For the year to 31 December 2024
Downing Renewables &
Infrastructure Trust PLC
Annual Report
Downing Renewables & Infrastructure Trust PLC Annual Report for the year to 31 December 2024
Contents
3
77
7 128
Company Overview
4 Highlights
5 Key Metrics
6 About DORE
Strategic Report
8 Chairman’s Statement
13 Strategy and Business Model
21 The Investment Manager
23 Portfolio Summary
24 Portfolio
27 Investment Manager’s Report
46 Sustainability and
Responsible Investment
62 Key Performance Indicators
64 Cultures and Values
65 Section 172(1) Statement
69 Risk and Risk Management
75 Going Concern and
Viability Statement
Governance
78 Board of Directors
80 Directors’ Report
84 Corporate Governance Statement
96 Nomination Committee Report
100 Management Engagement
Committee Report
102 Audit and Risk Committee Report
106 Directors’ Remuneration Report
113 Statement of Directors’
Responsibilities
115 Alternative Investment Fund
Manager’s Report
119 Independent Auditor’s Report
Financial Statements
129 Statement of
Comprehensive Income
130 Statement of Financial Position
131 Statement of Changes in Equity
132 Statement of Cash Flows
133 Notes to the Financial Statements
Other Information
161 Alternative Performance Measures
(Unaudited)
165 SFDR Periodic Disclosure
Template (Unaudited)
169 GRI Standards
170 Glossary
172 Cautionary Statement
173 Company Information
174 Shareholder Information
Company Overview Strategic Report
Governance
Financial
Statements
Downing Renewables & Infrastructure Trust plc Annual Report | 3
Company
Overview
Downing Renewables & Infrastructure Trust plc Annual Report | 3
4 | Downing Renewables & Infrastructure Trust plc Annual Report
Highlights
1
These are alternative performance measures.
2
The dividend and return targets stated above are targets only and not profit forecasts. There can be no assurance that
these targets will be met, or that the Company will make any distributions at all and they should not be taken as an
indication of the Company’s expected future results.
A Recycling capital: Disposed of Gabrielsberget wind farm in Sweden, crystallising a total
return of 54% over the two year investment period.
A Operational excellence: Strong focus on revenue and portfolio optimisation, by investing
small amounts of capital in initiatives with material impact including:
B Prequalifying two hydro-power assets for the frequency market.
B Achieved a positive capture price for the year of 110.9% by implementing our dispatch
strategy for our dispatchable hydropower assets.
A Acquired three Swedish hydropower plants and their associated storage reservoirs for
£5.8 million.
A Interim dividends of 5.80 pence per ordinary share declared in respect of the year, in line
with target.
A 2024 cash dividend cover of 1.20x
1
(2023: 1.21x), 1.88x (2023: 1.78x) using pre-debt service
cashflows.
A Target dividend relating to financial year 2025 increased by 2.6% to 5.95 pence
2
per ordinary
share.
A Net Asset Value (“NAV”) total return
1
of 3.8% for the year to 31 December 2024 and 39.3%
since IPO in December 2020.
A NAV as at 31 December 2024 was £199.9 million (2023: £212.1 million) or 116.7 pence
(2023: 117.7 pence) per ordinary share.
A Reducing debt: Lowered leverage to 37%
1
(2023: 40%) by utilising divestment proceeds to
repay fully £26.7 million drawn debt under the RCF.
A The Company’s renewable energy portfolio generated 343 GWh in 2024, avoided 161,620
tonnes of CO2e and powered the equivalent of 126,916 UK homes.
A Downing Hydro AB, a subsidiary of the Company, achieved 90 points out of 100 on its
GRESB sustainability performance rating (“GRESB”) submission, surpassing the GRESB
average in all categories.
A Continued the buyback programme, purchasing 8.9 million ordinary shares (£7.1 million)
during the year at an average price of 80.2 pence creating further value and increasing NAV
per ordinary share by 1.8 pps. In line with the peer group, the shares traded at a discount
during the year, however DORE continues to provide additional market liquidity to help
mitigate discount volatility.
A Appointment of a new non-executive Director, Astrid Skarheim Onsum who brings
extensive knowledge of the energy transition and renewable energy sectors across various
geographies.
Downing Renewables & Infrastructure Trust plc Annual Report | 5
As at or for
year ending
31 December 2024
As at or for the
year ending
31 December 2023
Market capitalisation
£132m £162m
Share price
77.0 pence 90.0 pence
Dividends paid in the year
£10.0m £9.7m
Dividends paid in the year per ordinary share
5.695 pence 5.285 pence
GAV
3,4
£319m £352m
NAV per share
116.7 pence 117.7 pence
NAV £200m £212m
NAV total return with respect to the year
3,4,5
3.8%
3.5%
Total Shareholder Return with respect to the year
3,6
-6.8% -16.3%
NAV total return since inception
3,4,5
39.3% 33.0%
Total Shareholder Return since inception
3,6
-7.4% 1.1%
Weighted average discount rate
7
8.0%
7.7 %
Environmental performance
Assets avoided
161,620 tonnes of CO
2
and powered
the equivalent of
126,916 homes
Assets avoided
186,348 tonnes of CO
2
and powered
the equivalent of
146,183 homes
Key Metrics
3
These are alternative performance measures.
4
A measure of total asset value including debt held in unconsolidated subsidiaries.
5
Based on NAV at IPO of £0.98/share.
6
Total returns in sterling, including dividend reinvested.
7
This is the weighted average discount used in the valuation of underlying investments.
A glossary of terms can be found on page 170.
6 | Downing Renewables & Infrastructure Trust plc Annual Report
Downing Renewables & Infrastructure Trust PLC (“DORE” or the “Company”) is a closed ended
investment company incorporated in England and Wales. The Company aims to provide investors
with an attractive and sustainable level of income, with an element of capital growth, by investing in
a diversified portfolio of renewable energy and infrastructure assets in the UK, Ireland and Northern
Europe.
The Company’s strategy, which focuses on diversification by geography, technology, revenue and
project stage, is designed to deliver stability of revenues and consistency of income to shareholders.
The Company is an Article 9 fund pursuant to the EU Sustainable Finance Disclosure Regulations
(“SFDR”). The core sustainable Investment Objective of the Company is to accelerate the transition
to net zero through its investments, compiling and operating a diversified portfolio of renewable
energy and infrastructure assets to help facilitate the transition to a more sustainable future. This
directly contributes to climate change mitigation.
DORE is a Green Economy Mark (London Stock Exchange) accredited company with an ESG
framework that aims to provide investors with attractive returns while contributing to the successful
transition to a net-zero carbon economy, resulting in a cleaner, greener future.
As of 31 December 2024, the Company had 184,622,487 ordinary shares in issue (of which
13,234,598 were held in treasury) which are listed on the FCA’s closed-ended investment funds
category and traded on the London Stock Exchange’s Main Market.
DORE is managed by Downing LLP (the “Investment Manager” or “Downing”).
About DORE
Downing Renewables & Infrastructure Trust plc Annual Report | 7
Strategic
Report
Downing Renewables & Infrastructure Trust plc Annual Report | 7
8 | Downing Renewables & Infrastructure Trust plc Annual Report
Chairman’s Statement
On behalf of the Board, I am pleased to present the Annual Report of Downing Renewables &
Infrastructure Trust PLC (“DORE”) covering the year to 31 December 2024 (the “Annual Report”).
Our commitment to investing in renewable energy projects and resilient infrastructure has yielded
robust financial performance and substantial progress towards our long-term sustainability
goals, even in a time of greater market uncertainty. DORE’s portfolio diversification and strategic
initiatives have positioned us well to continue delivering value to our shareholders while contributing
positively to the global transition to a low-carbon economy.
Investment Activity
As noted in the Interim Report, the Investment Manager continued to prioritise the delivery of
additional value, with a series of portfolio initiatives aimed at improved asset performance. In
the second half of the year, further progress has been made on these initiatives, the hydropower
portfolio continued to be built out through small acquisitions, and the Board was very pleased to
note the successful sale of the Gabrielsberget wind farm in Sweden, at a significant uplift in value to
its cost price just 2 years earlier in 2022. The Company received €36.0m (£29.8 million) from the sale
proceeds and dividends during its period of ownership, crystallising a total return of c.54%. A series
of contractual and operational improvements undertaken by the Company’s asset management
team over this period have been the principal drivers behind this valuation uplift. The proceeds of
the sale have enabled the Company to fully repay its revolving credit facility (“RCF”), and to fund
further growth and re-investment across the Company’s portfolio of assets in the Nordic region.
In November, DORE acquired three further Swedish hydropower plants and their associated
storage reservoirs. The combined expected annual average production is c.7 GWh, increasing
the Company’s hydropower portfolio to 37 assets with a forecast annual average production of
c.222 GWh. DORE has continued to prioritise the aggregation, modernisation and digitalisation of
its hydropower portfolio through strategic acquisitions and active asset management.
Further details on the acquisitions and disposal during the year can be found in the Investment
Manager’s Report on pages 27 to 45.
Revenue Optimisation
Notably, the Company continues to optimise its use of water storage in its dispatchable hydropower
portfolio, achieving a positive capture ratio of 110.9% for the 12 months to December 2024 (107.0%
for the 12 months to December 2023).
To provide further stable revenues, the Company successfully translated the Icelandic Power
Purchase Agreement (“PPA”) from Icelandic Krona to Euro, reducing volatility and providing constant
inflation linked, eight-year 100% pay-as-produce offtake payments from HS Orka, the third largest
energy company in Iceland.
Two hydropower assets have prequalified for the frequency market, enabling entrance into an
additional market which provides the opportunity for further returns to shareholders. The Company
has earned additional revenues from Frequency Containment Reserve Market (“FCR”) in the year
and will look to expand its use of these markets in the future. Furthermore, our largest hydropower
asset has been tested for suitability, and an application to sell Frequency Containment Reserve
– for Normal Operation market (“FCR-N”) was submitted to the Transmission System Operator
(“TSO”) for assessment during the year.
Downing Renewables & Infrastructure Trust plc Annual Report | 9
Chairman’s Statement continued
8
Based on figures from underlying spv unaudited management accounts which are not included within this report.
A contractual improvement for the grid infrastructure assets was completed in August 2024. Mersey
Reactive Power Limited, a UK-based, fully operational 200 MVAr shunt reactor renegotiated its
contract with the National Grid to provide additional reactive power. The project’s annual revenue
will increase up to c.30% for the remainder of the nine-year contract, the equivalent of £300,000
per annum.
Blåsjön Nät AB (“Blåsjön”) operates as the sole Electricity Distribution System Operator (“DSO”) in
its concession area. Consequently, its tariffs to customers are regulated by Ei, the Swedish regulator
for all Swedish DSOs. Ei has reached a final regulatory conclusion for the DSOs for Regulatory
Period 4 (2024-2027). The regulatory conclusion allows Blåsjön (and its industry peers) to charge
end users a 4.53% real Weighted Average Cost of Capital (“WACC”) over the next four-year period,
the previous sector WACC was 3.4%.
Further details on the operational improvements during the year can be found in the Investment
Manager’s Report on pages 27 to 45.
Debt Facilities
In the interests of capital efficiency and to enhance the potential for income returns and long-term
capital growth, the Company is permitted to maintain a conservative level of gearing. As at
31 December 2024, the total Portfolio’s gearing (expressed as a loan to value (LTV) ratio) was 37%
(2023: 40%). The Company has access to a £40 million RCF which was undrawn, there are also two
additional long-term debt facilities at asset level, a £74.3 million facility which was fully drawn and
a €68.5 million facility of which €54.2 million was drawn at 31 December 2024.
During the year, the RCF allowed the Group the flexibility to pursue different investment
opportunities. As mentioned above, the RCF was repaid in full during the year using the proceeds
from the sale of Gabrielsberget. In total, the sterling value of debt was £119.1 million as at
31 December 2024 (£140.0 million at 31 December 2023). The weighted average cost of debt
across the borrowings is 1.8% as at 31 December 2024.
Further information on these facilities can be found in the Investment Manager’s Report, and the
Company’s borrowing policy is laid out on page 15.
Portfolio Performance
The underlying portfolio generated £22.8 million (2023: £24.7 million) operating profit during the
period
8
, an 11.4% return (2023: 11.6%) on equity capital deployed. The 4,860 core renewable
energy assets produced approximately 343 GWh of renewable electricity, enough to power 126,916
UK homes annually, with the two grid infrastructure assets in particular performing well.
Financial Results
Despite the strong return on capital deployed, during the year the NAV per ordinary share decreased
marginally by 0.8% from 117.7 pence at 31 December 2023 to 116.7 pence at 31 December
2024. The reduction in NAV was largely driven by future power prices being forecast to return to
more normalised levels more rapidly than anticipated at the start of the year. Including dividends
10 | Downing Renewables & Infrastructure Trust plc Annual Report
Chairman’s Statement continued
paid of 5.695 pence per ordinary share during the year, the NAV total return in 2024 was 3.8%
resulting from share buybacks in the year and the payment of the dividend.
The NAV reflects the fair market valuation of the Company’s portfolio based on a discounted cash
flow analysis over the life of each of the Group’s assets plus the value of the Company’s other
assets and liabilities. The assumptions which underpin the valuation are provided by the Investment
Manager and the Board has satisfied itself with the calculation methodology and underlying
assumptions. Further details of the valuation changes are given on page 41.
The portfolio companies distributed £17.7 million to the Company by way of shareholder loan
repayments and interest during the year.
The Company made a profit for the year to 31 December 2024 of £4.9 million, resulting in earnings
per ordinary share of 2.9 pence.
Dividends
The Company paid interim dividends to shareholders of 1.45 pence per share for each of the
first three quarters of 2024, and a further dividend of 1.45 pence per share was announced on
19 February 2025 in respect of the quarter to 31 December 2024. Together, these amount to the
5.80 pence per share target for the 2024 financial year, announced on 11 April 2024.
In cash terms, the Company and its subsidiary achieved a cash dividend cover of 1.20x against the
dividends of 5.695 pence per share actually paid during the year. When amortisation of debt is
added back, the dividend cover was 1.88x. Cash dividend cover has been calculated on the basis of
cash actually received by the Company and its immediate subsidiary, post the payment of any debt
service obligations.
The Company will target a dividend of 5.95 pence per share for the year to 31 December 2025, a
2.6% increase from 2024. The increased dividend is expected to be covered by cash in excess of
1.15x by the current portfolio.
Capital Structure
Share prices across the broad renewable infrastructure investment company sector remain depressed
and the Company is trading at a discount to NAV. The Board is closely monitoring the Company’s
share price discount and is committed to buying back its own shares when deemed appropriate.
While share buybacks will not necessarily prevent the discount from widening, particularly in times
of market weakness or volatility, the Board believes that buybacks enhance the NAV per share
for existing shareholders, provide some additional market liquidity and help to mitigate discount
volatility which can damage shareholder returns.
The Company has run a peer group leading
9
share buyback programme, which to date has returned
to shareholders 7.1% of the total shares in issue. During the twelve months to 31 December 2024
the Company has bought back a total of 8,859,235 shares into treasury at a cost of £7.1 million.
Since the year end, a further 1,076,289 shares have been bought back into treasury at a cost
of £0.9 million. As at 25 March 2025, the Company had 184,622,487 shares in issue (including
9
In terms of proportion of capital repurchased.
Downing Renewables & Infrastructure Trust plc Annual Report | 11
Chairman’s Statement continued
14,310,887 shares held in treasury, which are available to be resold at a premium to NAV per
ordinary share when the opportunity arises).
Alongside buybacks the Board has prioritised revenue optimisation initiatives. The Company has
utilised small amounts of capital to invest in opportunities with large impact, increasing capital
efficiency in particular in its hydropower portfolio.
The Board continues to pursue further opportunities to expand its investment in this strategy with
the aim of increasing overall portfolio returns.
Continuation Vote
In accordance with the Company’s Articles of Association, an ordinary resolution must be put to
Shareholders for the continuation of the Company at a general meeting to be held in December
2025, being five years after the Company’s Initial Public Offering in December 2020. The Board is
seeking shareholder approval to adopt the new Articles of Association (the “New Articles”) to enable
the Company to bring forward the continuation vote and to present it at the AGM in 2025 rather
than in December. The Board believes that putting forward the continuation vote at the AGM is
a logical step as it will (i) align the timing of the proposed changes to the Company’s investment
policy with the timing of the continuation vote and (ii) mean that the Company will not have to incur
unnecessary costs of holding an additional general meeting in December 2025 to put forward the
continuation resolution. There are no other changes to the Articles being proposed.
The Company has traded at a discount to NAV in 2024, however the directors believe that this
weakness in the share price is in part as a result of macroeconomic, market and geopolitical factors
that affected the whole renewable infrastructure sector. Since IPO, the Company has delivered a
strong NAV total return of 39.3%, including 18.2pps of dividends. The Board is though mindful of
the ongoing discount to NAV at which the Company’s shares trade and will continue to consider any
appropriate actions to improve the share rating. This includes DORE’s share buyback programme,
further asset disposals where appropriate, debt repayment and potential corporate activity.
The Company will continue to implement its strategy to invest in a diversified portfolio of renewable
energy and infrastructure assets in the UK, Ireland and Northern Europe. The proposed amendments
to the investment policy (mentioned below and to be detailed further in the Notice of AGM) will not
fundamentally change the Company’s investment strategy.
Following a consultation with shareholders representing a significant proportion of the Company’s
shares, where the majority expressed continued support for the Company, the Directors are
recommending that Shareholders vote for the resolution for the continuation of the Company.
Proposed Changes to the Investment Policy
To allow for continued growth and focus on value creation, the Board is proposing various
amendments to the Company’s investment policy to allow for limited investment into Assets that
are in development, to increase the Company’s NAV threshold for geographic and technology
limits, and to clarify the classification of certain assets. The Board and the Investment Manager
confirm that the proposed investment policy changes will not result in a fundamental change to the
investment strategy.
12 | Downing Renewables & Infrastructure Trust plc Annual Report
Chairman’s Statement continued
Further details of the proposed amendments to the investment policy will be set out in the Notice
of AGM. In accordance with the UK Listing Rules, shareholder approval will be sought for those
amendments via an ordinary resolution at the Company’s AGM to be held in 2025.
Outlook
The Board is pleased with the acquisitions and divestment made in the year, and is encouraged by
the full repayment of the RCF as the additional liquidity will bolster capital availability and enable
further opportunities to build the portfolio.
The Company has an extensive pipeline of investments, including increasing our exposure in Iceland
and expanding our hydropower portfolio further into the Nordics. The Board also recognises the
success of the Grid Infrastructure portfolio and the diversification and stability of revenues that it
provides to the overall portfolio. The Board is committed to building a diverse and resilient portfolio
to provide the greatest return to its shareholders.
The Company will continue to leverage the deep expertise of the Investment Manager to deliver strong
operational performance while placing its sustainability goals at the centre of its operational objectives.
The Board is committed to building a diverse and resilient portfolio in order to deliver optimal
returns to investors, and also to addressing the continued discount at which its shares continue to
trade in relation to its Net Asset Value.
I look forward to providing shareholders with further updates on progress made toward these
objectives.
Hugh W M Little
Chair
25 March 2025
Downing Renewables & Infrastructure Trust PLC
Downing Renewables & Infrastructure Trust plc Annual Report | 13
The Board is responsible for the Company’s Investment Objective and Investment Policy and
has overall responsibility for ensuring the Company’s activities are in line with such overall
strategy. The Group’s Investment Objective and Investment Policy are published below.
Corporate Summary
The Company is a closed ended investment company incorporated in England and Wales with
registration number 12938740. The Company aims to provide investors with an attractive and
sustainable level of income, with an element of capital growth, by investing in a diversified portfolio
of renewable energy and infrastructure assets in the UK, Ireland and Northern Europe.
As at 31 December 2024, the Company had 184,622,487 ordinary shares in issue (with 13,234,598
held in treasury) which are listed on the FCA’s closed-ended investment funds category and admitted
to trading on the London Stock Exchange’s Main Market.
Investment Objective
The Company’s Investment Objective is to provide investors with an attractive and sustainable
level of income returns, with an element of capital growth, by investing in a diversified portfolio
of renewable energy and infrastructure assets in the UK, Ireland and Northern Europe. The Board
regularly monitors the development of the investment strategy and the resources and sustainability
of the Business Model.
The core sustainable Investment Objective of the Company is to accelerate the transition to net
zero through its investments, compiling and operating a diversified portfolio of renewable energy
and infrastructure assets to help facilitate the transition to a more sustainable future. The Company
believes that this directly contributes to climate change mitigation.
The Company has made disclosures under the EU’s Sustainable Finance Disclosure Regulation
(“SFDR”) as part of its commitment to sustainability. The Company is an Article 9 fund under SFDR.
Investment Policy
The Company seeks to achieve its Investment Objective through investment in a diversified portfolio
of renewable energy and infrastructure assets in the UK, Ireland and Northern Europe, comprising
(i) predominantly assets which generate electricity from renewable energy sources; and (ii) other
infrastructure assets and investments in businesses whose principal revenues are not derived from
the generation and sale of electricity on the wholesale electricity markets (“Other Infrastructure”)
(together “Assets” and each project being an “Asset”). Assets may be operational, in construction or
construction-ready, at the time of purchase. In-construction or construction-ready Assets are assets
which have in place the required grid access rights, land consents, planning, permitting and regulatory
consents in order to commence construction. For the avoidance of doubt, the Company does not
acquire or fund Assets that are at an earlier stage of development than construction-ready.
The Company can invest in a portfolio of Assets that is diversified by: (i) the principal technology
utilised to generate energy from renewable sources, for example solar photovoltaic, wind,
hydro-electric or geo-thermal (“Technology”); (ii) geography; and (iii) the stage of development of
a project, being one of operational, construction-ready or in-construction (each a “Project Stage”).
Strategy and Business Model
14 | Downing Renewables & Infrastructure Trust plc Annual Report
Although the Company intends primarily to take controlling interests, it may acquire a mix of controlling
and non-controlling interests in Assets and the Company may use a range of investment instruments
in the pursuit of its investment objective, including but not limited to equity and debt investments.
In circumstances where the Company does not hold a controlling interest in the relevant investment,
the Company will seek to secure its shareholder rights through contractual and other arrangements,
inter alia, to ensure that the Asset is operated and managed in a manner that is consistent with the
Company’s Investment Policy.
Investment Restrictions
The Company will observe the following restrictions when making investments:
• the Company may invest no more than 60% of Gross Asset Value in Assets located in the UK,
save that until the Net Asset Value of the Company first exceeds £300 million, the Company may
invest no more than 75% of Gross Asset Value in Assets located in the UK;
• the Company may invest no more than 60% of Gross Asset Value in Assets located in Ireland and
Northern Europe (combined), save that until the Net Asset Value of the Company first exceeds
£300 million, the Company may invest no more than 75% of Gross Asset Value in Assets located
in Ireland and Northern Europe (combined);
• the Company may invest no more than 50% of Gross Asset Value in any single Technology, save
that until the Net Asset Value of the Company first exceeds £300 million, the Company may
invest no more than 60% of Gross Asset Value in any single Technology;
• the Company may invest no more than 25% of Gross Asset Value in Other Infrastructure;
• the Company may invest no more than 35% of Gross Asset Value in Assets that are in construction
or construction ready;
• the Company may invest no more than 30% of Gross Asset Value in any one single Asset, and
the Company’s investment in any other single Asset shall not exceed 25% of Gross Asset Value;
• at the time of an investment or entry into an agreement with an Offtaker, the aggregate value of
the Company’s investments in Assets under contract to any single Offtaker will not exceed 40%
of Gross Asset Value;
• no more than 25% of Gross Asset Value will be invested in Assets in relation to which the
Company does not have a controlling interest;
• no investments will be made in companies which generate electricity through the combustion
of fossil fuels or derive a significant portion of their revenues from the use or sale of fossil fuels
unless the purpose of the investment is to transition those companies away from the use of
fossil fuels and toward sustainable sources;
• the Company’s portfolio will comprise no fewer than six Assets; and
• the Company will not invest in other UK listed closed-ended investment companies.
Compliance with the above restrictions will be measured at the time of investment and
non-compliance resulting from changes in the price or value of the Assets following investment will
not be considered as a breach of the investment restrictions. The Company will hold its investments
through one or more SPVs and the investment restrictions will be applied on a look through basis
to the Asset owning SPV.
Strategy and Business Model continued
Downing Renewables & Infrastructure Trust plc Annual Report | 15
Proposed changes to Investment Policy (to be presented at AGM 2025)
To allow for continued growth and focus on value creation, the Board is proposing various
amendments to the Company’s investment policy to allow for limited investment into Assets that
are in development, to increase the Company’s NAV threshold for geographic and technology
limits, and to clarify the classification of certain assets. The Board and the the Investment Manager
confirms that the proposed investment policy changes will not result in a fundamental change to
the investment strategy.
Further details of the proposed amendments to the investment policy will be set out in the Notice
of AGM. In accordance with the UK Listing Rules, shareholder approval will be sought for those
amendments via an ordinary resolution at the Company’s AGM to be held in 2025.
Borrowing Policy
Long-term limited recourse debt at the SPV level may be used to facilitate the acquisition, refinancing
or construction of Assets. Where utilised, the Company will seek to adopt a prudent approach to
financial leverage with the aim that each Asset will be financed appropriately for the nature of the
underlying cashflows and their expected volatility. Total long-term structural debt will not exceed
50% of the prevailing Gross Asset Value at the time of drawing down (or acquiring) such debt.
In addition, the Company and/or its subsidiaries may make use of short-term debt, such as a revolving
credit facility, to assist with the acquisition of suitable opportunities as and when they become
available. Such short-term debt will be subject to a separate gearing limit so as not to exceed 20% of
the prevailing Gross Asset Value at the time of drawing down (or acquiring) any such short-term debt.
The Company may employ gearing at the level of an SPV, any intermediate subsidiary of the Company
or the Company itself, and the limits on total long-term structural debt and short-term debt shall
apply on a consolidated basis across the Company, the SPVs and any such intermediate holding
entities (disregarding for this purpose any intra-Group debt (i.e. borrowings and debt instruments
between members of the Group)).
In circumstances where these limits are exceeded as a result of gearing of one or more Assets in
which the Company has a non-controlling interest, the borrowing restrictions will not be deemed
to be breached. However, in such circumstances, the matter will be brought to the attention of the
Board who will determine the appropriate course of action.
For general purposes the Company defines Gross Asset Value as the aggregate of: (i) the fair value
of the Group’s underlying investments (whether or not subsidiaries), valued on a discounted cash
flow basis as described in the International Private Equity and Venture Capital Valuation Guidelines
(latest edition December 2022); (ii) the Group’s proportionate share of the cash balances and
cash equivalents of Group companies and non-subsidiary companies in which the Group holds an
interest; and (iii) the Group’s proportionate share of other relevant assets or liabilities of the Group
valued at fair value (other than third party borrowings) to the extent not included in (i) or (ii) above.
For the purposes of the Investment Policy only, the definition of GAV is adjusted such that the
Group’s proportionate share of the cash balances and cash equivalents of Group companies and
non-subsidiary companies in which the Group holds an interest are multiplied by two to reflect the
gearing that the Group could obtain upon investment of such balances.
Strategy and Business Model continued
16 | Downing Renewables & Infrastructure Trust plc Annual Report
Currency and Hedging Policy
The Company adopts a structured risk management approach in seeking to deliver stable cash flows
and dividend yield. This may include entering into hedging transactions for the purpose of efficient
portfolio management. This could include:
• foreign currency hedging on a portion of equity distributions and net asset value(s);
• foreign currency hedging on construction budgets;
• interest and/or inflation rate hedging through swaps or other market instruments and/or derivative
transactions; and
• power and commodity price hedging through power purchase arrangements or other market
instruments and/or derivative transactions. Any such transactions are not undertaken for
speculative purposes.
Cash management
The Company may hold cash on deposit and may invest in cash equivalent investments, which may
include short-term investments in money market type funds (“Cash and Cash Equivalents”). There
is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there
may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents
position.
Holding and Exit Strategy
It is intended that Assets will be held for the long-term. However, if an attractive offer is received or
likely to be available, consideration will be given to the sale of the relevant Asset and reinvestment
of the proceeds.
Changes to and Compliance with the Investment Policy
Any material change to the Company’s Investment Policy set out above will require the approval
of shareholders by way of an ordinary resolution at a general meeting and the approval of the FCA.
In the event of a breach of the investment guidelines and the investment restrictions set out above,
the AIFM shall inform the Board upon becoming aware of the same and if the Board considers the
breach to be material, notification will be made to a Regulatory Information Service.
Strategy and Business Model continued
Downing Renewables & Infrastructure Trust plc Annual Report | 17
Business Model
The Company was incorporated on 8 October 2020 as a public company limited by shares. The
Company carries on business as an investment trust within the meaning of section 1158 of the
Corporation Tax Act 2010 and was listed on the premium segment of the main market of the London
Stock Exchange on 10 December 2020.
The Company holds and manages its investments through a parent holding company, DORE Hold Co
Limited, of which it is the sole shareholder. DORE Hold Co in turn holds investments via a number
of intermediate holding companies and SPVs. The jurisdictions in which the SPVs are incorporated is
typically determined by the location of the assets, and further portfolio-level holding companies may
be used to facilitate debt financings.
As at 31 December 2024, the Company owns a portfolio of 4,860 Renewable Energy Assets totalling
159 MW of operational capacity, one grid asset delivering electricity to c.1,500 domestic and business
customers and one 200MVAr grid stability asset helping to manage voltage on the UK Transmission
System by absorbing 200MVAr reactive power per hour.
The Company is an Article 9 fund which reports under Climate Related Financial Disclosures (TCFD)
and Sustainable Finance Disclosures Regulation (SFDR).
Short term debt financing is available through a £40 million RCF which may be drawn on by DORE
Hold Co Limited to facilitate future growth plans. As at 31 December 2024, the facility was undrawn.
The Company has a 31 December financial year end and announces half-year results in or around
September and full-year results in or around March. The Company intends to pay dividends quarterly,
targeting payments in or around March, June, September and December each year.
The Company has an independent board of non-executive directors and during the year. JTC Global
AIFM Solutions Limited is appointed as the Company’s new AIFM and JTC (UK) Limited as the
Company’s new fund administrator. The AIFM has delegated the provision of portfolio management
services to the Investment Manager, Downing LLP. Further information on the Investment Manager
is provided in the Investment Manager’s Report.
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 do not have any employees
and services are also provided through third party providers. Each service provider has an established
track record and suitable policies and procedures are in place to ensure high standards of business
conduct and corporate governance.
Strategy and Business Model continued
18 | Downing Renewables & Infrastructure Trust plc Annual Report
Financial Objectives
Objective KPI and Definition Relevance to
Strategy
Performance Explanation
Attractive and
sustainable level of
income
Dividends per share
(pence)
The dividend reflects
the Company’s ability
to deliver a low risk
but growing income
stream from the
portfolio.
The Company has
paid dividends of
4.35 pence per
share in respect
of the year ending
31 December 2024.
The Company has
declared a further
1.45 pence per share
to be paid in respect
of the period to
31 December 2024.
The Company
successfully met the
increased dividend
guidance of 5.80
pence per share
for the year to
31 December 2024.
The Company's
annual dividend
target will increase
by 2.6% for the year
ended 31 December
2025 to 5.95
10
pence per share.
Cash dividend cover Reflects the
Company’s ability to
cover its dividends
from the income
received from its
portfolio.
1.20x The Company,
through DORE
Hold Co received
distributions of
£17.7 m from the
underlying projects
enabling the
Company to pay fully
covered dividends.
£19.7 million was
paid up via loan
interest and principal
repayments from
DORE Hold Co in
the year.
Strategy and Business Model continued
10
The dividend and return targets stated above are targets only and not profit forecasts. There can be no assurance that
these targets will be met, or that the Company will make any distributions at all, and they should not be taken as an
indication of the Company’s expected future results.
Downing Renewables & Infrastructure Trust plc Annual Report | 19
Strategy and Business Model continued
Objective KPI and Definition Relevance to
Strategy
Performance Explanation
Capital preservation
with an element of
capital growth
NAV per share
(pence)
The NAV per share
reflects our ability
to preserve capital
value and provide an
element of capital
growth throughout
the life cycle of our
assets.
116.7 pence per
share
116.7 pence per share
as at 31 December
2024. NAV has
decreased since
31 December 2023
from 117.7 pence per
share after taking into
account dividends
paid.
Total NAV return (%) The total NAV return
measure highlights
the gross return to
investors including
dividends paid.
3.8% The Company’s NAV
has decreased due
to the downward
revaluation of
the Company’s
Investment in Hold
Co, however the
Total NAV return %
increased due to
dividends received by
shareholders.
Total Shareholder
return since IPO
The share price
movement plus
reinvested dividends
over a period, is
a measure of a
company’s capital
growth over the long
term.
-7.4% The Company’s
closing share price as
at 31 December 2024
was 77 pence per
share.
Ongoing charges
ratio
Ongoing charges
shows the drag on
performance caused
by the operational
expenses incurred by
the Company.
1.5% Company level
budgets are approved
annually by the Board
and actual spend is
reviewed quarterly.
A glossary of terms can be found on page 170.
20 | Downing Renewables & Infrastructure Trust plc Annual Report
DORE Holdco Limited and all subsidiaries are held at Fair Value and not consolidated. The
diagram has been simplified.
Objectives and Key Performance Indicators
The Company sets out above its KPIs which it uses to track the performance of the Company
over time against the objectives, as described in the Sustainability section on page 46. The Board
is of the opinion that the KPIs detailed in the table above, alongside the environmental, social
and governance objectives set out on page 46 provide shareholders with sufficient information to
assess how effectively the Company is meeting its objectives. The Board will continue to monitor
these KPIs on an ongoing basis.
Downing Renewables
& Infrastructure Trust PLc
12938740
DORE HOLDCO LIMITED
13081088
Shareholders
UK Solar
Assets
UK Grid
Services Assets
UK Solar
Holding Company
Icelandic Hydro
Assets
Swedish
Hydro Assets
Swedish Grid
Services Assets
Swedish Holding
Company
Debt
Provider
Aviva
Vantage
Infrastructure
Debt Provider
Skaninaviska Enskilda
Banken AB
Independent Board of Directors
Day to day management
subcontracted to Downing LLP
Debt Provider
Santander
Revolving Credit Facility
AIFM
JTC Global AIFM Solutions Ltd
Investment Manager
Downing LLP
Company Service Providers
Broker: Singer Capital Markets, Winterflood
Company Secretary: MUFG Corporate
Governance Limited
Administrator: JTC (UK) Limited
Registrar: MUFG Corporate Markets
Auditors: BDO
PR Advisor: TB Cardew
Tax Advisor: EY
Legal: Gowling WLG
Ownership
Services
Key
Debt
UK Grid
Holding Company
Strategy and Business Model continued
Downing Renewables & Infrastructure Trust plc Annual Report | 21
About Downing
The Company is managed by Downing LLP, an established investment manager with over 30 years’
experience and a considerable track record in the core renewables space. Downing is authorised
and regulated by the FCA and, as at 31 December 2024, had over £2.1 billion of assets under
management.
The Investment Manager has over 250 staff and partners. The team of 59 investment and asset
management specialists who focus exclusively on energy and infrastructure transactions are
supported by business operations, IT systems specialists, legal, HR, sustainability and regulatory
and compliance professionals.
The Investment Manager is responsible for the day-to-day management of the Company’s
investment portfolio in accordance with the Company’s Investment Objective and Policy, subject
to the overall supervision of the Board.
The Investment Manager has managed investments across various sectors in the UK and
internationally and identified the Energy & Infrastructure sector as a core area of focus from
as early as 2010. Since then, to date it has made over 200 investments in renewable energy
infrastructure projects and currently oversees 636 MWp of electricity generating capacity, covering
six technologies across c.16,360 installations.
The key individuals responsible for executing the Company’s investment strategy are:
Tom Williams
Partner, Head of Energy and Infrastructure
Tom joined the Investment Manager as Partner in the Energy &
Infrastructure team in July 2018. Tom heads up the team and has 25 years
of experience as principal and adviser across the private equity and private
debt infrastructure sectors. Tom has carried out successful transactions
totalling in excess of £14 billion in the energy, utilities, transportation,
accommodation and defence sectors.
Tom started his career working as a project finance lawyer in 1999 before
moving into private equity with Macquarie Group in London and the
Middle East. Tom holds a Postgraduate Diploma in Legal Practice from the
Royal College of Law and a BA in law from Cambridge University.
The Investment Manager
22 | Downing Renewables & Infrastructure Trust plc Annual Report
Henrik Dahlström
Investment Director
Henrik joined the Investment Manager as Investment Director in June 2020
to expand its European presence and lead transactions in the Nordic regions.
Before joining the Investment Manager, Henrik spent 17 years with Macquarie
Infrastructure and Real Assets (“MIRA”). At MIRA, Henrik was a Director
responsible for covering the Nordic region. This role included the origination
and execution of transactions in the renewable energy and infrastructure
sectors as well as holding asset management and board responsibilities.
Henrik has worked across renewable energy and infrastructure sectors as a
principal for investments in the UK and in Europe. Henrik holds a master’s
degree in finance from Gothenburg School of Economics.
Tom Moore
Partner, Head of Private Market Operations
Tom joined the Investment Manager in May 2019 to build a full-service asset
management team to provide investors with an efficient and class leading asset
management service. Tom is now responsible for fund and portfolio reporting
and investment operations across private markets.
Prior to joining the Investment Manager, Tom was a Director at Foresight
Group, where he had oversight of a significant portfolio of renewable energy
investments.
Tom is a chartered accountant and holds a BSc in Economics from the University
of York.
Danielle Strothers
Head of Asset Management
Danielle joined the Investment Manager in September 2019. Danielle manages
the asset management function, focussing on asset performance, business
operations and compliance. Danielle is also responsible for the coordination of
the valuation process across the energy portfolio.
Prior to joining Downing, Danielle was a Senior Portfolio Manager at Foresight
Group, where she was responsible for the operations of their renewable
energy portfolio.
Danielle is a chartered accountant and holds a BSc in Accounting & Finance
from the University of Birmingham.
The Investment Manager continued
Downing Renewables & Infrastructure Trust plc Annual Report | 23
Portfolio Summary
At the year end, through its main subsidiary, DORE Holdco Limited, the Company owned a renewable
energy portfolio of hydropower and solar assets, representing 159 MW of installed capacity with
expected annual generation of around 323 GWh.
The Company also owns a grid infrastructure portfolio including a shunt reactor that regulates
voltage on the UK Transmission System by absorbing 200MVAr reactive power per hour and a
Swedish Electricity Distribution System Operator which delivers electricity to c.1,500 domestic and
business customers.
The generating portfolio is diversified across 4,860 individual installations and across six different
energy markets. The grid infrastructure portfolio is diversified across two geographies and
technologies.
The Group currently has no exposure to any assets under construction.
Hydro
48%
44%
7%
1%
Solar
Grid Services
Cash
Technology
by GAV
Sweden
50%
39%
8%
2%
1%
Great Britain
Northern Ireland
Cash
Iceland
Geographic
Exposure
by GAV
Sweden - SE3
Sweden - SE2
Great Britain
Northern Ireland
No exposure
Cash
Sweden - SE4
33%
4%
7%
Iceland
Power Market
Exposure
by GAV
1%
24%
20%
9%
2%
Portfolio composition by valuation, as at 31 December 2024
24 | Downing Renewables & Infrastructure Trust plc Annual Report
Portfolio
Portfolio as at 31 December 2024
Source: Downing; Note: For illustrative purposes only; Data as at 31 December 2024.
Norway
Iceland
Finland
Sweden
UK
Northern Ireland
Hydro
Electrical Grid
Solar
Downing Renewables & Infrastructure Trust plc Annual Report | 25
Investment Technology
Date
Acquired
Location
Power Market /
Subsidy
Installed
capacity (MW)
Expected annual
generation (GWh)
Ugsi Hydro Feb-21 Älvadalen, Sweden SE3/ n/a 1.8 10.0
Båthusströmmen Hydro Feb-21 Älvadalen, Sweden SE3/ n/a 3.5 13.7
Åsteby Hydro Feb-21 Torsby, Sweden SE3/ n/a 0.7 2.8
Fensbol Hydro Feb-21 Torsby, Sweden SE3/ n/a 3.0 14.0
Röbjörke Hydro Feb-21 Torsby, Sweden SE3/ n/a 3.3 14.9
Väls Hydro Feb-21 Torsby, Sweden SE3/ n/a 0.8 3.2
Torsby Hydro Feb-21 Torsby, Sweden SE3/ n/a 3.1 13.2
Tvärforsen Hydro Feb-21 Torsby, Sweden SE2/ n/a 9.5 36.9
Sutton Bridge Solar Mar-21 Somerset, England UK / ROC 6.7 6.7
Andover Airfield Solar Mar-21 Hampshire, England UK / ROC 4.3 4.2
Kingsland Barton Solar Mar-21 Devon, England UK / ROC 6.0 5.9
Bourne Park Solar Mar-21 Dorset, England UK / ROC 6.0 6.0
Laughton Levels Solar Mar-21 East Sussex, England UK / ROC 8.3 8.8
Deeside Solar Mar-21 Flintshire, Wales UK / FiT 3.8 3.4
Redbridge Farm Solar Mar-21 Dorset, England UK / ROC 4.3 4.2
Iwood Solar Mar-21 Somerset, England UK / ROC 9.6 9.3
New Rendy Solar Mar-21 Somerset, England UK / ROC 4.7 4.7
Redcourt Solar Mar-21 Carmarthenshire, Wales UK / ROC 3.2 3.2
Oakfield Solar Mar-21 Hampshire, England UK / ROC 5.0 4.7
Kerriers Solar Mar-21 Cornwall, England UK / ROC 10.0 9.7
RSPCA Llys Nini Solar Mar-21 Swansea, Wales UK / ROC 0.9 0.8
Commercial portfolio Solar Mar-21 Various, England and Wales UK / FiT 5.5 4.3
Commercial portfolio Solar Mar-21 Various, Northern Ireland SEM / NIROC 0.7 0.5
Bombardier Solar Mar-21 Belfast, N. Ireland SEM /ROC 3.6 2.8
Residential portfolio Solar Mar-21 Various, N. Ireland SEM / NIROC 13.1 10.1
Lemmån Hydro Jan-22 Älvadalen, Sweden SE3/ n/a 0.6 2.6
Ryssa Övre Hydro Jan-22 Mora, Sweden SE3/ n/a 0.7 2.6
Ryssa Nedre Hydro Jan-22 Mora, Sweden SE3/ n/a 0.6 2.4
Rots Övre Hydro Jan-22 Älvadalen, Sweden SE3/ n/a 0.8 2.8
Rots Nedre Hydro Jan-22 Älvadalen, Sweden SE3/ n/a 0.3 1.4
Vallhaga Hydro Jan-22 Edsbyn, Sweden SE2/ n/a 2.6 12.8
Österforsens Kraftstation Hydro Jan-22 Edsbyn, Sweden SE2/ n/a 1.5 11.5
Bornforsen 1 Hydro Jan-22 Edsbyn, Sweden SE2/ n/a 0.7 2.9
Bornforsen 2 Hydro Jan-22 Edsbyn, Sweden SE2/ n/a 1.4 9.3
Fridafors Övre Hydro May-22 Fridafors, Sweden SE4/ n/a 2.3 10.0
Fridafors Nedre Hydro May-22 Fridafors, Sweden SE4/ n/a 2.9 7.7
Hedvigsfors Hydro Oct-22 Sweden SE2/ n/a 0.3 1.2
Gysinge Hydro Oct-22 Sweden SE3/ n/a 0.3 2.5
Brattfallet Hydro Oct-22 Sweden SE3/ n/a 0.5 3.7
Mölnbacka Hydro Oct-22 Sweden SE3/ n/a 1.8 3.8
Värån Övre Hydro Oct-22 Sweden SE3/ n/a 0.2 1.2
Värån Nedre Hydro Oct-22 Sweden SE3/ n/a 0.2 1.2
Kristinefors Hydro Oct-22 Sweden SE3/ n/a 0.1 0.7
Högforsen Hydro Feb-23 Sweden SE2/ n/a 0.35 2.5
Gottne Hydro Feb-23 Sweden SE2/ n/a 0.7 5.8
AEE Renewables UK 13 Solar Apr-23 Devon, England UK / ROC / FiT 5.6 5.6
Gloucester Wind Solar Apr-23 Various, England and Wales UK / FiT 1.1 1.2
Hewas Solar Solar Apr-23 Various, England and Wales UK / FiT 2.0 1.9
Penhale Solar Solar Apr-23 Surrey, England UK / FiT 0.3 0.4
Priory Farm Solar Farm Solar Apr-23 Suffolk, England Great Britain UK / ROC 3.2 2.5
St Colomb Solar Solar Apr-23 Various, England and Scotland UK / FiT 0.8 0.6
Portfolio continued
26 | Downing Renewables & Infrastructure Trust plc Annual Report
Investment Technology
Date
Acquired
Location
Power Market /
Subsidy
Installed
capacity (MW)
Expected annual
generation (GWh)
Blåsjön Nat Grid Jul-23 Sweden SE2 n/a n/a
Mersey Shunt reactor Nov-23 United Kingdom UK / n/a n/a n/a
Bruket Hydro Dec-23 Sweden SE2/ n/a 0.9 3.9
Nylandsån Hydro Dec-23 Sweden SE2/ n/a 0.55 1.6
Källsjön Hydro Dec-23 Sweden SE2/ n/a 0.25 0.7
Tunsjön Hydro Dec-23 Sweden SE2/ n/a 0.25 0.6
Lagmansholm Hydro Dec-23 Sweden SE3/ n/a 0.5 2.4
Urðarfellvirkjun Hydro Dec-23 Iceland IS/ n/a 1.1 8.3
Gyttorp Hydro Nov-24 Sweden SE3/ n/a 0.5 1.1
Hagby Hydro Nov-24 Sweden SE3/ n/a 1.2 3.6
Hammarby Hydro Nov-24 Sweden SE3/ n/a 0.55 2.2
TOTAL AS AT 31 DECEMBER 2024: 159.0 323.2
Portfolio continued
Downing Renewables & Infrastructure Trust plc Annual Report | 27
Introduction
We are delighted with the progress made in the portfolio during the year. The Company continued
to focus on revenue optimisation, renegotiating the shunt reactor contract with National Grid by
£300,000 per year and achieving a capture ratio of 110.9% for the hydropower portfolio in 2024,
as compared to 104.5% in 2023. The Company also disposed of its interest in Gabrielsberget wind
farm achieving returns of 54% and facilitating the full repayment of the RCF. During the year, the
Company also made further investments in the hydropower portfolio. Active asset management
and portfolio enhancement were also a key focus, with optimisation initiatives diversifying fixed
revenue streams and enhancing shareholder returns.
Acquisitions and Capital Deployment
Sale of Gabrielsberget
The Company completed the sale of its entire interest in Gabrielsberget wind farm in Sweden
(“Gabrielsberget”) to Angel Wind, a subsidiary of Bagnall Energy, another fund managed by the
Investment Manager. Completion of the sale crystallises a total return of 54% over DORE’s investment
period in Gabrielsberget.
The Company purchased Gabrielsberget in January 2022 for a total consideration of £19.8m and has
received £29.8m from the sale proceeds and dividends during its period of ownership.
A series of contractual and operational improvements undertaken by the Company’s asset
management team over this period have been the principal drivers behind this valuation uplift.
The proceeds of the sale enabled the Company to fully repay its RCF, to fund further growth and
re‑investment across the Company’s portfolio of assets in the Nordic region and to fund the Company’s
peer group leading share buyback programme
11
, which to date has returned to shareholders 7.1% of
the total shares in issue at the start of the programme.
Hydropower – Downing Hydro AB (“DHAB”)
In November, the Company acquired three Swedish hydropower plants and their associated storage
reservoirs for c.£6 million. The combined expected annual average production is c.7 GWh, with a
potential increase of 0.5 GWh after further upgrades have taken place.
All three hydro plants, Hagby, Gyttorp and Hammarby, are located on the Norasjön River in the Örebro
County in the SE3 price region in Sweden. Two of the plants ‑ Gyttorp and Hagby ‑ were built in 1946
and 1952 respectively and underwent extensive refurbishment in 2007. Hammarby was built in 1982
and recently underwent a significant upgrade.
The transaction offers a strategic opportunity to extend the current portfolio into a new geographical
area of SE3. The three hydropower plants benefit from storage and consequently allow the portfolio
to benefit from an attractive revenue profile, with a significant part of its production during the winter
months.
The Company’s hydropower portfolio now comprises of 37 assets with a forecast annual average
production of c.222 GWh and reservoir capacity of 248.3Mm
3
.
Investment Manager’s Report
11
Based on percentage of shares repurchased of total ordinary shares in issue.
28 | Downing Renewables & Infrastructure Trust plc Annual Report
Portfolio Enhancement
Improved Contract and Revenue for Mersey Reactive Power
In August, Mersey Reactive Power Limited, a UK‑based, fully operational 200 MVAr shunt reactor
which the Company acquired in June 2023 renegotiated its contract with the National Grid
Electricity System Operator (“NGESO”) to provide additional reactive power.
The shunt reactor is now available to be called upon by the network operator for unlimited
use throughout the year, which will allow DORE to benefit from increased revenues under the
availability‑based Pathfinder Contract, part of National Grid’s Stability Pathfinder Initiative. The
Company expects the shunt reactor to receive an increase in annual revenue of up to c.30%, which
is the equivalent of c.£300,000 per annum, for the remainder of the nine‑year contract, increasing
the valuation by 5.8%.
Blåsjön
Blåsjön, a Swedish Electricity Distribution System Operator acquired by DORE in July 2023, has
reached a final regulatory conclusion with Ei, the Swedish regulator for the electricity distribution
sector. Blåsjön and its industry peers are allowed to charge end users 4.53% of its real Weighted
Average Cost of Capital (WACC) over the next four‑year regulatory period, the previous real sector
WACC was 3.4%.
The transmission and distribution of electricity in Sweden is considered a natural monopoly, which
means its tariffs and charges to customers are subject to regulation. Ei implements revenue caps
for each distribution system operator for a regulatory period of four years and has concluded the
regulatory decision for Regulatory Period 4 (RP4, 2024‑2027) for Blåsjön. As part of the regulatory
decision, Blåsjön will be making investments during the period totalling c.SEK 33.2 million
(c.£2.5 million). The real WACC which Blåsjön is allowed to apply to its charges is set at 4.5%. As a
comparison, Ei concluded a real sector WACC of 3.4% for RP3 (2020 – 2023, restated from 2.3%
by Ei, following appeal by the industry).
Blåsjön also announced the appointment of Jan Delin as its new Chief Executive Officer (“CEO”)
following the retirement of Ingemar Persson after 27 years in the role. Mr. Delin, who was previously
CEO of regional Swedish utility Edsbyn Elverk for nine years, has been a Board member of Blåsjön
for four years.
Creating Long-Term Attractive Returns through Strategic Digitalisation
The asset management team is dedicated to generating long‑term attractive returns by examining
the hydropower portfolio and executing multiple projects simultaneously as part of a comprehensive
digitalisation strategy.
Investment Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 29
In the year, the Asset Manager has identified multiple positive business cases, including the
refurbishment of spill gates and local equipment to enable more precise, flexible, and remotely
controlled adjustments. These initiatives, such as the refurbishment of five spill gates in reservoirs
upstream of flexible hydro power assets, have progressed. Additionally, investments in to providing
stations with Programme Logic Controllers enable autopilot steering based on production values
rather than surface level steering, allowing us to improve our price‑driven production strategy.
The Asset Manager has also centralised its dispatch and production planning responsibilities,
consolidating the dispatch responsibility for all Swedish assets into one unified team.
The Asset Manager has worked on multiple ongoing digital projects during the second half of the
year. Local hardware has been installed at nearly all Swedish station, connected to a Supervisory
control and data acquisition (“SCADA”) system. The system allows us to monitor full operations,
from reservoir surfaces and production plans to operational alarms, minimising downtime and
unnecessary losses. The roll out to all hydropower stations in Sweden is expected to be completed
during 1H 2025, including the stations acquired in November 2024.
In the Interim Report, we laid out a case study on how Hydrogrid is being used to enhance DHAB’s
dispatch strategy. Hydrogrid has now been integrated with our SCADA system, providing real‑time
planning and dispatch strategies for our hydro plants. It uses real‑time generation data, hydrological
modelling, inflow forecasts, and power market data to produce optimal production plans for each
asset, both for short‑term opportunities and seasonal planning. The production plan is regularly
updated based on real‑time conditions, such as weather forecasts and power prices, while ensuring
regulatory compliance.
The improvements made in the year along with favourable weather conditions allowed the Company
to achieve a capture price ratio of 110.9%.
Ugsi – Case Study
This case study aims to highlight some significant improvements that are possible with small‑
scale hydropower through simple and relatively inexpensive investments. During 2024, Downing
Hydro AB, a Swedish subsidiary of DORE has made several such investments, and a comparison
between electricity production in January 2024 and January 2025 can illustrate the improvement.
Historically, the flexibility of small‑scale hydropower generally lags behind large‑scale hydropower,
but improvements in IT and technology make it viable to also use smaller hydropower plants to
regulate electricity production and support the grid when needed. With increased volatility in the
energy market due to higher penetration of intermittent and renewable energy production, flexible
electricity production has become particularly advantageous, both from a commercial and a security
of supply perspective.
Ugsi was one of DORE’s first hydropower investments, purchased in 2021. Figure 1 shows the
production profile during January 2024 together with the spot price, showing slow reactions to
peaks in power prices. If the Asset Manager wished to change the power output, it was necessary
to send personnel to site to manually make this change. Figure 1 shows the price achieved mirroring
the spot price with a 98.5% capture price, the economic result was relatively poor considering the
full potential of the power plant.
Investment Manager’s Report continued
30 | Downing Renewables & Infrastructure Trust plc Annual Report
Figure 1: Ugsi Production in January 2024
To enable remote control with autopilot, the local programmable logic controller needed to be
replaced. This was completed in the autumn of 2024, so by January 2025, there was increased
flexibility, and a capture price of 134.4% was achieved. As can be seen in Figure 2, there is now a
high correlation between the spot price and the production of the hydropower plant, with output at
its highest when the spot price is high. By reducing production when prices are low, water is stored
in reservoirs to further take advantage of energy production when prices are high.
Figure 2: Ugsi Production in January 2025
Investment Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 31
Investment Manager’s Report continued
Market Development and Opportunities in the Frequency Regulation Markets
The Investment Manager continues to focus on deploying capital into areas of the portfolio where
the potential return on capital is the greatest, including buying back its own shares.
Accordingly, the Investment Manager is pursuing opportunities to gain access to the historically
attractive Swedish Frequency Containment Reserve (“FCR”) market by building out the hydropower
plants into power generation stations through the installation of add‑on equipment and software.
The Investment Manager has also been identifying sites for the installation of battery energy storage
systems (“BESS”), often located on land owned by the hydropower portfolio, which will enable
DORE to access the Fast Frequency Reserve (“FFR”) markets, thus creating additional revenue
streams and increasing productivity of the site.
The combination of an increasingly centralised operation system across the hydropower portfolio
together with software and hardware upgrades has enabled the Asset Manager to regulate its
power production to such an extent that it can bid to participate in the FCR markets. The storage
capability of hydropower plants acts in a similar manner to that of a battery, allowing hydropower
production to be adjusted relatively quickly (up or down) to assist in stabilising the grid.
In 2024, the Investment Manager prequalified two hydro-power assets for the frequency market,
tapping into additional market channels for higher returns on our flexibility. In the period where
the two hydro power assets were qualified for the frequency market, FCR made up c.6% of their
revenues. Following this success, DORE’s largest hydropower asset has been tested, and an
application to sell FCR‑N was submitted to the TSO for assessment in Q4 2024.
Portfolio Performance
For the year to 31 December 2024, the 4,860 core renewable energy assets produced 343 GWh of
renewable electricity, enough to power 126,916 UK homes annually. From a financial perspective
the portfolio generated an operating profit of £22.8 million, which was slightly below expectations.
This was largely due to fluctuating weather patterns in the Nordic regions which hindered generation
of the wind and hydropower portfolios and caused lower than expected power prices across these
portfolios. The Company is seeking to mitigate these fluctuations through its’ ancillary services
projects.
Generation across the solar portfolio was 90GWh in 2024. This was lower than expected, due to
lower than average irradiation levels for the year and also due to unexpected Distribution Network
Operator (“DNO”) outages at a small number of sites. As previously reported the dynamic spare
parts strategy implemented in 2022 continues to support the solar portfolio in mitigating the risk
of downtime through prolonged equipment lead times. Inverter issues were experienced at a small
number of sites but the impact of these was mitigated by the use of available spare parts. A number
of the removed inverters are now being repaired to be re‑used as part of the wider portfolio spare
parts strategy. Operating profit across the solar portfolio was £15.1 million, which was in line with
expectations, with the impact of the lower than expected generation being offset by efficient cost
control resulting in lower than predicted operating costs.
The hydropower portfolio generated 207 GWh in the year. This was slightly lower than expected,
partly due to lower than expected availability of the sites due to a particularly harsh winter causing
icing disturbances in some of Sweden’s rivers, followed by strong spring floods which carried
debris and clogged a number of intake channels requiring downtime for clearance. Operating profit
32 | Downing Renewables & Infrastructure Trust plc Annual Report
across the hydropower portfolio was £5.4 million. This was below expectations and caused by
power prices being lower than expected due to the spot pricing experienced during times of high
hydropower generation. This was partially offset by dispatch control and hedging strategies which
mitigate these fluctuations by securing fixed prices. Operating costs were higher than expected
across the hydropower portfolio due to a strategic shift from a fixed to variable maintenance cost
model which caused a temporary rise in maintenance costs due to incidents occurring later in the
year. However, we expect the long‑term benefits of the new maintenance cost model to result in
more efficient and sustainable operations.
The grid infrastructure assets had an operating profit of £2.0 million, which significantly exceeded
expectations. The UK grid stability asset, Mersey, performed particularly well during the year, driven
by strong availability which enabled the asset to benefit from its fixed revenue contract to provide
a reactive power stabilisation service to the National Grid. With proactive asset management this
contract was improved during the year to offer more availability to provide reactive power services
to the National Grid. The Swedish electricity distribution grid Blåsjön had an operating profit of
£625k which was in line with expectations.
The disposal of Gabrielsberget meant the period of economic interest ran from 1 January 2024 to
30 June 2024, the wind portfolio generated 46GWh of renewable electricity and maintained good
technical availability. This generation figure was 15.1% lower than expected, directly attributable to
windspeeds being significantly lower than average. In turn, operating profit was 17.5% lower than
expected due to a combination of lower energy generation and lower than expected power prices.
Asset Operating Profit vs Budget
WindSolarHydroElectrical Grid
Actual Operating Profit
Expected Operating Profit
2
4
6
8
10
12
14
£’m
16
0
Investment Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 33
Asset Generation vs Budget
0
50,000
100,000
150,000
200,000
250,000
WindSolarHydro
Actual Production (MWh)
Expected Production (MWh)
2024 2023
Hydro
Wind
(Jan –
June) Solar
Grid/Grid
Stability Total Hydro Wind Solar
Grid/Grid
Stability Total
GWh generated 207.1 45.6 90.0 N/A 342.7 194.2 105.8 94.7 N/A 394.7
Average price per MWh €39.87 €29.38 £224.33 N/A £57.9 €55.98 €30.60 £216.0 N/A £49.0
Revenues (£m) 9.1 1.4 20.8 2.9 34.2 9.5 3.3 21.5 2.0 36.3
Operating profit (£m) 5.4 0.4 15.1 2.0 22.7 5.8 1.0 16.9 1.0 24.7
Portfolio and Asset Management
Downing has invested significantly in an in‑house asset management team capable of providing a
full-scope service to a wide range of generation, grid and storage technologies. Established in 2019,
the team totals over 40 and includes expertise across power markets, engineering, data analytics,
finance and commercial management.
Ancillary Services Projects
In response to opportunities identified in the ancillary market, the Asset Manager has been pursuing
several ongoing ancillary service projects during the period. These services not only take advantage
of additional revenue streams when registered assets are requested to power up/down but also
support the relevant local grid with supply and demand challenges.
The digitalisation of the hydropower portfolio has continued to progress, which has supported the
optimisation of dispatching, including participation in the FCR markets. To successfully participate
in the provision of FCR services, the hydropower portfolio must meet stringent technical demands
and as a result the Asset Manager has been iteratively and comprehensively evaluating each site’s
suitability for FCR‑N (for normal grid disturbances) and FCR‑D (for significant grid disturbances)
Investment Manager’s Report continued
34 | Downing Renewables & Infrastructure Trust plc Annual Report
to establish refurbishment plans on a site‑by‑site basis. During the period, two hydropower sites
successfully met the requirements for participation in these markets: 0.7MW site Gottne is now
active in the FCR‑N and FCR‑D markets, and 0.5MW site Lagmansholm is now active in the FCR‑D
market.
Simultaneously, Downing has been assessing and pursuing opportunities to install Battery Energy
Storage System (“BESS”) at some of the Company’s hydropower sites. Installing BESS will enable
DORE to participate in further frequency regulation markets such as Fast Frequency Reserve (“FFR”),
which works similarly to FCR in that it actively assists on the management of grid imbalances. Grid
connection has been secured for three sites with plans in development for them to operate both in
the FFR market and the FCR market independently of hydropower production.
Optimisation of Portfolio Service
The Asset Manager has continued to develop and implement performance and proprietary data
optimisation and power pricing strategies, enhancing DORE’s data‑driven approach to asset
management and unveiling further efficiencies.
Progress has been made to enable a price‑driven production strategy within the hydropower
portfolio, with more precise, flexible, and remotely controlled adjustments via modernised water
spill gates and localised equipment. During 2024 the refurbishment of five spill gates in reservoirs
upstream of our flexible hydropower assets was completed. In addition, investment was made to
enable autopilot steering based on production values rather than surface level steering. These
flexibility advancements are now supported by a centralised dispatch and production planning
strategy which drives delivery of forecasting and optimisation of production power.
The Asset Manager has reconceptualised the hydropower Operations & Maintenance (“O&M”)
services by increasing in‑house coordination of O&M services, enabling it to work closely with a
more agile network of local technicians. The ambition is to maintain high quality asset management
with a more cost‑effective model in a growing portfolio. Improvements can already be seen in
quality management and cost efficiency, for example the Asset Manager has taken over the
predetermined preventative maintenance program and this is now streamlined and harmonized
across the portfolio, capturing some cost optimisation.
The Asset Manager continues to progress several optimisation projects to replace and improve
technical equipment within the UK ground‑mounted solar portfolio. This includes further
enhancement of the dynamic spare parts stock which aims to reduce downtime and maintain asset
performance given prolonged equipment lead times in the market. In the winter of 2024, one of
DORE’s spare transformers was used to replace an old transformer which had failed, accounting
for approximately 1,000 MWh of renewable generation, or over £150,000 of revenue. Without
DORE’s proactive spare parts strategy, a new transformer would have had to have been purchased
at the time of failure with a lead time of 9 months. The inverter and panel spare parts also continue
to be used, reducing downtime across the portfolio.
Investment Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 35
Spare Transformer utilised at DORE’s site.
The Asset Manager has continued to pursue a number of warranty claims against solar panel
manufacturers. These claims are being carried out preventatively to address systematic defects
before they cause any potential downtime. Across three different sites the Asset Manager collected
the relevant data using a new high‑resolution drone in combination with image recognition software
to photograph and categorise panels. This method has successfully allowed for the collection
and sorting of high‑resolution photographs of 80,488 panels across three sites at a significantly
reduced cost. Feedback has been received from all three sites where 36,205 panels were identified
by the panel manufacturer to be suffering from a systematic batch defect, that could impact upon
future generation. Replacement panels will be provided free of charge and the Asset Manager will
continue its program for replacing these throughout 2025. All disused panels will be returned to
the manufacturer for recycling.
Health and Safety
The health and safety of contractors and the public is a fundamental and ongoing focus in asset
management processes. Throughout the period, a range of workstreams were carried out by the
Asset Manager in line with the Company’s approach to Health and Safety management.
In order to ensure a consistent approach to health and safety management, the Asset Manager has
engaged a third‑party expert to provide health and safety support to assess systems in place and
revise existing processes where applicable. To further reinforce a positive health and safety culture,
Investment Manager’s Report continued
36 | Downing Renewables & Infrastructure Trust plc Annual Report
the Asset Manager rolled out interactive health and safety training for Directors of the Company’s
portfolio of assets. Implementation of improved policies and processes will be rolled out during
2025.
A rolling programme of health and safety audits continues across the portfolio. These audits are
based on a two‑tier approach, where risks and procedures are audited at the site level and also at
the asset operator level. DORE has a process of continuous assessment and feedback of site and
operator practices, ensuring effective management systems are in place and adhered to.
Finally, IT systems are used to thoroughly track all incidents. These systems not only act as tools
for the enabling of performance measurement, trend analysis and learning, but also ensure the
effective communication, escalation, and management of incidents. This IT system also monitors
environmental incidents and near misses. This ensures environmental risk is monitored and managed
on a site basis as well as on a portfolio level. This is developed further on page 46 to 63.
Financing and Capital Structure
The Company, through its subsidiary DORE Holdco Limited, adopts a prudent approach to leverage.
Its objective is that each asset will be financed appropriately for the nature of its underlying
cashflows. Long‑term debt may be used where appropriate at the SPV level to facilitate acquisitions,
refinancing, capital expenditure or construction of assets.
Total long‑term structural debt will not exceed 50% of the prevailing Gross Asset Value.
At 31 December 2024, including project level financing, the Company and its subsidiaries’ leverage
stood at 37%.
In addition, the Company and/or its subsidiaries may also make use of short‑term debt, such as a
revolving credit facility, to assist with the acquisition of suitable opportunities as and when they
become available.
Revolving Credit Facility
The Group has entered into a loan agreement through its main subsidiary DORE Hold Co Limited
for a £40 million RCF with Santander UK plc. The RCF is available until December 2025, with the
possibility to be extended for a further year. As at 31 December 2024, the facility was undrawn.
On 24 June 2024, the Company converted its total drawings under the RCF of £18.6 million into
a EUR denominated loan of €22.0 million. This allowed the Company to take advantage of lower
interest rates in Europe and provided a natural hedge for the proceeds of the Gabrielsberget wind
farm sale. The RCF was drawn on two occasions during the year, £5 million on 21 August 2024 and
£3 million on 13 December 2024. The total drawn amounts of €22.0 million and £8 million were
fully repaid on 23 December 2024, utilising the proceeds of the Gabrielsberget wind farm sale.
The terms of the RCF now includes a ‘Green Projects’ initiative, operating under the Loan Market
Association’s (LMA) Green Loan Principles, a framework of market standards and guidelines that
provides a consistent methodology for use across the green loan market.
Under the ‘Green Projects’ criteria, the RCF can only be used in connection with assets that
present environmental benefits and appropriate green credentials. The RCF is available to be
drawn for the funding of investments and working capital requirements. Additional monitoring and
reporting obligations on the environmental benefits delivered by such assets will be required, which
comfortably aligns with DORE’s current investment strategy as an Article 9 fund.
Investment Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 37
The RCF has the additional benefit of being able to be drawn in both GBP and EUR (with the ability
to also be able to make use of funds in other currencies) and is priced at the Sterling Overnight
Index Average (“SONIA”) or Euro Interbank Offered Rate (“EURIBOR”) plus 2.25% per annum.
Refinancing of Hydropower Assets
The Group initially acquired DHAB, its Swedish hydropower portfolio, on an unlevered basis in
February 2021, shortly after the Company’s IPO. Given the strong transaction pipeline and ongoing
capital expenditure requirements, DHAB entered into a seven‑year bullet repayment €43.5 million
debt facility with SEB, a leading corporate bank in the Nordics.
In December 2023, the SEB facility was increased from €43.5 million to €68.5 million to fund future
capital expenditure requirements and further acquisitions. The total all‑in cost of the drawn debt
for 2025 is c.3.3%, benefitting from swaps until end of 2033.
As of 31 December 2024, DHAB has drawn down €54.2 million under the facility, predominately
as a source of funding for acquiring further hydropower plants in Sweden during 2024 but also to
fund some of the capital expenditure in DHAB.
UK Solar Portfolio
Long term amortising debt (September 2034 maturity) is in place for the UK solar portfolio and, as
at 31 December 2024, comprised outstanding principal amounts of £64.7 million lent by Aviva and
£9.6 million lent by institutional investors managed by Vantage Infrastructure.
Approximately 12% of this debt is nominal with a fixed interest rate of 3.37%. The interest rate is
fixed in real terms on the remaining balance at 0.5%. The debt service of this larger debt tranche is
inflation‑adjusted, with indexation tracking UK RPI.
A summary of the debt across the portfolio can be found in the table below:
2024 2023
Hydro Solar
Grid
infra-
structure
Working
capital Total Hydro Wind Solar
Grid
infra-
structure
Working
capital Total
Equity value (£’m) 109.6 64.9 21.5 3.9 199.9 111.5 27.2 68.1 19.6 4.3 230.7
Debt (£’m) 44.8 74.3 0.0 0.0 119.1 42.8 0.0 78.7 0.0 0.0 121.5
GAV (£’m) 154.4 139.2 21.5 3.9 319.0 154.3 27.2 146.8 19.6 4.3 352.2
Foreign Exchange
The Group’s generating assets in Sweden earn revenues in EUR and incur some operational cost
in SEK. Blåsjön revenues and costs are in SEK. From 1 March 2024, Urðafellsvirkjun, our Icelandic
asset, removed revenue exposure in ISK and replaced with EUR. Assets in the UK operate entirely
in sterling.
The Group, together with its foreign exchange advisor, has developed and implemented its foreign
exchange risk management policy in line with the Prospectus. The policy targets hedging the short to
medium‑term distributions (up to five years) from the portfolio of assets (that are not denominated
in GBP) on a “linear reducing basis”, whereby a high proportion of expected distributions in year
Investment Manager’s Report continued
38 | Downing Renewables & Infrastructure Trust plc Annual Report
one are hedged and the proportion of expected distributions that are hedged reduces in a linear
fashion over the following four years. This is a rolling programme and each year further hedges are
expected to be put in place to maintain the profile.
In total, 55% of the Group’s EUR dividend receipts from SPVs out to March 2028 were hedged as
at the reporting date. In addition, 71% of the Group’s EUR denominated NAV is hedged.
Dividend hedges as a percentage of expected EUR distributions
0%
20%
40%
60%
80%
100%
36 months24 months12 months
Percentage of EUR denominated
dividend receipts
Power markets and exposure
Through its portfolio companies, the Group adopts a medium to long‑term power price hedging
policy for its generation assets, providing an extra degree of certainty over a portion of the Company’s
cash flows. The fixed price generation position for the portfolio as of 31 December 2024 is set out
in the chart below, showing the benefits of the combination of subsidy and fixed income from
power sales. The hedging positions are continuously reviewed to ensure an appropriate position is
maintained and new hedges are taken out as appropriate. During the year, the portfolio removed
its exposure to the variable merchant revenue of Swedish Wind with the sale of Gabriel South. This
helped bring the total portfolio fixed inflation linked revenues up from 37% to 42% for the period
2025‑2032.
Over the course of 2024, power prices across the UK and Europe reverted to those seen before
the Russian invasion of Ukraine. With sanctions on Russian exports, the gas market saw a higher
demand in Asia and Europe for LNG. This led to increases in power prices during maintenance of
terminals and during weather events that affected shipping routes. The market was also highly
sensitive to political news throughout the year, with any suggestion of further unrest causing mini
rallies to the gas and power price.
Investment Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 39
Power Prices – Fixed vs Merchant
2025 2026 2027 2028 2029 2030 2031 2032 203420332024
Fixed revenues (inflation linked)
Fixed revenues (other)
Merchant revenues
Nordic power market
As is common in Nordic markets, electricity and gas prices were dominated by seasonality and
weather events during the course of 2024. The start of 2024 was unseasonably cold in the Nordics,
resulting in the highest demand in four years. This caused an uplift to the forward market, however
as weather became milder in northern Europe during February and March, the market subsequently
settled. Spring‑time saw strong winds and high precipitation, bringing spot prices down and a
subsequent delayed spring flood which brought prices up. The Nordic summer vacation brought
lowered demand and prices throughout July. Heading into winter, the market saw a rally due to
calm and cold weather, with prices closing at their highest point since January’s cold snap. There
were some concerns surrounding gas supply into November as a cold snap and low renewable
generation caused increases in future markets. Ultimately, forward prices ended the year lower
than the start of 2024, due to a combination of settling gas prices and reports of the highest
hydrological balance seen in the Nordics in three years.
Investment Manager’s Report continued
40 | Downing Renewables & Infrastructure Trust plc Annual Report
UK power market
Weather and Liquified Natural Gas (“LNG”) supply dominated the evolution of forward power
prices in the UK throughout the year. A cold snap early in the year pushed prices up, followed by
lower demand, strong renewable generation and increasing LNG imports bringing prices down.
Fluctuating wind generation had a strong influence on spot prices and news of conflict in the Middle
East impacted future markets. During spring, power prices trended upwards due to intense Asian
LNG demand along with news of further Russian attacks on Ukraine and political instability due to
several elections. Later in the year saw relatively stable prices, with some fluctuations in the spot
price due to high levels of renewable generation. Heading into winter, forward prices were variable due
to political news and nuclear outages, and fears that Gazprom would cut gas supplies into Europe.
These fears subdued into December and downside was seen in the market as gas supplies in the
UK and Europe were reported to be high and weather reports suggested no cold snaps in sight. The
latter half of December saw increasing prices due to rallies in the gas market with some price periods
rising to their highest in 14 months as low wind across the UK and Europe increased gas prices.
Dividends
The Company achieved a cash dividend cover of 1.20x post debt service and 1.88x before debt
service for dividends of 5.695 pence per share paid during the year. Cash dividend cover has been
calculated on a cash basis of income received by the Company and its immediate subsidiary.
The target dividend for the year from 1 January 2025 has been increased by 2.6% to 2.95
12
pence
per ordinary share. On a three year average basis, future dividend cover is expected to exceed 1.15x.
The Board has resolved to pay the Company’s fourth interim dividend of the year of 1.45 pence per
share, equivalent to £2.5 million, in respect of the three months to 31 December 2024. This will
bring total dividends paid in respect of the financial year to 5.80 pence per share, which is in line
with the Company’s dividend guidance. The fourth interim dividend is not reflected in the accounts
to 31 December 2024.
Investment Manager’s Report continued
12
The dividend and return targets stated above are targets only and not profit forecasts. There can be no assurance that
these targets will be met, or that the Company will make any distributions at all and they should not be taken as an
indication of the Company’s expected future results.
Downing Renewables & Infrastructure Trust plc Annual Report | 41
The Company has chosen to designate part of each interim dividend as an interest distribution for
UK tax purposes. Shareholders in receipt of such a dividend will be treated for UK tax purposes as
though they have received a payment of interest in respect of the interest distribution element of
this dividend. This will result in a reduction in the corporation tax payable by the Company.
Dividends in respect of the financial year to 31 December 2024 are as follows:
For the Period Ended
Dividend
Paid
No. of
Shares
Total
Dividend
(pence per
share)
Interest
Element
(pence per
share)
Dividend
Element
(pence per
share)
March 2024 June 2024 177,092,226 1.45 1.0875 0.3625
June 2024 September 2024 174,426,751 1.45 1.0875 0.3625
September 2024 December 2024 171,867,888 1.45 1.16 0.2900
December 2024 March 2025 171, 3 87, 889 1.45 1.2325 0.2175
The Company intends to continue to pay dividends on a quarterly basis, with dividends typically
declared in respect of the quarterly periods ending March, June, September and December. Payment
of the relevant dividend declared is expected be made within three months of the relevant quarter end.
Net Asset Value and Portfolio Valuation
The Company’s NAV decreased by 5.7% during the year from £212.1 million to £199.9 million. The NAV
movement comprised a positive contribution of £10.2 million from valuation gains, offset by dividends
and share buybacks of £17.1 million combined, and management and other costs of £5.2 million.
At a per share level, the effect of the share buyback was to increase the NAV per share by 1.8 pence,
partially offsetting the overall NAV per share decrease of 0.8% from 117.7 pence per share to 116.7
pence per share as at 31 December 2024.
The bridge below shows the movement in NAV during the period, with each step explained further
below.
NAV Movement Bridge
NAV (£'m)
Opening NAV
(1-Jan-24)
Performance
Power Curve
Dividend
Share buybacks
Management Fee
Other costs
Closing NAV
(31-Dec-24)
Inflation
FX
Acquisition
Other
212.1m
10.3m
-3.2m
-0.5m
1.1m
-2.0m
-3.2m
199.9m
0.5m
2.0m
-7.1m
117.6p
5.7p
-1.8p
-0.3p
0.6p
-1.1p
+1.8p
116.7p
0.3p
1.1p
1.8p
190
195
200
205
210
215
220
225
230
235
240
-10.0m
-5.6p
Investment Manager’s Report continued
42 | Downing Renewables & Infrastructure Trust plc Annual Report
Opening
Represents the NAV at 31 December 2023.
Performance
13
Represents the difference between the expected performance, and actual performance of the
portfolio companies throughout the year.
Power Prices
13
The Company uses long‑term, forward‑looking power price forecasts from third party consultants
for the purposes of asset valuations. In the UK, an equal blend is taken from the most recent central
case forecasts from two leading consultants, whilst in Sweden an equal blend is taken from the
most recent central case forecasts from three leading consultants. This is then blended with actual
pricing for forward market trades for the next four years in Sweden and the next three years in
the UK enabling a more holistic view of the power market to be included in the valuation. Where
fixed price arrangements are in place, the financial model will reflect this price for the relevant time
frame. The impact of our short‑term power hedging strategy is also included in this step.
The consultant power price forecasts that are used in the valuations are set out below, alongside a
comparison against the last reporting period.
0
10
20
30
40
50
60
70
80
90
2025 2028 2031 2034 2037 2040 2043
2046 2049 2052 2055
SE2 Q4’24 SE2 Q4’23 SE3 Q4’24
SE3 Q4’23
SE4 Q4’24
SE4 Q4’23
Sweden baseload €/MWh
0
20
40
60
80
100
120
2025 2028 2031 2034 2037 2040 2043
2046 2049 2052 2055
Q4’24
UK baseload (£/MWh)
Q4’23
Inflation
13
2025 inflation forecasts were revised during the period reflecting the increasing rate of inflation
and in line with a consensus of over 50 forecasting bodies.
The Group is now using a near‑term (calendar year 2025) RPI inflation forecast of 3.30% for the
purposes of UK asset valuations, falling to a medium‑term inflation forecast of 3.00% from 2026.
From 2030 onwards, this forecast reduces to 2.25% in line with the RPI reform announced by the
UK Government.
A near‑term inflation (calendar year 2025) forecast of 1.9% is applied to euro denominated
revenues, whereas SEK denominated costs are inflated by 2.0%. For both currencies, the forecast in
the medium term (2026 onwards) to long term remains at 2.0%, in line with the long term Swedish
central bank’s target inflation rate.
Models are updated quarterly to reflect historic inflation.
Investment Manager’s Report continued
13
This is a component of the Fair Value of Investment.
Downing Renewables & Infrastructure Trust plc Annual Report | 43
FX
13
The impact of foreign exchange movements on underlying investment valuations. The impact of the
foreign exchange hedging activity is included in this movement.
Cashflows from assets that are generated in a non‑sterling currency are converted in each period
they are earned using the actual hedges in place, with the residual amounts converted at the
relevant exchange rate.
The relevant exchange rate is taken from a forward curve provided by the Company’s foreign
exchange advisors for four years, at which point the exchange rate is held constant due to the
impracticalities of hedging currency further into the future.
Other items reflect changes to the underlying valuations as a result of changes to long-term capital
expenditure assumptions and long‑term debt pricing, along with other minor changes including
increases relating to improved spot rates and impact from increasing the size of the facility.
Acquisitions
13
The difference between the original cost of an investment and the revaluation of that investment
throughout the year.
Dividends
Distributions paid by the Company in the period.
Share buybacks
This is the cost of repurchasing shares in the market.
Management Fee
Fees charged to the Company by the Investment Manager.
Other costs and charges
Charges incurred by the Company, and its immediate subsidiary DORE Hold Co Limited, in its normal
operations. No transaction costs are included. Includes cost of borrowing related to the RCF.
Asset Life
Where the land is owned by an external landlord, which is the case for the UK solar and Icelandic
Hydro, asset operations have been modelled to the earlier of the expiry of the planning or permit,
and the lease agreement. As well as these factors, life assumptions are also capped at the useful
economic life of the specific equipment installed on site.
An average useful economic life of 25 years is used for the UK solar portfolio. It is noted that over
the last few years the market has started to assign economic value to years 25‑40 for solar assets,
where lease and planning arrangements allow. DORE has and will continue to explore opportunities
with local councils and landlords to extend existing planning permissions and lease agreements. In
several cases this has been successful and extensions to planning permission have been granted.
Investment Manager’s Report continued
13
This is a component of the Fair Value of Investment.
44 | Downing Renewables & Infrastructure Trust plc Annual Report
Where the land is owned with the asset, which is the case for the Swedish hydro assets, there are
no constraints in terms of lease agreements that need to be considered in the valuation. Also, due
to the nature of hydro as an asset class, the assets have a very long life assuming an appropriate
level of capex to maintain the equipment and dams etc.
Portfolio Valuation Sensitivities
The NAV reflects the fair market valuation of the Company’s portfolio based on a discounted cash
flow analysis over the life of each of the Group’s assets plus the cash balances of the Company and
its holding Company and other cash and working capital balances in the Group.
The portfolio valuation is the largest component of the NAV, and the key sensitivities to this
valuation are considered to be the discount rate and the principal assumptions used in respect of
future revenues and costs.
A broad range of assumptions are used in the Company’s valuation models. These assumptions are
based on long‑term forecasts and are generally not affected by short‑term fluctuations in inputs,
whether economic or technical.
The Investment Manager exercises its judgement and uses its experience in assessing the expected
future cash flows from each investment.
The impact of changes in the key drivers of the valuation are set out below.
Discount Rate
The weighted average discount rate of the portfolio at 31 December 2024 was 8.0% (2023: 7.7%).
The Investment Manager considers a variance of plus or minus 1.0% is to be a reasonable range of
alternative assumptions for discount rates.
Energy Yield / Availability
For the solar assets, our underlying assumption set assumes the so called P50 level of electricity
output based on reports by technical advisors. The P50 output is the estimated annual amount of
electricity generation that has a 50% probability of being exceeded and a 50% probability of being
underachieved.
For hydropower assets, the expected annual average production is applied to the valuation, similar
to the P50 assumption applied to solar assets. Given the long operational record of the hydropower
assets, the annual production forecast is derived from historic datasets and validated by technical
advisors.
Grid infrastructure assets do not generate energy. For Mersey, a shunt reactor, availability is used
as a comparable sensitivity. Blåsjön is not dependent on availability, as the regulator sets the total
revenue cap and therefore its result does not vary in this sensitivity.
The Energy Yield sensitivities uses a variance of plus or minus 5% applied to the generation.
Investment Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 45
Price
The power price sensitivity assumes a 10% increase or decrease in power prices relative to the base
case for each year of the asset life.
While power markets can experience volatility in excess of plus or minus 10% on a short‑term basis,
the sensitivity is intended to provide insight into the effect on the NAV of persistently higher or
lower power prices over the whole life of the portfolio, which is a more severe downside scenario.
Grid infrastructure assets do not generate energy and are therefore not reliant on power prices.
Mersey is reliant on a contract with National Grid which is currently in place until 2032. After this
agreement expires the price is unknown; pricing after 2032 has been sensitised relative to the
base case. Blåsjön is reliant on the WACC assumption which is set by the regulator and drives the
regulatory cap. The WACC assumption can be used as a comparable sensitivity for pricing.
Inflation
The Company’s inflation assumptions are set out above. A long‑term inflation sensitivity of plus and
minus 1.0% is presented below.
Foreign Exchange
The Company’s foreign exchange policy is set out above. A sensitivity of plus and minus 10% is
applied to any non‑hedged cashflows derived from non‑sterling assets. The Company will also try
to ensure sufficient near‑term distributions from any non‑sterling investments are hedged.
Negative directional change to assumption
(15.00) (10.00) (5.00) 0.00 5.00 10.00 15.00
Discount rate (+/- 1%)
Inflation (+/- 1%)
Generation (+/- 5%)
Power prices (+/- 10%)
FX (+/- 10%)
NAV Movement (PPS)
Positive directional change to assumption
Investment Manager’s Report continued
46 | Downing Renewables & Infrastructure Trust plc Annual Report
Downing’s Approach to Sustainability
Central to DORE’s ethos is a commitment to be a sustainable investor, one which is shared with the
Investment Manager, and is contextualised by key commitments of Downing.
Signatories and Memberships
Downing is a signatory to: the UN Principles for Responsible Investment, the Financial Reporting
Council’s UK Stewardship Code, and the UN Global Compact. The Investment Manager’s full
Stewardship Report can be viewed on their website https://institutional.downing.co.uk/sustainability.
Downing is also a member of GRESB (including its Technical Expert Group for Infrastructure) and,
the Institutional Investors Group on Climate Change (including the Climate Action 100+ investor
collaboration and its UK Taxonomy working group, advising HM Government on the new regulation).
DORE publicly supports TCFD and the Transitions Pathway Initiative. These commitments lead to our
integration of ESG factors in its investment process, from pre-deal screening through to active asset
management, and the principle of active ownership.
In addition to a high degree of taxonomy alignment, the United Nations’ Sustainable Development
Goals are frequently used to describe the positive contribution that our investments make to help
solve some of the most pressing needs facing our environment and society. Collaboration and
sharing expertise are fundamental to responsible investment. As part of DORE’s contributions to
the sustainability sector, we support the below initiatives, and actively participate in their various
initiatives.
Sustainability and Responsible Investment
Transition
Pathway
Initiative
STEWARDSHIP
CODE
Downing Renewables & Infrastructure Trust plc Annual Report | 47
Given their nature, DORE’s
investments can play a role
in enabling and making a
positive contribution to
several UN Sustainable
Development Goals, and
their sub-targets:
Target 7.1:
By 2030, ensure universal access to affordable, reliable and modern energy services.
Target 7.2:
By 2030, increase substantially the share of renewable energy in the global energy mix.
Target 9.4:
By 2030, upgrade infrastructure and retrofit industries to make them sustainable, with
increased resource-use efficiency and greater adoption of clean and environmentally
sound technologies and industrial processes, with all countries taking action in
accordance with their respective capabilities.
Target 13.3:
Improve education, awareness-raising and human and institutional capacity on
climate change mitigation, adaptation, impact reduction and early warning.
Target 13.2:
Integrate climate change measures into national policies, strategies and planning.
Target 15.5:
Take urgent and significant action to reduce the degradation of natural habitats, halt
the loss of biodiversity and, by 2020, protect and prevent the extinction of threatened
species.
Target 15.9:
By 2030, integrate ecosystem and biodiversity values into national and local planning,
development processes, poverty reduction strategies and accounts.
Target 15.a:
Mobilize and significantly increase financial resources from all sources to conserve
and sustainably use biodiversity and ecosystems.
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48 | Downing Renewables & Infrastructure Trust plc Annual Report
Looking externally and internally
As an active owner of renewable energy assets, our investments naturally contribute to climate
change mitigation by in many instances reducing the greenhouse gas emissions from burning fossil
fuels to generate power.
Net zero electricity by 2030 remains the Government’s target but could be increasingly under
pressure. There are risks to net zero in terms of financial commitments, and therefore to renewables.
All are subjects for monitoring and for engaging with policymakers through dialogue, consultations
and working groups of ESG associations.
Policy advocacy is an important part of sustainability at the Asset Manager, to whom DORE
delegates the day-to-day management of its portfolio. DORE’s assets contribute to net zero targets
in the UK, Sweden and Iceland. And to their nationally determined contributions, which are part of
the UN COPs and next due in 2025.
The deployment of current renewable energy technologies has continued in 2024. The Asset
Manager has a structured process for identifying and managing both ESG risk and opportunity:
i. the identification of material factors;
ii. detailed assessments for deals, referencing guidance from the Global Real Estate Suitability
Benchmark (GRESB), Taskforce for Climate Related Financial Disclosures (TCFD), Sustainability
Accounting Standards Board (SASB), and the Sustainable Finance Disclosures Regulation (SFDR);
iii. discussion and governance at investment committee;
iv. a list of sustainability actions handed over for asset management.
CO2 emissions
A CO2 emission reduction target has been set for the hydropower portfolio: one third reduction of
emissions per megawatt hour of power generated, by 2032. This contributes to the Asset Manager’s
net zero commitment, announced in 2023. Progress will be reported here in future. The main focus
for the first half of this decade has been data and reporting operational greenhouse gas emissions.
The Asset Manager has begun looking at the embodied lifecycle carbon of existing wind, solar and
hydro assets to complete emissions reporting.
After the collection of data and assessment of a baseline, the next step is a strategy for carbon
reduction and removal. By no means are these the solution to climate change, hence outlawing the
saying ‘carbon neutral’ by the EU in future if only using offsets. Instead, they play one role among
many in decarbonising.
The Asset Manager worked with investors who had a strategic asset allocation requirement for
renewable energy, but with more ambition for net zero by 2030: ten per cent of portfolio assets
must be carbon neutral today.
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Downing Renewables & Infrastructure Trust plc Annual Report | 49
Reducing emissions will take time. Offsets are therefore acceptable for removing carbon, however
they have critics: rule of property, rule of law, encouraging more pollution and no additionality.
So a requirement of using offsets from removal now was high quality accreditation. For our investors,
this means PAS2060 as set by BSI resulting in the choice of a rainforest conservation project.
Outcomes
Other outcomes for sustainability in 2024 included:
• Joining the Solar Stewardship Initiative to contribute to, and use, ESG, procurement and
traceability standards in the sector, alongside solar manufacturers. This goes with our screening
for ESG risks in solar procurement, like human rights.
• Downing Hydro AB was proud to announce its 2024 results in the GRESB assessment, an
independent and standardised sustainability benchmark used by investors and clients. The main
performance highlights saw Downing Hydro AB:
o Achieve 90 points out of 100, surpassing the GRESB average in all categories.
o Rank 1
st
out of 695 GRESB participants for the performance component.
o Rank 2
nd
out of six hydroelectric power generation managers in Europe overall.
• Beginnings of a response to new rules from Defra on credits to achieve biodiversity net gain on
development – housing or renewables – projects in England
• Scoring five stars out of five for the Infrastructure module in UNPRI, as ESG association of over
3,000 members that assesses their strategies and tools each year
Module score
Star score
>=10 and
<=50%
>=10 and
<=50%
>=10 and
<=50%
AUM coverage
PRI Median Module Score
SUMMARY SCORECARD
Policy Governance and Strategy
Direct - Private equity
Direct - Infrastructure
Direct - Listed equity -
Active fundamental
(o<=25%)
(>40<=65%)
(>65<=90%)
(>90%)
(>25<=40%)
93
81
94
97
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50 | Downing Renewables & Infrastructure Trust plc Annual Report
In line with the FCA’s anti greenwashing rule, we do not make claims about how ‘sustainable’,
‘green’, ‘ESG-positive’, ‘impactful’ or ‘transitioning’ our activities are. Instead, we invite readers to
form their own conclusions for how material sustainability factors are integrated to investments
and how we compare to peers in independent reviews.
CO2 Offsets – Rainforest Conservation in Sierra Leone
During 2024, DORE purchased 166 tonnes of CO2 from this project. This is allocated to offset the
Green House Gas (GHG) Scope 3 emissions of the Group. It was purchased through the carbon
finance business, Respira.
In alignment with the Funds commitment to optimizing its contribution to target 15 of the
UN Sustainable Development Goals (Life on Land), the offsets purchased are supporting the
conservation of the highly threatened Gola Rainforest National Park, which is Sierra Leone’s largest
remaining area of upper Guinea Tropical Rainforest. The area is assessed to be one of the 25 most
important biodiversity hotspots in the world. The ecological importance in combination with the
solid monitoring of the project aligns it with the ambitions of the Fund. The project also meets the
requirements of ISO14068.
The project as a whole is assessed to ensure that around 19 million tonnes of carbon remain locked
within the rainforest, and it’s estimated that 500K tonnes of CO2 would have been emitted annually
in the absence of this project. These offsets are calculated using a baseline created through GIS spatial
data where the deforestation over the next 30 years was modelled. This project uses conservative
and rigorous baselining to ensure the effects of the project aren’t exaggerated. The CO2 stored in
the forest is based on both modeling where the baseline is compared to the current status of the
forest and real measurements from the field.
The project has a durability guarantee of 30 years and all partners have committed to ongoing audits.
The project developer is Gola Rainforest Conservation LG, which is formed by the partnership of
the Forestry Division of the Government of Sierra Leone, the Conservation Society of Sierra Leone
(CSSL), the Royal Society for the Protection of Birds (RSPB). The offsets are verified and audited on
an ongoing basis by Verra, their Verified Carbon Standard (VCS) Program is the world’s most widely
used GHG crediting program.
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Downing Renewables & Infrastructure Trust plc Annual Report | 51
Keeping up with the latest ESG standards - GRESB Results
During the year the Company’s hydropower portfolio participated in the Global Real Estate
Sustainability Benchmark (GRESB) assessment. GRESB is an independent and standardized
sustainability benchmark used by investors and clients globally.
Participation involved a multi-disciplinary team striving to remain at the forefront of sustainable
asset management and ESG standards. The GRESB standard is another step towards transparency
in an enhanced set of ESG parameters, now expanded to cover themes such as protected land and
other biodiversity KPIs. The work that goes into this will also positively impact the other technologies
of the Fund, as policies and processes are developed and implemented across the entire portfolio.
This annual exercise benchmarks DHAB against its peers and guides business intelligence and
decision-making around ESG topics. Compared to our peers in hydroelectric production across
Europe, DHAB placed second out of six peers. Out of all the categories, the Company was especially
pleased with the performance score of the portfolio which was 60/60 and thus being ranked first in
the peer group on this parameter, showing the readiness to report on all the numerical parameters
requested, which spanned from waste to health and safety to biodiversity.
We will continue to enhance the Company’s solid ESG frameworks and working practices across
the portfolio as appropriate going forward.
Interactive Education
The Company remains committed to the UN’s Sustainable Development Goal 13.3, which aims to
“improve education, awareness-raising and institutional capacity on climate change mitigation,
adaptation, impact reduction and early warning”.
Over the year we’ve had three school visits carried out in Sweden during the spring. The pupils were
filled with curiosity and questions, with one expressing an interest in working with hydropower in
the future. As the relationship with the communities develop, so will the opportunities for further
school visits in the future. The Asset Manager believes this is a great way to connect and reach out
to the local community.
UK programme of school visits
During the autumn the focus has been on the UK solar sites as we’ve had multiple school visits.
The Company’s partnership with Earth Energy Education continues and during 2024 we had a
total of 4 school visits carried out and 6 workshops hosted. These activities have reached a total of
470 primary school pupils over the past year. The Company is delighted to hear that the teachers
have stated the site visits and workshops are now considered a standing item in their curriculum.
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52 | Downing Renewables & Infrastructure Trust plc Annual Report
The Company is actively exploring additional ways to support Earth Energy Education to reach even
more children and teenagers across the UK. Considering the positive feedback and connection
we’re able to form with the local communities the Company is excited to continue this partnership
into the next year and beyond.
Climate Disclosure, based on the recommendations of the Climate Related Financial
Disclosures (“CFD”)
The Company is not required to disclose under CFD. We are supporting its ethos and purpose of
addressing the systemic financial market risk of climate change by integrating climate as a factor to
governance, strategy, risk and metrics activity. We are pleased to share our latest climate disclosure
below.
The CFD Recommendations are structured around four pillars: 1. Governance; 2. Strategy; 3. Risk
Management; and 4. Metrics & Targets.
The Company strives to maintain the highest standards of corporate governance and effective
risk management at both a Company and a portfolio level. Many of those recommendations are
voluntarily followed in order to enhance the Company’s disclosures. As reporting climate impacts
under CFD becomes a mandatory requirement for more entities, these disclosures shall be enhanced
to ensure full compliance with all the recommendations of the framework and any sector specific
additional guidance. Similarly, as nature disclosures, under TNFD, become more common, these
disclosures shall be further enhanced.
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Downing Renewables & Infrastructure Trust plc Annual Report | 53
1. Governance
Governance is the responsibility of the Board, with key functions delivered through delegated
committees with the oversight of the Board and the ongoing support of advisors and the Investment
Manager.
The Board meets on at least a quarterly basis, with additional meetings arranged as appropriate.
Information relating to the Company’s activities in fulfilling its sustainable Investment Objective,
as an Article 9 fund under the EU’s SFDR regime, are presented on at least a quarterly basis. This
enables the Board to satisfy itself that it is fulfilling the climate mitigation obligations explicit in the
Company’s Sustainable Investment Objective; “to accelerate the transition to net zero through its
investments, compiling and operating a diversified portfolio of renewable energy and infrastructure
assets to help facilitate the transition to a more sustainable future. This directly contributes to
climate change mitigation.”
On at least an annual basis the Board reviews climatic data, specific to the geographies and asset
types in the portfolio, in order to review and develop the Company’s strategy in relation to the risks
and opportunities from climate change.
The remit of the Board and its committees are set out in more detail in the Corporate Governance
Statement on pages 84 to 95. However, specifically the role of the Audit and Risk Committee is
to monitor the effectiveness of the Company’s financial reporting, its auditor, systems of internal
control and risk management, and the integrity of the Company’s external audit processes. In fulfilling
this purpose, the Committee has oversight of financial disclosures, including TCFD reporting.
In addition to the Board’s oversight functions, the Directors have appointed an Investment Manager
and delegated the day-to-day management of the Company to the Investment Manager. Rather
than creating new structures to govern and oversee the management of climate change risks and
opportunities, the Investment Manager has integrated climate change into its existing structures,
processes and risk registers. On the instruction of the Board, the Investment Manager gathers
portfolio data on an ongoing basis, that enables the Board to oversee the delivery of the Company’s
Sustainable Investment Objective. The Investment Manager produces its own CFD, available at
www.downing.co.uk/responsible-investing.
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54 | Downing Renewables & Infrastructure Trust plc Annual Report
The Investment Manager integrates material sustainability into its investment and engagement
processes, with climatic factors forming integral components of the investment thesis. The
Investment Manager operates an Investment Committee to oversee and approve the acquisition
and disposal of assets on behalf of the portfolio. Climatic factors are reviewed as critical components
of the investment thesis.
2. Strategy
Scenario Analysis for Strategy Development
In order to analyse the potential range of risks and opportunities associated with climate change,
the Board selected three scenarios from the potential six developed by The Central Banks and
Supervisors Network for Greening the Financial System (“NGFS”). Selecting one scenario from each
of the available boxes enabled the Board to consider the possible combinations of physical and
transitional risks.
NGFS Scenarios
Low Physical RiskH kHigher Physical Risk
Disorderly
Orderly Hot house world
Divergent
Net Zero
Current
Policies
NDCs
Below 2° C
Net Zero
2050
Physical risks arise from the changes in weather and climate that impact infrastructure and
economic activity. They are acute risks such as extreme weather events or chronic risks such as
rising sea levels.
Transition risks are the changes arising from a transition to a low-carbon economy. They could
arise from changes in public sector policies, innovation or the affordability of certain technologies,
investor or consumer sentiment towards behaviours or products.
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The three selected NGFS scenarios are:
1. The Current Policies Scenario (Base Case) worst outcome and assumes that only currently
implemented policies are preserved, leading to high physical risks. Emissions grow until
2080 leading to about 3°C of warming and severe physical risks. This includes irreversible
changes like higher sea levels. This is updated often, to reflect the latest ‘current’ policies set
by governments.
2. The Delayed Transition Scenario assumes global annual emissions do not decrease until
2030. Strong policies are then needed to limit warming to below 2°C. Negative emissions
are limited. This scenario assumes new climate policies are not introduced until 2030, and
the level of action differs across countries and regions based on currently implemented
policies.
3. The Net Zero 2050 Scenario is an ambitious, best outcome, scenario that limits global
warming to 1.5°C through stringent climate policies and innovation, reaching net zero CO
2
emissions around 2050. Some jurisdictions such as the US, UK, EU and Japan reach net zero
for all greenhouse gases by this point. This scenario assumes that ambitious climate policies
are introduced immediately. Physical risks are relatively low, but transition risks are high.
Scenario Probabilities
These scenarios are not predictions and instead are presented as hypothetical outcomes. However,
an analysis of their relative probability indicates how strategy may develop over time or indeed
where the Board focused their analysis.
Given recent geopolitics, the Net Zero 2050 Scenario is still assessed to be the least probable of
the three scenarios recognizing the lack of sufficient international consensus, co-operation and
investment. The Net Zero 2050 Scenario is dependent upon near term variables and so without
significant change, its probability will drop sharply in the near term.
Whilst the Current Policies Scenario is regularly reviewed, it remains the base case scenario with
the greatest probability. If policy progress remains limited, the probability attributed to this >3˚C
scenario will increase over time.
The probability of achieving a Delayed Transition Scenario is dependent upon future unknown
variables, therefore without any significant change over the medium term, its probability will likely
increase over time.
Recognising that the Current Policies Scenario is considered the most probable, the Board’s analysis
of Climate risks was focused on an assumption of higher physical risks and lower transitional risks.
The relative probability of these scenarios will be reviewed on at least an annual basis and will inform
future strategy development.
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56 | Downing Renewables & Infrastructure Trust plc Annual Report
Analysis Periods for Strategy Development
Recognising the international climate policy focus on the next 30 years and the projected lifespan of
a number of the assets within the Company’s portfolio, the Board’s scenario analysis was considered
over a 30-year period, sub divided into three time horizons: short-term 2024-2030; medium term
2031–2040; and long-term 2041-2050.
The illustrative table below shows how the relative combinations of physical and transitional risks
might be expected to develop over time and why the Board’s analysis focused on physical risks.
Illustrative Risk Composition over time
Risk Composition
Short Term
2024 - 2030
Medium Term
2031 - 2040
Long Term
2041 - 2050
Current Policies Physical High Higher Highest
Transitional Low Low Low
Delayed Transition Physical High Higher Low
Transitional Low Highest High
Net Zero 2050 Physical Low Lower Lowest
Transitional Low Lower Lowest
Physical Factors, Portfolio Impacts and Modelling
Whilst climate change is complex, physical risks and opportunities to the portfolio were identified
across four principal factors: air temperature change, wind speed change, precipitation level change
and change to incidence rate of extreme weather events.
In addition to the data above, portfolio efficiency, micro and macro-economic data is reported to
the Board on a quarterly basis. Data relating to generation and portfolio efficiency is utilised to
assess the effect of any physical risks to the portfolio and the Company’s delivery of its sustainable
Investment Objective. Micro and macro-economic data, for example energy commodity prices and
subsidy rates are utilised to assess the impact of transitional risks.
For each risk factor, the portfolio technology and geographic location were considered to assess the
potential impact on the portfolio. An appropriate modelling input was then identified to enable the
Board to assess the potential impact of the factor. This is to meet the fiduciary duty of preserving
the value of assets.
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Downing Renewables & Infrastructure Trust plc Annual Report | 57
For example, the table below describes how a projected change in precipitation may require changes
to ground maintenance activity associated with the solar portfolio and therefore how operational
costs could change over time to reflect this. Meanwhile changes to precipitation rates could affect
generation from hydropower assets.
Physical Factors, impact and modelling table
Physical Factors
Solar Hydropower Wind Grid
Impact
on Portfolio
Assumption
to flex
Impact
on Portfolio
Assumption
to flex
Impact
on Portfolio
Assumption
to flex
Impact
on Portfolio
Assumption
to flex
Air Temperature Δ Change in tech
efficiency due
to temperature
fluctuations.
Performance
ratio
Timing of
spring melt
Maintenance
cost increases
(coolants)
Generation
profile
Non-measurable
impact on
performance
N/A Non-measurable
impact on
performance
N/A
Wind Δ Mounting structure
maintenance, potential
to reduce surface
temperature of modules
Operational
costs
Nil N/A Higher levels of
generation
Generation Non-measurable
impact on
performance
N/A
Precipitation Δ Ground maintenance
activity, potential to
impact on surface dust
of modules
Operational
costs relating
to land
management
More water
flow and
generation
capability
Generation Non-measurable
impact on
performance
N/A Non-measurable
impact on
performance
N/A
Extreme Weather Δ Damage to equipment
leading to shorter useful
life or impairment
Operational
costs
(insurance
premiums)
/ Capex on
drainage
Spill (efficiency
during high
water flow)
/ equipment
damage.
Possible
inundation of
asset
Generation
/ Capex
Reduced
availability due
to high winds
/ equipment
damage leading
to shorter
useful life or
impairment
Generation
/ Opex
Damage to
equipment
leading to
shorter useful life
or impairment
Efficiency or
output loss from
network outages
Operational
costs
(insurance
premiums)
/ Capex on
drainage
A worked example - precipitation change under the current policies scenario
The company’s solar assets are predominantly located in the United Kingdom. The left and middle
maps show the projected change in Precipitation (in %) in United Kingdom since the reference period
1986-2006, in the years 2030 and 2050 under a NGFS current policies scenario. The third map
shows the difference between the two.
Precipitation Change UK
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Short Term: Solar modules are typically hydrophobic, making it unlikely that increased precipitation
would result in mineral build-up on the modules, however prolonged periods of cloud cover may
marginally reduce generation over the short term. Increased precipitation could increase the growth
of vegetation around module arrays and require more frequent maintenance as a result. To monitor
these short-term effects, the efficiency of modules and their generation profiles are monitored on
an ongoing basis with this data built into ongoing portfolio valuations. Valuation models already
allow for ad hoc maintenance costs within operational expenditure.
Medium Term: Consistently higher precipitation rates may require additional capital expenditure to
improve site drainage.
The Company’s hydropower assets are predominantly located in Sweden. The left and middle
maps show the projected change in Precipitation (in %) in Sweden and Iceland since the reference
period 1986-2006, in the years 2030 and 2050 under a NGFS current policies scenario. The third
map shows the difference between the two.
Precipitation Change Sweden & Iceland
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Short, Medium and Long Term: Increased precipitation rates are likely to have a positive effect on
generation from hydropower assets. Marginal increases to routine maintenance are likely to be
offset by increased generation.
These worked examples focused solely on projected precipitation changes in isolation from other
factors, across two technology types and geographies. When considered alongside other factors
like changes in air temperature and wind speed, the potential future variation in water supply to
Nordic and Icelandic hydropower assets were assessed to have a more significant potential impact
on portfolio valuations than the marginal impact from UK based solar assets. For this reason,
significant work is undertaken before the acquisition of the hydropower portfolio and the forecast
impact of climate change on the specifics assets was included within financial pricing models.
Increased precipitation, both on an annual basis and on shorter timeframes can challenge the ability
to handle high water flow. Temperature drives the melting of snow reservoirs and milder winters
can result in earlier spring floods and increased flow during the winter months.
When the data is available, we consider using seasonal inflow a more accurate measure than
precipitation alone as it reflects the dimensioned flow that the power plant will get, both in terms of
production and excess water flow.
The projected changes to the climate bring several other considerations in terms of potential impact
to asset valuations. Increased inflow during winter months can be beneficial if, through dispatch
control, it correlates with higher electricity market prices, although changes can also impact the
level of wind generation and changing demands for heat.
The relative impact of Physical and Transitional risks
Changes to physical factors are projected from modelled greenhouse gas emissions, extrapolated
principally from population growth, economic activity, energy utilisation and the generation mix.
Many of these physical factors are omni-directional and the potential effects are assessed to be
gradual.
Transitional factors can have a much wider spread of potential outcomes as a result of concentrated
human decision-making. For example, policy changes to government subsidies can be influenced by
a relatively small number of people over a short period of time.
Across each of the three scenarios there is an assumption that policies and consumer preferences
are likely to become more supportive of renewable energy generation, eg, solar, over time. Whilst
harder to project than the portfolio effects of physical risks, transitional factors are likely to remain
supportive of portfolio valuations.
Portfolio Sensitivity Analysis
Building on the scenario modelling and assumptions above, and data provided by NGFS for the most
likely scenario we are able to quantify the impact on environmental factors over an appropriate
timeframe. The percentage change in each metric is compared to the base year of 2020.
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60 | Downing Renewables & Infrastructure Trust plc Annual Report
Metric 2030 2040 2050
United Kingdom
Air Temperature Δ
temperature of air masses two meters
above the Earth's surface
0.3% 0.6% 0.7%
Wind Δ
velocity of an air mass 10 metres above
ground
-0.8% -1.1% -1.9%
Precipitation Δ
mass of water (both rainfall and snowfall)
falling on the Earth's surface
0.5% 2.9% 3.4%
Extreme Weather Δ
Percentage change in the cost of damage
from such events
7.7% 17.0 % 23.4%
Sweden
Air Temperature Δ
temperature of air masses two meters
above the Earth's surface
0.4% 0.9% 1.2%
Wind Δ
velocity of an air mass 10 metres above
ground
-0.8% -1.2% -1.9%
Precipitation Δ
mass of water (both rainfall and snowfall)
falling on the Earth's surface
0.9% 1.7% 2.0%
Extreme Weather Δ
level of damage from river floods that is
expected to occur every year, measured
in USD.
32.3% 56.0% 31.2%
Iceland
Air Temperature Δ
temperature of air masses two meters
above the Earth's surface
0.1% 0.7% 1.0%
Wind Δ
velocity of an air mass 10 metres above
ground
-1.1% -1.4% -1.9%
Precipitation Δ
mass of water (both rainfall and snowfall)
falling on the Earth's surface
0.2% 1.8% 1.4%
Snow Δ
mass of water falling on the Earth’s surface
in the form of snow
-2.7% -6.4% -11.8%
Taking the changes into account and making appropriate adjustments to valuation assumptions,
through generation profiles and levels, operational expenditure (including insurance premiums) and
capital expenditure, provides us with an estimate of the potential financial impact of climate change
to the Company.
The estimated impact on the NAV of the Company would be approximately 0.74 pence per share.
Strategic Implications and Resilience of DORE’s Climate Change strategy
The physical risks of climate change present manageable risks to the portfolio, however society’s
transition to a lower carbon economy presents significant opportunities and upside potential for
the Company. The Company’s Investment Objective is to provide investors with an attractive and
sustainable level of income returns, with an element of capital growth, by investing in a diversified
portfolio of renewable energy and infrastructure assets in the UK, Ireland and Northern Europe.
Significant growth in renewable energy and its associated infrastructure is critical to meeting the
required emissions reductions across an expanding electricity generation sector. This positions the
Company well to continue delivering value to investors through its climate strategy.
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3. Risk Management
The ongoing performance of the Company’s portfolio and all material factors affecting valuation are
reviewed by the Board on a quarterly basis. Market, climatic factors and events affecting valuation
are constantly monitored by the Investment Manager, with any extraordinary events leading to
material changes to valuation communicated to investors.
4. Metrics and Targets
The following data is currently utilised to support modelling of risks and opportunities in relation to
the portfolio’s technical generation mix and geographic exposure. The three common factors across
analysis of the portfolio are air temperature, wind speed and precipitation. In addition to these
three common factors a fourth data source has been selected for each geography and portfolio
technology, as a proxy for potential changes to costs of extreme weather events. The common
source of the data is the NGFS Current Policies Scenario and the time period selected aligns to the
short, medium and long term horizons identified during scenario analysis for strategy development.
Relevant Physical Climate Risks (Chronic)
Projected Air Temperature Change (UK and Sweden)
Projected Wind Speed Change (UK and Sweden)
Projected Precipitation Rate Change (UK and Sweden)
Projected annual % change in cost of expected damage from tropical cyclones (UK)
Projected annual % change in cost of expected damage from river floods (Sweden)
These data sources are updated and reviewed on an annual basis to continue to support scenario
analysis and strategy development. Over time, additional data sources may be selected to reflect
the portfolio’s diversification by technology and geography.
In addition to the data above, portfolio efficiency, micro and macro-economic data is reported to the
Board on a quarterly basis. Data relating to generation and portfolio efficiency is utilised to assess the
effect of any physical risks to the portfolio and the Company’s delivery of its Sustainable Investment
Objective. Micro and macro-economic data, for example energy commodity prices, carbon emissions
allowance prices and subsidy rates are utilised to assess the impact of transitional risks.
Scope 1 Emissions: When considering the direct emissions of sources of combustion owned or
operated by the Company, we assess these to be negligible because DORE does not own or lease
buildings or vehicles. In addition, the majority of the Company’s business has been conducted virtually.
Scope 2 Emissions: The Scope 2, purchased power, emissions of the portfolio during the period are
estimated to be 12.6 tCO2e. These emissions stem principally from electricity utilised by the hydropower
assets within the portfolio and are estimated on the basis of electricity usage and geographically specific
residual grid emissions factors (which for the regions is low carbon hydro or nuclear).
Scope 3 Emissions: The Scope 3 emissions of the portfolio are estimated to be 217 tCO2e. During the
2023 period, an assessment was carried out on the emerging Scope 3 reporting standards expected
from the Company as an infrastructure investor, using guidance from the Greenhouse Gas Protocol.
As a result, Scope 3 emissions reporting has been significantly enhanced to cover more factors in the
Company’s value chain. The emissions reported come from equipment purchased for maintenance,
operational waste, grass-cutting, solar panel cleaning and the accrued mileage of contractors making
routine site visits throughout the reporting period. In 2024, the company set a target for emissions
reduction as part of the Manager’s own commitment as a net zero Asset Manager (see above).
Sustainability and Responsible Investment continued
62 | Downing Renewables & Infrastructure Trust plc Annual Report
Key Performance Indicators
Key Performance Indicators 1 Jan 2024 – 31 Dec 2024 1 Jan 2023 – 31 Dec 2023
Environmental performance
Number of renewable generation assets 4,860 4,868
MW of installed renewable generation capacity 159.05 202.9
GWh renewable energy generated 343 395
Share of non-renewable energy production* 0% 0%
GHG emissions avoided (tCO2e) (Scope 4) 161,620 186,348
Equivalent UK homes powered 126,916 146,183
Equivalent trees planted 950,708 1,096,166
GHG emissions (Scope 1) (tCO2e) 0 0
GHG emissions (Scope 2) (tCO2e) 12.6 8.7
GHG emissions (Scope 3 excluding CO2 Offsets) (tCO2e) 383 340
GHG emissions (Scope 3) (tCO2e) 217 340
Total GHG emissions (tCO2e) 230 348
Carbon footprint (tCO2e/€m) 0.75 1.1
GHG intensity of investee companies (tCO2e/€m) 5.8 9.7
Share of non-renewable energy consumption 64%** 65%
Energy consumption intensity per high impact
climate sector (gWh/€m)
0.05 0.04
Reservoir capacity managed (Mm
3
) 248.3 213.2
Acres of land managed 1074 1070
Acres of habitat removed 0 0
Acres of habitat enhanced or restored 0 0
Acres of Habitat protected (on-site) 34.5 32.1
Acres of Habitat protected (off-site) 61.7 61.7
Acres of habitats maintained 421.7 414.5
Acres of land grazed 254 313
Number of beehives 20 17
Number of bird boxes 28 26
Number of bat boxes 22 22
Environmental incidents (including non-compliance with
permits/regulations)
2*** 0
Activities negatively affecting biodiversity sensitive areas 0 0
Hazardous waste ratio (tonnes/€m) 0 0
Wildlife fatalities 2**** 5
Downing Renewables & Infrastructure Trust plc Annual Report | 63
Key Performance Indicators continued
Key Performance Indicators 1 Jan 2024 – 31 Dec 2024 1 Jan 2023 – 31 Dec 2023
Social performance
O&M FTE jobs supported 22 28
Number of health and safety audits 32 35
Number of serious accidents or injuries 0 0
Number of sites able to host educational visits 4 3
Number of renewable energy education events sponsored 10 13
Community funding £75,607 £114,908
GWh free or discounted renewable energy to homes and
businesses
18 20
Value of free or discounted renewable energy to homes
and businesses
£4.7m £5.2m
Exposure to companies active in the fossil fuel sector 0% 0%
Lack of processes and compliance mechanisms to monitor
compliance with UN Global Compact principles and
OECD Guidelines for Multinational Enterprises
No No
Exposure to controversial weapons 0% 0%
Investee countries subject to social violations 0 0
Governance performance
Unadjusted gender pay gap N/A N/A
Portfolio board gender diversity (female %) 1:2.2 1:2.3
* The energy production is decreased due to the disinvestment from Gabriel Wind South.
** DORE’s Swedish assets’ energy supply comes from the typical fuel mix of the grid in Sweden which, whilst containing
significant renewables, is assumed not to be 100% renewable
*** (1) Through drainage works by one of the hydro power plants it was discovered that the soils were contaminated due
to neighbouring industrial plant. Currently being addressed in cooperation with the county administrative board.
(2) Part of a tube for a fish escape way was damaged, which risked hindering the accessibility for fish. This was amended
promptly and was deemed to not have had a negative impact.
**** A deer found in the water by one of the hydropower plants and a sheep found on one of the solar sites. The operations
of the assets are not believed to have caused any harm.
64 | Downing Renewables & Infrastructure Trust plc Annual Report
The overarching duty of the Board is to promote the Company’s success for the benefit of investors
while taking other stakeholders’ interests into consideration. The Company strives to maintain the
highest standards of business conduct and corporate governance, and the Investment Manager
ensures that appropriate oversight, control, and policies are in place to ensure that the Company
treats its stakeholders fairly.
Through ongoing dialogue and engagement with its key stakeholders, the Board seeks to ensure that
its purpose, values, and strategy are aligned with this culture of openness, debate, and integrity. The
Board, which consists of two male and two female members, aims to create a supportive business
culture while also providing constructive challenge, as well as to provide shareholders and other
stakeholders with regular information.
Although the Company has no employees, it is committed to respecting human rights in its broader
relationships. Both the Company and the Investment Manager have anti-bribery and corruption
policies in place to ensure business integrity, a commitment to truth and fair dealing, and compliance
with all applicable laws and regulations.
To assist in maintaining a culture of good governance, the Company has several policies and
procedures in place, including those relating to diversity, anti-bribery (including the acceptance
of gifts and hospitality), tax evasion, conflicts of interest, and Directors’ dealings in the Company’s
shares.
The Board assesses and monitors compliance with these policies on a regular basis through Board
and Committee meetings. The Board seeks to appoint the most appropriate service providers for the
Company’s needs and evaluates their services on a regular basis. The Board considers the culture of
the Investment Manager and other service providers through regular reporting, receiving regular
information, and ad hoc interactions.
Culture and Values
Downing Renewables & Infrastructure Trust plc Annual Report | 65
The Directors confirm that they have acted in a way that they consider, in good faith, to be
most likely to promote the success of the Company for the benefit of its members as a whole,
and in doing so have regard to the matters set out in Section 172(1) of the Companies Act 2006
(“s.172 matters”). To ensure that the Directors are aware of and understand their duties, they are
provided with regular and ongoing updates on the relevant matters, as well as having continued
access to the advice and services of the Company Secretary and, when necessary, the Directors can
seek independent professional advice. The following disclosures describe how the Directors have
regard for the s.172 matters.
Section 172(1) Description
(a) the likely consequences of any decision
in the long term
The aim of the Board and of the Investment Manager is to ensure the
long-term sustainable success of the Company and, therefore, the
likely long-term consequences of any decisions form a key part of the
decision-making process.
The Board and Investment Manager believe they have acted in
good faith in managing the Company during the year, with a view to
promoting the Company’s long-term sustainable success and achieving
its wider objectives for the benefit of our shareholders as a whole,
having regard to our wider stakeholders and the other matters set out
in Section 172 of the Companies Act.
(b) the interests of the Company’s
employees
As a closed-ended investment company, the Company has no
employees; however, the interests of any employees within project
companies are considered when making decisions.
(c) the need to foster business relationships
with suppliers, customers and others
The Board’s approach is described under ‘Stakeholder Engagement’
below.
(d) the impact of the Company’s operations
on the community and the environment
The Board places significant value on monitoring ESG issues and
establishes the overall strategy for ESG matters pertaining to the
Company. The Board is responsible for managing any climate-related
risks for the Company, including transparent disclosure of these risks,
and taking mitigating actions to reduce or eliminate them where
possible. A description of the Company’s sustainable and responsible
Investment Policy is set out on pages 46 to 63.
(e) the desirability of the Company
maintaining a reputation for high standards
of business conduct
The Board’s approach is described under ‘Culture and Values’ below.
(f) the need to act fairly as between
members of the company
The Board’s approach is described under ‘Stakeholder Engagement’
below.
Section 172(1) Statement
66 | Downing Renewables & Infrastructure Trust plc Annual Report
Stakeholder Engagement
This section describes how the Board engages with its key stakeholders, how it considers their
interests and the outcome of the engagement when making decisions, the long-term consequences
of any decision, and how it maintains a reputation for high standards of business conduct.
Stakeholder Why is it important
to engage?
How has the
Company
communicated and
engaged?
What were the
key topics of
engagement?
Key strategic
decisions impacting
stakeholder groups
during period
Shareholders Shareholders and
their ongoing support
are critical to the
Company’s continued
existence and the
deployment of our
long-term investment
strategy.
The Board is
committed to
maintaining
open channels of
communication to
encourage meaningful
communication
with shareholders
to understand their
views. The Company
has various methods
of engagement,
including:
• regular market
announcements,
and publication
of quarterly fact
sheets which are
available on the
Company’s website;
• the AGM, where
shareholder
attendance and
participation is
welcomed and
where possible
shareholders
will have the
opportunity to
meet the Board
and Investment
Manager and
address questions
to them directly;
• views and feedback
are sought from
institutional
investors via
the Company’s
corporate brokers;
• Capital Markets
Day; and
shareholder
meetings.
Engagement covered
a number of key
topics, including:
• shareholder
meetings to discuss
the Company’s
strategy; and
• an Investor
presentation held
by the Investment
Manager to discuss
recent acquisitions
in the portfolio and
to receive questions
from shareholders.
During the year the
Company acquired
three hydropower
assets in Sweden,
for c.£6 million.
The acquisitions
should prove
accretive to the NAV
over the long-term.
Further information
on the Company’s
acquisitions can be
found on page 27.
The proceeds
from the sale of
the Gabrielsberget
wind farm will fund
further growth and
investment across the
Company’s portfolio.
Further information
can be found on page
27.
Section 172(1) Statement continued
Downing Renewables & Infrastructure Trust plc Annual Report | 67
Stakeholder Why is it important
to engage?
How has the
Company
communicated and
engaged?
What were the
key topics of
engagement?
Key strategic
decisions impacting
stakeholder groups
during period
Investment
Manager
The Investment
Manager’s
performance is critical
for the Company to
successfully deliver its
investment strategy
and carry out the
Investment Objective
within the parameters
of the Company’s
Investment Policy.
The Board maintains a
constructive working
relationship with the
Investment Manager,
through:
• regular and open
dialogue at Board
meetings, as well
as regular contact
on operational and
investment matters
outside of meetings;
and
• providing
constructive
challenge and advice
to the Investment
Manager.
In addition to all
matters concerning
the Company’s
Investment Objective,
the Board met with
the Investment
Manager to discuss
the Group’s structure
and the interpretation
of investment
restrictions.
The Board
determined that the
Investment Manager
maintains a strong
internal control
environment, and
during the year the
Board approved the
recommendation of
the Management
Engagement
Committee (MEC)
for the continued
appointment of
the Investment
Manager, being in
the best interests of
shareholders.
Service
Providers
As an externally
managed Company,
we are reliant on our
service providers
to conduct our
core activities.
We believe that
fostering constructive
and collaborative
relationships with
our service providers
supports the Company
to meet all relevant
obligations.
The Board maintains
regular contact with
its service providers,
both through Board
and Committee
meetings as well as
outside of the regular
meeting cycle.
The MEC is
responsible for
conducting periodic
reviews of service
providers to ensure
they continue to
function at an
acceptable level and
are appropriately
remunerated to
deliver the expected
level of service.
Throughout the
year, the Board
has worked closely
with its service
providers, including
its External Auditors,
joint Corporate
Broker, the Company
Secretary, and the
AIFM to ensure that
the Company is
managed efficiently
and accurately, in
accordance with
applicable laws,
regulations, and best
practices.
During the year, the
MEC assessed and
recommended the
appointment of a
new AIFM. Effective
1 February 2024,
JTC Global AIFM
Solutions Limited
was appointed as
the Company’s
new AIFM and JTC
(UK) Limited as the
Company’s new fund
administrator.
The Board approved
the recommendation
of the MEC to retain
all other key service
providers, providing
continuity of service
and familiarity with
the Company’s
objectives. It was
considered that
this was in the best
interests of the
Company and its
shareholders.
Section 172(1) Statement continued
68 | Downing Renewables & Infrastructure Trust plc Annual Report
Stakeholder Why is it important
to engage?
How has the
Company
communicated and
engaged?
What were the
key topics of
engagement?
Key strategic
decisions impacting
stakeholder groups
during period
Asset-level
counterparties
Asset-level
counterparties are an
essential stakeholder
group and engagement
with them is important
to ensure assets
are operating safely
and effectively
and performing as
expected.
As part of continual
monitoring of
investments, we
have a regular
dialogue with these
counterparties.
The key engagement
with asset-level
counterparties was
during the due
diligence process
prior to completing
the investment into
3 hydropower assets.
Acquired 3 new
assets during the
period, increasing
ongoing servicing
requirements from
O&M counterparties.
Debt-providers
Providers of
long-term debt are
key to supporting the
Company’s long-term
objectives through
enabling the continued
financing of investment
opportunities.
The Company and
its unconsolidated
subsidiaries provide
regular updates on
covenant compliance
and current
positioning.
Pricing and sizing of
the debt was a key
consideration for the
Company.
Debt will be a key
component of the
Company’s funding
strategy looking
forward and the
portfolio will utilise
the Revolving Credit
Facility (RCF) debt
facility and SEB debt
when beneficial.
During the year, the
Company used the
proceeds of the sale
of the Gabrielsberget
wind farm to fully
repay its RCF. Further
information on the
Company’s RCF can
be found on pages 36
to 37.
Section 172(1) Statement continued
Downing Renewables & Infrastructure Trust plc Annual Report | 69
The Board recognises that effective risk management is key to the Group’s success and that a
proactive approach is critical to ensuring the sustainable growth and resilience of the Group. Risk
is described as the potential for events to occur that may result in damage, liability or loss. Should
any of these events occur, the Company may well be adversely impacted, potentially leading to
the disruption of the Company’s business model, as well as potential damage to the reputation or
financial standing of the Company.
The benefit of a risk management framework is that it allows for potential risks to be identified
in advance and may enable these risks to either be mitigated or possibly even converted into
opportunities. The Company’s Prospectus, issued in June 2022 detailed the potential risks that
the Directors considered were material that could occur during the process of implementing the
Company’s Investment Policy.
The Directors have overall responsibility for risk management and internal control within the
Company, and have delegated responsibility for the assurance of the risk management process and
the review of mitigating controls to the Audit and Risk Committee. The Board, through delegation
to the Audit and Risk Committee, has undertaken a robust assessment and review of the principal
and emerging risks facing the Company, including those that would threaten its business model and
future performance.
Principal Risks and Uncertainties
Procedures to identify principal or emerging risks
It is not possible to eliminate all risks that may be faced by the Company.
The objective of the Company’s risk management framework and policies adopted by the Company
is to identify risks and opportunities, and enable the Board to respond to risks with mitigating
actions to reduce the potential impacts should any of the risks materialise.
Well managed risks are key to generating long-term shareholder returns. The purpose of the risk
management framework and policies adopted by the Company is to identify risks and enable the Board
to respond to risks with mitigating actions to reduce the potential impacts should the risk materialise.
The Board, through the Audit and Risk Committee, regularly reviews the Company’s risk register,
with a focus on ensuring appropriate controls are in place to mitigate each risk. Taking considered
risk is the essence of all business and investment activity.
The key service providers follow procedures for identifying principal risks which they highlight to
the Board on a regular basis. The Alternative Investment Fund Manager (“AIFM”) is responsible
for exercising the risk management function in respect of the Company. As part of this the AIFM
has put in place a Risk Management Policy which includes maintaining a register of identified risks
including emerging risks likely to impact the Company. Portfolio management has been delegated
to the Investment Manager. There are thorough due diligence processes in place to ensure that
potential investments align with the Company’s objectives, incorporating financial and economic
analysis alongside a comprehensive risk assessment. The joint brokers regularly update the Board
on the performance of the Company’s sector, competitors, and the investment company market.
The Company Secretary informs the Board about upcoming governance, legislation or regulatory
changes that could impact the Company, and the auditors provide specific briefings at least once
a year.
The Board considers the following to be the principal risks faced by the Company along with the
potential impact of these risks and the steps taken to mitigate them.
Risks and Risk Management
70 | Downing Renewables & Infrastructure Trust plc Annual Report
Risk Identified Risk Description Risk Impact Mitigation
Exposure to
wholesale
electricity prices
and risk to
hedging power
prices
The Company makes
investments in Assets with
revenue exposure to wholesale
electricity prices. The market
price of electricity is volatile
and is affected by a variety
of factors, including market
demand for electricity, levels
of electricity generation, the
generation mix of power plants,
government support for various
forms of power generation and
fluctuations in the market prices
of commodities and foreign
exchange.
Market demand for electricity
can be impacted by many factors,
including changes in consumer
demand patterns, increased usage
of smart grids, a rise in demand for
electric vehicle charging capacity
and residential participation in
renewable energy generation.
Such changing dynamics could
have a material adverse effect on
the Company’s profitability, the
NAV and the price of the Ordinar y
Shares.
To the extent that the Company
or an SPV enters contracts to
fix the price it receives on the
electricity generated or enters
into derivatives with a view to
hedging against fluctuations
in power prices, the Company
or SPV, may be exposed to risk
related to delivering an amount
of electricity over a specific
period.
If there are periods of
non-production the Company
or an SPV may need to pay the
difference between the price it
has sold the power at and the
market price at that time.
The Investment Manager closely
monitors exposure to power
price movements. Sensitivity
to long term forecasts will be
disclosed to investors and the
Board on a regular basis.
Many assets are expected to
have a significant proportion
of revenue that is not linked to
power price forecasts including
subsidies such as feed-in-tariffs.
In addition, assets are
geographically diverse,
spreading exposure across
different power markets
and price drivers. Short and
medium-term exposure to
power prices will be managed
by locking power prices on
a rolling basis. See chart on
page 39 for an illustration of
the portfolio’s current fixed vs
merchant revenues.
Exposure to the
transactional
effects of
foreign
exchange rate
fluctuations and
risks of foreign
exchange
hedging
To the extent the Company
invests in non-sterling
jurisdictions, it may be exposed
to foreign exchange risk caused
by fluctuations in the value of
foreign currencies when the
net income and valuations of
those operations in non-Sterling
jurisdictions are translated into
Sterling for the purposes of
financial reporting.
While the Company and SPVs
may enter derivative transactions
to hedge such foreign exchange
rate exposures, there can be no
guarantee that the Company and/
or SPVs will be able to, or will
elect to, hedge such exposures,
or that were entered into, will be
successful.
The Company and/or SPVs may
be required to satisfy margin
calls in respect of hedges and
in certain circumstances may
not have such collateral readily
available. In these circumstances,
the Company could be forced to
sell an Asset or borrow further
funds to meet a margin call or take
a loss on a position. To the extent
that the Company and/or SPVs
do rely on derivative instruments
to hedge exposure to exchange
rate fluctuations, they will also be
subject to counterparty risk.
Any failure by a hedging
counterparty to discharge its
obligations could have a material
adverse effect on the Company’s
profitability, the NAV and the
price of the Ordinary Shares.
Natural hedging of foreign
exchange exposure will occur
due to an element of costs and
debt (for capital structuring
purposes) being linked to the
local currency.
The Company will hedge
expected income from foreign
assets up to five years in
advance.
Risks and Risk Management continued
Downing Renewables & Infrastructure Trust plc Annual Report | 71
Risk Identified Risk Description Risk Impact Mitigation
Non-compliance
with the
investment
trust eligibility
conditions under
sections S1158/
S1159 of the
CTA 2010
As an approved investment trust,
the Company is exempt from UK
corporation tax on its chargeable
gains and capital profits on loan
relationships.
If the Company fails to maintain
its investment trust status from
HMRC, in such circumstances, the
Company would be subject to the
normal rates of corporation tax
on chargeable gains and capital
profits arising on the transfer or
disposal of investments and other
assets. Which could adversely
affect the Company’s financial
performance, its ability to provide
returns to its shareholders or the
post-tax returns received by its
shareholders.
The Company has contracted
out the relevant monitoring
to appropriately qualified
professionals. The Investment
Manager also monitors relevant
qualifying conditions.
The Investment Manager and
the Company Secretary report
on regulatory matters to the
Board on a quarterly basis. The
assessment of regulatory risks
forms part of the Board’s risk
management framework.
Construction
risks for certain
renewable
energy projects
SPVs may undertake projects
that are in the Construction
Phase or are construction ready
which may be exposed to certain
risks, such as cost overruns,
construction delays and
construction defects that may be
outside the Company’s control.
Should completion of any project
overrun (both in terms of time
and budget), there is a risk that
payments may be required to
be made to (or withheld by) a
counterparty in relation to the
delay. If the completion of a
project overruns, it would also
result in a delayed start to receipt
of revenues, which could affect
the Company’s ability to achieve
its target returns, depending on
the nature and scale of such delay.
Additional costs and expenses,
delays in construction or
carrying out repairs, failure to
meet technical requirements,
lack of warranty cover and/
or consequential operational
failures or malfunctions may have
a material adverse effect on the
Company’s profitability, the NAV
and the price of the ordinary
shares.
The Investment Manager will
monitor construction carefully
and report frequently to the
Board and AIFM.
The Investment Manager has an
experienced asset management
team including technical
experts to oversee construction
projects. The Investment
Manager will undertake an
extensive due diligence process
prior to investment with input
from the Board (including
technical expertise).
Third party experts will be
used as required to enhance
knowledge and experience.
Reliance on
third-party
service
providers
The Company, whose Board is
non-executive, and which has
no employees, is reliant upon
the performance of third-
party service providers for its
executive function.
The Company relies on the
Investment Manager and other
service providers and their
reputation in the energy and
infrastructure market.
The third-party provider may
prove to be insufficiently skilled
for the role or perform the roles
required to an inadequate level,
which may cause the Company
to underperform, to breach
regulations, or in extremis to go
into administration.
There are clear service level
agreements in place for all third-
party providers and provisions
are in place that any provider
can be replaced, subject to an
initial term or a breach of the
agreement occurring.
They have all been chosen for
being skilled and experienced
in their areas of expertise. The
Board has regular oversight over
all the other providers.
Risks and Risk Management continued
72 | Downing Renewables & Infrastructure Trust plc Annual Report
Risk Identified Risk Description Risk Impact Mitigation
Lack of
availability
of suitable
renewable
energy projects
Competition for renewable
energy projects in the primary
investment or secondary
investment markets, may result
in the Company being unable to
make investments or on terms
that enable the target returns to
be delivered.
If the Investment Manager
is unable to source sufficient
opportunities within a
reasonable timeframe, whether
by reason of fundamental change
in market conditions creating lack
of available opportunities, too
much competition or otherwise.
A greater proportion of the
Company’s assets will be held in
cash for longer than anticipated
and the Company’s ability to
achieve its Investment Objective
may be adversely affected.
The Company has an
Investment Manager in place
with a strong track record, who
continues to strengthen their
team to meet investment needs.
Through extensive industry
relationships the Investment
Manager provides access
to a significant pipeline of
investment opportunities.
Conflicts of
interest
The Investment Manager and the
AIFM may manage from time-
to-time other managed Funds
pursuing similar investment
strategies to that of the Company
and which may be in competition
with the Company.
The appointment of the AIFM
is on a non-exclusive basis and
each of the AIFM and Investment
Manager manages other
accounts, vehicles and funds
pursuing similar investment
strategies to that of the
Company.
This has the potential to give
rise to conflicts of interest.
The Company may also be in
competition with other Downing
Managed Funds for Assets.
In relation to the allocation of
investment opportunities.
The AIFM and the Investment
Manager have clear conflicts of
interest and allocation policies
in place.
Transactions where it is
perceived that there may be
potential conflicts of interest
are overseen by the Investment
Manager’s Conflicts Committee,
an independent fairness opinion
on valuation may also be
commissioned where deemed
necessary.
The application of allocation
policy is reviewed by the
Investment Managers
Compliance Department, and
by the Board on annual basis.
Further information on these
procedures can be found in the
Company’s Prospectus dated
12 November 2020.
Risks relating
to the technical
performance of
assets
The long-term performance of
the assets acquired does not
match the expectations at the
time of the acquisition.
Incorrect assumptions against
technical performance of assets,
or the availability of natural
resources may lead to additional
costs and expenses, carrying out
repairs, or reduced revenues.
Any delays or reduction in the
production or supply of energy
may have a material adverse
effect on the performance of
the Company, the NAV, the
Company’s earnings and returns
to shareholders.
The Company will appoint third
party technical advisors for
every transaction. The advisors
will undertake a review of the
technology, design, installation
(if applicable), and natural
resource availability and provide
an analysis of expected long
term generation yields.
Where Assets are going through
construction, appropriate
contractual guarantees will be
provided. Operators will often
provide guarantees as to the
availability or performance of
Assets.
Risks and Risk Management continued
Downing Renewables & Infrastructure Trust plc Annual Report | 73
Risk Identified Risk Description Risk Impact Mitigation
Counterparties’
ability to make
contractual
payments
The Company’s revenue derives
from the renewable energy
projects in the portfolio, the
Company and its SPVs will be
exposed to the financial strength
of the counterparties to such
projects and their ability to
meet their ongoing contractual
payment obligations.
The failure by a counterparty to
pay the contractual payments
due, or the early termination
of a PPA by an Offtaker due to
insolvency, may materially affect
the value of the portfolio and
could have a material adverse
effect on the performance of
the Company, the NAV, the
Company’s earnings and returns
to shareholders.
The Investment Manager will look
to build in suitable mechanisms
to protect the income stream
from the relevant renewable
energy projects, which may
include parent guarantees and
liquidated damages payments on
termination.
Exposure to defaults may be
further mitigated by contracting
with counterparties who are
public sector or quasi-public
sector bodies or who are able to
draw upon government subsidies
to partly fund contractual
payments.
As part of the acquisition
process, the Investment Manager
conducts a thorough due
diligence process on all projects.
Risks associated
with Cyber
Security
There exists an increasing threat
of cyber-attack in which a hacker
may attempt to access the
Company’s website or its secure
data, or the computer systems
that relate to one of its Assets
and attempt to either destroy
or use this data for malicious
purposes.
Increased regulation, laws,
rules and standards related to
cyber security, could impact the
Company’s reputation or result
in financial loss through the
imposition of fines. Suffering a
cyber breach will also generally
incur costs associated with
repairing affected systems,
networks and devices.
If one or several Assets became
the subject of a successful
cyber-attack, to the extent any
loss or disruption following
from such attack would not be
covered or mitigated by any
of the Company’s insurance
policies, such loss or disruption
could have an adverse effect on
the performance of the affected
Asset and consequently on the
Company’s profitability, the NAV
and the price of the Ordinary
Shares.
Cyber security policies and
procedures implemented by key
service providers are reported
to the Board regularly to ensure
conformity.
Thorough third-party due
diligence is carried out on all
suppliers engaged to service
the Company. All providers
have processes in place to
identify cyber security risks and
apply and monitor appropriate
risk plans.
Further financial risks are detailed in note 16 of the financial statements.
Risks and Risk Management continued
74 | Downing Renewables & Infrastructure Trust plc Annual Report
Emerging Risks
Emerging risks are characterised by a degree of uncertainty; therefore, the Investment Manager
and the Board consider new and emerging risks every six months. The risk register is then updated
to include these considerations. The Board has a process in place to identify emerging risks, such
as climate related risks, and to determine whether any actions are required. The Board relies on
regular reports provided by the Investment Manager and the Fund Administrator regarding risks
that the Company faces. When required, experts are employed to provide further advice, including
tax and legal advisers.
Climate Change
Environmental laws and regulations continue to evolve as the UK, Europe and the rest of the world
continue to focus their efforts on the goals laid out by the Paris Agreement. In jurisdictions where
the Company’s Assets are located, newly implemented laws and/or regulations may have an impact
on a given Asset’s activities.
These laws may impose liability whether or not the owner or operator of the Assets knew of or was
responsible. There can be no assurance that environmental costs and liabilities will not be incurred in
the future. In addition, environmental regulators may seek to impose injunctions or other sanctions
on an Asset’s operations that may have a material adverse effect on its financial condition and
valuation. Climate change may also have other wide-ranging impacts such as an increased likelihood
of market reform, insurance coverage availability and cost.
Climate change may also lead to increased variability in average weather patterns such as periods
of increased or reduced wind speeds or rainfall as well as extreme events which may affect the
performance of the Company’s investments.
Physical Effects of Climate Change
While efforts to mitigate climate change continue to progress, the physical impacts are already
emerging in the form of changing weather patterns. Such as the recent heatwaves experienced in
North America and recent flash flooding seen throughout the UK and Europe.
Extreme weather events can result in flooding, drought, fires and storm damage, which may
potentially impair the operations of existing and future portfolio companies at certain locations or
impacting locations of companies within their supply chain.
Transition Risks
Much of the conversation around climate change focuses on environmental impacts, such as rising
temperatures and extreme weather events. A big part of climate risk, however, involves transition
risk – or the risk that results from changing policies, practices and technologies that arise as countries
and societies work to decrease their reliance on carbon. In the near and medium term, transition risks
to portfolio investments may arise from any unexpected changes to existing government policies.
An increase in renewables build-out ambition without sufficient demand could reduce power price
forecasts. This consideration has been built into long term power price assumptions however could
have a larger negative impact on the valuation of the Company’s assets than forecast.
Risks and Risk Management continued
Downing Renewables & Infrastructure Trust plc Annual Report | 75
Going Concern
The Board, in its consideration of the going concern position of the Company, has reviewed
comprehensive cash flow forecasts prepared by the Company’s Investment Manager which are
based on market data and believes, based on those forecasts, the assessment of the Company’s
subsidiary’s banking facilities and the assessment of the principal risks described in this report, that
it is appropriate to prepare the financial statements of the Company on the going concern basis.
The Directors have also considered the continuation vote to be proposed at the Company’s AGM,
in accordance with the Company’s Articles of Association. The Directors believe that the outcome
of the shareholder continuation vote will not impair the Company’s ability to operate as a going
concern.
In arriving at their conclusion that the Company has adequate financial resources, the Directors
were mindful that the Company and its subsidiary had cash of £3.4 million as at 31 December 2024.
The Group utilised €54.2 million of its facility with SEB to help fund the additional hydropower
acquisitions. There is €14.3 million remaining available to be drawn on this facility. The directors are
provided with base cash flow forecasts and potential downside scenarios.
Through its subsidiary, DORE Hold Co Limited, the Company has access to a £40 million RCF, which
is undrawn, the facility is available for either new investments or investment in existing projects and
working capital.
The Company’s net assets at 31 December 2024 were £199.9 million and total expenses for the
period ended 31 December 2024 were £3.2 million, which represented approximately 1.5% of
average net assets during the period.
The Directors are satisfied that the Company has sufficient resources to continue to operate for the
foreseeable future, a period of 5 years from the date of this report. Accordingly, they continue to
adopt the going concern basis in preparing these financial statements.
Viability Statement
In accordance with Provisions 35 and 36 of the AIC Code, the Board has assessed the prospects
of the Company over a period longer than 12 months required by the relevant ’Going Concern’
provisions. In reviewing the Company’s viability, the Directors have assessed the viability of the
Company for the period to 31 December 2029 (the ‘Period’). The Board believes that the Period,
being approximately five years, is an appropriate time horizon over which to assess the viability of
the Company, particularly when considering the long-term nature of the Company’s investment
strategy, which is modelled over five years, and the principal risks outlined above. Based on this
assessment, the Directors have a reasonable expectation that the Company will be able to continue
to operate and to meet its liabilities as they fall due over the period to 31 December 2029.
In making this statement, the Directors have considered and challenged the reports of the
Investment Manager in relation to the resilience of the Company, taking account of its current
position, the principal risks faced in severe but reasonable scenarios, including a stressed scenario,
the effectiveness of any mitigating actions and the Company’s risk appetite.
Going Concern and Viability Statement
76 | Downing Renewables & Infrastructure Trust plc Annual Report
Sensitivity analysis has been undertaken to consider the potential impacts of such risks on the
business model, future performance, solvency and liquidity over the period, both on an individual
and combined basis. This has considered the achievement of budgeted energy yields, the level of
future electricity and gas prices, continued government support for renewable energy subsidy
payments and the impact of a downside scenario which includes significant reduction of projects’
yields under severe power price and generation volume assumptions.
The Directors have determined that a five-year look forward to December 2029 is an appropriate
period over which to provide its viability statement. This is consistent with the outlook period used
in medium-term forecasts regularly prepared for the Board by the Investment Manager and the
discussion of any new strategies undertaken by the Board in its normal course of business.
These reviews consider both the market opportunity and the associated risks, principally the ability
to raise third-party funds and invest capital, or mitigating actions taken, such as a reduction of
dividends paid to shareholders or utilisation of borrowings available under the RCF.
Board approval of the Strategic Report
The Strategic Report has been approved by the Board of Directors and signed on its behalf by the Chair.
Hugh W M Little
Chair
25 March 2025
Going Concern and Viability Statement continued
Downing Renewables & Infrastructure Trust plc Annual Report | 77
Governance
Downing Renewables & Infrastructure Trust plc Annual Report | 77
78 | Downing Renewables & Infrastructure Trust plc Annual Report
Board of Directors
Hugh W M Little
Chair
Hugh was appointed as independent Chair and non-executive Director of the
Company on 28 October 2020, as well as serving as Chair of the Company’s
Management Engagement Committee (“MEC”).
Hugh qualified as a chartered accountant in 1982. In 1987 he joined Aberdeen
Asset Management (“AAM”) and from 1990 to 2006 oversaw the growth of
the private equity business before moving into the corporate team as Head of
Acquisitions. Hugh retired from AAM in 2015.
In addition to being Chair of Downing Renewables & Infrastructure Trust plc,
Hugh has also been Chair of Drum Income Plus REIT plc and CLAN Cancer
Support, a Scottish cancer charity, as well as having been a Governor or Robert
Gordon University and Robert Gordon’s College, both based in Aberdeen. He
was also for 12 years a Director of Aberdeen Football Club plc.
Hugh won the ‘Non-Executive Director of the Year’ award at the Institute of
Directors, Scotland awards ceremony in 2019.
Joanna Holt
Non-Executive Director
Joanna was appointed as an independent non-executive Director of the
Company on 28 October 2020 and serves as Chair of the Company’s Nomination
Committee.
Joanna is a specialist in the technical and commercial elements of energy projects,
with over 20 years’ experience in renewable energy and flexibility investments,
building on her academic engineering background. In 2015, Joanna co-founded
international consultancy company Everoze; a company that provides a broad
range of engineering and strategic consulting services, as well as the development
of other start-ups in this space. Joanna is also Chair of the Board for the Carbon
Mineralisation Company 44.01. Prior to co-founding Everoze, Joanna led the
global Project Engineering Group within DNV Renewables and was a member of
the DNV Renewable Advisory Board. Joanna’s early career included management
consultancy (PWC) and project finance (Fortis Bank). Joanna has previously used
the name Joanna De Montgros.
Downing Renewables & Infrastructure Trust plc Annual Report | 79
Board of Directors continued
Ashley Paxton
Non-Executive Director
Ashley was appointed as an independent non-executive Director of the Company
on 28 October 2020 and serves as Chair of the Company’s Audit & Risk and
Remuneration Committees.
Ashley has over 30 years of experience serving the funds and financial services
industry in London and Guernsey, with deep sectoral experience supporting listed
funds. Ashley was a partner with KPMG from 2002, leading its advisory practice in
the Channel Islands until his retirement from the firm in 2019.
Ashley is a Fellow of the Institute of Chartered Accountants in England and Wales
(ICAEW) and a resident of Guernsey. In addition to his directorships at Downing
Renewables & Infrastructure Trust plc, he serves as a Director of JZ Capital Partners
Limited and as chair of Twentyfour Select Monthly Income Fund Limited, and on a
number of other unlisted company boards. He plays an important role in the local
third sector as Chair of the Youth Commission for Guernsey & Alderney; a locally
based charity delivering high quality targeted services to children and young people
to support the development of their social, physical and emotional wellbeing.
Astrid Skarheim Onsum
Non-Executive Director
Astrid was appointed as an independent non-executive Director of the Company
on 15 July 2024.
Astrid has extensive experience in global business ventures, particularly in the
energy transition, circular economy and renewable energy sectors. In addition to
her directorship at Downing Renewables & Infrastructure Trust Plc, Astrid is a
Non-Executive Director of Seatrium Ltd (Singapore), Epiroc AB (Sweden), Spoor
a.s (Norway) and is a member of the Advisory Board of Airloom Energy Inc (USA).
Astrid has previously held several key leadership positions within the Aker ASA
group (quoted on the Oslo Stock Exchange), including serving as Chief Digital
Officer of Aker Solutions ASA and CEO of Aker Offshore Wind ASA.
She also served as CEO of NG Group AS and Chair of Nordic Unmanned ASA
(quoted on Euronext Growth Market Oslo). Additionally, Astrid has contributed
her expertise in climate-friendly investments as a government-appointed expert
for the Norwegian Ministry of Industry and Fisheries.
80 | Downing Renewables & Infrastructure Trust plc Annual Report
The Directors of the Company are pleased to present their report for the year ended 31 December 2024.
Directors
The Directors who held office during the year and as at the date of this report are detailed on pages 78
to 79.
Details of the Directors’ terms of appointment can be found in the Corporate Governance Statement
and the Directors’ Remuneration Report.
Share Capital
The Company was granted authority at the 2024 Annual General Meeting (“AGM”) to issue up to
17,722,723 Ordinary Shares (equivalent to 10% of the Company’s issued share capital as at the latest
practicable date before publication of the Notice of the AGM) on a non-pre-emptive basis until the
conclusion of the Company’s next AGM in 2025. The Company was also granted additional authority
at the 2024 AGM to issue up to 17,722,723 Ordinary shares (equivalent to a further 10% of the
Company’s issued share capital as at the latest practicable date before publication of the Notice of
the AGM) to be used only for the purposes of the financing (or refinancing, if the authority is to be
used within 12 months after the original transaction) of an acquisition or specified capital investment
which is announced contemporaneously with the allotment or which has taken place in the preceding
12 month period and is disclosed in the announcement of the allotment, on a non- pre-emptive basis
until the conclusion of the Company’s next AGM in 2025.
No ordinary shares have been allotted under either authority during the year. As at the date of this
report, the Company may allot further ordinary shares up to an aggregate nominal amount of £354,454
under its existing authority (equivalent to 20% of the Company’s issued Ordinary Share capital as at
the latest date before publication of the Notice of AGM), provided that any amount above 10% is used
only in connection with an acquisition or specified capital investment as detailed above.
A special resolution was passed at the 2024 AGM granting the Directors authority to repurchase up
to 26,566,361 Ordinary Shares (representing 14.99% of the Company’s issued share capital as at the
date of the AGM) during the period, expiring on the earlier of the Company’s AGM to be held in 2025
or 31 December 2025. This authority will expire at the conclusion of, and renewal will be sought at
the 2025 AGM. Ordinary Shares purchased by the Company may be held in treasury or cancelled.
During the year, the Company bought back a total of 8,859,235 Ordinary Shares of 1p each with a
nominal value of £88,592.35 at a total cost of £7,143,055.84. This represented 4.80% of the issued
share capital at 31 December 2024. The shares bought back are held in treasury. The Board believes
that buybacks enhance the NAV per share for existing shareholders, provide some additional market
liquidity and help to mitigate discount volatility which can damage shareholder returns.
As at 31 December 2024, the Company had 184,622,487 Ordinary Shares in issue, 13,234,598
of which were held in treasury. The total voting rights of the Company at 31 December 2024 were
171,387,889.
Subsequent to the year end and up to the date of this Annual Report, the Company bought back
1,076,289 Ordinary Shares of 1p each with a nominal value of £10,762.89 at a total cost of
£902,421.41. This represents 0.6% of the issued share capital as at 31 December 2024. The shares
bought back are held in treasury. As at the date of this Annual Report, the Company has 184,622,487
Ordinary Shares in issue, 14,310,887 of which are held in treasury. The total voting rights of the
Directors’ Report
Downing Renewables & Infrastructure Trust plc Annual Report | 81
Company at the date of this Annual Report are 170,311,600. No shares have been disposed of from
treasury during the year ended 31 December 2024 and up to the date of this Annual Report.
Shareholders’ Rights
At general meetings of the Company, ordinary shareholders are entitled to one vote on a show of
hands and, on a poll, to one vote for every ordinary share held.
Substantial Shareholdings
The Directors have been informed of the following notifiable interests in the Company’s voting rights
as at 31 December 2024:
Shareholder
Number of
Ordinary
Shares
% of Total
Voting
Rights
Bagnall Energy Limited 27,5 01 , 267 16.02
T Choithram & Sons Ltd (UK) 10,000,000 8.16
EFG Private Bank Limited 9,031,331 4.89
Liontrust Investment Partners LLP 5,814,442 3.33
Stichting Juridisch Eigendom Privium Sustainable Impact Fund 4,500,000 3.67
Since the year end, Bagnall Energy Limited notified the Company on 10 February 2025 that it had
increased its holding to 43,135,056 shares, which equates to 25.20% of the total voting rights in
the Company. Between 31 December 2024 and the latest practicable date prior to the publication
of the Annual Report, the Company did not receive any further notifications from shareholders with
notifiable interests in the Company.
Information About Securities Carrying Voting Rights
The following information is disclosed in accordance with The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 and DTR 7.2.6 of the Financial Conduct
Authority’s Disclosure Guidance and Transparency Rules:
• the Company’s capital structure and voting rights and details of the substantial shareholders in
the Company are set out above;
• proposals to grant powers to the Board to issue and buyback the Company’s shares will be set
out in the notice of AGM; and
• there are no restrictions concerning the transfer of securities in the Company or on voting rights,
no special rights regarding control attached to securities and no agreements between holders of
securities regarding their transfer known to the Company.
Dividends and Dividend Policy
Dividends paid in respect of the year ended 31 December 2024 are set out on in note 20 to the
financial statements.
Directors’ Report continued
82 | Downing Renewables & Infrastructure Trust plc Annual Report
The Company will target a dividend of 5.95 pence in respect of the 12 months ending 31 December
2025, a 2.6% increase from 2024. The Company adopts a progressive dividend policy taking into
consideration the prevailing inflationary environment. Given the nature of the Company’s income
streams, the Board expects that this will result in increases to the dividend in the medium term.
The Company pays dividends on a quarterly basis with dividends typically declared in respect of
the quarterly periods ending March, June, September and December and paid in June, September,
December and March respectively. Dividends on Ordinary Shares shall be declared and paid in
Sterling. The Company may, where the Directors consider it appropriate, use the special distributable
reserve created by the cancellation of its share premium account to pay dividends. Distributions
made by the Company may take either the form of dividend income, or of “qualifying interest
income” which may be designated as interest distributions for UK tax purposes.
Significant Agreements
On 3 December 2021, the Company’s wholly owned subsidiary, Dore Holdco Limited, executed a
£25 million multi-currency revolving credit facility with Santander UK plc, as arranger, agent and
security trustee (“Santander”). The RCF was increased from £25 million to £40 million on 26 January
2023. The facility can be extended for a further year at Santander’s approval. The facility can be drawn
in GBP and EUR (with the Company also able to make use of funding in other currencies). As at the
31 December 2024, drawings and commitments under the Company’s Revolving Credit Facility are zero.
Investment Management Arrangements
Downing LLP is the Company’s Investment Manager. Under the terms of the Investment
Management Agreement, the Investment Manager is responsible for the day-to-day management
of the Company’s investment portfolio in accordance with the Company’s Investment Objective and
Policy, subject to the overall supervision of the Board. The Investment Management Agreement is
subject to termination on not less than 12 months’ written notice by any party, such notice not to
be given prior to 10 December 2025. The Investment Management Agreement can be terminated
at any time in the event of the insolvency of the Company, the AIFM or the Investment Manager,
in the event that the Investment Manager ceases to be authorised and regulated by the FCA (if
required to be so authorised and regulated to continue to carry out its duties under the Investment
Management Agreement) or if certain key members of the Investment Manager’s team cease
to be involved in the provision of services to the Company and are not replaced by individuals
satisfactory to the Company (acting reasonably). The Company has given an indemnity in favour of
the Investment Manager (subject to customary exceptions) in respect of the Investment Manager’s
potential losses in carrying on its responsibilities under the Investment Management Agreement.
The Investment Management Agreement is governed by the laws of England and Wales.
Further details regarding the principal agreements between the Company and its service providers,
including the Investment Manager, are set out in note 4 to the financial statements.
Financial Risk Management
Information about the Company’s financial risk management objectives and policies is set out in
note 16 to the financial statements.
Greenhouse Gas Emissions and Task force on Climate-Related Financial Disclosures
Information about the Company’s GHG emissions and the Company’s reporting against the CFD
recommendations is set out in the strategic report on pages 52 to 63.
Directors’ Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 83
Requirements of the Listing Rules
Listing Rule 6.6.4 requires the Company to include specified information in a single identifiable
section of the Annual Report or a cross-reference table indicating where the information is set out.
The Directors confirm that there are no disclosures to be made pursuant to this rule.
Disclosure of Information to the Auditor
The Directors holding office at the date of this Annual Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company’s Auditor is unaware. Each Director has
taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant
audit information and to establish that the Company’s Auditor is aware of that information.
Articles of Association
Amendments to the Company’s Articles of Association require a special resolution to be passed by
shareholders.
Streamlined Energy Carbon Reporting
As the Company has outsourced operations to third parties, there are no significant greenhouse
gas emissions to report from the operations of the Company. The Company qualifies as a low
energy user due to producing less than 40,000 kWh and is therefore exempt from disclosures on
greenhouse gas emissions and energy consumption.
Further detail on the Company’s environmental reporting can be seen in the Sustainability Report
on pages 46 to 63.
Future Developments
Further information regarding likely future developments in the business of the Company is set out
in the Investment Manager’s Report on page 31.
Charitable and Political Donations
No charitable donations were made during the year (2023: £30,000).
No political donations were made during the year (2023: nil).
Post Balance Sheet Events
Dividends
On 19 February 2025, the Board declared an interim dividend of 1.45 pence per share with respect
to the period ended 31 December 2024.
The dividend will be paid on or around 28 March 2025 to shareholders on the register on 28 February
2025. The ex-dividend date is 27 February 2025.
The Directors’ Report has been approved by the Board.
By order of the Board
MUFG Corporate Governance Limited
Company Secretary
25 March 2025
Directors’ Report continued
84 | Downing Renewables & Infrastructure Trust plc Annual Report
Corporate Governance Statement
This Corporate Governance Statement forms part of the Directors’ Report.
Introduction from the Chair
I am pleased to present the Corporate Governance Statement for the year ended 31 December 2024.
In this statement we report on the Company’s compliance with the AIC Code of Corporate Governance,
as well as how the Board and its committees have operated over the past year and how the Board
exercises effective stewardship over the Company’s activities in the interests of shareholders. The
Board is accountable to shareholders for the governance of the Company’s affairs and is committed to
upholding the highest level of corporate governance to help achieve long-term success for the Company.
The Company assesses its governance standards against the principles and recommendations of the
AIC Code, as published in 2019, and endorsed by the FRC.
The Board believes that reporting against the principles and recommendations of the AIC Code provides
better information to shareholders because it addresses all of the principles set out in the UK Corporate
Governance Code while also establishing additional principles and recommendations on issues of
particular relevance to investment companies. According to the terms of the FRC’s endorsement, AIC
members who report against the AIC Code and the AIC Guide fully meet their obligations under the UK
Code and the related disclosure requirements contained in the FCA’s Listing Rules.
A copy of the AIC Code can be found at www.theaic.co.uk. A copy of the UK Code can be obtained at
www.frc.org.uk. In 2024, the AIC published a revised Code following the publication of a new UK Code.
The new AIC Code became effective on 1 January 2025 with the exception of Provision 34 which is
effective from 1 January 2026. During the year, the Board considered the steps necessary to comply
with the 2024 AIC Code and will report its compliance against it, in the Annual Report for the year
ending 31 December 2025.
Statement of Compliance with the AIC Code
In accordance with the FCA’s UK Listing Rules, the Company is required to provide shareholders with
a statement on how the main and supporting principles of the AIC Code have been applied, as well
as whether the Company has complied with the AIC Code’s provisions. The Board recognises the
importance of a strong corporate governance culture and has established a framework for corporate
governance which it considers to be appropriate to the business of the Company as a whole.
It should be noted that, because the Company is an externally managed investment trust, all of
its Directors are non-executive, the Company has no internal operations and the majority of the
Company’s day-to-day responsibilities are delegated to third parties. As a result, the Company
has not reported on the UK Code provisions relating to the role of the chief executive, executive
remuneration or internal audit, as for the reasons set out in the AIC Guide, the Board considers that
these provisions are not relevant to the position of the Company.
The Board has reviewed the principles and recommendations of the AIC Code and considers that it has
complied throughout the year, except as disclosed below:
• Directors are not appointed for a specific term and the Company has adopted a policy of all
Directors, including the Chair, standing for annual re-election. The Board is mindful of and will
have regard to corporate governance best practice recommendations with respect to the tenure
of the Chair and in future succession planning.
• The Company does not have a Senior Independent Director. The Board believes that the
appointment of a Senior Independent Director is not necessary at present given the size of the
Company, however this is kept under continual review.
Downing Renewables & Infrastructure Trust plc Annual Report | 85
The Principles of the AIC Code
The AIC Code is comprised of 18 Principles and 42 Provisions over five sections covering the
following areas:
1. Board Leadership and Purpose;
2. Division of Responsibilities;
3. Composition, Succession and Evaluation;
4. Audit, Risk and Internal Control; and
5. Remuneration
The Board’s Corporate Governance Statement sets out how the Company has complied with each of
the Principles of the AIC Code.
Corporate Governance Statement continued
AIC Code Principle How the Company Complies
Board Leadership and Purpose
A. A successful company is led
by an effective board, whose
role is to promote the long-
term sustainable success of the
Company, generating value for
shareholders and contributing
to wider society.
Members of the Board are fully engaged and bring diverse skills to the table
fostering healthy debate. The Investment Objective is to provide investors
with an attractive and sustainable level of income returns, with an element of
capital growth, by investing in a diversified portfolio of renewable energy and
infrastructure assets in the UK, Ireland and Northern Europe.
As part of this, the opportunities and risks faced by the business are considered,
monitored and assessed on a regular basis, both in terms of potential and
emerging risks that the Company may face. More detail regarding the principal
risks and uncertainties and the sustainability of the business model can be found
in the Strategic Report on pages 46 to 74.
B. The Board should establish the
Company’s purpose, values and
strategy, and satisfy itself that
these and its culture are aligned.
All directors must act with
integrity, lead by example and
promote the desired culture.
The purpose of the Company is also the Investment Objective which is to
provide investors with an attractive and sustainable level of income returns, with
an element of capital growth, by investing in a diversified portfolio of renewable
energy and infrastructure assets in the UK, Ireland and Northern Europe.
The investment processes followed by the Investment Manager is set out on
pages 13 to 20.
The Board embraces a culture of inclusivity, fairness and responsibility, adopting a
responsible governance culture. Transparency and openness are important values
both amongst Board members and in the Board’s dealings with the Company’s
stakeholders. The Board assesses and monitors its own culture as part of the
annual Board performance review process, including its policies, practices and
behaviour to ensure that it is appropriately aligned to the Company’s purpose,
values and strategy.
C. The Board should ensure that
the necessary resources are in
place for the Company to meet
its objectives and measure
performance against them. The
Board should also establish
a framework of prudent and
effective controls, which enable
risk to be assessed and managed.
The Board and the Management Engagement Committee regularly review
the performance of the Company and the performance and resources of
the Investment Manager and other key service providers to ensure that the
Company can continue to meet its objectives.
The Audit and Risk Committee is responsible for assessing and managing risks.
Further information about how this is done can be found in the Audit and Risk
Committee Report on pages 102 to 105 and information on the Company’s risk
management practices can be found on pages 69 to 74.
86 | Downing Renewables & Infrastructure Trust plc Annual Report
AIC Code Principle How the Company Complies
D. In order for the Company to
meet its responsibilities to
shareholders and stakeholders,
the Board should ensure
effective engagement with, and
encourage participation from,
these parties.
The Board understands its responsibilities to shareholders and stakeholders and
stakeholder considerations form an important part of Board decision making.
Further information on the Company’s engagement with stakeholders is set out
in the Section 172 statement on pages 65 to 68.
The Board considers the impact any decision will have on all relevant
stakeholders to ensure that they are making a decision that promotes the
long-term success of the Company, including those in relation to dividends, new
investment opportunities and capital requirements.
The Directors welcome the views of all shareholders and place considerable
importance on communications with them. All shareholders are encouraged
to attend the AGM, where they will be given the opportunity to question the
Chair, the Board and representatives of the Investment Manager. In addition, the
Directors are available to meet shareholders.
Shareholders wishing to communicate with the Chair, or any other
member of the Board, may do so by writing to the Company Secretary at
dorecosec@cm.mpms.mufg.com
The Management Engagement Committee reviews the performance and
continuing appointment of the Company’s key service providers annually to
ensure that performance levels are satisfactory and any service issues can be
discussed, as appropriate.
Division of Responsibilities
F. The Chair leads the Board and
is responsible for its overall
effectiveness in directing
the Company. They should
demonstrate objective
judgement throughout their
tenure and promote a culture
of openness and debate. In
addition, the Chair facilitates
constructive Board relations
and the effective contribution
of all non-executive Directors,
and ensures that Directors
receive accurate, timely and
clear information.
The Chair, independent on appointment, leads the Board by ensuring all
Directors receive accurate, timely and clear information and promote a culture
of openness and debate in Board meetings and within the Company by
encouraging and facilitating the effective contribution of other Directors.
There is a clear division of responsibilities between the Chair, the Directors, the
Investment Manager and the Company’s other third-party service providers.
The responsibilities of the Chair can be found on the Company’s website
https://www.doretrust.com/about.
The Board meets regularly throughout the year and representatives of the
Investment Manager are in attendance, when appropriate, at each meeting and
most Committee meetings. The Board has agreed a schedule of matters reserved
for decision by the Board which it reviews annually and is available on the
Company’s website.
Prior to each Board and Committee meeting, Directors are provided with a
comprehensive set of papers giving detailed information on the Company’s
investment performance, transactions and financial position.
The annual review of the Board’s performance and effectiveness considers
the performance of the Chair. The Directors, led by Joanna Holt, Chair of
the Nomination Committee (in place of a senior independent director), have
concluded that the Chair fulfils his role and supports and promotes the effective
functioning of the Board.
Further information on the Board performance review can be found on page 93.
Corporate Governance Statement continued
Downing Renewables & Infrastructure Trust plc Annual Report | 87
AIC Code Principle How the Company Complies
G. The Board should consist of
an appropriate combination
of Directors (and, in particular,
independent non-executive
Directors) such that no one
individual or small group of
individuals dominates the
Board’s decision making.
During the year under review, the Board comprised only of independent
non-executive Directors. All Directors, including the Chair of the Board were
independent of the Investment Manager at the time of appointment and remain
so. No Director is a director of another investment company managed by the
Company’s Investment Manager.
H. Non-executive Directors
should have sufficient
time to meet their board
responsibilities. They should
provide constructive challenge,
strategic guidance, offer
specialist advice and hold third
party service providers to
account.
The contributions of each Director, as well as their time commitments are
reviewed annually as part of the Board performance review. The Directors’
other commitments are regularly reviewed, and any new appointments are
considered by the other Directors to ensure there is no conflict of interest or risk
of over boarding.
During the year under review, all Directors continued to devote sufficient time
to the Company, provided appropriate levels of challenge, strategic guidance and
specialist advice to the Company and the Investment Manager when required.
The Management Engagement Committee reviews the performance and
cost of the Company’s third-party service providers on an annual basis. More
information regarding the work of the Management Engagement Committee can
be found on pages 100 to 101.
I. The Board, supported by the
Company Secretary, should
ensure that it has the policies,
processes, information, time
and resources it needs in order
to function effectively and
efficiently.
The Directors have access to the advice and services of the Company
Secretary through its appointed representatives and the Company Secretary
is responsible to the Board for ensuring that Board procedures are followed,
and that applicable rules and regulations are complied with. The Company
Secretary is also responsible for ensuring good information flows between
all parties.
Composition, succession and
evaluation
J. Appointments to the Board
should be subject to a formal,
rigorous and transparent
procedure, and an effective
succession plan should be
maintained. Both appointments
and succession plans should be
based on merit and objective
criteria and, within this context,
should promote diversity
of gender, social and ethnic
backgrounds, cognitive and
personal strengths.
The Nomination Committee, comprised of all Directors, leads the appointment
process of new Directors as and when vacancies arise and as part of the
Directors’ ongoing succession planning. More information regarding the work of
the Nomination Committee can be found on pages 96 to 99.
In accordance with the AIC Code, the Board is comprised of a mixture of
individuals who have an appropriate balance of skills and experience to meet
the future opportunities and challenges facing the Company. Appointments
are made first and foremost on the basis of merit and taking into account the
recognised benefits of all types of diversity. The Board ensures that diversity
is an important consideration and part of the selection criteria used to assess
candidates to achieve a balanced Board.
The Company’s policy on diversity can be found on page 97.
Corporate Governance Statement continued
88 | Downing Renewables & Infrastructure Trust plc Annual Report
AIC Code Principle How the Company Complies
K. The Board and its committees
should have a combination
of skills, experience and
knowledge.
Consideration should be
given to the length of service
of the Board as a whole
and membership regularly
refreshed.
The Directors bring a wide range of skills, experience and knowledge to the
Board. Further details are set out in their biographies on pages 78 to 79.
The Directors’ skills, experience and knowledge are reviewed as part of the
annual Board performance review process. As part of the process to appoint
new Directors, the Board reviews the existing skills of the Directors and seeks to
add persons with the complementary skills or with skills and experience that will
fill any gaps in the Board’s knowledge or experience and provide the expertise
necessary as the Company progresses towards achieving its strategic goals.
L. Annual evaluation of the
Board should consider its
composition, diversity and
how effectively members work
together to achieve objectives.
Individual evaluation should
demonstrate whether
each director continues to
contribute effectively.
The Board conducts a Board performance review annually. For the period
under review, this was carried out by way of a questionnaire prepared by the
Company Secretary. The Directors met to review and discuss the results of
the performance review, and to agree any necessary actions. Joanna Holt,
Chair of the Nomination Committee, led the review process, which covered
the functioning of the Board, the effectiveness of the Board Committees, the
performance of the Chair and the independence and contribution made by each
Director.
The Nomination Committee considers the findings of the performance review
process when making a recommendation to the Board regarding the election
and re-election of Directors.
Following this review, the Board is satisfied that the structure, mix of skills and
operation of the Board is effective and relevant and that each Director continues
to demonstrate the appropriate skills, experience and commitment to contribute
effectively to the Board. It is therefore recommended that shareholders vote in
favour of the election of all the Directors at the AGM to be held in 2025.
Further information regarding the proposed election of each Director can be
found in the Notice of AGM.
Audit, risk and internal control
M. The Board should establish
formal and transparent
policies and procedures to
ensure the independence and
effectiveness of external audit
functions and satisfy itself on
the integrity of financial and
narrative statements.
Any work outside the scope of the standard audit work requires prior approval
by the Audit and Risk Committee, enabling oversight of the external auditor’s
performance, objectivity and independence.
The Audit and Risk Committee carries out a review of the performance of the
Auditor on an annual basis. Feedback from other third-party service providers
with a close working relationship with the Auditor, including the Investment
Manager, is included as part of this assessment.
Further information regarding the work of the Audit and Risk Committee can be
found on pages 102 to 105.
N. The Board should present a fair,
balanced and understandable
assessment of the company’s
position and prospects.
The Board through the Audit and Risk Committee, has considered the Annual
Report and financial statements as a whole and agreed that the document
presents a fair, balanced and understandable assessment of the Company’s
position and prospects.
Corporate Governance Statement continued
Downing Renewables & Infrastructure Trust plc Annual Report | 89
AIC Code Principle How the Company Complies
O. The Board should establish
procedures to manage risk,
oversee the internal control
framework, and determine
the nature and extent of the
principal risks the Company
is willing to take in order to
achieve its long-term strategic
objectives.
The Audit and Risk Committee reviews reports from the principal service
providers on compliance and the internal and financial control systems in
operation and relevant independent audit reports thereon.
The Audit and Risk Committee has carried out an annual review of the
effectiveness of the Company’s systems of internal control. Given the nature of
the business, and being an investment trust, the Company is reliant on its service
providers and their own internal controls.
The Audit and Risk Committee reviews the control systems in operation at the
Company’s key service providers on an annual basis, insofar as they relate to the
affairs of the Company.
As set out in more detail in the Audit and Risk Committee on pages 102 to 105
the Company has in place a detailed system for assessing the adequacy of those
controls.
Remuneration
P. Remuneration policies and
practices should be designed to
support strategy and promote
long-term sustainable success.
As outlined in the Remuneration Policy on page 111, the Company follows the
recommendation of the AIC Code that non-executive Directors’ remuneration
should reflect the time, commitment and responsibilities of the role. The
Company’s policy is that the remuneration of non-executive Directors
should reflect the experience of the Board as a whole and be determined
with reference to comparable organisations and appointments. Directors
are not eligible for bonuses, share options, long-term incentive schemes or
other performance-related benefits as the Board does not believe that this is
appropriate for non-executive Directors.
The Remuneration Policy is therefore designed to attract and retain high quality
Directors, whilst ensuring that Directors remain focused and incentivised to
promote the long-term sustainable success of the Company.
Three out of four of the Directors hold shares in the Company, all of which were
purchased in the open market and using the Directors’ own resources.
More information regarding the work of the Remuneration Committee can be
found in the Remuneration Report and Policy which are set out on pages 106
to 112.
Q. A formal and transparent
procedure for developing policy
on remuneration should be
established. No Director should
be involved in deciding their
own remuneration outcome.
The Remuneration Policy has been developed with reference to the Company’s
peer group and the principles of the AIC Code. There are agreed remuneration
levels for the non-executive Directors (irrespective of experience or tenure), for
the Audit and Risk Committee Chair and for the Chair of the Company.
Any changes to the Chair’s fee is considered by the Remuneration Committee as
a whole, with the exception of the Chair who excuses himself for this part of the
meeting.
R. Directors should exercise
independent judgement and
discretion when authorising
remuneration outcomes,
taking account of company and
individual performance, and
wider circumstances.
Any decision regarding remuneration is taken after considering the performance
of the Company and wider market conditions and circumstances.
Corporate Governance Statement continued
90 | Downing Renewables & Infrastructure Trust plc Annual Report
Board of Directors
Under the leadership of the Chair, the Board of Directors is collectively responsible for the long-term
sustainable success of the Company, generating value for shareholders and contributing to wider
society. It provides overall leadership, sets the strategic aims of the Company and ensures that the
necessary resources are in place for the Company to meet its objectives and fulfil its obligations to
shareholders, within a framework of high standards of corporate governance and effective internal
controls. The Directors are responsible for the determination of the Company’s Investment Policy
and investment strategy and have overall responsibility for the Company’s activities, including the
review of investment activity and performance and the control and supervision of the Investment
Manager.
The Board consists of four non-executive Directors. It seeks to ensure that it has an appropriate
balance of skills and experience, and considers that, collectively, it has substantial recent and
relevant experience of investment trusts and public company management. The Chair of the Audit
and Risk Committee, Ashley Paxton, has recent and relevant financial experience as set out in his
biography on page 79.
The terms and conditions of the appointment of the Directors are formalised in letters of appointment,
copies of which are available for inspection from the Company’s registered office. None of the
Directors have a contract of service with the Company nor has there been any other contract or
arrangement between the Company and any Director at any time during the year. Directors are not
entitled to any compensation for loss of office.
Board Operations
The Directors have adopted a formal schedule of matters reserved for the Board, which is published
on the Company’s website. These include the following:
• approval of the Company’s Investment Policy, long-term objectives and investment strategy;
• approval of acquisitions from, divestments to, or co-investments by the Company with other
funds which are managed by the Investment Manager;
• approval of Annual and Interim Reports and financial statements and accounting policies,
prospectuses, circulars and other shareholder communications;
• approval of the raising of new capital and major financing facilities;
• approval of dividends and the Company’s dividend policy;
• Board appointments and removals;
• appointment and removal of the Investment Manager, AIFM, Auditor and the Company’s other
service providers; and
• approval of the Company’s operating budgets.
Corporate Governance Statement continued
Downing Renewables & Infrastructure Trust plc Annual Report | 91
Board Meetings
There are four scheduled Board meetings a year, with additional meetings arranged as necessary.
At each Board meeting, the Directors follow a formal agenda which is circulated in advance by the
Company Secretary. The Investment Manager, Fund Administrator, AIFM and Company Secretary
regularly provide the Board with financial information, including an annual expenses budget,
together with briefing notes and papers in relation to changes in the Company’s economic and
financial environment, statutory and regulatory changes and corporate governance best practice.
At each Board meeting, representatives from the Investment Manager are in attendance to present
reports to the Directors covering the Company’s current and future activities, portfolio of assets
and its investment performance over the preceding period. The Board and the Investment Manager
operate in a fully supportive, co-operative and open environment and ongoing communication with
the Board is maintained between formal meetings.
Committees
The Board has established four committees to assist its operations: the Audit and Risk Committee,
the Management Engagement Committee, the Remuneration Committee and the Nomination
Committee. The delegated responsibilities of each committee are clearly defined in formal Terms of
Reference, which are available on the Company’s website.
Audit and Risk Committee
The Audit and Risk Committee meets at least three times a year and is chaired by Ashley Paxton.
The Committee ensures that the Company’s financial performance is properly monitored,
controlled and reported. The Committee has direct access to the Company’s Auditor and provides
a forum through which the Auditor reports to the Board. Representatives of the Auditor attend the
scheduled meetings of the Committee. Given the size and nature of the Board it is felt appropriate
that all Directors, including the Chair of the Board are members of the Committee.
Further details about the Audit and Risk Committee and its activities during the year under review
are set out on pages 102 to 105.
Nomination Committee
The Nomination Committee meets at least once a year and is chaired by Joanna Holt. The Committee
oversees Board recruitment and succession planning and the annual Board performance review
process. Given the size and nature of the Board it is felt appropriate that all Directors are members of
the Committee.
Further details about the Nomination Committee and its activities during the year under review are
set out on pages 96 to 99.
Management Engagement Committee
The Management Engagement Committee meets at least once a year and is chaired by Hugh Little.
The Committee reviews the performance and continuing appointment of the Investment Manager
and the Company’s other principal service providers. Given the size and nature of the Board it is felt
appropriate that all Directors are members of the Committee.
Corporate Governance Statement continued
92 | Downing Renewables & Infrastructure Trust plc Annual Report
Further details about the Management Engagement Committee and its activities during the year
under review are set out on pages 100 to 101.
Remuneration Committee
The Remuneration Committee meets at least once a year and is chaired by Ashley Paxton. The
Committee conducts an annual review of the remuneration of the Directors. Given the size and
nature of the Board it is felt appropriate that all Directors are members of the Committee.
Further details about the Remuneration Committee and its activities during the year under review
are set out on pages 106 to 112.
Meeting Attendance
The number of Board and Committee meetings held during the period ended 31 December 2024
and the attendance of the individual Directors is shown below:
Board Audit & Risk
Committee
Nomination
Committee
Remuneration
Committee
Management
Engagement
Committee
Hugh Little 4/5* 3/3 1/1 1/1 1/1
Ashley Paxton 5/5 3/3 1/1 1/1 1/1
Joanna Holt 5/5 3/3 1/1 1/1 1/1
Astrid Skarheim Onsum** 2/2 2/2 1/1 1/1 1/1
* Hugh Little was unable to attend one Board meeting during the year due to an unavoidable commitment.
** Astrid Skarheim Onsum was appointed as a Director of the Company on 15 July 2024
During the year, the Board met a total of 11 times. In addition to the regular meetings detailed
above, the Board also held four ad hoc meetings and Board sub-committee meetings. There were
two ad hoc Audit and Risk Committee meetings and one ad hoc Nomination Committee meeting.
Induction of New Directors
There is an established procedure in place for the induction of new Directors, including the provision of
an induction pack containing relevant information about the Company, its processes and procedures.
New appointees have the opportunity of meeting with the Chair, relevant persons at the Investment
Manager, the Company Secretary and the Company’s other service providers.
Election/Re-election of Directors
Under the Company’s Articles of Association and in accordance with the AIC Code, Directors are required
to retire at the first AGM following their appointment. Thereafter, at each AGM all Directors seek annual
re-election. Every year the Board conducts a formal Board performance review process, and based on
the findings of this year’s review, the Board recommends the re-election of each of the Directors. In
making this recommendation, due consideration has been given to each Directors’ experience and
expertise in investment matters, their independence and continuing effectiveness and commitment to
the Company.
Corporate Governance Statement continued
Downing Renewables & Infrastructure Trust plc Annual Report | 93
Conflicts of Interest
It is the responsibility of each individual Director to avoid unauthorised conflicts of interest. The
Director must request authorisation from the Board as soon as he/she becomes aware of the
possibility of an interest that conflicts, or might possibly conflict, with the interests of the Company
(“situational conflicts”). The Company’s Articles of Association authorise the Board to approve such
situations, where deemed appropriate.
A register of conflicts is maintained by the Company Secretary and is reviewed at each Board
meetings, to ensure that any authorised conflicts remain appropriate. The Directors are required to
confirm at these meetings whether there has been any change to their position.
The Board is responsible for considering Directors’ requests for authorisation of situational conflicts
and for deciding whether or not the situational conflict should be authorised. The factors to be
considered will include:
• whether the situational conflict could prevent the Director from properly performing their duties;
• whether it has, or could have, any impact on the Company; and
• whether it could be regarded as likely to affect the judgement and/ or actions of the Director in
question.
When the Board is deciding whether to authorise a conflict or potential conflict, only Directors who
have no interest in the matter being considered are able to 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 are able to impose limits or conditions when giving
authorisation if they think this is appropriate in the circumstances.
Insurance and Indemnity Provisions
The Board has agreed arrangements whereby Directors may take independent professional advice
in the furtherance of their duties. The Company has Directors’ and Officers’ liability insurance,
public offering of securities insurance and professional indemnity insurance to cover legal defence
costs. Under the Company’s Articles of Association, the Directors are provided, subject to the
provisions of UK legislation, with an indemnity in respect of liabilities which they may sustain or
incur in connection with their appointment. This indemnity was in force during the year and remains
in force as at the date of this report. Apart from this, there are no third-party indemnity provisions
in place for the Directors.
Board Performance Review
The Board is aware of the need to continually monitor and improve performance and recognises
that this can be achieved through regular Board performance review, which provides a valuable
feedback mechanism for improving Board effectiveness and contributes towards good corporate
governance. Reviews are undertaken annually, and for 2024, the review was conducted internally
by the Company Secretary, following the completion of an external review in 2023. The review
process was led by Joanna Holt, Chair of the Nomination Committee (in the place of a senior
independent director).
Corporate Governance Statement continued
94 | Downing Renewables & Infrastructure Trust plc Annual Report
Corporate Governance Statement continued
The performance review was conducted by way of a questionnaire, which included both quantitative
and qualitative elements, and was specifically designed to assess the strengths and independence
of the Board, the Chair, the Committees of the Board and the individual Directors of the Company.
The review focussed on several key areas, including the Board’s culture, dynamics and composition,
meeting effectiveness, knowledge and training, stakeholder engagement, and focus on strategy and
direction of the Company.
The Board discussed the results of the review and identified three key areas of focus for 2025:
• detailed consideration of key strategic topics, such as through deep dive sessions and holding
an annual strategy day
• continued focus on share price discount management
• Shareholder engagement and communications
Overall, the Board concluded that all Directors contribute effectively and have the skills and
experience relevant to the leadership and direction of the Company, as well as sufficient time
to devote to the Company’s affairs. The Chair demonstrates effective leadership of the Board,
possessing the right mix of skills and experience to facilitate Board discussions, encouraging
individual contribution as well as constructive, rigorous debate and attributing sufficient focus to
strategic issues.
Internal Control Review
The Board is responsible for the systems of internal controls relating to the Company, including
the reliability of the financial reporting process and for reviewing the systems’ effectiveness. The
Directors have reviewed and considered the guidance supplied by the FRC on risk management,
internal control and related finance and business reporting and an ongoing process has been
established for identifying, evaluating and managing the principal risks faced by the Company. This
process, together with key procedures established to provide effective financial control, was in
place during the year under review and at the date of this report.
The internal control systems are designed to ensure that proper accounting records are maintained,
that the financial information on which business decisions are made and which is issued for
publication is reliable, and that the assets of the Company are safeguarded.
The risk management process and systems of internal control are designed to manage rather than
eliminate the risk of failure to achieve the Company’s objectives. It should be recognised that such
systems can only provide reasonable, not absolute, assurance against material misstatement or loss.
The Directors have carried out a review of the effectiveness of the Company’s risk management
and internal control systems, covering all material controls, including financial, operational and
compliance controls, as they have operated over the year and up to the date of approval of the
report and financial statements. There were no matters arising from this review that required
further investigation, and no significant failings or weaknesses were identified.
The Board and the Audit and Risk Committee are taking the necessary steps to ensure the Company
is able to report against the requirements of provision 34 of the 2024 AIC Code which will take
effect from 1 January 2026.
Downing Renewables & Infrastructure Trust plc Annual Report | 95
Internal Control Assessment Process
Robust risk assessments and reviews of internal controls are undertaken regularly in the context of
the Company’s overall Investment Objective.
In arriving at its judgement of what risks the Company faces, the Board has considered the Company’s
operations in light of the following factors:
• the nature and extent of risks which it regards as acceptable for the Company to bear within its
overall business objective;
• the threat of such risks becoming reality;
• the Company’s ability to reduce the incidence and impact of risk on its performance;
• the cost to the Company and benefits related to the review of risk and associated controls of the
Company; and
• the extent to which third parties operate the relevant controls.
The Company has in place a robust risk matrix against which the risks identified and the controls
in place to mitigate those risks can be monitored. The risks are assessed based on the likelihood
of them happening, the impact on the business if they were to occur and the effectiveness of the
controls in place to mitigate them. This risk matrix is reviewed twice a year by the Audit and Risk
Committee and at other times as necessary. The principal risks that have been identified by the
Board are set out on pages 69 to 74.
Corporate Governance Statement continued
96 | Downing Renewables & Infrastructure Trust plc Annual Report
Nomination Committee Report
Membership
Joanna Holt – Chair
Ashley Paxton – Member
Hugh Little – Member
Astrid Skarheim Onsum – Member (from 15 July 2024)
Statement from the Chair of the Nomination Committee
I am pleased to present the Nomination Committee Report for the year ended 31 December 2024.
The Nomination Committee (the “Committee”) comprises all Directors of the Company and met
twice during the year. Given the limited size of the Board, the Directors feel it is appropriate to
have all members of the Board as members of the Committee. The usual cycle of business is for
the Committee to meet once per year, but in 2024 an additional meeting was held to discuss and
recommend to the Board the appointment of Astrid Skarheim Onsum as a Director of the Company.
Responsibilities of the Committee
The primary responsibilities of the Committee are as follows:
• to review the structure, size and composition (including the skills, knowledge, experience and
diversity) of the Board;
• to give full consideration to succession planning for Directors in the course of its work, taking
into account the challenges and opportunities facing the Company, and the skills and expertise
needed on the Board in the future;
• to identify and nominate for the approval of the Board, candidates to fill Board vacancies as and
when they arise;
• to review the results of the Board performance review process that relate to the composition of
the Board; and
• to review annually the time required from non-executive Directors.
The Terms of Reference were reviewed by the Committee during the year, and several minor
changes were recommended to align the Terms of Reference with the 2024 AIC Code of Corporate
Governance. The Committee’s Terms of Reference are available on the Company’s website
https://www.doretrust.com/. The Committee’s meeting attendance is set out on page 92.
Appointment of New Directors
The Committee regularly reviews the composition and effectiveness of the Board and its committees
with the objective of ensuring that there is the appropriate balance of skills and experience required to
meet the current and future opportunities and challenges facing the Company.
During the year, the Committee led a formal process to appoint a fourth Director to the Board, to deepen
the Board’s Nordic sector experience and to further develop Board strategic insight. The Committee
conducted interviews of a shortlist of candidates, provided by external recruitment consultant, Fidelio
Partners Board Development and Executive Search Ltd (“Fidelio”). Fidelio is independent and has
no connection with the Company or any individual Director. As part of the recruitment process, the
Committee actively considered a range of factors, including the expertise and experience required in
Downing Renewables & Infrastructure Trust plc Annual Report | 97
a prospective candidate and the diversity of the Board, with particular reference to the Listing Rules’
targets on diversity and inclusion, as set out in the Board Diversity Policy below. The Committee was
pleased to recommend the appointment of Astrid Skarheim Onsum as non-executive Director to the
Board, with effect from 15 July 2024. Astrid has a wealth of experience in energy markets and renewable
energy in the Nordic region, all of which complements the skills and experience already on the Board.
As part of the recruitment process, the Committee considered Astrid’s other commitments and external
appointments and determined that Astrid had sufficient time to dedicate to her duties as a Director of
the Company.
Further information on the Directors other commitments can be found in the Directors biographies on
pages 78 and 79.
Diversity Policy
In accordance with the AIC Code, the Board is comprised of a mixture of individuals who have
an appropriate balance of skills and experience to meet the future opportunities and challenges
facing the Company. Appointments are made on the basis of merit and objective criteria designed
to promote diversity of gender, social background, ethnicity, age, sexual orientation, disability, and
professional and industry specific knowledge, all of which are important considerations in ensuring
that the Board and its committees have the right balance of skills, experience, independence and
knowledge to carry out their responsibilities.
The Board supports the diversity and inclusion targets in the UK Listing Rules:
a) at least 40% of individuals on the Board are to be women;
b) at least one senior Board position is to be held by a woman; and
c) at least one individual on the Board is to be from a minority ethnic background.
The Board continues to develop succession plans to increase diversity on the Board; however, it
also recognises that the size of the Board should be considered alongside the Company’s specific
needs. Diversity of thought, skills and experience was a key focus for Board selection at IPO
and subsequently, and Board composition is felt to be well-rounded and commensurate for the
Company’s present needs. As the Company continues to grow, any future Board and Committee
appointments will, to the extent possible, be made with due consideration to the recommendations
of the FTSE Women Leaders Review, the Parker Review and the Financial Conduct Authority’s
Listing Rules, alongside the established needs of the Company.
The Board recognises that being a recently formed Board of a small size makes it more challenging
to achieve the diversity targets in the short term. Following the appointment of Astrid in July 2024,
the Board is now compliant with target a), as 50% of the Board of Directors are women. Target b) is
not applicable to the Company as it is externally managed and does not have executive management
functions. Regarding target c), whilst currently not compliant, the Board actively considers diversity,
inclusion and equal opportunity as part of its succession planning and will give due consideration to
these matters and the diversity targets when appointing Directors in the future.
Nomination Committee Report continued
98 | Downing Renewables & Infrastructure Trust plc Annual Report
The following tables, show the gender and ethnic background of the Directors as of the date of this
report, in accordance with Listing Rule 6 Annex 1.
Gender identity or sex
Number of Board
members
Percentage on the
Board
Number of senior
positions on the
Board
Men 2 50%
Women 2 50% Not applicable*
Not specified/prefer not to say – –
Ethnic background
Number of Board
members
Percentage on the
Board
Number of senior
positions on the
Board
White British or other White (including
minority white groups) 4 100% Not applicable*
Mixed/Multiple Ethnic Groups – – Not applicable*
Asian/Asian British – – Not applicable*
Black/African/Caribbean/ Black British – – Not applicable*
Other ethnic group, including Arab – – Not applicable*
Not specified/prefer not to say – – Not applicable*
The data in the above tables was collected through self-reporting by the Directors.
* This column is inapplicable as the Company is externally managed and does not have executive management functions,
specifically it does not have a CEO or CFO.
Nomination Committee Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 99
Succession Planning
The Board recognises that an effective and orderly succession plan for the Board, ensuring the
right mix of skills and experience of future Board members, is vital. Three of the Company’s four
directors were appointed at the same time at IPO and the Committee is mindful of the need for
orderly succession planning to avoid significant change to Board membership in a short timeframe.
The Committee considered succession planning throughout the year, and to ease the succession
process, earlier tenure end dates will be considered in ongoing annual reviews.
Tenure Policy and Re-election of Directors
The Board is mindful of, and will have regard to, corporate governance best practice recommendations
with respect to the tenure of the Chair and in future succession planning, as appropriate. Directors are
not appointed for a specific term and the Company has adopted a policy of all Directors, including the
Chair, standing for annual re-election.
In determining whether to recommend a director for re-election, the Committee reviews the quality
of a director’s participation and contributions to Board and Committee meetings, as well as the results
of the annual Board performance review.
Board Performance Review
The Committee has considered the performance of the Board during the year. The details and actions
arising from the annual Board performance review, facilitated internally, are described in the Corporate
Governance Statement on page 93. Following the performance review, the Board concluded that each
Director continues to demonstrate the appropriate skills, experience, and commitment to contribute
effectively to the Board, and has sufficient time to allocate to their role. The Board believes it is in
the best interest of shareholders to recommend that Hugh Little, Joanna Holt and Ashley Paxton be
re-elected and that Astrid Skarheim Onsum be elected by shareholders at the Company’s 2025 AGM.
Joanna Holt
Chair of the Nomination Committee
25 March 2025
Nomination Committee Report continued
100 | Downing Renewables & Infrastructure Trust plc Annual Report
Membership
Hugh Little – Chair
Ashley Paxton – Member
Joanna Holt – Member
Astrid Skarheim Onsum – Member (from 15 July 2024)
Statement from the Chair of the Management Engagement Committee
I am pleased to present the Management Engagement Committee Report for the year ended
31 December 2024. Throughout the year, the Committee continued to support the Board through
comprehensive review and monitoring of the Investment Manager’s performance, as well as other
key third party service providers.
The Committee comprises all Directors of the Company and met once during the year.
Responsibilities of the Committee
The primary responsibilities of the Committee are as follows:
• to monitor and evaluate the performance of the Investment Manager and its compliance with
the terms of the Investment Management Agreement;
• to monitor and evaluate the performance of the AIFM and its compliance with the terms of the
AIFM agreement;
• to consider the appropriateness of the Investment Management Agreement, that it is fair,
complies with all regulatory requirements, conforms with market and industry practice and
remains in the best interests of shareholders;
• to consider the appropriateness of the AIFM agreement, that it is fair, complies with all regulatory
requirements, conforms with market and industry practice and remains in the best interests of
shareholders;
• to consider and review the level and method of remuneration of the Investment Manager and
the AIFM pursuant to the terms of their respective agreements with the Company;
• to consider the continuing appointment of the Investment Manager and AIFM and make
recommendations to the Board; and
• to review the performance and services provided by the Company’s other service providers and
consider whether the continuing appointment of such service providers under the terms of their
agreements are in the interests of shareholders as a whole, and make recommendations to the
Board.
Management Engagement Committee Report
Downing Renewables & Infrastructure Trust plc Annual Report | 101
The Terms of Reference were reviewed by the Committee during the year, and several minor changes
were recommended to align the Terms of Reference with the 2024 AIC Code of Corporate Governance.
The Committee’s Terms of Reference are available to view on the Company’s website
https://www.doretrust.com/. Committee meeting attendance is set out on page 92.
Continuing Appointment of the Investment Manager
The Board, through the Committee, keeps the performance and continuing appointment of the
Investment Manager under continual review. The Committee conducts an annual review of the
Investment Manager’s performance, taking into account the interactions with Downing throughout
the year, the quality and continuity of the Downing team, investment processes and strategy,
and makes a recommendation to the Board about its continuing appointment. During the year,
the Committee met with Downing’s CEO to discuss Downing’s succession plans, as well as the
incentivisation and retention procedures in place for key individuals.
The Directors consider that the Investment Manager has executed the Company’s investment
strategy according to the Board’s expectations. Accordingly, the Board believes that the continuing
appointment of Downing LLP as the Investment Manager of the Company, on the terms agreed, is
in the best interests of the Company and its shareholders.
Change of AIFM
As reported in the 2023 Annual Report, on 1 February 2024 the AIFM was changed from Gallium
Fund Solutions Limited to JTC Global AIFM Solutions. The Company’s Fund Administrator was also
changed from Gallium P E Depositary Limited to JTC (UK) Limited. Further details can be found on
page 16 of the 2023 Annual Report.
Review of Other Service Providers
During the year the Committee reviewed the performance of its third-party service providers, by
scoring each provider on a scale of one to three ranging from failing against targets, to exceeding
requirements. The review is conducted annually, and covers all service providers, including, but not
limited to, the Company’s Auditors, BDO LLP, the Brokers, Singer Capital Markets and Winterflood
Securities, the AIFM, JTC Global AIFM Solutions, the Administrator, JTC (UK) Limited, and the
Company Secretary, MUFG Corporate Governance Limited (formerly Link Company Matters Limited).
Following the review, the Committee concluded that the appointments of each of its service
providers remained in the best interests of the Company and their continued appointment was
recommended to the Board.
Hugh W M Little
Chair of the Management Engagement Committee
25 March 2025
Management Engagement Committee Report continued
102 | Downing Renewables & Infrastructure Trust plc Annual Report
Membership
Ashely Paxton – Chair
Joanna Holt – Member
Hugh Little – Member
Astrid Skarheim Onsum – Member (from 15 July 2024)
Statement from the Chair of the Audit and Risk Committee
I am pleased to present the Audit and Risk Committee Report for the year ended 31 December 2024.
The Audit and Risk Committee (the “Committee”) comprises all Directors of the Company and met five
times during the year ended 31 December 2024 and twice post year end. The Directors have reviewed
Hugh Little’s ongoing membership of the Committee given that he is Chair of the Board. Mr Little was
independent on his appointment as Chair and provides a significant contribution to the Committee, as
such the Directors believe it is important for him to continue to be a member of the Committee. The
Committee as a whole has competence relevant to the sector in which the Company operates.
Responsibilities of the Committee
The primary responsibilities of the Committee are to review and challenge, where necessary, the
Company’s financial statements. As part of this process, the Committee shall:
• monitor the integrity of the financial statements of the Company including its annual and interim
reports and any other formal announcements relating to its financial performance;
• review and report to the Board on any significant financial reporting issues and judgements
which those statements contain having regard to matters communicated to it by the Auditor,
BDO LLP (“BDO”);
• review the content of the annual report and financial statements in their entirety and advise
the Board on whether, taken as a whole, it is fair, balanced and understandable and provides
shareholders with sufficient information to assess the Company’s position and performance,
business model and strategy;
• keep under review the Company’s internal financial controls and review the adequacy and
effectiveness of the Company’s internal control and risk management systems and monitor the
proposed implementation of such controls;
• assess the current position of the Company’s emerging and principal risks, including those that
would threaten its business model, future performance, solvency or liquidity and reputation, and
how they are managed and mitigated, and the prospects of the Company over such period as
deemed appropriate;
• appoint an external Auditor, approve the Auditor’s remuneration, and monitor the extent of any
proposed non-audit services and make recommendations to the Board as appropriate;
• review the Auditor’s independence, objectivity and performance and the effectiveness and
quality of the audit process;
• consider annually whether there is a need for the Company to have its own internal audit
function; and
Audit and Risk Committee Report
Downing Renewables & Infrastructure Trust plc Annual Report | 103
Audit and Risk Committee Report continued
• act in accordance with the Financial Reporting Council’s (the “FRC”) Minimum Standard for Audit
Committees (the “Minimum Standard”).
During the year, the Committee reviewed and updated its Terms of Reference in line with the
Minimum Standard, and the 2024 AIC Code of Corporate Governance. The Committee’s Terms of
Reference are available to view on the Company’s website and the Committee’s meeting attendance
is set out on page 92.
Activities in the Year
• conducted a review of the internal controls and risk management systems of the Company,
including an extensive review of the Company’s risk register;
• agreed the plan and fees with the Auditor in respect of their private report on its limited review
of the half-year financial statements for the period ended 30 June 2024 and the statutory audit
of the Annual Report for the year ended 31 December 2024, including the principal areas of
focus;
• reviewed the Company’s interim and annual financial statements and recommended these to
the Board for approval;
• reviewed the methodology and assumptions applied in valuing the assets of the Company;
• reviewed whether an internal audit function would be of value and concluded that this would
provide minimal additional comfort at considerable extra cost to the Company;
• reviewed the continued application adoption of the investment entity accounting standard;
• reviewed the viability statement;
• reviewed the FRC’s annual Audit Quality Inspection and Supervision Report on BDO, and
discussed the findings with the Audit Partner; and
• assessed the implications of the new requirements of the 2024 AIC Code of Corporate
Governance, especially those related to internal controls, and examined processes and
procedures to ensure DORE can report to shareholders on how the Company maintains an
effective internal control framework.
Significant issues
The Committee considered the following key issues in relation to the Company’s financial statements
during the year. A more detailed explanation of the consideration of the issues set out below, and
the steps taken to manage them, is set out in the Principal Risks and Uncertainties on pages 69
to 74.
Valuation of Investments
The valuation of the Company’s investments, held through DORE Hold Co Limited, is the key
driver of the Company’s Gross Asset Value, and discounted cash flow modelling is typically used
to determine their carrying values. Inherent in these models are the discount rates used, which
have been selected and recommended by the Investment Manager. On an ongoing basis the
Committee considers and challenges the subjectivity and appropriateness of the discount rates and
other assumptions used with the Investment Manager relating to all of the Company’s investment
holdings.
104 | Downing Renewables & Infrastructure Trust plc Annual Report
Audit and Risk Committee Report continued
Given the importance of ensuring the Company’s investments have been correctly stated, the
Committee also discussed the valuation of the Company’s investments with its auditor both at the
planning stage and as part of the completion of their audit, and detailed consideration has been
given (amongst other aspects) to challenging the selection and application of key assumptions used
in the models including the discount rates, inflation, asset lives, energy yields and power prices
applied.
The Committee is satisfied that the valuation methodology used for the Company’s investments is
appropriate.
Internal controls
The Committee considers the process for managing the risk of the Company and its service providers
on an ongoing basis. The Company’s risk matrix continues to be the core element of the Company’s
risk management to help manage these risks and is regularly reviewed by the Committee. This
consideration includes identification of any new risks as well as any changes to the likelihood and
impact of previously identified risks against the controls in place to mitigate their impact.
The Committee considers annually whether an internal audit function should be established. The
Committee again concluded this year that the systems and procedures employed by the Investment
Manager and the Company’s other service providers provide sufficient assurance that the Company’s
assets are safeguarded by a properly maintained control environment. An internal audit function
specific to the Company is therefore not considered necessary.
Going concern and longer term viability of the Company
The Committee has considered the Company’s financial requirements for the next 12 months,
as well as the longer-term viability covering a five-year period to 31 December 2029. Based on
this assessment the Committee has a reasonable expectation that the Company will be able to
continue to operate and to meet its liabilities as they fall due over the period to 31 December 2029.
Additional information can be found on pages 75 and 76.
Adoption of Investment entity accounting standard
Under IFRS 10, investment entities are required to hold subsidiaries at fair value through the Income
Statement rather than consolidate them on a line-by-line basis. There are three key conditions to be
met by the Company for it to meet the definition of an investment entity. Further detail on this can
be found in note 2 to the Financial Statements.
The Committee reviewed the conditions referred to above and is satisfied that the Company
meets the criteria of an Investment Entity under IFRS 10. As explained in note 2 to the financial
statements, the Directors are of the opinion that the Company meets the requirements of an
“Investment Entity”. Assessing whether the Company and certain subsidiaries met the criteria of
Investment Entities in accordance with the definition set out in IFRS 10, was a matter requiring a
major element of judgement. The Committee debated the appropriateness of adopting the standard
with the Investment Manager and external Auditor and concluded that applying the investment
entity exemption to IFRS 10 improves stakeholders’ understanding of the financial performance
and position of the Group. The Committee advised the Board accordingly. The Company’s viability
statement can be found on pages 75 and 76.
Downing Renewables & Infrastructure Trust plc Annual Report | 105
Audit and Risk Committee Report continued
Audit fees and non-audit services provided by the Auditor
The Committee reviewed the audit plan and fees presented by the Auditor and considered its report
on the financial statements. Total fees for the year payable to the Auditor amounted to £194,500
(2023: £193,500). This figure includes non-audit fees of £11,000 (2023: £10,000).
The Committee has in place a policy on the supply of any non-audit services provided by the Auditor.
All non-audit services provided by the Auditor during the year were considered and approved in
advance by the Committee and recorded in the minutes of the meeting. Further information on the
fees paid to the Auditor is set out in note 6 to the financial statements.
Effectiveness of the external audit
The Committee reviews the effectiveness of the external audit carried out by the Auditor on an
annual basis. The Chair of the Committee maintained regular contact with the Company’s Audit
Partner holding separate meetings with them regularly throughout the year including at the planning
stage, and prior to the finalisation of the audit of the Annual Report and financial statements for
the year ended 31 December 2024. These meetings were held without the Investment Manager
present, to discuss the planning of the audit, the key areas of focus, and the initial findings from
such audit and whether any issues had arisen from the Auditor’s interaction with the Company’s
various service providers.
Independence and objectivity of the Auditor
The Committee has considered the independence and objectivity of the Auditor and has conducted
a review of the non-audit services the Auditor has provided during the year under review. The
Committee receives an annual confirmation from the Auditor that its independence is not
compromised by the provision of such non-audit services. Peter Smith is the Audit Partner allocated
to the Company by BDO LLP. The audit of the financial statements for the year ended 31 December
2024 is his fourth as Audit Partner. The Committee is satisfied that the Auditor’s objectivity and
independence is not impaired by the performance of the non-audit services and that the Auditor
has fulfilled its obligations to the Company and its shareholders.
Re-appointment of the Auditor
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. During the year, the Committee
reviewed the Auditor’s performance, services provided during the year, and independence and
objectivity, and the Committee has recommended to the Board that BDO LLP be re-appointed as
the Company’s Auditor. The approval for the re-appointment of BDO as Auditor will be sought from
shareholders at the Company’s 2025 Annual General Meeting.
Ashley Paxton
Chair of the Audit and Risk Committee
25 March 2025
106 | Downing Renewables & Infrastructure Trust plc Annual Report
Membership
Ashley Paxton – Chair
Joanna Holt – Member
Hugh Little – Member
Astrid Skarheim Onsum – Member (from 15 July 2024)
Statement from the Chair of the Remuneration Committee
I am pleased to present the Directors’ Remuneration Report for the year ended 31 December 2024.
As set out in the Corporate Governance statement on pages 84 to 95, and above, the Remuneration
Committee (“the Committee”) comprises all Directors and met once during the year ended
31 December 2024. Given the limited size of the Board, the Directors feel it’s appropriate to have
all members of the Board fulfil the role. Hugh Little was independent on appointment.
The Committee reviews the fees of the Directors annually, giving due consideration to the required
time commitments of the Directors, whether each Director has sufficient time to devote to their
roles, the results of the Board performance review and whether Directors have acted effectively
and in the best interests of the Company and its shareholders.
During the year, the Committee also considered the Director fees of the Company’s peer group,
the average for similar-sized investment trusts and the Trust Associates 2024 newsletter on
investment company non-executive Directors’ fees. Directors’ fees were last increased in 2022,
and in consideration of inflation rates in recent years and based on the above-mentioned review
materials, the Committee determined that a modest increase in director fee levels was appropriate
to ensure the Company remained in line with its peers. Accordingly, the fee levels are as follows:
Expected
fees for the
year ending
31 December
2025
Fees for
the year ended
31 December
2024
Chair £60,000 £55,000
Chair of the Audit and Risk Committee £49,000 £45,000
Director £44,000 £40,000
These changes took effect on 1 October 2024.
The aggregate limit for Directors’ fees of £300,000 per annum is set out in the Company’s Articles
of Association. The approval of shareholders would be required to increase this limit.
Directors’ Remuneration Report
Downing Renewables & Infrastructure Trust plc Annual Report | 107
In accordance with the Companies Act 2006, the Company is required to obtain shareholder approval
of its Remuneration Policy on a triennial basis. Ordinary resolutions will be put to shareholders at
the forthcoming AGM to be held in 2025 to receive and approve the Directors’ Remuneration
Report and to receive and approve the Directors’ Remuneration Policy. If approved by shareholders,
the Directors’ Remuneration Policy will be effective immediately upon the passing of the resolution
at the AGM. There are no significant changes expected in the way the proposed Remuneration
Policy, if approved, will be implemented in the next financial year.
Responsibilities of the Committee
The main functions of the Committee include:
• agreeing the policy for the remuneration of the Directors and reviewing and proposing changes
to the Remuneration Policy;
• reviewing and considering ad hoc payments to the Directors in relation to duties undertaken
over and above normal business; and
• appointing independent professional remuneration advisers.
Voting at the AGM
The Directors’ Remuneration Report is put to a shareholder vote on an annual basis. The Directors’
Remuneration Policy is put to a shareholder vote in the first year of a Company or in any year where
there is to be a change to the policy and, in any event, at least once every three years.
The Directors’ Remuneration Report for the year ended 31 December 2023 and the Directors’
Remuneration Policy were approved by shareholders at the Annual General Meetings held on
6 June 2024 and 6 April 2022 respectively.
The votes cast were as follows:
Directors’
Remuneration Report
(AGM 2024)
Directors’
Remuneration Policy
(AGM 2022)
Number of
votes
% of votes
cast
Number of
votes
% of votes
cast
For 81,682,848 99.77 52,151,106 99.82
Against 184,514 0.23 96,528 0.18
Total votes cast 81, 867,362 100 52,247,634 100
Number of votes withheld 31,672 – 26,825 –
Directors’ Remuneration Report continued
108 | Downing Renewables & Infrastructure Trust plc Annual Report
Performance of the Company
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. This graph has been chosen as a comparison
as it is a publicly available broad equity index which focuses on smaller companies and is therefore
more relevant than most other publicly available indices.
Mar
2024
Jun
2024
Sep
2024
Dec
2024
DORE FTSE All-share
60,0000
70,0000
80,0000
90,0000
100,0000
110,0000
120,0000
Total Shareholder Return
Directors’ Remuneration for the Year Ended 31 December 2024 (audited)
The remuneration paid to the Directors during the year ended 31 December 2024 is set out in the
table below:
Year ended 31 December 2024 Year ended 31 December 2023
Fees
£
Expenses
£
Total
£
Fees
£
Expenses
£
Total
£
Hugh W M Little 55,000 1,849 56,849 55,000 529 55,529
Joanna Holt 40,000 1,437 41,437 40,000 1,314 41,314
Ashley Paxton 45,000 5,254 50,254 45,000 3,052 48,052
Astrid Skarheim Onsum* 18,459 3,610 22,105 – – –
Total 158,495 12,150 170,645 140,000 4,895 144,895
* Astrid Skarheim Onsum was appointed 15 July 2024
There is no variable component to the Directors’ pay, all pay is fixed.
Directors’ Remuneration Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 109
Annual Percentage Change in Directors’ Remuneration
The below table sets out the annual percentage change in Directors’ fees for the years ended
31 December 2022, 31 December 2023, and 31 December 2024 and the year ending 31 December
2025.
Director
% from 2024-
2025
% from 2023-
2024
% from 2022-
2023
% from 2021-
2022
Hugh W M Little 9.1 Nil 7.3 2.5
Joanna Holt 10.0 Nil 10.3 3.6
Ashley Paxton 8.9 Nil 9.1 3.1
Astrid Skarheim Onsum
1
– – – –
1 Astrid Skarheim Onsum was appointed on 15 July 2024
Relative Importance of Spend on Pay
The table below sets out in respect of the year ended 31 December 2024:
a) the remuneration paid to the Directors;
b) the investment management fee; and
c) the distributions made to shareholders by way of dividend.
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Percentage
change
2023-2024
Directors’ remuneration* 158 140 13%
Investment management fee 1,967 2,044 -4%
Dividends paid to shareholders 9,999 9,696 3%
* Astrid Skarheim Onsum was appointed as a Director of the Company on 15 July 2024.
Directors’ Remuneration Report continued
110 | Downing Renewables & Infrastructure Trust plc Annual Report
Directors’ Interests (audited)
There is no requirement under the Company’s Articles of Association for Directors to hold shares
in the Company.
As at 31 December 2024, the interests of the Directors and any connected persons in the shares of
the Company are set out below:
Year ended
31 December
2024
Number of
Shares
Year ended
31 December
2023
Number of
Shares
Hugh W M Little 250,000 204,045
Joanna Holt 21,085 21,085
Ashley Paxton* 130,000 100,000
Astrid Skarheim Onsum** 0 –
* All of Ashley Paxton’s shares are held jointly with Alexandra Paxton, a person closely associated with Ashley Paxton.
** Astrid Skarheim Onsum was appointed as a Director of the Company on 15 July 2024.
There have been no changes to any of the above holdings between 31 December 2024 and the
date of this report.
None of the Directors or any persons connected with them had a material interest in the Company’s
transactions, arrangements or agreements during the year.
Remuneration Advisers
The Company has not sought advice or service from any person outside of the Company in respect
of consideration of Directors’ remuneration.
Directors’ Remuneration Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 111
Remuneration Policy
The Remuneration Policy was last approved at the Company’s AGM on 6 April 2022. The policy must
be put to a shareholders’ vote at least once every three years. Accordingly, an ordinary resolution
will be put to shareholders at the Company’s 2025 AGM to receive and approve the Directors’
Remuneration Policy and will take effect once approved by shareholders. The Remuneration Policy
will be in effect until next put to shareholders for renewal of that approval, which must happen
every three years or until such time as the Board may choose to change the Policy (where approval
would be sought from shareholders), whichever is earliest. The Remuneration Policy is set out below
in full and is unchanged from that previously approved by shareholders. There will be no change in
the way that the Remuneration Policy is implemented.
The Company follows the recommendation of the AIC Code that non-executive Directors’
remuneration should reflect the time commitment and responsibilities of the role. The Board’s
policy is that the remuneration of non-executive Directors should reflect the experience of the
Board as a whole and be determined with reference to comparable organisations and appointments.
The fees of the non-executive Directors are determined within the limits set out in the Company’s
Articles of Association; the Directors are not eligible for bonuses, pension benefits, share options,
long-term incentive schemes or other benefits. There are no performance conditions attached to
the remuneration of the Directors as the Board does not consider such arrangements or benefits
necessary or appropriate for non-executive Directors. Under the Directors’ letters of appointment,
there is no notice period, and no compensation is payable to a Director on leaving office.
It is the Board’s policy that Directors do not have service contracts, but Directors are provided
with a letter of appointment as a non-executive Director. The terms of their appointment provide
that Directors shall retire and be subject to election at the first annual general meeting after their
appointment. The Directors are subject to retirement by rotation in accordance with the articles of
association; however, the Company has adopted the policy of annual re-election of all Directors.
The Company is committed to ongoing shareholder dialogue and any views expressed by shareholders
on the fees being paid to Directors would be taken into consideration by the Board when reviewing
the Directors’ Remuneration Policy and in the annual review of Directors’ fees.
Directors’ Remuneration Report continued
112 | Downing Renewables & Infrastructure Trust plc Annual Report
Directors’ remuneration components
The components of the remuneration package for the Company’s non-executive Directors, which
comprise the Directors’ Remuneration Policy, are set out below:
Remuneration type Description and approach to determination
Fixed fees Annual fees are set for each of the Directors, taking into
account the time commitment and responsibilities of the
role, the experience of the Board as a whole and with
reference to comparable organisations and appointments.
The fees of the non-executive Directors are determined
within the limits of the Articles of Association and will not
exceed £300,000 per annum. Directors do not participate
in discussions relating to their own fee.
Additional fees If any Director performs or renders any special duties or
services outside his ordinary duties as a Director, they may
be paid such reasonable additional remuneration as the
Board may from time to time determine.
Additional fees may be paid to any Director who fulfils
the role of Chair of the Board, any Committees of the
Board and Senior Independent Director, as the Board may
determine within the limits of the Articles of Association.
Expenses Each Director shall be entitled to be repaid all reasonable
expenses properly incurred in the performance of their
duties as a Director, including any expenses incurred in
attending meetings of the Company.
Other The Directors are not eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other
benefits. There are no performance conditions attached
to the remuneration of the Directors. Under the Directors’
letters of appointment, there is no notice period, and no
compensation is payable to a Director on leaving office.
Approval
The Directors’ Remuneration Report was approved by the Board and signed on its behalf by:
Ashley Paxton
Chair of the Remuneration Committee
25 March 2025
Directors’ Remuneration Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 113
Statement of Directors’ Responsibilities
In respect of the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in
accordance with UK adopted international accounting standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under
that law the Directors are required to prepare financial statements in accordance with UK adopted
international accounting standards. Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the state of affairs of the
Company and of the profit or loss for the Company for that period.
In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• 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;
• make judgements and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Company will continue in business; and
• prepare a directors’ report, a strategic report and directors’ remuneration report which comply
with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that the financial statements comply
with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities. The Directors
are responsible for ensuring that the annual report and accounts, taken as a whole, are fair,
balanced, and understandable and provides the information necessary for shareholders to assess
the Company’s position, 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.
114 | Downing Renewables & Infrastructure Trust plc Annual Report
Statement of Directors’ Responsibilities continued
Directors’ responsibilities pursuant to DTR4
The Directors confirm that, 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.
• The annual report includes a fair review of the development and performance of the business
and the financial position of the Company, together with a description of the principal risks and
uncertainties that they face.
On behalf of the Board.
Hugh W M Little (Chair)
25 March 2025
Downing Renewables & Infrastructure Trust plc Annual Report | 115
Alternative Investment Fund Manager’s Report
Background
The Alternative Investment Fund Manager’s Directive (the “AIFMD”) came into force on 22 July
2013. The objective of the AIFMD was to ensure a common regulatory regime for funds marketed
in or into the EU which were not regulated under the UCITS regime. This was primarily for investors’
protection and also to enable European regulators to obtain adequate information in relation to
funds being marketed in or into the EU to assist their monitoring and control of systemic risk issues.
JTC Global AIFM Solutions Limited (the “AIFM”), which was appointed as the Company’s alternative
investment fund manager on 1 February, 2024, is a non-EU Alternative Investment Fund Manager
(a “Non-EU AIFM”) and the Company is a non-EU Alternative Investment Fund (a “Non-EU AIF”).
Although the AIFM is a non-EU AIFM, so the depositary rules in Article 21 of the AIFMD do not
apply, the transparency requirements of Articles 22 (Annual report) and 23 (Disclosure to investors)
of the AIFMD do apply to the AIFM and therefore to the Company. In compliance with those
articles, the following information is provided to the Company’s shareholders by the AIFM.
1. Material Changes in the Disclosures to Investors
During the financial year under review, there were no material changes to the information required
to be made available to investors under Article 23 of the AIFMD before they invest in the Company
from the information set out in the Company’s prospectus dated 7 June, 2022, save as disclosed
below and in certain sections of the annual financial report, those being the Chairman’s Statement,
Investment Manager’s Report, the sections headed “Sustainability and Responsible Investment”,
“Section 172 (1) Statement”, “Risk and Risk Management”, “Going Concern and Viability” and the
Directors’ Report, including the Corporate Governance Statement.
Proposed changes to the Company’s investment policy, which are to be voted upon by shareholders
at the Company’s 2025 annual general meeting, are disclosed in the Chairman’s Statement and in
the section of this annual financial report headed “Strategy and Business Model”.
2. Risks and Risk Management Policy
The current principal risks facing the Company and the main features of the risk management
systems employed by AIFM and the Company to manage those risks are set out in the sections
headed “Risk and Risk Management”, the Directors’ Report, the Audit and Risk Committee’s Report
and in note 16 to the financial statements. The AIFM also has a comprehensive risk matrix (the
“Risk Matrix”), which is used to identify, monitor and manage material risks to which the Company
is exposed.
3. Leverage and borrowing
The Company is entitled to employ leverage in accordance with its investment policy as set out in
the Company’s prospectus. As at the balance sheet date, the Company had access to a revolving
credit facility of £40 million, as well as two additional long-term debt facilities at asset level of
£74.3 million and €68.5 million, of which €54.2 million was drawn on the latter. In total, the
Sterling value of debt was £111.1 million as at the balance sheet date. Further information on the
debt facilities can be found in the Investment Manager’s Report. There were no changes in the
Company’s borrowing powers and policies, details of which are given in the section of this annual
financial report headed “Strategy and Business Model”.
116 | Downing Renewables & Infrastructure Trust plc Annual Report
4. Environmental, Social and Governance (“ESG”) Information
Because the AIFM is a non-EU AIFM and the Company is not marketed into the EEA, the AIFM is
not required to comply with Regulation (EU) 2019/2099 on Sustainability-Related Disclosures in
the Financial Services Sector (the “SFDR”). However, the Company has voluntarily chosen to report
in line with Article 9 of the SFDR and details of the Company’s and its advisers ESG objectives and
actions taken are reported on in the section of this annual financial report entitled “Sustainability
and Responsible Investment.” See also the section headed “Key Performance Indicators” and the
SFDR Periodic Disclosure Template (Unaudited) for environmental and sustainability-related metrics
and other ESG-related information.
As a member of the JTC group of Companies, the AIFM’s ultimate beneficial owner and controlling
party is JTC Plc, a Jersey-incorporated company whose shares have been admitted to the Official
List of the UK’s Financial Conduct Authority and to trading on the London Stock Exchange’s Main
Market for Listed Securities (mnemonic JTC LN, LEI 213800DVUG4KLF2ASK33). In the conduct of
its own affairs, the AIFM is committed to best practice in relation to ESG matters and has therefore
adopted JTC Plc’s ESG framework (the “ESG Framework”) and a copy of the ESG Framework can be
viewed online at https://www.jtcgroup.com/esg/.
As at the date of this report, JTC Plc is a signatory of the U.N. Principles for Responsible Investment.
The JTC group is also carbon neutral, works to support the achievement of various U.N. Sustainable
Development Goals and reports under the Task Force on Climate-related Financial Disclosures (“the
“TCFD”) and the SASB framework.
The AIFM is also cognisant of the announcement published by H.M. Treasury in the UK of its
intention to make mandatory by 2025 disclosures aligned with the recommendations of the Task
Force on Climate-Related Disclosures, with a significant proportion of disclosures mandatory by
2023. The AIFM also notes the roadmap and interim report of the UK’s Joint Government-Regulator
TCFD Taskforce published by H.M. Treasury on 9 November, 2020. The AIFM continues to monitor
developments and intends to comply with the UK’s regime to the extent either mandatory or
desirable as a matter of best practice.
The AIFM and Downing LLP (“Downing” or the “Investment Manager”) as the Company’s alternative
investment fund manager and investment manager respectively do consider ESG matters in their
respective capacities. Detailed reporting on the Investment Manager’s approach to sustainability
and the Company’s performance in this area is included in the sections of this annual financial
report headed “Sustainability and Responsible Investment” and “Climate Disclosure, based on
the recommendations of the Climate Related Financial Disclosures”. The Company’s approach
to corporate governance matters is described in the section headed “Corporate Governance
Statement” within the Directors’ Report.
The AIFM’s Risk Matrix referred to in section 2 above is used to identify, monitor and manage
material risks to which the Company is exposed, including ESG and sustainability risks, the latter
being an environmental, social or governance event or condition that, if it occurred, could cause
an actual or a potential material negative impact on the value of an investment. We also consider
sustainability factors, those being environmental, social and employee matters, respect for human
rights, anti-corruption and anti-bribery matters.
Alternative Investment Fund Manager’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 117
5. Remuneration of the AIFM’s Directors and Employees
During the financial year under review, no separate remuneration was paid by the AIFM to three
of its executive directors, Kobus Cronje, Graham Sleep and Graham Taylor, because they were all
employees of the JTC group of companies, of which the AIFM forms part. The fourth executive
director, Matthew Tostevin, is paid a fixed fee of £10,000 for acting as a director. Mr Tostevin is paid
additional remuneration on a time spent basis for services rendered to the AIFM and its clients.
Other than the directors, the AIFM has no employees. The Company has no agreement to pay any
carried interest to the AIFM. During the year under review, the AIFM paid £10,000 in fixed fees and
£36,892.08 in variable remuneration to Mr Tostevin.
6. Remuneration of the AIFM Payable by the Company
The AIFM was during the period under review paid a fee of 0.04% per annum of the Company’s
net asset value, subject to a minimum of £40,000 per annum, such fee being payable quarterly
in arrears. The AIFM was also paid a one-off transfer fee of £5,000 upon its appointment as the
Company’s AIFM.
Subsequent secondary issues of shares of the Company in the primary market are supported on
a time spent basis, subject to a cap of £10,000 per each such issue. Other significant non-routine
work may be agreed between the AIFM and the Company from time to time and charged for on a
time spent basis. The total fees paid to the AIFM during the year under review were £80,169.86.
JTC Global AIFM Solutions Limited
Alternative Investment Fund Manager
25 March 2025
Alternative Investment Fund Manager’s Report continued
118 | Downing Renewables & Infrastructure Trust plc Annual Report118 | Downing Renewables & Infrastructure Trust plc Annual Report
Downing Renewables & Infrastructure Trust plc Annual Report | 119
Independent Auditor’s Report
To the members of Downing Renewables and Infrastructure Trust
PLC
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its
profit for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting standards;
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Downing Renewables and Infrastructure PLC (the
‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive
Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of
Cash Flows and notes to the financial statements, including a summary of material accounting
policies. The financial reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Board on
10 November 2020 to audit the financial statements for the period ended 31 December 2021 and
subsequent financial periods. The period of total uninterrupted engagement including retenders
and reappointments is 4 years, covering the years ended 31 December 2021 to 31 December
2024. We remain independent of the Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. The non-audit services prohibited by that standard were not
provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of
the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of
accounting included:
• Assessing and challenging the inputs in the cashflow forecast prepared by the Directors against
existing contractual commitments, including performing stress testing considering downside
scenarios and assessing the impact on the Company’s liquidity position;
• Assessing assumptions used within the valuation models to supporting documentation per the
Key audit matter noted below and considering how these impact on the ability of the portfolio
companies to make distributions to the Company and therefore on the Company’s ability to
meet its commitments as they fall due;
120 | Downing Renewables & Infrastructure Trust plc Annual Report
Independent Auditor’s Report continued
• Reviewing the future commitments of the Company and checking they have been appropriately
incorporated into the forecast;
• Reviewing the amount of headroom in the forecasts of both the base case and downside
scenarios; and
• Reviewing the assessment from board considering that continuation voting will not create a
material uncertainty regarding going concern and reviewing an opinion from broker confirming
their support for the analysis, as well as other feedback from shareholders in favour of
continuation.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Company’s
ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters Valuation of investments
2024
Yes
2023
Yes
Materiality
Company financial statements as a whole
£2.998m (2023: £3.212m) based on 1.5% (2023: 1.5%) of Net assets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including
the Company’s system of internal control, and assessing the risks of material misstatement in the
financial statements. We also addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the Directors that may have represented
a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit,
and directing the efforts of the engagement team. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Downing Renewables & Infrastructure Trust plc Annual Report | 121
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
investments
See note 9 and
accounting policy
on page 131
100% of the underlying
investment portfolio is
represented by unquoted equity
and loan investments.
The valuation of investments
is calculated using discounted
cash flow models. This is a highly
subjective accounting estimate
where there is an inherent risk of
bias arising from the investment
valuations being prepared by the
Investment Manager (with the
assistance of externally appointed
experts), who is remunerated
based on the net asset value of
the company.
There is a fraud risk due to high
level of estimation uncertainty
regarding judgemental inputs
such as future power prices,
power generation, discount rates,
asset lives and inflation, involved
in determining the valuation.
There is risk of error in the
model integrity, classification of
investments as loan vs equity,
calculation of unrealised gains
due to complexity in the valuation
models regarding accuracy of
contractual inputs.
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 key audit
matter.
For new investments, obtained and reviewed purchase
agreements and contracts and considered whether inputs
were accurately reflected in the valuation model.
In respect of all underlying equity investments valued using
discounted cash flow models, we performed the following
specific procedures:
• Challenged the appropriateness of the selection and
application of key assumptions in the model including the
discount rate, inflation, asset life, energy yield and power
price applied by benchmarking to available industry data
and with the assistance of our internal valuations experts.
• Agreed power generation and power price forecasts to
power purchase agreements and independent reports
prepared by management’s expert. We assessed
the competency, independence and objectivity of
management’s expert.
• For existing investments, we compared the assumptions
used in the current year to the prior year audited
assumptions and obtained sufficient evidence for
significant changes in assumptions.
• Used spreadsheet analysis tools to assess the integrity
of the valuation models and track changes to inputs or
structure from the valuation model used in the prior year.
• Considered the accuracy of forecasting by comparing
forecasts to actual results and challenged the reasons
for significant variances and whether these have been
adequately factored into future modelling.
• Reviewed the corporation tax workings within the
valuation model and considered whether these had been
modelled accurately in the context of current corporation
tax legislation and rates.
• Agreed a sample of cash and other net assets incorporated
into the valuation to bank statements and investee
company management accounts.
• For each of the key assumptions in the valuation models,
we considered the appropriateness of the assumption by
benchmarking to available industry data and consulting
with our internal valuations experts and considering
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. We also considered
the completeness and clarity of disclosures regarding
the range of reasonable alternative assumptions in the
financial statements.
For loan investments we agreed them to loan agreements
and verified the relevant terms of the loan, and recalculated
interest income and compared to that recorded.
Key observations
Based on our procedures performed we found the valuation of
the investment portfolio and judgements applied therein to be
acceptable.
Independent Auditor’s Report continued
122 | Downing Renewables & Infrastructure Trust plc Annual Report
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating
the effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken on
the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent of
testing needed. Importantly, misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a
whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole and performance materiality as follows:
Company financial statements
2024 2023
Materiality £2.998m £3.212m
Basis for determining materiality 1.5% of Net assets
Rationale for the benchmark applied Net Asset Value is a key indicator of performance and as such the
most relevant benchmark on which to base materiality for the users
of the financial statements.
Performance materiality £2.098m £2.248m
Basis for determining performance materiality 70% of Materiality
Rationale for the percentage applied for
performance materiality
The level of performance materiality applied was set after having
considered a number of factors including our assessment of the
Company’s overall control environment and the expected total value
of known and likely misstatements and the level of transactions in
the year.
Specific materiality
We also determined that for those items impacting realised return, a misstatement of less than
materiality for the financial statements as a whole, specific materiality, could influence the
economic decisions of users as it is a measure of the Company’s performance. As a result, we
determined materiality for these items to be £384k (2023: £382k), based on 5% of revenue return
before tax (2023: 5%). We further applied a performance materiality level of 70% (2023:70%) of
specific materiality to ensure that the risk of errors exceeding specific materiality was appropriately
mitigated.
We used a specific materiality in the current year rather than a lower testing threshold given the
presence of a dividend target and therefore an enhanced incentive to overstate revenue returns.
Independent Auditor’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 123
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences
in excess of £149k (2023: £160k) and for those items impacting realised return £19k (2023: £19k).
We also agreed to report differences below these thresholds 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.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-
term viability and that part of the Corporate Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the period
this assessment covers and why the period is appropriate.
Other Code provisions
• Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems; and
• The section describing the work of the Audit Committee.
Independent Auditor’s Report continued
124 | Downing Renewables & Infrastructure Trust plc Annual Report
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the
audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and
matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Matters on which we
are required to report by
exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit
have not been received from branches not visited by us; or
• the financial statements and the part of the Directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, 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
Independent Auditor’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 125
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
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. We considered the significant laws
and regulations to be compliance with Companies Act 2006, the FCA listing and DTR rules, the
principles of the UK Corporate Governance Code, requirements of s.1158 of the Corporation Tax
Act, and applicable accounting standards.
Our tests included but were not limited to:
• 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.;
• Review of minutes of board meetings throughout the period regarding any instances of
non-compliance with laws and regulations;
• Assess design and implementation of the control environment in monitoring compliance with
laws and regulations; and
• Re-performing an assessment of the company’s investment trust status as of year-end, in order
to ensure that all eligibility conditions outlined under section 1158 of Corporation tax act 2010
are met.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including
fraud. Our risk assessment procedures included:
• Enquiring of management and those charged with governance regarding any known or suspected
instances of fraud;
• Obtaining an understanding of the Company’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for any known or suspected
instances of fraud;
Independent Auditor’s Report continued
126 | Downing Renewables & Infrastructure Trust plc Annual Report
• Discussion amongst the engagement team as to how and where fraud might occur in the financial
statements; and
• Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management
override of controls and valuation of investments.
Our procedures in response to the above included:
• Procedures set out in the Key Audit Matters section above;
• Testing all post year-end journals which have been posted after year-end but relate to the
year-end values by agreeing them to supporting evidence, and evaluating whether there was
evidence of bias by the Investment Manager and Directors that represented a risk of material
misstatement due to fraud;
• Incorporating an element of unpredictability by testing a judgemental sample of smaller expense
items that would not otherwise be selected for testing; and
• Evaluating whether the judgments and estimates made in selecting the significant assumptions
indicate possible management bias.
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.
Independent Auditor’s Report continued
Downing Renewables & Infrastructure Trust plc Annual Report | 127
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Peter Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
25 March 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Independent Auditor’s Report continued
Financial
Statements
128 | Downing Renewables & Infrastructure Trust plc Annual Report
Downing Renewables & Infrastructure Trust plc Annual Report | 129
Notes
Revenue
31 December
2024
£’000s
Capital
31 December
2024
£’000s
Total
31 December
2024
£’000s
Revenue
31 December
2023
£’000s
Capital
31 December
2023
£’000s
Total
31 December
2023
£’000s
Income
Return on
investment 5 10,888 (2,702) 8,186 10,872 (564) 10,308
Total income 10,888 (2,702) 8,186 10,872 (564) 10,308
Expenses
Investment
management fees 4 (1,967) – (1,967) (2,043) – (2,043)
Directors’ fees 18 & 22 (164) – (164) (150) – (150)
Other expenses 6 (1,082) – (1,082) (1,191) – (1,191)
Total expenses (3,213) – (3,213) (3,384) – (3,384)
Profit before
taxation 7,675 (2,702) 4,973 7,48 8 (564) 6,924
Taxation 7 – – – – – –
Profit after taxation 7,675 (2,702) 4,973 7, 4 88 (564) 6,924
Profit and total
comprehensive
income
attributable to:
Equity holders of the
Company 7,675 (2,702) 4,973 7, 4 88 (564) 6,924
Earnings per share-
Basic & diluted
(pence) 8 4.4 (1.5) 2.9 4.1 (0.3) 3.8
The total column of this statement is the Statement of Comprehensive Income of the Company
prepared in accordance with UK-adopted international accounting standards. The supplementary
revenue return and capital columns have been prepared in accordance with the Association of
Investment Companies Statement of Recommended Practice (AIC SORP).
Statement of Comprehensive Income
For the year from 1 January 2024 to 31 December 2024
130 | Downing Renewables & Infrastructure Trust plc Annual Report
Notes
31 December
2024
£’000s
31 December
2023
£’000s
Non-current assets
Investments at fair value through profit and loss 9 199,517 212,030
199,517 212,030
Current assets
Trade and other receivables 10 416 337
Cash and cash equivalents 15 778 1,778
1,194 2,115
Total assets 200,711 214,145
Current liabilities
Trade and other payables 11 (782) (2,083)
(782) (2,083)
Total liabilities (782) (2,083)
Net assets 199,929 212,062
Capital and reserves
Called up share capital 12 1,846 1,846
Share Premium 65,910 65,910
Special distributable reserve 13 99,717 107,3 41
Treasury Account (11,172) (4,065)
Revenue reserve 11,509 6,209
Capital reserve 32,119 34,821
Shareholders’ funds 199,929 212,062
Net asset value per ordinary share (pence) 14 116.65 117.65
The audited financial statements of Downing Renewables & Infrastructure Trust PLC were approved
by the Board of Directors and authorised for issue on 25 March 2025 and are signed on behalf of
the Board by:
Hugh W M Little
Chair
Company registration number 12938740
Statement of Financial Position
As at 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 131
Notes
Share
Capital
£’000s
Share
Premium
£’000s
Capital
Reserve
£’000s
Treasury
Account
£’000s
Revenue
Reserve
£’000s
Special
Distributable
Reserve
£’000s
Total
£’000s
Net assets
attributable to
shareholders at
31 December 2022 1,846 65,910 35,385 – 1,140 114,618 218,899
Shares bought back – – – (4,065) – – (4,065)
Dividends – – – – (2,419) (7, 277 ) (9,696)
Total comprehensive
income for the year – – (564) – 7,4 8 8 – 6,924
Net assets
attributable to
shareholders at
31 December 2023 1,846 65,910 34,821 (4,065) 6,209 107,341 212,062
Shares bought back 12 – – – (7,107) – – (7,107)
Dividends 20 – – – – (2,375) ( 7, 624) (9,999)
Total comprehensive
income for the year – – (2,702) – 7, 675 – 4,973
Net assets
attributable to
shareholders at
31 December 2024 1,846 65,910 32,119 (11,172) 11,509 99,717 199,929
The Company’s distributable reserves consist of the Special distributable reserve, Capital reserve
attributable to realised capital gains and Revenue reserve. There have been no realised gains
or losses at the reporting date. Total reserves available for distribution were £111,226k (2023:
£113,897k).
Statement of Changes in Equity
For the year ending 31 December 2024
132 | Downing Renewables & Infrastructure Trust plc Annual Report
Notes
Year to
31 December
2024
£000s
Year to
31 December
2023
£000s
Cash flows from operating activities
Profit before taxation 4,973 6,924
Adjusted for:
Interest income 5 (9,888) (9,872)
Unrealised loss on investments at fair value 5 2,702 564
(Increase)/Decrease in receivables (79) 230
(Decrease)/Increase in payables (1,302) 221
Loan Interest Received 9 9,490 11,500
Net cash outflows from operating activities 5,896 9,567
Cash flows from investing activities
Loan advanced to DORE Holdco Limited 9 – (17,356)
Loan repaid by DORE Holdco Limited 9 10,210 –
Net cash inflow/(outflows) from investing activities 10,210 17, 356
Cash flows from financing activities
Amounts paid in respect of share buybacks (7,107 ) (4,065)
Dividends paid 20 (9,999) (9,696)
Net cash outflows from financing activities (17,106) (13,761)
Decrease in cash and cash equivalents (1,000) (21,550)
Cash and cash equivalents at the start of the year 1,778 23,328
Cash and cash equivalents at the end of the year 15 778 1,778
Statement of Cash Flows
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 133
1. General Information
The Company is registered in England and Wales under number 12938740 pursuant to the
Companies Act 2006 and its registered office is Central Square, 29 Wellington Street, Leeds, United
Kingdom, LS1 4DL.
The Company was incorporated on 8 October 2020 and is a Public Limited Company and the
ultimate controlling party of the group. The Company’s ordinary shares were first admitted to the
premium segment of the Financial Conduct Authority’s Official List (now the FCA’s closed-ended
investment funds category) and to trading on the Main Market of the London Stock Exchange
under the ticker DORE on 10 December 2020.
The audited financial statements of the Company (the “financial statements”) are for the period
from 1 January 2024 to 31 December 2024 and comprise only the results of the Company, as all of
its subsidiaries are measured at fair value in line with IFRS 10 as disclosed in note 2.
The Company’s objective is to generate an attractive total return for investors comprising stable
dividend income and capital preservation, with the opportunity for capital growth through the
acquiring and realising value from a diverse portfolio of renewable energy infrastructure projects.
The Company currently makes its investments through its principal holding company and single
subsidiary, DORE Hold Co Limited (“Hold Co”), and intermediate holding companies which are
directly owned by the Hold Co. The Company controls the Investment Policy of each of the Hold Co
and its intermediate holding companies in order to ensure that each will act in a manner consistent
with the Investment Policy of the Company.
The Company has appointed Downing LLP as its Investment Manager (the “Investment Manager”)
pursuant to the Investment Management Agreement dated 30 January 2024. The Investment
Manager is registered in England and Wales under number OC341575 pursuant to the Companies
Act 2006. The Investment Manager is regulated by the FCA, number 545025.
2. Basis of preparation
The financial statements have been prepared in accordance with UK-adopted international
accounting standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards.
The financial statements have also been prepared as far as is relevant and applicable to the Company
in accordance with the Statement of Recommended Practice: Financial Statements of Investment
Trust Companies and Venture Capital Trusts (“SORP”) issued in October 2019 by the Association of
Investment Companies (“AIC”).
The financial statements are prepared on the historical cost basis, except for the revaluation of
certain financial instruments at fair value through profit or loss. The principal accounting policies
adopted are set out below. These policies are consistently applied.
The financial statements are presented in Sterling, which is the Company’s functional currency and
are rounded to the nearest thousand, unless otherwise stated.
Notes to the Financial Statements
For the year ending 31 December 2024
134 | Downing Renewables & Infrastructure Trust plc Annual Report
2. Basis of preparation (Continued)
Estimates and underlying assumptions are reviewed regularly on an on-going basis. Revisions to
accounting estimates are recognised in the year in which the estimates are revised and in any future
year affected. The key assumptions are detailed below:
Power Prices
The Company uses long-term, forward-looking power price forecasts from third party consultants for
the purposes of asset valuations. In the UK an equal blend is taken from the most recent central case
forecasts from two leading consultants, whilst in Sweden an equal blend is taken from the most recent
central case forecasts from three leading consultants. This is then blended with actual pricing for forward
market trades for the next 3 years enabling a more holistic view of the power market to be included in
the valuation. Where fixed price arrangements are in place, the financial model will reflect this price for
the relevant time frame.
Inflation
The Company uses near-term (calendar year 2025) inflation forecast of 3.3% for the purposes of UK asset
valuations, falling to a medium-term inflation forecast of 3.00% from 2026. From 2030 onwards, this
forecast reduces to 2.25% in line with the RPI reform announced by the UK Government.
A near-term inflation (calendar year 2025) forecast of 2.25% is used for the Swedish asset valuations.
The forecast in the medium term (2026 onwards) to long term reduces to 2.00%, in line with the long
term Swedish central bank’s target inflation rate.
Foreign Exchange
Cashflows from assets that are generated in a non-sterling currency are converted in each period
they are earned using the actual hedges in place, with the residual amounts converted at the relevant
exchange rate.
The relevant exchange rate is taken from a forward curve provided by the Company’s foreign exchange
advisors for four years, at which point the exchange rate is held constant due to the impracticalities of
hedging currency further into the future.
Discount rate
Discount rates used for the purpose of the valuation process are representative of the Investment
Manager’s and the Board’s assessment of the rate of return in the market for assets with similar
characteristics and risk profile.
Discount rates in use across the portfolio range from 6.5% to 8.05%, with the weighted average value
at 8.0%.
The significant estimates, judgement or assumptions for the year are set out in further detail on page 137.
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 135
2. Basis of preparation (Continued)
Basis of Consolidation
The sole objective of the Company through its subsidiary DORE Hold Co Limited is to invest in
Renewable Energy Infrastructure Projects for the purposes of obtaining investment income and
capital appreciation, via individual corporate entities. Hold Co typically will issue equity and loans
to finance its investments.
The Directors have concluded that in accordance with IFRS 10, the Company meets the definition of
an investment entity having evaluated the criteria that needs to be met (see below). Under IFRS 10,
investment entities are required to hold subsidiaries at fair value through profit or loss rather than
consolidate them on a line-by-line basis, meaning Hold Co’s cash, debt and working capital balances
are included in the fair value of the investment rather than in the Company’s assets and liabilities.
Hold Co has one investor which is the Company. However, in substance, Hold Co is investing
the funds of the investors of the Company on its behalf and is effectively performing investment
management services on behalf of many unrelated beneficiary investors.
Characteristics of an investment entity
There are three key conditions to be met by the Company for it to meet the definition of an investment
entity. For each reporting year, the Directors will continue to assess whether the Company continues
to meet these conditions:
• It obtains funds from one or more investors for the purpose of providing these investors with
professional investment management services;
• It commits to its investors that its business purpose is to invest its funds solely for the returns (including
having an exit strategy for investments) from capital appreciation, investment income or both; and
• It measures and evaluates the performance of substantially all its investments on a fair value basis.
In satisfying the second criterion, the notion of an investment timeframe is critical. An investment
entity should not hold its investments indefinitely but should have an exit strategy for their realisation.
The Company intends to hold its renewable energy infrastructure assets for the remainder of
their useful life to preserve the capital value of the portfolio. However, as the renewable energy
infrastructure assets are expected to have no residual value after their useful lives, the Directors
consider that this demonstrates a clear exit strategy from these investments.
Due to the nature of hydro as an asset class and where the land is owned with the asset, which is
the case for the Swedish hydro assets the assets are deemed to have an infinite life assuming an
appropriate level of capex to maintain the equipment and dams. As a result, valuations are based on
a perpetual life where the model assumes the portfolio is sold in 2050.
Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13
“Fair Value Measurement”, IFRS 10 “Consolidated Financial Statements” and IFRS 9 “Financial
Instruments”.
The Directors believe the treatment outlined above provides the most relevant information
to investors.
Notes to the Financial Statements continued
For the year ending 31 December 2024
136 | Downing Renewables & Infrastructure Trust plc Annual Report
2. Basis of preparation (Continued)
Going concern
The Directors have adopted the going concern basis in preparing the Annual Report. The following
is a summary of the Director’s assessment of going concern status of the Company. In reaching this
conclusion, the Directors have considered the liquidity of the Company’s portfolio of investments as
well as its cash position, income and expense flows. As at 31 December 2024, the Company had net
assets of £119.9 (2023: £212.5) million including cash balances of £0.8 million (2023: £1.8 million)
which are sufficient to meet current obligations as they fall due. Through its main subsidiary, DORE
Hold Co Limited, the Company has access to a RCF of £40 million which is available for either new
investments or investment in existing projects and working capital. At the reporting date the facility
was undrawn.
The Directors and the Investment Manager continue to actively monitor this and its potential effect
on the Company and its investments.
In particular, they have considered the following specific key potential impacts:
• Unavailability of key personnel at the Investment Manager or Administrator; and
• Increased volatility in the fair value of investments.
The Directors have reviewed Company forecasts and projections which cover a period of at least
12 months from the date of approval of this report, considering foreseeable changes in investment and
trading performance, which show that the Company has sufficient financial resources to continue in
operation for at least the next 12 months from the date of approval of this report. The directors have
considered the impact of the current economic environment in their review. On the basis of this review,
and after making due enquiries, the Directors have a reasonable expectation that the Company has
adequate resources to continue in operation and accordingly. They continue to adopt the going concern
basis in preparing the financial statements.
Segmental reporting
The Chief Operating Decision Maker (the “CODM”) being the Board of Directors, is of the opinion
that the Company is engaged in a single segment of business, being investment in renewable energy
infrastructure.
The Company has no single major customer. The internal financial information to be used by the
CODM on a quarterly basis to allocate resources, assess performance and manage the Company
will present the business as a single segment comprising the portfolio of investments in renewable
energy infrastructure assets.
Critical accounting judgements, estimates and assumptions
In the application of the Company’s accounting policies, which are described in note 3, the Directors
are required to make judgements, estimates and assumptions about the fair value of assets and
liabilities that affect reported amounts. It is possible, that actual results may differ from these
estimates.
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 137
2. Basis of preparation (Continued)
Critical accounting judgements, estimates and assumptions (Continued)
The preparation of the financial statements requires management to make judgements, estimates
and assumptions that affect the application of the accounting policies and the reported amount
of assets, liabilities, income and expenses. Estimates, by their nature, are based on judgement
and available information, hence actual results may differ from these judgements, estimates and
assumptions.
The key assumptions that have a significant impact on the carrying value of investments that are
valued by reference to the discounted value of future cashflows are the useful life of the assets,
the discount rates, the rate of inflation, the price at which the power and associated benefits can
be sold and the amount of electricity the assets are expected to produce. The sensitivity analysis of
these key assumptions is outlined in note 9 to the financial statements, on page 146.
Useful lives are based on the Investment Manager’s estimates of the period over which the assets
will generate revenue which are periodically reviewed for continued appropriateness. Where
land is leased from an external landlord, the operational life assumed for the purposes of the asset
valuations is valued at the earlier of planning or lease expiry. Where a project has a life in excess of
75 years, the land it is located on is owned and there are no constraints regarding planning, asset
valuations are based on a perpetual life including long term capital expenditure assumptions. This is
the basis for the valuation of the hydropower assets. The actual useful life may be a shorter or longer
period depending on the actual operating conditions experienced by the asset.
The discount rates are subjective and therefore it is feasible that a reasonable alternative
assumption may be used resulting in a different value. The discount rates applied to the cashflows
are reviewed regularly by the Investment Manager to ensure they are at the appropriate level.
The Investment Manager will take into consideration market transactions, where of similar nature,
when considering changes to the discount rates used.
The revenues and expenditure of the investee companies are frequently, partly, or wholly subject
to indexation and an assumption is made as to near term and long-term rates.
The price at which the output from the generating assets is sold is a factor of both wholesale
electricity prices and the revenue received from the Government support regimes. Future
power prices are estimated using external third-party forecasts which take the form of specialist
consultancy reports, which reflect various factors including gas prices, carbon prices and renewables
deployment, each of which reflect the UK and global response to climate change.
The Company’s investments in unquoted investments are valued by reference to valuation
techniques approved by the Directors and in accordance with the International Private Equity and
Venture Capital (“IPEV”) Guidelines.
As noted above, the Board have concluded that the Company meets the definition of an investment
entity as defined in IFRS 10. This conclusion involved a degree of judgement and assessment as to
whether the Company meets the criteria outlined in the accounting standards. For information on
the specific judgements made by management in applying the definition of an investment entity
refer to the “Basis of consolidation” policy on page 133.
Notes to the Financial Statements continued
For the year ending 31 December 2024
138 | Downing Renewables & Infrastructure Trust plc Annual Report
2. Basis of preparation (Continued)
New standards issued
New and revised standards issued with effect from 1 January 2024
• Amendments to IAS 1 on classification of liabilities clarify that liabilities are classified as either
current or non-current, depending on the rights that exist at the end of the reporting year.
The impact of this standards is not expected to be material to the reported results and financial
position of the Company.
New and revised standards issued with effect from or after 1 January 2025:
• Amendments to IFRS 9 regarding the classification and measurement of financial instruments –
effective from 1 January 2026
• Addition of IFRS 18 on presentation and Disclosures in Financial Statements – effective from
1 January 2027
The impact of these standards is not expected to be material to the reported results and financial
position of the Company.
3. Material Accounting Policies
Financial Instruments
Financial assets and financial liabilities are recognised on the Company’s Statement of Financial
Position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and liabilities are to be de-recognised when the contractual rights to the cash flows
from the instrument expire or the asset is transferred, and the transfer qualifies for de-recognition
in accordance with IFRS 9 Financial Instruments.
Financial assets
The Company classifies its financial assets as either investments at fair value through profit or loss or
financial assets at amortised cost. The classification depends on the purpose for which the financial assets
are acquired. Management determines the classification of its financial assets at initial recognition.
Investments at fair value through profit or loss (“FVTPL”)
The fair value of investments in renewable energy infrastructure projects is calculated by discounting
at an appropriate discount rate future cash flows expected to be received by the Company’s
intermediate holdings, from investments in both equity (dividends and equity redemptions),
shareholder and inter-company loans (interest and repayments).
Investments are designated upon initial recognition as held at fair value through profit or loss. Gains
or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive
Income at each valuation point. As shareholder loan investments form part of a managed portfolio
of assets whose performance is evaluated on a fair value basis, loan investments are designated at
fair value in line with equity investments. The Company’s loan and equity investments in Hold Co are
held at fair value through profit or loss. Gains or losses resulting from the movement in fair value are
recognised in the Company’s Statement of Comprehensive Income at each valuation point.
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 139
3. Material Accounting Policies (Continued)
Investments at fair value through profit or loss (“FVTPL”) (Continued)
Financial assets at Fair Value through profit and loss are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost, being the fair value of consideration
given. Transaction costs are recognised in the Statement of Comprehensive Income as incurred.
Fair value is defined as the amount for which an asset could be exchanged between knowledgeable
willing parties in an arm’s length transaction. Fair value is calculated on a levered, discounted
cashflow basis in accordance with IFRS 13.
Financial assets at amortised cost
Loans and other receivables are measured at amortised cost using the effective interest method,
less any impairment. They are included in current assets, except where maturities are greater than
12 months after the reporting date, in which case they are to be classified as non-current assets. The
Company’s financial assets held at amortised cost comprise “other receivables” and “cash and cash
equivalents” in the statement of financial position.
Impairment
Impairment provisions for loans and receivables are recognised based on a forward-looking
expected credit loss model. All financial assets assessed under this model are immaterial to the
financial statements.
Financial liabilities at amortised cost
Financial liabilities are classified as other financial liabilities, comprising other non-derivative
financial instruments, including trade and other payables, which are to be measured at amortised
cost using the effective interest method.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangement.
Equity instruments
The Company’s Ordinary Shares are classified as equity and are not redeemable. Costs associated
or directly attributable to the issue of new equity shares are recognised as a deduction in equity and
are charged either from the share premium account or the special distributable reserve, created on
court cancellation of share premium account.
Taxation
The Company is approved as an Investment Trust Company (“ITC”) under sections 1158 and 1159
of the Corporation Taxes Act 2010 and part 2 Chapter 1 Statutory Instrument 2011/2999. The
approval is subject to the Company continuing to meet the eligibility conditions of the Corporation
Tax Act 2010. The Company intends to ensure that it complies with the ITC regulations on an ongoing
basis and regularly monitors the conditions required to maintain ITC status.
Under the current system of taxation in the UK, the Company is not liable to taxation on its operations
in the UK. 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.
Notes to the Financial Statements continued
For the year ending 31 December 2024
140 | Downing Renewables & Infrastructure Trust plc Annual Report
3. Material Accounting Policies (Continued)
Dividends
Dividends to the Company’s shareholders are recognised when they become legally payable. In the
case of interim dividends, this is when they are paid. In the case of final dividends, this is when they
are approved by the shareholders at the Annual General Meeting.
Income
Income includes investment income from financial assets at FVTPL and finance income.
Investment income from financial assets at FVTPL is recognised in the Statement of Comprehensive
Income within income when the Company’s right to receive payments is established.
Finance income comprises interest earned on intercompany loans and is recognised on an accruals
basis.
Expenses
Expenses are accounted for on an accruals basis. Share issue expenses directly attributable to
the listing of shares are charged through profit and loss with incremental costs associated with
raising capital charged through the Special Distributable Reserve or Share Premium Account. The
Company’s investment management fee, administration fees and all other expenses are charged
through the Statement of Comprehensive Income. In respect of the analysis between revenue and
capital these items are presented and charged 100% as revenue items.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, deposits held on call with banks and other
short-term highly liquid deposits with original maturities of three months or less.
Deposits to be held with original maturities of greater than three months are included in other
financial assets. There are no expected credit losses as the bank institutions will have high credit
ratings assigned by international credit rating agencies.
4. Investment management fees
Under the terms of the Investment Management Agreement, the Investment Manager is entitled to
a management fee from the Company, which is calculated quarterly in arrears at 0.95% of NAV per
annum up to £500 million and 0.85% per annum of NAV in excess of £500 million.
The Company incurred £1,966,606 (2023: £2,042,579) of management fees during the year,
investment management fees of £470,964 (2023: £1,530,183) were unpaid at the year end.
No performance fee is payable to the Investment Manager under the Investment Management
Agreement and there are no provisions that would entitle the Investment Manager to a performance
fee in respect of future years.
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 141
5. Return on investment
31 December
2024
£’000s
31 December
2023
£’000s
Unrealised movement in fair value of investments (Note 9) (2,702) (564)
Interest receivable on shareholder loans (note 9) 9,888 9,872
Provision of Corporate Services to DORE Holdco Limited 1,000 1,000
8,186 10,308
During the year, the Company supplied DORE Holdco Limited with the services laid out in the
Corporate Services Agreement dated 1 October 2022, these include but are not limited to consulting
and planning; product management; financial and other services.
6. Other expenses
31 December
2024
£’000s
31 December
2023
£’000s
Alternative investment fund manager fee 111 182
Fees payable to the Company’s auditor for the audit of the Company’s
annual accounts 199 188
Fees payable to the Company’s auditor for other services 12 10
Company secretarial fee 82 67
Legal fees 83 61
Depositary fee 9 55
Hedging advisory 5 25
Marketing fee 79 76
Broker fee 53 53
Retainer fee 53 52
Professional fees 109 346
Other fees 287 76
1,082 1,191
Notes to the Financial Statements continued
For the year ending 31 December 2024
142 | Downing Renewables & Infrastructure Trust plc Annual Report
6. Other expenses (Continued)
Total fees payable to BDO LLP for non-audit services during the year were £11,000 (2023: £10,000).
This relates to certain agreed upon procedures in respect of the interim financial statements under
the International Standard of Related Services (ISRS) 4400 (Revised) ‘Agreed-Upon Procedures
Engagements’.
7. Taxation
Taxable income during the year was offset by expenses and the tax charge for the year ended
31 December 2024 is £Nil.
As described above, the Company is recognised as an ITC for accounting years and therefore not
liable to UK taxation. To the extent that there is insufficient group tax relief available to eliminate
taxable profits, the Company may make interest distributions to reduce taxable profits to nil.
(a) Analysis of charge in the year
Revenue
£’000
Capital
£’000
Total
£’000
Analysis of tax charge / (credit) in the year:
Current tax:
UK corporation tax on profits of the year – – –
Adjustments in respect of previous year – – –
– – –
Deferred tax:
Origination & reversal of timing differences – – –
Adjustments in respect of previous years – – –
Tax charge / (credit) on profit on ordinary activities – – –
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 143
7. Taxation (Continued)
(b) Factors affecting total tax charge for the year
The UK corporation tax rate was increased from 19% to 25% on 1 April 2023. The effective UK
corporation tax rate applicable to the Company for the year is 25%. The tax charge differs from
the charge resulting from applying the standard rate of UK corporation tax for an investment trust
company. The differences are explained below.
Revenue
£’000
Capital
£’000
Total
£’000
Profit on ordinary activities before tax 7,675 (2,702) 4,973
Profit on ordinary activities multiplied by effective rate of
corporation tax in the UK of 25% 1,919 (676) 1,243
Effect of:
Capital profits not taxable – 676 676
Excess expenses utilised – – –
Non-taxable income –
Expenses non deductible 25 – 25
Taxable loss not utilised 45 – 45
Interest distributions (1,989) – (1,989)
Timing differences – – –
Group relief – – –
Excess management expenses – – –
Total charge / (credit) for the year – – –
HM Revenue & Customs (“HMRC”) has granted approval to the Company’s status as an investment
trust, and it is the Company’s intention to continue meeting the conditions required to obtain
approval in the foreseeable future. Investment companies which have been approved by HMRC under
section 1158 of the Corporation Tax Act 2010, as amended are exempt from tax on capital gains.
As at 31 December 2024 the company had a potential deferred tax asset of £45,000 in respect
of tax losses which are available to be carried forward and offset against future taxable profits.
A deferred tax asset has not been recognised as it is considered unlikely that the company will make
suitable taxable profits in excess of the tax losses in future periods. The unrecognised deferred tax
asset has been calculated using a corporation tax rate of 25%.
Notes to the Financial Statements continued
For the year ending 31 December 2024
144 | Downing Renewables & Infrastructure Trust plc Annual Report
8. Earnings per share
For the year to 31 December 2024
Revenue
£’000
Capital
£’000
Total
£’000s
Revenue and capital profit attributable to equity holders
of the Company 7,675 (2,702) 4,973
Weighted average number of ordinary shares in issue 174,559,112 174,559,112 174,559,112
Basic and diluted earnings per share (pence) 4.4 (1.5) 2.9
For the year to 31 December 2023
Revenue
£’000
Capital
£’000
Total
£’000s
Revenue and capital profit attributable to equity
holders of the Company 7,4 88 (564) 6,924
Weighted average number of ordinary shares in issue 183,494,773 183,494,773 183,494,773
Basic and diluted earnings per share (pence) 4.1 (0.3) 3.8
Basic and diluted earnings per share are the same as there are no arrangements which could have
a dilutive effect on the Company’s ordinary shares.
9. Investments at fair value through profit and loss
Total
2024
£’000s
Total
2023
£’000s
Fair value at start of the year 212,030 196,866
Loan advanced to DORE Holdco Limited – 17, 35 6
Loan Repaid by DORE Holdco Limited (10,210) –
Unrealised loss on investments at FVTPL (2,702) (564)
Loan Interest accrued 9,888 9,872
Loan Interest repaid (9,490) (11,500)
Fair value at end of the year 199,517 212,030
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 145
9. Investments at fair value through profit and loss (Continued)
There is a loan agreement between the Company and DORE Hold Co Limited for £200,000,000
(2023: £200,000,000). At the reporting date £158,903,079 (2023: £169,113,413) had been
advanced. The rate of interest on the loan is a rate agreed between DORE Hold Co Limited and the
Company and has been set at 6% per annum. Interest accrued at the year end and outstanding at
the reporting date amounted to £494,944 (2023: £96,110). Interest is repayable at the repayment
date of 31 December 2030 unless otherwise agreed between the parties to repay earlier. As the
loans are carried at fair value, any credit risk movement would be reflected in the fair value.
The Company received interest payments of £9,516,468 (2023: £11,500,000) during the year.
Included in the fair value are cash balances at DORE Hold Co of £2.7 million (2023: £5.3 million).
The Company owns 100% of the nine shares in DORE Hold Co Limited. These shares were allotted
for a consideration of £8,000,000.
Fair value measurements
IFRS 13 “Fair Value Measurement” requires disclosure of fair value measurement by level. The level of
fair value hierarchy within the financial assets or financial liabilities ranges from level 1 to level 3 and
is determined on the basis of the lowest level input that is significant to the fair value measurement.
The fair value of the Company’s investments is ultimately determined by the underlying net present
values of the SPV (“Special Purpose Vehicle”) investments. Due to their nature, they are always
expected to be classified as level 3 as the investments are not traded and contain unobservable
inputs.
The fair value hierarchy consists of the following three levels:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
• Level 3 - Inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The following table analyses the Company’s assets at 31 December 2024:
Level 1
£’000s
Level 2
£’000s
Level 3
£’000s
Total
£’000s
Investment portfolio summary
Unquoted investments at fair value
through profit and loss – – 199,517 199,517
Total – – 199,517 199,517
Notes to the Financial Statements continued
For the year ending 31 December 2024
146 | Downing Renewables & Infrastructure Trust plc Annual Report
9. Investments at fair value through profit and loss (Continued)
Fair value measurements (Continued)
The determination of what constitutes ‘observable’ requires significant judgement by the Company.
Observable data is considered to be market data that is readily available, regularly distributed or
updated, reliable and verifiable, not proprietary, and provided by independent sources that are
actively involved in the relevant market.
The only investment held at fair value is the investment in DORE Holdco Limited, which is fair
valued at each reporting date. The investment has been classified within level 3 as the investment
is not traded and contains unobservable inputs.
As the fair value of the Company’s equity and loan investments in Hold Co is ultimately determined
by the underlying fair values of the SPV investments, the Company’s sensitivity analysis of
reasonably possible alternative input assumptions is the same as for the Group.
There have been no transfers between levels during the year.
Valuations are derived using a discounted cashflow methodology in line with IPEV Valuation
Guidelines and take into account, inter alia, the following:
i. due diligence findings where relevant;
ii. the terms of any material contracts including PPAs;
iii. asset performance;
iv. power price forecasts from leading market consultants; and
v. the economic, taxation or regulatory environment.
The DCF valuations of the Company’s investments represent the largest component of GAV and the
key sensitivities are considered to be the discount rate used in the DCF valuations and assumptions
in relation to inflation, energy yield, foreign exchange and power price.
The shareholder loan and equity investments are valued as a single class of financial asset at fair
value in accordance with IFRS 13 Fair Value Measurement.
Sensitivity
Sensitivity analysis is produced to show the impact of changes in key assumptions adopted to
arrive at the valuation. For each of the sensitivities, it is assumed that potential changes occur
independently of each other with no effect on any other base case assumption, and that the number
of investments in the portfolio remains static throughout the modelled life. Accordingly, the NAV
per share impacts shown below assume the issue of further shares to fund these commitments.
Information on climate related sensitivities can be found on pages 51 to 62.
The analysis below shows the sensitivity of the portfolio value (and its impact on NAV) to changes
in key assumptions as follows:
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 147
9. Investments at fair value through profit and loss (Continued)
Discount rate
The weighted average valuation discount rate applied to calculate the portfolio valuation is 8.0%.
An increase or decrease in this rate by 1.0% points has the following effect on valuation.
Discount rate
NAV per
share
impact
-1.0%
change
Total
portfolio
Value
+1.0%
change
NAV per
share
impact
£’000 £’000 £’000
Directors’ valuation - Dec 2024 14.02 24,022 199,517 (19,661) (11.47)
Energy yield
The table below shows the sensitivity of the portfolio valuation to a sustained decrease or increase
of energy generation by minus or plus 5% on the valuation, with all other variables held constant.
The fair value of the solar investments is based on a “P50” level of electricity generation for the
renewable energy assets, being the expected level of generation over the long term. For hydropower
assets, the expected annual average production is applied to the valuation, similar to the P50
assumption applied to solar and wind assets.
A change in the forecast energy yield assumptions by plus or minus 5% has the following effect.
Energy Yield
NAV per
share
impact
-5%
change
Total
portfolio
Value
+5%
change
NAV per
share
impact
£’000 £’000 £’000
Directors’ valuation - Dec 2024 (9.21) (15,780) 199,517 15,613 9.11
Power prices
The sensitivity considers a flat 10% movement in power prices for all years, i.e. the effect of
adjusting the forecast electricity price assumptions in each of the jurisdictions applicable to the
portfolio down by 10% and up by 10% from the base case assumptions for each year throughout
the operating life of the portfolio.
A change in the forecast electricity price assumptions by plus or minus 10% has the following
effect.
Power Prices
NAV per
share
impact
-10%
change
Total
portfolio
Value
+10%
change
NAV per
share
impact
£’000 £’000 £’000
Directors’ valuation - Dec 2024 (10.65) (18,254) 199,517 18,218 10.63
Notes to the Financial Statements continued
For the year ending 31 December 2024
148 | Downing Renewables & Infrastructure Trust plc Annual Report
9. Investments at fair value through profit and loss (Continued)
Inflation
The projects’ income streams are principally a mix of subsidies, which are amended each year with
inflation, and power prices, which the sensitivity assumes will move with inflation. The projects’
operating expenses typically move with inflation, but debt payments are fixed. This results in the
portfolio returns and valuation being positively correlated to inflation.
The sensitivity illustrates the effect of a 1.0% decrease and a 1.0% increase from the assumed
annual inflation rates in the financial model for each year throughout the operating life of
the portfolio.
Inflation
NAV per
share
impact
-1.0%
change
Total
portfolio
Value
+1.0%
change
NAV per
share
impact
£’000 £’000 £’000
Directors’ valuation - Dec 2024 (8.39) 14,380 199,517 16,583 9.68
Foreign exchange
The Company, where appropriate, seeks to manage its exposure to foreign exchange movements,
to ensure that the Sterling value of known future investment commitments is fixed. The portfolio
valuation assumes foreign exchange rates based on the relevant foreign exchange rates against
GBP at the reporting date.
A change in the foreign exchange rate by plus or minus 10% (Euro against Swedish Krona), has the
following effect on the NAV, with all other variables held constant. The effect is shown after the
effect of current level of hedging which reduces the impact of foreign exchange movements on
the Company’s NAV.
Foreign Exchange
NAV per
share
impact
-10%
change
Total
portfolio
Value
+10%
change
NAV per
share
impact
£’000 £’000 £’000
Directors’ valuation - Dec 2024 (3.08) (5,280) 199,517 10,061 5.87
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 149
10. Trade and other receivables
31 December
2024
£’000s
31 December
2023
£’000s
Prepayments 68 85
VAT – –
Debtors 348 252
416 337
11. Trade and other Payables
31 December
2024
£’000s
31 December
2023
£’000s
Accounts Payable 26 584
Accruals 740 1,349
VAT 16 150
782 2,083
Included in the accruals amount at the year end, £470,964 (2023: £1,530,183) relates to the
management fee charged by Downing LLP during the year.
12. Called up share capital
Allotted, issued and fully paid:
Number of
Shares
Opening Balance at 1 January 2024 184,622,487
Ordinary Shares issued –
Closing Balance of Ordinary Shares at 31 December 2024 184,622,487
Each ordinary share has equal rights to dividends and has equal rights to participate in a distribution
arising from a winding up of the Company.
During the year, the Company repurchased 8,859,235 shares for a cost of £7,107,421, these shares
are held in the Company’s equity account under treasury shares. Since the 31 December 2024 the
company has repurchased a further 1,076,289 shares for a cost of £0.9 million now held in treasury.
Notes to the Financial Statements continued
For the year ending 31 December 2024
150 | Downing Renewables & Infrastructure Trust plc Annual Report
13. Special distributable reserve
As indicated in the Company’s prospectus dated 12 November 2020, following admission of the
Company’s Ordinary Shares to trading on the London Stock Exchange, the Directors applied to the
Court and obtained a judgement to cancel the amount standing to the credit of the share premium
account of the Company.
As stated by the Institute of Chartered Accountants in England and Wales (“ICAEW”) and the
Institute of Chartered Accountants in Scotland (“ICAS”) in the technical release TECH 02/17BL, The
Companies (Reduction of Share Capital) Order 2008 SI 2008/1915 (“the Order”) specifies the cases
in which a reserve arising from a reduction in a company’s capital (i.e., share capital, share premium
account, capital redemption reserve or redenomination reserve) is to be treated as a realised profit as
a matter of law. The Order also disapplies the general prohibition in section 654 on the distribution
of a reserve arising from a reduction of capital. The Order provides that if a limited company having a
share capital reduces its capital and the reduction is confirmed by order of court, the reserve arising
from the reduction is treated as a realised profit unless the court orders otherwise.
At 31 December 2024 the special distributable reserve account was £99,716,489
(2023: £107,340,301).
14. Net asset value per ordinary share
The basic total net assets per ordinary share is based on the net assets attributable to equity
shareholders as at 31 December 2024 of £199,928,512 (2023: £212,061,828) and ordinary shares
of 171,387,889 (2023: 180,247,124) in issue at 31 December 2024.
There is no dilution effect and therefore no difference between the diluted total net assets per
ordinary share and the basic total net assets per ordinary share.
15. Cash and Cash equivalents
At the year end, the Company had cash of £0.8 million (2023: £1.8 million). This balance was held
by the Royal Bank of Scotland.
16. Financial Risk Management
The Company’s investment activities expose it to a variety of financial risks, including interest rate
risk, foreign exchange risk, power price risk, credit risk and liquidity risk. The Board of Directors
have overall responsibility for overseeing the management of financial risks, however the review
and management of financial risks are delegated to the AIFM and Investment Manager.
Each risk and its management are summarised below.
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 151
16. Financial Risk Management (Continued)
Foreign exchange risk
Foreign exchange risk is defined as the risk that the fair value of future cash flows will fluctuate
because of changes in foreign exchange rates. The Company monitors its foreign exchange exposures
using its near-term and long-term cash flow forecasts. Its policy is to use foreign exchange hedging
to provide protection to the level of sterling distributions that the Company aims to receive from
portfolio companies over the medium-term, where considered appropriate. This may involve the
use of forward exchange. The Company’s sensitivity to foreign exchange risk can be seen in note 9.
Interest rate risk
The Company may be exposed to changes in variable market rates of interest as this could impact
the discount rate and therefore the valuation of the projects as well as the fair value of the loan
receivables. The Company is not considered to be materially exposed to interest rate risk due to
93.2% of the debt in the portfolio being fixed out to 2032.
The Company’s interest and non-interest bearing assets and liabilities as at 31 December 2024 are
summarised below:
Assets
Interest
Bearing
£’000
Non-Interest
bearing
£’000
Total
£’000
Cash and cash equivalents – 778 778
Trade and other receivables – 416 416
Investments at fair value through profit and loss 158,903 40,614 199,517
Total assets at 31 December 2024 158,903 41,808 200,711
Total assets at 31 December 2023 169,113 45,032 214,145
Liabilities
Accrued expenses – (782) (782)
Total liabilities at 31 December 2024 – (782) (782)
Total liabilities at 31 December 2023 – (2,083) (2,083)
Notes to the Financial Statements continued
For the year ending 31 December 2024
152 | Downing Renewables & Infrastructure Trust plc Annual Report
16. Financial Risk Management (Continued)
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they
fall due. The Investment Manager, AIFM and the Board continuously monitor forecast and actual
cash flows from operating, financing, and investing activities to consider payment of dividends,
repayment of trade and other payables or funding further investing activities.
The Company ensures it maintains adequate reserves, will put in place banking facilities and will
continuously monitor forecast and actual cash flows to seek to match the maturity profiles of
financial assets and liabilities.
At the year end, the Company’s investments were in secured loan and equity investments in private
companies, in which there is no listed market and therefore such investments would take time to
realise, and there is no assurance that the valuations placed on the investments would be achieved
from any such sale process. The Company’s Hold Co is the entity through which the Company
holds its investments, the liquidity of Hold Co is reflective of the investments in which it holds.
The Company’s main subsidiary holds an RCF, which has currently been undrawn.
Assets
Less than
1 year
£’000
1-5
years
£’000
More than
5 years
£’000
Total
£’000
Investments at fair value
through profit and loss (note 9) – – 199,517 199,517
Trade and other receivables 416 – – 416
Cash and cash equivalents 778 – – 778
Liabilities
Trade and other payables (782) – – (782)
Total at 31 December 2024 41 2 1 99,517 19 9,929
Total at 31 December 2023 32 – 212,030 212,062
Credit risk
Credit risk is the risk that a counterparty of the Company will be unable or unwilling to meet a
commitment that it has entered into with the Company. It is a key part of the pre-investment due
diligence. The credit standing of the companies which the Company intends to lend or invest is
reviewed, and the risk of default estimated for each significant counterparty position. Monitoring is
on-going, and year end positions are reported to the Board on a quarterly basis.
Credit risk may also arise from cash and cash equivalents and deposits with banks and financial
institutions. The Company and its subsidiaries may mitigate their risk on cash investments by
only transacting with major international financial institutions with high credit ratings assigned by
international credit rating agencies.
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 153
16. Financial Risk Management (Continued)
Credit risk (Continued)
The carrying value of the investments and cash represent the Company’s maximum exposure
to credit risk.
The Company’s credit risk exposure as at 31 December 2024 is summarised below:
As at
31 December
2024
£’000
As at
31 December
2023
£’000
Trade and other receivables 416 337
Loan Investment 158,903 169,113
Cash and cash equivalents 778 1,778
Total 160,097 171,228
There is a loan agreement between the Company and DORE Hold Co Limited for £200,000,000
(2023: £200,000,000). DORE Hold Co Limited is wholly owned subsidiary of the Company. The
total undrawn facility is £41,096,921.
Price risk
Price risk is defined as the risk that the fair value of a financial instrument held by the Company will
fluctuate. Investments are measured at FVTPL. As at 31 December 2024, the Company held three
investments through its intermediate holding company. The value of the underlying renewable
energy investments held by Hold Co will vary according to a number of factors including discount
rate used, asset performance and forecast power prices.
Capital risk management
The capital structure of the Company at the year-end consists of equity attributable to equity
holders of the Company, comprising issued capital and reserves. The Board continues to monitor
the balance of the overall capital structure so as to maintain investor and market confidence.
The Company is not subject to any external capital requirements.
Market risk
Returns from the Company’s investments are affected by the price at which the investments are
acquired. The value of these investments will be a function of the discounted value of their expected
future cash flows, and as such will vary with, inter alia, movements in interest rates, market prices
and the competition for such assets. The Investment Manager carries out a full valuation quarterly
and this valuation exercise takes into account changes described above.
Notes to the Financial Statements continued
For the year ending 31 December 2024
154 | Downing Renewables & Infrastructure Trust plc Annual Report
17. Unconsolidated subsidiaries, associates and joint ventures
The following table shows subsidiaries of the Group. As the Company is regarded as an Investment
Entity as referred to in note 2, these subsidiaries have not been consolidated in the preparation of
the financial statements:
Investment Place of Business
Ownership Interest
as at 31 December
2024
Ownership Interest
as at 31 December
2023
DORE Hold Co Limited
1
England
2
100% 100%
DORE Sweden Hold Co Limited
3
England
2
100% 100%
Downing Transmission Pathfinder Holdco
Limited
3
England
2
100% 100%
Downing Hydro AB
23
Sweden
4
100% 100%
Downing Hydro Sweden Holdco AB
3
Sweden
4
100% 100%
Downing Grid AB
3
Sweden
4
100% 100%
Downing Wind Sweden Holdco AB
9
Sweden
4
100% 100%
Abercomyn Solar Ltd
6
England
2
100% 100%
Andover Airfield Solar Developments Ltd
5
England
2
100% 100%
Appleton Renewable Energy Ltd
5
England
2
100% 100%
Appleton Renewables Ltd
5
England
2
100% 100%
Beeston Solar Energy Ltd
6
England
2
100% 100%
Beeston Solar Ltd
6
England
2
100% 100%
Bergslagskraft AB
23
Sweden
4
100% 0%
Bourne Park Solar Ltd
7
England
2
100% 100%
Brookside Solar Ltd
6
England
2
100% 100%
Brown Argus Trading Ltd
8
England
2
100% 100%
Chalkhill Commercial PV Ltd
8
England
2
100% 100%
Chalkhill Life Holdings Ltd
3
England
2
100% 100%
Deeside Solar Farm Ltd
8
England
2
100% 100%
Downing Summit AB
23
Sweden
4
100% 100%
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 155
Investment Place of Business
Ownership Interest
as at 31 December
2024
Ownership Interest
as at 31 December
2023
Emerald Isle Solar Energy Ltd
6
Northern Ireland
2
100% 100%
Emerald Isle Solar Ltd
6
Northern Ireland
2
100% 100%
Ferðaþjónustan Húsafelli ehf.
23
Iceland
4
100% 100%
Föreningen Lagmansholms Kraftverk u.p.a
23
Sweden
4
100% 100%
Gottne Energi AB
23
Sweden
4
100% 100%
Greenacre Redbridge Ltd
6
England
2
100% 100%
Greenacre Solar Energy Ltd
10
England
2
100% 100%
Greenacre Solar Ltd
10
England
2
100% 100%
Heulwen Solar Ltd
6
England
2
100% 100%
Högforsen Kraftverk AB
23
Sweden
4
100% 100%
Hulse Energy Ltd
6
Northern Ireland
2
100% 100%
Hulse Renewable Energy Ltd
11
Northern Ireland
2
100% 100%
KPP132 Ltd
19
England
2
100% 100%
KPP141 Ltd
19
Northern Ireland
2
100% 100%
Mersey Reactive Power Limited
12
England
2
100% 100%
Moray Energy Ltd
13
Northern Ireland
2
100% 100%
Moray Power (UK) Ltd
13
Northern Ireland
2
100% 100%
Moray Power Ltd
6
Northern Ireland
2
100% 100%
Newton Solar Energy Ltd
14
England
2
100% 100%
Newton Solar Ltd
6
England
2
100% 100%
Occasum Holdings Limited
8
England
2
100% 100%
Penarth Energy Ltd
6
England
2
100% 100%
Ridgeway Solar Energy Ltd
15
England
2
100% 100%
Ridgeway Solar Ltd
6
England
2
100% 100%
17. Unconsolidated subsidiaries, associates and joint ventures (Continued)
Notes to the Financial Statements continued
For the year ending 31 December 2024
156 | Downing Renewables & Infrastructure Trust plc Annual Report
Investment Place of Business
Ownership Interest
as at 31 December
2024
Ownership Interest
as at 31 December
2023
Ringlet Trading Ltd
8
England
2
100% 100%
ROC Solar (UK) Ltd
16
Northern Ireland
2
100% 100%
ROC Solar Ltd
6
Northern Ireland
2
100% 100%
Solar Finco 1 Limited
17
England
2
100% 100%
Solar Finco 2 Limited
18
England
2
100% 100%
Solar Finco 3 Limited
23
England
2
100% 100%
TGC Solar Oakfield Ltd
15
England
2
100% 100%
Triumph Renewable Energy Ltd
19
Northern Ireland
2
100% 100%
Triumph Solar Energy Ltd
19
Northern Ireland
2
100% 100%
Triumph Solar Ltd
6
Northern Ireland
2
100% 100%
Voltaise (UK) Ltd
20
England
2
100% 100%
Voltaise Ltd
6
England
2
100% 100%
Wakehurst Renewable Energy Ltd
21
Northern Ireland
2
100% 100%
Wakehurst Renewables Ltd
6
Northern Ireland
2
100% 100%
York NIHE Ltd
22
Northern Ireland
2
100% 100%
York Renewable Energy Ltd
22
England
2
100% 100%
York Renewables Ltd
6
Northern Ireland
2
100% 100%
1 DORE Hold Co is the intermediate holding company of the Group, this is 100% owned by DORE PLC
2 The Registered office is 10 Lower Thames Street, London EC3R 6HD
3 These Companies are 100% owned by DORE Hold Co Limited
4 The registered office is c/o Cirio Advokatbyra Box 3294, 103 65 Stockholm
5 Appleton Renewable Energy Ltd is 100% owned by Appleton Renewables, Appleton Renewable Energy Ltd, in turn
owns 100% of Andover Airfield Solar Developments Ltd
6 These companies are 100% owned by Solar Finco 1 Ltd
7 Bourne Park Solar is 100% owned by Penarth Energy Ltd
8 These companies are 100% owned by Chalkhill Life Holdings Ltd
9 Emerald Isle Solar Energy Limited is 100% owned by Emerald Isle Solar Ltd
17. Unconsolidated subsidiaries, associates and joint ventures (Continued)
Notes to the Financial Statements continued
For the year ending 31 December 2024
Downing Renewables & Infrastructure Trust plc Annual Report | 157
10 Both companies are 100% owned by Greenacre Solar Ltd
11 Hulse Renewable Energy Ltd is 100% owned by Hulse Energy Ltd
12 Mersey Reactive Power is 100% owned by Downing Transmission Pathfinder Holdco Limited
13 Moray Energy Ltd and Moray Power (UK) are 100% owned by Moray Power Ltd, Moray Power (UK) Ltd owns 100%
of KPP 132 Ltd
14 Newton Solar Energy is 100% owned by Newton Solar Ltd
15 Both companies are 100% owned by Ridgeway Solar Ltd
16 ROC Solar (UK) ltd is 100% owned by ROC Solar Ltd
17 Solar Finco 1 Ltd is 100% owned by Solar Finco 2 Ltd
18 Solar Finco 2 Ltd is 100% owed by Solar Finco 3 Ltd
19 Triumph Solar Energy is 100% owned by Triumph Solar Ltd, Triumph Solar Energy Ltd in turn owns 100% of Triumph
Renewable Energy Ltd and KPP 141 Ltd.
20 Voltaise (UK) Limited is 100% owned by Voltaise Ltd.
21 Wakehurst Renewable Energy Ltd is 100% owned by Wakehurst Renewables Ltd
22 These Companies are 100% owned by York Renewables Ltd
23 These Companies are 100% owned by Downing Hydro AB
18. Employees and Directors
The Company is governed by a Board of Directors, all of whom are independent and non-executive.
During the year, they received fees for their services of £164,093 (2023: £140,000). The Company
has 4 non-executive Directors.
The Company had no employees during the year.
19. Contingencies and commitments
The Company has no commitments or contingencies. (2023: no commitments or contingencies). The
total undrawn facility on the loan between the Company and DORE Hold Co Limited is £41,096,921
(2023: £30,886,587).
20. Dividends declared
As outlined on page 8 of the Chairman’s statement, in the IPO Prospectus on 12 November 2020,
the Company was targeting an initial annualised dividend yield of 3% by reference to the IPO price
of £1.00, in respect of the financial year from IPO on 10 December 2020 to 31 December 2021
(equating to 3.0 pence per share), rising to a target annualised dividend yield of 5% by reference to
the IPO price in respect of the financial year to 31 December 2024.
17. Unconsolidated subsidiaries, associates and joint ventures (Continued)
Notes to the Financial Statements continued
For the year ending 31 December 2024
158 | Downing Renewables & Infrastructure Trust plc Annual Report
Interim dividends paid during the year ended 31 December 2024
Dividend
per share
pence
Total dividend
£’000
With respect to the quarter ended 31 December 2023 1.345 2,411
With respect to the quarter ended 31 March 2024 1.450 2,568
With respect to the quarter ended 30 June 2024 1.450 2,529
With respect to the quarter ended 30 September 2024 1.450 2,492
Interim dividends declared after 31 December 2024 and not accrued in the year
Dividend
per share
pence
Total dividend
£’000
With respect to the quarter ended 31 December 2024 1.450 2,483
On 19 February 2025, The Board declared an interim dividend of 1.45 pence per share with respect
to the period ended 31 December 2024.
The dividend is expected to be paid on or around 28 March 2025 to shareholders on the register
on 28 February 2025. The ex-dividend date is 27 February 2025.
The target dividend for the year from 1 January 2025 has been increased by 2.6% to 5.95 pence
per ordinary share.
During the year, the Board declared interim dividends in respect of the quarterly periods ending
31 March 2024, 30 June 2024, 30 September 2024 for 1.450 pence per share and 1.345 pence
per share for the quarter end 31 December 2023. As outlined in the Company’s Prospectus, the
Company has chosen to designate part of these interim dividends as an interest distribution.
The dividend for the period to 31 December 2024, was paid as 1.005 pence per share as an interest
payment and 0.340 as an ordinary dividend. The dividend paid for the period to 31 March 2024
was paid as 1.087 pence per share as an interest payment and 0.363 as an ordinary dividend. The
dividend paid for the period to 30 June 2024 was paid as 1.087 pence per share as an interest
payment and 0.363 as an ordinary dividend. The dividend paid for the period to 30 September
2024 was paid as 1.160 pence per share as an interest payment and 0.290 as an ordinary dividend.
Shareholders in receipt of such a dividend will be treated for UK tax purposes as though they have
received a payment of interest in respect of the interest distribution element of this dividend. This
will result in a reduction in the corporation tax payable by the Company.
21. Events after the balance sheet date
Dividends
On 19 February 2025, The Board declared an interim dividend of 1.45 pence per share with respect
to the period ended 31 December 2024.
Notes to the Financial Statements continued
For the year ending 31 December 2024
20. Dividends declared (Continued)
Downing Renewables & Infrastructure Trust plc Annual Report | 159
The dividend is expected to be paid on or around 28 March 2025 to shareholders on the register
on 28 February 2025. The ex-dividend date is 27 February 2025.
The target dividend for the year from 1 January 2024 has been increased by 2.6% to 5.95 pence
per ordinary share.
22. Related party transactions
The amounts incurred in respect of the Investment Management fees during the year to 31 December
2024 was £1,968,839. Of this amount, £473,197 were unpaid at 31 December 2024.
The amounts paid in respect of Directors fees during the year to 31 December 2024 was £164,093.
The amounts paid to individual directors during the year were as follows:
Hugh W M Little (Chair) - £56,250.
Jo Holt - £41,000.
Ashley Paxton - £46,000.
Astrid Skarheim Onsum - £19,494.62.
Due to the Company being an externally managed investment company, there are no other fees
due to key management personnel.
The Company completed the sale of its entire interest in Gabrielsberget wind farm in Sweden
(“Gabrielsberget”) to Angel Wind, a subsidiary of Bagnall Energy, another fund managed by the
Investment Manager.
Intercompany Loans
During the year interest totalling £9.89 (2023: £9.87) million was charged on the Company’s
long-term interest-bearing loan between the Company and its subsidiary. At the year end, £494,944
(2023: £96,110) remained unpaid.
The loan to DORE Hold Co Limited is unsecured. As at the balance sheet date, the loan balance
stood at £158.9 (2023: £169.1) million.
Transactions with the Investment Manager
During the year, £1,957,732 (2023: £1,359,160) of fees were earned by INFRAM LLP, a subsidiary
of Downing Group LLP for the asset management services relating to DORE’s underlying spv
portfolio.
Notes to the Financial Statements continued
For the year ending 31 December 2024
21. Events after the balance sheet date (Continued)
160 | Downing Renewables & Infrastructure Trust plc Annual Report
Other
Information
160 | Downing Renewables & Infrastructure Trust plc Annual Report
Downing Renewables & Infrastructure Trust plc Annual Report | 161
In reporting financial information, the Company presents alternative performance measures,
(“APMs”), which are not defined or specified under the requirements of IFRS. The Company believes
that these APMs, which are not considered to be a substitute for or superior to IFRS measures,
provide stakeholders with additional helpful information on the performance of the Company.
The APMs presented in this report are shown below:
Gross Asset Value or GAV
A measure of total asset value including debt held in unconsolidated subsidiaries.
As at 31 December 2024 Page
As at
31 December
2024
£'000
As at
31 December
2023
£'000
NAV a 130 199,926 212,062
Debt held in unconsolidated subsidiaries b n/a 119,106 140,148
Gross Asset Value a + b 319,032 352,210
Leverage B / (a + b) 37.3% 39.8%
NAV Total Return
A measure of NAV performance over the reporting year (including dividends paid). NAV total return
is shown as a percentage change from the start of the year. It assumes that dividends paid to
shareholders are reinvested at NAV at the time the shares are quoted ex-dividend.
Year Ended 31 December 2024 Page
As at
31 December
2024
£'000
As at
31 December
2023
£'000
NAV at 1 January 2024 pence a 130 117.7 118.6
NAV at 31 December 2024 pence b 130 116.7 117.7
Reinvestment assumption pence c n/a (0.2) 0.0
Dividends paid pence d 5 5.695 5.285
Total NAV Return ((b + c + d) / a) -1 3.8% 3.5%
Alternative Performance Measures (Unaudited)
162 | Downing Renewables & Infrastructure Trust plc Annual Report
Total Shareholder Return
A measure of share price performance over the reporting year (including dividends reinvested).
Share price total return is shown as a percentage change from the start of the year. It assumes
that dividends paid to shareholders are reinvested in the shares at the time the shares are quoted
ex-dividend.
Year Ended 31 December 2024 Page
As at
31 December
2024
£'000
As at
31 December
2023
£'000
Opening price at 1 January 2023 pence a n/a 88.0 113.50
Closing price at 31 December
2023 pence b 5 77.0 90.0
Benefits of reinvesting dividends pence c n/a -0.77 -0.27
Dividends paid pence d 5 5.695 5.285
Total Return ((b+c+d)/a)-1 -6.8% -16.3%
Ongoing Charges
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs
of running the Company per Ordinary Share. This has been calculated and disclosed in accordance
with the AIC methodology.
Year Ended 31 December 2024 Page
Year Ended
31 December
2024
£'000
Year Ended
31 December
2023
£'000
Average NAV a n/a 205,600 214,967
Annualised Expenses b n/a 3,213 3,384
Ongoing charges ratio b / a
1.5% 1.6%
Alternative Performance Measures (Unaudited) continued
Downing Renewables & Infrastructure Trust plc Annual Report | 163
Dividend yield
This is the annualised measure of the amount of cash dividends paid out to shareholders relative to
the IPO price of £1.00 per share and the issue price.
Year Ended 31 December 2024 Page
Year Ended
31 December
2024
£'000
Year Ended
31 December
2023
£'000
Dividend from IPO to
31 December 2024 pence a n/a 18.230 12.535
Ordinary Share price as at
31 December 2024 pence b 5 77. 0 90.0
Issue price at IPO pence c n/a 100.00 100.00
Annualisation factor d n/a 0.29 0.4
Dividend yield by reference to
share price (a/b * d) 6.8% 5.6%
Dividend yield by reference to
Issue Price (a/c * d) 5.2% 5.0%
Dividend Cover
Dividend cover illustrates the number of times the Company’s cash flow can cover it dividend
payments to Shareholders.
Year Ended 31 December 2024 Page
Year Ended
31 December
2024
£'000
Year Ended
31 December
2023
£'000
Cash flows (from portfolio companies) n/a 17, 6 82 15,283
Cash expenses (Company and Hold Co) n/a (4,949) (3,591)
Debt amortisation n/a 6,751 5,592
Dividends paid in 2024 n/a 10,008 9,696
Dividend Cover 1.20 1.21
Dividend Cover pre debt amortisation 1.88 1.78
Alternative Performance Measures (Unaudited) continued
164 | Downing Renewables & Infrastructure Trust plc Annual Report
Alternative Performance Measures (Unaudited) continued
Weighted Average Cost of Debt
As at 31 December 2024 Debt Type Principal Interest Rate
Weighted
Interest Rate
Aviva Solar – amortising £64,716,327 0.81% 0.5%
Vantage Infrastructure Solar – amortising £9,592,339 1.54% 0.1%
SEB Hydro – bullet €54,200,000 3.25% 1.2%
Weighted Average Cost of Debt 1.8%
As at 31 December 2023 Debt Type Principal Interest Rate
Weighted
Interest Rate
Aviva Solar – amortising £68,284,827 0.81% 0.4%
Vantage Infrastructure Solar – amortising £10,471,065 1.54% 0.1%
SEB Hydro – bullet €49,410,90 0 3.34% 1.1%
Santander RCF £18,600,000 7.4 4% 0.9%
Weighted Average Cost of Debt 2.5%
Downing Renewables & Infrastructure Trust plc Annual Report | 165
SFDR Periodic Disclosure Template (Unaudited)
As a Financial Market Participant with products labelled as Article 9 under the EU’s Sustainable
Finance Disclosure Regulation, the Company is required to make a statement on principal adverse
sustainability impacts. These are included alongside other indicators in the table on pages 62 and 63.
SFDR indicators not included in the table on pages 62 and 63 as not relevant to infrastructure
investment (i.e. more applicable to listed investments) are:
• Exposure to companies active in the fossil fuel sector
• Exposure to energy-inefficient real estate assets
• Violations of UN Global Compact principles and Organisation for Economic Cooperation and
Development (OECD) Guidelines for Multinational Enterprises
• Emissions to water
• Exposure to controversial weapons
Under Annex V, a template periodic report for financial products referred to in Article 9(1), (2)
and (3) of Regulation (EU) 2019/2088 is required. This follows for DORE.
To what extent was the sustainable investment objective of this financial product met?
Did this financial product have a sustainable investment objective?
[tick and fill in as relevant, the percentage figure represents the sustainable investments]
6
Yes
No
It made sustainable investments with an environmental
objective: %
in economic activities that qualify as environmentally
sustainable under the 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
100
x
166 | Downing Renewables & Infrastructure Trust plc Annual Report
SFDR Periodic Disclosure Template (Unaudited) continued
The Company is an impact fund, falling under Article 9 of the European Union’s Sustainable Finance
Disclosure Regulation, with a core sustainable investment objective to contribute to the transition
to net zero through its investments. This includes compiling and operating a diversified portfolio
of renewable energy and infrastructure assets to help facilitate the transition to a more sustainable
future. This directly contributes to climate change mitigation.
This objective above has been met by investments in renewable energy.
How did the sustainability indicators perform?
The performance of sustainability indicators can be found on page 68 in the section on sustainability
indictors.
...and compared to previous periods?
For this reporting period, the number of renewable power assets, capacity and renewable energy
generated were lower in 2024 compared to 2023, due to the sale of the Wind asset, Gabrielsberget,
at 4,860 assets, 202.9 MWh and 395 GWh respectively. This means 25,000 less tonnes of CO2
equivalent have been avoided in this period as a contribution to the sustainable investment
objective. The acreage of land managed has increased to 1074, which as we discuss above, means
more carbon sequestration capability through its tress and soil. Reporting on habitats has also
evolved with metrics commencing in this period. Social indicators show a slight reduction due to
the disposal, with decreases in operations and maintenance jobs (from 28 to 22) and health and
safety audits (from 35 to 32).
How did the sustainable investments not cause significant harm to any sustainable investment objective?
The pre-investment scorecard and process (see next section) captures risk of significant harm
through either a low overall score, or through a low score to individual questions. The RI team
independently review and provide an opinion, up to recording any risk and plans to mitigate.
In the period, no deals were rejected based on causing harm to a sustainability objective. Instead,
investments in renewable energy contributed to the objective of reducing or avoiding greenhouse
emissions, and therefore to climate change mitigation.
How did this financial product consider principal adverse impacts on sustainability factors?
Pre-investment research uses a proprietary scorecard based on multiple sustainability factors and
assesses risks or other potential indicators for adverse sustainability impacts. The EU Taxonomy
and the Do No Significant Harm criteria are also referenced within the scorecard and process. The
objective is to identify any risks and provide a foundation for future monitoring and engagement.
As investors in infrastructure, data availability and likelihood of occurrence for breaches of the
OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and
Human Rights is different to other asset classes like listed equity. Our approach is to monitor
via quarterly declarations in the Operations & Maintenance providers’ KPI forms and to assume
providers have correctly reported with no violations unless notified. For human rights in solar
(supply chains) specifically, we have developed an ESG screen that assesses and scores the risk at
counterparties with whom we contract for procurement (eg, panels, inverters etc.). This looks at
country risk, analysis by the Downing Responsible Investment team and results from data providers
on controversies or commitments made. Any adverse impacts – defined as a low score – will inform
procurement decisions and possible engagement with the counterparty.
Downing Renewables & Infrastructure Trust plc Annual Report | 167
2. What were the top investments of this financial product?
During the reference period, which is full year 2023, the top three largest investments by installed
capacity were the Gabrielsberget Syd Vind AB wind farm in Sweden (46 MW), the Summit hydro
plant also in Sweden (14 MW) and a residential solar portfolio in N. Ireland (13.1 MW).
The Portfolio Summary section has full investments of this financial product, including infrastructure
sub-sector and location.
3. What was the proportion of sustainability-related investments?
What was the asset allocation?
100% to renewable power, based on this flow described in the guidance for Annex V:
Investment → #1 Sustainable (environmental objectives) → Environmental → Taxonomy-aligned
Note we have legacy assets transferred in from other entities that have not been assessed through
the research and scorecard process described in part 1 above. However given the sector of these
assets, they are assumed to meet the technical screening criteria for sustainability under the
Taxonomy: wind, solar and hydro (using the run of river qualification).
In which economic sectors were the investments made?
Following the EU Taxonomy Compass: Sector is Energy, Activity is Electricity generation from
hydropower, Electricity generation from wind power, Electricity generation using solar photovoltaic
technology and Transmission and distribution of electricity.
What was the share of sustainable investments with an environmental objective that were not aligned
with the EU Taxonomy?
0%
What was the share of socially sustainable investments?
0%
What investments were included under “not sustainable”, what was their purpose and were there any
minimum environmental or social safeguards?
None.
SFDR Periodic Disclosure Template (Unaudited) continued
168 | Downing Renewables & Infrastructure Trust plc Annual Report
SFDR Periodic Disclosure Template (Unaudited) continued
4. What actions were taken to attain the sustainable investment objective during the
reference period?
The objective, in line with DORE’s prospectus, was attained by the generation of renewable power
as a natural contributor to climate change mitigation by reducing the emissions from burning fossil
fuels to generate power. Three actions in particular were taken.
Robust integration of material sustainability factors, risks and potentially adverse impacts to
investment committee discussions and decisions.
Active ownership and monitoring these sustainability impacts post-investment.
A dynamic, internal ESG dashboard for KPIs – including Scopes 1-3, plus avoided, greenhouse gas
emissions – is used to report performance of sustainability indicators during the reference period.
During the period, DORE’s Nordic hydropower assets participated for the first time in the GRESB
Infrastructure Asset Assessment. This provided independent insights into how the sustainable
investment objective is being met, including capacity, generation and reporting of clean energy as
part of a net zero transition.
Downing Renewables & Infrastructure Trust plc Annual Report | 169
GRI Standards
We recognise the Global Reporting Initiative as a global standard sustainability reporting. Relevant
indicators in this report are shown below.
Statement of use
The Company has reported the information cited in this GRI content index for the period January
1
st
2024 to December 31
st
2024 with reference to the GRI Standards.
GRI 1 used, GRI 1: Foundation 2021
GRI STANDARD DISCLOSURE LOCATION
GRI 2: General
Disclosures 2021
2-1 Organizational details Legal name & Ownership: Downing
Renewables & Infrastructure Trust PLC
(“DORE” or the “Company”) Location
of headquarters: London Counties of
operation: UK, Sweden
2-3 Reporting period, frequency and
contact point
January 1
st
2024 to December 31
st
2024.
Annual reporting. Contact: Roger Lewis,
Head of Sustainability and Responsible
Investment
2-4 Restatements of information None
2-5 External assurance None
2-23 Policy commitments This report: Chairman’s Statement
2-28 Membership associations This report: Downing’s approach to
sustainability
GRI 302: Energy 2016 302-1 Energy consumption within the
organization
This report: Key Performance Indicators
302-3 Energy intensity This report: Key Performance Indicators
GRI 304: Biodiversity 2016 304-1 Operational sites owned, leased,
managed in, or adjacent to, protected areas
and areas of high biodiversity value outside
protected areas
This report: Key Performance Indicators
304-2 Significant impacts of activities,
products and services on biodiversity
This report: Key Performance Indicators
304-3 Habitats protected or restored This report: Key Performance Indicators
GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions This report: Key Performance Indicators
305-2 Energy indirect (Scope 2) GHG
emissions
This report: Key Performance Indicators
305-3 Other indirect (Scope 3) GHG emissions This report: Key Performance Indicators
305-4 GHG emissions intensity This report: Key Performance Indicators
305-5 Reduction of GHG emissions This report: Key Performance Indicators
GRI 407: Freedom of
Association and Collective
Bargaining 2016
407-1 Operations and suppliers in which the
right to freedom of association and collective
bargaining may be at risk
This report: Key Performance Indicators
GRI 408: Child Labor 2016 408-1 Operations and suppliers at significant
risk for incidents of child labor
This report: Key Performance Indicators
GRI 409: Forced or
Compulsory Labor 2016
409-1 Operations and suppliers at significant
risk for incidents of forced or compulsory labor
This report: Key Performance Indicators
170 | Downing Renewables & Infrastructure Trust plc Annual Report
2015 Paris
Agreement
an agreement within the United Nations Framework Convention on Climate
Change, dealing with greenhouse-gas-emissions mitigation, adaption, and
finance, signed in 2016
AIC Association of Investment Companies
Asset Manager INFRAM LLP a company operated by Downing LLP. Downing LLP is the
controlling member.
CCGT Combined Cycle Gas Turbines
Corporate PPA a PPA with a corporate end-user of electricity rather than with an electricity
utility
CO2 Carbon dioxide
CO2e Carbon dioxide equivalent
COP26 The 2021 United Nations Climate Change Conference
DHAB Downing Hydro AB
Distribution network low voltage electricity network that carries electricity locally from the
substation to the end-user
ESG environmental, social and governance
FiT feed-in tariff
GAV Gross asset value – the aggregate value of the Group’s underlying
investments, cash and cash equivalents, and third-party borrowings.
GBP Pounds Sterling
GHG Greenhouse Gas
GRESB GRESB is an organization that provides ESG assessments and sustainability
benchmarks for commercial real estate and infrastructure.
Group the Company and its subsidiaries
GW Gigawatt
GWh Gigawatt hours
Investment Manager Downing LLP (Company No: OC341575)
IPO Initial Public Offering
KPI key performance indicator
MW Megawatt
MWh Megawatt hour
MWp Megawatt peak
NAV Net asset value
NAV Total Return A measure of NAV performance over the reporting year (including
dividends paid).
NIROC/s Northern Ireland ROC/s
O&M operations and maintenance
Ofgem the Office of Gas and Electricity Markets
Offtaker a purchaser of electricity and/or ROCs under a PPA
Other Infrastructure Means other infrastructure assets and investments in businesses whose
principal revenues are not derived from the generation and sale of electricity
on the wholesale electricity markets
Glossary
Downing Renewables & Infrastructure Trust plc Annual Report | 171
PPA a power purchase agreement
PPS Pence per share
RCF Revolving credit facility
Renewable Energy
Directive
EU Renewable Energy Directive (2009/28/EC)
RO Renewables Obligation
ROC/s renewables obligation certificate/s
SE2 South Sweden
SE3 North Sweden
SEB Skandinaviska Enskilda Banken AB
SEK Swedish Kroner
SEM Single Electricity Market
SFDR Sustainable Finance Disclosure Regulation
Solar PV photovoltaic solar
SORP Statement of recommended practise
SPV Special purpose vehicle
Sustainable
Development Goals
Set out in the 2030 Agenda for Sustainable Development, adopted by all
United Nations Member States in 2015
Total Shareholder
Return
A measure of share price performance over the reporting year (including
dividends reinvested).
Transmission
network
high voltage power lines that transport electricity across large distances
at volume, from large power stations to the substations upon which the
distribution networks connect
Transmission
System Operator
Svenska kraftnät is the authority responsible for ensuring that Sweden’s
transmission system operates effectively.
Glossary continued
172 | Downing Renewables & Infrastructure Trust plc Annual Report
The Review Section of this report has been prepared solely to provide additional information to
shareholders to assess the Company’s strategies and the potential for those strategies to succeed.
These should not be relied on by any other party or for any other purpose.
The Review Section may include statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements can be identified using forward-looking terminology,
including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should”
or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements include all matters that are not historical facts. They appear in
a number of places throughout this document and include statements regarding the intentions,
beliefs or current expectations of the Directors and the Investment Manager concerning, amongst
other things, the Investment Objectives and Investment Policy, financing strategies, investment
performance, results of operations, financial condition, liquidity, prospects, and distribution policy
of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future. Forward-
looking statements are not guarantees of future performance. The Company’s actual investment
performance, results of operations, financial condition, liquidity, distribution policy and the
development of its financing strategies may differ materially from the impression created by the
forward-looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager
expressly disclaim any obligations to update or revise any forward-looking statement contained
herein to reflect any change in expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based. In addition, the Review Section may include
target figures for future financial year. Any such figures are targets only and are not forecasts.
This Annual Report has been prepared for the Company as a whole and therefore gives greater
emphasis to those matters which are significant in respect of Downing Renewables & Infrastructure
Trust PLC and its subsidiary undertakings when viewed as a whole.
Cautionary Statement
Downing Renewables & Infrastructure Trust plc Annual Report | 173
Company Information
Directors
(all non-executive)
Hugh W M Little (Chair)
Joanna Holt
Ashley Paxton
Astrid Skarheim Onsum
Registered Office Central Square
29 Wellington Street
Leeds
LS1 4DL
AIFM
JTC Global AIFM Solutions
Limited
Ground Floor
Dorey Court
Admiral Park
St Peter Port
Guernsey
GY1 2HT
Fund Administrator JTC (UK) Limited
The Scalpel
18
th
Floor
52 Lime Street
London
EC3M 7AF
Investment
Manager
Downing LLP
3
rd
Floor
10 Lower Thames Street
London
EC3R 6AF
Joint Brokers Singer Capital Markets LLP
1 Bartholomew Lane
London
EC2N 2AX
Winterflood Securities
Limited
The Atrium Building
Cannon Bridge House
25 Dowgate Hill
London
EC4R 2GA
Sponsor Singer Capital Markets
Advisory
1 Bartholomew Lane
London
EC2N 2AX
Company Secretary MUFG Corporate Governance
Central Square
29 Wellington Street
Leeds
Ls1 4DL
Solicitors to the
Company
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Registrar MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Auditor BDO LLP
55 Baker Street
London
W1U 7EU
174 | Downing Renewables & Infrastructure Trust plc Annual Report
Shareholder Information
Key Dates
March 2025 Annual results announced
Payment of fourth interim dividend
June 2025 Annual General Meeting
June 2025 Company’s half-year end
Payment of first interim dividend
September 2025 Interim result announced
Payment of second interim dividend
December 2025 Company’s year end
Payment of third interim dividend
* These dates are provisional and subject to change.
Frequency of NAV Publication
The Company’s NAV is released to the London Stock Exchange on a quarterly basis and is published
on the Company’s website.
Share Register Enquiries
The register for the Company’s shares is maintained by MUFG Corporate Markets. If you have
any queries in relation to your shareholding, please contact the Registrar on 0371 664 0300 or
on +44 (0)371 664 0300, UK Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable international rate.
Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and
Wales. You can also contact the Registrar by email at shareholderenquiries@cm.mpms.mufg.com
or by sending a letter to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds
LS1 4DL.
Sources of Further Information
Copies of the Company’s Annual and Interim Reports, stock exchange announcements and further
information on the Company can be obtained from the Company’s website www.doretrust.com.
Contacting the Company
Shareholder queries are welcomed by the Company. While any queries regarding your shareholding
should be raised with the Registrar, shareholders who wish to raise any other matters with the
Company may do so by emailing the Company Secretary at dorecosec@cm.mpms.mufg.com.
Downing Renewables & Infrastructure Trust plc Annual Report | 175
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Downing Renewables & Infrastructure Trust PLC Annual Report for the year to 31 December 2024