Final Results Announcement

Greencoat UK Wind PLC

26 February 2026

 

LEI: 213800ZPBBK8H51RX165

26 February 2026

GREENCOAT UK WIND PLC 

(the "Company")

Greencoat UK Wind PLC reports results for the year ended 31 December 2025

Greencoat UK Wind PLC today announces the final results for the year to 31 December 2025 as below.

These results were approved by the Board of Directors on 25 February 2026.

Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, invested in UK wind farms. The Company's aim is to provide investors with an annual dividend that increases in line with CPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cashflow.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions.

2025 Highlights

Performance

·      Net cash generation (Group and wind farm SPVs) was £291 million.

·      The Group's investments generated 5,403GWh of renewable electricity.

Capital allocation

·      A 12^th consecutive year of dividend increases in line with or ahead of RPI. Clear dividend policy to target an annual dividend that increases in line with CPI going forward, following change to Renewable Obligations framework.

·      Divestments of £181 million, all at the prevailing NAV, taking total disposal proceeds to £222 million in the previous 14 months.

·      Share buybacks of £109 million, at an average discount to NAV of 23 per cent, taking the total spent on share buybacks to £199 million since October 2023.

Balance sheet

·      A reduction in debt principal of £168 million.

·      Asset optimisation initiatives that have added £5 million to NAV, taking the cumulative total to £148 million since 2016.

Key Metrics

	As at 31 December 2025	As at 31 December 2024
Market capitalisation	£2,118.8 million	£2,878.5 million
Share price	98.1 pence	127.7 pence
Dividends with respect to the year	£226.8 million	£226.8 million
Dividends with respect to the year per share	10.35 pence	10 pence
GAV	£5,008.5 million	£5,652.7 million
NAV	£2,882.4 million	£3,409.1 million
NAV per share	133.5 pence	151.2 pence
TSR	(15.7) per cent	(8.6) per cent
CO2 emissions reduced per annum	2.2 million tonnes	2.2 million tonnes
Homes powered per annum	2.0 million homes	2.0 million homes
Funds invested in community projects in the year	£6.7 million	£5.7 million

Commenting on today's results, Lucinda Riches, Chairman of Greencoat UK Wind, said:

"The Board and the Investment Manager recognise that this has been a further challenging year for investors and have been working tirelessly to protect and build shareholder value. Net cash generation remained robust at £291 million. Material progress has been made on capital allocation in 2025, having delivered a 12^th consecutive year of dividend increases with or ahead of inflation, significant divestments at prevailing NAVs, a sector-leading share buyback programme and a material reduction in debt principal.

We recognise the need to continue to take further action to rebuild shareholder value and we have clear priorities for capital allocation during 2026 which include further divestments, reducing gearing, continuing share buybacks and a disciplined return to reinvestment.  Beyond that, our structurally high dividend cover model is expected to deliver around £1 billion of excess cashflow over the next five years which, when supported by further strategic disposals, provides significant optionality to enhance value for shareholders. The Board and the Investment Manager remain fully aligned with shareholders and committed to making the right decisions to deliver long term value for all shareholders."

Annual report

A copy of the annual report has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The annual report will also shortly be available on the Company's website at www.greencoat-ukwind.com where further information on the Company can also be found.

Details of the conference call for analysts and investors:

There will be a conference call at 9.00am today for analysts and investors. To register for the event please notify Headland, either by email to [e-mail] or by telephone on [phone].

Presentation materials will be posted on the Company's website, www.greencoat-ukwind.com, from 9.00am.

For further information, please contact:

Greencoat UK Wind PLC  020 7832 9495

John Musk

Matt Ridley

Stephen Packwood

Headland Consultancy  020 3805 4822

Stephen Malthouse

Charlie Twigg

 

 

 

About Greencoat UK Wind

Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, invested in UK wind farms. The Company was designed for investors, from first principles, to be simple, transparent and low risk. Its aim is to provide investors with an annual dividend that increases in line with CPI inflation while preserving its long term value by reinvesting surplus cash flow. The Company has to date paid £1.4 billion in dividends to its shareholders and reinvested £1 billion of excess free cash flow into new assets.

The Company enables investors to own a direct stake in UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions. It was the first to do, having created the sector with its IPO in 2013.

Chairman's Statement

"UKW has made meaningful progress on capital allocation, despite persistent market headwinds, and the Board and Investment Manager remain fully committed to making the right decisions for shareholders to maximise long term value"

Lucinda Riches C.B.E.

Chairman

2025 was a challenging year. Electricity generation was 8.5% below budget, owing to lower wind speeds principally in the first half of the year, and a fall in near term power prices.

Against these difficult headwinds, the Company continued to deliver robust financial and operational performance, with net cash generation of £291 million covering the 2025 annual dividend by 1.3x.

Throughout 2025, the Board and Investment Manager have remained focussed on taking action to improve the Company's position. In 2025 the Company delivered:

·    A 12th consecutive year of dividend increases in line with or ahead of RPI;

·    Divestments of £181 million, all at the prevailing NAV, taking total disposal proceeds to £222 million in the previous 14 months;

·    Share buybacks of £109 million, at an average discount to NAV of 23 per cent, taking the total spent on share buybacks to £199 million adding 2.1 pence to NAV per share;

·    A reduction in debt principal of £168 million; and

·    Asset optimisation initiatives that have added £5 million to NAV, taking the cumulative total to £148 million since 2016.

Despite these efforts, wider economic and regulatory factors, along with falling NAVs across the sector, have weighed on investor sentiment, and the Company's share price ended the year at a wide discount to NAV. The Board and Investment Manager recognise the need to continue to take further action to protect and build shareholder value.

Market Backdrop

Wind continues to be the most widely deployed renewable energy technology in the UK, generating 29.7 per cent of the UK's electricity in 2025. January 2026 saw the outcome of Allocation Round 7 ("AR7") for offshore wind, which offers 20-year CPI linked CFDs to offshore wind farm developments. Over 8GW of fixed bottom offshore wind projects were awarded a contract, at strike prices of between £89.50 and 91.20/MWh. This represents approximately 50 per cent of the offshore capacity procured under all previous allocation rounds and is a clear step towards fulfilment of the Government's 2030 target. In February 2026, the outcome of Allocation Round 7 for onshore wind was announced with 1.3GW of capacity awarded at a clearing price of £72.24/MWh. We estimate that to construct these projects, approximately £40 billion of capital will be required.

This comes against a backdrop of increasing demand for electricity and a focus on energy security. The continuing decarbonisation of heat and transport, as well as recently announced investments in UK hosted data centres, are expected to lead to the requirement for at least 44TWh of new generation in the next 5 years. This represents approximately 15 per cent of the UK's current annual electrical demand. Crucially, this demand is unlikely to be met through conventional generation, given that net production from nuclear and gas is expected to decline over the next decade as plants retire. Without policy support, new gas plants are unlikely to be economically viable given the prices achievable through renewable energy generation.

The Company therefore sees a significant opportunity to invest in wind farms. Many opportunities can be expected to derive from secondary sales, some of which will be required for existing developers and utilities to realise capital to build new projects, as well as opportunities from new construction projects themselves.

Despite the favourable outlook for wind assets, NAV returns across the renewable energy investment trust sector, including the Company, have suffered against the headwinds of lower power prices, under-budget generation and regulatory intervention. Whilst interest rates have started to fall, longer term gilt rates remain static. There remains a demand/supply imbalance in the sector, exacerbated by continued outflows from the UK stock market.

The Board believes that the Company is well positioned in the sector to navigate the current challenges with its advantages of scale and robust cash generation.

Capital Allocation

The Board will remain focussed on active portfolio management, including asset rotation, and the prudent allocation of capital. In the short term, share buybacks can be an effective use of capital when buying the Company's shares offers a higher return than reinvesting or repaying debt. However, over the longer term, share buybacks must be carefully weighed against the Board's priority of further strengthening the future cash flows that sustain the Company's dividend policy. We must also be mindful of the Group's balance sheet noting that, all else being equal, share buybacks increase gearing levels.

The Board must also consider the future composition and balance of the Company's portfolio. Over the next 7 years, 59 per cent (on average) of the Group's revenues are fixed and carry explicit CPI linkage. This ratio will begin to decline as the Company's existing wind farms move towards the end of their respective subsidy periods. The Company's aim remains to maintain a balance of fixed and merchant cashflows to support its dividend policy, return profile and capital structure.

The Company has historically managed the age and revenue profile of its assets by reinvesting c.£1 billion of excess free cash flow into new assets.

The Board will remain focussed on active portfolio management, including asset rotation, and the prudent allocation of capital. Reinvestment has always been essential to support the Company's return targets and dividend policy, and this remains the case today. In addition, the current dislocation in the market may create inorganic opportunities to add to the portfolio.

In assessing investment opportunities, whether organic or inorganic, the Board will remain disciplined with a clear focus on long term shareholder value and serving the best interests of its shareholders.

The Board will pursue the following capital allocation priorities in 2026:

·    Further divestments, building on the £222 million of disposals to date;

·    A reduction in gearing, with the aim of reducing gearing below 40 per cent;

·    • Continuation of its share buyback programme; and

·    • A disciplined return to reinvestment, with an immediate strategy of generating low cost optionality across the portfolio. This may also include appraisal of any additional opportunities that arise as a result of dislocation in the market and which could offer enhanced value to shareholders.

Performance

Portfolio electricity generation performance for the year was 5,403GWh, 8.5 per cent below budget owing to low wind, notably in the first half. Despite lower than budget generation, net cash generated by the Group and wind farm SPVs was £291 million.

Declared dividends for the year total 10.35 pence per share or £227 million in aggregate, with the fourth and final quarterly dividend of 2.59 pence per share to be paid on 27 February 2026. Underlying dividend cover was 1.3x.

With the final dividend of the year, our investors will have received £1,471 million of dividends since listing - rising by RPI or more for 12 consecutive years - and c.£1 billion of excess cashflow has been reinvested in the business. Since IPO, the Company's strong return profile and capital structure have delivered aggregate dividend cover of 1.7x underpinned by strong cashflow generation and a balanced portfolio revenue profile.

In 2025, the Company's NAV decreased by 17.8 pence per share to 133.5 pence, with the most significant reduction resulting from lower power price forecasts driven principally by falling gas prices over the year. As a result of the decrease in the Company's NAV, and the widening discount to NAV, the shareholder return for the year was -4.9 per cent.

Dividend Policy

Following the outcome of the Renewable Obligation (RO) Indexation Consultation, which changed the indexation basis for the RO scheme, the Company has reviewed its dividend policy.

The principal instrument from which the Company derived explicit RPI cashflow linkage was the RO scheme, which will now be indexed to CPI. The Company's CFD investments also have explicit CPI linkage. The Board therefore determined that its dividend policy will now be to aim to provide shareholders with an annual dividend that increases in line with CPI inflation and, accordingly, the Company will target a dividend of 10.70 pence per share for 2026, a 3.4 per cent increase in line with December 2025's CPI, which continues to be underpinned by our strong cashflow generation.

Health and Safety and the Environment

As a responsible investor in operating wind farms, the Company takes its health and safety responsibilities very seriously. We work with our Investment Manager, which in turn works with the Company's stakeholders, to promote the highest standard of health, safety, and environmental management practices in managing our portfolio of investments. During 2025, the Company has refined its key performance indicators and has conducted audits across the portfolio of operating wind farms. The results of audits are reviewed by the Board and used to inform any necessary actions. We continue to engage with the operators of our wind farm investments to seek improvements where possible.

To further emphasise the importance of health and safely across our portfolio, the Board established an Asset Operations Committee in February 2026 to provide strong governance over asset performance, with a focus on health and safety performance and reporting.

Climate Change and Sustainability

As a company investing in wind farms, our strategy and activities naturally make a positive contribution towards the worldwide goal of achieving a net zero carbon emissions economy and limiting global warming to 1.5°C. The Company also considers the recommendations of the Taskforce for Climate-related Financial Disclosures ("TCFD").

The Company is an Article 9 fund under the EU Sustainable Financial Disclosure Regulation ("SFDR"). The Company's Investment Policy supports the environmental objective of climate change mitigation that helps to facilitate the transition to a low carbon economy. The Company will continue to provide periodic reporting as required under Article 9 of the SFDR in its Annual Report.

The Board, Governance and Executive Management

Strong governance is a crucial feature of a well-run company. The Board remains committed to acting in shareholders' best interests.

The Company conducted its 3-year evaluation of the Board's effectiveness using an external specialist consultant. No material issues were revealed, and a number of constructive minor recommendations have been adopted to further enhance the Board's effectiveness.

This year also saw the full transition of the key personnel at the Investment Manager involved in managing the Company. The Board is very pleased with how the transition was managed and has developed a strong and productive relationship with Matt and Stephen. The Board also values the support available to the Company more broadly from the Investment Manager.

In 2025, the Investment Management fees were changed from being based on NAV to the lower of NAV and market capitalisation resulting in a material saving for the Company. The Board and the Investment Manager continue to work together to explore all possible incremental actions to protect and build shareholder value.

Annual General Meeting

At the AGM on 24 April 2025, the Company held a Continuation Vote as a consequence of trading at an average discount to NAV of 23 per cent over the 12 month period ending 31 December 2024. With a turnout of 66.5 per cent, 89.24 per cent of shareholders voted for continuation, demonstrating strong support for continuation of the business.

Given the shares have traded at a discount greater than 10 per cent on average during 2025, a continuation vote will also be held at the Company's AGM, which will take place at 2pm on 19 May 2026 at the office of the Investment Manager.

Details of the formal business of the meeting are set out in a separate circular which is sent to shareholders with the Annual Report.

On behalf of the Board and the Investment Manager, I thank shareholders for their continued support of the Company, which we appreciate and do not take for granted.

Lucinda Riches C.B.E.

Chairman

25 February 2025

Investment Manager's Report

The Investment Manager

The investment management team provides all the skills and experience required to manage the Group: investment, ownership, finance and operation. The Investment Manager is authorised and regulated by the Financial Conduct Authority and is a full scope UK AIFM.

The team is led by Stephen Packwood and Matt Ridley.

As part of a phased succession process from the Company's founders, Stephen Lilley stepped down on 24 April 2025. Matt Ridley was joined by Stephen Packwood as investment managers of the business.

Stephen brings a broad experience in the renewables industry including the development, construction, financing and operations of renewable energy projects across Europe.

Stephen and Matt are supported by a 130 strong wider team within the Investment Manager covering core competencies across investment, asset management and finance. The Investment Manager manages over £9.4 billion of assets invested in a range of renewable energy and energy transition assets in the US, Europe and Asia, on behalf of a broad range of private and listed funds. The Investment Manager is part of the Schroders Group, an £800 billion asset manager and sits within Schroders Capital, its £83 billion private markets platform.

Investment Portfolio

As at 31 December 2025, the Group owned investments in a diversified portfolio of 49 operating UK wind farms totalling 1,942MW.

Asset Management

The Group operates a sizeable and diverse portfolio of 49 assets with net generating capacity of c.2GW. The Investment Manager has an experienced and specialist asset management team, which has expanded considerably as the portfolio has grown. The team focuses on the safe and optimal performance of the Group's assets, as well as ensuring the delivery of the Company's long term investment case. The team continues to move forward several key initiatives to optimise the performance of the Group's assets, creating long term value for shareholders. Initiatives include, for instance, lease extensions, turbine performance upgrades, and revenue and operating cost optimisation. Together these initiatives have, since 2016, added approximately £148 million to NAV.

Operating and Financial Performance

Portfolio generation in the year was 5,403GWh, 8.5 per cent below budget owing to low wind.

The following table shows wind speed and portfolio generation since IPO:

	UK weighted average wind speed (variation to long term mean) (1)	Generation (variation to budget)
2013 (adjusted)	+3%	+12%
2014	-2%	1%
2015	+5%	+15%
2016	-4%	-2%
2017	1%	-1%
2018	-2%	-2%
2019	-6%	-7%
2020	+4%	-1%
2021	-10%	-19%
2022	-3%	-3%
2023	-5%	-11%
2024	-3%	-11%
2025	-7%	-9%

⁽¹⁾ Current year and historical figures updated against an updated 20 year average long term mean.

In H1 2025, average wind speeds in the UK were below the long term average, and, whilst winds speeds normalised during H2, this has reduced generation in the Company's portfolio across the year.

The portfolio's generating budget is a long term (10 years) estimation. The annual standard deviation of wind speed is 6 per cent and the annual standard deviation of generation is 10 per cent (less than 2 per cent over 30 years).

The Company regularly reviews the portfolio's energy yield forecasts. At the end of 2024, the Company, in conjunction with an expert third party, reassessed the portfolio's energy yield forecasts to incorporate further onsite and offsite data. This resulted in a 2.4 per cent reduction in the portfolio's long term generation expectations, which was reflected in the Company's Q4 2024 NAV. The Investment Manager has since assessed whether recent below budget performance could be influenced by the impacts of climate change, again with the support of an expert third party. The outcome of this work was inconclusive, principally due to the range of uncertainties in climate modelling. The Investment Manager will continue to explore this body of work as it develops and will continue to periodically review the portfolio's energy yield estimates.

Net cash generated by the Group and wind farm SPVs was £290.6 million and dividend cover for the year was 1.3x.

Group and wind farm SPV cash flows	For the year ended 31 December 2025
	£'000
Net cash generation (1)	290,648
Dividends paid	(227,047)
Net disposals	102,453
Transaction costs	(905)
Share buybacks	(108,417)
Share buyback costs	(713)
Net amounts drawn under debt facilities	(40,000)
Upfront finance costs	-
Movement in cash (Group and wind farm SPVs)	(16,019)
Opening cash balance (Group and wind farm SPVs)	155,027
Closing cash balance (Group and wind farm SPVs)	171,046
Net cash generation	290,648
Dividends	227,047
Dividend cover	1.3x

⁽¹⁾     Alternative Performance Measure as defined below.

The following tables provide further detail in relation to net cash generation of £290.6 million:

Net Cash Generation - Breakdown (1)	For the year ended 31 December 2025
	£'000
Revenue	786,087
Operating expenses	(227,682)
Tax	(80,526)
SPV level debt interest	(16,476)
SPV level debt amortisation	(49,656)
Other	(3,403)
Wind farm cash flow	408,344
Management fee	(24,504)
Operating expenses	(2,939)
Ongoing finance costs	(91,536)
Other	5,771
Group cash flow	(113,208)
VAT (Group and wind farm SPVs)	(4,488)
Net cash generation	290,648

¹          Alternative Performance Measure as defined below.

Net Cash Generation - Reconciliation to Net Cash Flows from Operating Activities (1)	For the year ended 31 December 2025
	£'000
Net cash flows from operating activities (2)	365,398
Movement in cash balances of wind farm SPVs	2,200
Movement in security cash deposits (3)	5,388
Repayment of shareholder loan investment (2)	9,198
Finance costs (2)	(91,536)
Net cash generation	290,648

¹ Alternative Performance Measure as defined below.

² Consolidated Statement of Cash Flows.

³ Note 11 to the Consolidated Financial Statements.

Transaction Activity and Gearing

In Q3 2025, the Group disposed of 32.7 per cent interests in Andershaw and Bishopthorpe onshore wind farms as well as a 1.95 per cent interest in Hornsea 1 offshore wind farm for £181 million of which £78 million reflected the Group's decreased share of limited recourse project finance debt at Hornsea 1. The equity consideration of these transactions represented the Q2 2025 NAV values of the respective wind farms.

In 2026, the Investment Manager will continue to explore selective disposal opportunities, with the aim of generating further capital to deploy. The proceeds from such disposals, alongside the expected strong excess cashflow, will be allocated according to the capital allocation priorities outlined in the Chairman's Statement.

The Investment Manager continues to believe that there will be further opportunities for investments that are beneficial to shareholders in the medium and long term, and that such investment opportunities are necessary to manage the composition of the portfolio to both balance the mix of fixed and merchant revenues and ensure cash flows are secured for the long term to meet the Company's investment objective. Given the current market dynamics, there is potential to further enhance value for shareholders. Accordingly, the Investment Manager will diligently assess such opportunities to allow a disciplined return to reinvestment whilst always ensuring that capital is allocated to maximise long term shareholder value.

The Company completed its initial £100 million buyback programme and in February 2025 announced a further £100 million buyback programme, having now repurchased 87.6 million shares as of 31 December 2025, at an average cost of 112 pence per share.

As at 31 December 2025, Aggregate Group Debt was £2,126 million, comprising £1,488 million of term debt at Company level, £230 million drawn under the Company's RCF plus £408 million being the Group's share of limited recourse debt in Hornsea 1. Cash balances (Group and wind farm SPVs) as at 31 December 2025 were £171 million. Year on year, the principal balance of the Group and wind farm SPV debt has fallen by £168 million, through partial repayment of the RCF, wind farm SPV project debt amortisation and the effect of disposals.

Gearing as at 31 December 2025 was 42.5 per cent of GAV, with a weighted cost of debt of 4.69 per cent across a spread of maturities (November 2026 to March 2036):

Facility	Maturity date	Loan principal £ 000	Loan margin %	Swap rate  / SONIA %	All-in rate %	Fair Value of Swap £ 000
RCF	26 Sep 27	230,000	1.5000	3.7500 (2)	5.2500	-
NAB	1 Nov 26	75,000	1.5000	1.5980	3.0980	(1,570)
NAB	1 Nov 26	25,000	1.5000	0.8425	2.3425	(709)
CIBC	14 Nov 26	100,000	1.4000	0.8133	2.2133	(2,926)
Lloyds	9 May 27	150,000	1.6000	5.7360	7.3360	4,471
CBA	4 Nov 27	100,000	1.6000	1.3680	2.9680	(4,339)
ABN AMRO	2 May 28	100,000	1.7500	5.1330	6.8830	3,686
Virgin Money	3 May 28	50,000	1.7500	5.0880	6.8380(3)	903
Barclays	3 May 28	25,000	1.7500	5.0880	6.8380	1,807
ANZ	3 May 28	75,000	1.7500	5.4750	7.2250	3,340
NAB	26 Sep 29	100,000	1.5500	3.6660	5.2160	296
ANZ	26 Sep 29	75,000	1.6000	3.6412	5.2412	143
AXA	31 Jan 30	125,000	-	-	3.0300	-
AXA	31 Jan 30	75,000	1.7000	1.4450	3.1450(4)	(6,829)
CBA	26 Sep 30	150,000	1.6500	3.6300	5.2800	14
AXA	28 Apr 31	25,000	-	-	6.4300	-
AXA	28 Apr 31	115,000	1.8000	3.7500 (2)	5.5500	-
AXA	26 Sep 31	25,000	-	-	5.4420	-
CIBC	26 Sep 31	100,000	1.7500	3.6545	5.4045	(159)
Hornsea 1(5)	31 Mar 36	408,097	-	-	3.2202	-
		2,128,097		Weighted average	4.69	(1,872)

⁽¹⁾ Term debt comprises £1,490 million of loan facilities less £2 million relating to the fair value of interest rate swaps held at Holdco level.

⁽²⁾ Facility pays SONIA as variable rate.

⁽³⁾ Virgin Money debt tranche hedged with Barclays swap.

⁽⁴⁾ AXA debt tranche hedged with an NAB swap.

⁽⁵⁾ Reflecting the fair value of debt at SPV level, which is not included in the Consolidated Statement of Financial Position.

The Investment Manager has held initial discussions with lenders and expects to refinance the £350 million of term debt tranches maturing between November 2026 and May 2027 in Q4 2026. It is expected that the Group's average cost of debt will not increase materially.

 

Net Asset Value

The following table sets out the movement in NAV from 31 December 2024 to 31 December 2025:

	£'000	Pence per share
NAV as at 31 December 2024	3,409,104	151.2
Net cash generation	290,648	13.2
Dividend	(227,047)	(10.3)
Depreciation	(105,950)	(4.9)
Power price	(240,780)	(10.9)
Inflation	19,286	0.9
SPV budget updates	(28,891)	(1.3)
REGO updates	(17,777)	0.8
Movement in fair value of debt	(41,431)	(1.9)
Share buyacks	(109,104)	1.3
Other (1)	(8,740)	(0.4)
Outcome of RO Consultation	(56,962)	(2.6)
NAV as at 31 December 2025	2,882,356	133.5

⁽¹⁾ Includes annual budget updates and debt refinancing cashflows.

Reconciliation of Statutory Net Assets to Reported NAV

	As at 31 December 2025	As at 31 December 2024
	£'000	£'000
Operating portfolio	4,854,990	5,516,201
Cash (wind farm SPVs)	138,093	135,892
Fair value of investments (1)	4,993,083	5,652,093
Cash (Group)	32,953	19,135
Other relevant liabilities	(17,455)	(18,492)
GAV	5,008,581	5,652,736
Aggregate Group Debt (1)	(2,126,225)	(2,243,632)
NAV	2,882,356	3,409,104
Reconciling items	-	-
Statutory net assets	2,882,356	3,409,104
Shares in issue	2,159,802,191	2,254,109,306
NAV per share (pence)	133.5	151.2

⁽¹⁾ Includes limited recourse debt of £408 million at Hornsea 1, not included in the Consolidated Statement of Financial Position.

Health and Safety and the Environment

Health and safety is of key importance to both the Company and the Investment Manager.

The Investment Manager is an active member of SafetyOn, the UK's leading health and safety focused organisation for the onshore wind industry. The Investment Manager also has its own health and safety forum, chaired by Stephen Packwood, where best practice from across the portfolio the Investment Manager is reviewed and key learnings from incidents across the industry are shared.

During the year, routine health and safety audits were conducted across 20 sites by an independent consultant. In addition, the Investment Manager undertook 45 safety walks across 40 sites. No material areas of concern were identified from all audits and safety walks performed in the year.

The Investment Manager has taken a structured and collaborative approach to improving emergency response and health and safety collaboration across its wind farm portfolio. While emergency drills are routinely conducted at individual wind farms, organising coordinated exercises across multiple assets involving multiple stakeholders such as O&M partners, operators, control rooms and emergency services is not commonly undertaken. Accordingly, the Investment Manager organised 3 multi wind farm exercises in 2025 (1 offshore and 2 onshore).

These exercises involved approximately 19 different companies and brought together around 50 - 60 participants. They were designed to test emergency response coordination, communication protocols, and decision-making under realistic conditions, while also supporting knowledge sharing and alignment across nearby wind farms.

This programme reflects the Investment Manager's ongoing commitment to maintaining strong safety standards, promoting effective collaboration, and continuously improving operational risk management across its renewable energy assets. These exercises have demonstrated the benefits of collaboration between stakeholders particularly regarding response times and familiarisation with the risks and environments of a wind turbine.

During 2025, the portfolio powered approximately 2.0 million homes and avoided the emission of approximately 2.2 million tonnes of CO2.

Power Price

Long term power price forecasts are provided by a leading market consultant, updated quarterly, and may be adjusted by the Investment Manager where more conservative assumptions are considered appropriate. Short term power price assumptions reflect the forward curve as at 31 December 2025.

A discount is applied to power price assumptions in all years to reflect the fact that wind generation typically captures a lower price than the base load power price. During the year, the portfolio captured an average price of £70.03/MWh versus an average N2EX index price of £80.68/MWh (13 per cent discount).

In addition to the capture discount, a further reduction is applied to reflect the terms of each PPA. The price of some PPAs is expressed as a percentage of a given price index, whereas other PPAs include a fixed £/MWh discount to the price index. Other PPAs pay a fixed £/MWh price for power. The table below sets out the terms of each PPA.

£/MWh (real 2024)				2026	2027	2028	2029	2030	2031	2032
Pre PPA discount				60.05	55.55	63.72	66.61	68.76	65.66	59.97
Post representative PPA discount				54.04	49.99	57.35	59.95	61.88	59.10	53.97
	2033	2034	2035	2036	2037	2038	2039	2040	2041	2042
Pre PPA discount	58.67	58.64	59.28	60.88	61.88	60.57	60.44	59.50	58.40	57.76
Post representative PPA discount	52.81	52.78	53.35	54.79	55.69	54.52	54.40	53.55	52.56	51.99
	2043	2044	2045	2046	2047	2048	2049	2050	2051	2052
Pre PPA discount	56.26	56.95	56.46	55.48	55.01	54.74	55.92	55.71	56.22	55.20
Post representative PPA discount	50.63	51.26	50.81	49.93	49.51	49.26	50.33	50.14	50.60	49.68
	2053	2054	2055	2056	2057	2058	2059	2060	2061	2062
Pre PPA discount	54.98	55.14	55.33	54.32	52.84	51.16	50.07	48.10	42.93	42.93
Post representative PPA discount	49.48	49.62	49.80	48.89	47.55	46.04	45.06	43.29	38.64	38.64

The portfolio benefits from a substantial fixed revenue base. Over the next 7 years, 59 per cent of the portfolio's DCF is comprised of fixed cashflows. Of those fixed revenues, the significant majority are explicitly linked to CPI.

The fixed revenue base means that dividend cover is robust in the face of extreme downside power price sensitivities:

	2026	2027	2028	2029	2030
CPI increase (%)	2.4	2.4	2.5	2.5	2.5
Dividend (pence / share)	10.70	10.96	11.23	11.51	11.80
Dividend (£ 000)	230,605	236,139	242,043	248,094	254,296
Dividend cover (x)
Base case	1.7	1.6	1.8	1.9	2.1
£50/MWh	1.5	1.4	1.5	1.6	1.6
£40/MWh	1.3	1.3	1.3	1.3	1.4
£30/MWh	1.2	1.1	1.1	1.1	1.2
£20/MWh	1.0	0.9	0.9	0.9	0.9
£10/MWh	0.9	0.8	0.7	0.7	0.7

All numbers illustrative. Power prices real 2023, pre PPA discount.

The Company's strategy remains to maintain an appropriate balance between fixed and merchant revenue. To the extent that merchant revenues were to increase as a proportion of total revenues then new fixed price PPAs and/or power prices hedges would be entered into. In December 2025 and early 2026, the Group has entered into arrangements to fix power prices for 2 years for approximately 150GWh per annum of offshore wind production. Further fixed price arrangements are in exploration and are expected to be consummated throughout 2026.

An appropriate revenue balance can also be maintained through the acquisition of new fixed revenue streams (for example, onshore and offshore CFD assets) or the divestment of merchant revenue assets.

In October 2025, the Government launched a consultation on the potential change to the RO scheme inflation indexation, from RPI to CPI. On 28 January 2025, the Government published the result of the consultation and from 1 April 2026, the RO scheme will now be indexed to CPI.

The Board and Investment Manager subsequently updated the Company's NAV to reflect the outcome of the RO Consultation and, given that the principal instrument that had linked the Company's cashflows to RPI is now linked to CPI, the Company has updated its dividend policy such that it will now aim to provide shareholders with an annual dividend that increases in line with CPI inflation from 2026.

Inflation

Base case assumptions in relation to inflation are:

·          CPI: 2.4 per cent (2026-2027), 2.5 per cent (2028 onwards)

·          RPI: 3.1 per cent (2026), 3.2 per cent (2027), 3.5 per cent (2028-2030), then CPIH ( 2.75 per cent (2031 onwards))

The ROC price is inflated annually from 1 April each year based on the previous year's average CPI. For example, on 1 April 2026, the ROC price will increase by 3.4 per cent (average CPI over 2025).

CFD prices are also inflated annually from 1 April each year. However, in the case of CFDs, the price is inflated based on January CPI. For example, on 1 April 2026, CFD prices will increase by 3.0 per cent (January 2026 CPI).

Given the explicit inflation linkage of a substantial proportion of portfolio revenue (ROCs, CFDs, certain PPAs) and the implicit inflation linkage inherent in power prices, there is a strong link between inflation and portfolio return.

Returns

For the 31 December 2025 NAV, the portfolio average unlevered discount rate remains unchanged at 9 per cent. The levered portfolio IRR remains at 11 per cent. This continues to be materially higher than at IPO 13 years ago, having been revised upwards significantly in the past 3 years to reflect the new rate climate.

Given that the Company's ongoing charges ratio is less than 1 per cent, the net return to investors (assuming reinvestment at NAV) is 10 per cent.

A 10 per cent inflation linked return should continue to be appropriate, given the Company's cashflow profile, versus other investment opportunities. The Company's 12 year track record demonstrates strong historical dividend cover, and projected dividend cover is robust.

Excess cash generation (dividend cover) is reinvested to drive NAV growth. Therefore, the size of dividend cover is important; it is not just a question of "covered or not covered". The Company has structurally higher net dividend cover than its peer group and this has allowed it to reinvest over time and, in effect, promotes a self-funding model.

Since IPO, aggregate historical dividend cover has been 1.7x and the Group has reinvested £999 million of excess cash generation to deliver long term NAV growth albeit behind RPI.

Outlook

The Group expects to continue generating robust cashflow and dividend cover and expects to have c.£1 billion of capital from organic excess cashflow to allocate over the next 5 years to enable it to achieve its objectives. This could be augmented by further disposals.

Whilst the Group maintains a disciplined approach to acquisitions, the size of the market it operates in is expected to continue to grow. There are currently approximately 32GW (over £100 billion) of operating UK wind farms (16GW onshore plus 16GW offshore). The Group's market share is approximately 6.3 per cent.

January 2026 saw the outcome of AR7 for offshore wind, which offers 20-year CPI-linked CFDs. In February 2026, the results of AR7 for onshore wind were announced with a further 1.3GW of capacity awarded at a clearing price of £72.24/MWh. These are clear steps towards fulfillment of the Government's 2030 target. We estimate that to construct these projects, approximately £40 billion of capital will be required, representing a significant market opportunity for the Group. Opportunities to invest in a range of existing operational assets continue to be presented to the Company; the target universe for the Company remains significant.

There are also opportunities for the Company to invest in its existing portfolio for example by adding capacity to current assets, extending the asset lives, performance optimisation and other value add initiatives.

The portfolio's dividend cover is robust in the face of downside power price sensitivities and remains exposed to significant upside (power prices, asset life extension, asset optimisation, new revenue streams, interest rate cycle etc). The levered portfolio IRR is 11 per cent, which implies a net return to investors of 10 per cent (at NAV). This should continue to remain appropriate versus other investment opportunities.

The Company continues to hold a sector leading position and, as described above, there is no shortage of investment opportunities. The Board and Investment Manager will therefore continue to closely manage the Company's capital allocation policy with a view to maximising long term shareholder value and will assess new investments in this light.

Strategic Report

Introduction

The Directors present their Strategic Report for the year ended 31 December 2025. Details of the Directors who held office during the year and as at the date of this report are given on below.

Investment Objective

The Company's aim is to provide investors with an annual dividend per Ordinary Share that increases in line with CPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions.

The target return to investors is an IRR, net of fees and expenses, of 10 per cent. As a result of the Company's prospects, strong balance sheet and cash flow generation, the Board decided to increase the 2026 target dividend to 10.70 pence per share, which represents a 3.4 per cent increase above the target dividend for 2025 and is in line with December 2025 CPI. The Board reviewed the Company's dividend policy in line with the outcome of the RO Indexation Consultation and determined that the dividend policy will aim to provide shareholders with an annual dividend that increases in line with CPI inflation from 2026.

The Board also decided to pay a 2.59 pence per share dividend for Q4 2025, bringing the 2025 full year dividend to 10.35 pence per share.

Progress on the objectives is measured by reference to the key metrics on below.

Investment Policy

The Group invests in UK wind farms predominantly with a capacity of over 10MW. Lower gearing ensures that the annual dividend is sufficiently protected against lower power prices. This means that the Group also has the ability to benefit from power price exposure as it is not required to enter into long term fixed price contracts.

The Group generally uses debt to make additional investments and may to continue to use short term debt facilities to make further investments, where appropriate. The Group will look to repay its short term debt facilities by refinancing them with longer term debt facilities or in the equity markets, where in the best interests of shareholders, in order to refresh its debt capacity. The Group will look to repay its short term debt facilities with proceeds from disposing of investments. While debt facilities are drawn, the Group benefits from an increase in investor returns because borrowing costs remain below the underlying return on investments.

The Board believes that there is a significant market in which the Group can continue to grow over the next few years.

Capital Allocation

The Company regularly reviews its capital allocation policy by considering a range of options to optimise returns to shareholders over the long term. The Company announced in January 2026 that it would maintain the annual increase of its dividend in lined with CPI (rather than RPI), to reflect the outcome of the RO Indexation Consultation. Accordingly its annual dividend target for 2026 was set at 10.70 pence per share, an increase in line with December 2025 CPI of 3.4 per cent. The dividend with respect to the final quarter of the year will be 2.59 pence per share, taking the annual dividend for 2025 to 10.35 pence per share.

On 27 February 2025, the Company announced a further £100 million share buyback programme having completed the Company's previous £100 million share buyback programme on 13 February 2025. This brings the Company's total commitment to share buybacks to £200 million. Through its second share buyback programme, the Company bought back 87.6 million shares during the year at an average cost of 112 pence per share.

The Company maintains a disciplined approach to acquisitions and disposals, only transacting when it is considered to be in the interests of shareholders to do so. During the year, the Company sold partial interests in 3 wind farms for £181 million. The equity proceeds received were utilised to pay down debt, support the extended buyback programme and offer strategic optionality over the medium term. With the Company's share price continuing to trade at a discount to NAV, the alternatives for capital allocation warrant significant consideration.

Structure

The Company is a UK registered investment company with a premium listing on the London Stock Exchange. The Group comprises the Company and Holdco. Holdco invests in SPVs which hold the underlying wind farm assets. The Group employs Schroders Greencoat LLP as its Investment Manager.

Discount Control

The Articles of Association require a continuation vote by shareholders if the share price were to trade at an average discount to NAV of 10 per cent or more over a 12 month period. This vote was put to shareholders at the AGM on 24 April 2025 and the Company received 89.24 per cent support in continuing in its current form.

During the year, the Company's shares have traded at an average discount to NAV of 23 per cent. In accordance with the Company's Articles of Association, a continuation vote will be proposed at the 2026 AGM.

Review of Business and Future Outlook

A detailed review of the business in the year together with future outlook are covered in the Investment Manager's Report.

Key Performance Indicators

The Board believes that the key metrics detailed below, which are typical for investment entities, will provide shareholders with sufficient information to assess how effectively the Group is meeting its objectives.

Ongoing Charges

The ongoing charges ratio of the Company is 0.83 per cent of the weighted average NAV for the year to 31 December 2025. This is made up as follows and has been calculated using the AIC recommended methodology.

	31 December 2025		31 December 2024
	£'000	%	£'000	%
Total management fee	22,843	0.73%	31,043	0.87%
Directors' fees	467	0.01%	415	0.01%
Other ongoing expenses (1)	2,956	0.09%	2,336	0.07%
Total	26,266	0.83%	33,794	0.95%
Weighted average NAV		3,121,620	3,579,180

⁽¹⁾ Other ongoing expenses do not include £2,096k of management and administration fees relating to the wind farm SPVs that is recharged to them, and £152k of other non-recurring costs.

If the Company's share price trades at 24 per cent discount to its reported NAV, the 2026 ongoing charges ratio is expected to be 0.73 per cent.

The Investment Manager is not paid any performance or acquisition fees. The reduction in the investment management fee is due an amendment to the Investment Management Agreement amending the basis of the investment management fee calculation to the lower of the Company's market capitalisation and NAV, which came into effect on 1 January 2025.

Employees and Officers of the Company

The Company does not have any employees and therefore employee policies are not required. The Directors of the Company are listed below.

Principal Risks and Uncertainties

In the normal course of business, each investee company has a rigorous risk management framework with a comprehensive risk register that is reviewed and updated regularly and approved by its board. The principal risks identified by the Board to the performance of the Group are detailed below.

The Board maintains a risk matrix setting out the risks affecting both the Group and the investee companies. This risk matrix is reviewed and updated at least annually to ensure that procedures are in place to identify principal risks and to mitigate and minimise the impact of those risks should they crystallise. This risk matrix is also reviewed and updated to identify emerging risks, such as climate related risks, and to determine whether any actions are required. This enables the Board to carry out a robust assessment of the risks facing the Group, including those risks that would threaten its business model, future performance, solvency or liquidity.

The risk appetite of the Group is considered in light of the principal risks and their alignment with the Company's Investment Objective. The Board considers the risk appetite of the Group and the Company's adherence to the Investment Policy in the context of the regulatory environment taking into account, inter alia, gearing and financing risk, wind resource risk, the level of exposure to power prices and environmental and health and safety risks.

As it is not possible to eliminate risks completely, the purpose of the Group's risk management policies and procedures is to reduce risks and to ensure the Group is adequately prepared to respond to such risks and minimise any impact should they materialise.

The geographical dispersion of assets within the portfolio ensures that the portfolio benefits from a diversified wind resource and spreads the exposure to a number of potential technical risks associated with grid connections and with local distribution and national transmission networks. In addition, the portfolio includes 6 different turbine manufacturers, which diversifies technology and maintenance risks. Finally, each site contains a number of individual turbines, the performance of which is largely independent of other turbines.

Risks Affecting the Group

Investment Manager

The ability of the Group to achieve the Company's Investment Objective depends heavily on the experience of the management team within the Investment Manager and more generally on the Investment Manager's ability to attract and retain suitable staff. The sustained growth of the Group depends upon the ability of the Investment Manager to identify, select and execute further investments which offer the potential for satisfactory returns.

The Investment Management Agreement includes key person provisions which would require the Investment Manager to employ alternative staff with similar experience relating to investment, ownership, financing and management of wind farms should any key person cease to be employed by the Investment Manager. The Investment Management Agreement ensures that no investments are made following the loss of key persons until suitable replacements are found and there are provisions for a reduction in the investment management fee during the loss period. It also outlines the process for key person replacement with the Board's approval.

On 27 February 2025, the Company announced that Stephen Lilley would be stepping down from his role as co-head of the investment management team managing the Company on 24 April 2025 following the Company's 2025 Annual General Meeting, with Stephen Packwood replacing him. Stephen Packwood joined Schroders Greencoat in January 2025 and has 21 years' renewable energy experience, spanning the development, construction and operational phases across a range of technologies.

The Investment Manager is one of Europe's leading renewable investment managers, which employs 130 professionals and has c.£9.4 billion of assets under management. The Investment Manager is 77 per cent owned by Schroders Group PLC, founded over 200 years ago, which manages over £820 billion of assets (as of 31 December 2025) with over 5,500 staff globally.

Financing Risk

The Group will finance further investments either by borrowing or by issuing further shares in addition to its cash resources. The ability of the Group to deliver expected real NAV growth is dependent on access to debt facilities and equity capital markets, the latter has become increasingly challenging given the share price is trading at a discount to NAV. There can be no assurance that the Group will be able to borrow additional amounts or refinance on reasonable terms or that there will be a market for further raising of equity.

Investment Returns Become Unattractive

There remains the risk that a higher interest rate environment could persist, making the listed infrastructure asset class relatively less attractive to investors. In such circumstances, it is likely that discount rates would be adjusted to maintain a suitable premium over increased risk free rates.

Risks Affecting Investee Companies

Regulation

Changes in Government renewable energy policy applied retrospectively to current operating projects including those in the Group's portfolio, could adversely impact the market price for renewable energy or the value of the green benefits earned from generating renewable energy.

On 28 January 2026, the UK Government announced the outcome of the RO Consultation being the change of indexation of the RO buy-out price to CPI from 1 April 2026. The Board and Investment Manager have reflected the impact of this in the Company's NAV and NAV per share as at 31 December 2025 and resolved to update the Company's dividend policy to aim to increase the dividend by CPI from 2026 onwards. The 2026 target dividend to shareholders was therefore increased by December 2025's CPI, which represented a 3.4 per cent increase to the 2025 dividend.

Electricity Prices

Other things being equal, a decline in the market price of electricity would reduce the investee companies' revenues.

The Group's dividend policy has been designed to withstand significant short term variability in power prices. A longer period of power price decline would materially affect the revenues of investee companies. The Group has 60 per cent of its cashflows fixed over the next 5 years and the Investment Manager is actively pursuing opportunities to further hedge electricity price exposure.

Wind Resource

The investee companies' revenues are dependent upon wind conditions, which will vary across seasons and years within statistical parameters. The standard deviation of energy production is 10 per cent over a 12 month period but less than 2 per cent over 30 years). So whilst inter year wind speeds are variable, there is significantly less variability over the longer term.

The Group does not have any control over the wind resource but has designed its dividend policy such that it can withstand significant short term variability in production relating to wind. Before investment, the Group carries out extensive due diligence using relevant historical wind data over a substantial period of time. The other component of wind energy generation, a wind farm's ability to turn wind into electricity, is mitigated by purchasing wind farms using wind turbines, where possible, with a proven operating track record.

When acquiring wind farms that have only recently entered into operation, only limited operational data is available. In these instances, the acquisition agreements with the vendors of these wind farms can include a ''wind energy true-up'' or an appropriate discount to the purchase price.

Asset Life

In the event that the wind turbines do not operate for the period of time assumed by the Group or require higher than expected maintenance expenditure to do so, it could have a material adverse effect on investment returns.

The Investment Manager performs regular reviews and ensures that maintenance is performed on all wind turbines across the wind farm portfolio. Regular maintenance ensures the wind turbines are in good working order, consistent with their expected lifespans.

Health and Safety and the Environment

The physical location, operation and maintenance of wind farms may, if inadequately assessed and managed, pose health and safety risks to those involved. Inappropriate wind farm operation and maintenance may result in bodily injury, particularly if an individual were to fall from height, fall or be crushed in transit from a vessel to an offshore installation or be electrocuted. If an accident were to occur in relation to one or more of the Group's investments and if the Group were deemed to be at fault, the Group could be liable for damages or compensation to the extent such loss is not covered by insurance policies. In addition, adverse publicity or reputational damage could follow.

The Board reviews health and safety at each of its scheduled Board meetings. The Group also engages an independent health and safety consultant to ensure the ongoing appropriateness of its health and safety policies.

In February 2026, the Board established an Asset Operations Committee, which, among other matters, discusses and reviews portfolio health and safety performance. The Committee's terms of reference can be found on the Company's website.

The investee companies comply with all regulatory and planning conditions relating to the environment, including in relation to noise emissions, habitat management and waste disposal.

 

Going Concern

As further detailed in note 1 to the financial statements, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence from the date of approval of this report to at least February 2027.

The Board notes that the Group's Consolidated Statement of Comprehensive Income showed a loss for the year after tax of £192 million (2024: £55 million). As the Company is an investment entity under IFRS 10, the loss after tax has been caused by a decrease in the Group's investments at fair value through profit and loss and the Company's reported NAV. This loss after tax does not reflect the trading performance of the Group or its portfolio during the year. The wind farm SPVs remain highly cash generative with £291 million of net cash generated in 2025 and the cash position of the Group and its investee companies is £171 million as at 31 December 2025.

Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Longer Term Viability

As further disclosed below, the Company is a member of the AIC and complies with the AIC Code. In accordance with the AIC Code, the Directors are required to assess the prospects of the Group over a period longer than the 12 months associated with going concern. The Directors conducted this review for a period of 10 years, which is deemed appropriate, given the long term nature of the Group's investments which are modelled over 30 years, coupled with its long term strategic planning horizon.

In considering the prospects of the Group, the Directors looked at the key risks facing both the Group and the investee companies, focusing on the likelihood and impact of each risk as well as any key contracts, future events or timescales that may be assigned to each key risk. The Directors also tested and are comfortable that the Company would continue to remain viable under several robust downside scenarios, including loss of government subsidies and a significant decline in long term power price forecasts, both considered principal risks and uncertainties affecting investee companies.

As a sector focused infrastructure fund, the Group aims to produce stable and inflating dividends while preserving the capital value of its investment portfolio on a real basis. The Directors believe that the Group is well placed to manage its business risks successfully over both the short and long term and accordingly, and the Board has a reasonable expectation that the Group will be able to continue in operation and to meet its liabilities as they fall due for a period of at least 10 years.

The Board does not believe that the lower power prices projected in the high transition risk scenario, will diminish the longer term viability of the Company.

The Directors have also considered the continuation vote to be proposed at the Company's AGM in May 2026, caused by the Company's shares trading at 23 per cent average discount to NAV in line with its Articles of Association. The Directors believe that the outcome of the shareholder continuation vote will not impact their opinion of the Company's longer term viability.

While the Directors have no reason to believe that the Group will not be viable over a longer period, they are of the opinion that it would be difficult to foresee the economic viability of any company with any degree of certainty for a period of time greater than 10 years.

Directors' Responsibilities Pursuant to Section 172 of the Companies Act 2006

The Directors are responsible for acting in a way that they consider, in good faith, is the most likely to promote the success of the Company for the benefit of its members. In doing so, they should have regard for the needs of stakeholders and the wider society. The Company's objective is to provide investors with an annual dividend that increases in line with CPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions. The Board is also aware of its responsibility for the risk management of the Group's climate related risks and for transparent disclosure of these risks, appreciating how this is integral to the success of the Company.

Key decisions are those that are either material to the Company or are significant to any of the Company's key stakeholders. The Company's engagement with its key stakeholders, including the Investment Manager, is discussed further in the Corporate Governance Report. The key decisions and discussions detailed in the table below were made or approved by the Directors during the year, with the overall aim of promoting the success of the Company while considering the impact on its members and wider stakeholders.

Topic	Stakeholder considerations and outcome
Dividends	Shareholders voted 99.90 per cent in favour to approve the Company's dividend policy at the AGM on 24 April 2025. The Board has also announced a target dividend of 10.70 pence per share for 2026, an increase of 3.4 per cent from 2025's dividend of 10.35 pence per share. Stakeholders influencing and/or impacting considerations: Shareholders and potential investors.
Divestments	During the year, the Group partially divested interests in 3 wind farms with the proceeds used to repay the Company's RCF, support the further share buyback programme and offer strategic optionality over the medium term. Following recommendation from the Investment Manager, the Board considered the divestments in the context of the Company's capital allocation strategy, the Group's gearing levels and potential returns to investors. Stakeholders influencing and/or impacting considerations: Shareholders, potential investors, local communities and Investment Manager.
Share Capital	On 26 October 2023, the Company announced the commencement of a share buyback programme of up to £100 million executed under the authority granted by shareholders at the 2023 AGM. On 27 February 2025, the Company announced a further £100 million share buyback programme having completed the Company's previous £100 million share buyback programme on 13 February 2025. This brings the Company's total commitment to share buybacks to £200 million. The Board determined that buying back shares was in the best interests of shareholders and authority to continue purchasing shares was granted by shareholders at the 2025 AGM. During 2025 87.6 million shares were purchased under the above authority at a total cost of £98.9 million, taking total capital allocated to share buybacks to £109 million. During the year, the Company allotted 1,050,009 Ordinary Shares to the Investment Manager to satisfy the Equity Element of the Investment Management Fee, in accordance with the Investment Management Agreement. No shares were issued through equity raisings during the year. Stakeholders influencing and/or impacting considerations: Shareholders, potential investors and Investment Manager.
Annual review of service providers	The Board annually reviews the Company's external service providers and, in particular, the quality and costs of the services provided and organisational strength where appropriate. It has concluded that the interests of the Company's shareholders would be best served by the ongoing appointments of the Investment Manager, the Administrator and the Company's other key service providers on the existing terms. Stakeholders influencing and/or impacting considerations: Investment Manager, Administrator and other key service providers.
External Board Evaluation	During the year, a full external review of the effectiveness of the Board and its Committee's was conducted by Condign Board Consulting Limited. The independent review concluded that the Board and its committees were performing well, working closely with a strongly committed Investment Manager. A number of minor governance changes were made as a result of this review. Stakeholders influencing and/or impacting considerations: Shareholders, potential investors.
Strategy session	The Board holds an annual strategy session with the Investment Manager, outside of the scheduled quarterly Board meetings, to consider the Company's strategic objectives. The Board believes that the strategy session held in September 2025 was highly collaborative, and formative to the Company's revised capital allocation priorities. Stakeholders influencing and/or impacting considerations: Shareholders, potential investors and Investment Manager.
Renewables Obligation Consultation	The UK Government published a consultation on potential changes to the inflation indexation in the RO scheme during the year and the Investment Manager (acting in its capacity as investment manager of the Company) had submitted its response to the consultation. On 28 January 2026, the UK Government announced the outcome of the RO consultation being the change of indexation of the RO buy-out price to CPI from 1 April 2026. The Board and Investment Manager have reflected the impact of this in the Company's NAV and NAV per share as at 31 December 2025 and resolved to update the Company's dividend policy to aim to increase the dividend by CPI from 2026 onwards. The 2026 target dividend to shareholders was increased by December 2025's CPI, which represented a 3.4 per cent increase to the 2025 dividend. Stakeholders influencing and/or impacting considerations: Shareholders, potential investors and Investment Manager.

Board Composition and Internal Evaluation

During the year, Taraneh Azad was appointed as a non‑executive Director of the Company with effect from 1 February 2025. Following Taraneh's appointment, the Board now comprises six independent non-executive Directors.

Environmental, Social and Governance

The Group's approach

The Group invests in wind farms and the environmental benefits of renewable energy are proven and key to delivering the Government's climate change objectives. As the largest renewable infrastructure fund and one of the largest owners of wind farms in the UK, the Company continues to prove the viability of clean energy as a robust sector for investment.

The Group owns 2GW of installed capacity across 49 onshore and offshore operating wind farms. By dedicating resources to the deployment of renewable energy, the Group is playing an active role in reducing the UK's greenhouse gas emissions and accelerating a move towards Net Zero for the whole economy. Since listing, the Group's operating wind farms have produced 34.4TWh of clean energy, avoiding 13.7 million tonnes of CO2.

By the end of 2025, the portfolio was generating sufficient electricity to power 2.1 million homes(1) in the future and avoiding approximately 2.3 million tonnes of CO2 emissions per annum in the future through the displacement of thermal generation(2).

Through acquiring operational wind farms from third parties, this allows capital to be recycled into further renewable energy projects.

Both generating renewable electricity and enabling capital recycling contribute to SDG 7 (ensure access to affordable, reliable, sustainable and modern energy for all) and SDG 13 (take urgent action to combat climate change and its impacts).

Responsible Investment

To sustain the long-term success of the business, the Company acknowledges and understands the importance of effective management of ESG matters for all stakeholders.

The Company continues to play an important role in championing both responsible investment and the development of the renewable energy sector. This is achieved through continuous engagement with all industry stakeholders, including suppliers, O&M partners, industry associations, policy makers, peers and communities. The Company transparently shares its ESG approach and results with investors.

Responsible investing principles have been applied to each of the investments made, which require the Group to make reasonable endeavours to ensure the ongoing compliance of its investee companies with its policies on responsible investment and ESG matters.

⁽¹⁾ The number of homes powered is based on the average annual household energy consumption (2.7MWh/annum (OFGEM)), using the latest reported figures, and reflects the portfolio's annual electricity generation as at the relevant reporting date.

⁽²⁾ The portfolio's annual CO2 emissions avoided through the displacement of thermal generation, based on the portfolio's annual generation as at the relevant reporting date. The Group assumes that wind generation replaces CCGT in the UK and applies a carbon factor of 0.4tCO2/MWh (IEA).

Although the non-executive Board has overall responsibility for the activities of the Company and its investments, the day-to-day management of the business is delegated to the Investment Manager. This includes responsibility for ESG matters and applies both when investments are being made and continuously during the life of each wind farm. The Investment Manager assesses how ESG should be managed and the Company has developed its ESG policy in accordance with the Investment Manager's ESG Policy. The ESG Policy of the Company is approved annually and overseen by the Company's Board.

The Group will continue to lead the way in encouraging responsible investment to accelerate the development of the UK's wind energy sector further and will do this in a way that maximises returns for our shareholders and creates benefits for the communities and the natural environment in which its wind farms operate.

The Investment Manager has representation on the boards of the operating wind farm companies which oversee performance, including on ESG matters, and meet quarterly. From these ongoing reviews, the Investment Manager reports quarterly to the Company's Board, with data on production, wind farm availability, key events and health and safety performance.

This robust management structure enables the Investment Manager to oversee ESG issues effectively throughout the lifecycle of the Group's wind farms:

Screening

            screening the investment against investment mandate and restrictions; and

            assessing the ability of the investment to comply with ESG standards and the Investment Manager's ESG Policy.

Due Diligence

            rigorously assessing ESG risks and opportunities of the investment based on commitment, capacity, track record and features of the wind farm and key service providers; and

            identifying mitigation plans for ESG risks, where identified.

Investment decision

            identifying and addressing ESG issues in extracts of the Investment Manager's Investment Committee papers that inform investment decisions; and

            determining and costing plans to address ESG issues, and price into the investment decision process.

Asset Management

            Implementing mitigation plans to address ESG issues identified during pre-investment due diligence;

·          establishing appropriate governance structures;

·          complying with all relevant laws and regulations;

·          ensuring ongoing monitoring and management of ESG issues;

·          managing impacts on the natural habitat surrounding the wind farms under management;

·          engaging with and supporting the local communities; and

·          performing due diligence on third parties and ensuring compliance with the Company's ESG policy; and ensuring business integrity with a focus on avoiding money laundering, negligent or corrupt practices.

Environment

            As one of the largest owners of wind farms in the UK, the Group is focused on taking actions to support climate change mitigation through the generation of renewable energy, whilst minimising the potential impacts that the operation of wind farms may have on local habitats and the environment.

            The world continues to face a serious climate challenge. In 2025, global temperatures were again exceptionally high at 1.47°C above pre-industrial levels, making it the third warmest year on record. Importantly, 2025 marked the first time that the average global temperature over a three-year period (2023-2025) exceeded 1.5°C above pre‑industrial levels, underscoring the accelerating pace of global warming(3)

            ⁽³⁾ Copernicus Climate Change Service

            ⁽⁴⁾ UK Government, Clean Power 2030 Action Plan, December 2024.

As such, the Group seeks to protect the local environment around its wind farms by using robust environmental management systems. These include policies, periodic risk assessments, monitoring and regular reporting to the Board and the boards of each of the wind farm companies. Through these measures, the Group also ensures compliance with all applicable laws, regulations and planning permissions as administered by the Environment Agency, Health Protection Agency, local authorities, Ofgem, UREGNI or any other relevant regulatory body, including the data reporting obligations under Renewable Obligation Order 2009.

The Group's core activities include:

·          maintaining management systems to evaluate the potential risks and impacts of its activities and avoiding or mitigating environmental impacts on biodiversity, air quality, noise and waste management where relevant;

·          overseeing implementation of habitat management plans at its wind farms;

·          undertaking additional environmental impact assessments or undergoing regular monitoring as required;

·          seeking to work with partners who uphold good industry standards - from operational managers and key contractors whose management systems comply with the requirements of ISO 14001:2015 (environmental management systems); and

·          reporting regularly to the Board and the boards of each of the wind farm companies.

The Company also recognises the importance of a circular economy in achieving Net Zero targets and in reducing the environmental impact associated with renewable energy generation.

A grant programme to support academic and non-profit research into improving the recyclability of wind turbine blades was established. One funded project, Added-value Coatings led by the University of Edinburgh, investigated converting decommissioned blade materials into powders for use in protective surface coatings. The research demonstrated that these recycled powders can be used in coatings that protect wind turbines and other infrastructure from erosion and corrosion, potentially extending their service life. The project confirmed this approach is technically viable, cost-effective, and has strong commercial potential. The project was completed in 2024.

The second project is led by Imperial College and aims to develop a practical way to assess blade fatigue accumulation over time so the industry can make better decisions about whether blades should be repaired, reused, or recycled. The research can estimate a blade's condition and remaining value at retirement by combining fast damage prediction models with realistic blade loading simulations. The end goal is a decision-support tool that helps the wind industry assess sustainable and credible end-of-life options for different blade designs and wind farms. The project is ongoing and is expected to conclude in the spring of 2027.

CASE STUDY - Habitat Management Plans at Corriegarth

In collaboration with a third part consultant, Surrey Wildlife Trust Ecology Services and the University of Surrey, the Company funded a research project to demonstrate how artificial intelligence and satellite data can be used to map and monitor the progress and results of habitat management plan

The research project was implemented at Corriegarth and consisted of integrating ecological field surveys with machine learning techniques and multi-temporal satellite imagery, delivering robust and repeatable habitat maps. These methods enabled accurate identification of both intact and degraded peatland areas, provided reliable assessments of habitat condition, and established a strong foundation for evidence-based environmental management.

Social

Supporting worker safety and fair employment on the Group's sites

Worker safety is a top priority for the Group. The Group also recognises the need for people to be paid fairly for the work they do and to have appropriate working conditions. In prioritising these elements, it supports the local communities in which its wind farms operate, ensuring the long term viability of its operations.

The Group achieves this through a range of activities, including:

·          complying with all applicable laws relating to employment, occupational health and safety, human rights, prevention of human trafficking and modern slavery, public safety and security and community matters, including the Wind Turbine Safety Rules;

·          implementing health and safety best practices through wind farm specific health and safety policies, project management, contractual arrangements, staff training and stakeholder education;

·          assessing and monitoring health and safety practices through wind farm specific risk identification and prevention activities; and

·          reporting on key health and safety data regularly, with escalation and rapid response procedures in place in case of emergency.

During the year, these activities included:

·          589 regular safety checks carried out by the operations and maintenance service providers at all wind farms;

·          safety walks by the Investment Manager's team at 40 wind farms;

·          independent health and safety audits by accredited professionals at 20 wind farms and 2 O&M partners;

·          HV audits at 4 wind farms; and

·          Emergency Response Plan exercises at 5 wind farms.

The Group's focus on prevention arises out of a culture of transparent reporting, collaboration, and best practice. Identifying both hazards and analysing the causes of incidents is a key risk mitigant.

On 5 February 2026, the Board established an Asset Operations Committee, which amongst other things, discusses health and safety performance and issues across the wind farm portfolio. Details of the committee can be read in the Corporate Governance report below and its terms of reference can be found on the Company's website.

As a member of Renewable UK, the UK's leading wind energy trade association, the Company is keen to work with other stakeholders to develop the industry further including on health and safety. In addition, the Investment Manager is an active member of SafetyOn, the UK's leading health and safety focused organisation for the onshore wind industry. With the increase in offshore wind capacity in the Company's portfolio, the Investment Manager also became a member of G+ in April 2023, to help ensure industry best practice for offshore wind assets

Supporting the communities around the Group's wind farms

It is important that the wind farms are truly part of the community. The Group's approach aids long term support by local communities for wind farms in the UK, which ultimately enables the continued growth of the industry.

The Group cares about the communities around its wind farms and engages with local communities to ensure respect for land and access rights and that its wind farms are managed in accordance with planning permissions.

The Group holds regular dialogue with community funds and provides financial support to local groups through community benefit schemes that fund local projects.

These funds help deliver a range of services, from improving local amenities and infrastructure to aiding educational projects for local schools.

In 2025, the Group provided £6.7 million to community funds. Clyde also celebrated a landmark achievement of providing over £20 million of funding since 2012 through local and regional community benefit funds to over 1,000 community projects across Scotland's southern uplands.

Health and safety is an integral part of the Group's culture; the safety of all those affected by the portfolio's operations is paramount.

Governance

The Board and the Investment Manager believe in the value of embedding robust governance practices and oversight of ESG matters relevant to the Company. This is important for maintaining the confidence of investors and in continuing to deliver on our promise of long term returns. Material governance matters considered include the adherence of suppliers to responsible business standards, the diversity and experience of its Board, and the robust management of data integrity and security.

Ensuring key service providers adhere to the Group's expectations of responsible business practices

As the renewables sector expands, demand for raw materials, resources and labour to support this development continue to grow, and the sustainability risks present in this global supply chain evolve. We strive to ensure our high ESG standards and values are consistently applied across the supply chain supporting our investments.

In 2024, the Investment Manager updated its Supplier Code of Conduct to ensure that its suppliers adhere to its definition of good governance and align with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights. The Investment Manager's team rolled out the updated Code of Conduct to key service providers to the Company and in 2025 all of the Group's key service providers either adopted the Code or demonstrated equivalent commitments.

Case Study - Health and safety in the Group

In June 2025, the Investment Manager carried out an immersive training day for over 10 of the Group's key O&M partners, to reinforce the importance of Health and Safety in higher risk asset environments due to inherent hazards, such as working with electricity systems and at heights. Using realistic accident reenactments and discussion-based learning between facilitators, partners management and staff, the session showed how stress, project delivery pressure and a poor safety culture that tolerates shortcuts can trigger serious accidents.

The Group's O&M partners found the day highly valuable.

The health & safety training day delivered clear benefits for the Group and its key partners. By delving into the full life cycle of risk management, from the trigger through to preventative measures, it demonstrated the importance of proactive risk management, reinforced safety behaviours and emphasised our high standards to service providers. It resulted in a truly impactful training session which underpins the Group's steadfast approach to health and safety, and upholding a best-in-class operational culture.

'Everyone was encouraged to get involved, and the actors really did a good job at making everything seem real. Very hard hitting as you see the effects of an accident from lots of different perspectives and it really emphasises how important health and safety is at all levels within a business.' (Siemens Gamesa Renewable Energy attendee)

Diversity

The Board has a policy to base appointments on merit and against objective criteria, with due regard for the benefits of diversity, including both gender and ethnic diversity. Its objective is to attract and maintain a Board that, as a whole, comprises an appropriate balance of skills and experience.

The Board consists of individuals from relevant and complementary backgrounds offering experience in the investment management of listed funds, as well as in the energy sector from both a public policy and a commercial perspective. As at the date of this report, the Board comprised 2 men and 4 women, all non-executive Directors who are considered to be independent of the Investment Manager and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. Currently, the Chairman and Audit Committee Chairman positions are both held by women.

The Board recognises the importance of an inclusive and diverse Board in facilitating a collaborative culture and enhancing the delivery of the Company's strategic objectives and is compliant with gender and ethnicity guidelines for UK companies.

	Number of Board members in scope	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair) 1
Men	2	33%	1
Women	4	67%	2
Not specified/prefer not to say	-	-	-

¹ The positions of CEO and CFO are not applicable to the Company as an externally managed investment fund. Senior Board positions will continue to be reviewed.

	Number of Board members in scope	Percentage of the Board	Number of senior positions on the Board (CEO, CFO,  SID and Chair)1
White British or other White (including minority-white groups)	5	83%	3
Mixed/Multiple Ethnic Groups	-	-	-
Asian/Asian British	-	-	-
Black/African/Caribbean/ Black British	-	-	-
Other ethnic group, including Arab	1	17%	0
Not specified/prefer not to say	-	-	-

¹ The positions of CEO and CFO are not applicable to the Company as an externally managed investment fund. Senior Board positions will continue to be reviewed.

The above information is based on voluntary self declaration from the Directors in response to questions on gender identification and ethnicity groups (as outlined by the FCA) directors considered themselves to fall within.

The Investment Manager operates an equal opportunities policy.

Detailed disclosure on the Company's governance structure and activities can be found in the Corporate Governance Report on below and in the TCFD Governance section below.

The Company strives to maintain the highest standards of corporate governance and effective risk identification and management at both Group and wind farm level. The Company supports the recommendations of the TCFD and refers to them for guidance on addressing climate related risks and opportunities across the Group and enhancing our disclosure.

These disclosures are categorised between the 4 thematic areas as recommended by the TCFD.

Governance

Board oversight and the role of the Investment Manager

The Board is responsible for the determination of the Company's Investment Objective and Investment Policy. It also oversees the management of the Company and its investments, including ESG and climate related risks and opportunities. The Board also delegates the day-to-day management of the business, including management of ESG matters, to the Investment Manager.

The Audit Committee also considers the Company's climate related disclosures in its Annual Report and Financial Statements.

As discussed in the Corporate Governance Report, the Board and the Investment Manager meet regularly and discuss risk management. Climate related risks are covered during these discussions, as they naturally arise from the Group's underlying investments and the Company's significant role in the decarbonisation of the UK economy. A formal risk matrix is maintained by the Investment Manager and reviewed and approved by the Board on an annual basis.

In addition, the Investment Manager has its own ESG Committee that meets regularly to discuss ESG and climate related risks relating to the Group and other funds it manages. This committee has implemented an ESG Policy that looks to establish best practice in climate related risk management, reporting and transparency. Matt Ridley sits on this ESG Committee and therefore remains well informed and involved with ESG and climate related discussions, which may impact the Company. Representatives from the Investment Manager also sit on all of the boards of the wind farm companies, which meet quarterly and discuss ESG and climate related risk management.

Strategy

The Board understands that climate change poses risks and opportunities to the Company.

As the leading listed renewable infrastructure fund, invested in UK wind farms, the Company plays a significant role in the UK renewables industry. Overall, the Board believes that the decarbonisation of the UK economy will continue to present a significant investment opportunity and the size of the Company's growth will be related to the success of the sector and the engagement of its stakeholders. The Company is committed to its strategy and Investment Policy of investing in operating wind assets to benefit from this opportunity. The Company also recognises, however, that there are short term and medium to long term risks that could impact its future financial performance. The Company seeks to manage these risks to mitigate potential impact.

The tables below summarise the principal opportunities and risks identified by the Company and details, where relevant, how it manages the risks or opportunities.

Opportunities

Category	Climate issue	Opportunities	Company consideration
Transition	Increased demand for renewable energy generation	Increasing ambition of corporate and Government Net Zero targets could lead to a material increase in the procurement of renewable energy by businesses and consumers. Moreover, companies are increasingly required to demonstrate their commitment to reducing their carbon footprints, which may increase the demand for corporate PPAs.	The Board considers that the decarbonisation of the UK economy will continue to present a significant investment opportunity in the short and medium term (0-15 years) and the size of the Company's growth will be related to the success of the sector and the engagement of its stakeholders.

Risks

Category	Climate issue	Risk	Company consideration
Transition	Retrospective changes to policies providing financial support to renewable energy	There is a risk that the UK Government could make further retrospective changes in its financial support for the renewable energy sector such as ROCs, network charges and carbon price floors. Retrospective changes to such financial support could decrease portfolio revenues and increase operating costs making the technology less commercially viable.	While the Board acknowledges the outcome of the RO inflation indexation scheme, it considers the likelihood of any further material retrospective policy to be low in the short term (less than 5 years). To manage any such risk, the Board and Investment Manager keep themselves abreast of developments in international and national support for renewable energy as well as their impact and, where possible, respond to changes when and if they happen. Further, the Investment Manager actively engages, in consultation with both industry and government, on such matters.
Transition	Increased renewable generation capacity reduces power prices	It is possible that the deployment of new renewable energy generation capacity, required to meet future UK and global emission reduction targets, could reduce the power prices captured by the Group's portfolio investments resulting in reduced revenues.	The Board considers there to be limited potential impact on the Company from fluctuating power prices due to the nature of the portfolio's cashflows, which are both fixed and merchant and that the power price forecasts used take account of future build out of renewable energy generation and associated capture rates. The Group's dividend policy has also been designed to withstand significant short term variability in generation or power price capture.
Physical	Increase in extreme weather events	The UK has witnessed an increase in extreme weather events including flooding, heatwaves and storms including high wind speeds in recent years. Extreme weather events have the potential to disrupt portfolio operations impacting cash flows, and to damage assets resulting in increased operating costs or insurance premiums.	The Company considers the impact of such risks to its portfolio to be low. The current portfolio of wind farms is designed to withstand extreme weather conditions and to take advantage of weather systems such as increased wind speeds. In addition, wind turbines are designed to shut down in the event that wind speeds exceed very high speeds to protect them from damage. The Investment Manager does not consider an increase in flooding to pose significant issues to the Company's portfolio as onshore wind turbines are not typically located in areas prone to flooding. To mitigate risk of damage from extreme weather events, the Company procures property damage and business interruption insurance should operations be disrupted, or assets be damaged. In 2025, the Investment Manager engaged an external technical specialist to analyse projected future wind speeds and assess their potential impacts on the Company. However, given the level of uncertainty and variability within climate projections, the analysis did not yield conclusive results. The Investment Manager will continue to explore this body of work as it develops.

Climate scenarios

The Company recognises the requirement under the TCFD for considering the resilience of its strategy under different climate related scenarios, including a 2°C or lower increase scenario. The Board has also considered the potential impact of a high transition risk scenario on its strategy and sets out high level conclusions below. The scenarios were developed by a market leading consultant.

To meet the FCA's product level TCFD disclosure requirements, the Company will publish a separate report on its website before 30 June 2026. This will include information relating to an assessment of the potential impacts of specific transition scenarios as listed in the FCA Handbook.

High transition risk scenario

Transition risks are those associated with the pace and extent at which society adapts and mitigates the risk of climate change. Transition risks can occur when moving to a greener economy has adverse impacts on certain sectors, due to policy, legal, market or technological shifts. The Board and the Investment Manager continue to believe that the key factor that could impact the Company in the transition to a lower carbon economy is the variability of long term prices for wholesale electricity. In a lower carbon economy, where considerable build-out of renewable generation capacity will be required, there is a risk that the power price received by the Group's portfolio could be negatively impacted, depending on how successful the Government is in implementing its plan and depending on future electricity market design.

The Investment Manager has assessed the potential impact of a high transition risk scenario using a third party Net Zero model built by leading power market experts. The model sets out how electricity prices and the market may develop in line with meeting the legislated target of Net Zero emissions by 2050, including current and future policy implementation to achieve carbon neutrality, technological developments and commodity price forecasts for a global outlook.

In this high transition risk scenario where global temperature increases are limited to only 1.5°C to 2°C (most typically associated with Net Zero), it is assumed that the UK Government is successful in implementing its plan in its entirety. In this scenario, the long term power price is lower than the base case used to calculate the Company's NAV. The lower long term power price, provided by a leading market consultant, reflects the wider deployment of low marginal cost renewable generation capacity, partially offset by the expected increase in electrification of transport and heat and the build-out of data centres. Modelling the lower long term power price would equate to approximately a 17 pence reduction in NAV per share.

The base case long term power price assumes significant renewable generation and other measures to reduce carbon emissions and represents the independent consultant's best estimate of likely outturn. The high transition risk scenario assumes further measures. The precise effect on power price of any measures (in the base case and in the high transition risk scenario) is highly uncertain and is highly dependent on future electricity market design. The high transition risk scenario also assumes no other offsetting factors.

High physical risk scenario

Physical risks may consist of acute physical risk, which can refer to event driven perils including increased severity and frequency of extreme weather events, and chronic physical risk, which can refer to longer term shifts in climate patterns that cause sea level rises, heat waves, droughts and desertification.

The Board and the Investment Manager continue to believe that a scenario where global temperature increases are significantly higher than 2°C (a high physical risk scenario) would not lead to any significant physical risk to the Group's wind farms, which are designed to operate in extreme weather conditions and are typically not located in areas prone to flooding and insurance and business continuity plans are in place to manage such an event, should it occur.

In the medium to long term, the Board and the Investment Manager recognise that there is a risk that weather systems may change as a result of climate change scenarios, but do not believe it is possible, at this time, to determine whether this would impact the Group positively or negatively. During 2025, the Investment Manager commissioned an external consultant to undertake a physical risk assessment of the Investment Manager's global portfolio, excluding offshore wind. This work evaluates the potential exposure of assets to key climate hazards under multiple future climate scenarios, using the Shared Socioeconomic Pathways from the International Panel on Climate Change. The analysis considers how these scenarios across future time horizons (2030 and 2050) could affect asset performance. However, given the level of uncertainty and variability within climate projections, the analysis did not yield conclusive results. The Investment Manager will continue to explore this body of work as it develops.

Risk Management

As a full scope UK AIFM, the Investment Manager has established a Risk Management Committee that meets on a quarterly basis to discuss, amongst other matters, the risk framework of the Group and investee companies including processes for identifying, assessing and managing climate related risks. The Company's risk matrix, reviewed and approved by the Board, includes climate related risks.

All risks identified, including climate related risks are assessed based on likelihood, impact and mitigation. The risk assessment is carried out on a qualitative basis by the Investment Manager, although consideration is given to how quantitative measures can be used to support climate related risk assessment. The risk matrix is then presented to the Board for discussion and approval on an annual basis.

As mentioned above, climate related risks can be classified into two broad categories: (i) risks associated with the transition to a decarbonised economy; and (ii) risks associated with the physical impacts of climate change.

The table on below aims to summarise the most material transition and physical risks associated with climate change and the extent to which the Board considers the impact high or low, based on exposure and mitigation actions.

To ensure strong performance and risk mitigation, the Group has specific oversight on environmental and social issues including climate change. It reinforces this oversight with a range of activities, including:

·          appointing at least one senior representative from the Investment Manager to the boards of the wind farm companies to ensure monitoring and influence of both financial and ESG performance, including climate related risks and opportunities; and

·          carrying out due diligence during the acquisition of new wind farms in accordance with the Investment Manager's established procedures and ESG Policy, which requires an analysis of climate issues.

The Investment Manager's Investment Committee comprises experienced senior managers. Whilst making investment decisions, due consideration is given to climate related risks as well as to opportunities identified during due diligence.

Metrics and Targets

The world continues to face a serious climate challenge, and the UK is taking an active role as a global leader in greenhouse gas emissions reduction.

The Government's Net Zero strategy includes:

·          complete decarbonisation of the electricity sector by 2035;

·          50GW of offshore wind capacity by 2030;

·          70GW of solar PV capacity by 2035;

·          10GW of low carbon hydrogen production capacity by 2030;

·          24GW of nuclear capacity by 2050;

·          capture and store 20-30 MtCO2 per year by 2030; and

·          electrification of transportation (thus increasing demand for electricity).

The Group supports this strategy by allowing developers and utilities to recycle their capital, and by demonstrating the attractive long term returns in the industry through its prudent management of wind farms, thereby reducing the cost of capital and increasing the potential for further construction of renewable energy capacity and the decarbonisation of the economy.

Renewable energy generators avoid CO2 emissions on a net basis at a rate of approximately 0.4t CO2 per MWh. Given the size of the Group's investment portfolio on 31 December 2025, the portfolio's contribution to reducing future CO2 emissions is approximately 2.3 million tonnes per annum. The portfolio is also generating sufficient electricity to power 2.1 million homes per annum in the future, at 2.7MWh per home.

Metric	Definition	Scope	Year ended 31 December 2025 Value	Year ended 31 December 2024 Value
Total carbon emissions	The absolute greenhouse gas emissions of a portfolio, expressed in tonnes CO2e1	Scope 1	214	262
		Scope 2 (location based)	2,227	1,969
		Scope 2 (market based)	830	731
		Scope 3	25,132	19,047
Carbon footprint	Total carbon emissions for a portfolio normalised by the market value of the portfolio, expressed in tonnes CO2e/£M invested2	Scope 1 & 2	0.2	0.2
		Scope 3	4.89	3.3
		Total (1, 2 & 3)	5.09	3.5
Weighted Average Carbon Intensity (WACI)	Portfolio exposure to carbon-intensive companies, expressed in tonnes CO2e/£M revenue2	Scope 1 & 2	1.11	6
		Scope 3	30.36	67
		Total (1, 2 & 3)	31.47	73
Activity based carbon intensity	Total carbon emissions for a portfolio normalised by the renewable electricity generation of the portfolio, expressed in tonnes CO2e/MWh	Scope 1 & 2	0.0002	0.00023
		Scope 3	0.0050	0.00374
		Total (1,2 & 3)	0.0052	0.00397

⁽¹⁾ Carbon emissions are measured in line with the industry standard Greenhouse Gas Protocol based on an equity control approach, meaning emissions from the Group's operations are weighted according to the Group's proportionate ownership of its SPV investments. Scope 3 emissions are the result of activities from assets not owned or controlled by the Group, but that the Group indirectly impacts in its value chain. Scope 3 emissions include all sources not within the Group's Scope 1 and 2 boundary and include, inter alia, emissions arising from the construction of each wind farm acquired in the year, including those emissions associated with the manufacturing and transport of all equipment and material, before the wind farm was commissioned, as well as the expected spare part provision throughout its lifetime.

⁽²⁾ Calculations for metrics can be found in the EU SFDR disclosures below

⁽³⁾ Calculated using data from https://www.ncbi.nlm.nih.gov/pmc/articles/PMC6686152/#sec3title. The carbon payback period of 5 months includesonshore and offshore wind farms.

It is the Investment Manager's view that Scope 3 emissions are less meaningful given the Company's strategy of investing in UK wind farms for the duration of their asset lives. Furthermore, recognising a wind farm's construction and whole life operating emissions in the year the Group acquires it is potentially misleading as it both overestimates carbon emissions in the year of acquisition and underestimates carbon emissions generated in every other year.

The carbon payback of a wind turbine, how quickly it offsets the emissions generated during its manufacture, transportation and on-site construction, is an indicator of its contribution to accelerating energy transition. At current rates, the carbon payback period for a typical wind farm is around 5 months, which is just 2 per cent of the average lifespan of a wind turbine (3).

The carbon payback period of 5 months includes onshore and offshore wind farms. The results of the study suggested that offshore wind farms typically had a lower carbon payback period than onshore wind farms. However, the study also cited that a larger sample size of offshore wind farm locations would be required to consolidate this conclusion. This estimate is additionally supported by this recent life-cycle assessment.

Targets

The Company has not set a carbon emissions reduction target. It commits to continuing to invest solely in operating wind power generation assets and to continue growing its renewable energy generation and generating capacity to support the transition to a Net Zero economy.

Metrics and Targets

The Investment Manager has been a signatory to the Net Zero Asset Managers (NZAM) initiative since 2021. Following NZAM's comprehensive review and the publication of its updated Commitment Statement in October 2025, which revised the expectations placed on signatories, the Investment Manager continues to meet these expectations. However, it is now incorporated within the Schroders Group's signatory status to NZAM. This change reflects the Investment Manager's integration within the wider Group. While the Investment Manager is now reported under the Group's consolidated NZAM signatory status, it continues to uphold the principles of the initiative internally, maintain its independently set climate targets, and operate its own assessment and stewardship processes.

In 2022, the Investment Manager established a Net Zero target, formalising a commitment to cut the intensity of its Scope 1 and 2 emissions by 50 per cent by 2030. With support from the Investment Manager, the Company will work to develop a plan in line with evolving UK requirements in this regard, including how it intends to reduce its carbon footprint to support the Investment Manager's commitment whilst, most importantly, continuing to grow its portfolio and avoid carbon emissions as a result of its generation activities.

UK Sustainability Disclosure Requirements (SDR)

In 2023, the FCA published its final rules regarding Sustainability Disclosure Requirements (SDR) which came into force in stages during 2024. The Investment Manager established processes to ensure the Anti-Greenwashing Rule is met. In addition, the Company adopted the Sustainability Focus label in 2024, which signifies the Company's commitment to investing in assets that prioritise sustainability for people and the planet. The Company's detailed Product Level Sustainability report showcasing how it has delivered on its sustainability claims related to the label can be found on below..

EU Sustainable Financial Disclosure Regulation (SFDR)

The Company became Article 9 qualified under EU SFDR in 2022 and makes sustainability related disclosures in the financial services sector. Through its Investment Policy of investing in UK wind farms predominately with a capacity over 10MW, the Company contributes to the environmental objective of climate change mitigation that helps to facilitate the transition to a low carbon economy. Detailed Annex V disclosures and the Company's principal adverse impacts statement can be found on below.

ESG Report

The Company publishes an annual standalone ESG Report. This provides further information on how the Group approaches responsible investment and ESG matters in addition to further case studies and ESG performance. The Company's ESG Report for 2025 will be published on its website in April 2026.

On behalf of the Board

Lucinda Riches C.B.E. Chairman

25 February 2026

Board of Directors

As at the date of this report, the Board comprises 6 individuals from relevant and complementary backgrounds.

The Directors are of the opinion that the Board as a whole comprises an appropriate balance of skills, experience and diversity. The Directors of the Company who were in office during the year and up to the date of signing the financial statements are listed below.

Lucinda Riches C.B.E., Chairman of the Board (appointed 1 May 2019)

Lucinda Riches C.B.E. (Chairman) brings significant financial and capital markets experience, having advised public companies on strategy, fundraising and investor relations for many years. She also brings extensive experience as a public company non‑executive Director across a variety of businesses, including FTSE 100 companies.

Lucinda worked at UBS and its predecessor firms for 21 years until 2007 where she was a Managing Director, global head of Equity Capital Markets and a member of the board of the investment bank. She is Chairman of Peel Hunt Limited, Senior Independent Director and Chair of the Remuneration Committee of Kingfisher Plc and a non-executive Director of LGT Capital Partners Group Holding Ltd. Until 2025 she was non-executive Director and Chair of the Remuneration Committee of Ashtead plc and until 2021 a non-executive Director of CRH plc. Previously she was also a non-executive Director of UK Financial Investments and The Diverse Income Trust plc. In addition she was Senior Independent Director of The British Standards Institution and ICG Enterprise Trust plc.

She was awarded a C.B.E. in 2017 for her services to financial services, British industry and to charity.

Caoimhe Giblin, Chairman of the Audit Committee (appointed 1 September 2019)

Caoimhe Giblin (Director and Audit Committee Chairman) has extensive experience in the electricity industry sector and is currently Co Chief Executive Officer at ElectroRoute, an energy trading company which is part of the Mitsubishi Corporation group of companies.

Prior to that, Caoimhe was Director of Finance for SSE Renewables where she had responsibility for the financial activities of SSE's significant on and offshore wind development and construction portfolio. Prior to this, Caoimhe held various roles in the Corporate Finance department at Airtricity where she gained significant experience of corporate acquisitions and disposals, equity fundraising, project finance, debt financing and managed the company's corporate valuation process.

Caoimhe qualified as a Chartered Accountant with KPMG and spent the early part of her career focusing on providing corporate finance due diligence, internal audit and risk management services. Caoimhe is a Fellow of Chartered Accountants Ireland and has a BA in Accounting & Finance and an MBS in Accounting from Dublin City University. Caoimhe also holds a Diploma in Company Direction from the Institute of Directors, of which she is a member.

Nick Winser C.B.E. Senior Independent Director (appointed 1 January 2022)

Nick Winser C.B.E. (Senior Independent Director) has a 30 year career in the energy sector which included being CEO of National Grid across UK and Europe, President of the European Network of Transmission System Operators for Electricity and CIGRE UK Chairman. Nick was previously the Chairman of Energy Systems Catapult and was appointed Chairman of the Advisory Board for the Energy Revolution ISCF programme in 2018. He was appointed Electricity Network Commissioner by the Government in summer 2022 and is Energy Commissioner at the National Infrastructure Commission. During 2024, Nick was appointed as a Commissioner of the Clean Power 2030 Commission and had taken an advisory role with the Gas and Electricity Markets Authority.

Nick is a Fellow of the Institute of Engineering and Technology, serving as its President in 2017/18 and is a Fellow of the Royal Academy of Engineering. Nick is also former Chairman of the MS Society and a former member of the Board of the Kier Group.

Jim Smith (appointed 1 May 2023)

Jim Smith (Director) is the former Managing Director of SSE Renewables with 34 years' experience within the electricity industry at SSE. Since retiring from full time employment in 2022 he has transitioned into a number of part time roles and is Chair of Inverness & Cromarty Firth Green Freeport Ltd, Chair of Renewable Parts Ltd and non‑executive Director of Reventus Power Ltd.

Jim's early career in SSE was in development, construction and operations in both hydro and gas fired generation where he became Station Manager at Peterhead Power Station. He then went on to be Director of Major Projects responsible for the group's major capital infrastructure investments in renewables, thermal generation, gas storage and transmission.

Following SSE's acquisition of Airtricity in 2008, he led offshore wind development and construction before taking responsibility for all wind development and construction. He subsequently was the Managing Director of the group's energy trading business before becoming Managing Director of Generation Operations. Following a restructuring in 2018 Jim became the Managing Director of SSE Renewables with responsibility for the 4GW operational fleet and the development pipeline, taking over 5GW (gross) of projects through financial close prior to his retirement.

Jim is a Mechanical Engineer, trained mediator and a mentor for the MCR Pathways charity.

Abigail Rotheroe (appointed 1 March 2024)

Abigail Rotheroe (Director) is a CFA Charterholder with over 25 years' experience in the investment industry. She brings a recent investment background in ESG and sustainable investing alongside her previous involvement in institutional and retail asset management. Abigail also has deep non-executive experience including that as a public company non‑executive director.

During her career in fund management, Abigail has held positions at Schroder Capital Management, HSBC Asset Management and was a Director of Columbia Threadneedle Investments managing retail and pension fund assets in Asia and Emerging markets. Most recently she was the Investment Director of Snowball Impact Management, responsible for developing the firm's approach to impact investment and measurement.

Abigail is currently a non-executive director of HydrogenOne Capital Growth plc (and Chair of the Remuneration and Management Engagement Committee), Baillie Gifford Shin Nippon plc (and Chair of the Nomination Committee) and Templeton Emerging Markets Investment Trust plc. She is a member of the Investment Advisory Committee of WHEB Asset Management LLP, is an investment committee member for the Joseph Rowntree Charitable Trust and the Robertson Trust and has sat on the CFA UK's Impact Investing Certificate expert panel, from its inception to the creation of the certificate.

Taraneh Azad (appointed 1 February 2025)

Taraneh Azad (Director) is the Chief Commercial Officer of Paratus. Prior to joining Paratus, Taraneh was the Managing Partner and Chief Investment Officer at Systemiq, where she has been instrumental in transforming the company into a resilient, agile, and trusted system change organisation. With over 25 years of experience in finance, commercial, and business development, Taraneh has held senior positions at Goldman Sachs, Morgan Stanley, Hartree Partners, and TXU Europe in the energy sector. In these roles, she primarily collaborated with corporates and sovereigns across Europe and the Middle East, focusing on energy price risk management.

Taraneh's career began with international development works for projects of the European Union and the United Nations, showcasing her commitment to global progress from the outset. Fluent in German, English, and Persian, she has had the opportunity to work in numerous countries around the world, further enriching her diverse professional background. At Systemiq, she advises companies across Europe and the Middle East on sustainability and energy transition, leveraging her extensive experience and expertise.

Other UK Listed Public Company Directorships

In addition to their directorships of the Company, the below Directors currently hold the following UK listed public company directorships:

Lucinda Riches C.B.E.
Peel Hunt Limited
Kingfisher PLC Abigail Rotheroe Templeton Emerging Markets Investment Trust plc HydrogenOne Capital Growth plc Baillie Gifford Shin Nippon plc

The Directors have all offered themselves for re-election and resolutions concerning this will be proposed at the 2026 AGM.

Conflicts of Interest

The Directors have declared any conflicts or potential conflicts of interest to the Board which has the authority to approve such situations. The Company Secretary maintains the Register of Directors' Conflicts of Interests which is reviewed bi-annually by the Board and when changes are notified. The Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts.

In accordance with Provision 9 of the AIC Code, the appointment of any Director has included consideration of the time they have available to the role. Any additional external appointments will be submitted by Directors to the Board for consideration with respect to any conflicts arising or time commitment concerns relating to over-boarding guidelines before approval before the appointment is accepted. The Investment Manager is also engaged on occasion to assist in determining potential conflicts arising from external appointments.

Report of the Directors

The Directors present their Annual Report, together with the consolidated financial statements of Greencoat UK Wind PLC for the year to 31 December 2025. The Corporate Governance Report forms part of this report.

Details of the Directors who held office during the year and as at the date of this report are given above.

Capital Structure

The Company has one class of ordinary shares which carry no rights to fixed income. Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all of its liabilities, the shareholders are entitled to all of the surplus assets of the Company.

Shareholders will be entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each ordinary share held.

Authority to Purchase Own Shares

The current authority of the Company to make market purchases of up to 14.99 per cent of its issued share capital expires at the conclusion of the 2026 AGM. Special resolution 17 will be proposed at the forthcoming AGM seeking renewal of such authority until the next AGM (or 30 June 2027, whichever is earlier). The price paid for the shares will not be less than the nominal value or more than the maximum amount permitted to be paid in accordance with the rules of the UK Listing Authority in force at the date of purchase. This power will be exercised only if, in the opinion of the Directors, a repurchase would be in the best interests of shareholders as a whole. Any shares repurchased under this authority will either be cancelled or held in treasury at the discretion of the Board for future resale in appropriate market conditions.

The Directors believe that the renewal of the Company's authority to purchase shares, as detailed above, is in the best interests of shareholders as a whole and therefore recommend shareholders to vote in favour of special resolution 17.

The Directors also recommend shareholders to vote in favour of resolutions 14, 15 and 16, which renew their authority to allot equity securities for the purpose of satisfying the Company's obligations to pay the Equity Element of the Investment Manager's fee, and also their authority to allot equity securities for cash either pursuant to the authority conferred by resolution 14 or by way of a sale of treasury shares.

Major Interests in Shares

Significant shareholdings as at 13 February 2026 are detailed below.

Shareholder	Ordinary shares held %
	13th February 2026
Hargreaves Lansdown Asset Management	7.06
Rathbone Investment Management	6.95
Interactive Investor	5.89
Schroder Investment Management	5.12
Newton Investment Managaement	4.61
BlackRock Investment Management - Index	3.53

Significant shareholdings as at 31 December 2025 are detailed below.

Shareholder	Ordinary shares held %
	31 December 2025
Rathbone Investment Management	7.37
Hargreaves Lansdown Asset Management	6.62
Interactive Investor	5.46
Schroder Investment Management	4.87
Newton Investment Management	4.35
BlackRock Investment Management	4.00
Charles Stanley	3.04

Companies Act 2006 Disclosures

In accordance with Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 the Directors disclose the following information:

·    the Company's capital structure is detailed in note 16 to the financial statements and all shareholders have the same voting rights in respect of the share capital of the Company. There are no restrictions on voting rights that the Company is aware of, nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights;

·    there exist no securities carrying special rights with regard to the control of the Company;

·    the Company does not have an employees' share scheme;

·    the rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and the Companies Act 2006;

·    there exist no agreements to which the Company is party that may affect its control following a takeover bid;

·    there exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur because of a takeover bid; and

·    the Directors' responsibilities pursuant to Section 172 of the Companies Act 2006, as detailed in the Strategic Report.

Investment Trust Status

The Company has been approved as an investment trust under sections 1158 and 1159 of the Corporation Taxes Act 2010. As an investment trust, the Company is required to meet relevant eligibility conditions and ongoing requirements. In particular, the Company must not retain more than 15 per cent of its eligible investment income. The Company has conducted and monitored its affairs so as to enable it to comply with these requirements.

Diversity and Business Review

A business review is detailed in the Investment Manager's Report and the Group's policy on diversity is detailed in the Strategic Report.

Directors' Indemnity

Directors' and Officers' liability insurance cover is in place in respect of the Directors. The Company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement is given in their favour by the Court.

Except for such indemnity provisions in the Company's Articles of Association and in the Directors' letters of appointment, there are no qualifying third party indemnity provisions in force.

Streamlined Energy Carbon Reporting

As the Group has outsourced operations to third parties, there are no significant greenhouse gas emissions to report from the operations of the Group. The Group qualifies as a low energy user and is therefore exempt from disclosures on greenhouse gas emissions and energy consumption. 

The underlying assets of the Group's investee companies are renewable energy generators which avoid CO₂ emissions on a net basis (at a rate of approximately 0.4t CO₂ per MWh and approximately 2.3 million tonnes per annum given the size of the Group's investment portfolio as at 31 December 2025).

Further details of the portfolio's Scope 1, Scope 2 and Scope 3 greenhouse gas emissions can be found in the Strategic Report.

Risks and Risk Management

The Group is exposed to financial risks such as price risk, interest rate risk, credit risk and liquidity risk and the management and monitoring of these risks are detailed in note 19 to the financial statements.

Independent Auditor

The Directors will propose the reappointment of BDO LLP as the Company's Auditor and resolutions concerning this and the remuneration of the Company's Auditor will be proposed at the 2026 AGM.

So far as each of the Directors at the time that this report was approved are aware:

·    there is no relevant audit information of which the Auditor is unaware; and

·    they have taken all the steps they ought to have taken to make themselves aware of any audit information and to establish that the Auditor is aware of that information.

Annual Accounts

The Board is of the opinion that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the position, performance, strategy and business model of the Company.

The Board recommends that the Annual Report, the Report of the Directors and the Independent Auditor's Report for the year ended 31 December 2025 are received and adopted by the shareholders and a resolution concerning this will be proposed at the 2026 AGM.

Dividend

The Board recommended an interim dividend of £55.9 million, equivalent to 2.59 pence per share with respect to the 3 month period ended 31 December 2025, bringing total dividends with respect to the year to £226.8million, equivalent to 10.35 pence per share as disclosed in note 8 to the financial statements.

Subsequent Events

Significant subsequent events have been disclosed in note 22 to the financial statements.

Strategic Report

A review of the business and future outlook, going concern statement and the principal risks and uncertainties of the Group have not been included in this report as they are disclosed in the Strategic Report.

On behalf of the Board

Lucinda Riches C.B.E.

Chairman

26 February 2025

Directors' Remuneration Report

This report has been prepared by the Directors in accordance with the requirements of the Companies Act 2006 and the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008. A resolution to approve the Directors' Remuneration Report will be proposed at the 2025 AGM. At the AGM on 24 April 2025, shareholders voted 99.61 per cent in favour to approve the Directors' Remuneration Report for the year ended 31 December 2024.

The Company's Auditor is required to give their opinion on the information provided on Directors' remuneration in this report and this is explained further in its report to shareholders. The remainder of this report is outside the scope of the external audit.

Remuneration Policy

As at the date of this report, the Board comprised 6 Directors, all of whom are non executive. The Board does not have a separate Remuneration Committee as, being wholly comprised of non executive Directors, the whole Board considers these matters.

At the AGM on 28 April 2023, shareholders voted 99.78 per cent in favour to approve the Company's Remuneration Policy, which is put to a vote by shareholders every 3 years. The details of the Company's Remuneration Policy are set out in full below. The Company's Remuneration Policy will be put to a vote by shareholders at the 2026 AGM.

Each Director receives a fixed fee per annum based on their roles and responsibility within the Company and the time commitment required. It is not considered appropriate that Directors' remuneration should be performance related and none of the Directors are eligible for pension benefits, share options, long term incentive schemes or other benefits in respect of their services as non-executive Directors of the Company.

The Company's Articles of Association empower the Board to award a discretionary bonus where any Director has been engaged in exceptional work on a time spent basis to compensate for the additional time spent over their expected time commitment.

The Articles of Association provide that Directors retire and offer themselves for re-election at the first AGM after their appointment and at least every 3 years thereafter. However, in accordance with the AIC Code, the Directors are required to be re-elected annually. All of the Directors have been provided with letters of appointment for an initial term of 3 years and for each 3 year term thereafter, which are subject to annual re-election in accordance with the AIC Code. The following table outlines the effective date and expiry date of each of the Directors' current letters of appointment:  

	Effective date of current appointment letter	Expiry date of current appointment letter
Lucinda Riches C.B.E.	28 April 2023	27 April 2026
Caoimhe Giblin	1 September 2022	31 August 2028
Nick Winser C.B.E.	28 April 2023	27 April 2026
Jim Smith	1 May 2023	30 April 2026
Abigail Rotheroe	1 March 2024	28 February 2027
Taraneh Azad	1 February 2025	31 January 2028

A Director's appointment may at any time be terminated by and at the discretion of either the Director or the Company upon 6 months' written notice. A Director's appointment will automatically end without any right to compensation whatsoever if they are not re-elected by the shareholders. A Director's appointment may also be terminated with immediate effect and without compensation in certain other circumstances. The Board has included malus and clawback clauses to Director appointment letters in line with new requirements of the 2024 UK Corporate Governance Code. Being non-executive Directors, none of the Directors have a service contract with the Company.

The terms and conditions of appointment of non-executive Directors are available for inspection from the Company's registered office.

Annual Report on Remuneration

The Board, which is profiled above, consists solely of non executive Directors and is considered to be independent. The Board considers at least annually the level of the Board's fees, in accordance with the AIC Code. During the year, no changes were made to the basic fees for non-executive directors, the Senior Independent Director, Audit Committee Chairman and Chairman compared with the prior year. Following an internal evaluation which included benchmarking by the Investment Manager, the Board resolved to implement an inflationary uplift in line with the October 2025 CPI rate of 3.6 per cent. The basic fee for non-executive Directors will therefore be increased by £2,459 per annum to £70,759, the fee for the Senior Independent Director and the Audit Committee Chairman will be increased by £2,650 and £2,840 per annum respectively, and the fee for the Chairman will be increased by £4,165 per annum to £119,865, with this increase effective from 1 January 2026.

The level of fees for Directors were benchmarked during the year by the Investment Manager. The Company is the largest independent generator of renewable electricity in the UK. In the last 3 years, the Board and its committees have held 64 meetings.

At the 2026 AGM, the Board will be proposing a resolution to increase the aggregate amount of fees to be paid to Directors per annum to £550,000, up from £500,000, via an amendment to Article 85 of the Company's Articles of Association.

The Directors remain eligible to receive discretionary payments where significant additional work is incurred, however, no discretionary payments were made during the year.

The table below (audited information) shows the total remuneration earned by each individual Director during the current year:

Paid in the year to 31 December 2024	Fixed remuneration	Discretionary remuneration(1)	Total remuneration
Lucinda Riches C.B.E. (Chairman)	£115,700	-	£115,700
Caoimhe Giblin (Audit Committee Chairman)	£78,900	-	£78,900
Nick Winser C.B.E. (Senior Independent Director)	£73,600	-	£73,600
Jim Smith	£68,300	-	£68,300
Abigail Rotheroe	£68,300	-	£68,300
Taraneh Azad (2)	£62,265	-	£62,265
Total	£467,065	-	£467,065

⁽¹⁾ The Directors received no additional discretionary payment during the year.

⁽²⁾ Appointed to the Board with effect from 1 February 2025.

The table below (audited information) shows the total remuneration earned by each individual Director during the prior year:

Paid in the year to 31 December 2024	Fixed remuneration	Discretionary remuneration(1)	Total remuneration
Lucinda Riches C.B.E. (Chairman) (2)	£115,700	-	£115,700
Caoimhe Giblin (Audit Committee Chairman)	£78,900	-	£78,900
Nick Winser C.B.E. (Senior Independent Director) (3)	£73,600	-	£73,600
Jim Smith	£68,300	-	£68,300
Abigail Rotheroe (2)	£57,260	-	£57,260
Martin McAdam (3)	£21,519	-	£21,519
Total	£415,279	-	£415,279

⁽¹⁾ The Directors received no additional discretionary payment during the year.

⁽²⁾ Appointed to the Board with effect from 1 March 2024.

⁽³⁾ Retired with effect from 24 April 2024

The table below (audited information) shows the change in total remuneration earned by each individual Director over prior years:

	2025 % change from prior year (1)	2024	2023	2022	2021
Paid in the year to 31 December 2025		% change from prior year	% change from prior year	% change from prior year	% change from prior year
Lucinda Riches C.B.E. (Chairman) (2)	0%	19%	66%	6%	10%
Caoimhe Giblin (Audit Committee Chairman)	0%	5%	15%	0%	15%
Nick Winser C.B.E. (Senior Independent Director) (3)	0%	8%	24%	100%	n/a
Jim Smith (4)	0%	57%	100%	n/a	n/a
Abigail Rotheroe (5)	19%	100%	n/a	n/a	n/a
Taraneh Azad (6)	100%	n/a	n/a	n/a	n/a
Martin McAdam(7)	n/a	-67%	18%	0%	10%
Shonaid Jemmett-Page 8)	n/a	n/a	-58%	0%	16%
William Rickett C.B.(9)	n/a	n/a	n/a	0%	9%
Tim Ingram (10)	n/a	n/a	n/a	n/a	-100%

⁽¹⁾ Movement in individual Director's salary based on annualised total figures.

⁽²⁾ Appointed as Chairman with effect from 28 April 2023. 

⁽³⁾ Appointed as Senior Independent Director with effect from 28 April 2023. 

⁽⁴⁾ Appointed to the Board with effect from 1 May 2023.

⁽⁵⁾ Appointed to the Board with effect from 1 March 2024.

⁽⁶⁾ Appointed to the Board with effect from 1 February 2025.

⁽⁷⁾ Retired with effect from 28 April 2024.

⁽⁸⁾ Retired with effect from 28 April 2023.

⁽⁹⁾ Retired with effect from 28 April 2022.

⁽¹⁰⁾ Retired with effect from 30 April 2020.

Directors' Interests (audited information)

Directors who held office and had interests in the shares of the Company as at 31 December 2025 are given in the table below. There were no changes to the interests of each Director as at the date of this report.

	Ordinary shares of 1p each held at 31 December 2025	Ordinary shares of 1p each held at 31 December 2024
Jim Smith	100,000	100,000
Caoimhe Giblin	70,000	70,000
Abigail Rotheroe	57,451	57,451
Lucinda Riches C.B.E.	10,000	10,000

Relative Importance of Spend on Pay

The remuneration of the Directors with respect to the year totalled £467,065 (2024: £415,279) in comparison to dividends paid or declared to shareholders with respect to the year of £226,782,866 (2024: £226,828,614) and the cost of share buybacks of £108,540,000 (2024: £81,574,856). This is 0.2 per cent (2024: 0.2 per cent) of dividends paid or declared and 0.4 per cent (2024: 0.5 per cent) of the cost of share buybacks.

Company Performance

Due to the positioning of the Company in the market as a sector focused infrastructure fund investing in UK wind farms to produce stable and inflating dividends for investors while aiming to preserve capital value, the Directors consider that a listed infrastructure fund has characteristics of both an equity index and a bond index. The following graph shows the TSR of the Company compared to the FTSE 250 index and the Bloomberg Barclays Sterling Corporate Bond Index:

On behalf of the Board

Lucinda Riches C.B.E.

Chairman

25 February 2026

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group's financial statements, and have elected to prepare the Company's financial statements, 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. 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 Group and Company and of the profit or loss for the Group for that period.

In preparing these financial statements, the Directors are required to:

·          select suitable accounting policies and then apply them consistently;

·          present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

·          provide additional disclosures when compliance with the specific requirements of IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group and Company financial position and performance;

·          make judgements and accounting estimates that are reasonable and prudent;

·          state whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements;

·          prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

·          prepare a Report of the Directors, 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, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's performance, business model and strategy.

The Directors are also responsible under section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole and in doing so have regard for the needs of wider society and other stakeholders. 

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 UK 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' responsibilities also extend to the ongoing integrity of the financial statements contained therein.

Directors' Responsibilities Pursuant to DTR4

The Directors confirm to the best of their knowledge that:

·    the Group's 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, and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group; and

·    the Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and the Parent Company, together with a description of the principal risks and uncertainties that they face.

On behalf of the Board

Lucinda Riches C.B.E.

Chairman

25 February 2026

Corporate Governance Report

This Corporate Governance Report forms part of the Report of the Directors as further disclosed  above. The Board operates under a framework for corporate governance which is appropriate for an investment company. All companies with a premium listing of equity shares in the UK are required under the UK Listing Rules to report on how they have applied the UK Code in their Annual Report and financial statements.

The Company became a member of the AIC with effect from 27 March 2013 and has therefore put in place arrangements to comply with the AIC Code and, in accordance with the AIC Code, complies with the UK Code.

The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies such as the Company. In August 2024, the AIC Code was updated and endorsed by the FRC and the 2024 AIC Code applies to accounting periods beginning on or after 1 January 2025, with the exception of Provision 34 which will apply to accounting periods beginning on or after 1 January 2026.

The AIC Code and the AIC Guide are available on the AIC's website, www.theaic.co.uk. The UK Code is available on the FRC's website, www.frc.org.uk.

The Company has complied with the recommendations of the AIC Code throughout the year, where applicable. The Company does not comply with recommendations relating to the appointment of a Remuneration Committee or a performance related remuneration policy as, being wholly comprised of non-executive Directors, the Board itself considers such matters related to remuneration and does not consider it appropriate for its remuneration to be incentivised through performance outcomes.

Purpose, Culture and Values

The Company's purpose remains clear; to provide shareholders with an annual dividend that increases in line with CPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow.

The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms, so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of greenhouse gas emissions.

As an investment trust with no employees, the Board has agreed that its culture and values should be aligned with those of the Investment Manager and centred on long term relationships with the Company's key stakeholders and sustainable investment as follows:

·          Integrity is at the heart of every activity, with importance being placed on transparency, trustworthiness and dependability.

·          The trust of stakeholders is very important to maintain the Company's reputation, particularly for execution certainty for asset sellers and delivery of investment promises to investors.

·         

·          Respect for differing opinions is to be shown across all interaction and communication.

·          • Individual empowerment is sought with growth in responsibility and autonomy being actively encouraged.

·          • Collaboration and effectively utilising the collective skills of all participants is important to ensure ideas and information are best shared.

The Board of Directors continually reviews the Company's purpose, values and strategy which promote the culture of the Company and focus on long term relationships with the Company's key stakeholders and sustainable investment. The Board believes it has a strong culture of collaboration and inclusivity, which is reflected in the way in which Board meetings are conducted. The Chairman promotes and facilitates a strong culture of open debate on topics, encouraging participation and input from all Directors, the Investment Manager and other advisors and service providers to ensure a wide exchange of views. The Board annually considers the embedding of a collaborative and inclusive culture as part of its performance review process.

The Board

As at the date of this report, the Board consists of 6 non‑executive Directors and represents a range of investment, financial and business skills and experience. During the year, Taraneh Azad was appointed as a Director with effect from 1 February 2025.

The Chairman of the Board is Lucinda Riches. In considering the independence of the Chairman, the Board took note of the provisions of the AIC Code relating to independence, and has determined that Lucinda remains independent as a non-executive Director with a clear division of responsibilities from the Investment Manager. The Senior Independent Director is Nick Winser. The Company, as an Investment Trust, has no employees and therefore there is no requirement for a chief executive.

The Articles of Association provide that Directors shall retire and offer themselves for re-election at the first AGM after their appointment and at least every 3 years thereafter. However, the AIC Code requires that Directors be subject to an annual election by shareholders, and the Directors comply with this requirement. All of the Directors shall offer themselves for re-election at the forthcoming AGM. Having considered their effectiveness, demonstration of commitment to the role, length of service, attendance at meetings and contribution to the Board's deliberations, the Board approves the nomination for re-election of the Directors.

The Company's view is that the continuity and experience of its Board is important and that a suitable balance needs to be struck with the need for independence and the refreshing of the skills and expertise of the Board. The Company believes that some limited flexibility in its approach to Director rotation and Chair tenure will enable it to manage succession planning more effectively, as set out below.

The terms and conditions of appointment of non-executive Directors are available for inspection from the Company's registered office.

Chair Tenure Policy

The Company's policy on Chair tenure is available on the Company website. The Company's policy on Chair tenure is that the Chairman should normally serve no longer than 9 years as a Director and Chairman but, where it is in the best interests of the Company, its shareholders and stakeholders, the Chairman may serve for a limited time beyond that to help the Company manage succession planning whilst at the same time still address the need for regular refreshment and diversity. In such circumstances the independence of the other Directors will ensure that the Board as a whole remains independent.

Diversity Policy

The Company's policy on Board diversity is available on the Company website and sets out the approach that will be adopted to ensure that the Board remains appropriately balanced, and relevant to the Company's operations. The composition of the Board is reviewed annually by the Nomination Committee, including the balance of skills, knowledge, experience and the diversity policy is considered in conjunction with all Board appointments. The Board's composition is detailed within the Strategic Report above.

Performance and Evaluation

Pursuant to Provision 26 of the AIC Code, the Board undertakes a formal and rigorous review of its performance each financial year. As a FTSE 250 company, in keeping with the provisions of the AIC Code, it is the Company's policy that every 3 years an external consultant, who has no connection with the Company, carries out a formal review of the Board's performance. During the year, this formal review was conducted by Condign Board Consulting Limited, who were independent from the Board and each of its Directors.

This independent review, which included a review of the Board's culture, concluded that the Board and its committees were committed and appropriately composed to promote the success of the Company. A number of recommendations were made, all of which were embraced by the Board, and certain governance changes were implemented as a result of this review.

An internal evaluation of the Board, the Audit Committee and individual Directors will be conducted during 2026 in the form of annual performance appraisals, questionnaires and discussions to determine effectiveness and performance in various areas, as well as the Directors' continued independence and tenure. This process will be facilitated by the Company Secretary and the results of this review will be reported in the next Annual Report.

Each individual Director's training and development needs are reviewed annually. All new Directors receive an induction from the Investment Manager and Company Secretary, which includes the provision of information about the Company, its investment portfolio and their responsibilities.

In addition, site visits and specific Board training sessions are arranged involving presentations on relevant topics on a regular basis.

Board Responsibilities

The Board will meet, on average, 6 times in each calendar year for scheduled Board meetings and on an ad-hoc basis as and when necessary. At each meeting the Board follows a formal agenda that will cover the business to be discussed. Between meetings there is regular contact with the Investment Manager and the Administrator. The Board requires to be supplied with information by the Investment Manager, the Administrator and other advisers in a form appropriate to enable it to discharge its duties.

The Board has responsibility for ensuring that the Company keeps proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and which enable it to ensure that the financial statements comply with applicable regulation. It is the Board's responsibility to present a fair, balanced and understandable Annual Report, which provides the information necessary for shareholders to assess the performance, strategy and business model of the Company. This responsibility extends to the half year and other price sensitive public reports.

Audit Committee

The Company's Audit Committee is chaired by Caoimhe Giblin and consists of a minimum of 3 members. In accordance with best practice, the Company's Chairman is not a member of the Audit Committee however she does attend Audit Committee meetings as and when deemed appropriate. The Audit Committee Report below describes the work of the Audit Committee.

Management Engagement Committee

The Company's Management Engagement Committee comprises all of the Directors and is required to meet at least once per year. The Chairman of the Management Engagement Committee is Lucinda Riches. The Management Engagement Committee's main function is to keep under review the performance of the Investment Manager and make recommendations on any proposed amendment to the Investment Management Agreement.

The Management Engagement Committee met once during the year.

Terms of reference for the Management Engagement Committee have been approved by the Board and are available on the Company's website.

Nominations Committee

The Company's Nominations Committee comprises all of the Directors and is required to meet at least once per year. The Chairman of the Nominations Committee is Lucinda Riches. The Nominations Committee's main function is to plan for Board succession and to review annually the structure, size and composition of the Board and make recommendation to the Board with regard to any changes that are deemed necessary. Terms of reference for the Nominations Committee have been approved by the Board and are available on the Company's website.

The Nominations Committee met 2 times during the year to consider Director remuneration and Board succession planning.

The Nominations Committee will continue to review structure, size and composition of the Board and report on succession planning annually to preserve continuity by phasing the retirement of Directors approaching 9 years of service.

Communications and Disclosure Committee

The Company has established a Communications and Disclosure Committee which is required to meet at least once a year. The committee has responsibility for, amongst other things, determining on a timely basis the disclosure treatment of material information, and assisting in the design, implementation and periodic evaluation of disclosure controls and procedures. The Committee also has responsibility for the identification of inside information for the purpose of maintaining the Company's insider list.

Terms of reference for the Communications and Disclosure Committee have been approved by the Board and are available on the Company's website. Membership consists of the Chairman (or one other Director) and one of Matt Ridley and Stephen Packwood. Additional members of the Committee may be appointed and existing members removed by the Committee. The membership of the Committee is reviewed by the Board on a periodic basis and at least once a year.

The AIC Code recommends that companies appoint a Remuneration Committee, however the Board has not deemed this necessary, as being wholly comprised of non-executive Directors, the whole Board considers these matters.

Asset Operations Committee

The Board has established an Asset Operations Committee on 5 February 2026. Any member of the Board and certain members of the asset management team of the Investment Manager may attend the Committee. The Asset Operations Committee main function is to oversee and review the operational performances of the Group's portfolio including health and safety, asset performance and the progress of key operational initiatives such as life extension, asset optimisation and cyber security. Terms of reference for the Asset Operations Committee have been approved by the Board and are available on the Company's website.

The Investment Manager

The Board has entered into the Investment Management Agreement with the Investment Manager under which the Investment Manager is responsible for developing strategy and the day-to-day management of the Group's investment portfolio, in accordance with the Group's Investment Objective and Investment Policy, subject to the overall supervision of the Board. A summary of the fees paid to the Investment Manager are given in note 3 to the financial statements.

The Investment Management Agreement may be terminated with immediate effect and without compensation, by either the Investment Manager or the Company if the other party has gone into liquidation, administration or receivership or has committed a material breach of the Investment Management Agreement.

As of 1 January 2025, the terms of the Investment Management Agreement were revised with the basis of the fee calculation becoming the lower of market capitalisation and NAV.

The Board, as a whole, reviewed the Company's compliance with the UK Corporate Governance Code, the UK Listing Rules, the Disclosure Guidance and Transparency Rules and the AIC Code. In accordance with the UK Listing Rules, the Directors confirm that the continued appointment of the Investment Manager under the current terms of the Investment Management Agreement is in the interests of shareholders. The Board also reviewed the performance of other service providers and examined the effectiveness of the Company's internal control systems during the year.

The Administrator and Company Secretary

Ocorian Administration (UK) Limited has acted as the Company's Administrator and Company Secretary since December 2012 and provides essential services to the Board, ensuring that Board procedures are followed and that it complies with the Law and applicable rules and regulations.

The Company Secretary facilitates sound information flows to the Board for it to function effectively and efficiently to support the decision making process and advises the Board on updates to Listing and Transparency Rule requirements and on best practice corporate governance developments. During 2025 the Company Secretary facilitated the induction of a newly appointed Director and coordinated the external effectiveness evaluation review of the Board in conjunction with the Chairman and Condign Board Consulting Limited.

Board Meetings, Committee Meetings and Directors' Attendance

The number of meetings of the full Board attended in the year to 31 December 2025 by each Director is set out below:

	Scheduled Board Meetings (Total of 6)	Additional Board Meetings (Total of 9)
Lucinda Riches C.B.E.	6	9
Caoimhe Giblin	6	9
Nick Winser C.B.E.	6	9
Jim Smith	6	8
Abigail Rotheroe	6	8
Taraneh Azad  (1)	5	8

⁽¹⁾ Appointed with effect from 1 February 2025, at which point 1 scheduled Board meeting and 1 additional Board meeting had taken place.

The number of meetings of the committees of the Board attended in the year to 31 December 2025 by each committee member is set out below:

	Audit Committee Meetings (Total of 4)	Management Engagement Committee Meetings (Total of 1)	Nominations Committee Meetings (Total of 2)
Lucinda Riches C.B.E.	n/a	1	2
Caoimhe Giblin	4	1	2
Nick Winser C.B.E.	4	1	2
Jim Smith	4	1	2
Abigail Rotheroe	4	1	2
Taraneh Azad (1)	3	1	2

₍₁₎ Appointed to the Board with effect from 1 February 2025, at which point 1 Audit Committee meeting, had taken place.

Internal Control

The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that it has an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place throughout the year and has continued since the year end.

The Company's principal risks and uncertainties are detailed above As further explained in the Audit Committee Report, the risks of the Company are outlined in a risk matrix which was reviewed and updated during the year. The Board continually reviews its policy setting and updates the risk matrix at least annually to ensure that procedures are in place with the intention of identifying, mitigating and minimising the impact of risks should they crystallise. 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 reports periodically provided by the Investment Manager and the Administrator regarding risks that the Company faces. When required, experts are employed to gather information, including tax and legal advisers. The Board also regularly monitors the investment environment and the management of the Company's portfolio, and applies the principles detailed in the internal control guidance issued by the FRC.

The Board holds an annual risk and strategy discussion, which enables the Directors to consider risk outside the scheduled quarterly Board meetings. This enables emerging risks to be identified and discussions on horizon scanning to occur, so the Board can consider how to manage and potentially mitigate any relevant emerging risks.

The principal features of the internal controls systems which the Investment Manager and Administrator have in place in respect of the Group's financial reporting are focused around the 3 lines of defence model and include:

·          internal review of all financial reports;

·          review by the Board of financial information prior to its publication;

·          authorisation limits over expenditure incurred by the Group;

·          review of valuations; and

·          authorisation of investments.

The Board is aware that the implementation of Provision 34 of the AIC Code will be effective for accounting periods beginning after 1 January 2026. The Company has begun preparatory work to align with the enhanced internal control requirements set out in Provision 34 of the AIC Corporate Governance Code 2024, including the development of a Material Controls Register. The Board expects to report formally against this provision in the next Annual Report.

Whistleblowing

The Board has considered the AIC Code recommendations in respect of arrangements by which staff of the Investment Manager or Administrator may, in confidence, raise concerns within their respective organisations about possible improprieties in matters of financial reporting or other matters. It has concluded that adequate arrangements are in place for the proportionate and independent investigation of such matters and, where necessary, for appropriate follow-up action to be taken within their organisation.

Consumer Duty

On 31 July 2023 the FCA introduced a new Principle for Businesses (Principle 12) applicable to authorised firms in the UK which carry on "retail market business" and who can determine, or materially influence retail customer outcomes. This new Principle 12 was accompanied by a package of rules and guidance, which are collectively known as the Consumer Duty.

The Company is not subject to the Consumer Duty as it is not an FCA authorised firm. However, the Company is aware that its shares may be held by or on behalf of retail customers, and that other firms within the distribution chain of its shares are within scope of the Consumer Duty requirements. Accordingly, it is the Board's intention that the Company will respond to information and other requests from UK authorised firms in the distribution chain of the Company's shares in such a way.

Amendment of Articles of Association

The Company's Articles of Association may be amended by the members of the Company by special resolution (requiring a majority of at least 75 per cent of the persons voting on the relevant resolution).

Engagement with Stakeholders

The Company is committed to maintaining good communications and building positive relationships with all stakeholders, including shareholders, debt providers, analysts, potential investors, suppliers and the wider communities in which the Group and its investee companies operate. This includes regular engagement with the Company's shareholders and other stakeholders by the Board, the Investment Manager and the Administrator. Highlights of some of the principal decisions that have been made in the interests of stakeholders can be found within the section 172 statement as outlined above. Regular feedback is provided to the Board to ensure they understand the views of stakeholders and a stakeholder matrix is reviewed at each scheduled Board and Audit Committee meeting to record the stakeholders considered for each item of business.

Relations with Shareholders

The Company welcomes the views of shareholders and places great importance on communication with its shareholders. The Investment Manager is available at all reasonable times to meet with principal shareholders and key sector analysts. The Chairman, the Senior Independent Director and other Directors are also available to meet with shareholders, if required.

All shareholders have the opportunity to put questions to the Company at its registered address or via email. The AGM of the Company also provides a forum for shareholders to meet and discuss issues with the Directors and Investment Manager. The Company issues regulatory announcements via the London Stock Exchange in respect of routine reporting obligations, periodic financial and portfolio information updates and in response to other events.

The Board receives comprehensive shareholder reports from the Company's Registrar and regularly monitors the views of shareholders and the shareholder profile of the Company. The Board is also kept fully informed of all relevant market commentary on the Company by the Investment Manager.

The Company values its relationships with its lenders. The Investment Manager ensures that the Company continues to meet its debt covenants and reporting requirements.

The Investment Manager conducts presentations with analysts and investors to coincide with the announcement of the Company's full and half year results, providing an opportunity for discussions and queries on the Company's activities, performance and key metrics. In addition to these semi-annual presentations, the Investment Manager meets regularly with analysts and investors to provide further updates with how the Company and the investment portfolio are performing as well as discuss the Company's strategic prospects.

The Directors and Investment Manager receive informal feedback from analysts and investors, which is presented to the Board by the Company's Joint Brokers. The Company Secretary also receives informal feedback via queries submitted through the Company's website and these are addressed by the Board, the Investment Manager or the Company Secretary, where applicable.

The Company recognises that relationships with suppliers are enhanced by prompt payment and the Company's Administrator ensures all payments are processed within the contractual terms agreed with the individual suppliers.

The Company, via its Investment Manager, has long term and important relationships with its operational site managers and turbine operations and maintenance managers and reviews performance, including health and safety, on a monthly basis. Representatives of the site manager and SPV board directors from the Investment Manager, visit all operational sites on a regular basis and generally carry out safety walks at least once a year on each site. The non‑executive Directors of the Board also visit sites from time to time.

Similarly, environment protection issues are reported on every month by the site managers and annual habitat management plans are agreed by each SPV board for all sites to ensure that the environment in and surrounding each windfarm is carefully protected.

The Directors recognise that the long term success of the Company is linked to the success of the communities in which the Group, and its investee companies, operate. During the year, a number of community projects were supported by the Group's investee companies.

Key decisions made or approved by the Directors during the year and the impact of those decisions on the Company's members and wider stakeholders is disclosed further in the Strategic Report.

Shareholders may also find Company information or contact the Company through its website.

On behalf of the Board

Lucinda Riches C.B.E.

Chairman of the Board

25 February 2026

Audit Committee Report

At the date of this report, the Audit Committee comprised Caoimhe Giblin (Chairman), Nick Winser, Jim Smith, Abigail Rotheroe and Taraneh Azad. The AIC Code has a requirement that at least one member of the Audit Committee should have recent and relevant financial experience and the Audit Committee as a whole shall have competence relevant to the sector. The Board is satisfied that the Audit Committee is properly constituted in these respects. The qualifications and experience of all Audit Committee members are disclosed above.

The Audit Committee operates within clearly defined terms of reference which were reviewed during the financial year and approved by the Board, and include all matters indicated by Disclosure Guidance and Transparency Rule 7.1 and the AIC Code and are available for inspection on the Company's website. The Company's Annual Report complies with the provisions of the Competition and Markets Authority's (CMA) Order.

Audit Committee meetings are scheduled at appropriate times in the reporting and auditing cycle. The Chairman, other Directors and third parties may be invited to attend meetings as and when deemed appropriate.

Summary of the Role and Responsibilities of the Audit Committee

The duties of the Audit Committee, amongst other things, include reviewing the Company's quarterly NAV, half year report, Annual Report and financial statements and any formal announcements relating to the Company's financial performance.

The Audit Committee is the forum through which the external Auditor reports to the Board and is responsible for reviewing the terms of appointment of the Auditor, together with their remuneration. On an ongoing basis, the Audit Committee is responsible for reviewing the objectivity of the Auditor along with the effectiveness of the audit and the terms under which the Auditor is engaged to perform non-audit services (restricted to the limited scope review of the half year report and reporting accountant services in relation to equity raises). The Audit Committee is also responsible for reviewing the Company's corporate governance framework, system of internal controls and risk management, ensuring they are suitable for an investment company.

The Audit Committee reports its findings to the Board, identifying any matters on which it considers that action or improvement is needed, and makes recommendations on the steps to be taken.

The Audit Committee annually reviews its obligations and processes under the FRC's Minimum Standard for audit committees to ensure it remains compliant with the requirements and responsibilities for the oversight of the audit and where applicable any audit tender process.

Overview

During the year, the Audit Committee's discussions have been broad ranging. In addition to the 4 formally convened Audit Committee meetings, the Audit Committee has had regular contact and meetings with the Investment Manager, the Administrator and the Auditor. These meetings and discussions focused on, but were not limited to:

·          a detailed analysis of the Company's quarterly NAVs;

·          reviewing the updated risk matrix of the Company and assessing the Company's risk management systems;

·          reviewing the Company's corporate governance framework, including climate related reporting disclosures under the TCFD framework;

·          reviewing the internal controls framework for the Company, the Administrator and the Investment Manager, considering the need for a separate internal audit function;

·          considering any incidents of internal control failure or fraud and the Company's response;

·          considering the ongoing assessment of the Company as a going concern;

·          considering the principal risks and period of assessment for the longer term viability of the Company;

·          monitoring the ongoing appropriateness of the Company's status as an investment entity under IFRS 10, in particular following an investment or divestment;

·          monitoring compliance with AIFMD, the AIC code and other regulatory and governance frameworks;

·          reviewing and approving the audit plan in relation to the audit of the Company's Annual Report and financial statements;

·          monitoring the performance of the Auditor and its engagement with the Investment Manager and Administrator;

·          monitoring compliance with the Company's policy on the provision of non-audit services by the Auditor;

·          reviewing the effectiveness, resources, qualifications and independence of the Auditor;

·          reviewing the Company's adherence to the responsibilities within the FRC Audit Committees and the External Audit: Minimum Standard; and

·          reviewing the anti-money laundering procedures for the Company, the Administrator and the Investment Manager.

Financial Reporting

The primary role of the Audit Committee in relation to financial reporting is to review with the Investment Manager, the Administrator and the Auditor the appropriateness of the half year report and Annual Report and financial statements, concentrating on, amongst other matters:

·          the quality and acceptability of accounting policies and practices;

·          the clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements;

·          amendments to legislation and corporate governance reporting requirements and accounting treatment of new transactions in the year;

·          the impact of new and amended accounting standards on the Company's financial statements;

·          whether the Audit Committee believes that proper and appropriate processes and procedures have been followed in the preparation of the half year report and Annual Report and financial statements;

·          considering and recommending to the Board for approval the contents of the annual financial statements and reviewing the Auditor's report thereon including considering whether the financial statements are overall fair, balanced and understandable;

·          material areas in which significant judgements have been applied or there has been discussion with the Auditor; and

·          any correspondence from regulators in relation to the Company's financial reporting.

BDO LLP attended 2 of the 4 Audit Committee meetings held during the year. The Audit Committee has also held private meetings with the Auditor to provide additional opportunities for open dialogue and feedback. Matters typically discussed include the Auditor's assessment of the transparency and openness of interactions with the Investment Manager and the Administrator, confirmation that there has been no restriction in scope placed on them, the independence of their audit and how they have exercised professional scepticism.

Significant Issues

The Audit Committee discussed the planning, conduct and conclusions of the external audit as it proceeded. At the Audit Committee meeting in advance of the year end, the Audit Committee discussed and approved the Auditor's audit plan. The Audit Committee identified the carrying value of investments as a key area of risk of misstatement in the Company's financial statements.

Assessment of the Carrying Value of Investments

The Group has an accounting policy to designate investments at fair value through profit or loss. Therefore, the most significant risk in the Group's financial statements is whether its investments are fairly valued due to the subjectivity and judgement involved in determining the investment valuations. The Investment Manager is responsible for calculating the NAV with the assistance of the Administrator, prior to approval by the Board.

On a quarterly basis, the Investment Manager provides a detailed analysis of the NAV highlighting any movements and assumption changes from the previous quarter's NAV. The Investment Manager holds a NAV update call with the Chairman of the Audit Committee on a quarterly basis to review NAV performance, at which all Directors are invited to attend. This analysis and the rationale for any changes made is considered and challenged by the Audit Committee and subsequently considered, challenged and approved by the Board. There is a potential risk of management override as the Company's NAV is calculated by the Investment Manager and it forms a basis of its fee calculation. However, this risk has been reduced as the terms of the Investment Management Agreement were amended such that the basis of the investment management fee calculation will be the lower of the Company's market capitalisation and NAV, and the Company share price has been trading below its NAV per share consistently in recent years.

The Audit Committee has satisfied itself that the key estimates and assumptions used in the valuation model are appropriate and that the investments have been fairly valued. The key estimates and assumptions include 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 generate.

Internal Control

The Audit Committee has established a set of ongoing processes designed to meet the particular needs of the Company in managing the risks to which it is exposed.

The Investment Manager has identified the principal risks to which the Company is exposed, and recorded them on a risk matrix together with the controls employed to mitigate these risks.

The Investment Manager also identifies emerging risks and determines whether any actions are required. A residual risk rating has been applied to each risk. The Audit Committee is responsible for reviewing the risk matrix and associated controls before recommending to the Board for consideration and approval, challenging the Investment Manager's assumptions, to ensure a robust internal risk management process.

The Audit Committee considers risk and strategy regularly, and formally reviewed the updated risk matrix in the first quarter of 2025 and will continue to do so at least annually. By their nature, these procedures provide a reasonable, but not absolute, assurance against material misstatement or loss. Regular reports are provided to the Audit Committee highlighting material changes to risk ratings.

The Audit Committee reviewed the Group's principal risks and uncertainties as at 30 June 2025 to determine that these were unchanged from those disclosed in the Company's 2024 Annual Report and remained the most likely to affect the Group in the second half of the year.

During the year, the Audit Committee discussed and reviewed in depth the internal controls frameworks in place at the Investment Manager and the Administrator. Discussions were centred around 3 lines of defence: assurances at operational level; internal oversight; and independent objective assurance. The Administrator holds the International Standard on Assurance Engagements (ISAE) 3402 SOC Type II certification. This entails an independent rigorous examination and testing of their controls and processes.

The Audit Committee concluded that these frameworks were appropriate for the identification, assessment, management and monitoring of financial, regulatory and other risks, with particular regard to the protection of the interests of the Company's shareholders.

Internal Audit

The Audit Committee continues to review the need for an internal audit function and has decided that the systems, processes and procedures employed by the Company, Investment Manager and Administrator, including their own internal controls and procedures, provide sufficient assurance that an appropriate level of risk management and internal control is maintained. Schroders plc, the parent company of the Investment Manager has an internal audit function which is responsible for independently assessing and validating the effectiveness of key controls undertaken by the Investment Manager. The Company's Administrator and Company Secretary formally reports to the Board on its internal control procedures and holds the International Standard on Assurance Engagements (ISAE) 3402 SOC Type II certification which entails an independent rigorous examination and testing of its controls and processes. In addition to this, the Company's external Depositary provides cash monitoring, asset verification and oversight services to the Company.

The Audit Committee has therefore concluded that shareholders' investments and the Company's assets are adequately safeguarded and an internal audit function specific to the Company is considered unnecessary.

The Audit Committee is available on request to meet investors in relation to the Company's financial reporting and internal controls.

External Auditor

Effectiveness of the Audit Process

The Audit Committee assessed the effectiveness of the audit process by considering BDO LLP's fulfilment of the agreed audit plan through the reporting presented to the Audit Committee by BDO LLP and the discussions at the Audit Committee meeting, which highlighted the major issues that arose during the course of the audit. In addition, the Audit Committee also sought feedback from the Investment Manager and the Administrator on the effectiveness of the audit process. For this financial year, the Audit Committee was satisfied that there had been appropriate focus and challenge on the primary areas of audit risk and assessed the quality of the audit process to be good.

Non-Audit Services

The Audit Committee has a policy regarding the provision of non audit services by the external Auditor. The Audit Committee monitors the Group's expenditure on non-audit services provided by the Company's Auditor who should only be engaged for non-audit services where they are deemed to be the most commercially viable supplier and prior approval of the Audit Committee has been sought.

Details of fees paid to BDO LLP during the year are disclosed in note 5 to the financial statements. The Audit Committee approved these fees after a review of the level and nature of work to be performed and are satisfied that they are appropriate for the scope of the work required. The Audit Committee seeks to ensure that any non-audit services provided by the external Auditor do not conflict with their statutory and regulatory responsibilities, as well as their independence, before giving written approval prior to their engagement. The Audit Committee was satisfied that provision of these non-audit services did not cause threats to the Auditor's independence.

Independence

The Audit Committee is required to consider the independence of the external Auditor. In fulfilling this requirement, the Audit Committee has considered a report from BDO LLP describing its arrangements to identify, report and manage any conflict of interest and the extent of non-audit services provided by them.

The Audit Committee has concluded that it considers BDO LLP to be independent of the Company and that the provision of the non-audit services described above is not a threat to the objectivity and independence of the conduct of the audit.

Re-appointment

BDO LLP has been the Company's Auditor from its incorporation on 4 December 2012. The Auditor is required to rotate the audit partner responsible for the Group audit every 5 years. For the financial year ended 31 December 2025, a new lead partner was appointed and therefore the lead partner will be required to rotate after the completion of the 2029 year end audit.

The external audit contract is required to be put to tender at least every 10 years. The Audit Committee last conducted a formal and competitive external audit tender process in 2022 and resolved to reappoint BDO LLP as the Company's Auditor. The tender process adhered to the requirements of the FRC's Audit Committees and the External Audit: Minimum Standard on audit tendering, being led by the Audit Committee Chairman who had invited challenger audit firms for consideration against a comprehensive selection criteria and audit quality indicators published by the FRC.

As described above, the Audit Committee reviewed the effectiveness and independence of the Auditor and remains satisfied that the Auditor provides effective independent challenge to the Board, the Investment Manager and the Administrator. The Audit Committee will continue to monitor the performance of the Auditor on an annual basis and will consider their independence and objectivity, taking account of appropriate guidelines.

During the year, the Audit Committee reviewed the 2025 Audit Quality Review results published by the FRC in respect of the Auditor. It was noted that whilst the findings were not directly applicable to the Company, it remained important to monitor the performance of the Auditor on an annual basis and ensure that appropriate quality controls were in place.

The Audit Committee has therefore recommended to the Board that BDO LLP be proposed for re-appointment as the Company's Auditor at the Company's 2026 AGM.

The Company has complied with The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the year ended 31 December 2025.

Caoimhe Giblin

Chairman of the Audit Committee

25 February 2026

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2025

	Note	For the year ended 31 December 2025	For the year ended 31 December 2024
		£'000	£'000
Investment income	4	394,834	394,715
Movement in fair value of investments	9	(445,609)	(341,229)
Other income		5,397	8,180
Total income and movement in fair value of investments		(45,378)	61,666
Operating expenses	5	(28,515)	(37,240)
Transaction costs		(369)	(807)
Operating (loss) / profit		(74,262)	23,619
Finance expense	13	(94,010)	(105,251)
Net movement on interest rate swaps held at fair value	14	(24,345)	26,217
Loss for the year before tax		(192,617)	(55,415)
Tax	6	-	-
Loss for the year after tax		(192,617)	(55,415)
Loss and total comprehensive expense attributable to:
Equity holders of the Company		(192,617)	(55,415)
Earnings per share
Basic and diluted earnings from continuing operations in the year (pence)	7	(8.71)	(2.43)

The accompanying notes form an integral part of the financial statements.

 

 

 

Consolidated Statement of Financial Position

As at 31 December 2025

	Note	31 December 2025	31 December 2024
		£'000	£'000
Non current assets
Investments at fair value through profit or loss	9	4,584,986	5,142,245
Interest rate swaps held at fair value through profit or loss	14	11,327	39,999
		4,596,313	5,182,244
Current assets
Receivables	11	21,052	18,537
Cash at bank		14,225	5,795
Interest rate swaps held at fair value through profit or loss	14	5,205	-
		40,482	24,332
Current liabilities
Payables	12	(19,779)	(23,690)
Loans and borrowings	13	(200,000)	-
Net current (liabilities)/ assets		(179,297)	642
Non current liabilities
Loans and borrowings	13	(1,520,000)	(1,760,000)
Interest rate swaps held at fair value through profit or loss	14	(14,660)	(13,782)
Net assets		2,882,356	3,409,104
Capital and reserves
Called up share capital	16	23,074	23,074
Share premium	16	2,471,981	2,471,821
Capital redemption reserve	16	113	113
Treasury reserve	16	(180,416)	(73,172)
Retained earnings		567,604	987,268
Total shareholders' funds		2,882,356	3,409,104
Net assets per share (pence)	17	133.5	151.2

Authorised for issue by the Board of Greencoat UK Wind PLC (registered number 08318092) on 25 February 2026 and signed on its behalf by:

Lucinda Riches C.B.E.                                   Caoimhe Giblin

Chairman                                                       Director

The accompanying notes form an integral part of the financial statements.

Statement of Financial Position - Company

As at 31 December 2025

	Note	31 December 2025	31 December 2024
		£'000	£'000
Non current assets
Investments at fair value through profit or loss	9	4,596,979	5,177,725
		4,596,979	5,177,725
Current assets
Receivables	11	18,904	13,521
Cash at bank		4,119	188
		23,023	13,709
Current liabilities
Loans and borrowings	13	(200,000)	-
Payables	12	(17,646)	(22,330)
Net current liabilities		(194,623)	(8,621)
Non current liabilities
Loans and borrowings	13	(1,520,000)	(1,760,000)
Net assets		2,882,356	3,409,104
Capital and reserves
Called up share capital	16	23,074	23,074
Share premium	16	2,471,981	2,471,821
Capital redemption reserve	16	113	113
Treasury reserve	16	(180,416)	(73,172)
Retained earnings		567,604	987,268
Total shareholders' funds		2,882,356	3,409,104
Net assets per share (pence)	17	133.5	151.2

The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 and accordingly has not presented a Statement of Comprehensive Income for the Company alone. The loss after tax of the Company alone for the year was £192,617,000 (2024: loss after tax of £55,415,000).

Authorised for issue by the Board on 25 February 2026 and signed on its behalf by:

Lucinda Riches C.B.E.                                   Caoimhe Giblin

Chairman                                                       Director

The accompanying notes form an integral part of the financial statements.

Consolidated and Company Statement of Changes in Equity

For the year ended 31 December 2025

For the year ended 31 December 2025	Note	Share capital	Share premium	Capital redemption reserve	Treasury reserve	Retained earnings	Total
		£'000	£'000	£'000	£'000	£'000	£'000
Opening net assets attributable to shareholders (1 January 2025)		23,074	2,471,821	113	(73,172)	987,268	3,409,104
Share buybacks	16	-	-	-	(107,880)	-	(107,880)
Share buyback costs		-	-	-	(704)	-	(704)
Shares issued to the Investment Manager	16	-	160	-	1,340	-	1,500
Loss and total comprehensive expense for the year		-	-	-	-	(192,617)	(192,617)
Interim dividends paid in the year	8	-	-	-	-	(227,047)	(227,047)
Closing net assets attributable to shareholders		23,074	2,471,981	113	(180,416)	567,604	2,882,356

After taking account of cumulative unrealised losses of £248,297,960, the total reserves distributable by way of a dividend as at 31 December 2025 were £815,902,314.

For the year ended 31 December 2024	Note	Share capital	Share premium	Capital redemption reserve	Treasury shares	Retained earnings	Total
		£'000	£'000	£'000	£'000	£'000	£'000
Opening net assets attributable to shareholders (1 January 2024)		23,121	2,471,515	66	-	1,299,295	3,793,997
Share buybacks	16	(47)	-	47	(74,265)	(6,788)	(81,053)
Share buyback costs		-	-	-	(476)	(47)	(523)
Shares issued to the Investment Manager	16	-	306	-	1,569	-	1,875
Loss and total comprehensive expense for the year		-	-	-	-	(55,415)	(55,415)
Interim dividends paid in the year	8	-	-	-	-	(249,777)	(249,777)
Closing net assets attributable to shareholders		23,074	2,471,821	113	(73,172)	987,268	3,409,104

After taking account of cumulative unrealised gains of £207,200,403, the total reserves distributable by way of a dividend as at 31 December 2024 were £780,067,479.

The accompanying notes form an integral part of the financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

	Note	For the year ended 31 December 2025	For the year ended 31 December 2024
		£'000	£'000
Net cash flows generated from operating activities	18	365,398	391,011
Cash flows from investing activities
Acquisition of investments	9	(176)	(14,553)
Disposal of investments	9	102,628	41,276
Transaction costs		(905)	(522)
Repayment of shareholder loan investments	9	9,198	28,439
Net cash flows generated from investing activities		110,745	54,640
Cash flows from financing activities
Share buybacks		(108,417)	(80,417)
Share buyback costs		(713)	(521)
Amounts drawn down on loan facilities	13	-	139,000
Amounts repaid on loan facilities	13	(40,000)	(169,000)
Finance costs		(91,536)	(100,946)
Dividends paid	8	(227,047)	(249,777)
Net cash flows used in financing activities		(467,713)	(461,661)
Net increase/(decrease) in cash and cash equivalents during the year		8,430	(16,010)
Cash at the beginning of the year		5,795	21,805
Cash and cash equivalents at the end of the year		14,225	5,795

The accompanying notes form an integral part of the financial statements.

Statement of Cash Flows - Company

For the year ended 31 December 2025

	Note	For the year ended 31 December 2025	For the year ended 31 December 2024
		£'000	£'000
Net cash flows used in operating activities	18	(31,181)	(1,847)
Cash flows from investing activities
Loans advanced to Group companies	9	(1,252)	(17,061)
Repayment of loans from Group companies	9	515,546	482,467
Net cash flows generated from investing activities		514,294	465,406
Cash flows from financing activities
Share buybacks		(108,417)	(80,417)
Share buyback costs		(713)	(521)
Amounts drawn down on loan facilities	13	-	139,000
Amounts repaid on loan facilities	13	(40,000)	(169,000)
Finance costs		(103,005)	(102,708)
Dividends paid	8	(227,047)	(249,777)
Net cash flows used in financing activities		(479,182)	(463,423)
Net increase in cash during the year		3,931	136
Cash at the beginning of the year		188	52
Cash and cash equivalents at the end of the year		4,119	188

The accompanying notes form an integral part of the financial statements.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

1.    Material accounting policies

Basis of accounting

The consolidated annual 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 annual financial statements have been prepared on the historical cost basis, as modified for the measurement of certain financial instruments at fair value through profit or loss. The principal accounting policies are set out below.

These consolidated financial statements are presented in pounds sterling, which is the currency of the primary economic environment in which the Group operates and are rounded to the nearest thousand, unless otherwise stated.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Investment Manager's Report. The Group faces a number of risks and uncertainties, as set out in the Strategic Report. The financial risk management objectives and policies of the Group, including exposure to price risk, interest rate risk, credit risk and liquidity risk are discussed in note 19 to the financial statements.

As at 31 December 2025, the Group had net current liabilities of £179.3 million (2024: net current assets of £0.6 million), cash balances of £14.2 million (2024: £5.8 million) (excluding cash balances within investee companies of £138.1 million (2024: £135.9 million)) and security cash deposits of £18.7 million (2024: £13.3 million).

The Company had £1,490 million (2024: £1,490 million) of term debt as at 31 December 2025, with an additional £230 million drawn on its £400 million RCF. The covenants on the Group's banking facilities are limited to gearing, interest cover, and finance charges payable as a percentage of GAV and the Group is expected to continue to comply with these covenants for a period of at least 12 months from the date of issue of this report.

The Group continues to meet day-to-day liquidity needs through its cash resources.

The major cash outflows of the Group are the payment of dividends, costs relating to the acquisition of new assets and purchases of its own shares, all of which are discretionary. The Group has sufficient access to debt, including its RCF, in order to fund any future wind farm investment within the parameters of its Investment Policy.

As the Company's shares traded at an average discount to NAV of 23 per cent during the year, a continuation vote is to be proposed at the Company's AGM in May 2026 in line with its Articles of Association. The Board believes that the Company's share price performance during the year is reflective of its macroeconomic environment, and not of the financial prospects of the Company. The Board believes that the outcome of the shareholder continuation vote will not impair the Company's ability to operate as a going concern.

We note that 3 tranches of term debt with NAB and CIBC for £200 million are due to mature in November 2026, which is within 12 months of the Company's financial year end. These term debt tranches are recognised as current liabilities on the Group's balance sheet leading to a net current liability position of £179.3 million.

The Investment Manager has commenced meetings with the Company's existing lending group to evaluation lender appetite to refinance the near maturing debt. These discussions have been encouraging and constructive. The Investment Manager expects to be able to refinance these £200 million tranches (as well as a further £150 million tranche with Lloyds maturing in May 2027) when the exercise formally commences in Q3 2026. In a worst case scenario, however unlikely, where these amounts could not be refinanced, the Board considers there are a number of measures it could take to meet repayment such as asset sales or the withdrawal of the Company's quarterly target dividend. As such they conclude that there would be no impact on going concern.

The Board has reviewed Group forecasts and projections which cover a period of at least 12 months from the date of approval of this report. On the basis of this review, taking into account foreseeable changes in investment and trading performance, and after making due enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence from the date of approval of this report to at least February 2027. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Accounting for subsidiaries

The Directors have concluded that the Group has all the elements of control as prescribed by IFRS 10 "Consolidated Financial Statements" in relation to all its subsidiaries and that the Company continues to satisfy the 3 essential criteria to be regarded as an investment entity as defined in IFRS 10, IFRS 12 "Disclosure of Interests in Other Entities" and IAS 27 "Consolidated and Separate Financial Statements". The 3 essential criteria are such that the entity must:

1. Obtain funds from one or more investors for the purpose of providing these investors with professional investment management services;

2. Commit to its investors that its business purpose is to invest its funds solely for returns from capital appreciation, investment income or both; and

3. Measure and evaluate the performance of substantially all of its investments on a fair value basis.

In satisfying the second essential criteria, the notion of an investment time frame is critical. An investment entity should not hold its investments indefinitely but should have an exit strategy for their realisation. Although the Company has invested in equity interests in wind farms that have an indefinite life, the underlying wind farm assets that it invests in have an expected life of 30 years. The Company intends to hold the majority of these wind farms for the remainder of their useful life to preserve the capital value of the portfolio. However, as the wind farms are expected to have no residual value after their 30 year life, the Directors consider that this demonstrates a clear exit strategy from these investments. During the year, the Company also sold a minority stake in 3 of its investments as detailed in the Investment Manager's Report, which offers an additional alternative exit strategy.

Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 "Fair Value Measurement" and IFRS 9 "Financial Instruments". The financial support provided by the Company to its unconsolidated subsidiaries is disclosed in note 10.

Notwithstanding this, IFRS 10 requires subsidiaries whose main purpose is to provide services that relate to the investment entity's investment activities where that subsidiary itself is not an investment entity to be consolidated. Accordingly, the annual financial statements include the consolidated financial statements of Greencoat UK Wind PLC and Greencoat UK Wind Holdco Limited (a 100 per cent owned UK subsidiary). In respect of these entities, intra-Group balances and any unrealised gains arising from intra-Group transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated unless the costs cannot be recovered. The financial statements of subsidiaries that are included in the consolidated financial statements are included from the date that control commences until the dates that control ceases.

In the Parent Company's financial statements, investments in subsidiaries are measured at fair value through profit or loss in accordance with IFRS 9, as permitted by IAS 27.

Accounting for associates and joint ventures

The Group has taken the exemption permitted by IAS 28 "Investments in Associates and Joint Ventures" and IFRS 11 "Joint Arrangements" for entities similar to investment entities and measures its investments in associates and joint ventures at fair value. The Directors consider an associate to be an entity over which the Group has significant influence, through an ownership of between 20 per cent and 50 per cent. The Group's associates and joint ventures are disclosed in note 10.

New and amended standards and interpretations applied

The following new standards or interpretations are effective for the first time for periods beginning on or after 1 January 2025 and had no effect on the Group's or Company's financial statements:

·    Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).

New and amended standards and interpretations not applied

At the date of authorisation of these financial statements, the following new standards had been published and will be effective in future accounting periods.

Effective for accounting periods beginning on or after 1 January 2027:

·          IFRS 18 Presentation and Disclosures in Financial Statements.

·          IFRS 19 Subsidiaries without Public Accountability: Disclosures.

At the date of authorisation of these financial statements, the following amendments had been published and will be effective in future accounting periods.

Effective for accounting periods beginning on or after 1 January 2026:

·          Classification and measurement of financial instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures).

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures. The impact of other new and amended standards is not expected to be material to the reported results and financial position of the Group.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

At 31 December 2025 and 2024, the carrying amounts of cash at bank, security cash deposits, receivables, payables, accrued expenses and short term borrowings reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the original instruments and their expected realisation. The fair value of advances and other balances with related parties which are short term or repayable on demand is equivalent to their carrying amount.

The Group uses interest rate swaps to manage its risks associated with interest rates, which are recognised as financial assets when the fair value is positive and as liabilities when the fair value is negative. Gains or losses resulting from the movement in fair value of the Group's interest rate swaps are recognised in the Consolidated Statement of Comprehensive Income at each valuation point.

Financial assets

The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its characteristics.

All financial assets are initially recognised at fair value. All purchases of financial assets are recorded at the date on which the Group became party to the contractual requirements of the financial asset.

The Group's and Company's financial assets at 31 December 2025 principally comprise of investments and interest rate swaps held at fair value through profit or loss and receivables.

Receivables at amortised cost

Impairment provisions for 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 assets held at fair value through profit or loss

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 of the Group's loan and equity investments are recognised in the Consolidated 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 Holdco 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.

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 discounted cash flow basis in accordance with IFRS 13 and IFRS 9.

Recognition and derecognition of financial assets

Financial assets 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 Consolidated Statement of Comprehensive Income as incurred.

A financial asset (in whole or in part) is derecognised either:

·    when the Group has transferred substantially all the risks and rewards of ownership; or

·    when it has neither transferred or retained substantially all the risks and rewards and when it no longer has control over the assets or a portion of the asset; or

·    when the contractual right to receive cash flow has expired.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual agreements entered into and are recorded on the date on which the Group becomes party to the contractual requirements of the financial liability.

All loans and borrowings are initially recognised at cost, being fair value of the consideration received, less issue costs where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Loan balances as at the year end have not been discounted to reflect amortised cost, as the amounts are not materially different from the outstanding balances.

Finance expenses

Borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the period to which they relate on an accruals basis.

Share capital

Financial instruments issued by the Company are treated as equity if the holder has only a residual interest in the assets of the Company after the deduction of all liabilities. The Company's ordinary shares are classified as equity instruments.

Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from proceeds. Incremental costs include those incurred in connection with the placing and admission which include fees payable under a placing agreement, legal costs and any other applicable expenses.

Repurchase of ordinary shares

Where ordinary shares have been repurchased and cancelled, the nominal value of the ordinary share capital repurchased is transferred out of share capital and into the capital redemption reserve. The cost of repurchasing the ordinary shares is recognised in the Consolidated Statement of Changes in Equity and included within retained earnings.

Where ordinary shares have been repurchased and held in treasury, the consideration paid is recognised in the Consolidated Statement of Changes in Equity and deducted from equity attributable to the Company's equity holders until the shares are cancelled, reissued or sold.

No gain or loss is recognised within the Consolidated Statement of Comprehensive Income on the purchase, sale, issue or cancellation of the Company's own equity investments. Share repurchase transactions are accounted for on a trade date basis. Costs in relation to the repurchase of ordinary shares, including the related stamp duty and transaction costs are

recognised in the Consolidated Statement of Changes in Equity and included within the treasury reserve.

Dividends

Dividends payable are recognised as distributions in the financial statements when the Company's obligation to make payment has been established.

Income recognition

Dividend income and interest income on shareholder loan investments are recognised when the Group's entitlement to receive payment is established.

Gains or losses resulting from the movement in fair value of the Group's interest rate swaps or the Group's and Company's investments held at fair value through profit or loss are recognised in the Consolidated or Company Statement of Comprehensive Income at each valuation point.

Expenses

Expenses are accounted for on an accruals basis. Share issue expenses of the Company directly attributable to the issue and listing of shares are charged to the share premium account.

The Company issues shares to the Investment Manager in exchange for receiving investment management services. The fair value of the investment management services received in exchange for shares is recognised as an expense at the time at which the investment management fees are earned, with a corresponding increase in equity. The fair value of the investment management services is calculated by reference to the definition of investment management fees in the Investment Management Agreement.

Taxation

Under the current system of taxation in the UK, the Group is liable to taxation on its operations in the UK.

Current tax is the expected tax payable on the taxable income for the period, using tax rates that have been enacted or substantively enacted at the date of the Consolidated Statement of Financial Position.

The Group does not expect to recognise any deferred tax assets or liabilities as it would expect to avail from substantial shareholder relief on any temporary or permanent difference arising from any potential future sale of an investment.

2.    Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the application of estimates and assumptions which may affect the results reported in the financial statements. Estimates, by their nature, are based on judgement and available information.

Significant accounting estimates and assumptions

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are those used to determine the fair value of the investments as disclosed in note 9 to the financial statements.

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 cash flows are the useful life of the assets, the discount rates, the level of wind resource, 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.

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. The assumption used for the useful life of the wind farms is 30 years. 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 cash flows are reviewed periodically 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 that inflation will increase at a long term rate.

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. Longer term future power prices are estimated using external third party forecasts, and these are overlaid by the forward curve for shorter term power price forecasts. These may be adjusted by the Investment Manager where more conservative assumptions are considered appropriate. These third party forecasts take the form of specialist consultancy reports, reflecting various factors including gas prices, carbon prices and renewables deployment, each of which reflect the UK and global response to climate change. The future power price assumptions are reviewed as and when these forecasts are updated. There is an inherent uncertainty in future wholesale electricity price projection.

Specifically commissioned external reports are used to estimate the expected electrical output from the wind farm assets taking into account the expected average wind speed at each location and generation data from historical operation. The actual electrical output may differ considerably from that estimated in such a report mainly due to the variability of actual wind to that modelled in any one period. Assumptions around electrical output will be reviewed periodically in the future when more meaningful information is available on average wind speeds in the UK, which can cause a material change in this expectation as has happened during 2025.

As disclosed in note 10, the fair value of guarantees and counter indemnities provided by the Group on behalf of its investments are considered to be £nil, as the Directors do not expect Group cash flows to crystalise as a result of these guarantees or counter indemnities.

Significant judgement

As disclosed in note 1, the Directors have concluded that the Company meets the definition of an investment entity as defined in IFRS 10, IFRS 12 and IAS 27. This conclusion involved a degree of judgement and assessment as to whether the Company met the criteria outlined in the accounting standards.

Holdco is consolidated as this company is not an investment entity itself and its main purpose is to provide investment related services. While Holdco holds investment as beneficial owner it provides significant investment related services. In addition, the investment manager contract is with Plc and all strategic investment decisions are made at this level. The Directors have therefore concluded that Holdco is not an investment entity itself and is therefore consolidated.

3.    Investment management fees

Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a combination of a Cash Fee and an Equity Element from the Company.

The Cash Fee is based upon the lower of market capitalisation and NAV as at the start of the quarter in question on the following basis:

·          on that part of the lower of the then most recently announced NAV and market capitalisation up to and including £500 million, an amount equal to 0.25 per cent of such part of the NAV;

·          on that part of the lower of the then most recently announced NAV and market capitalisation over £500 million and up to and including £1,000 million, an amount equal to 0.225 per cent of such part of the NAV;

·          on that part of the lower of the then most recently announced NAV and market capitalisation over £1,000 million and up to and including £3,000 million, an amount equal to 0.2 per cent of such part of the NAV; and

·          on that part of the lower of the then most recently announced NAV and market capitalisation over £3,000 million, an amount equal to 0.175 per cent of such part of the NAV.

The Equity Element is calculated quarterly in advance and has a value as set out below:

·          on that part of the lower of the then most recently announced NAV and market capitalisation up to and including £500 million, 0.05 per cent; and

·          on that part of the lower of the then most recently announced NAV and market capitalisation over £500 million up to and including £1,000 million, 0.025 per cent.

The ordinary shares issued to the Investment Manager under the Equity Element are subject to a 3 year lock up starting from the quarter in which they are due to be paid.

As at 31 December each year, the Cash Fee and Equity Element shall be subject to a true-up to the value that would have been deliverable had they been calculated quarterly in arrears.

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

	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Cash Fee	21,343	29,543
Equity Element	1,500	1,500
	22,843	31,043

The value of the Equity Element and the Cash Fee detailed in the table above include the true-up amount for the year calculated in accordance with the Investment Management Agreement.

The Cash Fee relating to the quarter ended 31 December 2025 was accrued at year end. This is further detailed in note 20.

4.   Investment income

	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Dividends received (note 20)	294,546	323,609
Interest on shareholder loan investment received (note 20)	81,288	71,106
Other investment income (note 20)	19,000	-
	394,834	394,715

5.   Operating expenses

	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Management fees (note 3)	22,843	31,043
Group and SPV administration fees	1,450	1,330
Non-executive Directors' fees	467	415
Other expenses	3,464	4,174
Fees to the Group's Auditor:
for audit of the statutory financial statements	286	273
for other audit related services	5	5
	28,515	37,240

Total fees payable to the Group's Auditor, BDO LLP, for non-audit services during the year ended 31 December 2025 were £5,350 (2024: £5,100), payable in relation to a limited procedures   on the half year report.

6.   Taxation

	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
UK Corporation Tax charge	-	-
	-	-

The tax charge for the year shown in the Statement of Comprehensive Income is lower than the standard rate of corporation tax of 25 per cent (2024: 25 per cent). The differences are explained below.

	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
(Loss) / profit for the year before taxation	(192,617)	(55,415)
(Loss) / profit for the year multiplied by the standard rate of corporation tax of 25 per cent (2024: 25 per cent)	(48,154)	(13,854)
Fair value movements (not subject to taxation)	112,235	87,463
Dividends received (not subject to taxation)	(78,386)	(80,902)
Expenditure not deductible for tax purposes	182	422
Surrendering of tax losses to unconsolidated subsidiaries for nil consideration	7,078	-
Other net tax adjustments	5,466	5,375
Adjustment from previous period	1,579	1,496
Total tax charge	-	-

7.   Earnings per share

	For the year ended 31 December 2025	For the year ended 31 December 2024
Loss attributable to equity holders of the Company - £'000	(192,617)	(55,415)
Weighted average number of ordinary shares in issue	2,211,263,130	2,282,844,863
Basic and diluted (losses) from continuing operations in the year (pence)	(8.71)	(2.43)

Dilution of the earnings per share as a result of the Equity Element of the investment management fee as disclosed in note 3 does not have a significant impact on the basic earnings per share.

8.   Dividends declared with respect to the year

Interim dividends paid during the year ended 31 December 2025	Dividend per share	Total dividend
	pence	£'000
With respect to the quarter ended 31 December 2024	2.50	56,173
With respect to the quarter ended 31 March 2025	2.59	57,781
With respect to the quarter ended 30 June 2025	2.59	57,111
With respect to the quarter ended 30 September 2025	2.59	55,982
	10.27	227,047

Interim dividends declared after 31 December 2025 and not accrued in the year	Dividend per share	Total dividend
	pence	£'000
With respect to the quarter ended 30 December 2025	2.59	55,908
	2.59	55,908

On 28 January 2026, the Company announced a dividend of 2.59 pence per share with respect to the quarter ended 31 December 2025, bringing the total dividend declared with respect to the year to 31 December 2025 to £226.8 million, equivalent to 10.35 pence per share. The record date for the dividend was 13 February 2026 and the payment date is 27 February 2026.

The following table shows dividends paid in the prior year.

Interim dividends paid during the year ended 31 December 2024	Dividend per share	Total dividend
	pence	£'000
With respect to the quarter ended 31 December 2023	3.43	79,114
With respect to the quarter ended 31 March 2024	2.50	57,268
With respect to the quarter ended 30 June 2024	2.50	56,843
With respect to the quarter ended 30 September 2024	2.50	56,552
	10.93	249,777

9.    Investments at fair value through profit or loss

	31 December 2025	31 December 2024
Group	£'000	£'000
Opening balance 1 January 2025	5,142,245	5,538,636
Additions	176	14,553
Disposals	(102,628)	(41,276)
Repayment of shareholder loan investments (note 20)	(9,198)	(28,439)
Movement in fair value of investments	(445,609)	(341,229)
	4,584,986	5,142,245

The investments made in underlying assets are carried at fair value through profit and loss. The investments are typically made through a combination of shareholder loans and equity into the SPVs which own the underlying asset. The value of the shareholder loan investments as at 31 December 2025 including loan interest receivable was £1,313,116,608 (2024: £1,437,028,860).

The movement in investments of the Company during the year and the prior year was made up as follows:

	31 December 2025	31 December 2024
Company	£'000	£'000
Opening balance	5,177,725	5,558,357
Loan advanced to Holdco (note 20)	1,252	17,061
Repayment of loan to Holdco (note 20)	(515,546)	(482,467)
Movement in fair value of investments	(66,452)	84,774
	4,596,979	5,117,725

The Company's shareholder loan investment in Holdco is repayable on demand.

Fair value measurements

IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following 3 levels:

·    Level 1 - 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 assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

·    Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

The determination of what constitutes 'observable' requires significant judgement by the Group. The Group considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The financial instruments held at fair value are the investments held by the Group in the SPVs and the interest rate swaps associated with its term debt facilities, which are fair valued at each reporting date. The Group's investments have been classified within Level 3 as the investments are not traded and contain unobservable inputs. The Company's investments are all considered to be Level 3 assets. As the fair value of the Company's equity and loan investments in Holdco 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.

Due to the nature of the investments, they are always expected to be classified as Level 3. There have been no transfers between levels during the year ended 31 December 2025.

Any transfers between the levels would be accounted for on the last day of each financial period.

Valuations are derived using a discounted cash flow methodology in line with IPEV Valuation Guidelines and take into account, inter alia, the following:

·    due diligence findings where relevant;

·    the terms of any material contracts including PPAs;

·    asset performance;

·    power price forecast from a leading market consultant; and

·    the economic, taxation or regulatory environment.

Further detail on classification of the Group's interest rate swaps is outlined in note 14.

Sensitivity analysis

The fair value of the Group's investments is £4,854,985,219 (2024: £5,142,244,619). The analysis below is provided to illustrate the sensitivity of the fair value of investments to an individual input, while all other variables remain constant. The Board considers these changes in inputs to be within reasonable expected ranges. This is not intended to imply the likelihood of change or that possible changes in value would be restricted to this range.

31 December 2025

Input	Base case	Change in input	Change in                     fair value of investments	Change in NAV per share
			£'000	pence
Discount rate	11 per cent levered portfolio IRR	+ 0.5 per cent	(129,975)	(6.0)
		- 0.5 per cent	137,172	6.4
Long term inflation rate	CPI: 2.4 per cent (2026 & 2027), 2.5 per cent thereafter	- 0.5 per cent	(119,475)	(5.5)
		+ 0.5 per cent	125,296	5.8
Energy yield	P50	10 year P90	(289,068)	(13.8)
		10 year P10	288,952	13.4
Power price	Forecast by leading consultant	- 10 per cent	(298,828)	(13.8)
		+ 10 per cent	298,507	13.8
Asset life	30 years	- 5 years	(349,782)	(16.2)
		+ 5 years	244,082	11.3

31 December 2024

Input	Base case	Change in input	Change in                     fair value of investments	Change in NAV per share
			£'000	pence
Discount rate	11 per cent levered portfolio IRR	+ 0.5 per cent	(149,622)	(6.6)
		- 0.5 per cent	157,924	7.0
Long term inflation rate	RPI: 3.5 per cent to 2030, 2.5 per cent thereafter CPI: 2.5 per cent	- 0.5 per cent	(149,036)	(6.6)
		+ 0.5 per cent	156,298	6.9
Energy yield	P50	10 year P90	(331,025)	(14.7)
		10 year P10	330,927	14.7
Power price	Forecast by leading consultant	- 10 per cent	(324,541)	(14.4)
		+ 10 per cent	321,437	14.3
Asset life	30 years	- 5 years	(330,080)	(14.6)
		+ 5 years	219,042	9.7

The portfolio is valued on an unlevered basis using a lower discount rate for fixed cash flows and a higher discount rate for merchant cash flows. This results in a blended unlevered portfolio IRR. The equivalent levered portfolio IRR is calculated assuming 35 per cent gearing and an interest rate of 5 per cent.

The sensitivities above are assumed to be independent of each other. Combined sensitivities are not presented. The sensitivity analysis shown above would be the same for the Company as for the Group. Also see the high transition risk scenario discussed in the Strategic Report.

10.  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 1, these subsidiaries have not been consolidated in the preparation of the financial statements:

Investment	Place of Business	Ownership Interest as at 31 December 2025	Ownership Interest as at 31 December 2024
Bin Mountain	Northern Ireland(11)	100%	100%
Braes of Doune	Scotland(13)	100%	100%
Breeze Bidco(1)	Scotland(12)	100%	100%
Brockaghboy	Northern Ireland(11)	100%	100%
Carcant	Scotland(13)	100%	100%
Church Hill	Northern Ireland(11)	100%	100%
Corriegarth	Scotland(13)	100%	100%
Cotton Farm	England(12)	100%	100%
Crighshane	Northern Ireland(11)	100%	100%
Earl's Hall Farm	England(12)	100%	100%
Glen Kyllachy	Scotland(12)	100%	100%
Kildrummy	Scotland(12)	100%	100%
Langhope Rig	Scotland(12)	100%	100%
Maerdy	Wales(12)	100%	100%
North Hoyle	Wales(12)	100%	100%
Screggagh	Northern Ireland(11)	100%	100%
Slieve Divena	Northern Ireland(11)	100%	100%
Slieve Divena 2	Northern Ireland(11)	100%	100%
South Kyle	Scotland(13)	100%	100%
Stroupster	Scotland(12)	100%	100%
Tappaghan	Northern Ireland(11)	100%	100%
Twentyshilling	Scotland(12)	100%	100%
Walney Holdco(2)	England(12)	100%	100%
Windy Rig	Scotland(12)	100%	100%
Hornsea 1 Holdco (3)	England (14)	84.4%	0%
Bicker Fen	England(12)	80%	80%
Fenlands(4)	England(12)	80%	80%
Humber Holdco(5)	England(12)	77.2%	77.2%
Breeze Bildco(1)	Scotland(12)	75.0%	75%
Dunmaglass Holdco(6)	Scotland(12)	71.2%	71.2%
Stronelairg Holdco(7)	Scotland(12)	71.2%	71.2%
Andershaw	Scotland(12)	67.3%	100%
Bishopthorpe	England(12)	67.3%	100%
Kype Muir Extension	Scotland(12)	65.5%	65.5%
Hoylake(8)	England(12)	62.7%	62.7%
Dalquhandy	Scotland(13)	60%	60%
Douglas West	Scotland(13)	60%	60%
London Array (9)	England(12)	54.9%	54.9%
Drone Hill	Scotland(13)	51.6%	51.6%
North Rhins	Scotland(12)	51.6%	51.6%
Sixpenny Wood	England(12)	51.6%	51.6%
Yelvertoft	England(12)	51.6%	51.6%
SYND Holdco(10)	UK(12)	51.6%	51.6%

(1) The Group's investment in Tom nan Clach is held through Breeze Bidco.

(2) The Group holds 100 per cent of Walney Holdco, which owns 25.1 per cent of Walney Wind Farm, resulting in the Group holding a 25.1 per cent indirect investment in Walney Wind Farm.

(3) The Group holds 84.4 per cent of Beaufort, which owns 25 per cent of Hornsea 1 Holdco, which owns 50 per cent of Hornsea 1, resulting in the Group holding a 10.55 per cent indirect investment in Hornsea 1.

(4) The Group's investments in Deeping St. Nicholas, Glass Moor, Red House and Red Tile are held through Fenlands.

(5) The Group holds 77.2 per cent of Humber Holdco, which owns 49 per cent of Humber Wind Farm, resulting in the Group holding a 37.8 per cent indirect investment in Humber Wind Farm.

(6) The Group holds 71.2 per cent of Dunmaglass Holdco, which owns 49.9 per cent of Dunmaglass Wind Farm, resulting in the Group holding a 35.5 per cent indirect investment in Dunmaglass Wind Farm.

(7) The Group holds 71.2 per cent of Stronelairg Holdco, which owns 49.9 per cent of Stronelairg Wind Farm, resulting in the Group holding a 35.5 per cent indirect investment in Stronelairg Wind Farm.

(8) The Group holds 62.7 per cent of Hoylake, which owns 25 per cent of Burbo Bank Extension, resulting in the Group holding a 15.7 per cent indirect investment in Burbo Bank Extension.

(9) The Group holds 54.9 per cent of London Array Holdco, which owns 25 per cent of London Array Limited, resulting in the Group holding a 13.7 per cent indirect investment in London Array Limited.

(10) The Group's investments in Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft are held through SYND Holdco.

(11) The registered office address is Unit 4, The Legacy Building, Queens Road, Belfast, Northern Ireland, BT3 9DT.

(12) The registered office address is 5th Floor, 20 Fenchurch Street, London, England, EC3M 3BY.

(13) The registered office address is DLA Piper Scotland LLP Collins House, Rutland Square, Edinburgh, United Kingdom, EH1 2AA

(14) The registered office address is 5 Howick Place, London, SW1P 1WG

There are no significant restrictions on the ability of the Group's unconsolidated subsidiaries to transfer funds in the form of cash dividends.

The following table shows associates and joint ventures of the Group which have been recognised at fair value as permitted by IAS 28 "Investments in Associates and Joint Ventures":

Investment	Place of Business	Ownership Interest as at 31 December 2025	Ownership Interest as at 31 December 2024
ML Wind(1)	England(2)	49%	49%
Little Cheyne Court	England(2)	41%	41%
Clyde	Scotland(3)	28.2%	28.2%
Rhyl Flats	Wales(2)	24.95%	24.95%
Hornsea 1 Holdco (5)	England(4)	0%	25%

(1) The Group's investments in Middlemoor and Lindhurst are 49 per cent. These are held through ML Wind.

(2) The registered office address is Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, SN5 6PB.

(3) The registered office address is Inveralmond House, 200 Dunkeld Road, Perth, PH1 3AQ.

(4) The registered office address is 5 Howick Place, London, SW1P 1WG.

(5) Ownership in Hornsea 1 Holdco was restructured during the year resulting in a new ownership structure where the Group now holds 84.4 per cent of Beaufort which via its 100% subsidiary Schroders Beaufort Holdco Limited owns 25 per cent of Hornsea 1 Holdco, which owns 50 per cent of Hornsea 1, resulting in the Group holding a 10.55 per cent indirect investment in Hornsea 1 (2024: 12.5 per cent). Refer to unconsolidated subsidiaries table above.

Loans advanced by Holdco to the investments are disclosed in note 20.

Guarantees and counter indemnities provided by the Group on behalf of its investments are as follows:

Provider of security	Investment	Beneficiary	Nature	Purpose	Amount
					£'000
The Company	Hornsea 1	National Westminster Bank	Letter of credit	Debt service - Senior DSRA	58,600
The Company	London Array	Orsted	Guarantee	Offtake guarantee	52,500
The Company	London Array	Shareholders	Guarantee	JOA participants guarantee	22,500
Holdco	Clyde	SSE	Counter-indemnity	Grid, radar, decommissioning	21,771
The Company	Glen Kyllachy	RWE	Counter-indemnity	(Decommissioning/Grid/Farr wind farm wake compensation)	12,238
The Company	North Hoyle	The Crown Estate	Guarantee	Decommissioning & rent obligations	11,843
The Company	Burbo	Orsted	Counter-indemnity	Crown Estate Fees and NATS Radar obligations	11,000
The Company	London Array	Blue Transmission London Array Limited	Guarantee	OFTO O&M obligations	11,000
The Company	Twentyshilling	Whiteside Hill Wind Farm	Guarantee	Land - Access - Cabling	10,000
The Company	Hornsea 1	Orsted	Letter of credit	Lease obligations	8,607
The Company	Hornsea 1	National Westminster Bank	Letter of credit	Debt service - Mezz DSRA	6,400
The Company	Dalquhandy	BT PLC	Guarantee	V-PPA PCG	5,897
The Company	South Kyle	Land owner	Guarantee	Decommissioning obligations	5,332
The Company	South Kyle	East Ayrshire Council	Counter-indemnity/Letter of credit	Decommissioning obligations	5,000
The Company	Humber	RWE	Guarantee	Radar	4,900
The Company	South Kyle	FLS Scottish Ministers	Counter-indemnity/Letter of credit	Decommissioning obligations	4,327
The Company	South Kyle	Dumfries and Galloway Council	Counter-indemnity/Letter of credit	Decommissioning obligations	3,748
The Company	Andershaw	Statkraft	Guarantee	Decommissioning obligations	3,500
The Company	Rhyl Flats	The Crown Estate	Guarantee	Decommissioning obligations	3,401
The Company	Twentyshilling	Dumfries and Galloway Council	Counter-indemnity/ Letter of Credit	Decommissioning obligations	3,347
The Company	Dalquhandy	South Lanarkshire Council	Counter-indemnity/Letter of credit	Decommissioning obligations	2,525
The Company	Dalquhandy	South Lanarkshire Council	Counter - indemnity/Letter of credit	Decommissioning obligations	2,065
The Company	Braes of Doune	Land owner	Guarantee	Decommissioning obligations	2,000
The Company	Twentyshilling	Dumfries & Galloway Council	Counter-indemnity/Letter of credit	Decommissioning Obligations	1,807
The Company	Twentyshilling	Ministry of Defence	Guarantee	Seismic Array Equipment	1,800
The Company	Douglas West	Land owner	Guarantee	Decommissioning obligations	1,678
The Company	Twentyshilling	NATS	Guarantee	Radar	1,373
The Company	Nanclach Limited	Land owners	Counter-indemnity/Letter of credit	Decommissioning obligations	1,348
The Company	Andershaw	NATS	Guarantee	Radar	1,015
The Company	Windy Rig	NATS	Guarantee	Radar	665
The Company	Windy Rig	National Grid	Counter-indemnity/Letter of credit	Access rights, grid Decommissioning obligations	633
The Company	Stroupster	Land owners	Counter-indemnity/Unsecured guarantee	Decommissioning obligations	338
Holdco	Stronelairg	SSE	Guarantee	SPVs' obligations under Elexon and National Grid contracts	301
The Company	Hornsea 1	National Westminster Bank	Letter of credit	Debt service - MRA reserve	300
The Company	South Kyle	NATS	Guarantee	Radar	298
The Company	Dalquhandy	NATS	Guarantee	Radar	291
Holdco	Dunmaglass	SSE	Guarantee	SPVs' obligations under Elexon and National Grid contracts	201
The Company	Cotton Farm	Land owner	Guarantee	Decommissioning obligations	165
The Company	Sixpenny Wood	Land owner	Guarantee	Community fund obligations	150
The Company	Twentyshilling	Land owner	Counter - indemnity/Letter of credit	Decommissioning obligations	96
The Company	Windy Rig	East Ayrshire Council	Guarantee	Land - Access	94
The Company	Yelvertoft	Daventry District Council	Guarantee	Decommissioning obligations	82
The Company	Langhope Rig	Barclays Bank Plc/Land owner	Counter-indemnity/Letter of credit	Decommissioning obligations	81
The Company	Maerdy	Natural Resources Wales	Guarantee	Access rights to neighbouring land	n/a
					285,217

The fair value of these guarantees and counter indemnities provided by the Group are considered to be £nil (2024: £nil) as disclosed in note 2.

11.  Receivables

Group	31 December 2025	31 December 2024
	£'000	£'000
Security cash deposits	18,728	13,340
Swap interest receivable from counterparties	-	3,816
VAT receivable	1,920	1,191
Prepayments	175	180
Amounts due from SPVs	229	10
	21,052	18,537

Company	31 December 2025	31 December 2024
	£'000	£'000
Security cash deposits	18,728	13,340
Prepayments	176	181
	18,904	13,521

12.  Payables

	31 December 2025	31 December 2024
Group	£'000	£'000
Loan interest payable (note 13)	12,574	13,957
Investment management fee payable (note 20)	3,577	6,737
Amounts due to SPVs	1,995	821
Share buybacks payable	98	636
Transaction costs payable	99	347
Share buyback costs payable	4	13
Commitment fees payable (note 13)	45	12
Other payables	1,387	1,167
	19,779	23,690

	31 December 2025	31 December 2024
Company	£'000	£'000
Loan interest payable (note 13)	12,574	13,957
Investment management fee payable	3,577	6,737
Share buybacks payable	98	636
Commitment fee payable (note 13)	45	12
Share buyback costs payable	4	13
Transaction costs payable	-	42
Other payables	1,348	933
	17,646	22,330

13.  Loans and borrowings

	31 December 2025	31 December 2024
Group and Company	£'000	£'000
Opening balance	1,760,000	1,790,000
Revolving credit facility
Drawdowns	-	14,000
Derecognition of RCF on modification	-	(400,000)
Recognition of RCF on modification	-	400,000
Repayments	(40,000)	(144,000)
Term debt facilities
Repayments	-	(25,000)
Derecognition of term debt facilities on modification	-	(1,365,000)
Drawdowns	-	125,000
Recognition of term debt facilities on modification	-	1,365,000
Closing balance	1,720,000	1,760,000
Reconciled as:
Current liabilities	200,000	-
Non current liabilities	1,520,000	1,760,000

	For the year ended 31 December 2025	For the year ended 31 December 2024
Group and Company	£'000	£'000
Loan interest	91,775	94,069
Facility arrangement fees	-	7,725
Swap termination fees	-	3,374
Commitment fees	1,028	1,159
Letter of credit fees	972	1,114
Professional fees	35	1,216
Other facility fees	200	188
	94,010	108,845
Loan income	-	(3,594)
Closing Balance	94,010	105,251

The loan balance as at 31 December 2025 has not been adjusted to reflect amortised cost, as the amounts are not materially different from the outstanding balances.

All borrowing ranks pari passu and is secured by a debenture over the assets of the Company, including its shares in Holdco, with fixed and floating charges in place over the assets of the Company and Holdco.

Term debt of £1,290 million is classified as non current liabilities and £200 million, with tranche maturities in November 2026, is classified as current liabilities. £1,200 million of these term loans are hedged out by interest rate swaps.

The providers, maturity dates and interest rates of these term debt facilities are set out in the table below. These are held in conjunction with the swaps at Holdco, as set out in note 14.

Provider	Maturity date	Loan margin	Loan Principal (£ 000)	Accrued interest at 31 December 2025(1)(3)
		%	£'000	£'000
NAB	01-Nov-26	1.50%	75,000	645
NAB	01-Nov-26	1.50%	25,000	215
CIBC	14-Nov-26	1.40%	100,000	785
Lloyds	09-May-27	1.60%	150,000	22
CBA	04-Nov-27	1.60%	100,000	861
ABN AMRO	02-May-28	1.75%	100,000	30
Virgin Money	03-May-28	1.75%	50,000	8
ANZ	03-May-28	1.75%	75,000	23
Barclays	03-May-28	1.75%	25,000	4
NAB	26-Sep-29	1.55%	100,000	1,441
ANZ	26-Sep-29	1.60%	75,000	1,092
AXA	31-Jan-30	3.03% (2)	125,000	1,515
AXA	31-Jan-30	1.70%	75,000	1,778
CBA	26-Sep-30	1.65%	150,000	2,203
AXA	28-Apr-31	6.434% (2)	25,000	13
AXA	28-Apr-31	1.80%	115,000	52
AXA	26-Sep-31	5.442% (2)	25,000	358
CIBC	26-Sep-31	1.75%	100,000	1,495
			1,490,000	12,540

(1) Loan interest is based on loan margin plus applicable SONIA rate or all in fixed rate

(2) All in fixed rate

(3) Excludes RCF interest of £34,409

14.  Interest rate swaps held at fair value through profit or loss

As outlined in note 13, the Group holds interest rate swaps on £1,200 million of its term loans, which effectively set interest rates payable at fixed rates.

The interest rate swaps have been recognised as separate financial instruments at fair value, as summarised in the table below.

	31 December 2025	31 December 2024
Group	£'000	£'000
Opening balance	(13,782)	-
Fair value of interest rate swap liabilities on novation (4)	-	(21,932)
Movement in fair value of interest rate swap liabilities	(878)	8,150
Fair value of interest rate swap liabilities	(14,660)	(13,782)
	31 December 2025	31 December 2024
Group	£'000	£'000
Opening balance	39,999	-
Fair value of interest rate swap assets on novation	-	28,462
Movement in fair value of interest rate swap assets	(23,467)	11,537
Fair value of interest rate swap assets	16,532	39,999
Reconciled as:
Current assets	5,205	-
Non current assets	11,327	39,999
Current liabilities	-	-
Non current liabilities	(14,660)	(13,782)
Net movement on interest rate swaps	(24,345)	26,217

(1)   As part of its debt refinancing in the prior year, the Company novated its existing interest rate swaps to Holdco and entered into new interest rate swaps with Holdco.

IFRS 13 requires disclosure of fair value measurement by level, as further detailed in note 9. The fair value of the interest rate swaps associated with the Group's term debt facilities are measured at each reporting date, calculated as the present value of estimated future cash flows under the fixed and floating leg of each swap. Therefore, these have been classified as level 2, because they contain inputs other than quoted prices that are observable for the asset.

Due to the nature of the interest rate swaps, they are always expected to be classified as Level 2. There have been no transfers between levels during the year ended 31 December 2025.

Any transfers between the levels would be accounted for on the last day of each financial period.

15.  Contingencies and commitments

The Group had no contingencies and commitments for the year ended 31 December 2025 (2024: Nil).

16.  Share capital - ordinary shares of £0.01

Date	Authorised, issued and fully paid	Number of shares issued	Share capital	Share premium	Capital redemption reserve	Treasury reserve	Total
			£'000	£'000	£'000	£'000	£'000
1 January 2025		2,254,109,306	23,074	2,471,821	113	(73,172)	2,421,836
Share buybacks:	Repurchased and cancelled	-	-	-	-	-	-
	Repurchased and held in treasury	(95,357,224)	-	-	-	(108,584)	(108,584)
		(95,357,224)	-	-	-	(108,584)	(108,584)
Shares allotted from treasury to the Investment Manager
13 February 2025	Q1 2025 Equity Element	271,791	-	61	-	314	375
15 May 2025	Q2 2025 Equity Element	250,081	-	52	-	323	375
11 August 2025	Q3 2025 Equity Element	261,524	-	30	-	345	375
14 November 2025	Q4 2025 Equity Element	266,613	-	17	-	358	375
		1,050,009	-	160	-	1,340	1,500
31 December 2025		2,159,802,091	23,074	2,471,981	113	(180,416)	2,314,752

During the year, the Company purchased a total of 95,357,224 ordinary shares, to be held in treasury at an aggregate cost of £108,584,000 (including stamp duty and other fees of £704,000).

Date	Authorised, issued and fully paid	Number of shares issued	Share capital	Share premium	Capital redemption reserve	Treasury reserve	Total
			£'000	£'000	£'000	£'000	£'000
1 January 2024		2,312,131,799	23,121	2,471,515	66	-	2,494,702
Share buybacks:	Repurchased and cancelled	(4,683,143)	(47)	-	47	-	-
	Repurchased and held in treasury	(54,504,369)	-	-	-	(74,741)	(74,741)
		(59,187,512)	(47)	-	47	(74,741)	(74,741)
Shares allotted from treasury to the Investment Manager
7 May 2024	True-up of 2023 and Q4 2023 Equity Element	230,238	-	58	-	317	375
7 May 2024	Q1 2024 Equity Element	228,532	-	57	-	318	375
7 May 2024	Q2 2024 Equity Element	234,415	-	59	-	316	375
31 July 2024	Q3 2024 Equity Element	235,420	-	62	-	313	375
6 November 2024	Q4 2024 Equity Element	236,414	-	70	-	305	375
		1,165,019	-	306	-	1,569	1,875
31 December 2024		2,254,109,306	23,074	2,471,821	113	(73,172)	2,421,836

The Company announced its initial share buyback programme at the end of October 2023 and during the year, no shares (2024: 4.7 million) were repurchased and cancelled at a cost of £nil (2024: £6,788,000). In addition, 95.3 million shares (2024: 54.5 million) have been repurchased and held in treasury at a cost of £108,584,000 (2024: £81,529,000).

Pursuant to the terms of the Investment Management Agreement, the Investment Manager receives an Equity Element as part payment of its investment management fee as disclosed in note 3. The figures given in the table in note 3 include the true-up amount of the investment management fee for the periods calculated in accordance with the Investment Management Agreement and allotted subsequent to 31 December 2025. During the year, 1.0 million shares held in treasury were reinstated with the full rights of Ordinary Shares and issued to the Investment Manager.

As at 31 December 2025, the Company had 147,646,565 shares held in treasury and the total number of ordinary shares in issue, excluding the shares held in treasury, was 2,159,802,091.

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

17.  Net assets per share

Group and Company	31 December 2025	31 December 2024
Net assets - £'000	2,882,356	3,409,104
Number of ordinary shares issued	2,159,802,091	2,254,109,306
Total net assets - pence	133.5	151.2

18.  Reconciliation of operating profit for the year to net cash from operating activities

	For the year ended 31 December 2025	For the year ended 31 December 2024
Group	£'000	£'000
Operating (loss)/ profit for the year	(74,262)	23,619
Adjustments for:
Movement in fair value of investments (note 9)	445,609	341,229
Transaction costs	369	807
(Increase)/ decrease in receivables	(6,333)	26,444
Decrease in payables	(1,485)	(2,588)
Equity Element of Investment Manager's fee (note 3)	1,500	1,500
Net cash flows generated from operating activities	365,398	391,011

	For the year ended 31 December 2025	For the year ended 31 December 2024
Company	£'000	£'000
Operating (loss)/ profit for the year	(90,957)	55,411
Adjustments for:
Movement in fair value of investments (note 9)	66,452	(84,774)
(Increase)/ decrease in receivables	(5,387)	26,896
Decrease in payables	(2,789)	(880)
Equity Element of Investment Manager's fee (note 3)	1,500	1,500
Net cash flows used in operating activities	(31,181)	(1,847)

Reconciliation of cash flows and non cash flow changes in liabilities arising from financing activities

	Loans and borrowings	Other liabilities
Group and Company	£'000	£'000
As at 1 January 2025	1,760,000	10,096
Cash flows (net)	(40,000)	(91,536)
Movements in Statement of Comprehensive Income	-	94,010
As at 31 December 2025	1,720,000	12,570
	Loans and borrowings	Other liabilities
Group and Company	£'000	£'000
As at 1 January 2024	1,790,000	5,791
Cash flows (net)	(30,000)	(100,946)
Movements in Statement of Comprehensive Income	-	105,251
As at 31 December 2024	1,760,000	10,096

19.  Financial risk management

The Investment Manager and the Administrator report to the Board on a quarterly basis and provide information to the Board which allows it to monitor and manage financial risks relating to its operations. The Group's activities expose it to a variety of financial risks: market risk (including price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk.

The Group's market risk is managed by the Investment Manager in accordance with the policies and procedures in place. The Group's overall market positions are monitored on a quarterly basis by the Board.

Price risk

Price risk is defined as the risk that the fair value of a financial instrument held by the Group will fluctuate. Investments are measured at fair value through profit or loss and are valued on a discounted cash flow basis. Therefore, the value of these investments will be (amongst other risk factors) a function of the discounted value of their expected cash flows and, as such, will vary with movements in interest rates and competition for such assets. As disclosed in note 9, the key assumptions determining fair value of investments are subjective and therefore it is feasible that a reasonable alternative assumption may be used resulting in a different valuation for these investments.

Interest rate risk

The Group's interest rate risk on interest bearing financial assets is limited to interest earned on security cash deposits. The Group also has exposure to interest rate risk due to floating interest rates required to service external borrowings through the RCF and the unhedged £115 million term loan tranche with AXA. An increase of 1 per cent (2024: 1 per cent) represents the Investment Manager's assessment of a reasonably possible change in interest rates. Should the SONIA rate increase by 1 per cent, the annual interest due on the RCF and AXA term loan would increase by £3,450,000 (2024: £3,850,000) on the basis that the RCF is £230 million drawn (2024: £270 million). The Group's only other exposure to interest rate risk is due to the £150 million term loan with Lloyds, £75 million term loan with AXA and £50 million term loan with Virgin Money, all of which are hedged by different counterparties. No material impact is expected for these swaps. The Investment Manager regularly monitors interest rates to ensure the Group has adequate provisions in place in the event of significant fluctuations.

The Group also has exposure to interest rate risk due to floating interest rates with respect to the fair values of the associated interest rate swaps hedging variable interest rate risk on term debt tranches. Should the SONIA rate decrease by 1 per cent, the net fair value of the Group's interest rate swaps would decrease by £29,647,000 (2024: £45,923,000).

The associated interest rate swaps on amounts drawn under the other term debt facilities detailed in note 14, effectively set interest payable at a fixed rate for the full term of the respective loans, thereby mitigating the risks associated with the variability of cash flows arising from interest rate fluctuations.

The Board considers that, as shareholder loan investments bear interest at a fixed rate, they do not carry any interest rate risk.

The Group's interest bearing assets and liabilities as at 31 December 2025 are summarised below:

Group	Fixed rate	Floating rate
	£'000	£'000
Assets
Security cash deposits (note 11)	-	18,728
Interest rate swaps held at fair value through profit or loss (note 14)	-	16,532
Investments (note 9)	1,313,117	-
	1,313,117	35,260
Liabilities
Loans and borrowings (note 13)	(1,375,000)	(345,000)
Interest rate swaps held at fair value through profit or loss (note 14)	-	(14,660)
	(1,375,000)	(359,660)

The Group's interest bearing assets and liabilities as at 31 December 2024 are summarised below:

Group	Fixed rate	Floating rate
	£'000	£'000
Assets
Security cash deposits (note 11)	-	13,340
Swap interest receivable from counterparties (note 11)	-	3,816
Interest rate swaps held at fair value through profit or loss	-	39,999
Investments	1,437,029	-
	1,437,029	57,155
Liabilities
Loans and borrowings (note 13)	(1,375,000)	(385,000)
Interest rate swaps held at fair value through profit or loss	-	(13,781)
	(1,375,000)	(398,781)

The Company's interest bearing assets and liabilities as at 31 December 2025 are summarised below:

Company	Fixed rate	Floating rate
	£'000	£'000
Assets
Security cash deposits (note 11)	-	18,728
Other receivables (note 11)	-	-
	-	18,728
Liabilities
Loans and borrowings (note 13)	(1,375,000)	(345,000)
	(1,375,000)	(345,000)

The Company's interest bearing assets and liabilities as at 31 December 2024 are summarised below:

Company	Fixed rate	Floating rate
	£'000	£'000
Assets
Security cash deposits (note 11)	-	18,728
Other receivables (note 11)	-	-
	-	18,728
Liabilities
Loans and borrowings (note 13)	(1,375,000)	(345,000)
	(1,375,000)	(345,000)

Foreign currency risk

Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes in foreign exchange rates. The Group's financial assets and liabilities are denominated in GBP and substantially all of its revenues and expenses are in GBP. The Group is not considered to be materially exposed to foreign currency risk.

Credit risk

Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Group is exposed to credit risk in respect of other receivables, cash at bank, security cash deposits, loan investments and loan advances. The Group's credit risk exposure is minimised by dealing with financial institutions with investment grade credit ratings and making loan investments which are equity in nature. As loan investments are carried at fair value, any credit risk movement is reflected in the fair value. The Investment Manager regularly reviews the future cash flows and valuations of the investee companies, to gain comfort as to the recoverability of the loans. No balances are past due or impaired.

The table below details the Group's maximum exposure to credit risk:

Group	31 December 2025	31 December 2024
	£'000	£'000
Other receivables (note 11)	1,920	1,191
Swap interest receivable from counterparties (note 11)	-	3,816
Cash at bank	14,225	5,795
Security cash deposits (note 11)	18,728	13,340
Interest rate swaps held at fair value through profit or loss (note 14)	1,872	26,217
Loan investments (note 9)	1,313,117	1,437,029
	1,349,862	1,487,388

The table below details the Company's maximum exposure to credit risk:

Company	31 December 2025	31 December 2024
	£'000	£'000
Other receivables (note 11)	-	0
Cash at bank	4,119	188
Security cash deposits (note 11)	18,728	13,340
Loan investments (note 9)	1,716,403	2,230,698
	1,739,250	2,244,226

The table below shows the cash balances of the Group and the credit rating for each counterparty:

Group	Rating	31 December 2025	31 December 2024
		£'000	£'000
RBS International	A	14,225	5,795
		14,225	5,795

The table below shows the cash balances of the Company and the credit rating for each counterparty:

Company	Rating	31 December 2025	31 December 2024
		£'000	£'000
RBS International	A	4,119	188
		4,119	188

Liquidity risk

Liquidity risk is the risk that the Group and the Company may not be able to meet a demand for cash or fund an obligation when due. The Investment Manager and the Board continuously monitor forecast and actual cash flows from operating, financing and investing activities to consider payment of dividends, the repurchase of ordinary shares, repayment of the Company's outstanding debt or further investing activities.

The following tables detail the Group's expected maturity for its financial assets (excluding equity) and liabilities together with the contractual undiscounted cash flow amounts:

Group - 31 December 2025	Less than 1 year	1 - 5 years	5+ years	Total
	£'000	£'000	£'000	£'000
Assets
Other receivables (note 11)	1,920	-	-	1,920
Cash at bank	14,225	-	-	14,225
Security cash deposits (note 11)	18,728	-	-	18,728
Loan investments	-	-	1,313,117	1,313,117
Swap interest receivable from counterparties (note 11)	-	-	-	-
Interest rate swaps held at fair value through profit or loss (note 14)	8,818	7,904	29	16,751
Liabilities
Other payables (note 12)	(19,779)	-	-	(19,779)
Loans and borrowings	(287,845)	(1,428,605)	(272,613)	(1,989,063)
Interest rate swaps held at fair value through profit or loss (note 14)	(5,753)	(9,367)	-	(15,120)
	(269,686)	(1,430,068)	1,040,533	(659,221)

Group - 31 December 2024	Less than 1 year	1 - 5 years	5+ years	Total
	£'000	£'000	£'000	£'000
Assets
Other receivables (note 11)	1,191	-	-	1,191
Cash at bank	5,795	-	-	5,795
Security cash deposits (note 11)	13,340	-	-	13,340
Loan Investments	-	-	1,437,029	1,437,029
Swap interest receivable from counterparties (note 11)	3,816	-	-	3.816
Interest rate swaps held at fair value through profit or loss (note 14)	-	24,495	15,504	39,999
Liabilities
Other payables (note 12)	(23,690)	-	-	(23,690)
Loans and borrowings	(106,901)	(1,427,970)	(648,337)	(2,183,208)
Interest rate swaps held at fair value through profit or loss (note 14)	-	(13,782)	-	(13,782)
	(106,449)	(1,417,257)	804,196	(719,510)

Liquidity risk

The shareholder loan investments are repayable on demand.

The following tables detail the Company's expected maturity for its financial assets (excluding equity) and liabilities together with the contractual undiscounted cash flow amounts:

Company - 31 December 2025	Less than 1 year	1 - 5 years	5+ years	Total
	£'000	£'000	£'000	£'000
Assets
Cash at bank	4,119	-	-	4,119
Security cash deposits (note 11)	18,728	-	-	18,728
Loan investments	-	-	1,716,403	1,716,403
Liabilities
Other payables (note 12)	(17,646)	-	-	(17,646)
Loans and borrowings	(287,845)	(1,428,605)	(272,613)	(1,989,063)
	(282,644)	(1,428,605)	1,443,790	(267,459)

Company - 31 December 2024	Less than 1 year	1 - 5 years	5+ years	Total
	£'000	£'000	£'000	£'000
Assets
Cash at bank	188	-	-	188
Security cash deposits (note 11)	13,340	-	-	13,340
Loan investments	-	-	2,230,698	2,230,698
Liabilities
Other payables (note 12)	(22,330)	-	-	(22,330)
Loans and borrowings	(106,901)	(1,427,970)	(648,337)	(2,183,208)
	(115,703)	(1,427,970)	1,582,361	38,688

The Group and Company will use cash flow generation, equity placings, debt refinancing or disposal of assets to manage liabilities as they fall due in the longer term.

Capital risk management

The Company considers its capital to comprise ordinary share capital, distributable reserves and retained earnings. The Company is not subject to any externally imposed capital requirements.

The Group's and the Company's primary capital management objectives are to ensure the sustainability of its capital to support continuing operations, meet its financial obligations and allow for growth opportunities. Generally, acquisitions are anticipated to be funded with a combination of current cash, debt and equity.

20.  Related party transactions

Amounts paid to the Directors during the year are as outlined in the Directors' Remuneration Report. £63,681 (2024: £49,555) of employer's national insurance was paid on non-executive Directors' fees during the year.

During the year, the Company increased its loan to Holdco by £1,252,260 (2024: £17,061,045) and Holdco settled amounts of £515,547,044 (2024: £482,466,847). The amount outstanding at the year-end was £1,716,402,891 (31 December 2024: £2,230,697,675).

Under the terms of a Management Services Agreement with Holdco, the Company receives £1,252,260 per annum in relation to management and administration services. During the year, £1,252,260 (2024: £2,665,488) was paid from Holdco to the Company under this agreement. In 2025, £1,252,260 (2024:1,252,260) was in relation to the Management Services and £nil (2024: £1,413,228) was in relation to a prior year Management services true up). Holdco has Management Service Agreements in place with various wind farm SPVs. Total amounts received by Holdco, amounts paid by Holdco to the Investment Manager and amounts paid by Holdco to the Administrator during the year with respect to services to the SPVs are outlined in the table on the below.

During the year, Holdco received £3,080,741 (2024: £3,398,808) in relation to ROC proceeds on behalf of Bin Mountain, Carcant and Tappaghan.

As at 31 December 2025, £481,712 was due to Bicker Fen (2024: £209,721), £1,509,362 was due to Fenlands (2024: £664,108), £2,798 was due to North Hoyle (2024: £2,798), £195,000 was due from Schroders Greencoat Beaufort LP (2024:£nil), £8,079 was due from Braes of Doune (2024: £8,079), £23,105 was due from Church Hill (2024:£nil), £nil was due to London Array (2024: £32,234) and £nil was due from SYND (2024: £1,839) in respect of recharges and tax payments/rebates paid/received by Holdco.

As at 31 December 2025, £1,316 was due to be recharged split between each of the following SPVs; Bin Mountain, Braes of Doune, Carcant, Cotton Farm, Earl's Hall, Kildrummy, Kype Extension, Maerdy, Stroupster, Tappaghan, Screggagh, Langhope Rig, Bishopthorpe, Slieve Divena, North Hoyle, Corriegarth, Brockaghboy, Crighshane, Church Hill, Slieve Divena 2, Andershaw, Windy Rig, Glen Kyllachy, Twenty Shilling, Drone Hill, North Rhins, Sixpenny, Yelvertoft, Douglas West and Dalquhandy in respect of professional fees paid by Holdco on behalf of the SPVs.

As at 31 December 2025, under the terms of the Investment Management Agreement, the Company owed the Investment Manager a Cash Fee of £3,576,570, which is net of £2,915,417 that related to market capitalisation true-ups with respect to Q3 and Q4 2025.

	For the year ended 31 December 2025
	Income received	Expenses paid to the Investment Manager	Expenses paid to the Administrator
	£	£	£
Andershaw, Bin Mountain, Bishopthorpe, Braes of Doune, Brockaghboy, Carcant, Church Hill, Cotton Farm, Corriegarth, Crighshane, Dalquhandy, Douglas West, Earl's Hall Farm, Glen Kyllachy, Kildrummy, Langhope Rig, Maerdy, North Hoyle, Screggagh, Slieve Divena, Slieve Divena 2, South Kyle Wind, Stroupster, Tappaghan, Tom Nan Clach, Twentyshilling, Windy Rig: £60,674 income receivable per wind farm per annum £30,337 expenses payable to the Investment Manager per wind farm per annum £30,337 expenses payable to the Administrator per wind farm per annum	1,667,242	833,621	833,621
Drone Hill, North Rhins, Sixpenny Wood, Yelvertoft: £48,248 income receivable per wind farm per annum £24,124 expenses payable to the Investment Manager per wind farm per annum £24,124 expenses payable to the Administrator per wind farm per annum	208,384	104,192	104,192
Dunmaglass Holdco, Stronelairg Holdco : £9,140 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per wind farm per annum £9,140 expenses payable to the Administrator per wind farm per annum	18,279	-	18,279
Bicker Fen, Fenlands: £3,464 income receivable per wind farm per annum £3,113, expenses payable to the Investment Manager per wind farm per annum £351 expenses payable to the Administrator per wind farm per annum	6,929	6,227	702
Walney Holdco: £22,994 income receivable per annum £11,497 expenses payable to the Investment Manager per annum £11,497 expenses payable to the Administrator per annum	22,994	11,497	11,497
Humber Holdco : £9,017 income receivable per annum £nil expenses payable to the Investment Manager per annum £9,017 expenses payable to the Administrator per annum	9,017	-	9,017
Burbo Bank Extension: £11,497 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per wind farm per annum £11,497 expenses payable to the Administrator per wind farm per annum	11,497	-	11,497
London Array Holdco: £14,391 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per annum £14,391 expenses payable to the Administrator per annum per annum	15,631	-	15,631
London Array: £20,787 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per annum £20,787 expenses payable to the Administrator per annum	20,787	-	20,787
SYND Holdco (1): £12,775 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per annum £12,775 expenses payable to the Administrator per annum	12,775	-	12,775
Breeze Bidco (1): £13,056 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per annum £13,056 expenses payable to the Administrator per annum	13,056	-	13,056
Hoylake Wind (1): £9,316 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per annum £9,316 expenses payable to the Administrator per annum	9,316	-	9,316
Kype Muir Extension: £63,252 income receivable per wind farm per annum £31,626 expenses payable to the Investment Manager per annum £31,626 expenses payable to the Administrator per annum	78,870	39,435	39,435
Total	2,094,777	994,972	1,099,103

For the year ended December 2024:

`	For the year ended 31 December 2024
	Income received	Expenses paid to the Investment Manager	Expenses paid to the Administrator
	£	£	£
Andershaw, Bin Mountain, Bishopthorpe, Brockaghboy, Carcant, Church Hill, Cotton Farm, Corriegarth, Crighshane, Dalquhandy, Douglas West, Earl's Hall Farm, Glen Kyllachy, Kildrummy, Langhope Rig, Maerdy, North Hoyle, Screggagh, Slieve Divena, Slieve Divena 2, South Kyle Wind, Stroupster, Tappaghan, Tom Nan Clach, Twentyshilling, Windy Rig: £59,194 income receivable per wind farm per annum per annum £29,597 expenses payable to the Investment Manager per wind farm per annum £29,597 expenses payable to the Administrator per wind farm per annum	1,539,044	769,531	769,531
Braes of Doune, Drone Hill, North Rhins, Sixpenny Wood, Yelvertoft £44,396 income receivable per wind farm per annum per annum £29,597 expenses payable to the Investment Manager per wind farm per annum £29,597 expenses payable to the Administrator per wind farm per annum	221,980	147,987	147,987
Dunmaglass Holdco(1), Stronelairg Holdco(1): £8,917 income receivable per wind farm per annum £nil expenses payable to the Investment Manager per wind farm per annum £8,917 expenses payable to the Administrator per wind farm per annum	17,834	-	17,834
Bicker Fen, Fenlands: £3,356 income receivable per wind farm per annum £3,380 expenses payable to the Investment Manager per wind farm per annum £341 expenses payable to the Administrator per wind farm per annum	6,712	6,760	682
Walney Holdco: £22,434 income receivable per annum £11,217 expenses payable to the Investment Manager per annum £11,217 expenses payable to the Administrator per annum	22,434	11,217	11,217
Humber Holdco(1): £8,798 income receivable per annum £nil expenses payable to the Investment Manager per annum £8,798 expenses payable to the Administrator per annum	8,798	-	8,798
Burbo Bank Extension(1): £11,216 income receivable per wind farm per annum per annum £nil expenses payable to the Investment Manager per wind farm per annum £11,216 expenses payable to the Administrator per wind farm per annum	11,216	-	11,216
London Array Holdco(1): £14,040 income receivable per wind farm per annum per annum £nil expenses payable to the Investment Manager per annum £14,040 expenses payable to the Administrator per annum per annum	14,040	-	14,040
London Array(1): £20,514 income receivable per wind farm per annum per annum £nil expenses payable to the Investment Manager per annum £20,280 expenses payable to the Administrator per annum	20,514	-	20,280
SYND Holdco (1): £12,463 income receivable per wind farm per annum per annum £nil expenses payable to the Investment Manager per annum £12,436 expenses payable to the Administrator per annum	12,463	-	12,463
Breeze Bidco(1): £12,738 income receivable per wind farm per annum per annum £nil expenses payable to the Investment Manager per annum £12,738 expenses payable to the Administrator per annum	12,738	-	12,738
Hoylake Wind(1): £9,089 income receivable per wind farm per annum per annum £nil expenses payable to the Investment Manager per annum £9,089 expenses payable to the Administrator per annum	9,089	-	9,089
Total	1,896,861	935,495	1,035,875

The table below shows dividends received in the year from the Group's investments.

	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Humber Holdco (1)	39,048	36,936
Clyde	30,907	26,085
Greencoat London Array Holdco(2)	26,261	31,549
Stronelairg Holdco (3)	22,841	19,200
Corriegarth	14,415	11,028
South Kyle	14,368	7,850
Walney Holdco (4)	13,053	22,146
North Hoyle	10,253	12,077
Braes of Doune	10,063	15,653
Brockaghboy	8,385	10,639
ML Wind (5)	8,036	6,713
Dunmaglass Holdco (6)	6,598	4,080
Fenlands (7)	6,072	6,800
Stroupster	5,721	13,917
Rhyl Flats	5,589	5,714
SYND Holdco (8)	5,556	9,025
Tom nan Clach (9)	3,685	3,260
Hoylake (10)	3,679	3,921
Maerdy	3,626	3,594
Little Cheyne Court	3,608	4,633
Twentyshilling	3,605	1,757
Andershaw	3,585	6,650
Screggagh	3,580	1,379
Windy Rig	3,461	4,080
Langhope Rig	3,446	3,879
Tappaghan	3,335	5,233
Slieve Divena 2	3,190	3,001
Slieve Divena	2,960	4,046
Cotton Farm	2,917	4,543
Kildrummy	2,634	4,237
Church Hill	2,594	1,662
Hornsea 1 Holdco (11)	2,171	4,264
Bicker Fen	2,160	3184
Glen Kyllachy	1,856	2,786
Dalquhandy	1,762	1,107
Kype Muir Extension	1,702	1,585
Crighshane	1,548	3,684
Bishopthorpe	1,543	3,757
Carcant	1,310	1,446
Bin Mountain	1,289	1,384
Earl's Hall Farm	1,183	2,578
Douglas West	952	2,547
	294,546	323,609

1) The Group's investment in Humber Gateway is held through Humber Holdco. (2) The Group's investment in London Array is held through London Array Holdco. (3) The Group's investment in Stronelairg is held through Stronelairg Holdco. (4) The Group's investment in Walney is held through Walney Holdco. (5) The Group's investments in Middlemoor and Lindhurst are held through ML Wind. (6) The Group's investment in Dunmaglass is held through Dunmaglass Holdco. (7) The Group's investments in Deeping St.Nicholas, Glass Moor, Red House and Red Tile are held through Fenlands. (8) The Group's investment in Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft are held through SYND Holdco (9) The Group's investment in Tom nan Clach is held through Breeze Bidco. (10) The Group's investment in Burbo Bank Extension is held through Hoylake. (11) The Group's investment in Hornsea 1 is held through Hornsea 1 Holdco.

The table below shows interest received in the year from the Group's shareholder loan investments.

	For the year ended	For the year ended
	31-Dec-25	31-Dec-24
	£'000	£'000
South Kyle	15,726	8,034
Hoylake (1)	11,319	8,971
Walney Holdco (2)	10,307	10,733
Greencoat London Array Holdco (3)	8,304	9,233
Stronelairg Holdco (4)	5,194	5,201
Glen Kyllachy	4,662	696
Clyde	4,303	4,291
Dunmaglass Holdco (5)	3,538	3,350
Kype Muir Extension	2,675	1,758
Corriegarth	2,504	2,469
Windy Rig	1,996	2,575
Tom nan Clach	1,987	2,119
Twentyshilling	1,767	2,395
Douglas West	1,709	1,105
Dalquhandy	1,382	2,971
Slieve Divena 2	1,100	1,220
Church Hill	1,023	409
Andershaw	899	1,794
Crighshane	893	1,093
Hornsea 1 Holdco (6)	-	689
	81,288	71,106

(1) The Group's investment in Walney is held through Walney Holdco.

(2) The Group's investment in London Array is held through London Array Holdco.

(3) The Group's investment in Burbo Bank Extension is held through Hoylake.

(4) The Group's investment in Stronelairg is held through Stronelairg Holdco.

(5) The Group's investment in Dunmaglass is held through Dunmaglass Holdco.

(6) The Group's investment in Hornsea 1 is held through Hornsea 1 Holdco.

On 28 July 2025, The Group transferred its shareholding in Jupiter to Schroders Greencoat Beaufort Holdco Limited, in return The Group became the sole LP in Schroders Greencoat Beaufort LP. On the 30 July 2025, The Group disposed of 7.81% of its commitment in Schroders Greencoat Beaufort LP and on 8 August 2025 The Group disposed of a further 7.81% of its commitment in Schroders Greencoat Beaufort LP. As a result, The Group holds 84.4 per cent of Beaufort, which owns 25 per cent of Hornsea 1 Holdco, which owns 50 per cent of Hornsea 1, resulting in the Group holding a 10.55 per cent indirect investment in Hornsea 1.

The table below shows other investment income received in the year from the Group's shareholder loan investments.

	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Beaufort	19,000	-
	19,000	-

^{(1) Other investment income relates to distributions received from Hornsea 1 Holdco via Beaufort.}

The table below shows the Group's shareholder loans with the wind farm investments.

	Loans at 1 January 2025(1)	Loan repayments in the year	Loans written off  in the year £'000	Loans interest capitalised in the year £'000	Disposals made in the year	Loans at 31 December 2025	Accrued interest at 31 December 2025	Total
	£'000	£'000			£'000	£'000	£'000	£'000
Andershaw	29,156			203	(9,585)	19,774	504	20,278
Church Hill	12,428	-				12,428	63	12,491
Clyde	71,503	-				71,503	998	72,501
Corriegarth	41,509	-				41,509	103	41,612
Crighshane	18,182	-				18,182	198	18,380
Dalquhandy(2)	24,527	-	(361)			24,166	365	24,531
Douglas West	23,281	-				23,281	427	23,708
Dunmaglass Holdco (3)	56,864	-				56,864	794	57,658
Glen Kyllachy	46,630	-				46,630	237	46,867
Hornsea 1 Holdco (4)	100,465	-			(100,465)(8)	-	-	-
Hoylake (5)	175,795	(2,395)				173,400	285	173,685
Kype Muir Extension	30,159	(1,583)				28,576	490	29,066
London Array (6)	127,689	-				127,689	1,096	128,785
Slieve Divena 2	20,025	-				20,025	102	20,127
South Kyle	206,791	-				206,791	1,054	207,845
Stronelairg	86,619	-				86,619	1,310	87,929
Tom nan Clach	60,604	(5,220)				55,384	150	55,534
Twentyshilling	32,190	-				32,190	164	32,354
Walney Holdco (7)	172,727	-				172,727	57	172,784
Windy Rig	36,772	-				36,772	210	36,982
	1,373,916	(9,198)	(361)	203	(110,050)	1,254,510	8,607	1,263,117

^{1) Excludes accrued interest at 31 December 2024 of £13,113,116.}

^{(2) Loan repayment was non cash restructure.}

^{(3) The Group's investment in Dunmaglass is held through Dunmaglass Holdco.}

^{(4) The Group's investment in Hornsea 1 in the prior year was held through Hornsea 1 Holdco.}

^{(5) The Group's investment in Burbo Bank Extension is held through Hoylake.}

^{(6) The Group's investment in London Array is held through London Array Holdco.}

^{(7) The Group's investment in Walney is held through Walney Holdco.}

^{(8) Non cash disposal. Interest in Hornsea 1 Holdco was restructured through Beaufort. Refer to Other investment income paragraph above for further information on this restructure.}

21.  Ultimate controlling party

In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate controlling party.

22.  Subsequent events

On 28 January 2025, the Company announced a dividend of £55.9 million, equivalent to 2.59 pence per share with respect to the quarter ended 31 December 2025, bringing the total dividend declared with respect to the year to 31 December 2025 to 10.35 pence per share. The record date for the dividend was 13 February 2026 and the payment date is 27 February 2026.

Post year end, the Company had announced cumulative buybacks of 1.6 million shares between 1 January and 16 February 2026.

On 28 January 2026, the UK Government announced the outcome of the RO Consultation being the change of indexation of the RO buy - out price to CPI from 1 April 2026. The Board and Investment Manager have reflected the impact of this in the company's NAV and NAV per share as at 31 December 2025 and resolved to align the Company's 2026 target dividend to shareholders with December 2025 CPI.

Company Information

Directors (all non-executive)	Registered Company Number
Lucinda Riches C.B.E (Chairman)	08318092
Caoimhe Giblin
Nick Winser C.B.E.	Registered Office
Jim Smith	5th Floor
Abigail Rotheroe	20 Fenchurch Street
Taraneh Azad (1)	London
	EC3M 3BY
Investment Manager	Registered Auditor
Schroders Greencoat LLP	BDO LLP
1 London Wall Place	55 Baker Street
London	London
EC2Y 5AU	W1U 7EU
Administrator and Company Secretary	Joint Broker
Ocorian Administration (UK) Limited	RBC Capital Markets
Unit 4, The Legacy Building	100 Bishopsgate
Northern Ireland Science Park	London
Queen's Road	EC2N 4AA
Belfast
BT3 9DT
	Joint Broker
Depositary	Jefferies International Limited
Ocorian Depositary (UK) Limited	100 Bishopsgate
Unit 4, The Legacy Building	London
Northern Ireland Science Park	EC2N 4JL
Queen's Road
Belfast
BT3 9DT
Registrar
Computershare Limited
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ

⁽¹⁾ Appointed to the Board with effect from 1 February 2025.

Supplementary Information (unaudited)

Under the Alternative Investment Fund Manager Regulations 2013 (as amended) the Company is a UK AIF and the Investment Manager is a full scope UK AIFM.

Ocorian Depositary (UK) Limited provides depositary services under the AIFMD.

The AIFMD outlines the required information which has to be made available to investors prior to investing in an AIF and directs that material changes to this information be disclosed in the Annual Report of the AIF. There were no material changes in the year.

All information required to be disclosed under the AIFMD is either disclosed in this Annual Report or is detailed within a schedule of disclosures on the Company's website at www.greencoat-ukwind.com.

The Investment Manager covers the potential professional liability risks resulting from its activities by holding professional indemnity insurance in accordance with Article 9(7)(b) of AIFMD.

The Investment Manager is one of Europe's leading renewable investment managers, which employs over 130 professionals and has over £9.4 billion of assets under management. The Investment Manager is 77 per cent owned by Schroders Group PLC, founded over 200 years ago, and managing over £820 billion of assets (as of 31 December 2025) with over 5,500 staff globally.

The information in this paragraph relates to the Investment Manager, the AIFM, and its subsidiary company providing services to the AIFM and it does not relate to the Company. The total amount of remuneration paid by the Investment Manager, in its capacity as AIFM, to its 120 staff for the financial year ending 31 December 2025 was £29.7 million, consisting of £21.5 million fixed and £8.2 million variable remuneration. The aggregate amount of remuneration for the 12 staff members of the Investment Manager constituting senior management and those staff whose actions have a material impact on the risk profile of the Company was £2.9 million. These figures relate to the Investment Manager's entire AIFM business and not to the Company.

EU SFDR Disclosures (unaudited)

 

Annex V

Template periodic disclosure for the financial products referred to in Article 9, paragraphs 1 to 4a, of Regulation (EU) 2019/2088 and Article 5, first paragraph, of Regulation (EU) 2020/852

Product name: Greencoat UK Wind PLC (the "Company")

Legal entity identifier: 213800ZPBBK8H51RX165

Did this financial product have a sustainable investment objective?

Yes - It made sustainable investments with an environmental objective: 99.5% -

in economic activities that qualify as environmentally sustainable under the EU Taxonomy

To what extent was the sustainable investment objective of this financial product met?

The Company invests in operating UK wind farms, supporting the transition to Net Zero. The Company's aim is to provide investors with an annual dividend per Ordinary Share that increases in line with RPI inflation while preserving the capital value of its investment portfolio on a real basis over the long term, through reinvestment of excess cashflow.

The Company has sustainable investment as its objective within the meaning of Article 9 SFDR. More specifically, the Company is intended to contribute to the environmental objective of climate change mitigation on the basis of the activities of the assets targeted by the Company, which are wind power generation assets that help to facilitate the transition to a low-carbon economy.

The Company does not have a carbon reduction objective and has not designated a reference benchmark for the purpose of attaining the sustainable investment objective.

As at 31 December 2025, the Company's portfolio comprises interests in 49 operating wind farms totalling 1,942MW capacity.

These sustainable investments contribute to the Company's sustainable investment objective as the electricity generated from wind farms can be used in place of non-renewable energy sources, thereby helping to stabilise greenhouse gas concentrations in the atmosphere and contributing to climate change mitigation. These investments are considered environmentally sustainable in accordance with the technical screening criteria of the EU Taxonomy relating to the environmental objective of climate change mitigation and electricity generation from wind power.

How did the sustainability indicators perform?

The sustainability indicators used to measure attainment of the sustainable investment objective of the Company performed as follows in the reporting period:

·          Renewable energy generated: 5,403GWh

·          Greenhouse gas emissions(1) avoided: 2.2 million tonnes CO2e

·          Equivalent number of homes powered(2): 2.0 million

…and compared to previous periods?

Sustainability Indicator	2025	2024
Renewable electricity generated (GWh)	5,403	5,484
Greenhouse gas emissions avoided (tCO2)	2.2 million	2.2 million
Equivalent number of homes powered	2.0 million	2.0 million

All indicators increased year-on-year reflecting the increase in operating capacity of the Group in previous years resulting from new investments.

How did the sustainable investments not cause significant harm to any sustainable investment objective?

The Investment Manager has sought to ensure that the Company's sustainable investments cause no significant harm to any sustainable investment objective by predominately investing in operating wind farms and by actively engaging and managing sustainability risks and opportunities for the Company and its investments prior to investment and on an ongoing basis once an investment has been made.

Prior to each investment, the Investment Manager's Investment Committee, responsible for the Company, considered the Company's investment policy, investment restrictions and the Company's ESG Policy (a copy of which can be found on the Company's website, as well as the sustainability risks and opportunities identified during due diligence (including by means of an ESG checklist).

Each investment made is held through SPVs and the Investment Manager has appointed senior representatives to each of the boards of those SPVs to oversee all major strategic and operational decisions.

Sustainability risks and opportunities have been fully embedded into the risk management framework at both Company and asset SPV level. A risk matrix has been set up for each new SPV, which includes sustainability risks, and assesses risks (in respect of the likelihood of its occurrence and the impact of its occurrence) on a numerical scale.

Ongoing sustainability risks for the portfolio were monitored, managed and reported on by the Investment Manager to the Company's Board of Directors which has overall responsibility for the activities of the Company and its investments.

During 2025, there were no reportable environmental incidents across the portfolio. With regards to health and safety, the number of working days lost due to injuries, accidents, fatalities, or illness fell to 267 days, arising from 4 reportable lost-time incidents. The figure remains elevated due to the prolonged sick leave associated with two of these incidents. Continued focus on preventative actions and learning across the portfolio remains a priority(3). The Investment Manager also places great importance on managing health and safety risks including regular training for asset managers and O&M partners teams to promote a culture of reporting to improve awareness and openness on the management of health and safety at sites. The Investment Manager will continue to monitor health and safety performance of all sites closely, in line with its ESG Policy commitments.

In addition, the Company complied with the principles of good governance contained in the AIC Code, which ensures the Company is in accordance with the requirements of the UK Corporate Governance Code and provides a framework of best practice for listed investment companies.

(1) The portfolio's annual CO2 emissions avoided through the displacement of thermal generation, based on the portfolio's generation as at 31st December 2025. The Group assumes that wind generation replaces CCGT in the UK and applies a carbon factor of 0.4tCO2/MWh (OFGEM).

(2) Calculated based on average household consumption estimates. In the UK, this was 2.7MWh/annum (OFGEM).

How were the indicators for adverse impacts on sustainability factors taken into account?

The Investment Manager considers the Principal Adverse Impacts ("PAIs") of its investment decisions relating to the Company on sustainability factors and this informs its approach to long term investment stewardship and stakeholder engagement.

As the Company predominantly targets investments in operating UK wind farms, the PAIs that are most relevant to the Company include (but are not limited to):

                                          Greenhouse gas emissions (Table 1 RTS: PAIs 1-6); and

                                          Number of workdays lost to injuries, accidents, or illness (Table 3 RTS: PAI 3)

The Investment Manager sought to mitigate the impact of the PAIs and other indicators considered in relation to the Company firstly by implementing the Company's ESG Policy, which has been developed in line with the Investment Manager's own ESG Policy. This sets guidance and principles for integrating sustainability across the Company's business and looks to establish best practice in climate related risk management, reporting and transparency. It outlines areas of focus for wind power generation assets including management of environmental performance, workplace standards, health and safety practices, governance (including compliance with applicable laws and regulations) and local community engagements. It also includes a list of key performance indicators that are monitored and reported on (as appropriate). Sustainability factors were considered prior to investment as part of early stage screening, detailed due diligence and the Investment Committee's decision making, and are managed post acquisition in accordance with the Investment Manager's wider asset management practices.

A statement on principal adverse impacts on sustainability factors (the "PAI Statement"), including the list of PAI indicators and associated metrics considered in relation to the Company, can be found on the Company's website.

The Investment Manager considers the impacts reported within the PAI Statement do not constitute significant harm to any sustainable investment objective, as further described in the PAI Statement.

 

Were sustainable investments aligned with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights? Details:

Yes - the Investment Manager believes that the Company's sustainable investments were aligned with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights (the "Minimum Safeguards").

During 2025, the Investment Manager conducted initial due diligence (for new investments) and ongoing monitoring (for existing investments) of the SPVs in which the underlying wind assets are held to ensure their alignment with the Minimum Safeguards.

Further, the Investment Manager ensured that the key service providers involved in the operations, maintenance and management of the SPVs that are acquired by the Group comply with all applicable laws, rules, regulations and overarching principles in the countries where they operate. This covers anti bribery and corruption, financial crime, data protection and employment and health and safety laws (including those relating to human rights, human trafficking, modern slavery, and public safety). This was achieved, where possible, through the application of the Investment Manager's 'Code of Conduct' Side Letter, which was updated in 2024 and reviewed in 2025 to ensure Minimum Safeguards were fully incorporated, or otherwise provided for in the key service provider contracts, and monitoring by the Investment Manager's risk function.

There has been no material change to any existing service providers, or any reports by the SPVs of any misalignment to the Minimum Safeguards.

For more information on how the sustainable investment objective of this financial product was met, please refer to the Company's ESG Report which can be found on the Company's website.

How did this financial product consider principal adverse impacts on sustainability factors?

See the response to the question above "How were the indicators for adverse impacts on sustainability factors taken into account."

What were the top investments of this financial product?

Largest investments	Sector	% Assets	Country
Hornsea 1	Wind	15%	UK
Humber Gateway	Wind	9%	UK
London Array	Wind	8%	UK
South Kyle	Wind	8%	UK
Clyde	Wind	7%	UK
Walney	Wind	7%	UK
Stronelairg	Wind	6%	UK
Corriegarth	Wind	4%	UK
Brockaghboy	Wind	3%	UK
Burbo Bank Extension	Wind	3%	UK

What was the proportion of sustainability-related investments?

•    What was the asset allocation?

#1 Sustainable covers sustainable investments with environmental or social objectives.

#2 Not sustainable includes investments which do not qualify as sustainable investments.

In which economic sectors were the investments made?

All of the Company's investments are in the economic sector "electricity generation from wind power" (activity 4.3 of the Climate Change Mitigation Technical Screening Criteria).

To what extent were sustainable investments with an environmental objective aligned with the EU Taxonomy?

Did the financial product invest in fossil gas and/or nuclear energy related activities complying with the EU Taxonomy1?

The Company did not make any investments in fossil gas or nuclear energy activities. In line with its Investment Policy, the Company will only invest in UK wind farms.

What was the share of investments made in transitional and enabling activities? All activities of the Company are low carbon activities so the share of investments in transitional and enabling activities is zero.

How did the percentage of investments aligned with the EU Taxonomy compare with previous reference periods?

The percentage of investments aligned with the EU Taxonomy remained at 100 per cent. The Company only invests in wind assets and has policies in place to prevent significant harm and to ensure Minimum Safeguards, so this is not expected to change.

(1)  Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate change ("climate change mitigation") and do no significant harm to any EU Taxonomy objective - see explanatory note in the left hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are laid down in the Commission Delegated Regulation (EU) 2024/1214

What was the share of sustainable investments with an environmental objective that were not aligned with the EU Taxonomy

There was no share of sustainable investments with an environmental objective that were not aligned with the EU Taxonomy. 100 per cent of the Company's sustainable investments are in wind generation assets which are considered aligned with the EU Taxonomy in accordance with the relevant Technical Screening Criteria for climate change mitigation (activity 4.3).

What was the share of socially sustainable investments?

0 per cent of the Company's investments are socially sustainable investments. The Company does not target sustainable investments with a social objective.

What investments were included under "not sustainable", what was their purpose and were there any minimum environmental or social safeguards?

The investments included under "#2 Not sustainable" comprise cash collateral reserves (to the extent not generated from sustainable investments).

In 2025, "not sustainable" assets were less than 1 per cent of the Company's NAV and reflected cash collateral reserves and interest rate swap values. Given the purpose of these investments, there were no minimum environmental and social safeguards applied to such investments.

What actions have been taken to attain the sustainable investment objective during the reference period?

The Investment Manager sought to attain the Company's sustainable investment objective by implementing the binding elements described in the Company's pre contractual disclosures (Annex 3 RTS) on a continuous basis, and by integrating sustainability risks in its investment decision making as described above: "How did the sustainable investments not cause significant harm to any sustainable investment objective?".

The Company's objective is to continue to invest in further operating wind farms and in construction projects to increase its renewable energy generation capacity.

In 2025, the Investment Manager continued to enhance its processes to measure and monitor the application of the binding elements. For example, the Investment Manager's Supplier Code of Conduct side letter was updated in 2024 to ensure the adherence of key service providers to standards expected under Minimum Safeguards. The Investment Manager also integrated the Schroders Global Norms Breach List and a third party ESG controversy identification tool into pre investment due diligence and ongoing monitoring processes in 2024 to further enhance the assessments of key service providers against Minimum Safeguards. In 2025, the Supplier Code of Conduct was rolled out to key service provides and as at 31 December 2025, 100 per cent(5) of key service providers have either adopted it or provided evidence of existing policies that align with its requirements.

Further, the Investment Manager continued to engage with stakeholders relevant to the Group's portfolio to ensure its renewable investments positively impact the local communities in which they operate. Sustainability related risks and challenges were regularly discussed within the Investment Manager's asset management teams, which were also reported to and discussed with the Board through regular meetings and specific risk register review discussions. Key sustainability factors such as those relating to health and safety, compliance with environmental standards and stakeholder relations were regularly discussed and documented.

How did this financial product perform compared to the reference sustainable benchmark?

Not applicable (N/A) as the Company does not have a carbon reduction objective and is not managed against a reference benchmark

How did the reference benchmark differ from a broad market index?

N/A

How did this financial product perform with regard to the sustainability indicators to determine the alignment of the reference benchmark with the sustainable investment objective?

N/A

How did this financial product perform compared with the reference benchmark?

N/A

How did this financial product perform compared with the broad market index?

N/A

Statement on principal adverse impacts "PAIs" of investment decisions on sustainability factors

Financial Product:

Greencoat UK Wind PLC (LEI: 213800ZPBBK8H51RX165) (the "Company"), managed by Schroders Greencoat LLP (the "Investment Manager")

1.    Summary

The Investment Manager considers PAIs of its investment decisions on sustainability factors in relation to the Company. The present statement is the consolidated statement on PAIs on sustainability factors of the Company. This statement on principal adverse impacts on sustainability factors of the Company covers the reference period from 1 January to 31 December 2025.

The adverse sustainability indicators applicable to investee companies considered by the Investment Manager are summarised in the table below (including the relevant table and number associated with the adverse sustainability indicators listed in Annex I of the RTS.

Theme	Adverse Sustainability Indicator	RTS Annex I Table	RTS Annex I Number
Climate and other environment-related indicators	Greenhouse gas ("GHG") emissions	1	1
	Carbon footprint	1	2
	GHG intensity of investee companies	1	3
	Exposure to companies active in the fossil fuel sector	1	4
	Share of non-renewable energy consumption and production	1	5
	Energy consumption intensity per high impact climate sector	1	6
	Emissions to water	1	8
	Hazardous waste and radioactive waste ratio	1	9
	Natural species and protected areas	2	14
Social and employee, respect for human rights, anti corruption and anti bribery matters	Violations of UN Global Compact principles and Organisation for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises	1	10
	Lack of processes and compliance mechanisms to monitor compliance with UN Global Compact principles and OECD Guidelines for Multinational Enterprises	1	11
	Exposure to controversial weapons (anti-personnel mines, cluster munitions, chemical weapons and biological weapons)	1	14
	Number of days lost to injuries, accidents, fatalities or illness	3	3
	Lack of a supplier code of conduct	3	4
	Lack of anti corruption and anti bribery policies	3	15

2.    Description of the PAIs on sustainability factors

Adverse sustainability indicator		Metric	Impact 2025	Impact 2024	Explanation	Actions taken, and actions planned and targets set for the next reference period
Greenhouse gas emissions	1. GHG emissions	Scope 1 GHG emissions	214 tonnes of CO2	262 tonnes of CO2	Carbon footprint indicators are measured in line with the industry standard GHG Protocol based on an equity control approach, meaning emissions from the Group's operations are weighted according to the Group's SPV ownership interest. Scope emissions calculations are verified by third party consultants. Scope 3 emissions include all sources not within the Company's Scope 1 and 2 boundary and include, inter alia, emissions arising from the construction of each wind farm acquired in 2025, including those emissions associated with the manufacturing and transport of all equipment and material, before the wind farm was commissioned as well as the expected spare part provision throughout its lifetime.	The total GHG emissions of the Company increased year on year. This was mainly driven by the higher spend across the portfolio, which results in an increase in Scope 3 Purchases Good and Services emissions. The Investment Manager continued its work to switch more import electricity contracts to renewable energy sources. For more information on changes in emissions, see the Historical Comparison section.
		Scope 2 GHG emissions	830 tonnes of CO2 (market based) 2,227 tonnes of CO2 (location based)	731 tonnes of CO2 (market based) 1,969 tonnes of CO2 (location based)
		Scope 3 GHG emissions	25,133 tonnes of CO2	19,047 tonnes of CO2
		Total GHG emissions	26, 177 tonnes of CO2	20,050  tonnes of CO2
	2. Carbon footprint	Carbon footprint	5.09 tonnes of CO2/£ million invested	3.46 tonnes of CO2/£ million invested
	3. GHG intensity of Investee companies	GHG intensity of investee companies	31.5 tonnes of CO2/£ million revenue	73 tonnes of CO2/£ million revenue

Adverse sustainability indicator		Metric	Impact 2025	Impact 2024	Explanation	Actions taken, and actions planned and targets set for the next reference period
Greenhouse gas emissions continued	4. Exposure to companies active in the fossil fuel sector	Share of investments in companies active in the fossil fuel sector	0%	0%	The Group does not have any exposure to the fossil fuel sector and will only invest in UK wind farms in accordance with its Investment Objective and Investment Policy.	The Investment Manager continues to screen all investments against the exclusion list in its ESG Policy as part of initial investment screening.
	5. Share of non renewable energy consumption and production	Share of non renewable energy consumption and non renewable energy production of investee companies from non renewable energy sources compared to renewable energy sources, expressed as a percentage of total energy sources	Production share: 0% non renewable. Consumption share: 42% non renewable.	Production share: 0% non renewable. Consumption share: 32% non renewable.	The Group's wind farm portfolio generates fully renewable electricity. These assets consume electricity in the generation of renewable electricity.	Higher electricity imports, without a corresponding increase in renewable‑tariff coverage, led to a higher share of non‑renewable consumption year on year.
	6. Energy consumption intensity per high impact climate sector	Energy consumption in MWh per million GBP of revenue of investee companies, per high impact climate sector	0.007 MWh/£m revenue	0.02 MWh/£m revenue	Energy consumed reflects electricity imported by the assets.	.
Water	7. Emissions to water	Tonnes of emissions to water generated by investee companies per million GBP invested, expressed as a weighted average	0	0	Emissions to water reflect any emissions reported by the assets.
Waste	8. Hazardous waste and radioactive waste ratio	Tonnes of hazardous waste and radioactive waste generated by investee companies per million GBP invested, expressed as a weighted average	0.01	0	Hazardous and radioactive waste reflect any waste reported by the assets.	In 2025, we worked to improve data coverage. This resulted in the increase of our reported hazardous waste and radioactive waste ratio.

Adverse sustainability indicator		Metric	Impact 2025	Impact 2024	Explanation	Actions taken, and actions planned and targets set for the next reference period
Social and employee matters	9. Violations of UN Global Compact principles and Organisation for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises	Share of investments in investee companies that have been involved in violations of the UNGC principles or OECD Guidelines for Multinational Enterprises	0%	0%	The Investment Manager assesses the Group's SPVs and their key service providers for potential violations of UNGC Principles and OECD Guidelines. This is done through pre investment due diligence and ongoing monitoring of SPVs and of their key service providers to ensure they are not listed on the Schroders Global Norms Breach List or flagged for potential breaches via a third party ESG controversy data provider.	In 2025, the Investment Manager continued to utilise the Schroders Global Norms Breach List and a third party ESG Controversy monitoring solution to assess adherence of investments (via SPVs and their key service providers) to global norms as part of pre-investment due diligence and ongoing monitoring.

Adverse sustainability indicator		Metric	Impact 2025	Impact 2024	Explanation	Actions taken, and actions planned and targets set for the next reference period
Social and	10. Lack of processes and compliance mechanisms to monitor compliance with UN Global Compact principles and OECD Guidelines for Multinational Enterprises	Share of investments	0%	0%	To ensure investments have policies in place for compliance with the UNGC Principles and OECD Guidelines, the Investment Manager requires SPVs to adopt the Manager's ESG Policy (or equivalent standard). The Investment Manager also requires all key service providers to adopt the Investment Manager's 'Code of Conduct Side Letter' (or an equivalent standard).
employee		in investee companies		available
matters		without policies to
(continued)		monitor compliance
		with the UNGC
		principles or
		OECD Guidelines
		for Multinational
		Enterprises or
		grievance/complaints
		handling mechanisms
		to address violations of
		the UNGC principles
		or OECD Guidelines
		for Multinational
		Enterprises
						In 2025, the Supplier Code of Conduct was rolled out to all of the Company's key service providers.
	11. Exposure to controversial weapons (anti-personnel mines, cluster munitions, chemical weapons and biological weapons)	Share of investments	0%	0%	Exposure to
		in investee companies			controversial weapons
		involved in the			is not within the
		manufacture or selling			Company's Investment
		of controversial			Objective and not
		weapons			permissible within its Investment Policy.	The Investment Manager continues to screen all investments against the exclusion list in its ESG Policy as part of initial investment screening.
Water, waste and material emissions	12. Natural species and protected areas	Share of investments in investee companies whose operations affect threatened species	0%	0%	Investments are assessed to ensure that environmental impact assessments or equivalent are carried out for all assets as part of pre-investment due diligence. If any impacts are identified through this process, a habitat management plan, or equivalent, is introduced to ensure that any potential impacts are appropriately addressed or mitigated to prevent affecting threatened species. The asset management teams monitor adherence of all SPVs to habitat management plans, where relevant.	All habitat management plans are agreed for relevant sites to ensure that the environment in and surrounding each wind farm is carefully protected. The Investment Manager continues to carry out due diligence on new investments relating to environmental and biodiversity related risks and is committed to implementing any regulatory obligations regarding habitat and environmental management.
		Share of investments in investee companies without a biodiversity protection policy covering operational sites owned, leased, managed in a protected area or an area of high biodiversity value outside protected areas	0%	0%	Assessed as a percentage of SPV investments without habitat management plans, or any environmental planning requirements, in place, if required as a result of planning obligations or potential impacts identified by environmental impact assessments or equivalent	There was and continues to be a strong commitment to continuous improvement of environmental management. The Investment Manager continues to carry out due diligence on new investments in relation to environmental management and compliance and implements habitat management plans where required.

3.     Description of policies to identify and prioritise principal adverse impacts on sustainability factors

The Investment Manager seeks to mitigate the impact of PAIs and other indicators considered in relation to the Company initially by implementing the Company's ESG Policy. The Company's ESG Policy, which has been developed in line with the Investment Manager's ESG Policy (a copy of which can be found on the Investment Manager's website), sets guidance and principles for integrating sustainability across the Company's business and looks to establish best practice in climate related risk management, reporting and transparency. It outlines areas of focus for wind farms including environment, workplace standards, health and safety practices, governance (including compliance with applicable laws and regulations) and local community engagement. It also includes a list of KPIs that are monitored and reported on as appropriate. Sustainability factors are considered prior to investment as part of early stage screening, detailed due diligence and the Investment Manager's Investment Committee's decision making, and managed, post acquisition, in accordance with the Investment Manager's wider asset management practices.

The Company's ESG Policy is reviewed annually by the Investment Manager's ESG Committee and approved by the Board. It was last approved in November 2025

In implementing its approach to integrating sustainability and the consideration of PAIs on sustainability factors, the Investment Manager does not rely on a dedicated team, but rather responsibilities are shared on a holistic basis:

•      the investment and asset management team (as the first line of defence) who embed sustainability practices (including the consideration of PAIs on sustainability factors) into their investment decision making and ongoing management of the assets with support, when required, from the sustainability team;

•      a dedicated ESG Committee focused on developing the ESG Policy with support from the sustainability team;

•      the Investment Committees; and

•      a Valuation Committee independent of portfolio management and the Investment Manager's Risk Management Committee (as overseen by the AIFM).

Sustainability related risks and challenges are regularly discussed within the Investment Manager's asset management team and are also reported to and discussed with the Board at quarterly meetings. A specific risk matrix is also reviewed and approved on an annual basis by the Board. Key sustainability factors such as those relating to health and safety, compliance with environmental standards and stakeholder relations are regularly discussed and documented.

The boards of each SPV are responsible for ensuring sustainability factors are considered in the context of the operational performance, business objectives and broader stakeholder relationships. During the holding period, representatives of the Investment Manager will take one or more seats on the board of each SPV and will oversee all major strategic and operational decisions. Given this structure, outside health and safety risks and organisational (including governance) risks within the SPVs are limited. None of the SPVs have employees or management teams and therefore any employee related social factors are focused on the third party service providers.

The Investment Manager's ESG Committee is responsible for (i) determining the ESG Policy and reviewing it regularly to ensure it remains relevant to evolving conditions, (ii) developing and evolving sustainability integration practices for material sustainability factors within the different businesses and assets, (iii) leveraging existing resources and research capabilities on sustainability related topics for the benefit of the investment management team, and (iv) promoting education and awareness of sustainability trends and developments and sharing best practice.

The Investment Manager uses information provided directly from wind farm SPVs in relation to the PAIs. In order to ensure data quality, the Investment Manager works with specialist external advisers, such as environmental consultants. These advisers review the Investment Manager's methodologies for identifying and prioritising PAIs and advise on industry best practices

The data collected as described above is processed as follows:

•      KPI data is sourced directly from SPVs and supplemented by specialist external advisers such as environmental consultants, as required;

•      operations and maintenance service providers used by the SPVs report to the Investment Manager, on a monthly basis, on a standard set of KPIs and qualitative factors, such as health and safety, compliance with relevant laws and regulations, local community engagement and habitat management, where relevant; and

•      carbon footprint indicators are measured in line with the industry standard GHG Protocol based on an equity control approach, meaning emissions from the Company's operations are weighted according to the Company or its SPV's ownership interest. Scope emissions calculations are carried out by third party consultants.

In some instances, the Company may need to use estimates or proxy data. During the reporting period, full‑year primary data was not available in all cases, with certain datasets covering only the period from 1 January to 30 November 2025. Where this occurred, a monthly average was applied to estimate December 2025 values and annual totals were derived on this basis. These extrapolations were applied to electricity consumption (Scope 2 and Scope 3 Category 3), water supply (Scope 3 Category 1), water drainage (Scope 3 Category 5), solid waste (Scope 3 Category 5).

The use of estimated or proxy data continues to represent a minority of total reported data and is based on reasonable assumptions and appropriate comparators. The Board and the Investment Manager act reasonably when applying such estimates.

Engagement policies

The Company is committed to engaging with all stakeholders relevant to its portfolio to ensure its renewable investments positively impact the communities in which they operate. The Board and Investment Manager recognise that engagement is critical to long term sustainable investment and seek to build strong, long term relationships with high quality, experienced counterparties to give consistency of service and standards.

References to international standards

The Company proactively engages with the following responsible business codes and/or internationally recognised standards to promote sustainable investment practices, as discussed in the Company's ESG report available on its website:

1.    Task Force on Climate-Related Financial Disclosures ("TCFD")

Relevant for Table 1, PAI 1-5 (Greenhouse gas emissions)

The Company aligns with the TCFD recommendations and makes disclosures in the Strategic Report. These disclosures report on climate change related impacts, opportunities and risks to the Company. Given the Company's long term investment perspective, the Board and the Investment Manager constantly assess the risks its portfolio might be exposed to and factors them into decision making and risk monitoring.

Historical comparison

Please refer to Table 1 for historical data comparison data.

Specifically in relation to health and safety the number of working days lost due to injuries, accidents, fatalities, or illness fell to 267^[1] days, arising from 4 reportable lost‑time incidents. The figure remains elevated due to the prolonged sick leave associated with these two incidents. The Investment Manager continues its focus on managing health and safety risks including regular training for asset managers and O& M partners to promote a culture of reporting to improve awareness and openness on the management of health and safety at sites. The Manager will continue to monitor health and safety performance of all sites closely, in line with its ESG Policy commitments.

The Company had a 31 per cent per cent increase in Scope 1-3 emissions year on year. This increase was primarily driven by the 32 per cent rise in the Company's Scope 3 emissions, largely resulting from higher portfolio spend, which significantly increased emissions reported under Category 1 (Purchased Goods and Services). Additionally, Scope 2 market‑based emissions increased by around 14 per cent, reflecting higher volumes of imported electricity that were not fully covered by renewable tariffs across the portfolio. While Scope 1 emissions decreased by approximately 18 per cent, mainly as a result of fewer SF6 leaks, this reduction was significantly outweighed by the Scope 2 and 3 emissions increases, resulting in the overall rise in the Company's total Scope 1-3 emissions.

Annex

Defined terms used in this statement

For the purposes of this statement, the following definitions shall apply:

(1)      Scope 1, 2 and 3 GHG emissions means the scope of greenhouse gas emissions referred to in points (1)(e)(i) to (iii) of Annex III to Regulation (EU) 2016/1011 of the European Parliament and of the Council(1);

(2)      Greenhouse gas ("GHG") emissions means greenhouse gas emissions as defined in Article 3, point (1), of Regulation (EU) 2018/842 of the European Parliament and of the Council(2);

(3)      Weighted average means a ratio of the weight of the investment by the financial market participant in a investee company in relation to the GAV of the investee company;

(4)      Companies active in the fossil fuel sector means companies that derive any revenues from exploration, mining, extraction, production, processing, storage, refining or distribution, including transportation, storage and trade, of fossil fuels as defined in Article 2, point (62), of Regulation (EU) 2018/1999 of the European Parliament and of the Council(3);

(5)      Renewable energy sources means renewable non fossil sources, namely wind, solar (solar thermal and solar photovoltaic) and geothermal energy, ambient energy, tide, wave and other ocean energy, hydropower, biomass, landfill gas, sewage treatment plant gas, and biogas;

(6)      Non renewable energy sources means energy sources other than those referred to in point⁽⁴⁾;

(7)      Energy consumption intensity means the ratio of energy consumption per unit of activity, output or any other metric of the investee company to the total energy consumption of that investee company;

(8)      Protected area means designated areas in the European Environment Agency's Common Database on Designated Areas (CDDA);

(9)      High impact climate sectors means the sectors listed in Sections A to H and Section L of Annex I to Regulation (EC) No 1893/2006 of the European Parliament and of the Council(5);

(10)    Area of high biodiversity value outside protected areas means land with high biodiversity value as referred to in Article 7b(3) of Directive 98/70/EC of the European Parliament and of the Council(6);

(11)    Emissions to water means direct emissions of priority substances as defined in Article 2(30) of Directive 2000/60/EC of the European Parliament and of the Council(7) and direct emissions of nitrates, phosphates and pesticides;

(12)    Hazardous waste means hazardous waste as defined in Article 3(2) of Directive 2008/98/EC of the European Parliament and of the Council(8);

(1) Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1).

(2) Regulation (EU) 2018/842 of the European Parliament and of the Council of 30 May 2018 on binding annual greenhouse gas emission reductions by Member States from 2023 to 2030 contributing to climate action to meet commitments under the Paris Agreement and amending Regulation (EU) No 525/2013 (OJ L 156, 19.6.2018, p. 26).

(3) Regulation (EU) 2018/1999 of the European Parliament and of the Council of 11 December 2018 on the Governance of the Energy Union and Climate Action, amending Regulations (EC) No 663/2009 and (EC) No 715/2009 of the European Parliament and of the Council, Directives 94/22/EC, 98/70/EC, 2009/31/EC, 2009/73/EC, 2010/31/EU, 2012/27/EU and 2013/30/EU of the European Parliament and of the Council, Council Directives 2009/119/EC and (EU) 2015/652 and repealing Regulation (EU) No 525/2013 of the European Parliament and of the Council (OJ L 328, 21.12.2018, p. 1).

(4) Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Revision 2 and amending Council Regulation (EEC) No 3037/90 as well as certain EC Regulations on specific statistical domains Text with EEA relevance (OJ L 393, 30.12.2006, p. 1-39).

(5) Directive 98/70/EC of the European Parliament and of the Council of 13 October 1998 relating to the quality of petrol and diesel fuels and amending Council Directive 93/12/EEC (OJ L 350, 28.12.1998, p. 58).

(6) Directive 2000/60/EC of the European Parliament and of the Council of 23 October 2000 establishing a framework for Community action in the field of water policy (OJ L 327, 22.12.2000, p. 1).

(7) Directive 2008/98/EC of the European Parliament and of the Council of 19 November 2008 on waste and repealing certain Directives (OJ L 312, 22.11.2008, p. 3)

(13)    Radioactive waste means radioactive waste as defined in Article 3(7) of Council Directive 2011/70/Euratom(9);

(14)    Threatened species means endangered species, including flora and fauna, listed in the European Red List or the IUCN Red List, as referred to in Section 7 of Annex II to Delegated Regulation (EU) 2023/2139;

(15)    UN Global Compact principles means the ten Principles of the United Nations Global Compact; and

(16)    Board means the Directors of the Company.

For the purposes of this Annex, the following formulas shall apply:

(1)      'GHG emissions' shall be calculated in accordance with the following formula:

(2)      'carbon footprint' shall be calculated in accordance with the following formula:

(3)        'GHG intensity of investee companies' shall be calculated in accordance with the following formula:

(4)      'GHG intensity of sovereigns' shall be calculated in accordance with the following formula:

(5)      'inefficient real estate assets' shall be calculated in accordance with the following formula:

For the purposes of the formulas, the following definitions shall apply:

(1)      Current value of investment means the value in EUR of the investment by the financial market participant in the investee company;

(2)      Current value of all investments means the value in EUR of all investments by the financial market participant;

(3)      Nearly zero energy building (NZEB), primary energy demand (PED) and energy performance certificate (EPC) shall have the meanings given to them in paragraphs 2, 5 and 12 of Article 2 of Directive 2010/31/EU of the European Parliament and of the Council(10).

(9) Council Directive 2011/70/Euratom of 19 July 2011 establishing a Community framework for the responsible and safe management of spent fuel and radioactive waste (OJ L 199, 2.8.2011, p. 48).

(10) Directive 2010/31/EU of the European Parliament and of the Council of 19 May 2010 on the energy performance of buildings (recast) (OJ L 153, 18.6.2010, p. 13)

Defined Terms

ABN AMRO means ABN AMRO Bank N.V.

Aggregate Group Debt means the Group's proportionate share of outstanding third party borrowings, including its share of limited recourse debt in Hornsea 1

AGM means Annual General Meeting of the Company

AIC means the Association of Investment Companies

AIC Code means the AIC's Code of Corporate Governance

AIF means an Alternative Investment Fund as defined under the AIFMD

AIFM means an Alternative Investment Fund Manager as defined under the AIFMD

AIFMD means the Alternative Investment Fund Managers Directive

Alternative Performance Measure means a financial measure other than those defined or specified in the applicable financial reporting framework

Andershaw means Andershaw Wind Power Limited

ANZ means Australia and New Zealand Banking Group Limited

AXA means funds managed by AXA Investment Managers UK Limited

Barclays means Barclays Bank PLC

BDO LLP means the Company's Auditor as at the reporting date

Beaufort means Schroders Greencoat Beaufort LP and Schroders Greencoat Beaufort Holdco Limited

Bicker Fen means Bicker Fen Windfarm Limited

Bin Mountain means Bin Mountain Wind Farm (NI) Limited

Bishopthorpe means Bishopthorpe Wind Farm Limited

Board means the Directors of the Company

Braes of Doune means Braes of Doune Wind Farm (Scotland) Limited

Breeze Bidco means Breeze Bidco (TNC) Limited

Brockaghboy means Brockaghboy Windfarm Limited

Burbo Bank Extension means Hoylake Wind Limited, Greencoat Burbo Extension Holding (UK) Limited, Burbo Extension Holding Limited and Burbo Extension Limited

Carbon Footprint means the calculation per TCFD guidance _ni(outstanding amount invested_i total investee debt+equity_i *investee scope 1 and 2 GHG emissions_i Company market value      

Carcant means Carcant Wind Farm (Scotland) Limited

Cash Fee means the cash fee that the Investment Manager is entitled to under the Investment Management Agreement

CBA means Commonwealth Bank of Australia

CCGT means combined cycle gas turbine

CFD means Contract For Difference

Church Hill means Church Hill Wind Farm Limited

CIBC means Canadian Imperial Bank of Commerce

Clyde means Clyde Wind Farm (Scotland) Limited

CO₂ means carbon dioxide

Company means Greencoat UK Wind PLC

Corriegarth means Corriegarth Wind Energy Limited

Cotton Farm means Cotton Farm Wind Farm Limited

CPI means the Consumer Price Index

Crighshane means Crighshane Wind Farm Limited

Dalquhandy means Dalquhandy Wind Farm Limited

Deeping St. Nicholas means Deeping St. Nicholas wind farm

Depreciation means the unwinding of the discount rate assumptions

Douglas West means Douglas West Wind Farm Limited

Drone Hill means Drone Hill Wind Farm Limited

DTR means the Disclosure Guidance and Transparency Rules sourcebook issued by the Financial Conduct Authority

Dunmaglass means Dunmaglass Holdco and Dunmaglass Wind Farm

Dunmaglass Holdco means Greencoat Dunmaglass Holdco Limited

Dunmaglass Wind Farm means Dunmaglass Wind Farm Limited

Earl's Hall Farm means Earl's Hall Farm Wind Farm Limited

Equity Element means the ordinary shares issued to the Investment Manager under the Investment Management Agreement

ESG means Environmental, Social and Governance

EU means European Union

EU SFDR means EU Sustainable Financial Disclosure Regulation

FCA means Financial Conduct Authority

Fenlands means Fenland Windfarms Limited

FRC means the Financial Reporting Council

GAV means Gross Asset Value

GB means Great Britain consisting of England, Scotland and Wales

Glass Moor means Glass Moor wind farm

Glen Kyllachy means Glen Kyllachy Wind Farm Limited

Group means Greencoat UK Wind PLC and Greencoat UK Wind Holdco Limited

Holdco means Greencoat UK Wind Holdco Limited

Hornsea 1 means Hornsea 1 Holdco and Hornsea 1 Limited

Hornsea 1 Holdco means Jupiter Investor TopCo Limited

Hoylake means Hoylake Wind Limited

Humber Gateway means Humber Holdco and Humber Wind Farm

Humber Holdco means Greencoat Humber Limited

Humber Wind Farm means RWE Renewables UK Humber Wind Limited

HV means high voltage

IAS means International Accounting Standards

IFRS means International Financial Reporting Standards

Investment Management Agreement means the agreement between the Company and the Investment Manager

Investment Manager means Schroders Greencoat LLP

IPEV Valuation Guidelines means the International Private Equity and Venture Capital Valuation Guidelines

IPO mean Initial Public Offering

IRR means Internal Rate of Return

Kildrummy means Kildrummy Wind Farm Limited

KPI means Key Performance Indicator

Kype Muir Extension means Kype Extension Wind Farm Limited

Langhope Rig means Langhope Rig Wind Farm Limited

Levered portfolio IRR means the Internal Rate of Return with an assumed level of gearing

Lindhurst means Lindhurst Wind Farm

Listing Rules means the listing rules made by the UK Listing Authority under Section 73A of the Financial Services and Markets Act 2000

Little Cheyne Court means Little Cheyne Court Wind Farm Limited

Lloyds means Lloyds Bank PLC and Lloyds Bank Corporate Markets PLC

London Array means London Array Holdco and London Array Limited

London Array Holdco means Greencoat London Array Holdco Limited

Maerdy means Maerdy Wind Farm Limited

Middlemoor means Middlemoor Wind Farm

ML Wind means ML Wind LLP

NAB means National Australia Bank

Nanclach means Nanclach Limited

NAV means Net Asset Value

NAV per Share means the Net Asset Value per Ordinary Share

Net Zero means the UK Government's strategy to decarbonise all sectors of the UK economy

North Hoyle means North Hoyle Wind Farm Limited

North Rhins means North Rhins Wind Farm Limited

O&M means operations and maintenance

PPA means Power Purchase Agreement entered into by the Group's wind farms

RBC means the Royal Bank of Canada

RBS International means the Royal Bank of Scotland International Limited

RCF means revolving credit facility

Red House means Red House wind farm

Red Tile means Red Tile wind farm

REMA means Government's Review of Electricity Market Arrangements

Review Section means the front end review section of this report (including but not limited to the Chairman's Statement, and Investment Manager's Report)

Rhyl Flats means Rhyl Flats Wind Farm Limited

RO means Renewables Obligation scheme

ROC means Renewable Obligation Certificate

RPI means the Retail Price Index

Screggagh means Screggagh Wind Farm Limited

SDG means Sustainable Development Goal

Sixpenny Wood means Sixpenny Wood Wind Farm Limited

Slieve Divena means Slieve Divena Wind Farm Limited

Slieve Divena 2 means Slieve Divena Wind Farm No. 2 Limited

SONIA means the Sterling Overnight Index Average

South Kyle means South Kyle Wind Farm Limited

SPVs means the Special Purpose Vehicles which hold the Group's investment portfolio of underlying wind farms

Stronelairg means Stronelairg Holdco and Stronelairg Wind Farm

Stronelairg Holdco means Greencoat Stronelairg Holdco Limited

Stronelairg Wind Farm means Stronelairg Wind Farm Limited

Stroupster means Stroupster Caithness Wind Farm Limited

SYND Holdco means SYND Holdco Limited

Tappaghan means Tappaghan Wind Farm (NI) Limited

TCFD means Task Force on Climate-Related Financial Disclosures

Tom nan Clach means Breeze Bidco and Nanclach

TSR means Total Shareholder Return

Twentyshilling means Twentyshilling Limited

UK means the United Kingdom of Great Britain and Northern Ireland

UK Code means the UK Corporate Governance Code issued by the FRC

Virgin Money means Clydesdale Bank Plc

Walney means Walney Holdco and Walney Wind Farm

Walney Holdco means Greencoat Walney Holdco Limited

Walney Wind Farm means Walney (UK) Offshore Windfarms Limited

Windy Rig means Windy Rig Wind Farm Limited

Yelvertoft means Yelvertoft Wind Farm Limited

Alternative Performance Measures

Performance Measure	Definition	2025	2024
Aggregate Group Debt	The Group's proportionate share of outstanding third party borrowings of £1,720 million per note 13 to the financial statements plus limited recourse debt of £408 million at Hornsea 1, not included in the Consolidated Statement of Financial Position	£2,126 million	£2,244 million
CO2 emissions avoided	The estimate of the portfolio's CO2 emissions avoided through the displacement of thermal generation, as at the relevant reporting date. This is calculated based on the thermal generation displaced. In the UK, this assumes the displacement of CCGT generation at a carbon intensity factor of 0.4 kgCO2e/KWh.	2.2 million tonnes	2.2 million tonnes
GAV	Gross Asset Value	£5,009 million	£5,653 million
Homes powered	The estimate of the number of homes powered by electricity generated by the portfolio, as at the relevant reporting date. This is calculated based on average household consumption estimates. In the UK, this was 2.7MWh/annum (OFGEM).	2.0 million homes	2.0 million homes
NAV	Net Asset Value	£2.882 million	£3,409 million
NAV per share	The Net Asset Value per ordinary share per note 17 to the financial statements	133.5 pence	151.2 pence
Net cash generation	The operating cash flow of the Group and wind farm SPVs as broken down in the table on below.	£291 million	£279 million
Total Shareholder Return ("TSR")	The theoretical return to a shareholder on a closing market basis, assuming that all dividends received were reinvested without transaction costs into the Ordinary Shares of the Company at the close of business on the day the shares were quoted ex dividend	(15.1) per cent	(8.6) per cent

Group and wind farm SPV cash flows	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Net cash generation	290,648	278,724
Dividends paid	(227,047)	(249,777)
Net disposals	102,453	25,045
Transaction costs	(905)	(522)
Share buybacks	(108,417)	(80,418)
Share buyback costs	(713)	(521)
Net amounts drawn under debt facilities	(40,000)	(30,000)
Upfront finance costs	-	(8,721)
Movement in cash (Group and wind farm SPVs)	16,019	(66,190)
Opening cash balance (Group and wind farm SPVs)	155,027	221,217
Closing cash balance (Group and wind farm SPVs)	171,046	155,027
Net cash generation	290,648	278,724
Dividends	227,047	221,176
Dividend cover	1.3x	1.3x

Net Cash Generation - Breakdown	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Revenue	786,087	771,106
Operating expenses	(227,682)	(216,436)
Tax	(80,526)	(66,690)
SPV level debt interest	(16,476)	(17,758)
SPV level debt amortisation	(49,656)	(62,726)
Other	(3,403)	(8,116)
Wind farm cash flow	408,344	399,380
Management fee	(24,504)	(30,522)
Operating expenses	(2,939)	(3,169)
Ongoing finance costs	(91,536)	(92,224)
Other	5,771	6,582
Group cash flow	(113,208)	(119,333)
VAT (Group and wind farm SPVs)	(4,488)	(1,323)
Net cash generation	290,648	278,724

Net Cash Generation - Reconciliation to Net Cash Flows from Operating Activities	For the year ended 31 December 2025	For the year ended 31 December 2024
	£'000	£'000
Net cash flows from operating activities	365,398	391,011
Movement in cash balances of wind farm SPVs	2,200	(21,722)
Movement in security cash deposits	5,388	(26,779)
Repayment of shareholder loan investment	9,198	28,439
Finance costs	(91,536)	(100,946)
Upfront finance costs	-	8,721
Net cash generation	290,648	278,724

Cautionary Statement

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 by the use of forward looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.

These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors and the Investment Manager concerning, amongst other things, the investment objectives and Investment Policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects, and 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 periods. Any such figures are targets only and are not forecasts.

This Annual Report has been prepared for the Company as a whole and therefore gives greater emphasis to those matters which are significant in respect of Greencoat UK Wind PLC and its subsidiary undertakings when viewed as a whole.

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[1] Note that the workdays lost figure reported here (267) reflects all workdays lost associated with portfolio assets. This differs from the figure reported in the Table 3 RTS, PAI 3 (159) which, under the SFDR methodology, is expressed as a "weighted average" thereby applying the Company ownership to workdays lost.

 

END