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Interim results for the period ended 30 June 2022

Published: 07/09/2022, 07:01

RNS Number : 5666Y

ThomasLloyd Energy Impact Trust PLC

07 September 2022

LEI: 254900V23329JCBR9G82

7 September 2022

ThomasLloyd Energy Impact Trust PLC

Interim results for the period ended 30 June 2022

ThomasLloyd Energy Impact Trust plc ("TLEI" or the "Company"), the renewable energy investment trust providing direct access to sustainable energy infrastructure in fast-growing and emerging economies in Asia, is pleased to announce its interim results for the period ended 30 June 2022.

Highlights (unaudited)	30 June 2022	31 March 2022	IPO
Net assets (US$ million)	115.2	106.2	113.1
NAV per share (cents)¹	99.9	92.1	98.0
NAV total return per share¹	2.4%	(6.0%)	n/a
Market capitalisation (US$ million)¹	130.4	146.5	113.1
Share price (US$)	1.13	1.27	1.00
IPO proceeds committed¹	66%	40%	40%
Pipeline opportunities (US$ million)	750+	c.750	750+

Operational and impact highlights	Year to date 30 June 2022	Three-month period ended 30 June 2022	Three-month period ended 31 March 2022
Installed renewable capacity (MWp)¹	266	266	133
Emissions avoided (CO₂e tonnes)¹	90,566	49,728	40,838
Energy security (people provided with electricity)¹	356,291	197,046	159,245
Employment opportunities created (full time jobs)¹	335	335	169

¹See 'Basis of Presentation and Alternative Performance Measures' section of the June 2022 Interim Report for definitions, methodologies and reconciliations.

Highlights

During the reporting period:

· Raised US$115.4 million in the IPO in December 2021.

· Awarded the London Stock Exchange's Green Economy Mark in December 2021.

· In December 2021, completed the acquisition of a 40% economic interest in NISPI, a Philippines platform with three operating solar plants, for a cash consideration of US$25.4 million. The fair value of this investment increased by 10% to 30 June 2022, driven by continued strengthening of local wholesale electricity market prices.

· On 20 June 2022, agreed the acquisition of the remaining 57% economic interest in SolarArise, in addition to the acquisition of the 43% economic interest committed to at the IPO. SolarArise is an Indian solar platform with six operating plants and one construction-ready plant situated in five states in India. The acquisition of the 57% economic interest will be settled for a cash consideration of US$38.5 million, funded from existing cash resources.

· Completed the cancellation of the share premium account of US$112.0 million, creating a special distributable reserve which can be used to fund dividend payments.

· Maiden quarterly interim dividend of 0.44 cents per share paid in June 2022.

· Incorporation of TLEI Holdings Limited, a UK incorporated wholly owned subsidiary of TLEI, as a holding company for investments.

Events after 30 June 2022:

· Second quarterly interim dividend of 0.44 cents per share announced today and will be paid on 30 September 2022.

· Acquisition of the 43% economic interest in SolarArise completed on 19 August 2022. The acquisition price of US$32.9 million (equal to the fair value of the interest at 30 June 2022) was settled by issuing 26,014,349 ordinary shares at US$1.16035 per share to the sellers and a cash payment of US$2.7 million (withheld to fund withholding tax payable to the Indian tax authorities by TLEI on behalf of the sellers).

· TLEI's market capitalisation on completion of the acquisition of the 43% economic interest in SolarArise was US$168.3 million. For illustrative purposes, if the ordinary shares issued in relation to the acquisition had been in issue at 30 June 2022, TLEI's net assets would have been US$144.8 million, resulting in a NAV per share of 102.4 cents.

Interim Report and Fact Sheet

The Company's Interim Report at 30 June 2022 and for the period ended 30 June 2022, along with the June 2022 Fact Sheet, will shortly be available on the Company's website, http://www.tlenergyimpact.com.

Commenting on today's results,

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust PLC, said:

"NISPI, the Philippines 80 MW platform with three operating solar plants that we acquired a 40% interest in shortly after IPO is benefiting from strong electricity prices, leading to a 10% increase in its fair value as at 30 June 2022.

With the completion of the acquisition of the 43% interest in SolarArise, the 434MW Indian platform with five operating solar plants and one-construction-ready solar plant, in August, we have completed the acquisitions of the seed assets identified at the time of our IPO. Including our commitment to acquire the remaining 57% interest in Solarise, we have now deployed 66% of the net IPO proceeds (including the shares issued on acquiring the 43% interest in SolarArise).

We are at an advanced stage of negotiations and due diligence on other investment opportunities, which will broaden our Investment Portfolio in terms of countries, currencies and technologies and provide further visibility on the revenue streams required to support our dividend targets. Accordingly, we expect that the remaining IPO proceeds will be substantially deployed shortly."

Enquiries:

ThomasLloyd Group

Anneliese Diedrichs

+41 (0) 79 659 6513

Anneliese.diedrichs@thomas-lloyd.com

Shore Capital
Robert Finlay / Rose Ramsden (Corporate)
Adam Gill / Matthew Kinkead (Sales)
Fiona Conroy (Corporate Broking)

+44 (0) 20 7408 4050

About ThomasLloyd Energy Impact Trust Plc

ThomasLloyd Energy Impact Trust plc (TLEI) listed on the premium segment of the London Stock Exchange in December 2021 and was awarded the London Stock Exchange's Green Economy Mark upon admission.

In 2021, ThomasLloyd Group participated in the Mobilising Institutional Capital Through Listed Product Structures (MOBILIST) competition, which engaged financial institutions in a search for the best sustainable infrastructure proposals that can list either on the London Stock Exchange or local exchanges. ThomasLloyd Group was the first fund manager to complete this process successfully and received US$32.3 million in investment from the UK government into TLEI.

The Company has a Triple Return investment objective which consists of:

· providing shareholders with attractive dividend growth and prospects for long-term capital appreciation (the financial return);

· protecting natural resources and the environment (the environmental return); and

· delivering economic and social progress, helping build resilient communities and supporting purposeful activity (the social return).

The Company seeks to achieve its investment objective by investing directly in a diversified portfolio of sustainable energy infrastructure assets in the fast-growing and emerging economies in Asia. The Company invests in unlisted sustainable energy infrastructure assets in the areas of renewable energy generation, transmission infrastructure, energy storage and sustainable fuel production, including utilising different technologies to reduce revenue variability.

The Company aims to generate additional value for its investors through focusing its investments on construction-ready or in-construction projects. The Company only invests in such pre-operational assets where: (i) an offtake agreement has been entered into; (ii) the land on which the project is situated is identified or contractually secured where appropriate; and (iii) all relevant permits have been granted. Offtake agreements will typically benefit from long-term fixed-price power purchase agreements, capacity contracts or other similar revenue contracts with creditworthy (primarily investment grade) private and public sector buyers.

As is the case for all ThomasLloyd funds, the Company is expected to qualify as an Article 9 fund under the EU Sustainable Finance Disclosure Regulation (SFDR). Further information on the Company can be found on its website at http://www.tlenergyimpact.com.

About the Investment Manager

The Investment Manager is a wholly-owned subsidiary of ThomasLloyd Group ("ThomasLloyd" or the "Group"). Founded in 2003, the Group is a leading impact investor and provider of climate financing. ThomasLloyd is a pure play impact investor and aims to apply a robust, socially and environmentally responsible investment approach that is geared towards reducing carbon emissions and improving economic prospects, while reducing investment risk through diversification across countries, sectors and technologies.

Over the last decade, ThomasLloyd has deployed over US$1 billion across 16 projects in renewable energy generation, transmission and sustainable fuel production with a total capacity in excess of 700 MW.

Since 2013, ThomasLloyd has been measuring and reporting on the impact of its investments, creating an empirical database showing the positive impact of their investments in sustainable energy infrastructure in high growth and emerging markets in Asia.

INTERIM REPORT - AT 30 JUNE 2022 AND FOR THE PERIOD ENDED 30 JUNE 2022

About the Company

ThomasLloyd Energy Impact Trust PLC ("TLEI" or the "Company") is the UK's first and only listed renewable energy infrastructure investment company focused solely on the fast-growing and emerging economies in Asia.

TLEI aims to deliver positive and measurable environmental and social impacts along with attractive dividend growth and prospects for long-term capital appreciation by principally investing in a diversified portfolio of construction-ready, in-construction and operating sustainable energy infrastructure assets. TLEI invests either directly or with trusted partners through scalable investment platforms.

The Company is managed by ThomasLloyd Global Asset Management (Americas) LLC ("ThomasLloyd" or the "Investment Manager"), one of the longest-established and most experienced investors in sustainable energy infrastructure in emerging markets in Asia.

Highlights

During the reporting period:

· Raised US$115.4 million in the IPO in December 2021.

· Awarded the London Stock Exchange's Green Economy Mark in December 2021.

· Completed the cancellation of the share premium account of US$112.0 million, creating a special distributable reserve which can be used to fund dividend payments.

· Maiden quarterly interim dividend of 0.44 cents per share paid in June 2022.

· Incorporation of TLEI Holdings Limited, a UK incorporated wholly owned subsidiary of TLEI, as a holding company for investments.

Events after 30 June 2022:

· Second quarterly interim dividend of 0.44 cents per share announced and will be paid on 30 September 2022.

Highlights (unaudited)	30 June 2022	31 March 2022	IPO
Net assets (US$ million)	115.2	106.2	113.1
NAV per share (cents)¹	99.9	92.1	98.0
NAV total return per share¹	2.4%	(6.0%)	n/a
Market capitalisation (US$ million)¹	130.4	146.5	113.1
Share price (US$)	1.13	1.27	1.00
IPO proceeds committed¹	66%	40%	40%
Pipeline opportunities (US$ million)	750+	c.750	750+

Impact highlights	Year to date 30 June 2022	Three-month period ended 30 June 2022	Three-month period ended 31 March 2022
Installed renewable capacity (MWp)¹	266	266	133
Emissions avoided (CO₂e tonnes)¹	90,566	49,728	40,838
Energy security (people provided with electricity)¹	356,291	197,046	159,245
Employment opportunities created (full time jobs)¹	335	335	169

¹See 'Basis of Presentation and Alternative Performance Measures' section of the Interim Report for definitions, methodologies and reconciliations.

Our Objectives

TLEI has a 'Triple Return' investment objective:

Financial	Providing shareholders with attractive dividend growth and prospects for long-term capital appreciation
Environmental	Protecting natural resources and the environment
Social	Delivering economic and social progress, helping build resilient communities and supporting purposeful activity
We aim to provide shareholders with:
A sustainable and increasing dividend, paid quarterly - An annual target dividend yield¹ of 2-3% for 2022, 5-6% for 2023 and at least 7% for 2024, with the aim of progressively increasing this nominal target thereafter
An attractive NAV total return - A target NAV total return¹, once the portfolio is fully operational on a fully invested and geared basis, of 10-12% per annum (net of all fees, expenses and taxes)

¹ Based on the IPO issue price of US$1.00.

Investment Strategy

Diversification is a fundamental tenet of our strategy.

We invest in sustainable energy infrastructure assets in fast-growing and emerging countries in Asia. We only invest in countries which our Investment Manager considers as having a stable political system and transparent and enforceable legal system, and which recognise the rights of foreign investors. Our core target countries are India, Philippines and Vietnam, but we may also invest in other fast-growing and emerging countries such as Bangladesh, Indonesia and, once the current political and economic situation has stabilised, Sri Lanka.

Our aim is to build a diversified portfolio of assets in the areas of renewable energy generation (principally solar, wind and biomass), transmission infrastructure, energy storage and sustainable fuel production. In addition to investing in operational assets (largely with government or quasi-government offtake agreements in place), we will seek to generate additional value for shareholders through investing in construction-ready or in-construction projects. However, we will only invest in pre-operational assets where an offtake agreement is already in place, where appropriate the land on which the project is situated has been identified or contractually secured and all relevant permits or licenses have been granted. Our offtake agreements typically benefit from long-term fixed-price power purchase agreements, capacity contracts or other similar revenue contracts with creditworthy (primarily investment grade) public or private sector buyers.

Whilst we may invest directly, taking 100% ownership of assets, normally we will invest with trusted partners through scalable platforms investing in sustainable energy infrastructure assets in our target countries. These platforms provide us with a ready supply of new investment opportunities from which the Investment Manager can select the most appropriate ones for TLEI.

Gearing is not used at the Company level. Gearing may be used on a non-recourse basis at the asset level, either by the SPVs holding the assets or intermediate holding companies, but will not exceed 65% of the Group's gross asset value (which includes the proportionate share of the borrowings at the level of the Company's investments), with the Company targeting below 50% in the medium term. Borrowings will normally be denominated in the currency of the relevant asset or US Dollars to help offset foreign currency exposure. In addition, borrowings will typically be amortising over the term of the associated offtake agreement.

We only invest in assets denominated in currencies that can be freely converted or where, with central bank registration, the dividends and sale proceeds from any investment are freely convertible, transferable and repatriatable. Whilst the Company will not pursue long-term currency hedging, the Investment Manager anticipates that it will substantially hedge future dividend payments to shareholders where those payments are funded by non-US Dollar denominated income. This hedging programme is expected to cover a rolling two-year period.

Portfolio

Platform

Technology

Country

Sites

Revenue type

Renewable energy generating capacity (MWp)

Average remaining life of asset

Economic ownership

NISPI

Solar

Philippines

3 (operational)

Wholesale electricity spot market price

19 years

40%

SolarArise¹

Solar

India

6 (operational)

1 (construction-ready)

25-year fixed price PPA

434

21 years

100%

¹Represents the committed acquisition of a 43% economic interest in SolarArise at date of IPO, subsequently completed on 19 August 2022, and the remaining 57% economic interest committed to be acquired on 20 June 2022.

The global challenge

· Developing markets account for the majority of future global CO₂ emissions but only receive 20% of clean energy infrastructure investment.

· We need to tackle the challenges at source if we are to reach the goal of Net Zero by 2050.

Investment Case

By investing in TLEI, you are investing your money where it has the greatest impact. By helping to fulfil the urgent need for sustainable energy infrastructure finance in Asia, TLEI is helping to tackle the global climate crisis with action where it is most required and most effective.

As the only London-listed sustainable energy infrastructure investment company focused solely on the fast-growing and emerging economies in Asia, we provide investors with a unique opportunity to gain exposure to this exciting sub-sector.

TLEI also provides geographical diversification for investors who already have exposure to developed market sustainable energy infrastructure.

We believe the following factors make TLEI a compelling investment:

Asia is the region with the most urgent need for investment in sustainable energy infrastructure

· Asia's 4.6 billion people account for more than half of global energy consumption - 85% comes from fossil fuels.

· CO₂ emissions in Asia now exceed those of Europe and North America combined.

· Asia emits nearly 4x as much CO₂ for every US Dollar of GDP than the four largest countries in Europe on average.

· Population growth, economic growth and urbanisation collectively are causing a rapid increase in the demand for energy in Asia.

Asia is also the region where your capital will have the greatest impact

· In Asia, it is now 65% cheaper to build renewable energy power capacity than it is to build new fossil fuel generated power. The recent spike in oil and gas prices and the renewed focus on energy security makes this cost differential even more favourable for renewable energy.

· A US Dollar invested in sustainable energy infrastructure in some Asian countries, such as India and the Philippines, has more purchasing power than the same US Dollar spent in Europe or North America - so it funds the construction and operation of more renewable energy infrastructure assets, generating more clean energy and creating a greater number of employment opportunities.

· In fulfilling the urgent need for sustainable energy infrastructure finance in Asia, TLEI is helping to tackle the global climate crisis with action where it is most required, is most efficient and has a greater environmental and social impact.

Attractive investment returns underpinned by strong fundamentals

· The amount of solar radiation available for electricity production is highly dependent on location and climate - geography plays an important role in the attractive economics of solar power in Asia.

· Lower costs of doing business, but not at the cost of providing affordable energy and a positive social impact, also contribute to the attractive economics of sustainable energy power in Asia.

· A large proportion of our financial returns are expected to be backed by long-term, typically 20 to 25-year, power purchase agreements, giving a high visibility of earnings - as these PPAs are frequently with central or regional governments, the visibility is combined with strong security of earnings.

· A strong US$750+ million pipeline is identified which comprises attractive investment opportunities to support further portfolio and income growth over the coming years.

Highly experienced Investment Manager with proven track record

· Our Investment Manager, ThomasLloyd, has deployed US$1+ billion in sustainable energy infrastructure assets (700 MW+) in TLEI's target markets.

· ThomasLloyd's deep and longstanding relationships across our target markets and on-the-ground presence with offices and representatives in India, the Philippines, Hong Kong and Singapore ensure access to attractive new projects.

Chair's Statement

Sue Inglis, Chair, ThomasLloyd Energy Impact Trust Plc

On behalf of the Board, I am pleased to present our Interim Report for ThomasLloyd Energy Impact Trust Plc covering the period from 1 November 2021 to 30 June 2022. This is our second Interim Report for the current financial year, the first having covered the period from 1 November 2021 to 31 March 2022, as required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. We have elected to prepare this second Interim Report for the period ended 30 June 2022 to provide a comparable period for future years. Going forward, we will prepare our Interim Report for the six-month period ending 30 June each year, and publish NAV updates for the quarters ending 31 March and 30 September.

IPO

On 14 December 2021, the Company listed on the premium segment of the London Stock Exchange, raising gross cash proceeds of US$115.4 million from a diversified institutional and retail investor base, as well as, the UK Government's Foreign and Commonwealth Office. We are especially proud to have achieved what we did given the challenging market conditions at the end of last year.

At the time of the IPO, we had committed to acquire interests in portfolios of assets in India and the Philippines for a combination of new ordinary shares to be issued by the Company and cash. Since the IPO, the focus of both the Board and the Investment Manager has been on completing those acquisitions, committing the remaining net IPO cash proceeds and developing our pipeline to increase the Investment Portfolio's diversification.

Investment progress

We completed the acquisition of a 40% economic interest in NISPI, the 80 MW Philippines investment platform with three operating solar plants, for a cash consideration of US$25.4 million on 18 December 2021. NISPI's solar plants export electricity to the grid at the wholesale electricity spot market price.

Whilst we received approval from the Government of India for our acquisition of a 43% economic interest in SolarArise, the 434 MW Indian investment platform with six operating solar plants and one construction-ready solar plant, in March 2022, we did not complete the acquisition until 19 August 2022. The delay in completing the acquisition was largely due to having entered into discussions to acquire the remaining 57%. Under the shareholder agreement terms, the sellers of the 57% were contractually entitled to sell at the India Rupee initial consideration, being the valuation agreed at 19 November 2021.

Due to the delay in completing the acquisition of the 43% economic interest in SolarArise, we were able to secure amendments to the original agreement to update the fair value to a more recent date, being 30 June 2022. This reduced the number of shares being issued as the US Dollar consideration had decreased due to the US Dollar strengthening against the Indian Rupee. This amendment represented a US$1.7 million reduction to a consideration of US$32.9 million from US$34.6 million agreed at the IPO. On completion on 19 August 2022, the Company issued 26,014,349 ordinary shares at US$1.16035 per share, being the average share price for the 10-days prior to allotment of the shares. This reflected the fair value of the 43% economic interest at 30 June 2022, including accrued interest on convertible debt securities acquired, net of US$2.7million of withholding tax payable by the Company to the Indian tax authorities on behalf of the sellers. The Company's market capitalisation at the close of business on the completion date was US$168.3 million.

Acquiring the remaining 57% economic interest in SolarArise was one of our strategic objectives at the IPO. This was due to SolarArise's assets offering predictable revenues under their long-term PPAs as well as its 200 MW construction-ready asset which is expected to be NAV-accretive when it becomes operational. On 20 June 2022, we committed to acquire the remaining 57% economic interest, which included ordinary shares and convertible debt instruments, for a cash consideration of US$38.5 million. The consideration agreed for the 57% economic interest excluded accrued interest on the convertible debt instruments which will be paid by SolarArise directly to the sellers prior to completion. Excluding the impact of the settlement of the accrued interest, the aggregate US Dollar acquisition value at 30 June 2022 for a 100% interest in SolarArise was equivalent to a discount of 5.2% to the initial US Dollar consideration agreed in November 2021, whilst the underlying Indian Rupee fair value remained substantially unchanged. Completion of this acquisition is subject to regulatory approval and other completion procedures and is expected to take place in the fourth quarter of this year.

Following completion of the acquisition of the remaining 57% economic interest, the Company will own 100% of SolarArise and the TLEI portfolio will include interests in 10 solar plants, with generating capacity of 514 MW in two countries.

We have chosen, for the time being, not to be paid US$3.5 million of accrued interest on convertible debt securities acquired as part of the 43% economic interest in SolarArise. The cash retained in SolarArise, along with external project finance, will be used to fund SolarArise's 200 MW construction-ready solar plant. All necessary permits are in place and land has been secured for this project. The SolarArise operator and management provider has secured purchase commitments on construction materials and grown its team to support this larger project to ensure scheduled timelines can be met. Construction is expected to commence in the fourth quarter of this year, with a targeted commercial operations date in the second half of 2023.

Pipeline

At 30 June 2022, the Company had deployed 66% of the net IPO proceeds, including the share issue for the committed acquisition of the 43% economic interest in SolarArise. The Company has in excess of US$750 million of pipeline opportunities currently under consideration, of which more than US$380 million is under exclusivity and the remainder is identified opportunities in markets where the Investment Manager is already established or has undertaken country level diligence.

We have made significant progress on opportunities in Vietnam with an initial aggregate investment value of up to US$30 million, including a solar platform that is building a pipeline of additional opportunities (we are in exclusive discussions with this platform). Additionally, the Investment Manager has exclusivity over more than US$350million of identified operational biomass assets in the Philippines which are expected to deliver positive environmental and social impacts. As the aggregate value of the immediate pipeline opportunities exceeds the Company's uncommitted cash, such investments would require further equity issuances.

Furthermore, there are near-term opportunities in India, the Philippines and Vietnam with more medium to longer term opportunities identified in Bangladesh and Indonesia. For further details on the pipeline, please see the Investment Manager's report.

Portfolio performance

Since acquisition, the fair value of the investment in NISPI increased by 10.3% to US$28.0 million at 30 June 2022. This increase was driven by strong wholesale electricity market prices resulting from demand outstripping supply as the Philippines returns to post-pandemic demand levels and Negros, NISPI's local market, continuing to be negatively impacted by the restricted availability due to damage to the subsea cable connecting Negros and Cebu in July 2021, offset partially by the US Dollar strengthening against the Philippine Peso and a higher discount rate due to increasing government bond yields. Net renewable energy generation for the six-month period ended 30 June 2022 was 41,061 MWh, down approximately 26% from the same period in 2021 due to the damage to the Negros-Cebu subsea cable and curtailment in the weeks following typhoon Rai, which hit the Philippines in December 2021. NISPI generated revenues of US$5.4 million in the six-month period ended 30 June 2022. In line with expectations, NISPI did not distribute any amounts to the Company during the period.

In the six-month period ended 30 June 2022, SolarArise's net renewable energy generation exceeded budget by 3.0%, with underlying revenues increasing at the same rate. On a US Dollar basis, revenues versus budget decreased by 2% to US$9.3 million due to the strengthening of the US Dollar. No distributions have been made to SolarArise shareholders since TLEI committed in November 2021 to acquire the 43% economic interest or will be made prior to the completion of the acquisition of the 57% economic interest.

Results

Net assets at 30 June 2022 increased by 1.8% to US$115.2 million (IPO: US$113.1 million).

At 30 June 2022, the NAV per share was 99.9 cents (IPO: 98.0 cents). For illustrative purposes, if the ordinary shares issued in relation to the acquisition of the 43% economic interest had been in issue at 30 June 2022, the Company would have had net assets of US$144.8 million, resulting in a NAV per share of 102.7 cents.

The NAV per share on a total return basis was 2.4%, which was driven by the increase in the fair value of NISPI.

The share price at 30 June 2022 was US$1.13 (ticker: TLEI) and 87.5 pence (ticker: TLEP).

The Company had a cash balance of US$86.9 million at 30 June 2022, of which US$38.5 million was committed to be deployed for the acquisition of the 57% economic interest in SolarArise. At the same date, the Company had no gearing (NISPI is also ungeared). Had SolarArise been wholly owned by the Company at 30 June 2022, SolarArise's gearing would have represented 43.3% of the Group's GAV (which includes the proportionate share of the borrowings at the level of the Company's investments, including 100% of SolarArise).

The Company's profit before tax for the period was US$2.6 million, reflecting a US$2.6 million net gain on investments held at fair value and foreign exchange gains on the IPO proceeds not yet deployed, offset by ongoing operating expenses. Earnings per share was 2.76 cents.

The annualised ongoing charges ratio was 2.3% at the period end. This calculation does not take into account the subsequent US$29.6 million increase in TLEI's net assets on completion of the acquisition of the 43% economic interest in SolarArise, which will reduce the ongoing charges ratio. For illustrative purposes, if this acquisition had completed at 30 June 2022, it would have reduced the ongoing charges ratio to 1.8%. The Board will continue to monitor the ongoing charges ratio closely as we seek to grow the Company, deliver value to our shareholders and further reduce the ongoing charges ratio.

Dividends

Our first interim dividend of 0.44 cents per share for the period to 31 March 2022 was paid on 24 June 2022 to shareholders on the register at the close of business on 20 May 2022. We have today announced a second interim dividend of 0.44 cents per share, which will be paid on 30 September 2022 to shareholders on the register at the close of business on 16 September 2022. As anticipated at the time of the IPO, these interim dividends have or will be paid out of the special distributable reserve created following the court-sanctioned cancellation of the share premium reserve created at the IPO. We continue to expect that, over the medium term, the target annual dividend will be covered fully by revenue profits generated by the Investment Portfolio.

Impact Investing

The Board recognises the increasing importance of impact investing for investors. Investing for a positive impact is at the heart of the Company's investment strategy, given the inherent benefits of renewable energy assets. The Company's assets do not require a trade-off between returns and responsible investment and represents an attractive investment opportunity to achieve strong financial returns whilst also delivering environmental and social benefits. We are aiming to adopt reporting standards as they are developed and adopted by the industry and to report in a transparent way, making it easier for investors to assess and quantify the positive impact that the Company is having on the environment and the communities in which our assets are based.

Outlook

Our target markets are returning to growth with strong electricity demand and pricing, although inflation and, for our existing investments the US Dollar strengthening are proving to be headwinds currently. But a stronger US Dollar is also creating the opportunity to acquire assets at more attractive prices.

The change in government in the Philippines, specifically the appointment of a new Department of Energy Secretary, is seen as a positive with continued affirmation of commitment to renewable energy targets. The Indian Government has continued its support of the local solar sector and, to meet its targets, it will need significant solar construction projects to be awarded across the country. The renewable energy sector in Vietnam, which has one of the fastest growing populations and GDP outlooks in Asia, is expected to grow by 8% annually for the next five years. With no foreign ownership restrictions, this is one of our most immediate and exciting target markets.

We are encouraged by our pipeline of investment opportunities and excited about the scale of the market opportunity for TLEI and the outlook for the future.

Sue Inglis

Chair, ThomasLloyd Energy Impact Trust Plc

7 September 2022

Q&A with the Investment Manager

Michael Sieg, Chair of the Investment Committee, ThomasLloyd Group

Q: Did you encounter specific complexities or difficulties in closing the 43% stake in SolarArise as it seemed to take longer than expected?

Yes, it did take longer than expected but a number of amendments were also made which overall have proved very beneficial to shareholders.

On signing the sale and purchase agreement on 19 November 2021, we applied for Government of India approval of the transaction, which is required for all acquisitions of holding company unlisted securities by foreign investors. Approval was received in March 2022, once the Government offices re-opened in Delhi following the lifting of pandemic restrictions.

Pending Government approval, we initiated negotiations to acquire the remaining 57% stake, which raised a number of structuring points relating to both transactions and delayed completing on the 43% until agreement on the remaining interest was reached and the structuring points were resolved.

Cognisant of the delay, the consideration for the 43% stake was amended in three ways. Firstly, the price paid by TLEI was reduced from US$34.6 million (its fair value at 19 November 2021) to US$32.9 million (its most recently calculated fair value, being as at 30 June 2022). Although the fair value of SolarArise remained largely the same in local currency terms, the price reduction was driven by the US Dollar strengthening against the Indian Rupee.

Secondly, the price at which the consideration shares were issued was increased from US$1.00, being the IPO price, to US$1.16035 to address the shares being consistently traded at a premium since the IPO, which reduced the number of consideration shares issued.

Finally, the number of shares issued was further reduced to reflect that TLEI agreed to settle directly the withholding tax due in cash to the Indian tax authorities on behalf of the sellers.

These amendments ensured the acquisition cost was reflective of the current fair value of SolarArise in US Dollar terms as well as ensuring that the acquisition did not dilute shareholder value. The transaction closed on 19 August 2022. No distributions have been made to SolarArise shareholders between 19 November 2021 and completion (or will be made prior to completion of the acquisition of the remaining 57%), so TLEI will benefit from the net cash flow retained in SolarArise over that period.

Q: TLEI has now committed to buying 100% of SolarArise - this must a be a key acquisition for the development of the portfolio?

Acquiring the remaining stake in SolarArise was very important for a number of reasons. Firstly, it provides us additional visibility of dividend cover, as the acquisition represents 234 MW of operational assets, as well as portfolio diversification from the 200 MW construction-ready project, which will support the overall return of the Company.

Secondly, it also extends the ThomasLloyd development and management platforms in India. As an Investment Manager, our on-the-ground skills and expertise is a key differentiator for us. Our in-house technical, development and operational skills and disciplines will be bolstered as ThomasLloyd will assume and integrate the local management and development team therefore maintaining the partnership ThomasLloyd has had with the SolarArise founders since 2018.

On signing of the sale and purchase agreement for the remaining interest, we have submitted the application for approval by the Government of India. Therefore, we are optimistic that the acquisition will complete in the fourth quarter of 2022.

Q: How has your pipeline changed since the IPO?

The pipeline has continued to evolve as you would expect. Some opportunities fall away for a variety of reasons, for example as commercial terms are explored or detailed due diligence undertaken. We also need to be alert to changing political and macro conditions - Sri Lanka provides a good example. The overall environment for the projects we look at is very favourable and projects which have been removed have been replaced. We currently have a pipeline in excess of US$750 million.

We remain on track to deliver the returns outlined in TLEI's prospectus and are committed to increasing TLEI's geographical presence through new investments in Vietnam, which will also provide additional currency diversification. We continue to evaluate projects based on proven technologies, such as solar, biomass and wind, as well as currently less widely established technologies, such as battery storage.

The ThomasLloyd 'Triple Return' objective of providing attractive investment returns for investors by investing where capital makes a meaningful, measurable and significant impact remains the core objective of TLEI.

Q: It has taken more than six months to deploy the IPO proceeds - is this normal for emerging markets and should we expect a similar deployment timeline on future raises?

The emergence of the Omicron variant in December 2021 halted travel in the first quarter of 2022 in most of our target markets and impacted businesses and governments due to mandatory lock-downs. It was only at the start of the second quarter that many countries opened their borders again to non-resident visitors, since when we have been able to carry out very necessary face to face meetings with both potential partners and acquisition opportunities. We were also negatively impacted by the deteriorating political and economic situation in Sri Lanka, which resulted in us taking the decision to step back from a number of opportunities in the original near-term pipeline.

It is also important to note that we have an established investment decision making process with detailed diligence requirements carried out both by the Investment Manager and by external consultants. When investing in emerging markets, it is essential not to compromise thorough risk assessment, planning and preparation in order to accelerate investment decisions.

Moving forward, our current near-term pipeline contains tangible, quality opportunities in India and the Philippines, countries which are well-known to us, and Vietnam, where we have completed extensive country level diligence prior to entering this market. We believe that delays caused by national lockdowns or closure of borders will not recur but, to help mitigate against timing risk, we have established a fund dedicated to investing in development phase assets which can act as an incubator for construction-ready pipeline assets for the Company.

Q: What are the key gating items to closing a deal in emerging market countries?

In all countries, whether developed or fast growing and emerging, there are differences in regulation, taxation and governance which will impact the structure, timeline and commercials of an acquisition. Having said that, there are specific points which we always consider, including regulatory approvals or filings, foreign investment restrictions, availability of key suppliers, assessment against impact and ESG criteria, tax and accounting implications and operating language.

In relation to regulatory approvals, there are certain pre-closing approvals required in India (as evidenced through the SolarArise acquisition), whereas in the Philippines and Vietnam such approvals generally follow closing.

In certain countries there are restrictions on the size of shareholding that a foreign investor may make. These restrictions vary depending on the type of legal structure, operational readiness or size of investment opportunity. While India and Vietnam do not have such restrictions, there are certain restrictions in relation to some opportunities in the Philippines, specifically solar investments. The restrictions may be subject to change and therefore, we monitor and update our assessment of opportunities on an ongoing basis.

As an active impact-focused investment manager, we believe deep and trusted relationships with our external partners, being our plant operators, technical advisors, other key service providers and suppliers and any co-investors, are integral to the success of our investments. Therefore, ensuring from the outset that we share the same values and standards of ethics is central to this.

Q: As an impact investment manager, operating in emerging Asia, what do you think are the key challenges?

We have seen a lot of financial market change and upheaval globally over the last few years, first with COVID-19 and now with macroeconomic turbulence generated by the Russian/Ukraine war and the impact it is having on rising fuel and food prices, coupled with interest rates as financial authorities try to deal with rising inflation. Therefore, there is a lot to think about as we deal with these challenges and the knock-on impacts globally and more particularly in Asia.

One of the macroeconomic factors we continuously monitor is the foreign exchange rates in our local markets in comparison to the US Dollar, TLEI's functional currency. We have seen the US Dollar strengthen in the last few months to highs not seen since 2018. This has led to unrealised foreign exchange losses in relation to TLEI's Philippine assets, although this has been more than offset by increases in their value in local currency terms due to continued strengthening of wholesale electricity market prices and overall operating results. Although it is not efficient to hedge the currency risk to capital values, we can mitigate against the risk of losses crystallising into a cash loss by entering into a programme of cash flow hedges designed to protect the value in US Dollars of the projected local currency inflows through dividend income to TLEI. Additionally, we have built a depreciating effect of such currency devaluations going forward into our financial models to provide a buffer in our planning and forecasting activities.

But with challenge also comes opportunity - pipeline opportunities are now becoming available at more attractive prices and this has been seen most recently with the acquisition of the remaining interest in SolarArise. In agreeing the acquisition of the remaining interest, where the fair value in local currency terms has increased since the IPO, the acquisition consideration agreed in US Dollars was 6% cheaper.

Another opportunity is the increased focus on energy security on a global basis, which we believe increases the appetite in our target markets for the locally sourced supply that renewable energy provides, especially as in those markets renewable energy is significantly cheaper than the fossil fuel equivalents.

A remaining challenge may be the risk of regulatory change driven by changes in government or political parties. In Europe, we have seen governments retract or revise their subsidy polices for renewable energy and, in some cases, these changes have been made retroactively. This can have a largely destabilising impact on investors' appetite for such investments. This is one of the reasons we choose to invest where there are no subsidies therefore, removing such uncertainty. While we cannot remove the risk of change completely, having team members on the ground and ongoing communication with our established local partners ensures that we have visibility of upcoming change and this allows us to react and deal with such change in a timely manner.

And lastly, we always have the health and wellbeing of our employees and contractors and the communities in which we operate in our minds. Aside from the pandemic, our employees are now seeing rising inflation rates impact their quality of living so anything we can do to alleviate these pressures are front and centre of our minds.

Investment Manager's Report

"The successful agreement to acquire the remaining 57% economic interest in SolarArise, which increases our holding to 100%, puts us on track to create a diversified portfolio with long-term PPAs that provides visibility and predictability of dividend flow."

Nandita Sahgal Tully, member of the Investment Committee, ThomasLloyd Group

Investment highlights

· The fair value of the investment in NISPI increased by 10.3% since acquisition to a fair value of US$28.0 million, reflecting continued strong local market electricity prices.

· Commitment to acquire a 43% economic interest in SolarArise at the IPO completed on 19 August 2022 with a consideration of US$32.9 million, its fair value at 30 June 2022. This investment represents an interest in the SolarArise solar platform of 234 MW of operational assets and 200 MW of construction-ready assets across five states in India.

· On 20 June 2022, the Company committed to acquire the remaining 57% economic interest in SolarArise for US$38.5 million. An application for approval of this acquisition has been submitted to the Government of India and completion is expected in the fourth quarter of 2022.

· Final-stage diligence procedures being undertaken on exclusive solar opportunities in Vietnam, both operational and in-construction projects.

Investment Portfolio

The following table provides details of the Company's Investment Portfolio, as well as those investments which the Company had committed to acquire, at 30 June 2022. At that date, the Company's Investment Portfolio had a fair value of US$28.0 million and its committed asset acquisitions had an aggregate fair value of US$71.4 million.

Project	Country	Sector	Ownership	Commercial operations date	Date of end of PPA	Offtaker	Total generating capacity (MWp)
Investment Portfolio
ISLASOL IA	Philippines	Solar	40%	May 2016	n/a	n/a	18
ISLASOL IB	Philippines	Solar	40%	May 2016	n/a	n/a	14
ISLASOL II	Philippines	Solar	40%	June 2016	n/a	n/a	48
Total Investment Portfolio							80
Committed asset acquisitions¹
Telangana I	India	Solar	100%	June 2016	June 2041	Southern Power Distribution Company of Telangana Limited^G	12
Telangana II	India	Solar	100%	June 2016	June 2041	Southern Power Distribution Company of Telangana Limited^G	12
Maharashtra I	India	Solar	100%	September 2017	September 2042	Solar Energy Corporation of India Limited^G	67
Karnataka I	India	Solar	100%	February 2018	February 2043	Solar Energy Corporation of India Limited^G	41
Karnataka II	India	Solar	100%	August 2019	August 2044	Bangalore Electricity Supply Company Limited^G	27
Uttar Pradesh I	India	Solar	100%	January 2021	January 2046	Uttar Pradesh Power Corporation Limited^G	75
Madhya Pradesh 2	India	Solar	100%	September 2023	June 2048	1. M.P. Power Management Company Limited ^G 2. Indian Railways^G	200
Total committed asset acquisitions							434
Total Investment Portfolio and committed asset acquisitions							514

¹ Represents the acquisition of a 43% economic interest in SolarArise, completed on 19 August 2022, and the remaining 57% economic interest, committed to be acquired on 20 June 2022 and expected to complete in the fourth quarter 2022.

² Construction-ready project

^G Government or quasi-government offtaker

Performance of the Investment Portfolio¹

In December 2021, TLEI acquired a 40% economic interest in NISPI, one of its seed assets at the IPO, for a cash consideration of US$25.4 million, equivalent to its fair value at 19 November 2021. NISPI is an investment platform with three operating solar plants situated on the island of Negros, Philippines. All three solar plants export electricity to the grid at the wholesale electricity spot market price. The total capacity of the NISPI portfolio is 80 MW.

Transmission capacity has been limited since July 2021 between Negros and the neighbouring island of Cebu, after a portion of the 138-kiloVolt high voltage subsea cable connecting the two islands was damaged by dredging works performed by a government department. While only one of the cable's two circuits has been damaged, this has impacted the ability to export in the short term. Completion of remediation works is now expected to be in late 2023.

Net renewable energy generation for the six-month period ended 30 June 2022 was 41,061 MWh (six-month period ended 30 June 2021: 54,664 MWh). In comparison to budget, net renewable energy generation was marginally below budget. The reduction in net renewable energy generation relative to the prior period is largely the result of the damage to the subsea cable in July 2021 and generation being impacted in the first quarter of 2022 by typhoon Rai, a category 5 super typhoon that hit the Philippines in December 2021. Although damage across the Philippines was significant, NISPI's solar plants were undamaged and local staff members and families were unharmed. Normal operations were resumed relatively quickly, although there were some short-term power transmission outages which impacted the first weeks of 2022.

Since acquisition in December 2021, NISPI has benefited from continued strong wholesale electricity market prices. The average 12-month wholesale electricity market price to 30 June 2022 was 6.36 PHP per KWh in comparison to 6.16 PHP per KWh in the 12 months to 31 March 2022. The increase in electricity prices has been supported by demand outstripping supply due to the ongoing curtailment resulting from the Negros-Cebu subsea cable damage. On acquisition, the assumed wholesale electricity market price was 5.00 PHP per KWh.

In the six-month period ended 30 June 2022, NISPI generated revenue of US$5.4 million, a decrease of 10% in comparison to the six-month period ended 30 June 2021 which generated US$6.1 million. This decrease was due to the US Dollar strengthening and, on a PHP basis, revenue grew by 2% to PHP 298.8 million. Therefore, on an underlying currency basis this was ahead of budget.

For the six-month period ended 30 June 2022, operating cash flows and cash conversion ratio were US$3.1 million and 79% respectively (six-month period ended 30 June 2021: US$3.2 million and 55% respectively). Cash conversion was impacted by increased revenues generated and which are not due to be collected until the following quarter. As at 30 June 2022, NISPI had cash, held in PHP, of US$13.0 million. In line with expectations, NISPI did not distribute any amounts to the Company during the period.

In June 2022, the Philippine Government initiated their first green energy auction to award 2 GW of renewable energy capacity to renewable energy providers. The accepted offer price for solar was 3.67 PHP per KWh and did not include any inflator to the model. As the accepted offer price was significantly lower than prices available in the market currently, NISPI did not participate in the auction, and it is currently unlikely that NISPI will participate in a green auction in the near term.

The construction of an additional subsea cable between Negros and Panay is ongoing and is expected to be operational in the third quarter of 2022, which is expected to alleviate grid congestion. This is part of a large project by the Government to create an interconnection framework to accommodate transmission of excess power from Negros and Panay to the rest of Visayas.

¹Performance is based on 100% of NISPI.

Performance of committed assets¹

At 30 June 2022, TLEI had a commitment to acquire a 43% economic interest in SolarArise, its other seed asset at the IPO. That acquisition was completed on 19 August 2022, with the consideration of US$32.9 million. SolarArise is an investment platform with six operating solar plants and one construction-ready solar plant, situated in five states in India. All six operating plants have, and the construction-ready plant will have, long-term, fixed-price PPAs in place with government or quasi-government offtakers.

On 20 June 2022, TLEI committed to acquire the remaining 57% economic interest in SolarArise for a cash consideration of US$38.5 million. That acquisition is expected to complete in the fourth quarter of 2022.

The total capacity of the SolarArise portfolio is 434 MW, with 234 MW fully operational at 30 June 2022 following the completion and grid connection of the 75 MW plant at Uttar Pradesh in January 2021, and a further 200 MW construction-ready.

Net renewable energy generation increased to 176,750 MWh in the six-month period ended 30 June 2022 from 147,192 MWh in the prior year. In comparison to budget, net renewable energy generation exceeded expectations by 3%.

In the six-month period ended 30 June 2022, revenue generated by the six operational plants increased by 10%, or US$0.8 million, in comparison to the six-month period ended 30 June 2021 to US$9.3 million due to Uttar Pradesh operating throughout the 2022 period. This was 3% ahead of budget on a local currency basis and 2% behind in US Dollar terms due to the strengthening of the US Dollar in comparison to INR.

For the six-month period ended 30 June 2022, operating cash flows and the cash conversion ratio were US$4.4 million and 56% respectively. At 30 June 2022, SolarArise had cash and short-term deposits, held in INR, of US$20.3 million, a decrease of US$3.3 million since 31 December 2021. A key reason for the decrease in cash in the period was due to the depreciation of the INR against the US Dollar, which resulted in a US$1.3 million reduction in the value of the cash held at 31 December. No distributions have been made to SolarArise shareholders since TLEI committed in November 2021 to acquire the 43% economic interest or will be made prior to the completion of the acquisition of the 57% economic interest.

¹Performance is based on 100% of SolarArise.

Valuation process

In accordance with the Company's valuation policy, the investment held at 30 June 2022 has been valued by the Investment Manager and reviewed by the Company's independent valuation expert. The AIFM and the Directors have then reviewed and approved the valuation used as at 30 June 2022.

The fair value for the Company's investment is derived using a discounted cash flow methodology ("DCF"). In a DCF analysis, the fair value of the investment is the present value of the expected future cash flows, based on a range of operating assumptions for revenues, costs, leverage and any distributions, before applying an appropriate discount rate.

A broad range of assumptions is used in the valuation models. Given the long-term nature of sustainable energy infrastructure assets, valuations are assessed using long-term historical data to reflect the asset life.

Investment Portfolio valuation at 30 June 2022

The Company's Investment Portfolio increased in value by 10% in the period from acquisition to 30 June 2022 due to strengthening electricity prices in the Philippines offset by changes to macroeconomic factors impacting the discount rate and foreign exchange movements.

The Investment Portfolio, comprising a 40% interest in NISPI, which owns three solar plants in the Philippines was valued at US$28.0 million at 30 June 2022.

The Investment Portfolio increased in value in the period to 30 June 2022 by US$2.6 million, or 10%, in comparison to its acquisition price of US$25.4 million. The increase reflects the net impact of the strong wholesale electricity market price realised over the last 12 months in the Philippines offset by changes to macroeconomic factors that have adversely impacted the discount rate and foreign exchange movements.

Investment Portfolio bridge US$'000s	30 June 2022
Acquisition price of NISPI	25,382
Power prices	7,650
Renewable energy generation	-
Discount rate	(3,000)
Foreign exchange rates	(2,316)
Other changes	284
Investment Portfolio valuation at 30 June 2022	28,000

Factors which are significantly impacted the valuation of the Investment Portfolio are as follows:

- Power prices - NISPI currently generates revenue through the sale of power to the grid at the wholesale electricity market price. In the absence of available or published price forecasts for the Philippines, the valuation at 30 June 2022 reflects the Investment Manager's expected outlook for the future operating years. The forecast assumes a base of the average price for the preceding 12 months, with inflationary impacts applied. Utilising an average market price of 6.36 PHP per KWh increased the valuation by US$7.6 million in comparison to the acquisition model, which utilised a price of 5.0 PHP per KWh. A flat 10% increase or decrease in market electricity prices from forecasted levels over the remaining asset life of each plant has been used in the sensitivity analysis. This sensitivity would increase or decrease the Company's net assets by US$4.3 million and US$4.6 million respectively while all other variables remain constant.

- Renewable energy generation - The valuation model assumes a 10% curtailment on capacity to export due to the damaged subsea cable connecting Negros and Cebu until the end of 2023, when the cable is expected to be returned to full operations. There has been no material change to the renewable energy generation outlook from that used in November 2021 acquisition model. A flat 10% increase or decrease in the renewable energy generation outlook over the remaining asset life of each plant has been used in the sensitivity analysis. This sensitivity would increase or decrease the Company's net assets by US$4.3 million or US$4.6 million respectively, while all other variables remain constant.

- Discount rate - The discount rate used is the Investment Manager's, Alternative Investment Fund Manager's and Directors' assessment of the rate of return in the market for assets with similar characteristics and risk profile, as reviewed quarterly by the Company's independent valuation expert. The discount rate has been updated to reflect changes in the market at 30 June 2022. In the period since the IPO, the discount rate has increased from 8.00% to a rate of 9.75% at 30 June 2022, due to macroeconomic inputs, principally due to an increase in the 20-year government bond yield in the Philippines. A flat decrease or increase of 0.5% in the discount rate over the remaining asset life of each plant, while all other variables remain constant, would increase or decrease the Company's net assets by US$0.8 million or US$1.1 million.

- Foreign exchange rate - Investments are expected to be held in the currency of the territory in which the asset is located. Therefore, at 30 June 2022, the Company was impacted by the US Dollar:Philippine Peso foreign exchange rate as the US Dollar strengthened to US$1:PHP55.0207 from US$1:PHP50:6502 in the acquisition model. A flat decrease or increase of 5% in the US Dollar: Philippine Peso rate over the remaining asset life of each plant, while all other variables remain constant, would increase or decrease the Company's net assets by US$1.5 million and US$1.3 million respectively.

- Inflation - Most operating costs are contracted for a defined period of up to five years and as such there is typically little variation in annual operating costs. A flat increase or decrease in the inflation rate of 0.5% to operating costs with an offsetting effect to accrete power prices, over the remaining asset life of each plant, while all other variables remain constant, would increase or decrease the Company's net assets by US$1.1 million or US$1.4 million respectively.

Significant unobservable inputs	Sensitivity	Fair value increase	Fair value (decrease)	NAV per share increase	NAV per share (decrease)
Power prices	+/- 10%	US$4.2 million	US$(4.6) million	3.7 cents	(4.0) cents
Renewable energy generation	+/- 10%	US$4.2 million	US$(4.6) million	3.7 cents	(4.0) cents
Discount rate	-/+ 0.5%	US$0.8 million	US$(1.1) million	0.7 cents	(0.9) cents
Foreign exchange rate	-/+ 5%	US$1.5 million	US$(1.3) million	1.3 cents	(1.2) cents
Inflation rate	+/- 0.5%	US$1.1 million	US$(1.4) million	1.0 cents	(1.2) cents

Pipeline opportunities

The Company's near-term target markets continue to be India, Philippines, Vietnam, Bangladesh and Indonesia. The Company's pipeline is in excess of US$750 million with more than 1,500 MW of electricity generating capacity, of which more than US$380 million are under exclusive negotiations.

We have made significant progress on opportunities in Vietnam with an initial aggregate investment value of up to US$30.0 million. In particular, we are in final-stage exclusive negotiations for a controlling interest in a locally-established investment platform, which will initially own a number of operational and construction-ready solar investments. The platform is also building a pipeline of additional opportunities.

The Investment Manager has in excess of US$350million of operational biomass assets in the Philippines which are available to TLEI on an exclusive basis. These assets deliver strong positive environmental and social impacts to the country and local communities. Biomass technology is an important provider of local energy resources as, different to solar technology, biomass plants provide base load energy supply generated from local agricultural sources. Biomass plants also directly support the local farming community, utilising agricultural trash primarily from sugar cane farms left on the field after harvesting, which is then mixed with other agricultural residues. These are ground, shredded and mixed to prepare a biomass boiler fuel which is then fed to high pressure boilers to convert water to steam to drive turbine generators to produce new renewable energy. The organic ash which is a by-product is then used to make an organic fertiliser for return to the fields. Additionally, the biomass plants provide employment opportunities in the communities in which they operate. Acquisitions of these assets would constitute related party transactions under the Financial Conduct Authority's Listing Rules and would require prior shareholder approval (ThomasLloyd and its related parties would not be eligible to vote on the relevant resolutions). They would also be subject to independent valuation reports.

As the aggregate value of the more immediate pipeline opportunities exceeds the Company's uncommitted cash as well as TLEI's single asset and country investment limits, such investments would require further equity issuances.

We also have more than US$350 million of near-term opportunities in India, Philippines and Vietnam with more medium to longer term opportunities identified in Bangladesh and Indonesia, which cover a range of technologies such as solar, biomass and wind. Similar to the near-term pipeline these opportunities include both operating assets as well as construction-ready projects to create the right balance between furthering dividend cover and driving double-digit total returns, whilst creating real positive impact.

Outlook

Electricity demand in the Philippines has continued to increase throughout 2022 across the residential, commercial, and utility sectors. We continue to expect the renewable energy segment to witness significant growth during the next five years as significant opportunities will be provided by the Philippines' National Renewable Energy Program 2020-2040, which has set a target to achieve a 35% share of renewable energy in the renewable energy generation mix by 2030 and 50% by 2040. The Philippine renewable energy market is expected to register a compound annual growth rate of more than 8.5% in the next five years and we have existing deep existing relationships in the Philippines which will allow us to continue our investment into the country.

Prior to the change in Government in the Philippines in June 2022, the first green energy auction was held. Prices were capped at a rate significantly below the wholesale electricity market price, which minimised industry participation. Following the change of government, Raphael Lotilla, who had previously served as Energy Secretary between 2012 to 2015, was appointed as the new Department of Energy Secretary. Lotilla has been an active supporter of renewable energy providers and has been vocal in his stance against subsidies and price adjustments.

In addition to solar investment in the Philippines, and more specifically the island of Negros, biomass technology is another important provider of local energy resources and remains an important tool as it both contributes to the fight for climate change and the establishment of energy security.

In India, the Government continues to target growth of the renewable energy sector in order to meet their imminent targets of clean renewable generating capability for 2030. The federal and state governments are committed to increasing the ease of land acquisition and other legal permits and are encouraging a significant amount of domestic and international investment flowing into the industry. While TLEI's country investment restrictions will halt near-term expansion of the Indian opportunities, India remains an important growth area for us.

Vietnam is TLEI's immediate focus as it has one of the fastest growing populations and GDP outlooks in Asia. There are a number of pipeline opportunities of both operational as well as in-construction and construction-ready assets, all of which would benefit from an offtake agreement with the state-owned utility, Electricity of Vietnam. We remain bullish about the outlook for the renewables sector, which is expected to grow by 8% annually for the next five years. With no foreign ownership restrictions, this is one of our most immediate and exciting target markets.

Bangladesh, Indonesia and Sri Lanka remain important focal points of our investment strategy although there will be a longer lead time as they are either less developed or there is political and economic uncertainty at this point. We will continue to monitor and assess developments and opportunities in these countries as they arise.

Tony Coveney

Head of Infrastructure Asset Management and member of the Investment Committee, ThomasLloyd Group

7 September 2022

Impact Report

"Our research has demonstrated that recently launched impact-designated funds and products globally have predominantly focused on investment in developed markets, with South Asia only receiving 4% of available global renewable energy investment. As Asia represents the fastest growing region with the largest carbon emissions, we believe that investment is urgently needed now to tackle the global climate crisis at source."

Nick Parsons, Chair of the ESG Stewardship Committee, ThomasLloyd Group

Highlights

The following performance measures for the period from 1 January 2022 to 30 June 2022, represent the impact created by:

· a 40% economic interest in NISPI, a Philippines platform with three operating solar plants, which was acquired by TLEI in December 2021;

· a 43% economic interest in SolarArise, an Indian platform with six operating and one construction-ready solar plants, which TLEI committed to acquire at the IPO and which was completed on 19 August 2022; and

· a 57% economic interest in SolarArise from 20 June 2022, the date of commitment to acquire.

Installed renewable capacity - MWp¹

266

Employment opportunities created - full-time jobs¹

335

Renewable energy generated - MWh¹

98,579

Energy security - people supplied with electricity¹

356,291

CO₂ emissions avoided - CO₂e tonnes¹

90,566

ESG assessment criteria and factors assessed prior to commitment of investment¹

100%

¹See 'Basis of Presentation and Alternative Performance Measures' section for definitions, methodologies and reconciliations. There has been no change in methodology in the current period from definitions applied or calculations made in prior periods.

TLEI impact

As an impact investor, TLEI will invests in opportunities that deliver the 'Triple Return' of positive financial, environmental and social outcomes that help facilitate the transformational changes required for a Net Zero, inclusive, safe and prosperous society. By doing this, TLEI knows that it can deliver positive change and accelerate global efforts to tackle society's biggest challenges.

Both the Directors and the Investment Manager believe financial markets have a critical role to play in driving global systemic change. That is why the Investment Manager is focussed on creating genuine impact through innovative direct investment in new projects, new companies and new markets. Right from the start, the desire has been to deliver investment solutions where they are most critically needed. That is why the Investment Manager's journey commenced with a focus on sustainable energy infrastructure in Asia.

Carbon emissions in Asia are now greater than in Europe and North America combined. Population growth, economic growth and urbanisation are collectively causing a rapid increase in the demand for energy. Investing in construction-ready and operational assets across renewable energy generation, transmission infrastructure, energy storage and sustainable fuel production in emerging Asia is therefore, vital on the journey towards a Net Zero emissions world, whilst also making social progress, helping to build resilient and safe communities and supporting job creation.

30 June 2022 impact review

The impact review of the six-month period ended 30 June 2022 covers the Company's Investment Portfolio and the committed asset acquisitions (being 100% of SolarArise) at 30 June 2022. All numbers have been pro-rated based on TLEI's economic share. Committed asset acquisitions have been included from the date at which the commitment to invest was made by the Company, being 1 January 2022 for the 43% economic interest in SolarArise that completed on 19 August 2022, and 20 June 2022 for the remaining 57% economic interest. See 'Basis of Presentation and Alternative Performance Measures' section in the Interim Report for definitions, methodologies and reconciliations.

Environmental

The Investment Portfolio, which consists of renewable energy generation assets, is helping to provide clean energy to those who need it the most, in areas which had previously been under-supplied or not supplied at all.

In addition to other ESG considerations, the Investment Manager has policies to ensure responsible land acquisition and management, as do the Investment Portfolio entities. The Investment Portfolio entities also carry out biodiversity surveys prior to initiating a project where it is deemed necessary.

Additionally, the Company will not print and distribute any paper copies of the Interim Report in order to minimise its carbon footprint.

Six-month period to 30 June 2022	Installed renewable capacity - MWp	Renewable energy generated - MWh	CO₂ emissions avoided - CO₂e tonnes
Investment Portfolio	32	16,424	11,697
Committed assets	234	82,155	78,869
Total	266	98,579	90,566

Social

By having a strategy geared towards investing in construction-ready projects, a significant number of jobs are created and then sustained when the asset is operational.

TLEI is committed to ensuring that the Investment Portfolio entities create quality employment through promoting a commitment to high standards of health and safety. The Investment Manager monitors that all investments have appropriate health and safety policies and procedures in place. As an active investor, the Investment Manager monitors their consistent application, reports any lost time injuries on a timely basis and assesses whether remedial action has been taken, as necessary.

Beyond this, the Investment Manager is also active in the communities in which it operates and invests. Such activities include donations of a financial nature, as well as the provision of supplies and time, to various programs and initiatives.

Six-month period ended 30 June 2022	Employment opportunities created - full time jobs	Energy security - people supplied with electricity
Investment Portfolio	44	73,242
Committed assets	291	283,049
Total	335	356,291

Case Study

As part of SolarArise's commitment to support local communities and society in general, the SolarArise team regularly prepare and donate food kits to villages near our solar plants.

Each food kit contains basic ingredients and supplies (including cereals, pulses, spices, and oils) required to cook healthy and nutritious meals for a family of four for 15 days, helping to protect families against malnutrition and avoid hunger-related illnesses.

More recently, the SolarArise team at our plants in the state of Karnataka prepared and delivered 1,000 food kits to Women's Self-Help Groups within a number of villages, who in turn distributed those kits to women and families that are most in need.

Governance

TLEI is committed to attaining the highest standards of corporate governance, which provides a robust framework to ensure the long-term success of the business and drive shareholder value.

TLEI always acts to ensure that trust and confidence in the Company's business and business model is maintained. The Company is a member of the UK Association of Investment Companies, and complies with the AIC's Code of Corporate Governance to ensure best practice. Although the Company is not required to report against the diversity targets under the Listing rules until its Annual Report for the year ending 31 December 2023, the Board has resolved to do so on a voluntary basis at 30 June 2022. In accordance with Listing Rule 9.8.6R (9), (10) and (11), the Board has provided the following information in relation to its diversity.

Board gender at 30 June 2022¹	No. of Board members	Percentage of the Board	No. of senior positions on the Board
Men	2	50%	1
Women	2	50%²	1³

¹ The Company has opted not to disclose against the number of Directors in executive management as this is not applicable for an investment trust.

² This meets the Listing Rules target of 40%.

³ This meets the Listing Rules target of 1.

Board ethnic background at 30 June 2022¹	No. of Board members	Percentage of the Board	No. of senior positions on the Board
White British or other white (including minority-white groups)	3	75%	1
Asian/ Asian British	1²	25%	1

¹ The Company has opted not to disclose against the number of Directors in executive management as this is not applicable for an investment trust.

² This meets the Listing Rules target of 1.

The information included in the tables above has been obtained following confirmation from the individual Directors. As shown in the above tables, the Company has already met the targets, which formally come into force for the financial year ending 31 December 2023, in relation to the gender and the ethnic background of the Board.

TLEI has zero tolerance towards corruption, fraud, bribery and unethical behaviour, as does the Investment Manager. TLEI operates a whistleblowing process which provides a route for reporting activity which is irregular or contravenes the Company's Code of Conduct. In the period, there were no whistleblowing events recorded.

As part of the investment decision-making process, ESG factors are assessed in equal measure to any financial, legal and technical matters. In addition, ESG factors are monitored on an ongoing basis, with at least quarterly communication with the investment entities.

30 June 2022	TLEI governance target
ESG assessment criteria and factors assessed prior to commitment of investment	100% completion

Ongoing reporting and future developments

The Company's ESG Committee continues to monitor and assess the recent significant developments in the EU's ongoing implementation of its framework for sustainable energy investment, notably the publication of the delegated acts under the EU's Taxonomy Regulation and the entry into force in the EU of the Sustainable Finance Disclosure Regulation.

The Investment Manager is targeting the categorisation and monitoring of the Investment Portfolio entities in line with the Taxonomy Regulation by 31 December 2022. Additionally, as part of its broader strategy for reporting on climate-related and other impact and ESG matters, the Investment Manager intends to further incorporate the TCFD disclosure requirements into the Company's ongoing disclosures.

TLEI expects to qualify as an Article 9 fund under the EU's Sustainable Finance Disclosure Regulation and is currently in the process of documenting this aspiration.

Q&A with Anil Nayar, Executive Director and Founder, SolarArise

About SolarArise and Anil Nayar

SolarArise was founded in 2014 by Anil Nayar, James Abraham and Tanya Singhal. The Company's aim, from inception, was to convert abandoned land into new sources of affordable, clean solar power.

Anil is a Co-founder and Director, with key responsibilities including project finance, finance and reporting and heads up a number of special projects. Prior to co-founding SolarArise, Anil held the position of Senior Vice-President and Head of Investor Relations, India at Genpact. Prior to that, Anil was the Senior Partner of the Audit and Advisory Services business of KPMG India. Anil has worked in a number of countries across a number cultures and has more than 30 years of experience of advising companies across the renewable sector.

Q: India has admirable and ambitious renewable energy targets, what impact has this had on the construction and operation of solar plants?

While coal currently powers close to 70% of India's current electricity needs, our Prime Minister, Narendra Modi, has recently pledged that, by 2030, India will produce more energy through solar and other renewable energy sources than the entire grid as it stands now. This is indeed ambitious but I believe that it is also much needed if electricity supply is to keep up with the ever growing demand for electricity from a growing urban population. The other point is that our Government is also very focused on providing India with security of its electricity supply.

Therefore, in order to meet these targets, there needs to be an acceleration in the construction of more and larger solar plants - which is then coupled with an increased need for solar panels, most of which are currently manufactured in China. Governments globally, including ours, have identified this as a risk to their energy transition targets as there have been delays in supply, ESG governance challenges in global supply chains and pricing challenges.

Consequently, as of last year, new regulations have been introduced in India to support the growth and stability of the Indian solar sector. The Government has introduced an import tariff of 40% on solar modules and 25% on solar cells, which has resulted in locally manufactured components now being competitively priced compared to imports. Further, the power ministry has also introduced an approved list of module manufacturers, which requires that we can only buy from solar panel manufacturers which have been formally approved by the Indian authorities after due inspection of their manufacturing facilities and processes. This therefore, limits the suppliers we can select to those who manufacture and supply in India as approval processes for overseas manufacturers have been limited due to COVID-19 lock-downs. The Government has also provided for a Production Linked Incentive Scheme of c.US$3 billion for achieving manufacturing capacity of GW scale in high efficiency solar PV modules in India.

With all these initiatives, we are seeing increased production of solar module manufacturing in India and more manufacturing facilities under construction. This allows us greater oversight of production capabilities and quality levels, as well as comfort over the supply of parts and work force conditions.

Q: Have any of the recent developments in legislation or regulation had an impact on progressing SolarArise's 200 MW construction-ready project?

SolarArise's 200 MW construction-ready project has the necessary permits and a 25-year power purchase agreement with a Government offtaker. The land required for the project has already been secured and the project planning team has developed relationships with local manufacturers, which in turn has allowed us to get comfortable with their ability to deliver the capacity and quality needed for the project. Currently all the commitments needed to meet the current requirements of the project are in place, in addition to those needed to satisfy SolarArise's future growth plans.

Although 200 MW is the largest plant SolarArise has constructed to date, it has been under planning for the last 24 months. During this time, SolarArise, through its management service provider, has grown its engineering, procurement and construction capacity in anticipation. Therefore, we are comfortable that the assembled teams are geared to develop and commission this plant within the scheduled timelines.

Q: How do you manage construction so that you are providing a safe and healthy working environment?

The safety of our employees is of paramount importance and we are very proud that we have had no significant incidents during the construction of all six of our now operating plants. The construction phase of a solar plant is very labour-intensive with groundworks, foundations, perimeter securing and a significant number of installation and pre-connection safety checks which must be carried out. Installing solar panels and systems can be risky, unless carried out in a controlled and observed manner.

At SolarArise, we have a detailed Environment, Safety and Health policy that all employees are trained in. We provide personal protective equipment to all personnel on site, including visitors. SolarArise's Environment, Safety and Health policy is detailed in templates that are incorporated into the workflow of construction, including with each of our sub-contractors. This ensures that all processes adhere to our policy. This is further supplemented with compulsory training and review at the site, with oversight provided on the ground by internally trained staff.

Health and safety considerations are not only important during the construction phase - these are daily considerations and ones that we take very seriously.

Q: How do you attract new talent or how do you build a diverse and balanced team? How do you develop and train your team?

The industry overall remains an attractive one for young professionals, so there is little difficulty in attracting talent. We differentiate ourselves by the work environment we foster. We believe our people are empowered to manage their development and careers, giving them the freedom to grow and exercise their creativity. Through this process, they gain a special ownership and pride in the successes of the organisation.

To achieve the aim of building a diverse team, we ensure that diversity is embedded into the culture of the Company and within our recruitment and promotions processes. Although it may take longer, finding the right person who will stand out, create value and promote the Company's vision is worthwhile. Through our recruitment process, we have sought out people with different backgrounds and experiences to allow us to bring in different perspectives that ultimately help us to solve challenges!

Our development and training is focused on-the-job itself. Particularly during the first year of employment, the focus is on learning the technical skills and approaches that SolarArise uses. In subsequent years, staff select and participate in specific technical trainings provided by industry partners. They are also encouraged to attend industry fairs and meetings to develop networks and learn from their peers.

We believe that we need to lead from the top and, as SolarArise is a relatively young company, it has been an exciting journey so far - and one which is still ongoing!

Financial Review

Portfolio valuation growth from the IPO	10.3%
Net assets	US$115.2 million
NAV per share	99.9 cents
NAV total return per share	2.4%
Illustrative NAV per share - to show the impact of the acquisition of the 43% economic interest in SolarArise as if it had completed on 30 June 2022	102.4 cents

Analysis of financial results

The Interim Financial Statements of the Company at 30 June 2022 and for the period from 1 November 2021 to 30 June 2022 are set out in the Interim Report.

The Interim Financial Statements have been prepared in accordance with UK adopted IFRS and UK adopted IAS 34 'Interim Financial Reporting'. The comparative period is the period from incorporation, on 6 September 2021, to 31 October 2021, being the Company's first accounting date. On 16 November 2021, the Company extended its accounting period to 31 December 2022. The Company did not commence its operating activities until the listing of its ordinary shares on the London Stock Exchange on 14 December 2021 and, therefore, there was no profit or loss up to this date.

Under the requirements of IAS 34, the Interim Financial Statements are required to present a statement of comprehensive income for both the current financial year to date and the current interim period, being the period since the last interim results published. Accordingly, the Interim Financial Statements are for the period from 1 November 2021 to 30 June 2022 and for the three-month period from 1 April 2022 to 30 June 2022. The Interim Report has not been reviewed or audited by the Company's Auditor.

Net assets analysis - IPO to 30 June 2022

Net assets at 30 June 2022 were US$115.2 million, increasing by US$2.1 million from US$113.1 million at the IPO. NAV per share increased to 99.9 cents, representing a 1.9% growth since the IPO. This growth was primarily driven by an increase in the value of NISPI, as set out in the 'Portfolio valuation' section of the Interim Report. An analysis of the Company's net assets is set out in the table below.

Net assets analysis US$'000s except as noted	30 June 2022	IPO
Fair value of investments	28,000	-
Cash	86,881	113,085
Other assets	1,149	-
Total assets	116,030	113,085
Other liabilities	(795)	-
Net assets	115,235	113,085

Number of shares	115,393,128	115,393,128
NAV per share (cents)	99.9	98.0
Increase in NAV per share since the IPO	1.8%	n/a

The following table presents a reconciliation of the movement in the Company's net assets from the IPO, when US$115.4 million of gross proceeds were received by the Company, to 30 June 2022.

Net assets bridge US$'000s	IPO to 30 June 2021
IPO cash proceeds	115,393
IPO expenses	(2,308)
Net assets at the IPO	113,085
Change in fair value of Investment Portfolio	2,618
Dividends paid to shareholders	(508)
Management fees	(778)
Other movements	757
Net assets at 30 June 2022	115,235

Investment Portfolio valuation

The Investment Portfolio had a fair value of US$28.0 million at 30 June 2022 and comprised the following assets:

· A 40% interest in NISPI, a Philippines solar platform with three operating plants, that was acquired on 18 December 2021 for a cash consideration of US$25.4 million and formed part of the seed assets at the IPO.

· A wholly owned subsidiary, TLEI Holdings, that was incorporated in May 2022 with 10 shares of a nominal value of US$0.01 per share.

It is intended that TLEI Holdings will be an intermediate holding company for the Company's investments. It does not currently hold any investments, but the Company's investments in NISPI and SolarArise are expected to be transferred to TLEI Holdings in due course. No changes to the fair values of the investments transferred or the Company's accounting methodology are expected as a consequence of transfer

A reconciliation of the movement in the value of the Investment Portfolio in the period to 30 June 2022 is shown in the table below:

Investment Portfolio valuation bridge US$'000s	IPO to 30 June 2021
Investment Portfolio valuation at beginning of period	-
Acquisitions	25,382
Growth in portfolio valuation	2,618
Investment Portfolio valuation at end of period	28,000
Investment Portfolio valuation growth since acquisition	10.3%

The portfolio growth in the period is a result of an increase in the value of NISPI, reflecting the strong electricity prices realised in 2022, offset by unrealised foreign exchange losses due to the strengthening of the US Dollar relative to the Philippine Peso.

A reconciliation of the factors contributing to the growth in the fair value of the portfolio during the period is shown in the 'Financial Review' section of the Interim Report.

Sensitivity analysis - impact on net assets at 30 June 2022

The Investment Portfolio is recognised at fair value through profit and loss. The Company has elected to use an income valuation approach in assessing the fair value of its investments, using discounted cash flow ("DCF") methodology that is recognised as standard within the industry. This approach relies on a number of inputs in valuing the individual assets within the Investment Portfolio, with the key assumptions that the Directors have identified as having a material impact upon the valuation being future power prices, renewable energy generation, discount rate, cost inflation and foreign exchange rates.

The following table shows the impact of changing these key input assumptions on the net assets of the Company at 30 June 2022. The sensitivities are based on the portfolio of assets held at 30 June 2022 and, as such, may not be representative of the sensitivities once the Company is fully invested. For each of the sensitivities shown, it is assumed that the potential change occurs independently over the entire life of each of the Company's assets, while all other assumptions remain constant.

Significant unobservable inputs	Sensitivity	Fair value increase	Fair value (decrease)	NAV per share increase	NAV per share (decrease)
Power prices	+/- 10%	US$4.2 million	US$(4.6) million	3.7 cents	(4.0) cents
Renewable energy generation	+/- 10%	US$4.2 million	US$(4.6) million	3.7 cents	(4.0) cents
Discount rate	-/+ 0.5%	US$0.8 million	US$(1.1) million	0.7 cents	(0.9) cents
Foreign exchange rate	-/+ 5%	US$1.5 million	US$(1.3) million	1.3 cents	(1.2) cents
Inflation rate	+/- 0.5%	US$1.1 million	US$(1.4) million	1.0 cents	(1.2) cents

Profit for the period

US$'000s except as noted	30 June 2022
Net gain on investments at fair value	2,618
Operating income and gain on fair value of investments	2,618
Management fees	(778)
Directors' fees	(149)
Administration and professional fees	(337)
Other operating gains - net	1,243
Total operating expenses - net	(21)
Profit for the period	2,597
Earnings per share:
Profit per ordinary share - cents	2.76

The Company did not receive any distributions from its investments during the period, although it is expected that dividend cover will be provided by cash flows from investments in the near term.

Details on how the management fees are charged are set out in note 19d) to the Interim Financial Statements.

Other operating gains - net for the period included realised foreign exchange gains on the IPO proceeds not yet deployed of US$1.4 million, offset by operating expenses, including Directors', administration and professional fees.

Annualised ongoing charges

The annualised ongoing charges ratio is an indicator of the costs incurred in the day-to-day management of the Company. It is calculated by dividing the annualised ongoing charges of the Company by its average published net asset value in the year to date. The calculation is based on the Association of Investment Companies' recommended methodology. Based on that methodology, ongoing charges exclude acquisition costs, share issuance costs and other non-recurring items.

Based on the period from 1 November 2021 to 30 June 2022, the annualised ongoing charges ratio was 2.2%, which is reflective of the current size and stage of development of the Company.

The calculation of the ongoing charges ratio does not take into account the acquisition of the 43% economic interest in SolarArise that completed on 19 August 2022. Had the acquisition completed on 30 June 2022, this would have increased TLEI's net assets by USS$29.5 million, which would have reduced the ongoing charges ratio to 1.8%. See 'Basis of Presentation and Alternative Performance Measures' section of the Interim Report for definitions, methodologies and reconciliations.

Cash flow

The Company had a total cash balance of US$86.9 million at 30 June 2022. The breakdown of the movements in cash during the period is shown below.

Analysis of cash flows US$'000s	30 June 2022
Net cash flow used in operating activities	(1,745)
Proceeds from issuance of ordinary shares on the IPO	115,393
Share issue costs	(2,247)
Acquisition of investments	(25,382)
Dividends paid to shareholders	(508)
Cash movement in period	85,511
Cash and cash equivalents at beginning of period	-
Net foreign exchange gains on cash and cash equivalents	1,370
Cash and cash equivalents at end of period	86,881

Dividends

On 12 May 2022, the Board declared a first interim dividend of 0.44 cents per share (or US$0.5 million) in respect of the period ended 31 March 2022. This dividend was paid to shareholders on 24 June 2022 out of the special distributable reserve.

The Board has declared a second interim dividend of 0.44 cents per share (or US$0.6 million) in respect of the three-month period ended 30 June 2022. This dividend will be paid on 30 September 2022 to shareholders on the register at 16 September 2022 out of the special distributable reserve.

Gearing

Gearing is not used at the Company level. Gearing may be used on a non-recourse basis at the asset level, either by SPVs or intermediate holding companies. At 30 June 2022, NISPI was ungeared. At 30 June 2022, SolarArise had borrowings of US$114.0 million, excluding the convertible debt instruments which will be wholly owned by TLEI on completion of the acquisition of the remaining 57% economic interest. Had SolarArise been wholly owned by the Company at that date, SolarArise's gearing would have represented 43.3% of the Group's GAV (which includes the proportionate share of the borrowings at the level of the Company's investments, including 100% of SolarArise).

Related party transactions

Details of transactions with related parties are set out in note 19 to the Interim Financial Statements.

Events after the balance sheet date

The acquisition of the 43% economic interest in SolarArise, which was committed at the IPO, completed on 19 August 2022. On completion, the Company issued 26,014,349 ordinary shares at US$1.16035 per share, being the average share price for the 10-days prior to allotment. This reflected the fair value of the 43% economic interest at 30 June 2022, as valued by the Company's independent valuation expert, of US$32.9 million, net of US$2.7 million of withholding tax payable to the Indian tax authorities by the Company on behalf of the sellers.

For illustrative purposes, if the ordinary shares issued in relation to the acquisition had been in issue at 30 June 2022, the Company would have had net assets of US$144.8 million, as reconciled below, with 141.4 million shares in issue, resulting in a NAV per share of 102.4 cents.

Illustrative NAV had acquisition of 43% economic interest in SolarArise completed on 30 June 2022 US$'000s		30 June 2022
Net assets		115,235
Fair value of 43% economic interest in SolarArise		32,854
Withholding tax of the sellers, payable by TLEI		(2,668)
Share issue costs		(604)
Illustrative NAV had acquisition of 43% economic interest in SolarArise completed on 30 June 2022		144,817

Ordinary shares in issue		115,393,128
Ordinary shares issued as consideration for 43% economic interest in SolarArise		26,014,349
Total ordinary shares		141,407,477

All other significant events occurring since 30 June 2022 are set out in note 22 to the Interim Financial Statements.

Principal risks and uncertainties

The principal and emerging risks and uncertainties that could have a material impact on the Company's performance have not changed from those set out on pages 31 to 32 of the Company's Interim Report March 2022.

Directors' Statement of Responsibility for the Interim Report

The Directors confirm that to the best of their knowledge:

· the condensed set of unaudited financial statements contained in the Interim Report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board and in accordance with the accounting policies set out in the audited Annual Report for the period from incorporation to 31 October 2021 or in the Interim Financial Statements at 30 June 2022 and for the period from 1 November 2021 to 30 June 2022 and for the three-month period ended 30 June 2022; and

· the interim management report, comprising the Chair's Statement, the Investment Manager's Report, the Financial Review and the Principal Risks and Uncertainties, together with the Interim Financial Statements, includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, namely:

- an indication of important events during the interim period and a description of principal risks and uncertainties for the remaining period of the financial year; and

- disclosure of material related party transactions (details of such transactions are set out in note 19 to the Interim Financial Statements).

For and behalf of the Board of Directors

Sue Inglis

Chair

7 September 2022

Interim Financial Statements

Unaudited interim condensed statement of comprehensive income

for the period from 1 November 2021 to 30 June 2022

US$'000s	Note	Revenue (unaudited)	Capital (unaudited)	Total (unaudited)
Operating income and gains on fair value of investments
Net gain on investments held at fair value through profit or loss	4	-	2,618	2,618
Operating income and gains on fair value of investments		-	2,618	2,618
Operating expenses
Management fees	5	(389)	(389)	(778)
Directors' fees	6	(149)	-	(149)
Administration and professional fees	7	(337)	-	(337)
Other operating gains - net	8	1,243	-	1,243
Total operating gains/(expenses) - net		368	(389)	(21)
Profit before taxation		368	2,229	2,597
Tax	10	-	-	-
Total comprehensive income attributable to shareholders		368	2,229	2,597

Earnings per ordinary share:
Profit per ordinary share (cents) - basic and diluted	11				2.8

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

The total column of the above statement of comprehensive income is the profit or loss of the Company.

All revenue and capital items, including total results, are derived from continuing operations.

No comparative information is presented as the Company was incorporated on 6 September 2021 and did not commence its operating activities until the listing of its ordinary shares on the London Stock Exchange on 14 December 2021. As there was no activity in the preceding period, no separate revenue or capital profit or loss has been presented for this period.

There is no other comprehensive income in either the current period or the preceding period, other than the profit for the period, and therefore no separate statement of other comprehensive income has been presented.

Unaudited interim condensed statement of comprehensive income

for the three-month period ended 30 June 2022

US$'000s	Note	Revenue (unaudited)	Capital (unaudited)	Total (unaudited)
Operating income and gains on fair value of investments
Net gain on investments held at fair value through profit or loss	4	-	862	862
Operating income and gains on fair value of investments		-	862	862
Operating expenses
Management fees	5	(170)	(170)	(340)
Directors' fees	6	(68)	-	(68)
Administration and professional fees	7	(145)	-	(145)
Fair value gain on derivative financial liability	9	-	9,344	9,344
Other operating losses - net	8	(157)	-	(157)
Total operating (expenses)/gains - net		(540)	9,174	8,634
(Loss)/profit before taxation		(540)	10,036	9,496
Tax	10	-	-	-
Total comprehensive (loss)/income attributable to shareholders		(540)	10,036	9,496

Earnings per ordinary share:
Profit per ordinary share (cents) - basic and diluted	11			8.2

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

The total column of the above statement of comprehensive income is the profit or loss of the Company.

All revenue and capital items, including total results, are derived from continuing operations.

Unaudited interim condensed statement of financial position
at 30 June 2022, with comparatives at 31 October 2021

US$'000s	Notes	30 June 2022 (unaudited)	31 October 2021 (audited)
Assets
Non-current assets
Investments at fair value through profit or loss	12a)	28,000	-
Total non-current assets		28,000	-
Current assets
Other receivables and prepayments	12b)	790	-
Sales tax receivable		359	-
Amounts receivable from related parties	14	-	66
Cash and cash equivalents	12c)	86,881	-
Total current assets		80,030	66
Total assets		116,030	66
Liabilities
Current liabilities
Trade and other payables	13a)	(421)	-
Amounts payable to related parties	13b)	(374)	-
Total liabilities		(795)	-
Net assets		115,235	66

Equity
Share capital	14	1,154	-
Preference shares	14	-	66
Special distributable reserve	15	111,484	-
Retained earnings	15	2,597	-
Equity attributable to owners of the Company		115,235	66

NAV per share (cents)	11	99.9	n/a

The above statement of financial position should be read in conjunction with the accompanying notes.

These interim financial statements were approved by the Board of Directors and authorised for issue on 7 September 2022. They were signed on its behalf by:

Sue Inglis

Chair of the Board

Clifford Tompsett

Director

Unaudited interim condensed statement of changes in equity
for the period from 1 November 2021 to 30 June 2022, with comparatives for the period from incorporation to 31 October 2021

US$'000s	Share capital	Preference shares	Share premium	Special distributable reserve	Retained earnings	Total
At incorporation (6 September 2021)	-	-	-	-	-	-
Issue of share capital	-	66	-	-	-	66
At 31 October 2021	-	66	-	-	-	66
Issue of share capital	1,154	-	114,239	-	-	115,393
Equity issue costs	-	-	(2,247)			(2,247)
Transfer to special distributable reserve	-	-	(111,992)	111,992	-	-
Cancellation of share capital	-	(66)	-	-	-	(66)
Dividends paid	-	-	-	(508)	-	(508)
Total comprehensive income for the period	-	-	-	-	2,597	2,597
At 30 June 2022	1,154	-	-	111,484	2,597	115,235

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Unaudited interim condensed statement of cash flows
for the period from 1 November 2021 to 30 June 2022, with comparatives for the period from incorporation to 31 October 2021

US$'000s	Notes	30 June 2022 (unaudited)	31 October 2021 (audited)
Cash flows from operating activities
Profit for the period		2,597	-
Adjusted for:
Net gain on investments at fair value through profit or loss	4	(2,618)	-
Foreign exchange gains on operating balances	8	(1,367)
Operating cash flows before movements in working capital		(1,388)	-
Movements in working capital:
Increase in trade and other receivables		(1,145)	-
Increase in trade and other payables		788	-
Net cash flows used in operating activities		(1,745)	-

Investing activities
Acquisition of investments	12a)	(25,382)	-
Net cash flows used in investing activities		(25,382)	-

Financing activities
Proceeds from issuance of ordinary share capital at a premium	14	115,393	-
Share issue costs	15	(2,247)	-
Dividends paid to ordinary shareholders	16	(508)	-
Net cash flows used in financing activities		112,638	-

Cash and cash equivalents at beginning of the period		-	-
Increase in cash and cash equivalents		85,511	-
Foreign exchange gains on cash and cash equivalents		1,370	-
Cash and cash equivalents at the end of the period	12c)	86,881	-

US$'000s	Notes	30 June 2022	31 October 2021
Non-cash movements
Proceeds from issuance of preference shares	14	-	66
Cancellation of preference shares	14	(66)	-

The above statement of cash flows should be read in conjunction with the accompanying notes.

Notes to the unaudited interim condensed financial statements
for the period from 1 November 2021 to 30 June 2022

1. General information

a) Overview

ThomasLloyd Energy Impact Trust PLC ("TLEI" or the "Company") is a public company limited by ordinary shares and incorporated in England and Wales on 6 September 2021 with registered number 13605841. The Company's principal activity is to invest in a diversified Investment Portfolio of sustainable energy infrastructure assets in fast-growing and emerging economies in Asia. The Company's operating activities commenced when the Company's ordinary shares were admitted to trading on the premium segment of the London Stock Exchange on 14 December 2021 (the "IPO").

The Directors intend, at all times, to conduct the affairs of the Company to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010. The registered office and principal place of business of the Company is The Scalpel, 18^th Floor, 52 Lime Street, London, EC3M 7AF, United Kingdom.

The Company has a Triple Return investment objective which consists of: (i) providing shareholders with attractive dividend growth and prospects for long-term capital appreciation (the financial return); (ii) protecting natural resources and the environment (the environmental return); and (iii) delivering economic and social progress, helping build resilient communities and supporting purposeful activity (the social return). The Company seeks to achieve its investment objective by investing in a diversified Investment Portfolio of sustainable energy infrastructure assets in fast-growing and emerging economies in Asia.

The unaudited interim condensed financial statements of the Company (the "Interim Financial Statements") are for the period from 1 November 2021 to 30 June 2022 and for the three-month period ended 30 June 2022. The comparative period is the period from 6 September 2021 to 31 October 2021, being the period from incorporation to the Company's first accounting date. On 16 November 2021, the Company extended its accounting period to 31 December 2022.

These Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the period ended 31 October 2021 were approved by the Board of Directors of the Company (the "Directors") on 8 November 2021 and delivered to the Registrar of Companies. The report of the Company's auditor, Deloitte LLP (the "Auditor"), on those accounts was unqualified and did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

The Interim Financial Statements have not been audited or reviewed by the Company's Auditor. The last set of financial statements that were reviewed by the Company's Auditor in accordance with International Standards of Review Engagements (ISRE) 2410 were for the period from 1 November 2021 to 31 March 2022.

b) Authorisation of the Interim financial statements for issuance

These Interim Financial Statements were authorised for issue by the Board of Directors on 7 September 2022.

c) Significant events in the financial period

During the period from 1 November 2021 to 30 June 2022 the following significant events occurred, as disclosed in the relevant notes to these Interim Financial Statements:

· IPO: The Company issued US$115.4 million of ordinary shares, which were admitted to the Official List of the FCA and to trading on the premium segment of the London Stock Exchange's main market for listed securities on 14 December 2021.

· NISPI acquisition: On 18 December 2021, the Company completed its acquisition of Negros Island Solar Power Inc. ("NISPI"), acquiring a 40% economic interest through the acquisition of redeemable preference shares for a cash consideration of US$25.4 million, funded by IPO proceeds. There is an additional contingent cash consideration of up to US$22.0 million payable if NISPI is awarded a Green Auction power purchase agreement prior to 1 June 2023 (see note 20c)).

· SolarArise acquisition (43% economic interest): On 19 November 2021, the Company entered into a binding agreement to acquire a 34% voting interest and 43% economic interest in Solar Arise India Private Pte Ltd ("SolarArise"), a platform owning six operational solar plants and one solar plant which is construction-ready. The sale and purchase agreement ("SPA") set out that the purchase price of US$34.6 million would be settled through the issuance of 34,606,872 ordinary shares. As the purchase price was to be settled through the issuance of a fixed number of shares, at 31 March 2022 a derivative financial liability of US$9.3 million existed in relation to the acquisition, based on the closing share price at this date of US$1.27.

On 18 May 2022, the Company entered into an addendum to the agreement which revised the consideration payable to reflect the issuance of a variable number of ordinary shares, to be determined by reference to TLEI's share price, utilising the average share price for the 10 business-days preceding the date of issuance of the ordinary shares, and equating to the fair value of the 43% economic interest in SolarArise on 31 March 2022 of US$34.1 million. Consequently, the derivative financial liability of US$9.3 million was extinguished at this date, as explained further in note 9.

Following the period end, a further addendum to the SPA was entered into on 15 August 2022 that updated the purchase price to be equal to the fair value at 30 June 2022, being US$32.9 million, and to provide for the number of ordinary shares to be issued as consideration to be net of withholding tax of US$2.7 million, which was required to be withheld and remitted in cash to the tax authorities by the Company on behalf of the sellers. The acquisition subsequently completed on 19 August 2022 when 26.0 million ordinary shares were issued by the Company in settlement of the US$32.9 million consideration value (net of withholding tax). See note 19c) for further information.

SolarArise acquisition (57% economic interest): On 20 June 2022, the Company entered into a binding agreement that committed it to acquire the remaining 57% economic interest in SolarArise for US$38.5 million, which will be funded by IPO proceeds. The 100% fair value of SolarArise in Indian Rupees was largely unchanged at 30 June 2022 in comparison to the value agreed for the acquisition of the 43% economic interest. The consideration agreed for the 57% economic interest excluded accrued interest on convertible debt instruments which will be paid by SolarArise directly to the sellers prior to completion.. On completion of the transaction, the Company will hold 100% of the share capital and voting rights in SolarArise. The acquisition is expected to close in the fourth quarter of 2022, following receipt of regulatory approval and other completion procedures.

· TLEI Holdings Limited ("TLEI Holdings"): On 5 May 2022, the Company incorporated a wholly owned subsidiary, TLEI Holdings, a private company limited by ordinary shares and incorporated in England and Wales with registered number 13605841. TLEI Holdings' principal activity is to act as an investment holding company for TLEI's diversified Investment Portfolio of sustainable energy infrastructure assets and it is intended that, in due course, it will hold the Company's investments.

2. Basis of preparation

The principal accounting policies applied in the preparation of these Interim Financial Statements are set out below and in note 23 to these Interim Financial Statements. These policies have been consistently applied to the periods presented, unless otherwise stated.

a) Basis of preparation

The Interim Financial Statements have been prepared in accordance with UK adopted International Accounting Standards ("IFRS"), UK adopted IAS 34 'Interim Financial Reporting' and, where relevant, in accordance with the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts issued in April 2021 by the Association of Investment Companies. The annual financial statements of the Company will also be prepared in accordance with UK adopted International Accounting Standards. The Interim Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

Under the requirements of IAS 34, interim financial statements are required to present a statement of comprehensive income for both the current financial year to date and the current interim period, being the period since the last interim results were published. Accordingly, these Interim Financial Statements are for the period from 1 November 2021 to 30 June 2022 and for the three-month period from 1 April 2022 to 30 June 2022.

The preparation of the Interim Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Interim Financial Statements, are disclosed in note 3 and further detail is provided in the relevant notes to these financial statements.

Additionally, expenses are accounted for on an accruals basis. Expenses are charged to the revenue account except where they directly relate to the acquisition or disposal of an investment, in which case they are charged to the capital account. Expenses are charged to the capital account where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the management fee has been allocated 50% to the capital account and 50% to the revenue account.

The Company is not significantly influenced by seasonality or cyclical fluctuations throughout the year.

b) Change in functional and presentation currency

The Interim Financial Statements have applied consistently the accounting policies as set out in the audited financial statements at 31 October 2021 and for the period from incorporation to 31 October 2021 other than:

· On 14 December 2021, the date of the IPO, the Company changed its functional and presentational currency to US Dollars ("US$") from Great British Pound ("GBP"), with the change in functional currency being applied prospectively. Further details are contained in note 2g).

c) New standards and amendments to existing standards effective from 1 November 2021 and 1 January 2022

There are no standards, amendments to standards or interpretations that are effective for annual periods beginning on 1 November 2021 or 1 January 2022 that have a material effect on these Interim Financial Statements.

d) New standards, amendments and interpretations effective on or after 1 January 2023

Certain new standards, amendments to standards and interpretations have been published that are effective for annual periods beginning on or after 1 January 2023 that have not been early adopted in preparing these Interim Financial Statements. These standards are not expected to have a material impact on the Company in the current or future reporting periods, or on foreseeable future transactions.

e) Assessment of the Company as an investment entity

Entities that meet the definition of an investment entity within IFRS 10 'Consolidated Financial Statements' are required to measure their subsidiaries, associates and joint ventures at fair value rather than consolidate such entities, unless such entities provide investment related services to the Company. To determine that the Company continues to meet the definition of an investment entity, the Company is required to satisfy the following three criteria:

1) the Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;

2) the Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

3) the Company measures and evaluates the performance of substantially all of its investments on a fair value basis.

Critical judgement: Assessment of the Company as an investment entity

The Directors believe the Company meets the criteria as set out in IFRS 10 as follows:

· the Company provides investment management services and has several investors who pool their funds through investing in the Company to gain access to sustainable energy infrastructure assets in fast-growing and emerging economies in Asia that they might not have had access to individually;

· the stated strategy of the Company is to provide shareholders with attractive dividend growth and prospects for long-term capital appreciation; and

· the Company measures and evaluates the performance of all of its investments on a fair value basis. The fair value method is used to represent the Company's performance in its communication to the market, including investor presentations. In addition, the Company reports fair value information internally to the Directors, who use fair value as the primary measure to evaluate investment performance.

The Directors are of the opinion that the Company has all the typical characteristics of an investment entity and continues to meet the definition in the standard. This conclusion will be reassessed on an annual basis.

In respect of the second criterion, the Company's purpose is to invest funds for returns from capital appreciation and investment income. In respect of the requirement that investments should not be held indefinitely but should have an exit strategy for their realisation, the Company may hold these assets until the end of their expected useful lives, unless there is an opportunity in the market to dispose of the investments at a price that is considered appropriate.

The Company accounts for its interest in its wholly owned subsidiary, TLEI Holdings, and NISPI as investments at fair value through profit or loss.

In electing to account for TLEI Holdings at fair value through profit or loss the Directors have satisfied themselves that TLEI Holdings also meets the characteristic of an investment entity. TLEI Holdings has one investor, TLEI. However, in substance, it is intended that TLEI Holdings will invest the funds of the investors of TLEI on its behalf and will effectively be performing investment management services on behalf of many unrelated beneficiary investors. As TLEI Holdings is measured at fair value through profit or loss, as opposed to being consolidated on a line-by-line basis, any cash and any working capital balances it holds in the future will be included in the fair value of investments rather than the Company's current assets.

f) Operating segment

The Chief Operating Decision Maker (the "CODM") comprises the Directors acting collectively. The CODM is of the opinion that the Company is engaged in a single segment of business, being investment in a diversified portfolio of sustainable energy infrastructure assets in fast-growing and emerging economies in Asia to generate investment returns with the aim of achieving its 'Triple Return' investment objective. The financial information used by the CODM to allocate resources and manage the Company presents the business as a single segment comprising a homogeneous investment portfolio.

g) Foreign currency

The currency of the primary economic environment in which the Company operates (being the functional currency) is the US Dollar. The Directors consider the US$ as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions that impact upon the Company. The Company's ordinary share capital is issued in US$ and its performance is measured and reported to its investors in US$.

The US$ is also the presentation currency. The Interim Financial Statements are presented in US$ rounded to the nearest thousand (US$'000), except where otherwise indicated.

Critical judgements: Functional currency

The Directors consider that the US$ is the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions.

The Company's ordinary share capital is issued in US Dollars. The primary activity of the Company is to invest in unlisted equity securities issued by companies involved in the construction or operation of sustainable renewable energy infrastructure assets in fast-growing and emerging economies in Asia. The US$ is the currency in which the Company measures its performance and reports its results, as well as the currency in which it receives subscriptions from its investors.

This determination also considers the cost structure of the Company and the currencies in which it will pay dividends and receive dividend income. The majority of operating expenses are denominated in US$ and the Company announces dividend payments in US$ (although it may also settle in currencies other than US$). It is expected that the Company will receive dividend payments in currencies other than US$, although it will enter into a hedging programme to mitigate against future volatility in those currencies in comparison to the US$.

The functional currency assessment is reviewed periodically in light of investments made and to be made.

It should be noted that prior to IPO the Company's functional and presentation currency was GBP as the Company had issued share capital in GBP and had no income or costs. At the date of IPO, 14 December 2021, this was changed to US$ for the above reasons.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses arising from translation are included in the statement of comprehensive income.

Foreign exchange gains and losses relating to the financial assets carried at fair value through profit or loss are presented in the statement of comprehensive income. Further details on the accounting policies in relation to financial assets at fair value through profit or loss are contained in note 12a).

At 30 June 2022 and 14 December 2021 (the date of the IPO), the key exchange rates impacting the financial statements were:

	30 June 2022	IPO
	Closing	Closing
US$:GBP	1:0.7621	1:0.7547
US$:PHP	1:55.0207	1:50.298
US$:EUR	1:0.9008	1:0.7639

h) Going concern

At 30 June 2022, the Company had net assets of US$115.2 million and cash reserves of US$86.9 million. At this date, the Company also had the following binding commitments:

· Contingent consideration in relation to NISPI's additional purchase price of up to US$22.0 million, which has a fair value of US$ nil (see note 20c)).

· The acquisition of a 43% economic interest in SolarArise for US$32.9 million, the consideration for which will be settled through the issue of new ordinary shares in the Company, net of US$2.7 million withholding tax (see note 20a)). This transaction completed on 19 August 2022.

· The acquisition of an additional 57% economic interest in SolarArise for US$38.5 million, the consideration for which will be settled through the Company's existing cash resources. The transaction is expected to complete in the fourth quarter of 2022 (see note 20b)).

The major cash outflows of the Company are the payment of operating expenses (principally management fees) and costs relating to the acquisition of new assets, which, to the extent not already committed to, are discretionary. The Company continues to meet its day-to-day liquidity needs through its cash reserves. At the date of these Interim Financial Statements, having reviewed the Company's cash reserves, investment commitments and anticipated annualised operating expenses, the Board is satisfied that the Company has substantial operating expenses cover. On the basis of this review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these Interim Financial Statements. Accordingly, the Directors have adopted the going concern basis in preparing the Interim Financial Statements.

3. Critical accounting estimates and judgements

The preparation of Interim Financial Statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Company's accounting policies. The areas which involve a higher degree of judgement or complexity and where assumptions and estimates are significant to the Interim Financial Statements, are set out below, with further details available in the relevant notes to these Interim Financial Statements. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Estimates and underlying assumptions are reviewed on an ongoing basis.

a) Critical accounting estimates and assumptions

The Directors and the Investment Manager make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are as follows:

· Fair value of securities not quoted in an active market - see note 12a).

b) Critical judgements

Judgements are made based on the Directors best knowledge of the facts and circumstances at the date of the Interim Financial Statements, having regard to prior experience. The judgements determined to be critical to these Interim Financial Statements are as follows:

· Assessment of the Company as an investment entity - see note 2e).

· Functional currency - see note 2g).

· IPO costs recognised in equity as a cost associated with the initial capital raise of the Company - see note 15.

· Contingent consideration in relation to NISPI - see note 20c).

4. Net gain on investments held at fair value through profit or loss

US$'000s	For the period from 1 November 2021 to 30 June 2022 (unaudited)	For the three-month period ended 30 June 2022 (unaudited)
Investments held at fair value through profit or loss
Unrealised gains from mark to market on financial assets held at fair value through profit or loss	4,934	2,292
Unrealised foreign exchange losses on financial assets held at fair value through profit or loss	(2,316)	(1,430)
Total net gain on investments held at fair value through profit or loss	2,618	862

At 30 June 2022, the Investment Portfolio comprised:

a) An investment in 33,691 class E redeemable preferred shares in NISPI, a Philippines platform that owns three operational solar plants. The investment was acquired on 18 December 2021 for an initial cash consideration of US$25.4 million and an additional contingent cash consideration of up to US$22.0 million. At 30 June 2022, the fair value of the investment was US$28.0 million (see note 12a)) and the fair value of the contingent consideration liability was US$ nil (see note 20c)).

b) An investment in a wholly owned subsidiary, TLEI Holdings. The entity was incorporated on 5 May 2022 with 10 shares with a nominal value of US$0.01 per share. The entity did not engage in any activity in the period from incorporation to 30 June 2022.

Further details on the fair value calculation for the period, including the key inputs and sensitivities, are disclosed in note 12a). Refer to note 18 for the Company's valuation policy and methodology.

5. Management fees

Management fees are payable quarterly in arrears and are calculated based on the published quarterly NAV. For the period from IPO to 30 June 2022, the Investment Manager was entitled to a management fee of US$0.8 million. Of this total fee, US$0.4 million had been paid by 30 June 2022, with the remaining balance of US$0.4 million outstanding at the balance sheet date. See note 19d) for details on how the management fees are calculated and charged.

Management fees have been allocated 50% to the capital account and 50% to the revenue account, as detailed in note 2a).

6. Directors' fees

Total Directors' fees, including employer social security contributions, for the period from IPO to 30 June 2022 were US$149,000, of which US$68,000 related to the three-month period ended 30 June 2022. In the period from incorporation to 31 October 2021 and from 1 November 2021 until the date of IPO, Directors' fees were US$ nil.

The Company had no employees during the period.

7. Administration and professional fees

US$'000s	For the period from 1 November 2021 to 30 June 2022 (unaudited)	For the three-month period ended 30 June 2022 (unaudited)
Administration and company secretarial fees	72	57
AIFM fees	41	19
External Auditor fees	113	57
Other legal and professional fees	111	12
Total administration and professional fees	337	145

During the period, the Company's Auditor was paid £215,000 (US$282,000 equivalent) for their role as reporting accountant prior to the IPO. This fee was recognised directly in equity as a cost associated with the initial capital raising of the Company.

Other legal and professional fees include broker fees, valuation fees, depositary fees and other ongoing operating expenses of advisors for the period ended 30 June 2022.

8. Other operating gains or (losses) - net

US$'000s	For the period from 1 November 2021 to 30 June 2022 (unaudited)	For the three-month period ended 30 June 2022 (unaudited)
Net foreign exchange gains/(losses) on operating balances (primarily cash)	1,367	(57)
Marketing expenses	(91)	(77)
Other expenses	(33)	(23)
Total other operating gains/(losses) - net	1,243	(157)

9. Extinguishment of the derivative liability held at 31 March 2022

Derivatives are initially recognised at fair value on the date that a derivative contract is entered into and they are subsequently re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument.

Where derivatives do not meet the hedge accounting criteria, they are classified as 'held for trading' for accounting purposes and are accounted for at fair value through profit or loss, with any changes in fair value recognised within the statement of comprehensive income. Derivatives are presented as current assets or liabilities to the extent that they are expected to be settled within 12 months from the balance sheet date.

At 31 March 2022, the Company held a derivative liability of US$9.3 million relating to the acquisition of SolarArise. The liability arose due to the sale and purchase agreement committing the Company to issue a fixed number of ordinary shares, being 34,606,872 ordinary shares, that had been determined based on a fair value of US$1.00 per share, in consideration for the acquisition of a 43% economic interest in SolarArise. At 31 March 2022, the market price of the Company's shares was US$1.27, and therefore a liability existed in relation to the difference between the market price of the ordinary shares being issued and the fair value of the investment to be acquired.

On 18 May 2022, the Company entered into an addendum to the agreement which revised the consideration payable to reflect the issuance of a variable number of ordinary shares, to be calculated utilising the average 10-day share price for the period prior to issuance of the ordinary shares, and equating to the fair value of SolarArise on 31 March 2022 of US$34.1 million. Therefore, the derivative financial liability was extinguished on 18 May 2022. The gain on extinguishment is reflected in the statement of comprehensive income for the three-month period ended 30 June 2022. Refer to note 19c) for full details regarding the SolarArise transaction.

10. Taxation

The Company is approved as an investment trust with effect at 9 November 2021 and is subject to tax at the UK corporation tax rate of 19%.

US$'000s

For the period from

1 November 2021 to 30 June 2022

(unaudited)

For the three-month period ended

30 June 2022

(unaudited)

Tax charge in total comprehensive income

UK corporation tax at 19%

11. Earnings per share and net asset value per share

a) Earnings per share

Earnings per share is calculated by dividing the profit or loss for the period attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the period.

	For the period from 1 November 2021 to 30 June 2022 (unaudited)	For the three-month period ended 30 June 2022 (unaudited)
Total comprehensive income attributable to shareholders (US$'000)	2,597	9,496
Weighted average number of shares in issue - basic and diluted	94,024,029	115,393,128
Earnings per share (cents) - basic and diluted	2.8	8.2

b) Net asset value per share

Net asset value ("NAV") per share is calculated by dividing the Company's net assets as shown in the statement of financial position attributable to the ordinary equity holders of the Company by the number of ordinary shares outstanding at the end of the period.

	30 June 2022 (unaudited)
Net assets (US$'000)	115,235
Number of shares in issue at 30 June 2022 - basic and diluted	115,393,128
Net asset value per share (cents) - basic and diluted	99.9

12. Financial assets

The financial assets held by the Company at 30 June 2022 are shown in the table below. The Company classifies its financial assets into the following measurement categories:

· those to be measured subsequently at fair value through profit or loss; and

· those to be measured at amortised cost.

US$'000s	30 June 2022 (unaudited)	31 October 2021 (unaudited)
Financial assets held at fair value through profit or loss
Investments held at fair value through profit or loss (note 12a))	28,000	-
Financial assets at amortised cost
Other receivables and prepayments (note 12b))	790	66
Cash and cash equivalents (note 12c))	86,881	-
Total financial assets	115,671	66

The fair values of the financial assets held at 30 June 2022 equal their carrying values.

a) Investments in financial assets held at fair value through profit or loss

Classification of investments in equities, preference shares and debt securities

The Company classifies direct investments in equities, preference shares and debt securities based on both the Company's business model for managing these financial assets and their contractual cash flow characteristics. The Investment Portfolio of financial assets is managed and its performance is evaluated on a fair value basis. The Company is primarily focused on fair value information and uses that information to assess the assets' performance and to make decisions.

As the Company qualifies as an investment entity under the amendments to IFRS 10 'Consolidated Financial Statements', the Investment Manager, the AIFM and the Directors manage the Investment Portfolio of financial assets and evaluate their performance on a fair value basis, together with other related financial information.

The Company has not taken the option to irrevocably designate any equity securities at fair value through other comprehensive income.

Recognition, de-recognition and measurement

Purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investment. This is generally the settlement date. Financial assets at fair value through profit or loss are initially recognised at fair value. Transaction costs are expensed as incurred in the statement of comprehensive income, as applicable.

Subsequent to initial recognition, all financial assets held at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value are presented in the statement of comprehensive income in the period in which they arise.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

Fair value estimation of investments

Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. The fair value of financial assets related to unlisted debt or equity securities that are not traded in an active market is determined by using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date.

The fair value of securities not quoted in an active market may be valued by the Company using its own models when no market data is available. Such models are based on valuation methods and techniques generally recognised as standard within the industry, specifically taking into account the International Private Equity and Venture Capital Valuation guidelines, recommendations and best practices.

The primary valuation technique used by the Company is discounted cash flow models. However, in certain circumstances the use of comparable recent ordinary transactions between market participants, reference to other instruments that are substantially the same, option pricing models or other valuation techniques commonly used by market participants making the maximum use of market inputs may be acceptable. The models, including inputs, used to determine fair values at the balance sheet date are reviewed and validated by experienced personnel at an independent valuation expert.

The financial assets held at fair value through profit or loss by the Company at 30 June 2022 are disclosed in the table below.

US$'000s	30 June 2022 (unaudited)	31 October 2021 (unaudited)
Investments in financial assets held at fair value through profit or loss
Investment in NISPI	28,000	-
Investment in TLEI Holdings	-	-
Total financial assets held at fair value through profit or loss	28,000	-
The total fair value at 30 June 2022 includes the following movement for the period:
Acquisition of NISPI (note 19b))	25,382	-
Unrealised foreign exchange losses (note 4)	(2,316)	-
Unrealised gains from mark to market (note 4)	4,934	-

IFRS 13 requires the Company to disclose its investments under a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurement. Both investments held at 30 June 2022 have been determined to be Level 3 under the fair value hierarchy as the fair value of their securities are not quoted in an active market and the valuation technique used requires inputs that are not based on observable market data (see note 18).

Critical accounting estimates and assumptions: Fair value of securities not quoted in an active market

The fair value of securities not quoted in an active market may be determined by the Company using its own models, which are usually based on valuation methods and techniques generally recognised as standard within the industry. In assessing the valuation of the Company's investments, the following valuation approaches were considered: income, market comparable, comparable transaction and net asset value.

It was concluded that the income approach is the most relevant for valuing the Company's investment in NISPI as its value is influenced by many factors, including power prices and other contractual agreements, and the income approach allows stress testing of the key value drivers. The Company's investment in TLEI Holdings did not engage in any activity in the period from its incorporation until 30 June 2022, therefore its fair value was determined to be equal to that of its nominal share value at 30 June 2022 (see note 4).

The Company's valuation models use observable data, to the extent practicable. However, areas such as credit risk (both own and counterparty), volatilities and correlations require the Investment Manager, and ultimately the Directors, to make estimates when assessing power prices, generation, inflation, foreign exchange rates and the discount rates being applied to the financial models. Changes in assumptions about these inputs or factors could affect the reported fair value of financial instruments. The sensitivity to unobservable inputs is based on the Investment Manager's expectation of reasonable possible shifts in these inputs, taking into consideration historical volatility and estimations of future market movements.

The Company uses discounted cash flow ("DCF") methodology for assessing the fair value of its investments under the income valuation approach. At 30 June 2022, the Company's investment in NISPI was valued using this methodology. The Company's investment in TLEI Holdings did not engage in any activity in the period from its incorporation until 30 June 2022, therefore its fair value was determined to be equal to that of its nominal share value at 30 June 2022 (see note 4).

The key assumptions used in the DCF models that the Directors believe would have a material impact upon the fair value of the investments should they change are set out in the table below. The key unobservable inputs are future power prices, power generation and discount rate. A sensitivity analysis has also been presented. The sensitivities assume that the relevant input is changed over the entire useful life of each of the underlying renewable energy investments, while all other variables remain constant. All sensitivities have been calculated independently of each other. Further details of the valuation methodology are described in note 18.

Key assumptions used in the DCF models

Key assumption

Description and sensitivity performed

Power prices

For investments not under a PPA, e.g. NISPI, the Directors use long-term electricity price forecasts in their determination of the fair value. These forecasts are prepared by the Investment Manager in conjunction with the investment entity's commercial operations department, and take account of current market price, historic price trends and third-party price projections.

The sensitivities show the impact of an increase or decrease in power prices for each year of the power price curve for each plant over the plant's remaining economic life. A flat 10% increase or decrease in market electricity prices from forecasted levels over the remaining asset life of all plants has been used in the sensitivity analysis. It should be noted that a 10% increase or decrease is not typical but this is an industry accepted sensitivity.

Renewable energy generation

Each asset's valuation assumes a P90 level of electricity output over the life of the asset, based on yield assessments prepared by technical advisors, adjusted for any curtailment or operating provisions. The P90 output is the estimated annual amount of electricity generation that has a 90% probability of being exceeded - both in any single year and over the long term - and a 10% probability of being underachieved.

A flat 10% increase or decrease in the generation profile across the life of all assets has been used in the sensitivity analysis.

Discount rate

The discount rate used in the DCF model reflects the current market assessment of the time value of money and the risks specific to each investment. Key inputs to the discount rates have been verified or provided by an independent valuation expert.

The sensitivities demonstrate the impact of a change in the discount rate applied to the pre-tax, equity cash flows from all of the Company's investments. A flat 0.5% increase or decrease in the discount rate across the life of all assets has been used in the sensitivity analysis.

Foreign exchange rate

Daily foreign exchange rates used by the Company are taken from the Central Bank of Europe. The DCF models are prepared in each investment's local currency, with the fair value at the period end converted back to US$ at the spot rate on the valuation date. Accordingly, the impact of foreign exchange on the valuation is limited to movements in the spot exchange value between valuation dates.

The sensitivities demonstrate the impact of a change in the value of the US Dollar against the relevant local currency in which the investment is held. A flat 5% increase or decrease in the foreign exchange rate across the life of all assets has been used in the sensitivity analysis.

Inflation

Historic inflation rates are published by the Government of each of the countries in which the Company's investments are held. Forecast rates used in the DCF models are based on a long-term average for each country.

A flat 0.5% increase or decrease in inflation relative to the base case for each year of the asset life has been used in the sensitivity analysis.

Sensitivity analysis of the key inputs used in the DCF models

The following table presents the results of the sensitivity analysis completed on the key inputs used in the DCF models. The impact of the sensitivity on the fair value of the Investment Portfolio and on NAV per share of the Company has been presented.

The sensitivities assume that the relevant input is changed over the entire useful life of each of the underlying renewable energy investments, while all other variables remain constant. All sensitivities have been calculated independently of each other.

The Directors believe the changes in inputs calculated to be within a reasonable expected range based on their understanding of market transactions. However, this is not intended to imply the likelihood of change or that possible changes in value would be restricted to the range considered.

Significant unobservable inputs

Unobservable input and its relationship to fair value

Fair value increase

Fair value (decrease)

NAV

per share

increase

NAV

per share

(decrease)

Power prices

The assumption used in the DCF model was 6.36 PHP per KWh, based on a 12-month average wholesale electricity spot market price, plus future inflation.

An increase in the long-term power price used, in isolation, would result in an increase in fair value.

The impact of a movement of +/- 10% in the market price of electricity across the full life of each of the Company's assets is shown in the columns across.

US$4.2

million

US$(4.6) million

3.7

cents

(4.0)

cents

Renewable energy generation

The Company's assets are valued based on a forecast P90 solar energy generation profile (being a 90% probability that this generation estimate will be met or exceeded). An increase in generation would result in an increase in fair value.

Applying a +/- 10% movement to the generation profile across the full life of each of the Company's assets is shown in the columns across.

US$4.2 million

US$(4.6) million

3.7

cents

(4.0)

cents

Discount rate

The discount rate used at 30 June 2022 was 9.75%. A decrease in the discount rate used would result in an increase to the fair value.

The impact of changing the discount rate used by -/+ 0.5% across the full life of each of the Company's assets is shown in the columns across.

US$0.8 million

US$(1.1) million

0.7

cents

(0.9)

cents

Foreign exchange rate

The exchange rate on 30 June 2022 was US$1:PHP55.0207. Deflation of the PHP against the US$ would result in an increase in fair value.

The impact of a movement of -/+ 5% in the US$ to PHP rate across the full life of each of the Company's assets is shown in the columns across.

US$1.5 million

US$(1.3) million

1.3

cents

(1.2)

cents

Inflation rate

Most operating expenses are contracted for a defined period of up to five years and as such there is typically little variation in annual operating costs. Short-term inflation assumed in the model is 4.5%, with a longer-term outlook forecast of 3.0%.

The impact of a movement of +/- 0.5% in the inflation rate across the full life of each of the Company's assets is shown in the columns across.

US$1.1 million

US$(1.4) million

1.0

cents

(1.2)

cents

b) Other receivables and prepayments

Other receivables generally arise from transactions outside the usual operating activities of the Company.

Other receivables that have fixed or determinable payments that are not quoted in an active market are classified as financial assets at amortised cost. These assets are measured at amortised cost using the effective interest method, less allowance for expected credit losses. Interest could be charged at commercial rates where the terms of repayment exceed six months. Collateral is not normally obtained.

Prepayments arise from amounts paid in advance either as deposits or securities.

US$'000s	30 June 2022 (unaudited)	31 October 2021 (unaudited)
Prepayments	789	-
Other receivables	1	-
Total other receivables and prepayments	790	-

C) Cash and cash equivalents

Cash and cash equivalents includes cash at bank, deposits with banks and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

US$'000s

30 June 2022

(unaudited)

31 October 2021

(unaudited)

Cash and cash equivalents

86,881

The above cash and cash equivalents were held in the following currencies:

US$'000s	30 June 2022 (unaudited)	31 October 2021 (unaudited)
US$	86,403	-
GBP	416	-
Euro	62	-
Total cash and cash equivalents	86,881	-

13. Financial liabilities

This note provides information about the Company's financial liabilities, including:

· an overview of all financial liabilities held by the Company;

· specific information about each type of financial liability; and

· accounting policies.

The financial liabilities held by the Company at 30 June 2022 are shown in the table below. All financial liabilities held at this date were measured at amortised cost.

US$'000s	30 June 2022 (unaudited)	31 October 2021 (unaudited)
Financial liabilities at amortised cost
Trade and other payables (note 13a))	421	-
Amounts payable to related parties (note 13b))	374	-
Total financial liabilities	795	-

The fair value of the financial liabilities held at 30 June 2022 equal their carrying values.

a) Trade and other payables

Trade and other payables are recognised initially at fair value, net of transaction costs, and subsequently stated at amortised cost using the effective interest method. These liabilities have been designated as current, being payable within 12 months.
US$'000s	30 June 2022 (unaudited)	31 October 2021 (unaudited)
Trade and other payables
Accrued expenses	396	-
Other payables	25	-
Total trade and other payables	421	-

b) Amounts payable to related parties

Amounts payable to related parties are management fees accrued and payable to the Investment Manager. See note 19d) for further information.

14. Equity

Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of directly attributable issue costs. Costs not directly attributable to the issue are immediately expensed in the statement of comprehensive income. Share capital represents the nominal value of US$0.01 per ordinary share in issue.
	Number of ordinary shares	Ordinary shares US$'000s	Number of preference shares	Preference shares US$'000s
Ordinary shares and preference shares
On incorporation (6 September 2021)¹	1	-	-	-
Issue of share capital²	1	-	50,000	66
Cancellation of share capital²	(1)	-	-	-
At 31 October 2021	1	-	50,000	66
Issue of share capital³	115,393,127	1,154	-	-
Cancellation of shares⁴	-	-	(50,000)	(66)
At 30 June 2022	115,393,128	1,154	-	-

¹The Company was incorporated on 6 September 2021 with share capital of £0.01, being one ordinary share of £0.01.

² On 18 October 2021, the Company issued US$0.01 of ordinary share capital, being one ordinary share of US$0.01 and preference share capital of £50,000, being 50,000 preference shares of £1.00. On this date the Company cancelled the one ordinary share of £0.01.

³ On 14 December 2021, the Board approved the placing and offer for subscription of 115,393,127 ordinary shares of US$0.01 each in the capital of the Company at a price of US$1.00 per ordinary share, raising gross proceeds of US$115.4 million.

⁴ On 22 March 2022, the Company effected a capital reduction process which included the cancellation of the £50,000 preference shares and the related reduction of an amount receivable from related parties of US$66,000 and the reduction of the share premium reserve and related transfer to the special distributable reserve of US$111,992,000 (see note 15).

15. Reserves

The Company's capital is represented by the ordinary shares, share premium, the special distributable reserve, retained earnings and other comprehensive income.

Share premium account - Share premium includes the premium above nominal value received by the Company on issuing shares, net of issue costs, to the extent not subsequently cancelled and transferred to another reserve.

Special distributable reserve - The special distributable reserve arose following court approval in March 2022 to transfer amounts from the share premium account. This reserve is distributable and may be used, where the Board considers it appropriate, by the Company for the purposes of paying dividends to shareholders and, in particular, augmenting or smoothing payments of dividends to shareholders. There is no guarantee that the Board will make use of this reserve for the purpose of the payment of dividends to shareholders. The special distributable reserve can also be used to fund the cost of share buy-backs.

Retained earnings - Retained earnings are split between revenue and capital reserves as follows:

· Revenue reserve - this reserve reflects all income and costs which are recognised in the revenue column of the statement of comprehensive income. This reserve is distributable by way of dividend.

· Capital reserve - this reserve includes gains and losses on disposal of investments and changes in fair values of investments, foreign exchange differences determined to be of a capital nature, and the capital element of the management fee. Any associated tax relief is also credited to this account

US$'000s	Share premium	Special distributable reserve	Revenue reserve	Capital reserve	Total
At incorporation (6 September 2021)	-	-	-	-	-
At 31 October 2021	-	-	-	-	-
Issue of share capital	114,239	-	-	-	114,239
Equity issue costs	(2,247)	-	-	-	(2,247)
Transfer to special distributable reserve	(111,992)	111,992	-	-	-
Dividends paid¹ (note 16)	-	(508)	-	-	(508)
Total comprehensive income for the period	-	-	368	2,229	2,597
At 30 June 2022	-	111,484	368	2,229	114,081

^{1 On 12 May 2022 the Company declared a dividend of 0.44 cents per share. The dividend was paid in June 2022. See note 16 for details.}

Critical accounting judgement: IPO expenses recognised directly in equity as a cost associated with the initial capital raising of the Company

IPO-related expenses were incurred by the Company in relation to the issuance of shares, the listing of shares and the marketing of shares. Expenses incurred which were directly attributable to the equity transaction and that would have otherwise been avoided if the shares had not been issued include broker fees and commissions, sponsor fees and amounts paid to lawyers, accountants and other professional advisors in relation to IPO-related diligence, including the diligence on the SolarArise assets that were to be acquired through the issuance of ordinary shares. Such expenses have been recognised directly in share premium. Other costs arising, such as marketing expenses, have been expensed.

16. Dividends

Dividends declared and attributable to the shareholders are shown in the statement of changes in equity. Dividends proposed are recognised when they are appropriately authorised and no longer at the discretion of the Company.

At 30 June 2022

Cents per ordinary share

Special distributable reserve

(US$'000)

Q1 2022 dividend - paid on 24 June 2022

0.44

508

Total

0.44

508

The Company paid its first interim dividend of 0.44 cents per share in respect of the period from IPO until 31 March 2022, which totalled US$0.5 million, in June 2022.

As disclosed in note 22, the Company declared a second interim dividend on 7 September 2022 of 0.44 cents per share in respect of the three-month period from 1 April 2022 to 30 June 2022. The dividend totaling US$0.6 million is expected to be paid on 30 September 2022.

17. Financial risk management

The Company is exposed to certain risks through the ordinary course of business and the Company's financial risk management objective is to minimise the effect of these risks on the Company's operations. The management of risks is the responsibility of the Directors. Exposure to each financial risk considered potentially material to the Company, how it arises and the policy for managing it is summarised below:

a) Credit risk

The Company is exposed to third-party credit risk in several instances, and the possibility that a counterparty with which the Company or its underlying investments contract may fail to perform their obligations under a commitment that it has entered into with the Company or its underlying investments, in the manner anticipated by the Company.

Credit risk arises where capital commitments are being made and is managed by diversifying exposures among a portfolio of counterparties and through applying credit limits to those counterparties with a lower credit standing.

Counterparty credit risk exposure limits are determined based on the credit rating of the counterparty. Counterparties are assessed and monitored on the basis of their ratings from Standard & Poor's and/or Moody's. No financial transactions are permitted with counterparties with a credit rating of less than BBB- from Standard & Poor's or Baa3 from Moody's, unless specifically approved by the Board.

Credit risk also arises from cash and other assets that are required to be held in custody by banks and financial institutions. Cash and other assets may not be treated as segregated assets and will therefore not be segregated from the bank's own assets in the event of the insolvency of a custodian. Cash held with the bank will not be treated as client money subject to the rules of the FCA and may be used by the bank in the ordinary course of its own business. The Company will therefore be subject to the creditworthiness of the bank. In the event of the insolvency of the bank, the Company will rank as a general creditor in relation thereto and may not be able to recover such cash in full, or at all. In order to mitigate this risk, cash and bank deposits are only held with major international financial institutions who each hold a Moody's credit rating of A2 or higher.

The Company has assessed the expected credit loss model in IFRS 9 and does not consider any material impact on these Interim Financial Statements. No balances are past due or impaired.

b) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they fall due. The objective of liquidity management is, therefore, to ensure that all commitments which are required to be funded can be met out of readily available and secure sources of funding.

At 30 June 2022, the Company's only financial liabilities were trade payables, accrued expenses and other payables, including Directors' fees. The Company also held a contingent liability in relation to contingent consideration payable under the NISPI sale and purchase agreement. The fair value of this liability was determined to be US$ nil at 30 June 2022 (see note 20c)) for further information). The Company intends to hold sufficient cash to meet its working capital needs over a horizon of at least the next six months. The Company held cash and cash equivalents of US$86.9 million at 30 June 2022, with total financial liabilities, including amounts payable to related parties, of US$0.8 million.

Cash flow forecasts are prepared on a quarterly basis for a rolling six-month period to assist in the ongoing analysis of short-term cash flow. The Directors monitor forecast and actual cashflows from operating, financing and investing activities to consider payment of dividends, payment of trade and other payables or the funding of additional investing activities.

The Company also ensures that it maintains adequate reserves by monitoring the forecast and actual cashflows. The following table shows the maturity analysis of financial assets and liabilities held at 30 June 2022.

30 June 2022 In US$'000s	Under 1 year	1-2 years	2-5 years	Over 5 years	Total
Financial assets held at fair value through profit and loss	-	-	-	28,000	28,000
Financial assets held at amortised cost	790	-	-	-	790
Cash and cash equivalents	86,881	-	-	-	86,881
Total financial assets	87,671	-	-	28,000	115,671
Financial liabilities held at amortised cost	(795)	-	-	-	(795)
Total net financial assets	86,876	-	-	28,000	114,876

c) Market risk

i) Currency risk

The Company operates internationally and holds both monetary and non-monetary assets denominated in currencies other than US$, the functional currency. Foreign currency risk, as defined in IFRS 7, arises as the value of future transactions and recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. IFRS 7 considers the foreign exchange exposure relating to non-monetary assets and liabilities to be a component of market price risk and not foreign currency risk. However, the Investment Manager monitors the exposure on all foreign currency-denominated assets and liabilities.

Whilst the Company will not pursue long-term currency hedging, the Investment Manager intends to substantially hedge future dividend payments to shareholders where those payments are funded by non-US Dollar denominated dividend income. This hedging programme is expected to cover a rolling two-year period. At 30 June 2022, the Company had not entered into any foreign exchange hedging transactions for the purpose of managing its exposure to foreign exchange movements (both monetary and non-monetary).

In relation to local currency debt facilities held at the investment entity level, these are and should be in the same currency as the offtake agreement, which provides a natural offsetting hedge. The Investment Manager also includes prevailing assumptions on annualised currency depreciation in its financial projections, so that its financial models contain anticipated changes in currency value.

When the Investment Manager formulates a view on the future direction of foreign exchange rates and the potential impact on the Company, the Investment Manager factors that into its investment portfolio allocation decisions. While the Company has direct exposure to foreign exchange rate changes on the price of non-US Dollar-denominated investments, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings of certain companies in which the Company invests and, therefore, the sensitivity analysis below may not necessarily indicate the total effect on the Company's net assets attributable to shareholders of future movements in foreign exchange rates.

The tables below summarise the Company's assets and liabilities, both monetary and non-monetary, denominated in the currencies the Company is exposed to:

30 June 2022 In US$'000s	US$	GBP	PHP	Other	Total
Assets
Financial assets held at fair value through profit and loss	-	-	28,000	-	28,000
Financial assets held at amortised cost	97	693	-	-	790
Cash and cash equivalents	86,403	416	-	62	86,881
Total financial assets	86,500	1,109	28,000	62	115,671
Sales tax receivable	-	359	-	-	359
Total assets	86,500	1,468	28,000	62	116,030
Liabilities
Financial liabilities held at amortised cost	(374)	(413)	-	(8)	(795)
Net assets	86,126	1,055	28,000	54	115,235
% of NAV	74.74%	0.92%	24.30%	0.04%	100%

In accordance with the Company's policy, the Investment Manager monitors the Company's monetary and non-monetary foreign exchange exposure on a daily basis, and the Directors review it on a quarterly basis.

The sensitivity analysis of the Company's exposure to fluctuations in foreign exchange rates is based on the assumption that the relevant foreign exchange rate increased or decreased by a reasonable percentage, with all other variables held constant. A 5% fluctuation represents the Investment Manager's best estimate of a reasonable possible shift in the foreign exchange rates, having regard to historical volatility of those rates.

The impact of a 5% increase or decrease in the spot foreign exchange rate on the material foreign currency net assets held at 30 June 2022 is shown in the table below:

5% appreciation of US$ against PHP

5% depreciation of US$ against PHP

30 June 2022

Net assets held in PHP

(US$'000)

Impact on net assets

(US$'000)

Impact on NAV per share

(cents)

Impact on net assets

(US$'000)

Impact on NAV per share

(cents)

Net assets held in PHP

28,000

(1,333)

(1.2)

1,474

1.3

ii) Price risk

The Company is exposed to equity securities price risk and derivative price risk. This arises from investments held by the Company for which prices in the future are uncertain. Where non-monetary financial instruments - for example, equity securities - are denominated in currencies other than the US Dollars, the price initially expressed in foreign currency and then converted into US Dollars will also fluctuate because of changes in foreign exchange rates.

The Company's investment policy is to manage price risk through diversification and selection of securities and other financial instruments within the specified limits set out in the Company's investment policy, or otherwise set by the Board. Under the Company's investment policy, no more than 50% of the Company's gross asset value ("GAV") (measured at the time of investment) may be invested in any single country.

The Company's policy also limits individual investments to no more than 25% of GAV, when the NAV is up to and including US$1 billion. This percentage reduces once NAV exceeds US$1 billion.

The Company is also exposed to price risk on its investments, primarily being future power prices. Wholesale electricity prices tend to be volatile and are impacted by a variety of factors. This risk is further considered in note 12a).

iii) Interest rate risk

Interest rate risk arises from the effects of fluctuations in the prevailing levels of market interest rates on the fair value of financial assets and liabilities and on future cash flows. The Company had no borrowings at 30 June 2022, and all cash and cash equivalents were held at bank with a maturity of less than one year. Therefore, the Company's exposure to interest rate risk is limited.

Capital risk management

The capital structure of the Company at the period end consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and accumulated earnings. The Board continues to monitor the balance of the overall capital structure so as to maintain investor and market confidence. The Company is not subject to any external capital requirements.

18. Fair value estimation

IFRS 13 requires disclosure of fair value measurement under the following hierarchy:

Level	Fair value input description
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)
Level 3	Inputs for assets or liabilities that are not based on observable market data (unobservable inputs)

The level of fair value hierarchy within which the financial asset or financial liability is determined is on the basis of the lowest level input that is significant to the overall fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels. No transfers between levels took place during the period.

The Company's wholly owned subsidiary, TLEI Holdings and its investment in NISPI are recognised at fair value through profit or loss and are classified as Level 3 in the fair value hierarchy.

In accordance with the guidelines of the Company's valuation policy, experience personnel from independent valuation experts review and validate the fair value models for each investment held at fair value at the balance sheet date, including the inputs and assumptions used to determine the fair values.

At 30 June 2022, TLEI Holdings holds no investments and therefore its fair value was determined to be equal to that of the nominal value of its shares (see note 4).

a) Valuation approach and methodology

Fair value for investments which are operational is derived using a discounted cash flow methodology. For investments that are not yet operational or where the completion of the acquisition by the Company has not occurred at the time of valuation, the purchase price of the relevant investment, including, where relevant, any subsequently incurred costs of construction, is normally used as an appropriate estimate of fair value, provided no significant changes to key underlying economic considerations (such as major construction impediments or natural disasters) have arisen.

In a DCF analysis, the fair value of the investment is the present value of the asset's expected future cash flows, based on a range of operating assumptions for revenues and costs and an appropriate discount rate.

Given the long-term nature of the assets, valuations of operating assets are assessed using historical data across the asset life. Where possible, assumptions are based on observable market and technical data. The Investment Manager may also engage technical experts, when possible, such as long-term electricity price forecasters, to provide long-term data for use in its valuations for the applicable market. The independent valuation expert assesses these forecast prices for reasonableness against their own internal forecasts and others in the marketplace.

The Investment Manager also reviews a range of sources in determining the appropriate discount rate to use in the fair market valuation of the investments, including but not limited to:

· discount rates publicly disclosed by the Company's global peers;

· discount rates applicable to comparable infrastructure asset classes; and

· capital asset price model outputs and implied risk premium over relevant risk-free rates.

b) Valuation process for the Investment Portfolio

The Investment Manager prepares a valuation model that calculates the fair value of the Company's operating renewable energy assets, which is subsequently reviewed by the Company's independent valuation expert. The independent valuation expert then produces a range of fair values based on their own financial model. The independent valuation expert has significant experience in estimating the fair value of solar and other renewable energy assets. In accordance with Company policy, the fair values of all operating assets held at 30 June 2022 were reviewed by an independent valuation expert. The resultant valuation has been calculated in accordance with IFRS and the International Private Equity and Venture Capital Valuation guidelines.

The discount rates and other significant inputs used by the independent valuation expert, along with a sensitivity analysis of these significant inputs, are detailed in note 12a).

19. Related party transactions

The Company and the Directors are not aware of any person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company. The Company does not have an ultimate controlling party.

The related party transactions entered into by the Company in the period are detailed below.

a) Non-executive Directors

Directors are each paid fees of £50,000 per annum. Total Directors' fees of US$149,000, including relevant taxes, have been incurred in respect of the period since IPO with US$23,000 outstanding and payable at 30 June 2022.

b) NISPI acquisition

On 19 November 2021, the Company entered into an agreement to purchase 33,691 class E redeemable preferred shares in NISPI from ThomasLloyd CTI Asia Holdings Pte Ltd, a related party of the Investment Manager. The sale and purchase agreement ("SPA") provided for an initial cash consideration of US$25.4 million and an additional contingent cash consideration of up to US$22.0 million. The initial consideration was supported by an independent valuation opinion, which was included in the Company's prospectus dated 19 November 2021. On 18 December 2021, the Company completed the acquisition.

The contingent consideration is dependent on NISPI being awarded, before June 2023, a power purchase agreement pursuant to a Green Auction carried out by the Department of Energy of the Philippines. Should this occur, an independent valuation expert will be engaged to update the valuation opinion in the Prospectus to reflect the terms of that power purchase agreement. If the updated valuation is higher than the initial valuation, an amount equal to 85% of the difference between to the initial valuation and updated valuation will be paid in US$ as additional consideration, subject to a maximum cap of US$22.0 million.

Under the SPA entered into on 19 November 2021, any contingent consideration would have been payable 10 business days after the Green Auction purchase price agreement having been awarded. On 10 June 2022, the parties to the SPA agreed to extend the date for payment of any contingent consideration to the earlier of (i) 31 December 2026 and (ii) 10 business days after a further capital raise by the Company, the purpose of which includes funding payment of contingent consideration (or, if the updated valuation has not been received prior to such fund raise, 10 business days after the updated valuation has been received).

c) SolarArise acquisition - 43% economic interest

On 19 November 2021, the Company entered into a sale and purchase agreement ("SPA") to acquire a 43% economic interest in SolarArise. The SPA provided for the consideration of US$34.6 million to be settled by the issue of 34,606,872 ordinary shares in the Company (equivalent to an issue price of US$1.00 per share). The initial consideration was supported by an independent valuation opinion, which was included in the Company's prospectus dated 19 November 2021.

Under the sale and purchase agreement, completion of the acquisition was subject to a longstop date of 19 May 2022. On 18 May 2022, the parties to the SPA agreed to extend the longstop date to 19 August 2022, update the consideration value to be equal to the value of the interest being acquired as at 31 March 2022, as opined on by an independent valuation expert, and change the number of ordinary shares to be issued as consideration from a fixed number to a variable number.

As a result, under the revised SPA, the consideration value was changed to US$34.1 million, which equaled the fair value of the interest being acquired at 31 March 2022 using an exchange rate of USD1:INR 75.84, as opined on by the independent valuation expert. The corresponding number of ordinary shares to be issued under the SPA would be determined by the price at which they were issued (the "issue price"), being the higher of (i) US$1.00 and (ii) the average closing market price of the Company's ordinary shares on the 10 dealing days preceding the date of allotment of the shares (adjusted for any dividends announced by the Company which had an ex-dividend date prior to completion).

At 30 June 2022, the acquisition remained subject to final completion procedures.

A further addendum to the SPA was entered into on 15 August 2022 that changed the consideration value to be based on a fair value date of 30 June 2022. The fair value of the 43% economic interest on this date, as opined by an independent valuation expert, was US$32.9 million. The predominant reason for the reduction in the fair value at 30 June 2022 was the strengthening of the US$ against the INR, which increased from a rate of US$1.00:INR 75.8404 at 31 March 2022 to a rate of US$1.00:INR 79.0536 at 30 June 2022. Additionally, the SPA was updated to provide for the number of ordinary shares to be issued as consideration to be net of withholding tax of US$2.7 million, which was required to be withheld and remitted by the Company to the tax authorities on behalf of the sellers.

Subsequently, on 19 August 2022, the purchase of Solar Arise completed. At this date, the issue price was determined at US$1.16035, which resulted in a total number of 26,014,349 ordinary shares in the Company being issued, for a value if US$30.2 million. This share issue, combined with the withholding tax payment of US$2.7 million, represented the aggregate consideration value of US$32.9 million.

d) Investment Manager

The Investment Manager's fee is disclosed in note 5. The fee is payable quarterly in arrears, and is calculated at the following rates:

	Fee based on net asset value
Up to US$700 million	1.3%
US$700 million to US$2.0 billion	1.1%
Over US$2.0 billion	1.0%

Amounts payable to the Investment Manager in respect of the Investment Manager fee at 30 June 2022 were US$0.4 million.

During the period, the Investment Manager reimbursed the Company for IPO expenses in excess of 2% of IPO proceeds. The amounts receivable had been fully reimbursed by 31 March 2022.

20. Capital commitments and contingent assets and liabilities

a) SolarArise - acquisition of 43% seed asset

On 19 November 2021, the Company entered into an agreement to acquire a 43% economic interest in SolarArise. Details of the acquisition, including the consideration value and the number of ordinary shares to be issued by the Company as consideration, are disclosed in note 19c). At 30 June 2022, the acquisition remained subject to final completion procedures.

b) SolarArise - acquisition of an additional 57% economic stake

On 21 June 2022, the Company entered into an agreement which committed the Company to acquire the remaining 57% economic interest in SolarArise for US$38.5 million. The acquisition will be funded by the Company's existing cash resources and is expected to close in the fourth quarter of 2022.

c) NISPI - contingent consideration

The Company has a contingent liability in respect of a contingent consideration payable to the sellers of NISPI, as disclosed in note 19b). The liability is capped at US$22.0 million and the fair value has been determined to be US$ nil at 30 June 2022.

Critical judgement: Contingent consideration in relation to NISPI

A contingent liability has been recognised at US$ nil on the acquisition of NISPI. As part of the sale and purchase agreement to acquire in NISPI, an additional purchase price may be payable dependent on NISPI being awarded a Green Auction power purchase agreement prior to 1 June 2023. The contingent consideration is capped at US$22.0 million and the actual economic outflow is dependent on a number of factors, including macro-economic, political and operational. NISPI has not participated in a Green Auction during 2022 due to the current elevated electricity prices and political uncertainty in the Philippines. It is expected that these factors will prevail in the short-term and, consequently, the likelihood that NISPI will participate in such an auction prior to 1 June 2023 has been assessed as being low. As such, the contingency is fair valued at US$ nil at 30 June 2022.

21. Investments

Details of the Company's underlying investments are listed below:

Name

22. Events after the balance sheet date

There have been no reportable events after the balance sheet date, other than as described below:

· Dividend declared for 30 June 2022 - The Company declared, on 7 September 2022, a second interim dividend of 0.44 cents per ordinary share in respect of the period from 1 April 2022 to 30 June 2022. The dividend is expected to be paid on 30 September 2022.

· Acquisition of 43% economic interest in Solar Arise - The acquisition of SolarArise completed on 19 August 2022. Full details of the transaction can be found in note 19c).

23. Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these Interim Financial Statements. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial statements are for the Company only.

a) Basis of preparation

i) Compliance with IFRS

The Interim Financial Statements of the Company have been prepared in accordance with UK adopted International Accounting Standards ("IFRS"), UK adopted IAS 34 "Interim Financial Reporting" and where relevant, in accordance with the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts issued in April 2021 by the Association of Investment Companies. The annual financial statements of the Company will also be prepared in accordance with UK adopted International Accounting Standards.

ii) Historical cost convention

The Interim Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

iii) New and amended standards and interpretations effective from 1 November 2021 and 1 January 2022

iv) New standards, amendments and interpretations effective on or after 1 January 2023

v) Going concern

The major cash outflows of the Company are the payment of operating expenses (principally fees) and costs relating to the acquisition of new assets, which, to the extent not already committed to, are discretionary. The Company continues to meet its day-to-day liquidity needs through its cash reserves. At the date of these Interim Financial Statements, having reviewed the Company's cash reserves, investment commitments and anticipated annualised operating expenses, the Board is satisfied that the Company has substantial operating expenses cover. On the basis of this review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of these Interim Financial Statements. Accordingly, the Directors have adopted the going concern basis in preparing the Interim Financial Statements.

vi) Assessment as an investment entity and subsidiaries

Subsidiaries and associates

Subsidiaries are entities (including structured entities) over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights.

Assessment as an investment entity

· The Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;

· the Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

· the Company measures and evaluates the performance of substantially all of its investments on a fair value basis.

The Directors are of the opinion that the Company has all the typical characteristics of an investment entity and continues to meet the definition in IFRS 10. The Company therefore accounts for its interest in its wholly owned direct subsidiary, TLEI Holdings, and its interest in NISPI as investments at fair value through profit or loss.

In electing to account for TLEI Holdings at fair value through profit or loss the Directors have satisfied themselves that TLEI Holdings also meets the characteristic of an investment entity. TLEI Holdings has one investor, TLEI, however, in substance TLEI Holdings is investing the funds of the investors of TLEI on its behalf and is effectively performing investment management services on behalf of many unrelated beneficiary investors. As TLEI Holdings is measured at fair value through profit or loss, as opposed to being consolidated on a line-by-line basis, its cash and any working capital balances are included in the fair value of investments rather than the Company's current assets.

vii) Segment reporting

The Chief Operating Decision Maker (the "CODM") comprises the Directors of the Company acting collectively. The CODM is of the opinion that the Company is engaged in a single segment of business, being investment in a diversified portfolio of sustainable energy infrastructure assets in fast-growing and emerging economies in Asia to generate investment returns with the aim of achieving its 'Triple Return' investment objective. The financial information used by the CODM to allocate resources and manage the Company presents the business as a single segment comprising a homogeneous investment portfolio.

viii) Foreign currency translation

The currency of the primary economic environment in which the Company operates (being the functional currency) is the US Dollar, which is also the presentation currency. The Interim Financial Statements are presented in US Dollars rounded to the nearest thousand (US$'000), except where otherwise indicated.

b) Significant accounting policies

i) Investment income

Investment income comprises interest income and dividend income received from the Company's subsidiaries and is recognised in the statement of comprehensive income. Interest income is recognised using the effective interest rate method. Dividend income is recognised when the Company's entitlement to receive payment is established.

ii) Expenses

Expenses are accounted for on an accruals basis. Expenses are charged to the revenue account except as follows:

Acquisition or disposal expenses - Where expenses directly relate to the acquisition or disposal of an investment they will be charged to the capital account.

Management fees - As per the Company's investment objective, it is expected that capital returns will make up a portion of the Company's long-term returns. Therefore, based on the estimated future returns, 50% of the investment management fee is charged as a capital item within the statement of comprehensive Income.

iii) Income tax

Investment trusts which have approval under section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. The Company has successfully applied and has been granted approval as an investment trust by HMRC.

The underlying intermediate holding companies and entities in which the Company holds investments provide for and pay taxation at the appropriate rates in the countries in which they operate. This is taken into account when assessing the fair value of the subsidiaries and associates.

iv) Financial Assets

(1) Classification

The Company classifies its financial assets into the following measurement categories:

· those to be measured subsequently at fair value (either through profit or loss or through other comprehensive income); and

· those to be measured at amortised cost.

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are recorded either in profit or loss or in other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company has not made such an election.

Classification of investments in equities, preference shares and debt securities

The Company classifies direct investments in equities, preference shares and debt securities based on both the Company's business model for managing these financial assets and their contractual cash flow characteristics. The Investment Portfolio of financial assets is managed and its performance is evaluated on a fair value basis. The Company is primarily focused on fair value information and uses that information to assess the assets' performance and to make decisions.

The Company has not taken the option to irrevocably designate any equity securities at fair value through other comprehensive income.

(2) Recognition, de-recognition and measurement

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

(3) Fair value estimation of investments

The primary valuation technique used by the Company is discounted cash flow models. However, in certain circumstances, the use of comparable recent ordinary transactions between market participants, reference to other instruments that are substantially the same, option pricing models or other valuation techniques commonly used by market participants making the maximum use of market inputs, may be acceptable. The models used to determine fair values are reviewed and validated by experienced personnel at an independent valuation firm.

Refer to note 12a) for details of the Company's financial assets held at amortised cost.

(4) Derivatives and hedging activities

The Company's derivative instruments are disclosed in note 9 of the Interim Financial Statements.

(5) Cash and cash equivalents

(6) Other receivables

Other receivables generally arise from transactions outside the usual operating activities of the Company.

Other receivables are included in current assets, except where maturities are greater than 12 months after the reporting date, in which case they are classified as non-current assets. Other receivables are disclosed in note 12b) to the Interim Financial Statements.

v) Prepayments

Prepayments arise from amounts paid in advance either as deposits or securities. They are classified as current assets, except where maturities are greater than 12 months after the reporting date, in which case they are classified as non-current assets. Prepayments are disclosed in note 12b).

vi) Trade and other payables

Trade and other payables are recognised initially at fair value, net of transaction costs, and subsequently stated at amortised cost using the effective interest method. These liabilities have been designated as current, being payable within 12 months.

Trade and other payables are disclosed in note 13a) to the Interim Financial Statements.

vii) Equity

Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of directly attributable issue costs. Costs not directly attributable to the issue are immediately expensed in the statement of comprehensive income.

The Company's capital is represented by the ordinary shares, share premium, the special distributable reserve, retained earnings and other comprehensive income.

Share capital account - Share capital represents the nominal value of US$0.01 per ordinary share in issue.

Retained earnings - Retained earnings are split between the revenue and capital reserves as follows:

· Revenue reserve - this reserve reflects all income and costs which are recognised in the revenue column of the statement of comprehensive income. This reserve is distributable by way of dividend.

The Company's equity and ordinary share capital are disclosed in note 14 to the Interim Financial Statements. Details of the Company's reserve accounts are disclosed in note 15.

viii) Dividends

ix) Earnings per share

Basic earnings per share is calculated by dividing:

· the profit or loss for the period attributable to ordinary equity holders of the Company;

· by the weighted average number of ordinary shares in issue during the period.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. Earnings per share is disclosed in note 11 to the Interim Financial Statements.

Additional Information

Investment Policy

The Company seeks to achieve its investment objective by investing directly, predominantly via equity and equity-like instruments, in a diversified portfolio of unlisted sustainable energy infrastructure assets in the areas of renewable energy generation, transmission infrastructure, energy storage and sustainable fuel production, with a geographic focus on the fast-growing and emerging economies in Asia.

The Investment Manager aims to adopt an environmentally and socially responsible investment approach that is geared towards sustainable business values and reduces investment risk through diversification across countries, sectors and technologies.

Investment restrictions

The Investment Manager will ensure that the Company's portfolio is diversified, so as to ensure a sufficient diversification of investment risk, while also taking into account impact-focused assessment criteria prior to making the commitment to invest and the ongoing assessment to hold the investment.

The following specific investment restrictions apply to the Company:

· the Company will only invest in sustainable energy infrastructure assets in the areas of renewable energy generation, transmission infrastructure, energy storage and sustainable fuel production situated in fast-growing and emerging countries in Asia;

· investments in assets situated in any single country, any single asset and in assets under contract with any single governmental or quasi-governmental offtaker are subject to the following restrictions, which are based on the Company's NAV:

	% of GAV
NAV		Single country	Single asset	Single offtaker
Up to and including US$1 billion		50%	25%	25%
Above US$1 billion and up to and including US$3 billion		40%	20%	20%
Above US$3 billion		30%	15%	15%

· investments in assets under contract with any single private offtaker will not exceed 20% of GAV for investment grade offtakers and 10% of GAV for non-investment grade offtakers;

· the Company will only invest in countries that the Investment Manager considers as having a stable political system and a transparent and enforceable legal system, and which recognise the rights of foreign investors;

· the Company will only invest in operational assets, or in-construction phase assets where (i) an offtake agreement has been entered into, (ii) the land on which the asset is situated is identified or contractually-secured, where appropriate and (iii) all relevant permits have been granted;

· the Company will only invest in technologies, such as solar panels, wind turbines, boilers and steam turbine generators, the commercial use of which has already been proven;

· the Company will only hold investments that are denominated in currencies which are freely-transferable;

· the Company will not invest in other externally managed investment companies or collective investment schemes; and

· the Company will not typically provide forward funding for development projects and any such forward funding will not exceed 5% of GAV in aggregate and 2.5% of GAV per development project and would only be undertaken when supported by customary security.

The investment restrictions apply to the Group as a whole on a look-through basis and, where relevant, are measured at the time a commitment to invest is made.

The Company will not be required to dispose of any investment or to rebalance the portfolio as a result of a change in the respective valuations of its assets. However, in such circumstances, the Investment Manager will take such steps as it considers appropriate to enable the Company to comply with its investment restrictions, unless the Investment Manager reasonably believes that doing so would be prejudicial to the interests of the Company and its shareholders as a whole.

Borrowing and gearing

Gearing will not be employed at the Company level. Gearing may be employed at the level of SPVs or intermediate holding companies and any such gearing will be without recourse to the Company. The level of long-term gearing to be employed in relation to any SPV or intermediate holding company will be assessed so that it is commensurate with the terms of the offtake agreement for the underlying investment entities. The aggregate borrowings across all SPVs and intermediate holding companies will not exceed 65% of the Group's GAV, with the Company targeting below 50% in the medium term, measured based on the Group's GAV at the time any SPV or intermediate holding company enters into the relevant facility.

The Company expects all borrowings to be denominated in the currency of the relevant sustainable energy infrastructure asset or US Dollars to help offset any foreign currency exposure. In addition, typically borrowings will be amortising over the term of the associated offtake agreement.

Subject to the limits set out above, the Company will maintain gearing at a level which the Directors and the Investment Manager consider to be appropriate in order to enhance returns and to provide flexibility to make investments and for cash management purposes.

For the avoidance of doubt, any investments by the Company in SPVs or intermediate holding companies which are structured as debt will not be considered gearing for these purposes and therefore, will not be subject to the restrictions set out above.

Cash balances

Pending deployment or distribution, cash may be held on deposit or invested in cash equivalents, which may include short-term investments in money market funds and tradeable debt securities. The Company will deposit funds with counterparties with a credit rating of BBB- from Standard & Poor's or Baa3 from Moody's or higher. There is no restriction on the amount of cash and cash equivalents that the Company may hold and there may be times when it is appropriate for the Company to have significant holdings of cash and cash equivalents instead of being fully or near fully invested or contractually committed. No financial transactions are permitted with counterparties with a credit rating of less than BBB- from Standard & Poor's or Baa3 from Moody's.

Amendments to and compliance with the investment policy

No material change will be made to the Company's investment policy without the prior approval of shareholders by ordinary resolution and the Financial Conduct Authority. Minor changes to the investment policy must be approved by the Directors.

Basis of Presentation and Alternative Performance Measures

Impact definitions and methodologies

Installed renewable capacity - MWp

Represents the sum of each power plant's installed peak capacity at the end of the reporting period, excluding any construction-ready or in-construction projects. The aggregate capacity presented represents TLEI's proportion, based on economic interest owned or committed to be owned in each investment at the end of the reporting period. Therefore, at 30 June 2022 it includes 40% of the installed capacity of NISPI's three solar plants and 100% of SolarArise's six operating solar plants.

Renewable energy generated - MWh

Represents the sum of each power plant's renewable energy generation during the reporting period, cumulatively or for the quarter. The aggregate renewable energy generation presented represents TLEI's proportion, based on economic interest owned or committed to be owned from the date of commitment, in each investment for the year-to-date period. Therefore, it includes 40% of the electricity generated by NISPI's three solar plants and 43% of SolarArise's six operating solar plants for the six-month period ended 30 June 2022 and 57% of SolarArise's renewable energy generation for the period from commitment on 20 June 2022 to 30 June 2022.

Emissions avoided - CO₂e tonnes

Represents the sum of emissions avoided by each power plant during the reporting period, cumulatively or for the quarter. Emissions avoided is calculated by applying a relevant local or national grid operating margin grid emission factor to the renewable energy generated by each power plant as defined above. The relevant factor in the Philippines is 0.7122 extracted from the Luzon-Visayas Grid 2015-2017 as published by the Department of Energy in the Philippines. The relevant factor in India is 0.96 extracted from India Grid FY2019-20 as published by the Central Electricity Authority of India.

Energy security - people provided with electricity

Represents the sum of people provided with renewable energy by each power plant during the reporting period, cumulatively or for the quarter. People provided with electricity is calculated by applying the average per capita electricity consumption in the applicable country, apportioned for the period presented, to the renewable energy generated. The relevant per capita consumption rate in the Philippines is 897 KWh per annum as derived from the 2020 consumption rate as published by Statista on 1 June 2021. The relevant factor in India is 1,161 KWh per annum derived from the relevant quarterly consumption rate as published by the Central Electricity Authority of India.

Employment opportunities created - full time jobs

Represents full time equivalent employees at the end of the reporting period based on hours worked of both direct employees and dedicated contractors. The full time jobs presented represents TLEI's proportion, based on economic interest owned or committed to be owned in each investment at the end of the reporting period. Therefore, at 30 June 2022 it includes 40% of the installed capacity of NISPI's three solar plants and 100% of SolarArise's six operating solar plants.

Board diversity - gender and ethnicity

Represents the ratio of Directors on the relevant board who identify as the relevant category of the numerical reporting tables as set out in the Financial Conduct Authority's Policy Statement 22/3.

ESG assessment criteria and factors assessed prior to commitment of investment

Represents the percentage of total investment opportunities where the Investment Manager has completed, amongst other things, a top-down analysis of country risks and opportunities, including impact and ESG considerations, screening against exclusion criteria and positive criteria, an assessment of impact and ESG factors through investee company questionnaires and analysis and a materiality assessment of impact and ESG matters prior to Investment Committee consideration and commitment approval.

Alternative performance measures ("APMs")

We assess our performance using a variety of measures that are not specified or specifically defined under IFRS. Such measures are termed as APMs. We believe that our APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the Company. It should be noted that our APMs may not be comparable to other similarly titled measures of other companies.

Net IPO proceeds committed

Calculated as the funds invested, or contractually committed to be invested, at the period end as a percentage of the aggregate net IPO funds including the consideration for the US$32.9 million acquisition of the 43% economic interest in SolarArise which completed on 19 August 2022.

NAV per share

Actual and illustrative NAV per share to show the impact of the acquisition of a 43% economic interest in SolarArise as if it had completed on 30 June 2022

	30 June 2022
NAV per share (US$'000s except as noted)		Actual	Illustrative
Net assets	A	115,235	115,235
Fair value of 43% economic interest in SolarArise	B	-	32,854
Withholding tax of the sellers, payable by TLEI	C	-	(2,668)
Share issue costs	D	-	(604)
NAV	E=A+B+C+D	115,235	144,817
Ordinary shares in issue	F	115,393,128	115,393,128
Ordinary shares issued as consideration for 43% economic interest in SolarArise	G	-	26,014,349
Ordinary shares after acquisition of 43% economic interest in SolarArise	H=F+G	115,393,128	141,407,477
NAV per share (cents)	I=E/H* 1,000	99.9	102.4

NAV total return per share

NAV total return per share represents the total return to shareholders, being the combined effect of the rise or fall in the NAV per share over the relevant period and any dividends paid in the relevant period, assuming they are reinvested immediately in the Company at the prevailing NAV per share in comparison to the NAV per share at the IPO.

Market capitalisation

Market capitalisation is calculated as the share price as at the reporting date closing rate, being US$1.13 per share, multiplied by the number of ordinary shares in issue, being 115,393,128.

Annualised ongoing charges

The ongoing charges ratio measures the Company's annualised day-to-day operating costs (excluding the costs of buying and selling investments, any non-recurring costs and the costs of issuing shares) as a percentage of the average published net assets in the last 12 months. Ongoing charges are calculated in accordance with the Association of Investment Companies recommendations and guidance relating to calculation methodology.

The Company has published net assets at 31 March 2022, 31 May 2022 and 30 June 2022 and, therefore, an average of those values has been taken. The Company had operating expenses from IPO and, therefore, total recurring operating expenses reflect 6.5 months of operating expenses which have been annualised below.

		30 June 2022
Annualised ongoing charges (US$'000s except as noted)			Actual	Illustrative
Operating expenses	A		21	21
Realised foreign exchange gains	B		1,370	1,370
Ongoing expenses to 30 June 2022	C=A-B		1,391	1,391
Annualised ongoing charges	D=C/6.5*12		2,568	2,568
Average net assets	E		112,730	112,730
Fair value of 43% economic interest in SolarArise	F		-	32,854
Withholding tax of the sellers, payable by TLEI	G		-	(2,668)
Share issue costs	H		-	(604)
NAV	I=E+F+G+H		112,358	142,312
Ongoing charges ratio	J=D/I, expressed as a %		2.3%	1.8%

Glossary and Definitions

AIC	The Association of Investment Companies
AIFM	Alternative Investment Fund Manager
APMs	Alternative performance measures
CO₂	Carbon dioxide
CO₂e	The number of metric tonnes of CO₂ emissions with the same global warming potential as one metric tonne of another greenhouse gas
DCF	Discounted cash flow
Directors	The Directors of the Company
ESG	Environmental, social and governance
EU	European Union
Fair value	The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date
GAV	Gross asset value, being the sum of all investments held directly or indirectly by the Company, together with any cash and cash equivalents, determined in accordance with the Company's accounting policies
GBP	Great British Pound
GDP	Gross domestic product
Greenhouse gases	Gases in Earth's atmosphere that trap heat (they let sunlight pass through the atmosphere, but they prevent the heat that the sunlight brings from leaving the atmosphere), including carbon dioxide
Group's GAV	The sum of: (i) GAV; (ii) the aggregate borrowings of the Company's intermediate holding companies; and (iii) the Company's proportionate share of borrowings at the level of its sustainable energy infrastructure assets
GW	Gigawatts
Group	The Company, its intermediate holding companies (if any) and its proportionate share of any SPVs through which it owns renewable energy infrastructure assets
IAS	International Accounting Standard
IFRS	UK-adopted International Accounting Standards
INR	Indian Rupee
Investment Portfolio	Investments held in sustainable energy infrastructure assets in fast-growing and emerging countries in Asia in the period and at the period end
IPEV	International Private Equity and Venture Capital
IPO	Initial public offering, being 14 December 2021, the date on which the Company's shares were admitted to trading on the London Stock Exchange
KPI	Key performance indicator
KWh	Kilowatt hour
Main Market	London Stock Exchange's main market for listed securities
MW	Megawatts
MWp	Megawatts of electricity generated in the form of direct current
MWh	Megawatt hour
NAV per share	the net assets of the Company divided by the number of ordinary shares in issue
Net Zero	Cutting greenhouse gas emissions to as close to zero as possible, with any remaining emissions re-absorbed from the atmosphere, for instance by oceans and forests
NISPI	Negros Island Solar Power Inc
Offtake agreement	An agreement between the project company and the party buying the energy or related products that the project will produce and deliver over time
PHP	Philippine Peso
PPA	Power purchase agreement
PV	Photovoltaic
SDGs	United Nations Sustainable Development Goals
SFDR	Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector
SolarArise	SolarArise India Projects Private Limited
SPV	Special purpose vehicle, owned in whole or in part by the Company or one of its intermediate holding companies which is used as the project company for the acquisition and holding of a sustainable energy infrastructure asset
ThomasLloyd Group	ThomasLloyd Group Limited and its subsidiaries, including the Investment Manager but not including TLEI
ThomasLloyd/Investment Manager	ThomasLloyd Global Asset Management (Americas) LLC, including, where appropriate, its associates in the ThomasLloyd group of companies (which does not include TLEI)
TLEI/Company	ThomasLloyd Energy Impact Trust PLC
TLEI Holdings	TLEI Holdings Limited
Total return	The total return to shareholders, being the combined effect of (i) the rise or fall in the NAV per share or share price over the relevant period and (ii) any dividends paid in the relevant period and assuming they are reinvested immediately in the Company at the prevailing NAV per share or share price
US$	US Dollar

Shareholder Information

Share prices and NAV information

The Company's ordinary shares are traded in both US Dollars and Great British Pounds on the London Stock Exchange's main market and its share price share price is quoted in US$ and GBP and is available on the London Stock Exchange's website.

www.londonstockexchange.com/stock/TLEI/thomaslloyd-energy-impact-trust-plc/company-page

	US$	GBP
SEDOL number	BLBJFZ2	BL5BF76
ISIN number	GB00BLBJFZ25	GB00BLBJFZ25
Ticker	TLEI	TLEP

The Company announces its NAV quarterly. These and other Company announcements are available on the London Stock Exchange's website, as well as via Reuters, Bloomberg and other news services and on the Company's website.

https://tlenergyimpact.com/investor-information/regulatory-news-rns/

Financial calendar

30 June 2022	Half-year end 2022
7 September 2022	Announcement of half-year 2022 results
November 2022	Announcement of September 2022 NAV
31 December 2022	Year end 2022
March 2023	Announcement of December 2022 NAV
April 2023	Publication of Annual Report 2022

Expected dividend timetable

	Second quarter dividend	Third quarter dividend
Announcement date	7 September 2022	10 November 2022
Ex-dividend date	15 September 2022	17 November 2022
Record date	16 September 2022	18 November 2022
Last date for currency election	20 September 2022	21 November 2022
Currency announcement date	22 September 2022	23 November 2022
Payment date	30 September 2022	02 December 2022

The Company pays dividends quarterly. Dividends are declared in and by default payable in US Dollars, but the Company offers shareholders the option to receive the dividends in either Great British Pound or Euro as an alternative.

Annual and Interim Reports and other Company information

Copies of the Company's interim and annual reports are or will be available from the Company Secretary. Copies are or will also be available on the Company's website (https://www.tlenergyimpact.com), together with the quarterly factsheet published by the Investment Manager and other information.

Share transactions

The Company's shares may be dealt in directly through a stockbroker or professional advisor acting on an investor's behalf, and through certain online trading platforms as detailed on the Company's website.

Cautionary Statement

The Interim Report and the Company's website may contain certain 'forward-looking statements' with respect to the Company's financial condition, results of its operations and business, and certain plans, strategies, objectives, goals and expectations with respect to these items and the markets in which the Company invests. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as 'aims', 'anticipates', 'believes', 'estimates', 'expects', 'intends', 'targets', 'objective', 'could', 'may', 'should', 'will' or 'would' or, in each case, their negative or other variations or comparable terminology.

Forward-looking statements are not guarantees of future performance. By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. There are a number of such factors that could cause the Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and financing strategy to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: changes in the economies and markets in which the Company operates; changes in the legal, regulatory and competition frameworks in which the Company operates; changes in the markets from which the Company raises finance; the impact of legal or other proceedings against or which affect the Company; changes in accounting practices and interpretation of accounting standards under IFRS; and changes in power prices and interest and exchange rates.

Any forward-looking statements made in the Interim Report or the Company's website, or made subsequently, which are attributable to the Company, or persons acting on its behalf (including the Investment Manager), are expressly qualified in their entirety by the factors referred to above. Each forward-looking statement speaks only as of the date it is made. Except as required by its legal or statutory obligations, the Company does not intend to update any forward-looking statements.

Nothing in the Interim Report or the Company's website should be construed as a profit forecast or an invitation to deal in the securities of the Company.

Market data

Interim results for the period ended 30 June 2022

Unaudited interim condensed statement of financial position at 30 June 2022, with comparatives at 31 October 2021

Unaudited interim condensed statement of changes in equity for the period from 1 November 2021 to 30 June 2022, with comparatives for the period from incorporation to 31 October 2021

Unaudited interim condensed statement of cash flows for the period from 1 November 2021 to 30 June 2022, with comparatives for the period from incorporation to 31 October 2021

Notes to the unaudited interim condensed financial statements for the period from 1 November 2021 to 30 June 2022

1. General information

2. Basis of preparation

3. Critical accounting estimates and judgements

4. Net gain on investments held at fair value through profit or loss

5. Management fees

6. Directors' fees

7. Administration and professional fees

8. Other operating gains or (losses) - net

9. Extinguishment of the derivative liability held at 31 March 2022

10. Taxation

11. Earnings per share and net asset value per share

12. Financial assets

a) Investments in financial assets held at fair value through profit or loss

b) Other receivables and prepayments

C) Cash and cash equivalents

13. Financial liabilities

14. Equity

15. Reserves

16. Dividends

17. Financial risk management

18. Fair value estimation

19. Related party transactions

20. Capital commitments and contingent assets and liabilities

21. Investments

22. Events after the balance sheet date

23. Significant accounting policies

Unaudited interim condensed statement of financial position
at 30 June 2022, with comparatives at 31 October 2021

Unaudited interim condensed statement of changes in equity
for the period from 1 November 2021 to 30 June 2022, with comparatives for the period from incorporation to 31 October 2021

Unaudited interim condensed statement of cash flows
for the period from 1 November 2021 to 30 June 2022, with comparatives for the period from incorporation to 31 October 2021

Notes to the unaudited interim condensed financial statements
for the period from 1 November 2021 to 30 June 2022