US Solar Fund PLC Annual Report and Financial Statements 2025
US SOLAR FUND PLC
ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
US SOLAR FUND PLC (USF OR THE COMPANY) IS A RENEWABLE
ENERGY FUND THAT AIMS TO PROVIDE INVESTORS WITH ATTRACTIVE
AND SUSTAINABLE DIVIDENDS BY INVESTING IN A DIVERSIFIED
PORTFOLIO OF SOLAR POWER ASSETS IN NORTH AMERICA.
The Company’s portfolio currently consists of 41 operational solar projects
with a total capacity of 443MW
DC
, all located in the United States.
The investment policy of the Company is summarised on page 64.
RENEWABLE ENERGY
SUSTAINABLE INVESTMENTS
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Company facts
1
1 OVERVIEW
2 2025 highlights
4 STRATEGIC REPORT
4 Chair’s Statement
8 Why Invest?
9 Market Outlook
10 Objectives
12 Portfolio Overview
18 Operating Review
39 Responsible Investment
52 Risk and Risk Management
61 Longer Term Viability
62 Section 172
64 CORPORATE GOVERNANCE
64 Summary of Investment Policy
65 Board of Directors
66 Directors’ Report
68 Corporate Governance Report
74 Audit Committee Report
77 Directors’ Remuneration Report
79 Directors’ Responsibilities Statement
80 FINANCIAL STATEMENTS
80 Independent Auditor’s Report
88 Financial Statements (Audited)
92 Notes to the Financial Statements
(Audited)
105 ALTERNATIVE PERFORMANCE
MEASURES*
106 GLOSSARY*
109 KEY CONTACTS
110 NOTICE OF AGM
*APMS
Certain words and terms used throughout this
Annual Report and Financial Statements are defined
from page 106. Where alternative performance
measures (APMs) are used, these are identified by
being marked with an *. In accordance with ESMA
Guidelines on APMs, the Board has considered
what APMs are included in the Annual Report and
financial statements which require further
clarification. An APM is defined as a financial
measure of historical or future financial performance,
financial position, or cash flows, other than a
financial measure defined or specified in the
applicable financial reporting framework.
APMs included in the Annual Report and financial
statements are identified as non-GAAP measures
and are defined within the APM Section and Glossary.
COVER IMAGES
Front cover: Granger (Heelstone Portfolio)
3.9MW
DC
(California)
Photo credit: US Solar Fund plc
Inside cover: Princeton (Granite Portfolio)
6.5MW
DC
(North Carolina)
Photo credit: US Solar Fund plc
Contents
Visit our Company website
https://www.ussolarfund.co.uk/
The Company is a
closed-end investment
trust incorporated under the
laws of England (company
number 11761009).
The Company was admittedto
the premium listing segment of the
OfficialList of the FCA and to trading
on the main market of the London
Stock Exchange on 16 April 2019.
Following the implementation of the
FCA’s new UK Listing Rules on 29
July 2024, the Company is listed in
the Closed-ended Investment Funds
category ofthe Official List.
The total number of
OrdinaryShares in issue
is332,192,361 (307,833,387
total voting rights) which are
denominated in both US
Dollars (ticker ‘USF’) and
Sterling (ticker ‘USFP’).
The Company’s current
portfolio comprises of 41
assets located in California,
North Carolina, Oregon and
Utah with a total capacity
of443MW
DC
.
Since 1 December 2023, the
Company has been managed by
Amber Infrastructure Investment
Advisor, LLC (AIIAor the
Investment Manager), part of
the Amber Infrastructure Group
(Amber), a Boyd Watterson
GlobalCompany.
$186.2 million
Net Asset Value
$104.7 million
market capitalisation
1 Figures as at 31 December 2025 unless otherwise specified.
US Solar Fund plc
Annual Report and Financial Statements 2025
1
2 NAV total return is based on dividends paid throughout the period and NAV per share movement since inception.
3 Dividends to shareholders includes dividends declared during the period. In 2024, $18.6 million was also returned to shareholders by way of a tender offer. Therefore total distributions
toshareholders for 2024 totalled $28.9m, of which dividends totalled $10.3 million.
4 Operational dividend cover. See pages 32-33 for further dividend cover analysis.
5 Includes unrealised losses on the portfolio fair value for the year ended 31 December 2025.
6 Total return to shareholders is based on dividends paid and reinvested (at ex-dividend date) throughout the period and share price movement since the issue price of $1.00.
This figure excludes distributions returned to shareholders via tender offers.
7 The percentage by which the closing share price on comparable dates exceeds/(falls short of) the NAV per share.
$186.2m
Net Asset Value (NAV)*
2024: $194.2m
$0.60
NAV per share*
2024: $0.63
(13.4%)
NAV total return
2
*
2024: (13.4%)
$7.9m
Distributions to shareholders
3
*
2024: $10.3m
0.96x
Operational Dividend cover
4
*
2024: 1.10x
$(49k)
IFRS loss for the year
5
2024: $(34.9m) loss
(53.5%)
Total Shareholder Return (TSR)
6
*
2024: (44.3%)
$0.34
Share price as at 31 December 2025
2024: $0.43
(43.8%)
Discount to NAV
7
*
2024: (31.8%)
Financial highlights
2025 HIGHLIGHTS
US Solar Fund plc
Annual Report and Financial Statements 2025
2
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
8 Environmental figures use actual generation figures for the period. US CO
2
e emissions displacement is calculated using data from the US Environmental Protection Agency’s ‘Avoided
Emissionsand geneRation Tool’ (AVERT), Equivalent US homes and cars removed figures are based on CO
2
e emissions displaced and data from the US Environmental Protection Agency
and US Energy Information Administration.
9 Remaining Power Purchase Agreement (PPA) term from 31 December 2025. Remaining term by portfolio: Milford: 19.9 years. MW weighted average remaining term: Olympos 7.8 years.
Granite:4.1 years. Euryalus: 5.6 years. Heelstone: 5.2 years.
Operational highlights Environmental highlights
8
434,100 tCO
2
e
Emissions avoided
2024: 448,600 tCO
2
e
65,600
Equivalent US homes powered
2024: 64,600
103,400
Equivalent US cars removed
from the road
2024: 106,800
41
Operating solar assets
2024: 41
676 GWh
Total electricity generation
2024: 698GWh
9.9 years
Weighted average PPA term remaining
9
2024: 10.9 years
443 MW
DC
Total capacity
2024: 443MW
DC
(11.7%)
Generation against forecast
2024: (9.0%)
BBB+
Average offtaker credit rating
2024: BBB+
Eagle Solar (Olympos Portfolio)
5.6MW
DC
(North Carolina)
US Solar Fund plc
Annual Report and Financial Statements 2025
3
CHAIR’S STATEMENT
Dear Shareholders,
2025 was defined by operational
underperformance and heightened
market uncertainty. In response, the
Board maintained a disciplined focus
on strengthening the Company’s
financial position, implementing targeted
improvements across the portfolio and
preserving long-term value.
During the period, the Board and Investment
Manager worked closely together to deliver
on these priorities within the practical
constraints of the portfolio and prevailing
market conditions. Balance sheet resilience
and capital discipline drove decision-
making throughout the year. The Company
proactively eliminated near-term refinancing
risk, simplified asset-level ownership
structures and preserved financial flexibility
through portfolio-level debt structured to
remain with the underlying assets. In parallel,
a structured remediation programme was
advanced across underperforming assets,
alongside broader operational initiatives
to strengthen contractual oversight,
improve spare parts planning and build
technicalcapability.
While remediation initiatives aimed at
improving operational reliability have not
yet translated into sustained improvements
in generation and cash flow, meaningful
progress has been made in addressing the
underlying issues. In this context, the Board
determined that preserving liquidity and
strengthening the balance sheet remain the
Company’s immediate financial priorities.
Accordingly, and after careful consideration,
the Board has decided to temporarily pause
regular dividends. A dividend of 0.255 cents
will be declared for Q4 2025, reflecting a
reduction from the previously announced
dividend target in line with current generation
and revenue performance, and set having
regard to the Company's investment trust
distribution requirements. The level of future
distributions will be determined based on
improvements in performance and cash
generation. The Board believes this reflects a
prudent approach to capital allocation.
The Board remains focused on delivering
operational reliability and reinforcing financial
resilience to ensure the Company is well
positioned to pursue strategic opportunities
as portfolio performance and market
conditions improve.
GILL NOTT
CHAIR
The Board’s focus has been
clear: to maintain financial
strength, improve operational
reliability and preserve
strategic optionality.
4
PRESERVING STRATEGIC OPTIONALITY
KEY ACTIONS UNDERTAKEN IN 2025
The key actions undertaken during the year
to strengthen the Company’s position are
set out below.
– New portfolio-level financing was
secured, eliminating refinancing
requirements that would otherwise
havearisen in 2026, 2027 and 2028.
Thisremoved a significant near-term
refinancing risk and was executed in
constructive market conditions at thetime
– The buy-out of tax equity partnerships
and obligations relating to the Olympos
and Euryalus portfolios was concluded,
simplifying asset-level ownership
structures and improving long-term
financial flexibility
– An 18-month review of property tax
assessments across two assets was
completed, concluding in a favourable
ruling that clarified the applicable tax
treatment and reduced ongoing tax
exposure. This outcome strengthens
long-term cash flow visibility and
supports portfolio value
These movements were supported by
strengthening electricity demand in the US
and constraints on the development of new
generation capacity.
These benefits were offset by revisions to
operating and generation assumptions.
Therevisions reflect detailed discussions
between the Board and Investment Manager
regarding the seven assets previously
identified as requiring capital works, as
well as a broader review of performance
across the portfolio. In light of ongoing
operational challenges, the Board reviewed
asset-level data and remediation plans and
it was collectively determined that more
conservative operating assumptions were
appropriate in certain cases to reflect current
performance realities.
A detailed explanation of NAV movements
during the period is included on page 34.
In November, the Board engaged with select advisers to assess prevailing conditions in the US
market for the sale and acquisition of operational solar assets.
This formed part of the Board’s ongoing monitoring of valuation trends, transaction activity and broader market dynamics. Based on
available transaction data, feedback from advisers and discussions with shareholders, the Board did not observe sufficient evidence
of market conditions that would support value realisation consistent with its assessment of the portfolio. Accordingly, while strategic
opportunities were actively considered during the period, the Board did not advance actions in that direction.
The Board continues to evaluate strategic options that may enhance orrealise shareholder value and will pursue such
opportunities asand when market conditions support appropriate value realisation.
– A comprehensive options analysis was
completed across seven previously
identified underperforming assets,
progressing targeted remediation where
value-accretive and adopting more
conservative operating assumptions
where further capital investment was
not justified under current conditions.
In parallel, portfolio-wide initiatives
were progressed to reduce outage
duration, strengthen contractor oversight,
consolidate operations and maintenance
activities with two preferred contractors,
and enhance spare parts planning and
technical capability, supporting greater
consistency in asset availability
FINANCIAL PERFORMANCE
Over the period to 31 December 2025,
theCompany’s audited NAV decreased
to$186.2 million (31 December 2024:
$194.2million) and NAV per share to
$0.60(31 December 2024: $0.63), which
represents a decrease of approximately
4.1% since 31 December 2024.
Positive movements in forecast energy
priceassumptions, reflected in updated
merchant curves used to forecast
revenuesfrom uncontracted generation,
hada positive effect on valuation.
5
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
CHAIR’S STATEMENT CONTINUED
PORTFOLIO PERFORMANCE
Total generation by the Company’s portfolio
was 676GWh.
Total generation was 11.7% below budget.
Of this variance, 0.4% was attributable
tobelow forecast solar irradiance and
11.3%to unscheduled outages and other
non-irradiance related factors.
A detailed breakdown of the non-irradiance
related factors contributing to the 11.3%
shortfall is included on pages 21-25.
Generation during the period was impacted
by a combination of external and operational
factors. External factors, including
grid outages, theft-related damage,
and extended lead times in receiving
replacement parts or on-site technical
support, materially contributed to generation
shortfalls. Operational factors, particularly
unplanned outages and asset-specific
technical issues, also contributed to the
generation shortfall.
Addressing underperformance caused by
unplanned outages remains the Company’s
immediate operational priority. Targeted
remediation initiatives continue across
the portfolio, supported by clearly defined
action plans to resolve identified issues and
improve asset reliability. While many of these
measures have been initiated, operational
recovery requires time to deliver improved
performance and financial outcomes.
Delivering consistent improvements in asset
performance is critical to strengthening cash
generation and restoring stability across
theportfolio.
Further details of the operational initiatives
undertaken in 2025, and the priorities for
2026, are included on page 27.
The Board will continue to reinforce financial resilience,
work closely with the Investment Manager to restore
operational reliability and maintain readiness to pursue
value realisation opportunities where conditions support
an appropriate outcome for shareholders.
DIVIDEND TARGET
In April 2025, the Board announced an
increase to the Company’s dividend target,
reflecting the information and performance
expectations at that time. Subsequent
operational challenges, together with
broader sector-wide factors that were
not anticipated when the increase was
announced (such as theft, grid-outages
and OEM supply and support constraints)
resulted in materially lower generation,
revenues and cash flow than previously
expected.
In these circumstances, the Board has
concluded that it is appropriate to pause
regular dividend payments. A dividend of
0.255 cents per share will be declared for
Q4 2025. The level of future distributions
will be determined once there is sufficient
visibility of improved portfolio performance
and sustainability of cash generation. The
Board believes this disciplined approach
best serves the long-term interests of
shareholders while the Company remains
focused on restoring asset performance and
strengthening liquidity.
6
US Solar Fund plc
Annual Report and Financial Statements 2025
Visit our Company website
https://www.ussolarfund.co.uk/
CHANGES TO ENERGY, TRADE
ANDECONOMIC POLICY
2025 was a year of significant transition
and heightened uncertainty across the US
energy market, driven by a rapidly evolving
federal policy environment and a broad reset
of energy, trade, and economic priorities.
A series of executive actions, legislative
reforms, and regulatory changes during
the year materially altered the outlook for
renewable energy development, reducing
near-term visibility for investors and
contributing to elevated sector volatility. Key
measures included the issuance of executive
orders signalling a shift in federal energy
priorities
10
, the withdrawal from international
climate commitments
11
, the enactment of
reconciliation legislation accelerating the
phase-out of clean energy tax incentives
12
,
and subsequent Treasury guidance
narrowing safe harbour pathways for tax
credit eligibility
13
.
Collectively, these policy developments
are expected to constrain renewable
energy development in the US in the
short to medium term. At the same time,
expectations for sustained electricity
demand growth remain in place. In this
environment, constraints on new supply
may support longer-term power price
fundamentals, which is relevant for
established operating assets such as
thosein the Company’s portfolio.
These dynamics may over time influence
both power prices and investor appetite
for operational assets. However, the
practical impact of these policy changes
on valuation trends, transaction activity
and broader market dynamics is still
emerging. While longer-term structural
drivers remain constructive, near-term
operating performance and prevailing
market conditions continue to influence
cash generation and observable
transactionoutcomes.
The Company will continue to monitor how
these factors develop, including their effect
on pricing, capital availability and transaction
activity within the US solar sector.
DISCONTINUATION VOTE
Because the Company’s shares traded at
an average discount to NAV in excess of
10% during 2025, the Articles require that
a special resolution be proposed at the
forthcoming AGM on 28 May 2026, at which
shareholders will be asked to consider
whether the Company should be wound
up or otherwise reconstructed. If such a
resolution were passed, the Articles provide
the Board with up to four months to put
forward a proposal to shareholders.
The Board believes that the underlying value
of the portfolio is not currently reflected in the
Company’s share price. However, prevailing
market conditions and available transaction
data do not provide sufficient evidence of
transaction conditions that would support
value realisation. An accelerated or forced
realisation would therefore risk producing an
outcome that does not appropriately reflect
the long-term fundamentals of the portfolio.
In light of this, and reflecting initial feedback
from some shareholders, the Board does
not consider a discontinuation to be in the
shareholders’ best interests and therefore
recommends that shareholders vote against
this resolution.
10 Executive Order “Unleashing American Energy” (20 January 2025) (https://www.whitehouse.gov/presidential-actions/2025/01/unleashing-american-energy/).
11 Withdrawal from International Climate Commitments (20 January 2025)(U.S. Withdrawal from the Paris Agreement: Process and Potential Effects | Congress.gov | Library of Congress).
12 Introduction & Enactment of H.R. 1, the “One Big Beautiful Bill” (20 May and 4 July 2025) (Text – H.R.1 – 119th Congress (2025-2026): One Big Beautiful Bill Act | Congress.gov |
Library of Congress) (https://www.congress.gov/bill/119th-congress/house-bill/1/text).
13 Treasury Guidance on Safe Harbour Rules (15 August 2025) (Notice 2025-8).
OUTLOOK
Despite significant changes to US energy
and trade policy and the uncertainty
experienced during 2025, the Board
remains confident in the long-term
value of the Company’s assets. While
operational challenges and sector-wide
constraints affected performance during
the year, sustained electricity demand and
expectations of a more measured pace of
new supply support the strategic relevance
of established operating assets.
The Company owns a diversified
operational portfolio located in states with
ongoing generation requirements and
supportive state-level policy frameworks.
This provides resilience against near-
term volatility and positions the portfolio
to benefit from favourable medium-and
long-term market dynamics as operating
performanceimproves.
Looking ahead, the Board will continue to
reinforce financial resilience, work closely
with the Investment Manager to restore
operational reliability and maintain readiness
to pursue value realisation opportunities
where conditions support an appropriate
outcome for shareholders.
The Board remains committed to taking
disciplined action to protect and enhance
long-term shareholder value.
GILL NOTT
CHAIR
18 March 2026
7
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
WHY INVEST?
73%
Over the next ten years,
approximately 73% of forecast
revenue will be generated
from contracted sources
MARKET OPPORTUNITY
40
of 41 assets within the Company’s
portfolio are certified as
QualifyingFacilities, and are
therefore eligible for favourable
treatment for revenue recontracting
Opportunity to invest in the
renewable energy market in
theUS
Portfolio of operational assets
located in states with established
renewable policy frameworks
– The Company’s assets are
situated in states with clear
renewable energy targets and
ongoing generation requirements,
which provide long-term visibility
for operating assets and reinforce
the strategic importance of
existing solar capacity within local
energy markets
Sustained growth in electricity
demand supporting long-term
power needs
– Electricity demand in the US
continues to grow, supporting the
long-term requirement for reliable
generation and reinforcing the
role of existing solar assets within
the evolving energy mix
Evolving policy dynamics and
development constraints enhance
the outlook for existing assets
– While recent changes in US
federal energy policy have
created a more challenging
environment for new renewable
development, constraints
affecting new capacity additions
are expected to tighten
supply-demand dynamics,
positioning existing operational
solar assetsto benefit from
stronger long-term power
priceexpectations
INVESTMENT OPPORTUNITY
40%
As at 31 December 2025, the
Group’s Gearing*, calculated as
total debt outstanding to Gross
Asset Value (GAV), was
approximately 40%
Visible and contracted cash
flowprofile
– PPAs with investment grade
offtakers provide contracted
revenue visibility
– A significant proportion of
generation is contracted,
reducing merchant exposure,
with future recontracting timelines
that provide opportunities to
benefit from changing power
price conditions
– Contracted structures underpin
predictable cash flow generation
and prudent capital allocation
Diversified portfolio across
locations and counterparties
– Assets are diversified across
several US states and
electricitymarkets
– Counterparty exposure is
spread across utilities and
corporateofftakers
Disciplined capital structure
– Capital structure designed to
preserve balance sheet resilience
and financial flexibility
– Fully operational assets
eliminate construction and
developmentrisk
– Cash flows are not dependent
onfederal tax incentives
Pilot Mountain (Olympos Portfolio)
7.5M W
DC
(North Carolina)
8
US Solar Fund plc
Annual Report and Financial Statements 2024
MARKET OUTLOOK
Average solar PPA prices rose by nearly 9% across the US in 2025
14
.
According the LevelTen Energy, solar PPA prices were impacted
during this period by cost uncertainties relating to tariffs and supply
chain constraints, and in relation to the impact of OBBB on the cost
of development.
While the current federal administration has
taken steps to implement a hard pivot from the
previous subsidy-led model that incentivised
private sector development of renewable
energy generation, the US renewable energy
market continues to be supported.
– State and local mandates for renewable
energy generation. Mandated reductions
in carbon emissions from regional
electricity supply systems create binding
renewable procurement requirements for
local utilities and energy supplier
– Corporate sustainability objectives create
additional demand for renewable energy,
with the top US data centre hyperscalers
continuing to be a large source of demand
15
– Flexible generation technology such as
battery storage capacity allows system
operators to better manage and mitigate
intermittent renewable generation
– Forecast load growth from the projected
build-out of data centres and growing
domestic investment in the onshoring
and reshoring of manufacturing capacity
in critical industries
16
– Cost competitiveness of renewable
energy assets, especially in regions with
favourable solar/wind resources, and/or
above average local natural gas prices
State MW
DC
State mandates Utility targets
22
North Carolina 168 Net-zero emissions
electricity by 2050
Duke Energy: corporate target of net-zero by 2050 (2030 interim
decarbonisation target repealed by State of North Carolina in 2025).
IntheCarolinas, aiming to reach 15GW of solar by 2040
Oregon 140 Net-zero emissions
electricity by 2040
Portland General Electric: corporate target of 80% carbon reduction by 2030,
and 100% carbon reduction by 2040
Utah 128 Voluntary goal of 20%
renewable by 2025
PacifiCorp: system-wide corporate target of ~70% reduction in system-wide
carbon emissions from 2005 level by 2030, and net-zero by 2050
California 7 60% renewable energy
by2030, and net-zero
emissions electricity by 2045
California Public Utility Commission: has identified a need for 57.5GW of
new solar capacity by 2045 to achieve stated emissions reduction targets
14 LevelTen Energy, Q4 2025 North America PPA Price Index.
15 S&P Global, “Nuclear bolsters top US hyperscalers clean energy portfolio, now over 84GW”, May 2025.
16 Grid Strategies, National Load Growth Report, November 2025 (Power Demand Forecasts Revised Up).
17 White House Executive Order “Unleashing American Energy” 20 January 2025.
18 SEIA/Wood Mackenzie Power & Renewables U.S. Solar Market Insight Q4 2025 (Solar Market Insight Report Q4 2025 – SEIA).
19 Infralogic, “Stonepeak doubles down on renewables, rides data center wave”, 23 January 2026.
20 The Carolina Journal, “NC house votes to repeal 2030 carbon mandate”, 11 June 2025.
21 CRC-IB, Quarterly Considerations – Q3 2025, October 2025 (Quarterly Considerations – Q3 2025 | CRC-IB).
22 Duke Energy 2025 Carolinas Resource Plan (https://duke-energy.com); Portland General Electric: PGE 2024 Environmental, Social and Governance Report (https://portlandgeneral.com/);
PacifiCorp 2025 Integrated Resource Plan (https://pacificorp.com/); CPUC 2024-25 Preferred System Plan (https://www.cpuc.ca.gov/).
– Federal tax credits and other long
standing government incentives, continue
to provide funding support for new
projects, albeit with federal tax credits
for new solar and wind capacity no
longer available for projects commencing
construction after July 2026 following the
enactment of the “One Big Beautiful Bill”
(OBBB) in July 2025
Demand for renewable energy remains
strong. However, new development
activity continues to face headwinds
created by several factors including
bottlenecks in connecting to the grid,
trade policy and tariffsincreasing the costs
of imported equipment, long order lead
times for key equipment, and resistance
to new development in urban and other
populatedareas.
Additionally, executive orders and policy
statements issued in 2025 by the current
federal administration
17
have introduced new
uncertainties to the US renewable energy
industry relating to potential detrimental
changes to federal energy policy and to the
issuance of federal permits and approvals
for new projects, while legislative changes via
the enactment of OBBB have accelerated the
phase-out of renewable energy tax credits
for solar and wind projects, all of which could
impact new development activity.
Wood Mackenzie notes that its post-
OBBB outlook for US solar deployments
over the next decade remains robust,
notwithstanding the various recent changes
in federal energy policy and legislation
18
.
Asset-level M&A transaction volumes in the
US renewable energy market declined nearly
14% in 2025 versus 2024
19
, particularly due to
subdued activity levels during H1 2025 related
to uncertainties around US energy and trade
policy, and changes to renewable energy tax
credit rules. Transaction activity accelerated
in Q3 2025 as uncertainty relating to OBBB
passed and market participants raced to
safe-harbour projects under the pre-OBBB
regime
20
. Market analysts expect US renewable
energy transaction volumes to improve during
2026, especially for operational and de-risked
assets and portfolios, due to improved clarity on
federal regulatory and legislative reforms, and a
clearer picture of renewable energy’s role in the
post-OBBB market.
The states in which the Company’s assets are
located, and its primary offtake counterparties,
continue to provide a supportive backdrop for
renewable generation, albeit with a rollback
of near-term renewable generation targets in
North Carolina (as noted below) during the
period rationalised on the basis of concerns
about energy affordability and providing in-
state utilities with flexibility to address projected
electricity demand growth in the state
21
.
9
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
OBJECTIVES
MAINTAIN FINANCIAL
STRENGTH
Strengthen the Company’sfinancial
position and reinforce balance
sheet resilience ina period of
operational underperformance and
market volatility
– Completed portfolio-level
refinancing to eliminate near-term
maturities and materially reduce
refinancing risk
– Simplified asset-level ownership
structures through tax equity buy-
outs, enhancing financial flexibility
– Exercised disciplined capital
allocation, prioritising initiatives that
support sustainable long-term value
– Preserved liquidity and prioritised
balance sheet stability over
distributions
– Preserve balance sheet strength
and liquidity flexibility within the
existing capital structure
– Continue disciplined capital allocation,
prioritising initiatives that support
operational recovery and reliability
– Reassess dividend capacity once
cash flow visibility and operational
stability have demonstrably improved
– Pursue recontracting opportunities
in line with contractual expiry dates
and utility/off-taker processes, with
the first contract expiry occurring
at the end of 2026 and subsequent
expiries in 2027, securing terms
reflective of prevailing power
pricedynamics
The Company’s financial,
operational and
environmental highlights
are set out on pages 2-3.
During 2025, the Board and Investment
Manager aligned around a focused set
of priorities designed to stabilise the
portfolio, reinforce financial resilience and
preserve strategic flexibility in a period
of operational underperformance and
market volatility. Theactions undertaken
during the year reflect this disciplined
approach. Looking ahead to 2026,
the emphasis remains on executing
remediationinitiatives, strengthening cash
generation and positioning the Company
topursue value-enhancing opportunities
asconditionspermit.
OBJECTIVE
2025 ACTIONS
2026 PRIORITIES
10
US Solar Fund plc
Annual Report and Financial Statements 2025
– Completed remediation options
analysis across 7 underperforming
assets, progressing targeted
initiatives and adopting revised
operating assumptions where
additional capital investment was
not expected to be value-accretive
– Implemented structural
improvements to Operations
and Maintenance (O&M) delivery
following a performance review,
including appointing a replacement
contractor for the Milford and
Olympos portfolios
– Strengthened spare parts planning
and inventory management to reduce
downtime and mitigate lost generation
– Expanded internal technical
capability to reduce reliance on
third-party OEM support
– Implemented a targeted theft
mitigation strategy, including
enhanced proactive surveillance
measures
– Deliver measurable reductions
in outage duration and improve
response times across the portfolio
– Maintain appropriate critical spare
parts inventories to proactively
manage supply constraints and
minimise downtime
– Continue strengthening in-house
technical capability to reduce
dependency on external OEM support
– Embed enhanced monitoring
and data analytics to accelerate
detection and resolution of
performance issues
– Progress targeted optimisation
initiatives where supported by
aclear value-accretive case
– Engaged selected advisers and
industry participants to assess
prevailing market conditions for the
sale and acquisition of US solar
assets
– Reviewed transaction evidence,
valuation benchmarks and buyer
appetite to inform the Board’s
assessment of potential value
realisation options
– Continued structured monitoring
of transaction activity and capital
market developments to preserve
strategic flexibility
– Evaluated strategic alternatives
in light of market dynamics and
concluded that conditions were
not conducive to initiating a sale
process during the period
– Continue monitoring transaction
activity, valuation benchmarks
and capital market conditions
to assess potential value
realisationopportunities
– Prioritise operational and financial
stabilisation to enhance positioning
ahead of any future liquidity event
– Maintain structural, financial and
reporting readiness for potential
strategic transactions
– Pursue a sale or other
strategic option where market
conditions support optimal
valueforshareholders
IMPROVE OPERATIONAL
RELIABILITY
Restore performance consistency
and asset reliability across
theportfolio
ACTIVE SHAREHOLDER
ENGAGEMENT
Maintain transparent and proactive
communication with shareholders
through comprehensive disclosures
PRESERVE STRATEGIC
OPTIONALITY
Maintain flexibility to pursue
value-enhancing strategic options
in the best interests of shareholders
– Carried out investor roadshows
following the 2024 Annual Results,
and 2025 Interim Results, engaging
with a majority of the shareholder
base
– Issued enhanced supporting
materials alongside the 2024 Annual
Results, 2025 Interim Results and
refinancing announcement to
facilitate detailed analysis and peer
comparison
– Maintained regular dialogue with
shareholders throughout the period,
with both the Board and Investment
Manager providing written
updates and participating in direct
engagement as requested
– Provided additional market context
through the Company’s broker,
including dissemination of thematic
whitepapers outlining key trends
influencing the US solar sector
– Continue enhancing financial
and operational disclosures to
improve clarity, transparency
andpeercomparability
– Provide structured updates
on remediation progress and
generation improvements
– As market conditions evolve,
provide updates when
appropriate on transaction activity,
comparable trades and broader
marketdynamics
– Maintain consistent, accessible and
responsive engagement by both the
Investment Manager and the Board
11
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
38
39
40
41
29
30
31
32
33
34
1
27
28
PORTFOLIO OVERVIEW
41
Assets
4
States
443MW
DC
Total capacity
As at 31 December 2025 the
Companyowned 41 utility scale
solarprojects, totalling 443MW
DC
.
Allassets in the Company’s portfolio
are operational and are generating
revenue for the Company.
California
The Company owns two solar
assets located in southern
California with a collective capacity
of 7MW
DC
. These assets comprise
a portion of the Heelstone portfolio
acquired by the Company as
operational assets in 2020.
2
Assets
7MW
DC
Capacity
Utah
The Milford asset is the Company’s
single largest asset with a capacity
of128MW
DC
. Milford was the
Company’s first investment acquired
in 2019, pre-construction, and
achieved commercial operations in
November 2020.
1
Asset
128MW
DC
Capacity
Oregon
The Company owns ten solar
assets located in Oregon with a
collective capacity of 140MW
DC
.
These assets comprise the
Euryalus portfolio (four assets
acquired by the Company in
2020pre-COD) and a portion of
the Heelstone portfolio (six assets
acquired by the Company as
operational assets in 2020).
10
Assets
140MW
DC
Capacity
12
US Solar Fund plc
Annual Report and Financial Statements 2025
8
9
10
11
12
13
14
15
16
17
19
20
21
22
25
26
35
36
37
2
3
4
6
7
18
23
5
24
Assets by portfolio
MILFORD
1
Asset
128MW
DC
Capacity
EURYALUS
4
Assets
61MW
DC
Capacity
GRANITE
8
Assets
39MW
DC
Capacity
HEELSTONE
22
Assets
176MW
DC
Capacity
OLYMPOS
6
Assets
39MW
DC
Capacity
North Carolina
The Company owns 28 solar assets
located in North Carolina with a
collective capacity of 168MW
DC
.
These assets comprise the Granite
(eight assets acquired USF as
operational assets in late 2019/early
2020) and the Olympos portfolio
(sixassets acquired by the Company
inlate 2019, pre-COD) portfolios as
well as a portion of the Heelstone
portfolio (14 assets acquired by the
Company as operational assets
in2020).
28
Assets
168MW
DC
Capacity
13
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
PORTFOLIO OVERVIEW CONTINUED
#
Portfolio Asset Capacity (MW
DC
) Location Commercial operation date Acquisition date
Milford Milford 127.8 UT November 2020 September 2019
Olympos Benson 5.7 NC August 2020 December 2019
Olympos Eagle Solar 5.6 NC August 2020 December 2019
Olympos Lane II 7.5 NC July 2020 December 2019
Olympos Pilot Mountain 7.5 NC September 2020 December 2019
Olympos Tate 6.5 NC August 2020 December 2019
Olympos Willard 6.0 NC October 2020 December 2019
Granite Faison 2.3 NC June 2015 December 2019
Granite Four Oaks 6.5 NC October 2015 December 2019
Granite Nitro 6.2 NC July 2015 December 2019
Granite Princeton 6.5 NC October 2015 December 2019
Granite Progress Solar 1 2.5 NC April 2012 January 2020
Granite Progress Solar 2 2.5 NC April 2013 January 2020
Granite S. Robeson 6.3 NC July 2012 January 2020
Granite Sarah 6.3 NC June 2015 December 2019
Heelstone IX County Home 2.6 NC September 2016 March 2020
Heelstone IX Mariposa 6.4 NC September 2016 March 2020
Heelstone IX Freemont 6.4 NC December 2016 March 2020
Heelstone IX Sonne Two 7.0 NC December 2016 March 2020
Heelstone X Sedberry 6.2 NC December 2016 March 2020
Heelstone X Siler 421 6.9 NC December 2016 March 2020
Heelstone X Schell 6.9 NC December 2016 March 2020
Heelstone X Red Oak 6.9 NC December 2016 March 2020
Heelstone X Tiburon 6.7 NC December 2016 March 2020
Heelstone X Cotten Farm 6.8 NC November 2016 March 2020
Heelstone X Monroe Moore 6.6 NC December 2016 March 2020
Heelstone XI Granger 3.9 CA September 2016 March 2020
Heelstone XI Valley Center 3.0 CA December 2016 March 2020
Heelstone XII Turkey Hill 13.2 OR December 2017 March 2020
Heelstone XII Merrill 10.5 OR January 2018 March 2020
Heelstone XII Lakeview 13.7 OR December 2017 March 2020
Heelstone XII Dairy 14.0 OR March 2018 March 2020
Heelstone XII Chiloquin 14.0 OR January 2018 March 2020
Heelstone XII Tumbleweed 14.0 OR December 2017 March 2020
Heelstone XIII Davis Lane 7.0 NC December 2017 March 2020
Heelstone XIII Gauss 7.0 NC October 2018 March 2020
Heelstone XIII Jersey 7.0 NC December 2017 March 2020
Euryalus Alkali 15.1 OR June 2020 June 2020
Euryalus Rock Garden 14.9 OR June 2020 June 2020
Euryalus Suntex 15.3 OR June 2020 July 2020
Euryalus West Hines 15.3 OR June 2020 June 2020
41 PROJECTS ACROSS 4 STATES
1
2
3
4
5
6
7
8
9
10
11
15
12
13
14
19
16
17
18
20
21
23
22
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
14
US Solar Fund plc
Annual Report and Financial Statements 2025
1
5
6
3
2
4
7
128MW
DC
CAPACITY
262MWh
ANNUAL PRODUCTION (P50)
NOV 2020
COD
1
ASSET
Milford
Portfolio details
USF Acquisition September 2019 (from Longroad Energy Partners, LLC)
PPA Investment grade offtaker | Busbar PPA | Remaining term: 19.9 year | Unbundled
REC Agreement Investment grade offtaker | Remaining term:19.9 years
QF Eligible No
23
Site Control Long-term lease
Tax Equit y Yes (scheduled buyout 2028)
23 Milford is the only asset within the Company’s portfolio that is not a qualifying facility (QF), as defined under the Public Utility Regulatory Policies Act (PURPA). QFs are a special class of generating
facility defined by law and categorised as either a cogeneration facility or small power production facility. In the case of the Company’s portfolio, its assets (other than Milford) are eligible small power
production facilities, being generating facilities with a production capacity of less than 80MW whose primary energy source is renewable. Among other benefits, being a QF affords the asset owner
certain rights to sell energy or capacity to a utility, the right to purchase certain services from utilities such as back-up power at a reasonable rate, and relief from certain regulatory obligations.
Olympos
Willard (Olympos Portfolio)
6.0MW
DC
(North Carolina)
Milford 127.8MW
DC
(Utah)
39MW
DC
CAPACITY
52MWh
ANNUAL PRODUCTION (P50)
JUL–OCT 2020
COD
6
ASSETS
Portfolio details
USF Acquisition December 2019 (from Cypress Creek Renewables)
PPA Investment grade offtakers | Busbar PPA |
MW Weighted Average Remaining Term: 7.8years | Unbundled
REC Agreement Unrated offtakers | Remaining term of 1 year
QF Eligible Yes
Site Control Long-term leases
Tax Equit y No (buyout completed October 2025)
15
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
11
9
8
12
14
13
16
15
10
38
39
40
41
PORTFOLIO OVERVIEW CONTINUED
Granite
Euryalus
Four Oaks (Granite Portfolio)
6.5MW
DC
(North Carolina)
Suntex (Euryalus Portfolio)
15.2MW
DC
(Oregon)
39MW
DC
CAPACITY
38MWh
ANNUAL PRODUCTION (P50)
8
ASSETS
Portfolio details
USF Acquisition January 2020 (from Greenbacker Renewable Energy)
PPA Investment grade offtaker | Busbar PPA |
MW Weighted Average Remaining Term: 4.0years | Unbundled
REC Agreement Rated and unrated offtakers | Remaining term of 4.1 years
QF Eligible Yes
Site Control Long-term leases
Tax Equit y No (buyout completed 2020)
Portfolio details
USF acquisition May 2020 (from Southern Current)
PPA Investment grade offtaker | Busbar PPA |
MW Weighted Average Remaining Term: 5.6 years | Bundled
REC Agreement No – bundled with PPA
QF Eligible Yes
Site Control Long-term lease
Tax Equit y No (buyout completed October 2025)
4
ASSETS
2012–2015
COD
61MW
DC
CAPACITY
100MW
DC
ANNUAL PRODUCTION (P50)
JUNE 2020
COD
16
US Solar Fund plc
Annual Report and Financial Statements 2025
30
29
31
32
33
34
27
28
25
24
20
36
16
23
21
18
17
19
22
37
35
Heelstone
Oregon
Granger (Heelstone Portfolio)
3.9MW
DC
(California)
California
North Carolina
177MW
DC
CAPACITY
90MW
DC
CAPACITY
224MWh
ANNUAL PRODUCTION (P50)
13
ASSETS
2016–2018
COD
4
ASSETS
Portfolio details
USF acquisition March 2020 (from Heelstone Renewable Energy)
PPA Investment grade offtaker | Busbar PPAs | MW Weighted Average
Remaining Term: 5.9 years | Bundled
REC Agreement Investment grade and unrated offtakers | MW Weighted Average
Remaining Term: 5.2 years
QF Eligible Yes
Site Control Long-term leases
Tax Equit y No (buyout completed 2023)
80MW
DC
CAPACITY
7MW
DC
CAPACITY
6
ASSETS
2
ASSETS
17
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGIC REPORTOVERVIEW CORPORATE GOVERNANCE FINANCIAL STATEMENTS
OPERATING REVIEW:
ACTIVE ASSET MANAGEMENT
PORTFOLIO
As at 31 December 2025, the Company has a portfolio with a total operational capacity of 443MW
DC
(31 December 2024: 443MWAC)
comprised of 41 solar assets across four states.
North Carolina 168
Oregon 140
Utah 128
California 7
PORTFOLIO GEOGRAPHY (BY MW
DC
)
<5MW 6
5–10MW 24
10–20MW 10
>20MW 1
ASSET SIZE IN MW (BY NUMBER)
<5 years 44
5–10 years 265
10–15 years 7
>15 years 128
TMEIC 43.3%
SMA 24.5%
Sungrow 20.0%
Eaton 5.8%
First Solar 35.8%
Trina 10.6%
Seraphim 9.5%
Astronergy 7.4%
Boviet 6.9%
Adani 6.8%
SolarWorld 3.5%
Hyundai 3.4%
Solar Frontier 3.2%
CSUN 3.2%
Hanwha Qcells 3.1%
Talesun 3.0%
ET Solar 1.6%
BYD 1.6%
Canadian Solar 0.6%
A- 7
BBB+ 436
REMAINING ENERGY PPA TERM
(BY MWDC)
ENERGY PPA OFFTAKERS (BY MW
DC
) SOLAR MODULES MANUFACTURER
(% MW
DC
)
INVERTERS BY MANUFACTURER
(% MW
DC
)
Note: includes energy offtake agreements only
(excludes standalone Renewable Energy Contract
(REC) Agreements)
Note: includes energy offtake agreements only
(excludes standalone Renewable Energy Contract
(REC) Agreements)
All near-term PPA expiries within the Company’s portfolio relate to assets that are QFs under the Public Utility Regulatory Policies Act
(PURPA). At the appropriate time in advance of these expiry dates, and in line with utility-led recontracting processes and timelines,
the Company will seek new offtake contract offers in accordance with PURPA requirements as implemented in each applicable state.
Theearliest PPA expiry dates are scheduled in July and December 2027.
All Renewable Energy Contracts (RECs) in high value jurisdictions (California and Oregon) are bundled with existing long-term PPAs.
The Company will seek opportunistic recontracting of RECs in other markets as existing agreements expire, beginning at the end of 2026.
Huawei 2.9%
Advanced Energy 1.6%
Schneider 1.6%
As at 31 December 2023
18
US Solar Fund plc
Annual Report and Financial Statements 2025
Q1
Q2 Q3
Q4
GWh
FY25
0
800
600
700
400
500
200
300
100
147 150
133
243
242
216
239
234
207
135 135
118
765
762
676
300
250
150
100
50
0
200
PORTFOLIO GENERATION VARIANCE (FY25)
Heelstone Milford Euryalus Olympos GraniteGWh
281
271
102
58
53
284
267
101
60
50
224
262
100
52
38
Forecast Weather-Adjusted
Actual
Forecast Weather-Adjusted
Actual
PORTFOLIO PERFORMANCE
Total generation by the Company’s portfolio was 676GWh for the 12-month period to 31 December 2025 (12-month period to 31December
2024: 698GWh).
QUARTERLY GENERATION VARIANCE (FY25)
Note: Figures may not sum due to rounding
The overall generation of the Company’s portfolio was 11.7% below budget (versus 9.0% below budget in 2024), with 0.4% attributable to
below forecast solar irradiance (versus 2.9% in 2024), and 11.3%attributable to unscheduled outages and other non-irradiance related factors
(versus 6.1% in 2024).
‘Forecast’ means the generation forecast per the base case (P50) generation forecasts prepared for each project by third-party technical
advisors and inclusive of assumptions relating to solar irradiance, module efficiency and degradation, scheduled downtime for maintenance
activities, and performance degradation due to grid outages, and weather events (e.g. snow), measured in gigawatt hours(GWh).
‘Weather-Adjusted’ means the project base case forecasts adjusted for actual solar irradiance experienced at each projectduring the
applicable period, measured inGWh.
‘Actual’ means actual measured production in GWh.
19
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
OPERATING REVIEW:
ACTIVE ASSET MANAGEMENT CONTINUED
WEATHER-RELATED VARIANCE
While there was some variation between regions, the overall weather variance for the year was marginally negative (0.4%), with higher than
forecast solar irradiance in the first and fourth quarters of the year offset by below forecast irradiance during the higher production second and
third quarters. Precipitation in Utah, North Carolina and Oregon was below average in 2025, however average temperatures remained elevated
versus historical averages, which was detrimental to solar performance due to higher heat losses. California experienced above forecast solar
irradiance in all quarters of the year.
The following chart shows the historical trend of generation performance related to weather conditions since the Company’s initial public
offering (IPO)
24
.
10.0
5.0
0.0
-5.0
-10.0
Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Q3
2022
Q4
2022
Q1
2023
Q2
2023
Q3
2023
Q4
2023
Q1
2025
Q2
2025
Q3
2025
Q4
2025
Q1
2024
Q2
2024
Q3
2024
Q4
2024
PORTFOLIO GENERATION VARIANCE FROM FORECAST DUE TO WEATHER (QUARTERLY)
Generation variance due to weather
Average
-1.2%
Average generation variance due to weather
% Variance to Forecast
NON-WEATHER-RELATED VARIANCE
Unscheduled outages contributed materially to the 11.3% non-weather-related variance. These included grid-related outages and incidents
oftheft-related damage, both of which affected asset availability during the period.
A detailed breakdown of the 11.3% variance attributable to unscheduled outages is included on pages 21-25.
Remediation initiatives aimed at improving asset reliability and reducing outage duration have continued during the period, with further
detailincluded on page 27.
The following chart shows the historical trend of generation performance related to technical and non-weather factors since IPO.
10.0
15.0
20.0
5.0
0.0
-5.0
-10.0
-15.0
Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Q3
2022
Q4
2022
Q1
2023
Q2
2023
Q3
2023
Q4
2023
Q1
2025
Q2
2025
Q3
2025
Q4
2025
Q1
2024
Q2
2024
Q3
2024
Q4
2024
PORTFOLIO GENERATION VARIANCE FROM FORECAST DUE TO NON-WEATHER FACTORS (QUARTERLY)
Generation variance due to technical & non-weather
Average
-4.6%
Average generation variance due to technical & non-weather
% Variance from Forecast
24 Generation variances for Q1 2021 to Q4 2024 reflects the current 41 asset portfolio. Weather variances for 2020 reflect partial results given the Granite portfolio was acquired in Q1 2020,
theHeelstone portfolio was acquired in Q2 2020, the Euryalus assets commenced operations in Q2 and Q3 2020, and Milford commenced operations in November 2020.
20
US Solar Fund plc
Annual Report and Financial Statements 2025
The following table breaks down the negative variance of 11.3% attributable to unscheduled outages and other non-irradiance related factors.
% of P50 generation 2024 H1 2025 H2 2025 2025
Grid outages (0.7%) (1.6%) (0.7%) (1.2%)
Theft-related outages 0.0% (1.2%) (0.0%) (0.5%)
Soiling (0.6%) (0.2%) (0.4%) (0.3%)
Unplanned outages (6.8%) ( 7.7%) (8.0%) ( 7. 9 %)
Uncharacterised 1.8% (0.1%) (2.5%) (1.4%)
Total (6.1%) (10.8%) (11.7%) (11.3%)
GRID OUTAGES
During the year approximately 1.2% of the
11.3% negative generation variance was
attributable to utility grid outages (2024:
0.7%). These outages are caused by the
transmission and distribution networks
operated by regional utilities and grid
operators that deliver power generated
by the Company’s assets to end-use
customers, and therefore impact generation
availability independently of the underlying
performance of the Company’s assets.
The causes of grid outages vary across
regions and grid operators. During the
period, interruptions included public safety
shutoffs in response to actual or predicted
extreme weather events (including storms,
hurricanes, heavy snowfall, high winds,
wildfires), equipment failures within utility-
owned infrastructure, and outages related
to utility-planned maintenance and grid
upgrade activities. Grid outages were more
pronounced during the first half of the year,
primarily due to site specific infrastructure
upgrades performed in Q3 and Q4 to reduce
the frequency and impact of grid outages.
The Investment Manager continues to
work closely with utility partners to better
understand the underlying causes of the
outages and to assess whether further
practical mitigation or planning measures
can be implemented in advance of future
outages. This includes reviewing historical
outage trends, restoration timelines
and regional grid constraints to identify
opportunities for improved preparedness.
However, the ability to anticipate or mitigate
grid outages is constrained by the nature of
the underlying causes, which are driven by
prevailing weather conditions, system-wide
infrastructure issues or operational decisions
taken by grid operators. The frequency
and duration of outages therefore depends
largely on external factors outside the
Company’s control.
Within these constraints, the Investment
Manager and O&M contractors remain
focused on measures that are within the
Company’s control, including assessing
alternative interconnection solutions
(such as those previously implemented
at the Euryalus portfolio in 2022), refining
responseand restoration protocols and
expediting recommissioning once grids
arere-energised.
The following table shows the historical trend
of grid outages. The grid outages during
the period remain elevated as compared
toaverage grid outages in prior periods.
% of P50 generation 2021 2022 2023 2024 H1 2025 H2 2025 2025
Grid outages 0.66% 0.55% 0.33% 0.76% 1.62% 0.66% 1.2%
21
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
THEFT-RELATED OUTAGES
During the period approximately 0.5% of
the 11.3% negative generation variance
was attributable to theft-related damage at
several sites in North Carolina (2024: nil).
These incidents involved unauthorised entry
and theft of copper wiring and associated
equipment at multiple sites, multiple times.
Theft-related damage had no impact on
portfolio or asset generation in prior years.
The financial impact comprised both
rectification costs (replacement of stolen
equipment and repair of damage) and lost
revenue during the rectification period. The
majority of the costs (approximately 75%)
are insured and expected to be recoverable
under portfolio insurance policies subject
to claims assessment procedures and
standard deductibles and waiting periods.
The recovery amounts have not been
included within the project valuation
cash flows.
In response, the Investment Manager
implemented enhanced site security and
surveillance measures at affected sites
and increased coordination with local law
enforcement and neighbouring site owners.
Theft-related incidents were concentrated
in the first half of 2025, and no further
material events were recorded in the
second half following the implementation of
these measures. The Investment Manager
has also developed contingency and
mitigation plans for all North Carolina sites
to strengthen preparedness should similar
events arise in the future.
UNPLANNED OUTAGES
The 7.9% variance attributable to unplanned
outages as presented in the table above,
was caused by frequent, low impact
events and voluntary/proactive outages
to prevent more extensive equipment
damage or perform maintenance activities
(2.9%), extended equipment lead times and
related technical support delays (2.6%) and
previously identified technical issues at 7 of
the Company’s assets (2.4%).
Frequent, low impact unplanned
outages
Frequent, low-impact unplanned outages
— including inverter, transformer,
DC
equipment and tracker faults, as well as
other miscellaneous technical issues —
contributed approximately 2.9% to total
unplanned outage variance in 2025.
During the year, the Investment Manager
progressed a range of initiatives designed to
reduce the frequency, duration and severity
of these outages in a cost-effective manner.
These included enhancements to oversight
of O&M contractors, implementation of
a structured spare parts strategy and
continued improvements to data tools and
analytics to accelerate fault identification and
resolution.
In relation to the Company’s smaller sites
which utilise pooled O&M resources rather
than dedicated on-site staff, repair activities
are prioritised based on value impact.
In some cases, the costs of immediate
mobilisation (including labour, materials,
fuel, and other on-costs) can exceed the
incremental revenue benefit of repairing
discrete faults. Where appropriate, on-site
repairs may therefore be batched or deferred
and aligned with scheduled preventative
maintenance cycles to optimise overall value
to the portfolio, although this may result in
some short-term underperformance.
During 2025, additional actions included
the replacement of the O&M contractor
at Olympos and Milford, recontracting the
existing O&M subcontractor at Euryalus.
OPERATING REVIEW:
ACTIVE ASSET MANAGEMENT CONTINUED
Frequent low impact outages 2.9%
Extended supplier lead time and
equipment support delays 2.6%
Technical issues subject to
capitalinitiatives 2.4%
7.9% UNPLANNED OUTAGES
(FY 2025)
22
US Solar Fund plc
Annual Report and Financial Statements 2025
Supplier lead times and equipment support
Extended lead times and delays in receiving replacement parts and/or on-site technical support from key equipment suppliers (including
inverters, trackers, and transformers) contributed approximately 2.6% to unplanned outages in 2025. These delays relate primarily to inverter
parts failures at two Oregon sites and tracker parts failures at two Oregon sites within the Heelstone portfolio. All four failures are expected to
be fully remediated during the first quarter of 2026
25
.
In addition to the implementing the spare parts strategy, the Investment Manager continues to work with key equipment suppliers, including
through warranty agreement extensions and targeted engagement, to improve response times and reduce future delays.
Previously identified technical issues subject to capital initiatives
Underperformance associated with the seven assets previously identified for capital investment contributed approximately 2.4% to unplanned
outages in 2025.
During the period, the Investment Manager completed planned remediation at the Company’s 2 California assets (Granger and Valley Center),
resulting in improved operating performance. Remediation remains ongoing at 2 additional sites (Chiloquin and Faison). For the remaining 3
assets (Four Oaks, NC Solar 1 and Gauss), further capital investment is not currently expected to be accretive relative to the required capital
expenditure. Accordingly, generation assumptions for these assets have been revised to reflect expected ongoing performance levels in the
absence of further capital investment. These revised assumptions are reflected in the valuation of the portfolio as at 31 December 2025 and
further explained on page 26.
The status of the proposed capital initiatives as of 31 December 2025 is summarised in the table below.
Asset Size (MWDC) Issue Status
Granger
(Heelstone)
3.9 Increasing unavailability due to inverter failures
compounded by unavailability of inverter spare
partsor technical support from OEM who has
withdrawn from the US
– Inverter replacement completed in 2025
– Improved operating performance, lower
maintenance costs, and enhanced availability
Valley Center
(Heelstone)
3.0 Increasing unavailability due to inverter failures
compounded by unavailability of inverter spare
partsor technical support from OEM who has
withdrawn from the US
– Inverter replacement completed in 2025
– Improved operating performance, lower
maintenance costs, and enhanced availability
Chiloquin
(Heelstone)
14.0 Ground faults and related outages due to rodent
activity/damage
– Engineering, procurement and construction
contract signed
– On-site mobilisation expected in Q1 2026, subject
to weather conditions
– Completion of remediation works expected in
mid-2026
Faison (Granite) 2.3 Premature module failures and increasing
inverteroutages (obsolete technical design)
– Pricing and scoping of replacement and
remediation works ongoing
– If progressed, completion of remediation works
expected by end of 2026
Four Oaks
(Granite)
6.5 Unavailability of inverter spare parts
(OEM exited solar inverter market)
– Refurbishment options analysed
– Inverters no longer supported in the market
and alternatives cost prohibitive relative to
revenuegeneration
– No remediation currently planned –
not value accretive
NC Solar 1
(Granite)
2.5 Premature module failures – Warranty amount received from module OEM
– Replacement options analysed
– No remediation currently planned –
not value accretive
Gauss
(Heelstone)
7.0 Poor utility communications causing frequent
transfer trips
– Replacement options analysed
– No remediation currently planned –
not value accretive
25 Post-period, these inverter failures have been remediated.
23
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
SUMMARY OF NON-WEATHER RELATED PERFORMANCE VARIANCES PER PORTFOLIO AND ASSET
A breakdown of the 11.3% performance variance attributable to technical (non-weather) factors by portfolio is set out in the table below.
The majority of this negative variance was attributable to the performance of the Heelstone and Granite portfolios. These portfolios were
primarily impacted by technical issues previously identified as well as external factors outside of the Company’s control including utility grid
outages, site damage due to theft, and extended supplier lead time and equipment support delays.
Portfolio
(capacity)
Location Performance commentary
% of 2025
mtechnical losses
Milford
(128MWDC)
Utah Portfolio generation was approximately 2% below the weather-adjusted forecast
primarily due to a transformer-caused site outage during the fourth quarter.
-0.7%
Olympos
(39MWDC)
North Carolina Portfolio generation was approximately 12% below the weather-adjusted forecast,
attributable to inverter and utility grid outages across the portfolio.
-1.0%
Granite
(39MWDC)
North Carolina Portfolio generation was approximately 23% below the weather-adjusted forecast,
attributable to premature module failure at two sites, intermittent inverter outages at
various sites, and theft-related damage at several sites.
-1.6%
Heelstone
(176MWDC)
California
North Carolina
Oregon
Portfolio generation was approximately 21% below the weather-adjusted forecast,
with the largest individual losses attributable to:
– Continuing intermittent feeder line outages at Chiloquin (this is being addressed
through a capital initiative that was commenced during theperiod)
– An extended inverter outage at Turkey Hill and site tracker failures at Merrill and
Dairy within the portfolio's Oregon sites
– Intermittent inverter outages and site tracker failures at Granger and ValleyCenter
within the portfolio's California sites (ongoing inverter outages were addressed
through the replacement of all inverters at theGranger and Valley Center sites,
completed in Q4 2025)
– Utility site communications issues and theft-related damage affecting Gauss in
North Carolina
-7.8%
Euryalus
(61MWDC)
Oregon Portfolio generation was approximately 2% below the weather-adjusted forecast
primarily due to a transformer outage at West Hines (the unit was proactively taken
offline for extended repairs, to prevent catastrophic failure, following a scheduled
preventative maintenance inspection).
-0.2%
Total variance -11.3%
OPERATING REVIEW:
ACTIVE ASSET MANAGEMENT CONTINUED
24
US Solar Fund plc
Annual Report and Financial Statements 2025
A breakdown of the 11.3% performance variance attributable to technical (non-weather) factors by asset is summarised in the table below.
Halfof the 11.3% variance was attributable to 7 assets. Approximately 70% of the 11.3% variance was attributable to 15 assets.
Asset Portfolio Location
% of 2025
mtechnical losses
Primary cause
26
1. Turkey Hill Heelstone Oregon -1.46% Extended supplier lead time and equipment support delays
2. Chiloquin Heelstone Oregon -1.19% Capital initiative
3. Milford Solar 1 Milford Utah -0.74% Frequent low impact outages
4. Gauss Heelstone North Carolina -0.73% Capital initiative
5. Granger Heelstone California -0.59% Capital initiative
6. Jersey Heelstone North Carolina -0.52% Theft-related outages
7. Four Oaks Granite North Carolina -0.47% Capital initiative
Subtotal (1-7) -5.69%
8. Merrill Heelstone Oregon -0.38% Extended supplier lead time and equipment support delays
9. Tumbleweed Heelstone Oregon -0.36% Extended supplier lead time and equipment support delays
10. Dairy Heelstone Oregon -0.35% Extended supplier lead time and equipment support delays
11. Sonne Two Heelstone North Carolina -0.30% Frequent low impact outages
12. Pilot Mountain Olympos North Carolina -0.30% Grid outages
13. NC Solar 1 Granite North Carolina -0.27% Theft-related outages
14. Lakeview Heelstone Oregon -0.24% Frequent low impact outages
15. Princeton Granite North Carolina -0.22% Extended supplier lead time and equipment support delays
Subtotal (1-15) -8.12%
Balance of portfolio -3.18% Capital initiative, frequent low impact outages, extended supplier
lead time and equipment support delays, soiling, uncharacterised
Total variance -11.3%
EXTENDED SUPPLIER LEAD TIME AND EQUIPMENT
SUPPORT DELAYS
– Performance at Turkey Hill during 2025 was impacted because of
extended lead times from the equipment supplier of replacement
invertor parts that are only available from the specific OEM.
Partsare expected to be delivered and installed in Q1 2026
– Unavailability of parts and lack of OEM support also impacted
performance at Merrill (tracker components), Tumbleweed (AC
components), Dairy (tracker components) and Princeton (inverters).
Parts are expected to be delivered and installed in Q12026
CAPITAL INITIATIVES
– Collectively, Chiloquin, Gauss, Granger and Four Oaks contributed
approximately 3% of the 11.3% variance. These are four of the seven
assets previously identified with technical issues requiring capital
investment. Further detail on these seven assets and the status of
remediation analysis and implementation (where appropriate) is set
out on page 23
FREQUENT, LOW-IMPACT OUTAGES
– Frequent, low-impact unscheduled outages were most impactful
at Milford, Sonne Two and Lakeview
– Milford experienced a transformer-caused site outage that was
remediated promptly using a spare transformer stored on-site
THEFT-RELATED OUTAGES
Outages related to remediation of theft-related property damage
were most impactful at Jersey and NC Solar 1. In all cases of theft
during the period, remedial works were undertaken as quickly
as practicable following the incident to minimise downtime and
lostgeneration.
GRID OUTAGES
Pilot Mountain was most impacted by grid outages.
26 This table identifies the primary cause for technical (non-weather) underperformance at each identified asset during the period, being the outage category that contributed the largest proportion
of underperformance. While most assets are impacted by more than one type of outage, secondary causes of outage have been omitted for clarity of presentation. For example, of the 1.46%
underperformance at Turkey Hill, approximately 1% relates to extended supplier lead time and equipment support delays, with the balance attributable to other factors including utility and
frequent low impact outages.
25
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
REVISED GENERATION ASSUMPTIONS
In light of 2025 operating performance and the status of ongoing remediation activities, the Investment Manager, in consultation with the
Board, has updated generation assumptions for purposes of portfolio valuation. These revisions reflect detailed asset-by-asset analysis
ofcurrent performance drivers and expected remediation timelines.
Portfolio-wide generation forecasts for 2026 and 2027 have been revised downwards through adjustments to portfolio-level availability
assumptions to reflect the anticipated pace of operational improvement. As noted above, identified capital initiatives for Granger and Valley
Center were completed in 2025, and those for Chiloquin and Faison are expected to be completed in 2026. In addition, permanent reductions
to asset-specific availability assumptions have been applied to generation assumptions for Four Oaks, NC Solar 1 and Gauss from 2028
onwards where previously identified capital initiatives are not currently expected to be undertaken. Adjustments to generation are summarised
below. The valuation impact of the revised generation forecasts can be found in the valuations section on page 34.
Adjustments to generation (as a proportion of total generation) per portfolio
27
Assumption
FY2026
Assumption
FY2027
Assumption
FY2028 – end of
useful life
Heelstone -5.7% -2.2% -0.5%
Milford -0.3% -0.1% –
Euryalus -0.1% 0.0% –
Olympos -0.6% -0.3% –
Granite -1.2% -0.5% -0.6%
Total reduction to generation -7.9% -3.1% -1.1%
Adjustments to generation (as a proportion of total generation) per underlying cause
28
Assumption
FY2026
Assumption
FY2027
Assumption
FY2028 to end of
useful life
Operational underperformance associated with known technical issues that are
not economic to remediate
29
-1.1% -1.1% -1.1%
Asset-specific underperformance associated with known technical issues
remediated or to be remediated through identified capital initiatives
30
-0.7% – –
Portfolio-wide underperformance (due to multiple operational and external
factors including frequent low impact outages, extended supplier lead time
andequipment support delays, grid outages, theft-related outages, soiling)
-6.1%
31
-2.0%
28
–
Total reduction to generation -7.9% -3.1% -1.1%
OPERATING REVIEW:
ACTIVE ASSET MANAGEMENT CONTINUED
27 Percentages are indicative only. Forecasts, including generation assumptions and related reductions are forward looking and based on current expectations and information available as at the
date of this report. Actual results may differ materially. Past performance is not a reliable indicator of future results.
28 This table is illustrative only and is not intended to be reconciled with asset level forecasts. Percentages are indicative only and are formulated based on the Investment Manager’s categorisation
of the various causes of underperformance. Forecasts, including generation assumptions and related reductions are forward looking and based on current expectations and information available
as at the date of this report. Actual results may differ materially. Past performance is not a reliable indicator of future results.
29 Underperformance continues given undertaking identified capital investments are not currently expected to be value accretive. Further detail on the seven assets identified for capital initiatives
and the status of remediation analysis and implementation (where appropriate) is set out on page 23.
30 Capital investment projects at Granger and Valley Center were completed in Q4 2025; capital investment project at Chiloquin has commenced and is expected to be completed in mid-2026;
capital investment project at Faison has not yet commenced and is expected to be completed in Q4 2026. Further detail on the seven assets identified for capital initiatives and the status of
remediation analysis and implementation (where appropriate) is set out on page 23.
31 Changes in assumptions from 2026 to 2027 are due to multiple operational and external factors including resolution of equipment supply delays for projects impacted in 2025, decrease in
theft-related activity due to mitigation measures implemented in 2025, reduction in grid outages towards historical average, reduction high frequency/low impact outages and other unplanned
outages towards historical average (2020-2024 data).
26
US Solar Fund plc
Annual Report and Financial Statements 2025
ACTIVE ASSET MANAGEMENT AND
PORTFOLIO OPTIMISATION
During the period, the Investment Manager,
working closely with the Board and led by its
internal asset management team, progressed
a structured programme of operational
initiatives designed to reduce unscheduled
outages, strengthen contractor oversight and
improve asset reliability across the portfolio.
PORTFOLIO-WIDE
– Continued proactive oversight of O&M
subcontractor performance across the
portfolio, with particular focus on outage
responsiveness, work prioritisation, and
reporting standards. This included the
recontracting of O&M arrangements
across the portfolio, consolidating
activities from five providers to two
preferred subcontractors selected based
on their consistently strong operational
performance. The long-standing
contractor for the Euryalus portfolio
was recontracted and expanded to
cover Milford and the Olympos portfolio
following the expiry of prior agreements,
while the internal asset management
team supported the ramp-up and
stabilisation of the newly appointed
contractor across the Heelstone and
Granite portfolios
– Enhanced portfolio-wide data collection,
analytics and management tools to
improve visibility and decision-making.
During the period, the internal asset
management team initiated a review of
asset performance index methodologies
and related monitoring tools to reduce
inconsistencies between reported data
and on-site performance, strengthening
oversight and internal reporting
– Improved site-level controls to enable
increased remote troubleshooting and
diagnostics, reducing reliance on on-site
interventions, lowering O&M costs and
minimising availability impacts from
equipment resets
– Advanced implementation of a refreshed
spare parts strategy aimed at improving
inverter reliability and reducing outage
duration. While supply chain constraints
and import volatility resulted in some
delays, improved spare parts planning and
deployment enhanced response times to
technical outages across the portfolio
– Secured renewal of portfolio insurance on
competitive terms (including pricing and
coverage), following proactive engagement
with brokers and underwriters, including
site visits and detailed risk reviews
Theoutcome reflects the effectiveness of
the Investment Manager’s risk mitigation
strategies and supports continued
financial resilience across the portfolio
SITE-SPECIFIC
– Completed a comprehensive options
analysis across seven assets identified
as potentially benefiting from capital
investment initiatives to rectify ongoing
causes of underperformance. Capital
initiatives at Granger and Valley Center,
involving the replacement of existing
inverters with units from an alternative
supplier not subject to the same trade
and import constraints, were approved
and completed during the period,
resulting in materially improved operating
performance at both sites. At Chiloquin,
works to relocate above-ground project
feeder lines to address recurring ground
faults and rodent-related damage were
approved and commenced during the
period, with completion expected in 2026
– Implemented enhanced site security
measures at select North Carolina sites,
including 24-hour site monitoring, co-
ordination with local law enforcement task
forces and engagement in community-
based deterrence initiatives. No material
theft events were recorded at these sites
during the second half of2025
– Strengthened performance optimisation
efforts through systematic monitoring of
site soiling levels to trigger timely module
cleaning, with a particular focus on the
Company’s North Carolina assets. Panel
washing undertaken at the Olympos
and Granite portfolio during the period
delivered performance improvements
inline with expectations
– Established and expanded relationships
with qualified third-party service
providers to maintain, repair and
troubleshoot equipment no longer
supported by original equipment
manufacturers, reducing dependency
risk and improvingresponseflexibility
– Assessed the inverters that were
replaced at Granger and Valley Center
and redeployed into the portfolio’s spare
parts inventory, providing additional
contingency coverage for Sedberry
and Tiburon, reducing reliance on new
equipment procurement and improving
long-term operational resilience through
efficient capital utilisation
Collectively, these asset-specific initiatives
reflect a disciplined and targeted approach
to addressing the underlying causes of
underperformance. While remediation efforts
are ongoing and not all benefits have yet
been fully reflected in generation outcomes,
the actions undertaken during the year have
strengthened operational oversight, reduced
structural risks and positioned the portfolio for
more consistent performance goingforward.
2026 PRIORITIES
– Actively manage and support the
ramp-up of newly appointed O&M
subcontractor for Milford and the
Olympos portfolios as technical staff
become familiar with asset conditions,
focusing on consistent execution
standards, faster outage responsetimes
andreduced performance variability
– Continue strengthening in-house
technical capability through
targeted training with key equipment
manufacturers, reducing reliance on
external OEM support and lowering
corrective maintenance costs
– Capture operating efficiencies through
disciplined planning and execution
of field activities, optimising truck-roll
deployment to reduce response times
and minimise unnecessary site visits
– Maintain a structured preventative
maintenance programme,
proactively sequencing works to
maximise equipment availability and
minimise downtime during peak
productionperiods
– Further enhance data collection,
analytics and performance reporting
to improve weather-adjusted
monitoring, support root cause
analysis and inform more effective
prioritisation of O&M resources
– Continue implementation of the
refreshed spare parts strategy to
improve component availability and
reduce outage duration, particularly
for critical equipment
– Sustain enhanced site security and
risk mitigation measures to minimise
the likelihood and impact of theft-
related disruption
– Maintain proactive engagement with
insurance brokers and underwriters,
supported by continued risk mitigation
initiatives and site-level reviews, to
position the portfolio for renewal of
insurance on competitive pricing
andcoverage terms
27
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
$120
$100
$80
$60
$40
$20
2035F2026F 2027F 2028F 2029F 2030F 2031F 2032F 2033F 2034F
Contracted Revenue
Uncontracted Revenue
0
REVENUE
Consistent with the Company’s investment policy, a substantial portion of portfolio revenues are derived from contracted sources.
Over the next ten years, approximately 73% of forecast revenue is expected to be generated from energy and REC offtake agreements. These
agreements are predominantly fixed price with no escalation, which is typical in the US market. While fixed pricing limits exposure to upside
from rising merchant power prices, it provides meaningful protection against short-term market volatility and enhances revenue visibility over
the near to medium term.
Contracted revenue contribution over the next ten years is illustrated in the chart below.
As at 31 December 2025, existing offtake contracting has a capacity-weighted average remaining life of 9.9 years (down from 10.9 years as
at 31 December 2024 due to the passage of time). The Company expects to seek recontracting opportunities for all assets at the appropriate
time closer to the expiration of existing offtake agreements.
OPERATING REVIEW:
ACTIVE ASSET MANAGEMENT CONTINUED
Market
Number
of assets
Capacity
(MWDC)
Share of total
capacity (%)
Average PPA term
remaining years
North Carolina 28 168 38.0% 5.8
Oregon 10 140 31.6% 5.7
California 2 7 1.6% 10.8
Utah 1 128 28.8% 19.9
Total 41 443 100% 9.9 (average)
North Carolina has the largest capacity by market, accounting for 38% of the total portfolio. Oregon and Utah account for 32% and 29% of the
portfolio capacity respectively.
Most of the assets in North Carolina and Oregon are expected to be recontracted in the next ten years. The assets in California have longer
durations on existing PPAs and would be recontracted in the mid-2030s. Milford, the solar asset in Utah is expected to be recontracted in the
mid-2040s. Further market information is included on page 9.
CONTRACTED REVENUE PROPORTION (US$'000S/MWDC)
28
US Solar Fund plc
Annual Report and Financial Statements 2025
6,000
5,000
4,000
3,000
2,000
1,000
0
$,000s
Forecast cash distributions to tax equity
Anticipated tax equity buyout
2026F 2027F 2028F
PORTFOLIO FINANCING
TAX EQUITY
Tax equity was raised to support the construction of all assets within the Company’s portfolio.
As at 31 December 2025:
– Tax equity obligations remain active for Milford, with an expected buyout scheduled in 2028 in the order of $3.5 million, which is considered
in projected cash flows. In accordance with senior debt obligations, funding required for the buyout is being reserved in quarterly
instalments during 2026, 2027 and 2028
– Tax equity partnerships and obligations relating to each of the Granite, Heelstone, Olympos and Euryalus portfolios have been fully bought
out in accordance with original payment schedules
FORECAST PAYMENTS TO TAX EQUITY ($’000S)
Portfolio Tax equity
Milford Active. Buyout scheduled 2028
Olympos Buy-out completed 2025
Euryalus Buy-out completed 2025
Heelstone Buy-out completed 2023
Granite Buy-out completed 2020
US$’000s 2026F 2027F 2028F
Forecast cash distributions $3,000 $3,000 $1,900
Forecast buyout – – $3,500
29
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
A ‘mini-perm term loan’ is a loan where
the amortisation period and the legal tenor
of the loan are different. For example, the
Company’s portfolio-level facilities have
longer amortisation periods aligned with
the term of existing PPAs (see ‘Amortisation
Profile’ in the above table), whereas the legal
tenors are for shorter periods (see ‘Legal
Maturity’ in the above table).
OPERATING REVIEW:
ACTIVE ASSET MANAGEMENT CONTINUED
2046
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2045
2044
12.0
10.0
8.0
6.0
4.0
2.0
0.0
$m
FORECAST DEBT AMORTISATION ($M)
SENIOR DEBT
In April 2025, the Company completed a
non-recourse portfolio-level debt financing
through its wholly owned subsidiary, USF
Avon, LLC, of approximately $165.6 million,
which includes a term loan, revolving loan
and letter of credit facilities.
The new facility is fully hedged based on
a 22-year amortisation profile providing
resilience in the portfolio’s cash flows
againstmovements in interest rates.
Proceeds from the new facility were used to
repay in full each of the senior debt facilities
that were previously in place for the Milford,
Euryalus and Heelstone portfolios.
The new facility incorporates a $10.6 million
revolving credit facility (RCF) which provides
liquidity for operating expenditures and
replaces the previous $20 million revolving
credit facility held through USF Avon LLC.
Asat 31 December 2025, this revolving
loanis undrawn.
The $27.9 million letter of credit (LC) facility
supports collateral posting requirements and
debt service reserve account requirements.
The availability of this facility enabled the
release of approximately $10 million of
cash collateral previously required to satisfy
offtaker rating requirements under the
Milford PPA. These proceeds have been
reserved to enable the Company to pursue
high-value priority remediation initiatives
aimed at addressing technical issues
impacting asset and portfolio performance.
The portfolio-level debt is summarised in
thetable below:
Borrower Loan type Outstanding loan balance Legal maturity Amortisation profile
USF Avon, LLC Mini-perm term loan
Revolving loan
LC facility
$122.7m
$10.6m
$27.9m
2030
5-year term
2025-2047 (22-year profile)
Total $161.2m
‘LC’ means letter of credit, used to satisfy
collateral posting requirements under the
Milford PPA and to support debt service
reserve account requirements.
The amortisation schedule for the portfolio
is shown below, which includes revised
amortisation in line with the refinanced term
loan which has a 5-year legal tenor.
Thenotional 22-year amortisation profile of
the refinanced term loan is fully hedged in
terms of exposure to movements in base
interest rates (SOFR). Additional refinancings
of the debt facility on equivalent terms to
prior financings of the Company (including
the current financing) is assumed prior to
the maturity of the existing term loan. Actual
outcomes may vary from those presented.
30
US Solar Fund plc
Annual Report and Financial Statements 2025
The additional refinancings of the debt facility included in the valuation reflect the following assumptions
32
.
Metric Refinancing 1 Refinancing 2
Timing 2029 2033
Assumed total debt (excluding ancillary
facilities)
$100m $70m
Sizing 2.0x contracted debt service coverage ratio (DSCR) (P50) for 3.5 years, then 1.30x
contracted sizing (P50) thereafter
GEARING
As at 31 December 2025, the Group's Gearing, calculated as total debt outstanding to GAV, was approximately 40%(31December2024:41%).
COMPARISON AGAINST PRIOR PERIOD
A comparison between the current financing versus the financing as reported at31December 2024 is set out below.
Variable/Fund metric 31 December 2025 As reported 31 December 2024
Portfolio Entire portfolio Euryalus, Milford and Heelstone
Total debt (excluding ancillary facilities) $122.7m $136 million
Total debt (including ancillary facilities) $151.2m $169.9 million
Revolving credit facility $10.6 million (undrawn) $20 million (undrawn)
Legal maturity 2030 (5-year term) 2026, 2027 and 2028
Amortisation profile 22-year profile (2025-2047) 11-year profile (Euryalus)
25-year profile (Milford)
16-year profile (Heelstone)
Gearing 40% 41%
Debt hedged 100% 100%
32 These assumptions are based on Company estimates of future refinancing outcomes. Forecasts are forward looking and based on current expectations and information available as at the date of
this report. Actual results may differ materially.
31
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
APPROACH
The Company looks to maintain an efficient
balance sheet, as well as identifying
opportunities to optimise the capital structure
of the portfolio to maximise returns.
OPERATIONAL PERFORMANCE
– For the 12-month period to 31 December
2025, the portfolio generated $42.0 million
of project revenues* (12-month period to
31 December 2024: $44.9million)
– International Financial Reporting Standards
(IFRS) loss for the year was $49 thousand
(31 December 2024: Loss of $34.9 million).
The loss was primarily the result of the
reduction in the overall unrealised fair value
of the Company’s assets due to changes
to underlying asset cash flow forecasts
and other factors
CORPORATE DEBT FACILITY POSITION
– During the period, the Company
completed a non-recourse portfolio-level
debt financing totalling approximately
$165.6 million, which includes a term
loan, RCF and LC facilities. These facilities
are held by USF Avon LLC, a wholly
owned subsidiary of the Company
– The $10.6 million RCF provides liquidity
for certain operational expenditures and
was undrawn as at 31December 2025
DIVIDENDS
– Dividends of $6.9 million have been
announced in relation to the 2025 financial
year (December 2024 $6.9million)
– Operational dividend cover for the
period was 0.96x (December 2024:
1.10x). Dividend cover is calculated as
net operating cash generation* divided
by dividends declared in the year. The
operational dividend cover ratio seeks
to reflect the sustainability of the level of
dividends paid by looking at underlying
cash generation from the portfolio,
excluding one off items not expected
to be recurring in nature. Total dividend
cover*, which includes one off cash flows
not expected to be recurring, was 1.20x
(December 2024: 0.57x)
– The significant non-recurring cash flows
for 2025 includes this excess refinancing
proceeds. The one-off cash flows for
2024 include costs associated with the
tender offer, REC resolution and the
strategicreview
Benson (Olympos Portfolio)
5.7MW
DC
(North Carolina)
OPERATING REVIEW:
FINANCIAL MANAGEMENT
32
US Solar Fund plc
Annual Report and Financial Statements 2025
SUMMARY OF PORTFOLIO CASH GENERATION
$’m
Year ended
31 December
2025
Year ended
31 December
2024
Project revenue 42.0 44.9
Project operating expenses (14.8) (13.3)
Payments to tax equity (4.1) (4.5)
Portfolio debt expenses (12.4) (13.8)
Project cash flows after debt service 10.7 13.3
Management fees (2.0) (2.5)
Corporate operating expenses (2.0) (3.1)
Revolver interest and fees (0.1) (0.1)
Net operating cash generation (A) 6.6 7.6
One off cash flow adjustments
In 2025, related to refinancing.
In 2024, related to REC resolution, strategic review and tender offer.
1.7 (3.7)
Total cash generation (B) 8.3 3.9
Dividends payable for the year (C) (6.9) (6.9)
Total dividend cover (B)/(C) 1.20x 0.57x
Operational dividend cover (A)/(C) 0.96x 1.10x
ONGOING CHARGES
The ongoing charges ratio for the Company on recurring costs were 1.61% for 2025 (December 2024: 1.54%). Whilst the costs have decreased
in the year, this increased percentage reflects the impact of the decline in average NAV over the year to 31 December 2025 on the costs base
of the Company. The ratio has been calculated using the Association of Investment Companies (AIC) recommended methodology and is set
out in the table below.
$’m
Year ended
31 December
2025
Year ended
31 December
2024
Total administrative expenses per financial statements (3.3) (3.8)
Adjust for non-recurring costs (0.2) (0.2)
Total (3.1) (3.6)
Average NAV 195.2 233.9
Ongoing charges ratio 1.61% 1.54%
Note: Figures may not sum due to rounding
33
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
0
50
100
150
200
250
NAV at
31 December
2024
US$m
NAV at
31 December
2025
Changes in
Operating
Costs
Dividends
Paid
Changes in
Macroeconomic
Assumptions
Changes in
Generation
Assumptions
Changes in
Tax
Assumptions
NAV Return
(Loss)
Changes in
Merchant
Curves
Changes in
Discount
Rates
194.2
(7. 9)
(11.0)
0.8
7.7
0.5
186.2
(4.0)
1.7
4.1
PERFORMANCE
Net Asset Value as at 31 December 2025
was $186.2 million (NAV per share $0.60),
representing a decrease compared to the
December 2024 NAV of $194.2 million (NAV
per share $0.63). Several factors contributed
to this overall decrease.
Underlying asset valuations decreased as
a result of reductions in generation and
increased operating assumptions, partially
offset by updated merchant curves. Further
analysis of the NAV movement is provided
below.
TOTAL SHAREHOLDER RETURN
ANDNAV TOTAL RETURN
The Company’s annualised TSR since
inception to 31 December 2025 was
(53.5%) (31 December 2024 total loss
of (44.3%)). The NAV total return from
inception to 31December 2025 was
(13.4%)(31December 2024: (13.4%)).
VALUATIONS
NAV BRIDGE
– Dividends of $7.9 million were paid to
shareholders in the year
– The changes in operating costs reflect
the valuation impact of portfolio-wide
revisions made to operating expense
assumptions. Assumptions have been
reviewed to align costs to current market
expectations and contributed to a
$4million reduction in NAV
– Changes to tax assumptions includes
changes made to property tax
assumptions over the period. This
includes the favourable outcome of a tax
ruling obtained during the period
– Changes to generation assumptions
reflect the impact of revising generation
assumptions downwards within the
forecast valuation models. The revisions
reflect detailed asset-by-asset analysis
of current performance drivers and
expected remediation timelines. Portfolio-
wide generation forecasts for 2026
and 2027 have been adjusted to reflect
the anticipated pace of operational
improvement. In addition, permanent
reductions have been applied to
generation assumptions for Four Oaks,
NC Solar 1 and Gauss where previously
identified capital initiatives are not
currently expected to be undertaken
– Macroeconomic assumptions including
changes to short-term inflation
assumptions contributed to an uplift of
$0.8 million to NAV
– Changes in merchant curves contributed
an uplift of $7.7 million to NAV. Over the
course of the year, third party energy
price forecasts have increased primarily
due to strengthening electricity demand
in the US and constraints on the
development of new generation capacity
– Discount rates contributed a $0.5 million
uplift to NAV. Although the discount rate
is comparable period on period at 10.8%
(December 2024: 10.8%), changes in
discount rate weighting at the asset level
resulted in a positive uplift. Discount rates
are presented on a pre-tax basis
– The NAV return of $4.1 million reflects the
valuation impacts of cash distributions
from the underlying assets, timing impact
of moving forward the valuation date
from 31 December 2024 to 31 December
2025, one off remediation costs of
$1.6 million, net working capital and
otheradjustments
NET ASSET VALUATION MOVEMENTS (US$m)
OPERATING REVIEW:
INVESTOR RETURNS
34
US Solar Fund plc
Annual Report and Financial Statements 2025
Projected Investment Receipts
$ 000’s
20,000
18,000
16,000
14,000
12,000
10,000
8,000
6,000
4,000
2,000
2026
2027
2028
2029 2030
2031
0
PROJECTED CASH FLOWS FROM USF’S OPERATING PORTFOLIO
PROJECT CASH FLOWS
The chart forecasts the operating cash flow
receipts as at 31 December 2025 based on
the current portfolio financial models.
The projections are provided on a post-tax
basis. The projections include project debt
service, tax equity buyouts, operating costs,
holding company costs, and estimated state
and federal tax payable based on the current
capital structure.
The projections exclude investment
management fees. This chart is not intended
to provide profit guidance and actual
outcomes may vary from those presented.
$186.2m
Net Asset Value 31 December 2025
$0.60
NAV per share
STATISTIC
STATISTIC
Lane II (Olympos Portfolio)
7.5M W
DC
(North Carolina)
35
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
OPERATING REVIEW:
VALUATION METHODOLOGY
(10.38)
( 7.13 )
(5.95)
(5.36)
(4.78)
(5.21)
(2.32)
(1.24)
9.15
7.0 0
7.11
5.35
5.66
4.39
1.61
1.24
Electricity production
(P90/P10)
Operating expenses
(+/- 10%)
Electricity prices (-/+ 10%)
Useful life (-/+ 3 years)
Inflation rate (-/+ 1.0%)
Discount rate (+/- 1.0%)
Operating expense
Inflation rate
(+/- 1.0%)
Tax rate (+/- 5%)
15.13%(17.16 )%
(11.78)%
(9.83)%
(8.86)%
(7. 91)%
(8.62)%
(3.83)%
(2.05)%
11.57%
11.75%
8.84%
9.35%
2.65%
2.05%
7.25%
VALUATION PROCESS
The NAV approved by the Board takes into
account the overall valuations of portfolio
assets assessed by the Independent Valuer
as at 30 June and 31 December annually.
These valuations form part of the NAV
calculation of the Company, which is subject
to review/audit respectively.
The Company engaged KPMG as the
Independent Valuer to assist in the
calculation of the fair value of its assets.
KPMG is one of the largest valuation firms
in the US with significant experience in
estimating the fair value of solar and other
renewable energy assets. In line with the
Company’s policy, all of its operating assets
were externally valued at 31 December 2025.
The Administrator, in conjunction with the
Investment Manager, calculates the NAV and
the NAV per Ordinary Share, based on the
valuation range and discount rates provided
by the Independent Valuer. This is submitted
to the Board for its approval. The valuation
has been calculated in accordance with
Uniform Standards of Professional Appraisal
Practice (USPAP) as applied to PV electricity
generation systems in the US.
Fair value for operational solar assets is
derived from a discounted cash flow (DCF)
methodology using pre-tax cash flows and a
pre-tax discount rate. In a DCF analysis, the
fair value of the assets 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 range.
The Independent Valuer has reviewed a
range of sources in determining the fair
market valuation of the solar assets,
including but not limited to:
– discount rates publicly disclosed by the
Company’s global peers;
– discount rates applicable to comparable
infrastructure asset classes;
– quality of cash flow forecasts in terms
ofoperations;
– the level of gearing at each investment
level; and
– capital asset price model outputs and
implied risk premium over relevant risk-
free rates.
A broad range of assumptions are used
in valuation models. Where possible,
assumptions are based on observable long-
term historical technical and/or market data.
The budgeted operational costs are based
on technical data and the implicit refinancing
costs for the portfolio is based on market
data. The Company also engages technical
experts to provide a long-term electricity
price forecast which is a critical datapoint
used to forecast revenues.
VALUATION ASSUMPTIONS
AND SENSITIVITIES
The key assumptions the Directors believe
would have a material impact upon the fair
value of the investments are set out below.
A sensitivity analysis is used to assess the
impact of changes in key assumptions on
the fair value of the Company’s investments.
The sensitivities shown assume the relevant
input is changed over the entire useful life of
each of the assets, while all other variables
remain constant. All sensitivities have been
calculated independently of each other.
DISCOUNT RATE
The discount rate used in the valuation
of the portfolio is derived from long term
government bond yields, plus an investment
specific risk premium, reflecting the risk
of investing in the portfolio. The discount
rate also reflects the Independent Valuer’s
view of the transactional activity in the
relevant market along with implied execution
discount rates.
As at 31 December 2025, the discount rate
was 10.8% (December 2024: 10.8%). The
discount rates are presented on a pre-tax
basis.
The sensitivity demonstrates the impact
of a change in the discount rate applied
to the pre-tax, cash flows from all of the
Company’s assets as at 31 December 2025.
A range of +/- 1.0% has been considered
to determine the resultant impact on the
Company’s NAV per share and the fair value
of its assets. A sensitivity of +/-1.0% is in line
with discount rate sensitivities utilised by the
Company’s peers.
CHANGES IN CENTS PER SHARE
36
US Solar Fund plc
Annual Report and Financial Statements 2025
ELECTRICITY PRODUCTION
The Company’s assets are valued
based upon a forecast P50 solar energy
generation profile (being a 50% probability
that this generation estimate will be met or
exceeded). A technical adviser has derived
this generation estimate considering a range
of irradiation datasets, satellite and ground-
based measurements, and site-specific
loss factors including module performance
degradation, module mismatch and inverter
losses. These items are then considered
in deriving the anticipated production
of the individual solar asset (MWh per
annum) based upon a 50% probability
ofexceedance.
This sensitivity estimates the impact on the
fair value of the assets and NAV per share
of a change of production estimates to P90
(90% probability of being exceeded) and a
P10 generation estimate (10% probability of
being exceeded).
As P10 generation estimates were not
independently obtained for each solar asset
around the time of the asset acquisition,
the Board has determined a proxy P10
estimate for those assets by assessing the
relationship between the independently
determined P50 and P90 generation
estimates for each of the assets
in the Operating Portfolio (e.g. a one year
P90 generation estimate might be 92.5%
of a one year P50 generation estimate,
implying that it is 7.5% lower than the P50
generationestimate).
In determining the proxy P10 generation
estimate, the Board has assumed that the
relationship between a P50 generation
estimate and a P10 generation estimate is
the same as that between a P50 generation
estimate and a P90 generation estimate in
absolute terms. Therefore, a one-year P10
generation estimate by this methodology
would be 107.5% (i.e. 100% + 7.5%) of the
asset’s P50 generation estimate.
MERCHANT PERIOD
ELECTRICITY PRICES
Each of the Company’s assets have
long-term PPAs in place with creditworthy
offtakers. PPA prices are not impacted by
energy price changes. For the post-PPA
period of each asset, the Board uses long-
term electricity price forecasts that have
been prepared by market consultants in
their determination of the fair value of the
Company’s assets. These forecasts from
market consultants take into consideration
climate change related factors when pricing
the electricity price forecasts.
Long-term electricity price forecasts are
obtained every six months from two leading
independent power price forecasting firms
for each jurisdiction in which the solar
assets are located. The two most recent
electricity price forecasts from each firm
are averaged to project the prices at which
existing PPAs will be recontracted. The
averaging of curves and providers is used to
prevent the valuation of the portfolio being
unduly influenced by one forecaster’s set of
assumptions; to mitigate potential forecaster
errors in a particular period; and to reduce
the timing risk inherent in valuing the
portfolio shortly before curve updates are
released. The Independent Valuer assesses
these forecast prices for reasonableness
against their own internal forecasts and
others in the marketplace.
The sensitivities show the impact of an
increase/decrease in power prices for each
year of the power price curve over the
remaining economic life after the conclusion
of the existing PPAs. A flat 10% increase/
decrease in market electricity prices from
forecasted levels over the remaining asset
life of all plants has been used in the
sensitivity analysis.
Tate (Olympos Portfolio)
6.5MW
DC
(North Carolina)
37
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
0
20
40
60
80
100
120
140
160
180
31/12/2025
30/06/2025
31/12/2024
28/06/2024
29/12/2023
30/06/2023
30/12/2022
30/06/2022
31/12/2021
30/06/2021
31/12/2020
30/06/2020
31/12/2019
28/06/2019
16/04/2019
33 -35.4% (weighted average) and -40.7% (simple average). (Morningstar, 16 February 2026).
SHARE PRICE AND NAV TOTAL RETURN
Share Price total return NAV total return FTSE All-Share Index total return
Index
OPERATING EXPENSES
The operating costs of the Company’s assets
include annual O&M, asset management,
insurance expenses, land lease expenses,
major maintenance, and general administration
expenses. O&M and asset management
costs are mostly contracted for periods of
up to five years; the costs of operations,
maintenance and asset management activities
for the assets covered by these contracts are
subjectto change upon recontracting.
The Investment Manager carried out a review
of the operating costs in the underlying
financial models where the costs were
aligned with the most recent budgets
approved by the relevant asset management
teams. Costs that are not contractual have
been escalated at the Investment Manager’s
long term inflation forecasts.
The sensitivity above assumes a 10%
increase/decrease in annual operating costs
for all underlying assets and the resultant
impact on the Company’s fair value of
investments and NAV per share.
OPERATING LIFE
The useful operating life of a solar asset is
generally accepted by Independent Valuers
to be the lesser of the lease term for the
asset site and the independent engineer’s
assessment of the asset’s useful life. The
useful life assumption for each asset is
typically 35–40 years.
The sensitivity above assumes a three-year
increase/decrease in the useful operating
life of the Company’s solar assets, and the
resultant impact on the Company’s fair value
of investments and NAV per share.
INTEREST RATE ON DEBT FACILITIES
Base interest rates on the Company’s drawn
amortising debt facilities are fully hedged for
the amortisation period of the relevant loan
which includes the initial term and one or
more subsequent refinancings. In general,
the amortisation period on term loans
matches the PPA term.
SHARE PRICE PERFORMANCE
AND DIVIDENDS
In line with the broader renewable energy
infrastructure sector
33
, and in the wake of
widespread macroeconomic volatility, further
compounded by the significant changes to
US energy and trade policy, the Company’s
share price traded at a sustained discount
to NAV. The share price based on closing
price as at 31 December 2025 was
$0.34 representing a 43.8% discount to
the 31December 2025 NAV (December
2024: 31.8% discount). Dividends of $7.9
million were paid to investors over 2025
(December2024: $10.3 million).
The graph below represents the Company’s
performance over the reporting periods
since the Company’s Ordinary Shares were
first listed on the London Stock Exchange,
and shows share price total return and net
asset value total return performance. The
share price total return exhibits share price
movement plus dividends assumed to be
reinvested since IPO. The NAV total return is
based on the NAV movement plus dividends
paid since the IPO.
All series are rebased to 100 at 16 April
2019, being the date the Company’s
shareswerelisted.
TAX
The US imposes a tax on profits of US
resident corporations at a rate of 21%.
The sensitivity assumes the US corporate
tax rate increases/decreases by 5% (to
26%/16%) and shows the resultant impact
on the Company’s fair value of investments
and NAV per share.
INFLATION
USF considers inflation in terms of potential
impact on cash flows from the existing
portfolio and NAV. Following a period of higher
inflation, there has been a gradual downward
trend which is expected to continue.
Higher inflation generally has a positive impact
on the Company’s NAV through increased
merchant pricing expectations, but would be
expected to negatively impact the Company’s
short to medium term portfolio cash flows.
This is a result of increased costs, including
insurance, wages, equipment and other costs
which may materialise on expiry of short-term
O&M and AM contracts versus the more
stable revenue from USF’s long-term PPAs.
OTHER VALUATION INPUTS
OPERATING EXPENSE INFLATION RATE
Where there are uncontracted operating
costs, the Investment Manager has
assumed these costs will be recontracted at
existing price levels, escalated in accordance
with long term inflation assumptions. The
sensitivity above assumes a 10% increase/
decrease in inflation rates applied to long
term operating costs for all underlying assets
and the resultant impact on the Company’s
fair value of investments and NAV per share.
OPERATING REVIEW:
VALUATION METHODOLOGY CONTINUED
38
US Solar Fund plc
Annual Report and Financial Statements 2025
APPROACH
USF was established to contribute to
global efforts to address the impacts of
climate change and better manage the
world’s resources for present and future
generations. The Company is focused on
sustainability, both in its driving purpose
as an investor in solar generation capacity,
and also in the way the Company is
managed. In addition to USF’s sustainable
fundamentals, the Company seeks to
conduct its business in a sustainable way,
to ensure that its impact is positive and
that the risk of potential adverse impacts is
reduced or removed entirely. To do this, the
Company draws on several benchmarks
and frameworks to guide its approach to
Environmental, Social and Governance
(ESG) risk and opportunity management.
APPLICATION OF
SUSTAINABILITYFRAMEWORKS
Part of the process for data selection involves
using international sustainability frameworks
and reporting standards as guidance.
There are several frameworks with which
the Company aligns partially (using the
framework as a starting point from which
to develop accounting practices) or fully
(complying with the framework requirements).
These are summarised below.
SUSTAINABLE DEVELOPMENT
GOALS (SDGS)
The Company supports the 2030 Agenda
for Sustainable Development adopted by
the UN Member States in 2015. Considering
contribution to the SDGs is a key part of the
Company’s approach to ESG integration.
SUSTAINABLE FINANCE
DISCLOSURE REGULATION
The Company is not required to report
through the Sustainable Financial Disclosure
Regulation (SFDR) framework and is not
currently aligned with full SFDR disclosures.
However, the Board and Investment
Manager recognise the value of the
framework broadly and the specific
relevance to EU based shareholders.
Since its 2019 IPO, USF has consistently
reported on ESG and sustainability
considerations throughout its Interim
and Annual Reports. In February 2022,
the Company published its first annual
Sustainability Report covering 2021. In March
2024, the Company published its second
Sustainability Report covering 2023. These
reports represent meaningful alignment
with the European Union SFDR by providing
Principal Adverse Impact (PAI) data in the
format prescribed in Annex 1 of the Delegated
Regulation (EU) 2022/1288 (the ‘Delegated
Act’). Since then, the Company has continued
to include this data within the Annual Report
and can be found on page 43.
SUSTAINABILITY DISCLOSURE
REQUIREMENT
USF is not required to report in line with the
UK Sustainability Disclosure Requirements.
Notwithstanding that the rules do not directly
apply to the Company, the Board has a
strong commitment to clear and transparent
disclosures for investors and, working with
the Investment Manager, aims to comply
with the anti-greenwashing rule and
associated guidance.
TASKFORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (TCFD)
The Company voluntarily complies with and
provides climate-related financial disclosures
consistent with the recommendations of
the Task Force on Climate-related Financial
Disclosures (TCFD) under the UK Listing
Rules issued by the Financial Conduct
Authority. The disclosures on the following
pages summarise USF’s position against the
11 recommended TCFD disclosures across
the four pillars of Governance, Strategy, Risk
Management and Metrics and Targets.
The Company commenced voluntarily
reporting against the TCFD framework in
the 2021 Annual Report to further assist
shareholders and other market participants
to review and understand the Company’s
consideration of, and approach to, ESG and
sustainability risks and opportunities. Please
refer to pages 44-51 for more information.
PARTNERSHIP FOR CARBON
ACCOUNTING FINANCIALS
The Partnership for Carbon Accounting
Financials (PCAF) is a global initiative that
encourages transparency within the financial
industry. The Company’s financed emissions
have been quantified in accordance with
the PCAF Financed Emissions Standard
34
,
which aligns with the greenhouse gas
emissions (GHG) disclosures set out in the
SFDR Principal Adverse Impacts as well as
the TCFD’s recommended metrics for asset
managers. This includes the disclosure of
investments-level Scope 1 and 2 Emissions,
and this year, material Scope 3 Emissions.
OTHER ESG FRAMEWORKS
The Company will continue to monitor other
developing ESG frameworks closely, such
as the EU sustainability reporting standards
drafted by the European Financial Reporting
Advisory Group (EFRAG) as part of the
Corporate Sustainability Reporting Directive
(CSRD). The Company will also closely
follow the developments of the International
Financial Reporting Standards Foundation’s
International Sustainability Standards
Board (ISSB) in their aim of establishing
global sustainability disclosure standards
as well as the Taskforce on Nature-related
Financial Disclosures (TNFD), which is a
developing framework for assessing nature-
related risks. The Company aims to provide
shareholders with disclosures required for
their own reporting purposes.
APPROACH TO RESPONSIBLE INVESTMENT DISCLOSURES
34 PCAF (2025). The Global GHG Accounting and Reporting Standard Part A: Financed Emissions. Third Edition.
RESPONSIBLE INVESTMENT
39
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
CONTRIBUTION TO THE SUSTAINABLE DEVELOPMENT GOALS
The Company draws on the SDGs to demonstrate the positive environmental and social
characteristics of its investments. This page highlights the primary SDGs that are supported
by the Company’s investments, alongside alignment of the full portfolio by fair value.
41
Solar powered plants in
the United States
443 MWDC
Total portfolio capacity
c.1.3m
Solar panels generating
emissions-free electricity
676 GWh
Electricity produced
65,600
US equivalent homes powered
103,400
Equivalent US cars displaced
434,100
Tonnes of CO
2
e
displaced annually
Portfolio contribution
to the SDGs
AFFORDABLE AND CLEAN ENERGY
The 41 solar power projects in USF’s portfolio had a combined
capacity of 443MW
DC
during 2025. This power replaces fossil-fuel
generated power, thereby displacing CO
2
e emissions. USF’s 41
assets were responsible for displacing the equivalent of 434,100
tonnes of CO
2
e in 2025, equivalent to powering 65,600 US homes
or removing 103,400 equivalent US cars from the road.
DECENT WORK AND ECONOMIC GROWTH
Solar farms create employment opportunities throughout their
lifecycle, from construction and installation to operation and
maintenance. These projects stimulate economic growth by
attracting investment, fostering innovation in the renewable energy
sector, and supporting local businesses involved in supply chains.
CLIMATE ACTION
Solar farms play a crucial role in combating climate change by
reducing reliance on fossil fuels and decreasing carbon emissions.
By generating clean energy, they help to mitigate the impacts of
climate change, such as extreme weather events, sea-level rise,
and disruptions to ecosystems and communities. Solar energy
also contributes to building climate resilience by diversifying energy
sources and increasing energy security.
INDUSTRY, INNOVATION AND INFRASTRUCTURE
Solar farms drive innovation in technology and infrastructure related
to solar energy generation, such as photovoltaic cell efficiency,
energy storage solutions, and smart grid technologies. They
contribute to the development of sustainable infrastructure by
expanding the renewable energy infrastructure and enhancing
energy access and reliability.
The statistics show the positive contributions the Company’s investments
are making in support of the SDGs described above.
RESPONSIBLE INVESTMENT CONTINUED
40
US Solar Fund plc
Annual Report and Financial Statements 2025
FINANCED GHG EMISSIONS
APPROACH
The Company seeks to monitor GHG
emissions across its portfolio and
support decarbonisation initiatives where
possible. In current carbon accounting
models, ownership of GHGs associated
with investments and lending activities is
considered part of a financial institution’s
carbon footprint. Specifically, GHG protocol
accounting standards define these GHGs as
Scope 3 Category 15 investment emissions
or ‘financed emissions’.
Quantifying the financed emissions of the
investment portfolio is important for the
Company to help develop decarbonisation
strategies and to better understand its own
climate-related Transition Risks.
The Company has self-assessed the data
quality of its financed emissions, in line with
the PCAF approach, and has quantified
a weighted data quality score of 4 for its
portfolio GHG emissions (High Quality = 1
Low Quality = 5). Data is a combination of
primary data and estimated primary data
to inform greenhouse gas emissions for
theportfolio.
Scope 3 Financed emissions indicator Scope
31 December
2025
31 December
2024
Total attributed GHG emissions (tCO
2
e)
Scope 1 of investments
108 108
Scope 2 of investments
0 0
Scope 3 of investments
848 292
Total Scope 1, 2 and 3
956 400
Carbon footprint (tCO
2
e/£m invested)
Total
2.52 0.89
GHG intensity of investments (tCO
2
e/£m revenue)
Total
51.55 12.99
GHG emissions avoided
35
(tCO
2
e)
Total
434,100 448,600
PORTFOLIO EMISSIONS
As described on the following page, the
Company has applied the PCAF guidance to
calculate its total attributed GHG emissions
(the Company’s Scope 3 category 15
investment emissions). This includes the
Scope 1, 2 and material Scope 3 Emissions
of each investment, attributed to the
Company based on its proportional share
ofthe equity and debt in each investment.
The carbon footprint metric aligns with
PCAF’s ‘economic emission intensity’ and
is the Company’s total attributed emissions,
normalised by the total equity and debt
the Company invests across the portfolio.
For the GHG intensity of investments
metric the Company has applied the TCFD
recommended approach for calculating a
Weighted Average Carbon Intensity (WACI).
As shown in the figures below, the
Company’s financed emissions are
significantly lower than the emissions
avoided due to financing solar installations.
35 Emissions avoided have been calculated using the US Environment Protection Agency AVERT.
RESPONSIBLE INVESTMENT CONTINUED
41
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
SUSTAINABLE FINANCE DISCLOSURE REGULATION
PRINCIPAL ADVERSE
IMPACT INDICATORS
The Company aims to minimise any negative
impacts that may arise from its investments.
In support of this aim, the Company has
expanded its data collection process to
include SFDR Principal Adverse Impact
indicators from 2022.
Although the Company does not follow
the format prescribed within the SFDR
Regulatory Technical Standards (RTS) for
considering Principal Adverse Impacts, it
is drawing on data collected to inform its
approach to asset management.
These disclosures apply to most of the
investments in the Company’s portfolio and
are in line with the definitions of the 14 core
indicators listed in Annex 1 of the Delegated
Act, which include nine environmental
disclosures and five social indicators.
Data covering the 2025 reporting period
are displayed quantitatively on the following
page. The definitions of these indicators
and calculation methodologies are in the
Appendix of the Sustainability Report.
EU TAXONOMY
The Company and its investments do not
fallwithin the EU Taxonomy regulation,
eitherby location or threshold.
Whilst the Company is not required to
consider alignment with the EU Taxonomy,
it recognises the potential benefit that
Taxonomy disclosures could provide to the
Company’s shareholders. As such, during
2025 the Company will continue to explore
the benefit of working towards developing
disclosures that may support assessing
whether the Company’s investments are
aligned with theEUTaxonomy.
Valley Centre (Heelstone Portfolio)
3.0MWDC (California)
RESPONSIBLE INVESTMENT CONTINUED
42
US Solar Fund plc
Annual Report and Financial Statements 2025
PAI indicators for the Company’s investments covering the year are displayedin a quantitative form below.
Sustainability
linkedindicator Metric Unit
31 December
2025
36
31 December
2024
Investment
GHG
emissions
37, 38
Scope 1 GHG emissions
tCO
2
e 108 108
Scope 2 GHG emissions
tCO
2
e 0 0
Scope 3 GHG emissions
tCO
2
e 848 292
Total GHG emissions
tCO
2
e 956 400
Carbon footprint
tCO
2
e/£m invested 2.52 0.89
GHG intensity of investee companies
tCO
2
e/£m revenue 51.55 12.99
Share of investments in companies active in the fossil
fuelsector %
% 0 0
Share of non-renewable energy consumption and
non-renewable energy production of investee
companiesfrom non-renewable energy sources
comparedtorenewable energy sources,
expressedasapercentage of total energy sources
% 0%
(production)
100%
(consumption)
0%
(production)
100%
(consumption)
Biodiversity
38
Share of investments in investee companies with sites/
operations located in or near to biodiversity-sensitive areas
where activities of those investee companies negatively
affectthose areas
% 0 0
Water
38
Tonnes of emissions to water generated by investee
companies per million GBP invested, expressed as a
weighted average
Tonnes/£m 0 0
Waste
38
Tonnes of hazardous waste and radioactive waste generated
by investee companies per million GBP invested, expressed
as a weighted average
Tonnes/£m 0 0
Social and
employee
matters
39
Share of investments in investee companies that have been
involved in violations of the UN Global Compact (UNGC)
principles or OECD Guidelines for Multinational Enterprises
% 0 0
Share of investments in investee companies without
policies to monitor compliance with the UNGC principles
or OECD Guidelines for Multinational Enterprises or
grievance/complaints handling mechanisms to address
violations of the UNGC principles or OECD Guidelines for
MultinationalEnterprises
% 0 0
Average unadjusted gender pay gap of investee companies
% N/A N/A
Average ratio of female to male board members in investee
companies, expressed as a percentage of all board members
% 25 25
Share of investments in investee companies involved in the
manufacture or selling of controversial weapons
% 0 0
36 PAI indicators cover 100% of the Company’s investments.
37 GHG emissions calculations are based on primary source data for 70% of the portfolio on a Fair Value basis, with estimates used for the remaining 30%.
Where source data was not available, the Company will work with its supply chain over time to improve its data collection processes.
38 Attributed based on the Company’s share of each investments’ total equity and debt.
39 Share of investments based on Fair Value.
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43
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
Climate change presents both transitional and physical risks to the Company’s investments. As such, it continues to be a high priority for
the Company. USF commenced voluntarily reporting against the TCFD framework in the 2021 Annual Report to further assist investors and
other market participants to review and understand USF’s approach and consideration of ESG and Sustainability risks and opportunities.
The disclosures on the following pages were prepared in line with the recommendations of TCFD. The Company is not required to comply
with or provide the climate-related financial disclosures consistent with the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD) under the UK Listing Rules issued by the Financial Conduct Authority. The disclosures on the following pages summarise
USF’s position against the 11 recommended TCFD disclosures across the four pillars of Governance, Strategy, Risk Management and
Metrics and Targets. During the year, the Company enhanced its TCFD-aligned disclosures in relation to Strategy (a), (b) and (c) by defining
short-, medium- and long-term time horizons, distinguishing between physical and transition risks, and linking climate considerations directly
to valuation assumptions, insurance arrangements and financial planning. The Company also expanded its discussion of resilience under
different climate-related scenarios.
A key component of strengthening the Company’s understanding of physical climate risk has been engagement with its insurance provider.
Asset-level information has been shared and discussed in the context of climate hazard data, claims experience and forward-looking risk
assessments. This provides access to market-tested risk insights that inform asset resilience measures and insurance structuring, while
avoiding unnecessary duplication of external modelling costs.
The Company will continue to develop its approach to quantitative scenario analysis in a proportionate manner, working with its Investment
Manager to enhance internal capabilities where supported by appropriate data quality and economic justification. In doing so, the Board will
prioritise improvements that enhance risk management, capital allocation discipline and long-term shareholder value, while remaining aligned
with evolving best practice and regulatory expectations.
RESPONSIBLE INVESTMENT CONTINUED
Eagle Solar (Olympos Portfolio)
5.6MW
DC
(North Carolina)
44
US Solar Fund plc
Annual Report and Financial Statements 2025
GOVERNANCE
Disclose the organisation’s governance around climate-related risks and opportunities.
a) Describe the Board’s
oversight of climate-
related risks and
opportunities.
The USF Board has overall responsibility and oversight of risks and opportunities, which includes climate change.
The Board consists of four independent Directors with diverse backgrounds, experience in various industries and
investment trusts, and demonstrated governance and stewardship skills. A summary of their skills and experience is set
out in the Corporate Governance section of the Annual Report. The experience of the USF Board, particularly around
governance, sustainability and clean energy, supports USF’s environmental credentials derived from its core business as
an investor and owner of utility-scale solar energy assets.
The Company’s policies, including those pertaining to sustainability, are reviewed by the Board and monitored on an
ongoing basis as needed. The Board and Investment Manager discuss risks related to climate change twice a year and
have ultimate oversight of the Company’s risk management framework. Climate change is also considered within the
Company’s risk register at each Board meeting. The Board considers the impacts of climate-related events through its
discussions with the Investment Manager, notably with respect to opportunities through the Company’s annual strategy
reviews and risks through the Company’s risk management framework.
USF’s Board has an Audit Committee whose function is to ensure that the Company maintains standards of integrity,
financial reporting, internal control and risk management systems and corporate governance. One of the main duties of
the Audit Committee is reviewing the risks facing the Company and monitoring the risk register. These include climate-
related risks. Meeting at least semi-annually, the Audit Committee is required to report formally to the Board on its findings
after each meeting on all matters within its duties and responsibilities.
The Board monitors and reviews performance of the portfolio on a quarterly basis and updates on climate-related data on
an annual basis.
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities.
The Investment Manager monitors climate-related legal and regulatory developments in the US and globally and notes
the changing dynamics of weather patterns and local climates that may impact the day-to-day production of USF’s solar
projects. This data informs the investment and operating decisions of the Investment Manager who reports to the Board
atleast quarterly on generation performance and any critical changes.
Amber’s Executive Committee is responsible for the stewardship of its business and affairs. The Executive Committee
discharges its sustainability responsibilities directly through its internal Risk Committee and ESG Steering Committee.
TheCommittee’s primary role is to integrate and strengthen its ESG considerations within investment and asset
management activities at a corporate level. The Investment Manager is supported by a dedicated ESG team, where the
Head of Sustainability was appointed in 2018. Amber’s ESG Steering Committee will engage with USF Audit Committee
and Management Engagement Committee on climate change issues where relevant.
BOARD
The Board
has overall
responsibility
for ESG
considerations
and ensuring
that they are fully
integrated into
all aspects of
the investment
and asset
management
strategies.
INVESTMENT MANAGER
Amber’s Executive Committee, the
majority of whom sit on the Board
of Amber, is responsible for the
stewardship of Amber and oversees
the management of its business
and affairs, including the integration
of ESG. Amber has an established
ESG Steering Committee. The
Committee’s primary role is to
integrate and strengthen its ESG
considerations within investment
andasset management activities,
and at a corporate level.
MANAGEMENT
ENGAGEMENT
COMMITTEE
The Company’s Management
Engagement Committee reviews the
effectiveness of ESG integration by the
Investment Manager.
AUDIT
COMMITTEE
The Company’s Audit and Risk Committee
supports the Company’s approach to
ESG disclosures and ensures all risk
management frameworks consider material
ESG risks, such as climate change.
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45
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
STRATEGY
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and
financial planning where such information is material.
a) Describe the climate-
related risks and
opportunities the
organisation has
identified over the short,
medium and long-term.
The Company’s investments comprise utility-scale solar PV assets in the United States and are exposed to both physical
and transition-related climate risks and opportunities across short-, medium- and long-term time horizons. For the
purposes of disclosure, the Company defines short term as 0–5 years (aligned broadly with its near-term budgeting and
refinancing cycles), medium term as 5–15 years (aligned with debt tenors and major asset lifecycle events), and long term
as 15+ years (aligned with asset design life).
Physical risks
Short term (0–5 years)
In the short term, the principal risks relate to acute physical hazards, including extreme wind events, hail, flooding, wildfire
and heatwaves. These events may result in physical damage to modules, trackers, inverters and substations; temporary
business interruption; reduced availability; and increased insurance deductibles or premiums. Variability in cloud cover and
temperature may also cause deviations from forecast electricity generation, affecting revenue where exposure to merchant
power prices exists.
Medium term (5–15 years)
Over the medium term, the Company considers both acute and chronic physical risks. Chronic increases in average
temperatures may accelerate module degradation rates and reduce panel efficiency. Changes in precipitation patterns
may affect site access, drainage and vegetation management costs. Increased frequency or severity of extreme weather
events may require higher ongoing maintenance expenditure, asset hardening or design modifications at the point of
refinancing or repowering.
Long term (15+ years)
Over the long term, structural shifts in climate patterns, including sustained changes in insolation, temperature profiles and
extreme weather frequency, may affect long-term energy yield assumptions, asset residual values and repoweringeconomics.
Transition risks
Short term (0–5 years)
In the short term, transition risks primarily relate to changes in US federal and state policy, tax incentives, grid
interconnection frameworks and market design. Alterations to support mechanisms, tariffs, trade policy or permitting
regimes could affect pipeline development economics and investor returns.
Medium to long term (5+ years)
Over the medium to long term, evolving carbon policy, market saturation in certain power markets, storage deployment,
and technological advancements (e.g. improvements in module efficiency or competing generation technologies) may
affect power price dynamics, asset competitiveness and long-term cash flows.
Opportunities
The principal climate-related opportunity for the Company across all time horizons is the structural increase in demand
for renewable electricity as part of the US energy transition. Decarbonisation targets, corporate power purchase demand,
electrification of transport and industry, and declining technology costs support continued deployment of solar generation
capacity.
In the short to medium term, supportive policy frameworks and tax incentives may enhance project economics and
expand the Company’s addressable market. Over the long term, repowering opportunities, co-location with storage, and
grid decarbonisation are expected to support the strategic relevance and potential extension of asset lives.
Scenario analysis and data development
The Company has developed an internal climate risk screening tool, which is currently being tested across the portfolio.
The tool has been informed by catastrophe (CAT) hazard data obtained from the Company’s insurance provider and
is designed to map exposure to key weather-related risks at an asset level. This provides a structured view of relative
physical climate risk across the portfolio and strengthens the Company’s understanding of potential hazard exposure.
The tool is intended to act as a practical first step towards more detailed climate scenario analysis. By screening assets
based on factors such as weather hazard exposure and project value, the Company will be able to identify investments that
may warrant deeper analysis. The Board views this risk-based approach as a proportionate and cost-effective way to focus
more detailed scenario analysis where it is most relevant to portfolio resilience and the protection of shareholder value.
Given that the Company is not currently pursuing new investments and its strategic focus is on managing and optimising
an existing portfolio, the disclosure recommended under TCFD Strategy recommendation (b) regarding the resilience of
the organisation’s strategy under different climate-related scenarios has not been presented separately.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
RESPONSIBLE INVESTMENT CONTINUED
46
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGY
b) Describe the impact of
climate-related risks
and opportunities on
the organisation’s
businesses, strategy and
financial planning.
The Company was established to invest in US utility-scale solar PV assets and to benefit from the structural growth in
renewable energy generation. Climate change and the energy transition remain fundamental to the Company’s business
model. Climate-related physical and transition risks are recognised as principal risks given their potential impact on asset
performance, cash flow stability and asset valuations.
The Company is not currently making new investments. Accordingly, climate-related considerations primarily affect
the ongoing management, optimisation and preservation of value within the existing portfolio rather than future
acquisitionstrategy.
Impact on business model and operations
Physical climate risks directly affect electricity generation, asset availability and operating costs. Acute weather events
including extreme wind, hail, flooding, wildfire and prolonged heat, may result in equipment damage, outages or
increased operating expenditure. Chronic trends such as sustained higher temperatures may affect module efficiency and
degradation rates over time.
As a result, climate considerations are integrated into operational oversight and capital allocation decisions for asset
management. For example, increasing wildfire risk in certain regions has led to enhanced vegetation management
programmes. This may include more frequent vegetation clearance, adjusted mowing cycles, buffer zone maintenance
and coordination with local authorities to reduce fire load around sites. While this increases short-term operating
expenditure, it is assessed against the potential financial impact of generation interruption, uninsured losses, reputational
risk and higher future insurance premiums.
Similarly, site drainage improvements, panel cleaning regimes during periods of increased dust or drought, and monitoring
of extreme weather exposure are considered as part of ongoing asset optimisation. These decisions are evaluated through a
value-for-money lens, balancing incremental cost against the protection of long-term cash flows and asset value.
Impact on strategy and capital allocation
The Company continues to rely on geographic diversification across 41 projects in four US states to mitigate concentration
risk to any single extreme weather event. Long-term PPAs (with a weighted average remaining term of 9.9 years) provide
revenue visibility and reduce short-term merchant price exposure, thereby limiting volatility in projected cash flows.
Climate-related risk management is focused on capital preservation, operational resilience and disciplined allocation of
asset management expenditure to protect and sustain shareholder value.
47
US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
STRATEGY
c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
In 2022, the Company undertook a valuation sensitivity exercise to assess the impact of changes in key assumptions,
including electricity production, operating costs, discount rates and asset life on the fair value of its solar portfolio. These
inputs are directly or indirectly influenced by climate-related factors. The Directors concluded that the sensitivities applied
were within a reasonable range based on observable market transactions, operational performance data and insurer
perspectives on longer-term climate volatility.
As part of this 2022 exercise, the principal resilience consideration identified under higher warming scenarios (3–4°C),
is the potential increase in frequency and severity of acute physical events such as wind, hail, flooding and wildfire. The
Company maintains property damage and business interruption insurance designed to mitigate the financial impact of
such events, thereby protecting near-term cash flows and limiting downside valuation risk, subject to policy terms and
market conditions. Insurance arrangements are reviewed periodically to ensure continued adequacy in light of evolving
risk profiles.
Under a 2°C or lower transition-aligned scenario in the same exercise, physical risks were identified to be less severe
over the long term, although market and policy dynamics may evolve more rapidly. As the Company is not pursuing new
investments, exposure to transition risk is primarily linked to longer-term merchant pricing and recontracting assumptions.
During the PPA term, revenues remain fully contracted, providing near- to medium-term cash flow visibility irrespective of
climate pathway.
As listed above, property damage and business interruption insurance arrangements form an important component of
the Company’s resilience framework, helping to mitigate the financial consequences of such events and supporting the
stability of portfolio cash flows, subject to policy coverage. However, the Company has started to make steps towards
updating its assessment of climate risks through different scenarios to enhance its approach to considering the resilience
of the portfolio.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
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48
US Solar Fund plc
Annual Report and Financial Statements 2025
RISK MANAGEMENT
Disclose how the organisation identifies, assesses and manages climate-related risks
a) Describe the
organisation’s processes
for identifying and
assessing climate-
related risks.
The Board is ultimately responsible for the oversight and effectiveness of the Company’s system of internal controls and
for setting the risk appetite of the Company. The Board defines the level and type of risk that the Company considers
appropriate in accordance with the Company’s investment objective and investment policy.
As an externally managed investment company, the Company has contractually delegated day-to-day management of
the Company’s portfolio and risk monitoring to the Investment Manager. This means the Company is also reliant upon the
internal systems and controls of the Investment Manager and its other service providers to manage risk effectively.
The Investment Manager has designed an extensive risk management framework to identify, assess and manage principal
and emerging risks, which are reviewed with the Company’s Audit Committee semi-annually. This includes assessing both
the probability of occurrence and impact along with key mitigants. In the case of new or emerging risks and changes to
existing risks, assessment occurs as needed outside this semi-annual cycle in response to such new or emerging risks
or changes. The identification, assessment and management of risk are fundamental to the Investment Manager’s role of
managing the Company’s portfolio on a day-to-day basis.
USF’s Board and Investment Manager review and update the risk register twice a year, including assessing climate risks
as relevant based on legal and regulatory developments, industry reports and research and data gathered from its own
portfolio of assets.
The Company considers existing and emerging regulatory requirements, including the UK Sustainability Disclosure
Requirements but also the proliferating regulatory environment in the US.
The Company notes the evolving regulatory landscape in the United States, including the rollback of certain climate-
related reporting requirements at the federal level alongside the introduction of enhanced disclosure requirements in states
such as California, Illinois, Colorado and New York. The Board continues to monitor these developments to ensure that
the Company’s approach remains appropriate and proportionate to its operational footprint and investor expectations.
As part of its assessment of physical climate risk, the Company has engaged with its insurance provider to review asset-
level climate hazard data, claims experience and forward-looking risk assessments. This engagement provides market-
tested insight into the evolving physical risk profile of the portfolio and supports both insurance structuring and operational
risk mitigation. The Board considers this dialogue an important component of its climate risk assessment framework and
is pleased to have been able to use it to develop a new climate risk screening tool.
The Company will continue to explore proportionate approaches to scenario analysis and enhanced climate modelling,
where supported by reliable data and clear decision-usefulness. Any further analytical development will be carefully
balanced against cost considerations and the Company’s strategy of managing and realising value from its existing
portfolio. In doing so, the Board seeks to strengthen resilience to climate-related risks while maintaining capital discipline
and delivering value for shareholders.
b) Describe the
organisation’s processes
for managing climate-
related risks.
The Investment Manager’s asset management team is responsible for reviewing asset performance, operations and
maintenance and external asset management providers to ensure project-level environmental and climate risks are being
managed and mitigated at the project level, including design loading, geographic diversity, insurance, snow clearing and
panel cleaning. Further disclosure is included in the Principal Risks and Uncertainties section, including mitigants noted for
operational and climate related risks.
Materiality assessment is based on informed judgment taking account of both the probability of occurrence and the
potential impact of risks. The Company considers factors such as financial significance, stakeholder expectations, and
operational impacts when evaluating risks and opportunities. The Company's approach involves careful analysis and
consultation with stakeholders to determine the significance of issues to its solar investment portfolio.
c) Describe how processes
for identifying, assessing
and managing climate-
related risks are
integrated into the
organisation’s overall
risk management.
The Investment Manager maintains an enterprise-wide risk register and updates are presented to the Board semi-annually
for review and updating. Climate-related risks are included in this framework with risk assessed in terms of likelihood of
occurrence, and potential impact. The USF Board and the Investment Manager are acutely aware of the significance of
climate-related risks in terms of the performance of individual assets, and the extent to which correlated events may have
an overall effect on the performance of the portfolio.
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US Solar Fund plc
Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
METRICS
Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material.
a) Disclose the metrics
used by the organisation
to assess climate-
related risks and
opportunities in line
with its strategy and risk
managementprocess.
The Company invests in and sells energy generated by its solar assets to energy offtakers, directly contributing to
renewable energy infrastructure and renewable power generation. The Company uses a variety of metrics to monitor
the contribution to mitigating climate change, including GWh of renewable energy generation, tonnes of carbon dioxide
emissions displaced and number of homes powered by clean energy
40
. The Company and Investment Manager considers
several metrics that relate to climate related risks and opportunities. At this stage, the metrics are used to manage a pool
of climate-related risks, rather than specific metrics for specific risks, including:
– Proportion of asset life and revenues with fixed price off-take agreements, which influences the extent to which changes
in merchant prices affects forecast cash flows and the portfolio valuation
41
– Generation performance to expectations, where variances are examined for root causes, including longitudinal climate-
related impacts on potential asset availability
42
– Regional diversification is a critical aspect of USF’s climate risk management with budget generation, revenue and NAV
spread across 41 projects and four states. Performance metrics for 2025 as follows:
State
% of Actual
Generation
MWh
% of Budget
Generation
MWh
% of Weather-
Adjusted Budget
Generation
MWh % of Revenue % of NAV
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
North
Carolina 29.4% 30.7% 31.6% 31.5% 31.6% 32.0% 31.6% 33.1% 38.3% 51.8%
Oregon 30.6% 31.6% 31.3% 31.3% 31.4% 31.3% 46.1% 47.0% 44.1% 36.4%
Utah 38.7% 36.4% 35.4% 35.4% 35.1% 34.9% 20.0% 17.7% 14.7% 9.3%
California 1.3% 1.3% 1.8% 1.8% 2.0% 1.8% 2.3% 2.2% 2.9% 2.5%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
The Company does not use an internal carbon price. As the Company has no employees, performance metrics are not incorporated
into remuneration policies. Board remuneration is fixed. Details of the fees paid to Directors in the period are set out in the Directors’
Remuneration Report on pages 77-78.
b) Disclose Scope 1, Scope
2 and, if appropriate,
Scope 3 GHG emissions,
and the related risks.
Due to the nature of its business, the Company has no Scope 1 or Scope 2 greenhouse gas emissions. The Company’s
Scope 3 emissions primarily relate to the emissions of its investments (total of investment Scope 1, 2 and 3 emissions).
The Company seeks to monitor its Scope 3 investment emissions (financed emissions) across its portfolio and support
decarbonisation initiatives where possible. However, due to the nature of the Company’s investments, emissions
associated with the operation of its investments are considered a low risk.
During 2025, the Company’s Investment Manager undertook a data collection exercise to capture a complete set of
Scope 1, 2 and material Scope 3 emissions data for all of its investments. The Company requested Scope 1 and 2
emissions as a minimum from all assets, along with Scope 3 emissions where available. Amber collected comprehensive
GHG activity data (e.g. mobile fuel usage), which was used to quantify Scope 1, 2 and 3 emissions using its bespoke
carbon tool.
During the year, changes in certain O&M operators resulted in temporary gaps in historical activity data at a number
of sites. In these instances, emissions have been estimated using reasonable and supportable assumptions based on
available operational data and standard emission factors. The Company expects data quality to improve as new operators
are embedded and reporting processes are standardised across the portfolio.
40 Data disclosed on page 40 of this report.
41 Data is for internal purposes and not disclosed due to potential market sensitivities.
42 Please refer to portfolio performance section of the Annual Report for more information.
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US Solar Fund plc
Annual Report and Financial Statements 2025
METRICS
b) Disclose Scope 1, Scope
2 and, if appropriate,
Scope 3 GHG emissions,
and the related risks.
continued
The Board considers that the short-term limitations in emissions data are outweighed by the anticipated near-term
improvement in operational performance arising from the change in O&M providers, alongside the expectation of more
consistent and higher-quality sustainability data over the longer term. The Company will continue to refine its data
collection processes to enhance accuracy, completeness and comparability of emissions reporting in future periods.
The Company’s financed emissions were quantified, on an operational control basis
43
, in accordance with the PCAF
Financed Emissions Standard, which aligns with GHG disclosures set out in the SFDR PAIs as well as the TCFD’s
recommended metrics for asset managers.
This approach included the attribution of financed emissions to the Company using a ratio of the value of the Company’s
investment in relation to the total equity and debt of an investment, as set out in the PCAF standard. Further information
on this approach can be found in the Appendix.
USF SCOPE 3 FINANCED EMISSIONS INDICATOR Scope 31 December 2025 31 December 2024
Total attributed GHG emissions
Scope 1 of investments
108 108
tCO
2
e
Scope 2 of investments
0 0
Scope 3 of investments
848
44
292
Total
956 400
Carbon footprint (tCO
2
e/£m invested)
Total
2.52 0.89
GHG intensity of investments
(tCO
2
e/£m revenue)
Total
51.55 12.99
Emissions avoided (tCO
2
e)
Total emissions avoided
45
434,100 448,600
c) Describe the
targets used by the
organisation to manage
climate-related risks
and opportunities
and performance
againsttargets.
As the Company’s core business is generating clean energy, the core performance metric is the amount (in GWh) of
electricity generated from its portfolio of utility scale solar projects. In addition, the following secondary performance
metrics are monitored to track the levels of CO
2
e generated by the business, and the net CO
2
e avoided by the renewable
power generated by the portfolio:
– tracking weather-adjusted performance of each plant
46
;
– tracking plant and grid outages and causes
46
; and
– CO
2
emissions displaced
47
.
USF’s portfolio comprises 41 operational solar plants and the portfolio was responsible for displacing an estimated
434,100 tonnes of CO
2
e emissions during 2025.
Given that the Company’s core activity is the financing and ownership of renewable energy generation assets, its direct
operational greenhouse gas emissions are minimal and largely limited to corporate administrative activities. As such,
conventional operational emissions-reduction targets are not considered a material measure of the Company’s climate
performance at this time. Instead, the Company’s climate impact is most appropriately assessed through the scale,
reliability and performance of its renewable electricity generation, and the associated emissions displaced through
cleanpower production.
The Company will continue to review its climate-related metrics and disclosures to ensure they remain appropriate and
aligned with evolving regulatory expectations and market best practice.
43 A control approach can be subclassified as either financial control or operational control, and companies using the control approach must pick between these two options for reporting. Using the
operational control approach, an organisation shall account for 100% of emissions from operations over which it or one of its subsidiaries has control and the authority to introduce and implement
operational policies.
44 This increase is attributable to enhanced data coverage.
45 Emissions avoided have been calculated using the US Environment Protection Agency AVERT.
46 Please refer to portfolio performance section of the Annual Report for more information.
47 Disclosed on page 40.
RESPONSIBLE INVESTMENT CONTINUED
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Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
RISK AND RISK MANAGEMENT
The Company is exposed to a range of risks that could disrupt its business model
or adversely affect its reputation, financial position or operational performance.
The Board seeks to manage these risks through a structured risk management
framework designed to identify, assess and monitor risks and to implement
appropriate mitigation measures.
The Board has ultimate responsibility for
the Company’s system of internal controls
and for determining the Company’s risk
appetite, taking into account the Company’s
investment objective and investment policy.
As an externally managed investment
company, the day-to-day management of
the Company’s portfolio and the ongoing
monitoring of risks have been delegated to
the Investment Manager. Accordingly, the
Company also relies on the internal systems
and controls of the Investment Manager
and its other service providers to manage
riskeffectively.
The Investment Manager operates
a comprehensive risk management
framework to identify, assess and manage
the Company’s principal and emerging
risks. These risks are reviewed with the
Audit Committee on at least a semi-annual
basis, with additional reviews undertaken as
required where new risks emerge or existing
risks evolve. The Board maintains a risk
register, which is subject to periodic review
to ensure that appropriate controls remain in
place and that the Company’s risk profile is
adequately monitored.
RISK CATEGORISATION
The Board and the Investment Manager
categorise the most relevant risks to the
Company into the following five key
categories, which have not changed
duringthe period:
(a) legal, regulatory and compliance risks;
(b) political risks;
(c) macroeconomic and market risks;
(d) operational risks; and
(e) climate-related risks (refer
to disclosures made in the
ResponsibleInvestmentsection.
During the period, the global geopolitical
environment remained uncertain, including
continued international tensions and evolving
policy developments in the US following the
change of federal administration in January
2025. These developments have contributed
to volatility in financial markets and the US
renewable energy sector and may indirectly
influence the operating environment for the
Company’s portfolio over time.
The broader solar market has also
experienced a range of external pressures
during the period, including supply chain
constraints, evolving regulatory and policy
frameworks, and increasing focus on the
resilience of energy infrastructure. Within
this context, emerging risks such as cyber
security — reflecting heightened global
attention on critical infrastructure — continue
to be monitored as part of the Company’s
risk oversightframework.
In addition, the Company experienced
operational underperformance across the
portfolio during the year, resulting in reduced
generation and associated cash flows
relative to prior expectations. In response,
the Board declared a nominal Q4 2025
dividend and thereafter will determine
future dividends subject to improved
operationalperformance.
The principal and emerging risks considered
most relevant to the Company, together with
the key mitigation measures in place, are
summarised on pages 54-60. These risks
form part of a broader set of risks that are
monitored on an ongoing basis at the asset,
portfolio and corporate levels.
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PRINCIPAL RISKSRISK HEAT MAP
The diagram below presents the principal
and emerging risks summarised on
pages 54-60, mapped according to their
assessed likelihood of occurrence and
potential impact under the Company’s
riskmanagementframework.
Each numbered marker corresponds to a
principal or emerging risk assessed based
on likelihood of occurrence (Low to High)
and potential impact (Low to High) under the
Company’s risk scoring framework.
Low
Medium High
PROBABILITY
Low Medium High
IMPACT
1
Changes in laws or regulations
2
Political and geopolitical risk
3
Long-term power price fluctuations
4
Interest rate risk
5
Inflation risk
6
Valuation of assets
7
Operational fraud
8
Access to capital from debt providers
andcompliance with existing debt and
taxequity obligations
9
Supply chain procurement risk
10
Counterparty credit risk
11
Underperformance of the Solar Assets
12
Unfavourable weather conditions
13
Climate change or climate-related events
14
Cyber risk
15
Physical Asset
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
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Annual Report and Financial Statements 2025
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
PRINCIPLE RISKS
Movements in risk positioning compared to the prior year reflect changes in risk assessment discussed in the principal risks section.
A) LEGAL, REGULATORY AND COMPLIANCE RISKS
Risk Impact on Company Key mitigants Movement
1. Changes in laws
orregulations
Regulation changes may adversely
affect the business and performance
of the Company. This includes state
and federal laws and regulations
relating to the operation of renewable
energy and energy generation assets
within the four US states where the
Company’s assets are located.
The Company is sensitive to tax
changes for example, including but
not limited to income tax, investment
tax credits and tax restrictions on
renewables. An adverse change in tax
legislation may impact the Company’s
overall returns.
The Company is reliant on the
ongoing compliance by its Investment
Manager with regulations governing
its operations. Non-compliance by the
Investment Manager, or changes to
regulations that adversely affect the
operations of the Investment Manager
may disrupt the Company’s business.
– The Company and Investment Manager closely monitor
changes in legislation at both a federal level and in the
states where the Company’s assets are located. The
Company and Investment Manager also consult with tax,
legal and regulatory experts as required
– State legislation in each of California, North Carolina,
Oregon and Utah remains supportive of renewable
generation which is not expected to change in the short
or medium term
– Changes to federal legislation, including investment tax
credit regimes, have primarily targeted renewable energy
assets that are in development, pre-construction or under
construction. As the Company’s portfolio consists of fully
operational assets, such changes are not expected to
have a material direct impact on the portfolio. The US
energy policy environment continues to evolve under the
current administration, and while further policy initiatives
are possible, the nature and potential impact of any
changes on the Company’s business and performance
remain uncertain
– As a registered investment advisor regulated by the
US Securities and Exchange Commission (SEC), the
Investment Manager is subject to a suite of regulatory
and compliance obligations applicable to its role as
Investment Manager to the Company. Amber has
a comprehensive framework to monitor internal
compliance, which provides comfort and protection
to the Company that the risk of non-compliance is
wellmitigated
B) POLITICAL RISK
Risk Impact on Company Mitigant Movement
2. Political and
geopolitical risk
Geopolitical developments can contribute
to increased political and economic
uncertainty, which may affect financial
markets, investor sentiment and
broader energy market dynamics. Such
developments may indirectly influence
the Company through changes in market
conditions, investor confidence and supply
chain availability for certain equipment and
spare parts.
– The Company’s assets are located within US states
that remain committed to net-zero targets and policies
supportive of renewable generation. State-level policy
frameworks are generally expected to remain supportive
of renewable energy, notwithstanding potential changes
to federal legislation or policy initiatives
– Potential impacts of trade restrictions, tariffs or other
policy measures affecting equipment manufactured
overseas, are actively monitored to assess potential
supply chain implications and mitigate the risk
of shortages or cost increases for key operating
components
– Despite ongoing geopolitical tensions globally, the
Company’s US-based operational assets and contracted
revenues provide insulation from direct geopolitical
disruption, with impacts expected to be primarily indirect
MOVEMENT:
Increase
No change
Decrease
RISK AND RISK MANAGEMENT CONTINUED
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C) MACROECONOMIC AND MARKET RISKS
Risk Impact on Company Mitigant Movement
3. Long-term power
price fluctuations
PPA terms are generally shorter than the
expected useful life of solar assets. As a
result, power price forecasts are used to
estimate the value of cash flows expected to
be generated after PPA expiry and through
to the end of the asset’s useful life. Changes
in wholesale electricity price forecasts may
therefore increase or decrease the revenue
expected to be generated by the assets
following PPA expiry, which may in turn
affect asset valuations.
– The Company secures revenue by acquiring assets with
long-term PPAs in place, with a minimum PPA term of 10
years for each project or portfolio acquisition and a target
weighted average PPA term of approximately 15 years for
the portfolio atacquisition
– Energy price forecasts are monitored regularly and
incorporated into the Company’s valuation process. The
Company uses forecast price curves from two reputable
providers and averages the most recent two forecasting
periods (four curves in total) to reduce the potential impact
of changes in any single forecaster’s assumptions
– Over the next ten years, approximately 73% of forecast
revenue is expected to be generated from contracted
sources, demonstrating the substantial value derived from
existing revenue contracts within the portfolio that are not
exposed to power price fluctuations
4. Interest rate risk
Corporate Debt Facility
The Company has debt facilities with
both fixed and floating interest rates. The
Company is also exposed to interest rate
risk through holding variable rate bank
deposits. As such, changes in interest rates
may have a positive or negative impact
directly on the Company's net income and
consequently the profits of theCompany.
Valuation Discount Rate
Changes in interest rates may also affect
the discount rate used in the valuation of the
assets.
Movements in headline Central Bank
interest rates and the resulting effects
on government bond yields may directly
impact the discount rate used to value the
Company’s investments.
– The base interest rate for all debt is fully hedged for the
term of the loan, providing resilience in the portfolio’s cash
flows against movements in interest rates
– The Company does not bear interest rate risk on its loan to
USF Holding Corp. as the loan rate is fixed for the duration
of the loan facility
– Future increases in market interest rates could also lead to
increases in the discount rate used in the valuation of the
assets, and a resultant reduction in NAV. Please refer to the
interest rate sensitivities provided on page 38 for further
detailon thisexposure
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OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
C) MACROECONOMIC AND MARKET RISKS CONTINUED
Risk Impact on Company Mitigant Movement
5. Inflation risk Increases in inflation may result in higher:
– operating and maintenance costs;
– revenues from higher spot and PPA
electricity prices;
– interest rates for servicing debt (refer
above); and
– discount rates for valuing equity in
existing projects.
The net impact of inflation on the
Company’s portfolio is uncertain
given such impact is determined by
multiple factors (including changes to
post-PPA revenue, O&M contractual
arrangements, prevailing O&M costs,
debt service costs and valuation effects
from higher discount rates).
– In the current elevated inflation environment, there is
ongoing uncertainty around how long above-target
inflation will last. In the US, there has been a gradual
downward trend since June 2022 which is expected to
continue, albeit inflation remains above long-term US
Federal Reserve targets. Informed by existing inflation, past
inflationary trends, economic forecasts, and the medium
and long-term inflation targets articulated by the Federal
Reserve, the Company has adopted what it considers
to be reasonable assumptions for 2026, 2027 and 2028
onwards. Detailed sensitivity analysis is carried out to test
the impact on NAV of variations to these assumptions (for
further details see page 38)
– The Company has existing O&M contracts in place which
are partially or fully fixed fee contracts subject to fixed
annual escalators, which partially mitigates the impact of
increased O&M costs based on increases in inflation above
current forecasts
– As presented in Valuation Methodology section the
portfolio valuation (NAV) has a positive correlation with
inflation. While USF’s existing long-term PPAs provide
price stability, these contracts are not indexed with inflation
and as such the Company will not potentially benefit from
increases in power prices until these contracts come up
for re-contracting, albeit the overall impact on the portfolio
remains positive over the useful life oftheportfolio
– Please refer to the inflation sensitivities provided on page
36 for further detail on this exposure
D) OPERATIONAL RISKS
Risk Impact on Company Mitigant Movement
6. Valuation of assets Valuations of the Company’s assets may
be under or overstated.
– The Company’s assets are valued on a quarterly basis. The
Company appoints an independent valuation firm to assist
in undertaking the valuations of its solar assets on a semi-
annual basis (as at 30 June and 31 December) and such
valuations are rolled forward by the Investment Manager
(as at 31 March and 30 September)
– Valuations presented by the Investment Manager are
supported by comparative analysis of other market
transactions and confirmed by long term discounted cash
flow models. The valuations are reviewed and challenged
by the Board on a quarterly basis
– The Company publishes sensitivities showing how the
performance or valuation portfolio may be affected by
changes in various underlying assumptions. Please refer to
page 36 for furtherdetail on these sensitivities
RISK AND RISK MANAGEMENT CONTINUED
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Annual Report and Financial Statements 2025
D) OPERATIONAL RISKS CONTINUED
Risk Impact on Company Mitigant Movement
7. Operational fraud The Company is potentially exposed to
financial losses from fraudulent activities
related to receipts from counterparties
or wholesale markets, or payments
made to vendors and suppliers.
– The Investment Manager maintains and adheres to
policies, processes and controls designed to prevent and
detect fraud and other irregularities inpayment processes
– In addition, all of the Company’s assets are operational and
the majority of payments to service providers are repeat
payments flowing from existing contractual arrangements
with known counterparties, further mitigating the risk of
large one-off payments to unfamiliar parties (such as may
exist during the construction phase of an asset’s life)
8. Access to capital
from debt providers and
compliance with existing
debt and tax equity
obligations
The Company may not be able to
source funding from suitable debt
providers at competitive terms and
costs which will introduce uncertainty
and potentially higher capital costs for
the Company when refinancing existing
debt arrangements.
The Company may be exposed to risks
from its contractual relationships in
relation to tax equity financing with any
tax equity partner.
– The Company secured portfolio wide financing in April
2025, removing refinancing requirements that would
otherwise have arisen in 2026, 2027 and 2028. Further
details of the financing are included on pages 30-31. This
debt will require refinancing in 2030. Risks relating to future
refinancings are reduced by the operational track record of
the portfolio, and conservative gearing
– Tax equity arrangements associated with the Olympos,
Granite, Euryalus and Heelstone portfolios have been
bought out, significantly simplifying the portfolio’s capital
structure and reducing ongoing compliance obligations.
Milford remains the only asset with outstanding tax equity
obligations, which are expected to be bought out in
2028. The reduction in tax equity structures has simplified
financial obligations across the portfolio and reduced
covenant complexity
– The Company’s $10.6 million corporate revolving credit
facility remained undrawn as of31December 2025
9. Supply chain
procurement risk
The Company may inadvertently acquire
equipment that has been manufactured
with input from forced labour, modern
slavery, or other behaviours contrary to
the Company’s sustainability policy.
Supply chain constraints and
increasingly restrictive manufacturer
service models can increase lead times
for key solar components, creating
greater reliance on equipment suppliers
and raising the risk of outages and
underperformance.
– In response to risks relating to procuring parts or
equipment impacted by forced labour or other factors
contrary to the Company’s sustainability policies, the
Company has adopted heightened due diligence
procedures for new counterparties/suppliers or where
material concerns arise
– In response to procurement delay risks, where feasible,
the Investment Manager works with O&M contractors to
hold adequate inventories of spare parts. In addition to
implementing the spare parts strategy, the Investment
Manager works closely with key equipment suppliers,
including through warranty agreement extensions and
targeted engagement, to improve response times and
reduce future delays
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OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
D) OPERATIONAL RISKS CONTINUED
Risk Impact on Company Mitigant Movement
10. Counterparty
creditrisk
There is the potential for losses to be
incurred due to defaults by material contract
counterparties.
– The Company and the Investment Manager diversify credit
risk across multiple investment-grade counterparties. 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
– The Investment Manager will continue to monitor credit
market conditions, including as they apply to PPA
counterparties
– There have been no material changes to the
creditworthiness of any of the USF counterparties since
31 December 2024
11. Under-performance
of the Solar Assets
The underperformance of solar assets may
lead to reductions in energy generated
and thereby a reduction in revenue that
the asset would be expected to produce.
Underperformance can be caused by both
factors within the Company’s control and
influence (for example maintenance plans
and procedures), and those entirely outside
of the Company’s control (for example
weather, and actions taken by transmission
and distribution utilities).
– Production forecasts used in budgeting are prepared
by reputable third-party advisers to support robust and
independent generation assumptions. Forecasts have been
updated following Board and Investment Manager review
of asset performance and the seven assets requiring capital
works, with more conservative operating assumptions
adopted to reflect current performance and remediation
plans
– The portfolio benefits from diversification across geography,
technology, equipment manufacturers, revenue structures
and offtakers. Assets are located across four states subject
to different weather patterns, reducing the likelihood
that any single factor materially impacts overall portfolio
performance
– Experienced O&M subcontractors are responsible for
day-to-day asset operations, overseen by the Investment
Manager’s asset management function. Performance
monitoring is supported by data capture and analytical tools
to enable early identification and resolution of operational
issues
– Preventative maintenance programs and targeted
remediation works are implemented to address identified
performance issues and support long-term asset reliability.
Where external factors arise, such as grid outages or theft,
the asset management and O&M teams work with utilities,
insurers and local stakeholders to minimise disruption and
restore performance as quickly aspracticable
– The Board and Investment Manager maintain active
oversight of portfolio performance and capital improvement
programs to ensure appropriate actions are taken where
assets do not perform in line with expectations
Please refer to the generation sensitivities provided on page
28 for further detail on this exposure.
RISK AND RISK MANAGEMENT CONTINUED
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Annual Report and Financial Statements 2025
D) OPERATIONAL RISKS CONTINUED
Risk Impact on Company Mitigant Movement
12. Unfavourable
weather conditions
The Company may be exposed to a lower-
than-expected volume of revenue generation
produced by the solar assets caused directly
by unfavourable weather conditions (such
as low solar irradiation) and indirectly via the
risk of damage to the Company’s assets or
power transmission infrastructure caused by
extreme weather events.
– The Company’s portfolio is diversified across a variety of
geographies, which provides a degree of protection against
location-specific weather systems and low solar irradiance
– Project-specific generation forecasts are calibrated to the
historical and expected weather conditions at each specific
site
– The sensitivity of the Company’s NAV to deviations from
energy generation expectations is provided on page 37
13. Climate changeor
climate-related events
The Company may be exposed to lower-
than-expected revenue generation caused
indirectly via the risk of damage to the
Company’s assets or power transmission
infrastructure caused by climate change of
climate related events.
– The Company’s portfolio is diversified across a variety of
geographies, which provides a degree of protection against
the occurrence and impact of climate related events
– The Company’s exposure is mitigated through appropriate
insurance arrangements including property insurance and
business interruption insurance. The Investment Manager
works closely with the Company’s insurer to ensure
coverage is appropriate to properly manage climate-related
events having regard to the location and other asset
specific factors. Identified climate-related risks, which are
evaluated by the Company’s insurer annually on a per
asset basis, and scored according to proprietary climate
modelling tools, include flood, earthquake, wildfire, earth
movement and tornado/hail
14. Cyber risk
The Company may be exposed to
operational disruption resulting from a cyber
incident, including unauthorised access
to information technology or operational
systems. Such incidents could affect the
Company, the Investment Manager, the
Administrator or project-level systems
and may result in the loss, corruption or
misuse of data, or disruption to operational
activities.
The energy sector is increasingly recognised
as critical infrastructure and has been
subject to heightened global focus in relation
to cyber resilience. As a result, cyber threats
remain a relevant and evolving risk for
companies operating energy infrastructure
assets.
– The Company relies on the systems and controls of its key
service providers, principally the Investment Manager and
the Administrator, which maintain policies and procedures
designed to prevent, detect and respond to cyber incidents
– Service providers maintain information security frameworks,
access controls and monitoring procedures designed to
protect systems and dataintegrity
– Robust business continuity and disaster recovery
arrangements are maintained to support operational
resilience in the event of acyberincident
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OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
RISK AND RISK MANAGEMENT CONTINUED
D) OPERATIONAL RISKS CONTINUED
Risk Impact on Company Mitigant Movement
15. Physical asset
The Company may be exposed to
disruptions in operations, reductions
in generation and/or financial penalties
resulting from physical damage to the
Company’s assets or if the Company’s
assets cause damage or harm to its users in
some way.
– The Company’s exposure is mitigated through appropriate
insurance arrangements including property insurance and
business interruption insurance. The Investment Manager
works closely with the Company’s insurer to ensure
coverage is appropriate to properly manage physical risks
faced by the Company’s assets, and compliance with
insurance requirements set by the Company’s offtakers,
grid operators and other key counterparties
– All assets within the Company’s portfolio maintain
documented site security and controlled access protocols,
with O&M scopes including responsibility for administering
site access and maintaining the integrity of site fencing and
access controls
– Asset designs include circuit breakers and safety switches
that will isolate and disconnect a section of an asset or an
entire facility in the event of electrical and/or system faults
– O&M and asset management subcontractors maintain
training requirements and health and safety protocols for all
on-site staff
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Annual Report and Financial Statements 2025
LONGER TERM VIABILITY
The Board is responsible for financial
reporting and controls, including the
approval of the Annual Report and
Accounts, the dividend policy, any significant
changes in accounting policies or practices,
and treasury policies including the use of
derivative financial instruments.
The Board of the Company is also required
to assess the long-term prospects of the
Company according to the AIC Code.
The Board has assessed the principal
risks facing the Company set out above
over a five-year period, which it considers
appropriate given the long-term nature of the
Company’s investments and its long-term
planning horizon. The Board considers a
five-year timeframe to be reasonable on the
basis that the Company is in the initial stage
of operating assets. The key risks facing the
Company have been individually assessed
by the Board. The likelihood and impact of
each risk on the Company prior to and after
specific risk mitigation controls have taken
place have been evaluated.
The key risks facing the Company have been
individually assessed by the Board. Key risks
presented and analysed include but are not
limited to production levels, the availability of
finance and capital, cost exposures and the
discontinuation of the Company. Forecast
Company cash balances have been
analysed under production stress cases.
The Company is projected to be able to
continue operating over the five-year viability
horizon under the downside scenarios
assessed. The likelihood and impact of
each risk on the Company prior to and after
specific risk mitigation controls have taken
place have been evaluated.
The Company owns a portfolio of solar
assets in the US that are fully constructed,
operational and generating renewable
electricity. As a result, it benefits from
substantially predictable and reliable
long-term cash flows and is subject to
a set of risks that can be identified and
assessed. Each solar asset is supported by
a detailed financial model at acquisition and
incorporated into the Company’s valuation
model for quarterly valuations, which are
independently reviewed every half year.
The Board believes the geographical
diversification within the Company’s portfolio
of solar assets helps to withstand and
mitigate many of the emerging and principal
climate, regulatory and operational risks the
Company is likely to face.
As noted in the Chair’s Statement, the Board
has approved the declaration of a nominal
Q4 2025 dividend, reflecting a reduction from
the previously announced dividend target
in line with current generation and revenue
performance, and set having regard to the
Company’s investment trust distribution
requirements. The level of future distributions
will be determined based on improvements
in performance and cash generation.
Notwithstanding this, the Company’s
revenues from investments provide
substantial cover to the operating expenses
of the Special Purpose Vehicles (SPVs), USF
Holding Corp., and the Company and any
other costs likely to be faced by any of them
over the viability assessment period.
After assessing these risks, and reviewing
the Company’s liquidity position, together
with the Company’s commitments, available
but undrawn credit facilities, and forecasts of
future performance under various scenarios,
the Board has a reasonable expectation that
the Company is well positioned to continue
to operate and meet its liabilities over the
short term and the five-year outlook period.
While the Board has no reason to believe
that the Company will not be viable beyond
the specified outlook period, it is aware that
it is difficult to foresee the viability of any
business, including the potential impacts of
climate related risks, over a longer period
given the inherent uncertainty involved.
As noted in the going concern statement
in the Directors’ Report the Directors have
considered the upcoming discontinuation
vote expected at the Company’s Annual
General Meeting (AGM) on 28 May 2026 in
this assessment. Current market dynamics
are not considered conducive to the
Company realising the value of its assets
and the Directors unanimously recommend
that shareholders vote against it. The Board
and Investment Manager will continue to
monitor the market for similar assets as
those held by the Company, with a view to
the realisation of value from the Company’s
assets when the time is right.
That time is not now based on prevailing
market conditions described in the Chair’s
Statement which are not conducive to a sale
for value.
Reflecting this view and initial feedback from
some shareholders (and considering the
75% threshold required) the discontinuation
vote is not expected to be passed. Should
the discontinuation vote be passed the
Directors would be required to put forward
proposals to shareholders at a general
meeting of the Company, to be held
within four months of the Discontinuation
Resolution being passed, to wind up
or otherwise reconstruct the Company,
having regard to the illiquid nature of the
Company’s underlying assets. Anysuch
process given the past strategic review,
and to ensure appropriate value is returned
to shareholders, would be expected to
ultimately conclude more than 12 months
after the balance sheet date but would
conclude within the viability period.
Theassumption used in the Viability
Statement isthat the vote will not be passed.
The Company has access through USF
Avon LLC (a wholly owned subsidiary of the
Company) to a $10.6million RCF, which
provides liquidity for operational
expenditures. The facility is currently
undrawn with no forecast drawingsexpected.
Both the Term loan and RCF have a legal
maturity of five years, expiring in 2030.
It is important to note that the risks
associated with investments within the
solar infrastructure sector, including
elevated inflation and climate related risks
resulting in unfavourable weather conditions
for extended periods, could result in a
material adverse effect on the Company’s
performance and value of Ordinary Shares.
When required, experts will be employed to
gather information, including tax advisers,
legal advisers, and environmental advisers.
GILL NOTT
CHAIR
18 March 2026
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OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
SECTION 172
Section 172 of the Companies Act 2006
recognises that Directors are responsible
for acting fairly as between members
and in a way that they consider, in good
faith, is the most likely to promote the
success of the Company for the benefit
of its shareholders as a whole. In doing
so, they are also required to consider the
broader implications of their decisions and
operations on other key stakeholders and
their impact on the wider community and
the environment. Key decisions are those
that are either material to the Company or
are significant to any of the Company’s key
stakeholders. The Company’s engagement
with key stakeholders and the key decisions
that were made or approved by the Directors
during the year are described below:
1. SHAREHOLDERS
The Board is accountable to the
shareholders for running the business
of the Company, making key strategic
decisions and all key service provider
appointments. As covered in the Corporate
Governance Report (pages 68-72), the
Board communicates with shareholders and
solicits their views where it considers it is
appropriate to do so including throughout
the strategic review process. The Board
is non-executive and independent and
delegates certain key activities, including
the day-to-day investment management
and asset management to the Investment
Manager, and administration and company
secretarial functions to the Administrator.
The Board works closely with the Investment
Manager, Company Secretary and its
Corporate Broker, to ensure it is aware
of shareholders’ needs or concerns.
The Investment Manager liaises with
shareholders through specified reporting
of Company performance, strategy and
outlook at set dates in the calendar,
as well as ad hoc reporting of major
announcements, and sessions organised
by the Company’s brokers. Inaddition,
shareholders have the opportunity to
meet the Board at the AGM. The Board
also endeavours to respond to any written
queries made by shareholders during the
course of the period, or to meet with major
shareholders if so requested. Inaddition
to the formal business of the AGM,
representatives of the Investment Manager
and the Board are available to answer
specific questions a shareholder may have
from time to time.
2. LENDERS
The Company relies on Lenders in
connection with existing debt facilities,
whichwere refinanced during the period.
The Company through its Investment
Manager works in close coordination
with Lenders and provides project-level
performance reports as well as ad hoc
reporting of major announcements
as required by the relevant financing
arrangements. This maintains a
constructiverelationship with Lenders.
3. SERVICE PROVIDERS
The Company works with a number of
key corporate service providers, including
the Investment Manager, Administrator,
Registrar and Independent Auditor, who
provide services to ensure the smooth
operation of the Company, including in the
case of the Independent Auditor, periodic
independent review of financial statements.
The Board meets once a year to discuss
and review the performance of the key
service providers. The Board has regular
contact with the two main service providers:
the Investment Manager and Administrator
through quarterly Board meetings. The
Independent Auditor typically attends a
number of the Audit Committee meetings
scheduled throughout the year, to present
their reports on the interim review and
annual audit.
The Company’s underlying project
companies also have project suppliers,
including O&M and external asset
managers. While there are currently no
projects under construction, the Investment
Manager’s asset management team
maintains relationships with all project
suppliers, including landowners for leased
sites, and grid operators. The Company has
no employees, however the Board reviews
health and safety metrics from external
O&M service providers at each quarterly
Boardmeeting.
4. GOVERNANCE
The Board regularly considers how it
meets regulatory and statutory obligations
and follows voluntary and best-practice
guidance, including how any governance
decisions it makes impact its stakeholders
both in the short and long term. The AIC
shapes the influence of the growing listed
investment company segment in the
London market, and the Company seeks
to apply AIC guidelines where relevant to its
operations, including the 2019 AIC Code of
Corporate Governance.
5. PPA OFFTAKERS
The offtakers for the Company’s assets
provide the main source of revenue received
by the Company, and the Company requires
offtake agreements be entered into with
credit-worthy counterparties as part of its
investment mandate. The Company through
its Investment Manager maintains regular
contact with the PPA offtakers, including
through project-level performance and ad
hoc reporting. No offtaker is a related party
of the Board or Investment Manager.
6. LOCAL COMMUNITIES
The local communities within which the
Company’s projects are based provide local
support as well as human resources to work
on the project sites. The Company works
with landholders and city councils through
the Investment Manager, to resolve matters
including egress and access, erosion, and
land management issues.
62
US Solar Fund plc
Annual Report and Financial Statements 2025
Section 172(1) Statement Area Comments and References
The issues, factors and
stakeholders the Directors
consider relevant in complying with
section 172(1)(a)-(f) and how they
have formed that opinion.
At each quarterly meeting, the Board receives a comprehensive report from the Investment Manager,
serving as the primary information source regarding subsections (a)-(f). Additionally, the Investment
Manager provides updates on specific customer, supplier, and contractor matters, including any
disputes. The Corporate Broker also furnishes updates at alternating quarterly meetings to ensure
awareness of existing and prospective shareholder concerns and an on ad-hoc basis raise any
material concerns. The Company’s risk register and reporting mechanisms facilitate the identification
of items pertinent to the Board’s Section 172(1) statement, and the Board actively engages the
Investment Manager in dialogue concerning stakeholder concerns and the optimal strategies for
addressing them to maintain positive engagement.
(a) The likely consequences of any
decisions in the long term.
The Board considers the likely long-term impacts of its decisions on key stakeholders given the
long-term nature of its investments. Refer to pages 68-72 – Corporate Governance Report.
(b) The interests of the Company’s
employees.
The Company has no employees.
(c) The need to foster the
Company’s business
relationships with suppliers,
customers and others.
Specific risks regarding the Investment Manager, Administrator and Lenders are set out above.
Please also refer to pages 68-72 – Corporate Governance Report and pages 52-60 – Risk and Risk
Management.
(d) The impact of the Company’s
operations on the community
and environment.
The impact of the Company’s operations on the local communities is set out above (refer to Principal
Risks and Uncertainties). Please also refer to Responsible Investment – pages 39-51.
(e) The desirability of the Company
maintaining a reputation for
high standards of business
conduct.
The Board aims to demonstrate excellence in stewardship and governance, and the independent
Non-Executive Directors set the tone for maintaining and enhancing the Company’s reputation.
This includes maintaining ethical behaviour and respecting the environment. The Audit Committee
complements the Board to ensure the highest standards of conduct, integrity, financial reporting,
internal control and risk management systems, and corporate governance. Refer to pages 68-72 –
Corporate Governance Report and pages 74-76 – Audit Committee’s Report.
(f) The need to act fairly as
between members of the
Company.
The Company has a single class of Ordinary Shares and welcomes the views of shareholders.
The Company produces a complete set of results documents twice a year which are available on its
website, and senior members of the Investment Manager make themselves available to meet with
principal shareholders as soon as it is reasonably practicable to do so following a request. The Board
is kept fully informed of all relevant market commentary on the Company by the Company’s public
relations agency, as well as receiving relevant updates from the Investment Manager and Corporate
Broker. The Company reports formally to shareholders twice a year and will hold an AGM in London on
28 May 2026 which shareholders will be able to attend, and members of the Board will be available to
answer questions from shareholders. The Company Secretary and Company Registrar monitor voting
at the AGM, and the results of voting at the AGM are announced by the Company promptly, and other
notices and information are provided to shareholders on an ongoing basis through Regulatory News
Service (RNS) announcements and on the Company’s website.
Shareholders may contact the Board through the Company Secretary, whose contact details are found
on pages 109 – Key Contacts. Please also refer to pages 68-72 – Corporate Governance Report.
SECTION 172 continued
63
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
US Solar Fund plc
Annual Report and Financial Statements 2025
Tate (Olympos Portfolio)
6.5MW
DC
(North Carolina)
SUMMARY OF INVESTMENT POLICY
OVERVIEW
The Company invests predominantly in utility-scale solar power
plants primarily in the United States, but it may also invest in other
OECD countries in the Americas.
The Company targets development, construction ready,
inconstruction, or operational solar power assets that are
designed and constructed to have an asset life of at least 30 years
and are expected to generate stable electricity output and revenue
over the lifespan of the asset.
The Company’s Investment Policy was changed by ordinary
resolution of the shareholders in accordance with the UK Listing
Rules on 17 November 2023. The changes were principally
clarificatory in nature, bringing the Company’s Investment Policy
into line with the market and its peer group as well as expressly
including late-stage development investments in scope for the
Company. The Investment Policy is summarised below and
available in full here: https://www.ussolarfund.co.uk/sites/default/
files/267093_us_solar_fund_circular_web.pdf
INVESTMENT PARAMETERS
Maintaining the performance of the existing portfolio is the
Company’s key focus.
Revenue exposure to merchant power prices is managed by the
Company with the appropriate use of PPAs, REC Agreements,
capacity contracts or other similar revenue contracts with
creditworthy (predominantly investment grade) private and
public sector offtakers. PPAs may be structured as physical
electricity contracts, contracts for difference, or other hedge-
basedarrangements.
To the extent that a solar power asset generates electricity in
addition to volumes required under a PPA, such excess may be
sold into a wholesale market if available or the Company may
seekto sell such electricity to another offtaker under a short
orlong-term contract.
To the extent attractive opportunities to expand the portfolio arise,
the Company may acquire, directly or indirectly, develop and/or
construct and operate solar power assets.
The inclusion of development stage assets will allow for greater
diversification of investments and facilitate opportunities for future
accretive growth of the Company. The Company will only target
late-stage development assets which, at a minimum, have secured
grid connection, planning approvals and appropriate revenue
arrangements, which minimises exposure to development risks but
maximises the Company’s competitive advantage compared to
mature asset acquisitions.
The Company expects that construction-ready or in-construction
solar power assets will be operational within 12 months from
commitment. As some offtakers execute PPAs more than
12months in advance of the required commencement date, the
Company may commit to acquire assets which will be operational
more than 12 months from the time of commitment but seeks to
limit capital commitments before construction commences.
INVESTMENT RESTRICTIONS
In order to spread its investment risk, the Company has adopted
certain investment restrictions, in each case to be measured at the
time of the relevant investment, including:
– the Company may invest up to 30% of total assets in a
singleasset;
– the Company may invest up to 15% of total assets in
development stage assets;
– the aggregate value of the Company’s investment in assets
under contract to any single offtaker will not exceed 40% of
total assets; and
– Solar assets in the US will represent at least 85% of total assets.
As a London Stock Exchange listed company, the Company is also
subject to certain restrictions pursuant to the UKLA Listing Rules.
64
US Solar Fund plc
Annual Report and Financial Statements 2025
BOARD OF DIRECTORS
BACKGROUND AND EXPERIENCE
Jamie is a chartered accountant and has 30 years’ experience in
fund management, banking and corporate recovery with a focus on
the infrastructure and solar sector. Jamie was previously a partner at
Foresight Group having joined in 2000. Between 2007 and 2018 he
had overall responsibility from inception for the group’s infrastructure
and solar business in the UK, Australia, Italy, Spain and the US. Asa
member of the investment committee, he oversaw more than 100
solar projects representing the group’s approximately £1.5 billion solar
portfolio at the time and led the IPO of Foresight Solar Fund Limited.
Prior to Foresight, Jamie worked at PwC, Citibank and Macquarie.
BACKGROUND AND EXPERIENCE
Gill has spent the majority of her career working in the energy sector,
including positions with BP. In 1994 she became CEO of ProShare,
a not-for-profit organisation promoting financial education, savings
and investment, and employee share ownership. She was a Non-
Executive Director of the Financial Services Authority from 1998 until
2004. Subsequently she has held numerous board roles, including
being a Non-Executive Director of Liverpool Victoria Friendly Society,
a leading insurer, and deputy chair of the Association of Investment
Companies. Gill has served as both a Non-Executive Director
and chair of a number of venture capital trusts and investment
trusts. Sheis currently chair of Gresham House Renewable Energy
VCT1plc.
ROLE:
Chair | Member of the Audit Committee, Remuneration and
Nomination Committee and Management Engagement Committee
ROLE:
Chair of the Management Engagement Committee | Member of the
Audit Committee and the Remuneration and Nomination Committee
ROLE:
Member of the Audit Committee, the Remuneration and Nomination
Committee and Management Engagement Committee
ROLE:
Chair of the Audit Committee | Chair of the Remuneration and Nomination
Committee | Member of the Management Engagement Committee
BACKGROUND AND EXPERIENCE
Mark is based in San Francisco and is an experienced board director
with over thirty years’ experience in the energy and renewables
sectors. He began his career working with developers, including as
CEO of Kenetech, a large wind and alternative energy developer,
constructor and operator. Mark has held several other senior
renewables roles including Executive Chair at Leaf Clean Energy,
a renewable energy and sustainable technology investment firm
formerly listed on the AIM division of the London Stock Exchange.
Mark has a number of board/advisory roles including as an adviser
toAdapture Renewables and a board member of BluePath Finance.
BACKGROUND AND EXPERIENCE
Thomas has almost 30 years of experience originating and executing
financings and investments in energy and infrastructure assets.
Currently, Thomas is the Chief Executive Officer of ClearLight Solar
LLC, a residential solar platform backed by Blackstone Credit and
Insurance. Thomas previously served as the chief financial officer
for PosiGen Inc., a New Orleans based residential solar and energy
efficiency company focused on energy efficiency upgrades and
installation of solar on homes in low-income communities. Prior
to that, Thomas was the chief commercial officer at Vivint Solar, a
leading residential solar business in the US and held senior positions
at Santander Global Banking and Markets, First Solar and GE Capital.
Thomas is an elected director on the board, and serves as the Chair
of the residential solar and storage committee, of the Solar Energy
Industry Association, a non-profit trade association of the solar
industry in the US.
GILL NOTT
NON-EXECUTIVE CHAIR
MARK LERDAL
NON-EXECUTIVE DIRECTOR
THOMAS PLAGEMANN
NON-EXECUTIVE DIRECTOR
JAMIE RICHARDS
NON-EXECUTIVE DIRECTOR
DATE OF APPOINTMENT:
15 February 2019
DATE OF APPOINTMENT:
1 October 2024
DATE OF APPOINTMENT:
29 June 2020
DATE OF APPOINTMENT:
15 February 2019
The Directors are responsible for the determination of the Company’s investment objective and policy and its investment strategy and have
overall responsibility for the Company’s activities, including the review of investment activity and performance and the supervision and
control of the Investment Manager. The Directors have delegated responsibility for managing the assets comprising the portfolio to the
Investment Manager. Further information on the Board is provided at www.ussolarfund.co.uk.
65
FINANCIAL STATEMENTSOVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE
US Solar Fund plc
Annual Report and Financial Statements 2025
DIRECTORS’ REPORT
PRINCIPAL ACTIVITY AND STATUS
US Solar Fund plc was incorporated as a Public Company,
limited by shares, in England and Wales on 10 January 2019 with
registered number 11761009. The registered office of the Company
is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF. Its
share capital is denominated in US dollars (USD or $) and currently
consists of Ordinary Shares. The Company’s principal activity is
to invest in a diversified portfolio of solar power assets located in
North America and other countries forming part of the OECD in
theAmericas.
DIRECTORS
All Directors are Non-Executive Directors.
The Company maintains £20 million of directors’ and officers’
liability insurance coverage which was in place throughout the
period, and which continues in effect at the date of this report.
Asat the date of this report, and in so far as each Director is aware,
there is no relevant audit information of which the Company’s
Auditors are unaware; and each Director has taken all the steps
that they ought to have taken as a Director in order to make
themselves aware of any relevant audit information and to establish
that the Company’s Auditors are aware of that information. This
confirmation is given and should be interpreted in accordance with
the provisions of s418 of the Companies Act 2006.
Details of the fees paid to Directors in the period are set out in the
Directors’ Remuneration Report on pages 77-78.
In accordance with UKLR 6.6.6(1)R, Directors’ interest in the
shares of the Company (in respect of which transactions are
notifiable to the Company under FCA Disclosure and Transparency
Rule 3.1.2(R)) as at 31 December 2025 are shown below:
Director
Ordinary
Shares
% of total
voting rights
Gill Nott 126,000 0.04%
Jamie Richards 185,112 0.06%
Mark Lerdal – –
Thomas Plagemann – –
SIGNIFICANT SHAREHOLDING
As at 31 December 2025, the Company was aware of or had
received notification in accordance with the Financial Conduct
Authority’s Disclosure and Transparency Rule Chapter 5 (DTR 5)
of the following interests in 3% or more of USF’s shares to which
voting rights are attached:
Shareholder
Ordinary
Shares
% of total
voting rights
Weiss Asset Management 34,655,857 11.26%
Metage Capital Ltd 30,580,944 9.93%
Asset Value Investors 27,327,6 91 8.88%
Staude Capital Pty Ltd 21,19 6,918 6.89%
Sarasin & Partners LLP 18,354,680 5.96%
Gravis Advisory Ltd 11,375,000 3.70%
Privium Fund Management BV 11,205,386 3.64%
Premier Fund Managers Ltd 10,415,512 3.38%
Cantor Fitzgerald Asset
Management Europe 10,054,047 3.27%
UBS Private Banking 9,514,698 3.09%
There have been no other changes notified to the Company in
respect of the above holdings, and no other new holdings notified,
since year end.
GOING CONCERN
The Board has reviewed financial projections of the cash flow and
distribution profile of the Company prepared by the Investment
Manager. The Board has assessed the prospects of the Group by
reviewing its short-term cash flow forecast which covers a two-
year period and completed a detailed assessment to support the
going concern conclusion for the 12 months following the signing
of the Annual Report. After assessing these risks, and reviewing
the Company’s liquidity position, together with forecasts of the
Company’s future performance under various scenarios, the Board
has a reasonable expectation that the Company will continue to
meet its obligations as they fall due for at least the next 12 months.
During the period, the Company secured new senior debt
facilities totalling approximately $166m through USF Avon LLC
(a wholly owned subsidiary of the Company). These facilities
include a $10.6million RCF which provides liquidity for operational
expenditures. The RCF is currently undrawn with no forecast
drawings expected.
66
US Solar Fund plc
Annual Report and Financial Statements 2025
Because the Company has traded at an average discount to NAV
in excess of 10% during 2025, the Company’s Articles require that
a special resolution be proposed at the Company’s forthcoming
AGM, for shareholders to vote to wind up or otherwise reconstruct
the Company. If a discontinuation resolution is passed, which
requires at least 75% of the votes cast, the Articles provide
the Board with up to four months to put forward proposals to
shareholders.
The Directors have considered the upcoming discontinuation
vote in their assessment of going concern. The Board does not
consider a forced or accelerated realisation of the Company’s
assets would deliver an outcome reflective of the portfolio’s long-
term value and therefore recommends that shareholders vote
against this resolution.
If the resolution were to be passed, the Directors would be
required to put forward proposals to Shareholders within four
months. Given the illiquid nature of the Company’s underlying
assets, implementation of any such proposal would be expected
to extend beyond the current going concern assessment period.
Accordingly, and taking into consideration the Company’s liquidity
position noted above, the Board concluded that it is appropriate
to adopt the going concern basis in preparing these financial
statements. Further details on going concern are set out in note 2
of the Financial Statements.
2026 ANNUAL GENERAL MEETING
Shareholders are invited to attend the Company’s AGM to be
held at the offices of JTC, The Scalpel, 18th Floor, 52 Lime Street,
London EC3M 7AF on Thursday, 28 May 2026 at 3:00 p.m.
TheAGM notice and explanatory notes are set out from page 110.
Those shareholders who are unable to attend the AGM in
person are encouraged to raise any questions in advance with
the Company Secretary at USSolarFund-CompanySecretary@
jtcgroup.com (please include ‘USF AGM’ in the subject heading
and include your name and shareholder reference number,
which can be found on your share certificate, proxy form or email
broadcast from the Company). To the extent that it is appropriate
to do so, we will respond to any questions received in a Q&A
which will be posted on the Company’s website, in advance of the
AGM. Please note all questions should be submitted by close of
business on Thursday, 21 May 2026. If you are unable to locate
your reference number, please contact the Company’s Registrar,
Computershare Investor Services PLC on 0370 703 6253.
You may not use any electronic address provided in this section to
communicate with the Company for any purposes other than those
expressly stated.
Further, the Investment Manager will make available a presentation
to shareholders in advance of the AGM. The presentation is
expected to be available on the Company’s website
(https://www.ussolarfund.co.uk/) on Monday 18 May 2026.
The Board looks forward to welcoming shareholders to the
forthcoming AGM. All Directors will be in attendance and available
to answer questions during the meeting and to meet shareholders
informally afterwards.
RESOLUTIONS TO BE PROPOSED AT THE AGM
There are 15 resolutions being proposed at the forthcoming AGM,
11 as ordinary resolutions, including approval of the Annual Report
and Audited Financial Statements for the year ended 31December
2025, as well as approving the Directors Remuneration Report
contained within the 2025 Annual Report (Resolutions 1-3).
Ordinary Resolutions require 50% of the votes cast and Special
Resolutions require 75% of the votes cast for that resolution
tocarry.
Resolution 15 (a Special Resolution), is a Discontinuation
resolution, for which the Board unanimously recommends to
vote AGAINST. Further information on these resolutions as well
as voting recommendations is given in the Notice of AGM and
explanatory notes from page 110.
POLITICAL CONTRIBUTIONS
The Company made no political contributions during the period.
Signed by order of the Board
GILL NOTT
CHAIR
18 March 2026
67
FINANCIAL STATEMENTSOVERVIEW
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT CORPORATE GOVERNANCE
CORPORATE GOVERNANCE REPORT
The Board reports against the Principles
and Provisions of the AIC Code of
Corporate Governance (AIC Code).
The AIC Code, which has been endorsed
by the Financial Reporting Council,
addresses provisions set out in the UK
Corporate Governance Code (the UK
Code), as well as including additional
provisions that are of specific
relevance to the Company.
The AIC Code is available on the AIC website
(https://www.theaic.co.uk/aic-code-of-
corporate-governance).
The Company has complied with the AIC
Code during the year under review, except as
disclosed below:
Provision 14: Due to the size of the Board
a Senior Independent Director has not been
appointed. The Chair and Investment Manager
maintain appropriate communication with
shareholders. If required, the other Directors
are available to shareholders. As the Board is
small, any issues are discussed and dealt with
by the Board as a whole. In the circumstance
that there would be any issues with the Chair,
the remaining Directors would deal with these.
There is a joint Remuneration and Nomination
Committee, where any evaluation of the
Board Chair’s performance, re-election, or the
recruitment of their successor is discussed.
THE BOARD
The Board currently comprises of Gill Nott
(Chair), Jamie Richards, Thomas Plageman and
Mark Lerdal.
All Directors are deemed independent of the
Investment Manager and biographical details of
all Board members are included on page 65.
The conditions of appointment of Directors are
available to shareholders upon request and are
also available on the Company’s website.
In accordance with the AIC Code, each director
will retire at the forthcoming AGM and being
eligible will offer themselves for re-election.
Full Board meetings take place quarterly and
the Board meets or communicates more
regularly on an ad hoc basis to address specific
issues. The Board has a formal schedule of
matters specifically reserved for its decision,
which includes but is not limited to: considering
recommendations from the Investment Manager,
ensuring the Company is delivering on its
strategy and monitoring performance against the
Company’s strategic objectives.
The Board has also established procedures
whereby Directors wishing to do so in the
furtherance of their duties may take independent
professional advice at the Company’s expense.
US Solar Fund plc
Annual Report and Financial Statements 2025
68
All Directors have access to the advice and services of the
Company Secretary. The Company Secretary provides the Board
with full information on the Company’s assets and liabilities and
other relevant information requested by the Chair, in advance of
each Board meeting.
BOARD COMMITTEES
The Board has delegated a number of areas of responsibility to
its three committees: the Audit Committee, the Remuneration
and Nomination Committee and the Management Engagement
Committee. Each committee has defined terms of reference and
duties, which are available on the Company’s website.
THE AUDIT COMMITTEE
The Audit Committee consists of the full Board and is chaired by
Jamie Richards. Jamie is a chartered accountant and has recent
and relevant financial experience.
The Audit Committee typically normally meets at least three times
a year.
A full list of matters reserved for the Audit Committee is included
within the Audit Committee Report on pages 74-76.
THE REMUNERATION AND NOMINATION COMMITTEE
The Remuneration and Nomination Committee is comprised of the
whole Board and is chaired by Jamie Richards.
In accordance with the Committee’s terms of reference, no Director
is involved in any decisions with respect to their own remuneration.
The Company’s Remuneration policy was last approved by the
Company’s shareholders at the Company’s AGM held on 24 May
2023 and will be tabled for approval at the Company’s AGM on 28
May 2026 as part of the regulatory three-year approval process.
Full details on this policy can be found in the Remuneration Report
on pages 77-78.
This Committee meets as required to consider, amongst other
things, the following:
– in conjunction with the Chair, setting the Directors’
remunerationlevels;
– considering the need to appoint external remuneration
consultants;
– the process for appointments;
– ensuring plans are in place for orderly succession to the
Board;and
– the development of a diverse pipeline for succession.
DIVERSITY
The Remuneration and Nomination Committee is aware of the
Hampton Alexander Review on board gender diversity, the Parker
Review on ethnic diversity and the requirements of the FCA’s policy
statement on diversity and inclusion on company boards and
executive management.
The Board is chaired by Gill Nott, the Audit and Remuneration and
Nomination Committees are chaired by Jamie Richards and the
Management Engagement Committee is chaired by Mark Lerdal.
The Company has no employees beyond its Non-Executive Board,
with executive management provided by its Investment Manager.
GENDER IDENTITY AND ETHNIC BACKGROUND REPORTING AS OF 31 DECEMBER 2025
Number of
Board
members
Percentage of
USF Board
Number of
committee chair
positions
Number in
executive
management
at Amber
Percentage of
executive
management
at Amber
Gender identity
Women 1 25% 0 9 45%
Men 3 75% 3 11 55%
Ethnic background
White British or other white
(including minority-white groups) 4 100% 3 18 90%
Mixed/multiple ethnic groups 0 0% 0 1 5%
Asian/Asian British 0 0% 0 1 5%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
69
FINANCIAL STATEMENTSOVERVIEW
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT CORPORATE GOVERNANCE
The Board currently comprises four members each serving their
initial terms. The Company does not currently meet the diversity
targets set out in UKLR 9.8.6(9)R, in relation to the requirements
that at least 40% of the individuals on the Board are women
and at least one individual on its Board be from a minority
ethnic background. The Board is aware of the importance and
benefits of diversity including gender and ethnicity, as well as the
increased focus on this area. When recruiting new directors, the
Remuneration and Nomination Committee will consider a diverse
list of candidates, and will continue to prioritise diversity in future
appointments, while ensuring any appointee is also the best
candidate for the role and has a strong fit with the rest of the Board
and the Investment Manager.
DIVERSITY POLICY
In reviewing Board composition, the Committee considers the
benefits of all aspects of diversity including, but not limited to,
differences in knowledge and understanding of relevant diverse
geographies, peoples and their backgrounds including race
or ethnic origin, sexual orientation, gender, age, disability or
religion and national origin. Diversity also includes differences in
backgrounds, experiences, physical abilities, socio-economic
backgrounds, perspectives, thoughts, interests and ideas, in order
to maintain an appropriate range and balance of skills, experience
and background on the Board.
REVIEW OF BOARD REMUNERATION
During the year, the Remuneration and Nomination Committee
carried out a review of the Directors’ fees. This review was
supported by a peer group fee analysis report prepared by
the Company Secretary. Noting that, the Chair’s remuneration
increased by 8% and the remaining Directors’ remuneration
increased by 5% from 1 December 2023; the Committee
concluded that the current remuneration remained appropriate and
in line with the average remuneration paid by the Company’s peer
group.
Details of the fees paid to the Directors during 2025 and the fees
tobe paid in 2026 are set out in the Directors’ Remuneration
Report on pages 77-78.
Director
Annual fee
to be paid
in 2026
(£)
Annual fee
paid in
2025
(£)
Gillian Nott
(Director and Chair)
68,040 68,040
Jamie Richards
(Director and Audit Committee Chair)
55,125 55,125
Thomas Plagemann 44,10 0 44,10 0
Mark Lerdal 44,10 0 44,10 0
BOARD EVALUATION
During the year, the Board undertook a formal internal annual
evaluation of its own performance by way of a questionnaire
which was completed by each Director. The assessment was led
by the Chair of the Remuneration and Nomination Committee,
Jamie Richards and along with the Chair of the Board, the results
were then discussed with the remaining Board members. It was
concluded that under the leadership of the Company’s Chair,
the Board performed well with a collaborative dynamic and
complementary skillset to achieve objectives in the best interests of
the Company and its shareholders. Each Director made a positive
contribution, and the Board was considered well balanced with no
weaknesses in the Board’s capabilities being identified.
EVALUATION OF THE CHAIR
The evaluation of the Chair was led by the Chair of the
Remuneration and Nomination Committee, Jamie Richards with
contributions from the other Directors. The Directors’ feedback
showed that the Chair effectively promoted a culture of openness
and debate, facilitated constructive Board relations and ensured
allBoard members contributed effectively.
TENURE OF CHAIR AND SUCCESSION POLICY
The Board has adopted a policy on chair tenure and succession
planning. In line with this policy, the Chair should be in place for a
maximum of nine years. As stated in the AIC Code, the chairs of
investment companies differ to chairs of other companies which
means that the maximum tenure of nine years provided in the AIC
Code does not necessarily apply. However, to address the need for
diversity, the Board’s policy adopts a maximum nine-year tenure
for the chair position.
The Board’s policy for succession planning is that there should
be forward-looking and detailed succession and refreshment
plans when proposing re-election of long-serving members.
Any member of the Board who has served for nine years will be
subject to a particularly rigorous review and evaluation process to
determine whether they remain independent and should continue
in their position. Each Board member is subject to annual re-
election at each AGM. To date, no Director has been on the Board
for nine years or more. Due consideration will be given to tenure
and succession in respect of Gill Nott and Jamie Richards who
joined the Board at the same time.
THE MANAGEMENT ENGAGEMENT COMMITTEE
The Management Engagement Committee is comprised of the
entire Board and is chaired by Mark Lerdal.
This Committee meets as required to consider, amongst other
things, the appointment and terms of engagement of the
Company’s service providers including the Investment Manager
and Alternative Investment Fund Manager (AIFM), and the
performance of all key service providers. The Independent Auditor
is not included in this review as its appointment and evaluation falls
under the remit of the Audit Committee.
CORPORATE GOVERNANCE REPORT CONTINUED
70
US Solar Fund plc
Annual Report and Financial Statements 2025
ACTIVITIES DURING THE YEAR
The Committee met once during the year to review the service
levels and the fees for the key service providers to the Company.
The Committee has recommended retention of the existing service
providers to the Company, having challenged fee and service levels
as appropriate. Key services providers will continue to be reviewed,
at least, annually.
INVESTMENT MANAGER AND AIFM
A robust evaluation of the performance of the Investment
Manager and AIFM was conducted by the Committee taking into
consideration the activities that had occurred throughout the year.
It was concluded that the Investment Manager had complied
with the terms of their Investment Management Agreement (IMA)
and had met their obligations to the Company as Investment
Manager and AIFM during the period under review. The fees paid
to the Investment Manager and the AIFM were reviewed by the
Committee and it was concluded that these are reasonable.
BOARD AND COMMITTEE MEETINGS
The following table sets out the Directors’ attendance at the Board
and Committee meetings during the period:
Director Board
Audit
Committee
Remuneration
and Nomination
Committee
Management
Engagement
Committee
Gillian Nott 4/4 5/5 1/1 1/1
Jamie Richards 4/4 5/5 1/1 1/1
Thomas Plagemann 4/4 4/5 1/1 1/1
Mark Lerdal 4/4 3/5 1/1 1/1
ADDITIONAL AD HOC MEETINGS
In addition to the above quarterly meetings, there are also
additional ad hoc meetings as required, including to approve
specific announcements on portfolio activity and other general
corporate matters and frequently involve a quorate subcommittee
of the Board, appointed as necessary. During the period, additional
meetings were held to discuss the refinancing which concluded
in April 2025. Representatives of JTC (UK) Limited attend all
scheduled meetings as Secretary to the Board. Representatives
of the Investment Manager, the Independent Auditor and other
advisers, are invited to attend as required.
THE BOARD AGENDA
At quarterly meetings, the Board follows a formal agenda which
generally includes:
– the Investment Manager’s Report for the period, including
strategic performance, a review of the performance of the
investments and market conditions;
– financial results against budget and cash flow forecasts,
including dividends declared and forecast;
– reports and updates on shareholder and investor communications;
– the corporate governance and secretary’s report, with a review
of policies and procedures, a compliance report and an update
on legislative/regulatory obligations as appropriate; and
– recommendations and updates from Board committees
asappropriate.
KEY ACTIVITIES OF THE BOARD DURING 2025
In the first half of the year, the Company secured new senior
debt facilities totalling approximately $166m, which optimises
the Company’s capital structure and provides structural flexibility
that will benefit the Company as it seeks future opportunities to
maximise shareholder value.
Following the conclusion of the refinancing, the Board announced
an increase to the target dividend, reflecting the information and
performance expectations at that time. The announced increase
from $0.0225 per share to $0.035 per share took effect in
Q32025.
In November 2025, the Board met in New York City for a series of
meetings with the Investment Manager, including detailed sessions
with the asset management team to review portfolio performance,
remediation progress and capital allocation priorities. The visit
formed part of the Board’s ongoing oversight of operational
execution and financial positioning. While in the US, the Board
also met with select US based advisers and industry analysts to
obtain independent perspectives on prevailing conditions in the
US market for the sale and acquisition of operational solar assets.
These discussions focused on valuation trends, transaction activity
and investor appetite for operating portfolios. The Board remains
in regular dialogue with these advisers as part of its continued
monitoring of market condi-tions and strategic optionality.
The Company regularly communicates with shareholders and
solicits their views, both directly and through the Company’s
Corporate Broker, where it considers it is appropriate to do so.
During the period, the Board has communicated and met with a
significant portion of the Company’s shareholder base on several
occasions. The Board responds to written queries made by
shareholders and meets with major shareholders if so requested.
Additionally, shareholders are invited to attend the AGM where
they have the opportunity to ask questions of the Directors. At the
Company’s 2025 AGM, all of the Company’s Directors attended in
person and therefore had an opportunity to engage with a number
of the shareholders.
71
FINANCIAL STATEMENTSOVERVIEW
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT CORPORATE GOVERNANCE
In relation to the conduct of the Company’s 2026 AGM, voting on
all resolutions will be conducted by way of poll rather than a show
of hands. This is considered a more transparent method of voting
as member votes are counted according to the number of shares
held. As soon as practicable following the meeting the results of
the voting and number of proxy votes cast for and against and
the number of votes actively withheld in respect of each of the
resolutions will be announced via a regulatory information service
and also placed on the Company’s website.
INTERNAL CONTROL AND RISK MANAGEMENT
The Audit Committee keeps under review the internal financial
controls and internal control and risk management, ensuring that
the procedures to be followed by the advisers and themselves are
in place.
The Board then reviews the effectiveness of the internal controls
system, based on the report from the Audit Committee, on an
annual basis to ensure that the controls remain relevant and were
in operation throughout the year.
The Board conducted its annual review of the Financial Position
and Prospectus Procedures (FPPP) Board memorandum which
was prepared by the Investment Manager, Company Secretary,
and Administrator. This sets out the procedures operating to
identify the information needed to monitor the business and
manage risk so as to make proper judgements on its financial
position and prospects. In addition, it sets out the procedures
to identify, assess and document the risk factors likely to impact
on the Company’s financial position, prospects and any changes
and on the preparation and communication to the Directors of
relatedinformation.
As part of its regular risk assessment procedures, the Board
takes account of the significance of environmental, social and
governance matters to the business of the Company. The Board
has identified and assessed the significant ESG risks to the
Company’s short and long-term value, as well as the opportunities
to enhance value that may arise from an appropriate response.
The Company relies on the ESG policy of the Investment Manager,
which is updated from time to time in line with industry standards.
Further information on the Company’s approach to ESG can be
found on page 39.
In anticipation of Provision 34 of the AIC Code, the Board, led
by the Audit Committee, is reviewing its approach to internal
control effectiveness testing and disclosures, and will adopt the
new requirements for accounting periods commencing after
1January2026.
ANTI-BRIBERY POLICY
The Company operates an anti-bribery policy to ensure that
itmeets its responsibilities arising from the Bribery Act 2010.
GILL NOTT
CHAIR
18 March 2026
CORPORATE GOVERNANCE REPORT
CONTINUED
72
US Solar Fund plc
Annual Report and Financial Statements 2025
Granger (Heelstone Portfolio)
3.9MW
DC
(California)
STRATEGIC REPORT FINANCIAL STATEMENTSOVERVIEW CORPORATE GOVERNANCE
US Solar Fund plc
Annual Report and Financial Statements 2025
73
During the year, the Committee reviewed and updated
its terms of reference to enhance its oversight of the
Company’s material internal controls, reflecting evolving
governance expectations and developments in regulatory
guidance including clarification of the Committee’s
responsibilities in respect of monitoring the effectiveness
of material financial, operational, reporting and compliance
controls. The Board is satisfied that the Committee is
properly constituted with one member of the Committee
who is a chartered accountant with recent and relevant
financial experience.
The Committee meets three times a year, and at
such other times as the Committee shall require.
Representatives of the Administrator and the Investment
Manager may be invited to attend meetings as and
whendeemed appropriate.
ROLE AND RESPONSIBILITIES
OFTHEAUDITCOMMITTEE
The function of the Committee is to ensure that the
Company maintains the highest standards of integrity,
financial reporting, internal and risk management systems
and corporate governance. The main duties of the Audit
Committee are:
– monitoring the integrity of the financial statements of
the Company and any formal announcements relating
to the Company’s financial performance and reviewing
significant financial reporting judgements contained
inthem;
– review and challenge of the critical estimates and key
judgements within the financial statements such as the
assumptions supporting the valuation of the Company’s
investments, including discount rates and forecast
merchant power prices, which are determined by the
Investment Manager and Independent Valuer;
– reporting to the Board on the appropriateness of the
Company’s accounting policies and practices including
critical judgement areas;
– reviewing the valuation of the Company’s investments
prepared by the Investment Manager, and making a
recommendation to the Board on the valuation of the
Company’s investments;
– meeting regularly with the Auditor to review their
proposed audit plan and the subsequent audit report
and assess the effectiveness of the audit process and
the levels of fees paid in respect of both audit and non-
audit work;
– making recommendations to the Board in relation to the
appointment, reappointment or removal of the Auditor
and approving their remuneration and the terms of their
engagement;
– monitoring and reviewing annually the Auditor’s
independence, objectivity, expertise, resources,
qualification and non-audit work;
AUDIT COMMITTEE REPORT
The Audit Committee (the Committee)
is chaired by Jamie Richards and
comprises all of the Directors. The
Committee operates within clearly
defined terms of reference and
includes all matters indicated by
Rule 7.1 of the UK FCA’s DTRs and the
AIC Code.
US Solar Fund plc
Annual Report and Financial Statements 2025
74
– reviewing and considering the UK Code, the AIC Code, the FRC
Guidance on Audit Committees and the Company’s institutional
investors’ commitment to the UK Stewardship code;
– monitoring the progress of the Company’s strategic review
and determining the impact on the Annual Report and financial
statements; and
– reviewing the risks facing the Company and monitoring the
riskmatrix.
The Audit Committee is required to report formally to the Board
on its findings after each meeting on all matters within its duties
and responsibilities. The Company’s risk assessment process is
a risk based approach to internal control through a matrix which
identifies key risks undertaken by the Investment Manager and
Administrator, the risks associated with each activity and the
controls employed to minimise risks.
Based on the results the Audit Committee establishes the
Company’s risk appetite against which the Investment Manager
reports three times a year. The Board and the Investment Manager
have clearly defined investment criteria, return targets, risk appetite
and counterparty exposure limits. Reports on these performance
measures, combined with cash projections and quarterly
investment valuations are submitted to the Board for review at
each quarterly meeting.
FINANCIAL REPORTING
The primary role of the Committee in relation to financial reporting
is to review with the Investment Manager, the Administrator and
the Auditor the appropriateness of the half-year report and Annual
Report and financial statements, concentrating on, amongst
othermatters:
– the quality and acceptability of accounting policies and practices;
– the clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance
reporting requirements;
– amendments to legislation and corporate governance reporting
requirements and accounting treatment of new transactions in
the year;
– the impact of new and amended accounting standards on the
Company’s financial statements;
– whether the Audit Committee believes that proper and
appropriate processes and procedures have been followed in
the preparation of the half year report and Annual Report and
financial statements;
– whether the Annual Report and financial statements, taken as
a whole, is fair, balanced, and understandable and provides
the information necessary for shareholders to assess the
Company’s performance, business model and strategy;
– material areas in which significant judgements and estimates
have been applied or there has been discussion with the
Auditor; and
– any correspondence from regulators in relation to the
Company’s financial reporting.
MEETINGS
During the year covered by this report, the Committee met formally
on five occasions. The Committee considered and discussed the
following matters:
– consideration of the terms of reference of the Audit Committee;
– review of the Company’s risk register;
– review of the internal controls of the Investment Manager
andAdministrator;
– review and approval of the audit plan of the Auditor and
timetable for the interim and annual financial statements;
– detailed review of the interim financial statements and Annual
Report including active consideration of the judgements
associated with the investment held at fair value and discussions
with the Company’s Independent Valuer. Valuation of investments
is discussed in more detail below given itssignificance; and
– review of the Company’s approach to internal control
effectiveness testing and disclosures in order to adopt the
new requirements for accounting periods commencing after
1January 2026.
VALUATION OF INVESTMENTS
As outlined in note 9 to the financial statements, the total carrying
value of the investments at fair value as at 31 December 2025 was
$184.7 million (2024: $193.3 million). Market quotations are not
available for these financial assets, and as such, their valuation
is undertaken using a discounted cash flow methodology. This
requires a series of material judgements to be made, as further
explained in note 3 to the financial statements.
The valuation process and methodology were discussed by the
Audit Committee with the Investment Manager at the time of the
interim review, prior to the year-end valuation process, and again
in March 2026 as part of the year-end sign-off process. The
Independent Valuer, KPMG, assists in carrying out a valuation
semi-annually, including a review of the valuation discount rates
as at 31 December 2025. In September 2025, the Investment
Manager provided a report to the Audit Committee that supported
the valuation of the portfolio at 30 June 2025. The Independent
Valuer also provided a report to the Audit Committee in March 2026
confirming that the discount rates adopted as at 31 December 2025
were reasonable.
KEY FORECAST ASSUMPTIONS
The Audit Committee considered in detail those assumptions that are
subject to judgement that have a material impact on the valuation.
A significant proportion of the solar projects’ income streams are
power income under long-term PPAs; some of which have fixed price
mechanisms. However, over time the proportion of power income that
is fixed reduces and the proportion where the Company has exposure
to wholesale electricity prices increases. The Investment Manager
considers the forecasts provided by two expert energy advisers and
adopts a profile of assumed future power prices by location of the
solar assets. The Audit Committee has also reviewed and considered
in detail the revised generation assumptions made in the period.
The Investment Manager’s valuation methodology is set out on
pages 36-38 and other key macroeconomic, asset life and cost
assumptions and sensitivities considered by the Audit Committee
are included in note 9 to the Financial Statements.
75
FINANCIAL STATEMENTSOVERVIEW
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT CORPORATE GOVERNANCE
AUDITOR INTERACTION
The Independent Auditor explained the results of their review
of the valuation, including their consideration of the Company’s
underlying cash flow projections, the macroeconomic assumptions
and discount rates to the Audit Committee. Based on their audit
work there were no adjustments proposed that were material
in the context of the 31 December 2025 financial statements
aspresented.
INTERNAL AUDIT
The Committee considers at least once a year whether there is a
need for an internal audit function. Currently it does not consider
there to be a need for an internal audit function, given that there
are no employees in the Company and all outsourced functions are
with parties who have their own internal controls and procedures.
EXTERNAL AUDIT
Deloitte LLP has performed the role of Independent Auditor since
the Company’s inception and was retained by the Board during the
year as the Independent Auditor.
EFFECTIVENESS OF THE AUDIT PROCESS
To fulfil its responsibility regarding the independence of the Auditor,
the Committee has considered:
– Discussions with or reports from the Auditor describing its
arrangements to identify, report and manage any conflicts
ofinterest
– The extent of non-audit services provided by the Auditor and
arrangements for ensuring the independence and objectivity
and robustness and perceptiveness of the Auditor and their
handling of key accounting and audit judgements
To assess the effectiveness of the Auditor, the Committee has
reviewed and challenged:
– The Auditor’s fulfilment of the agreed audit plan and variations
from it
– Discussions or reports highlighting the major issues that arose
during the course of the audit
– Feedback from other service providers evaluating the
performance of the audit team
– Arrangements for ensuring independence and objectivity
– Robustness of the Auditor in handling key accounting and
auditjudgements
The Committee is satisfied with Deloitte’s effectiveness and
independence as Auditor, having considered the degree of
diligence and professional scepticism demonstrated by them.
FAIR, BALANCED AND UNDERSTANDABLE
As a result of its review of the Annual Report and accounts,
underpinned by its discussions with operating and finance
management regarding the Strategic Report, and with the finance
team regarding the financial statements, the Committee advised
the Board that, in the Committee’s view, the Annual Report and
accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to
assess the Company’s position and performance, business
modelandstrategy.
NON-AUDIT SERVICES
Details of audit and non-audit fees paid to the Independent Auditor
Deloitte LLP during the year are disclosed in note 6 to the financial
statements. The Committee approved these fees after a review of
the level and nature of work to be performed and are satisfied that
they are appropriate for the scope of the work required.
The objectivity of the Auditor is reviewed by the Committee which
also reviews the terms under which the Independent Auditor
may be appointed to perform non audit services. The Committee
reviews the scope and results of the audit, its cost effectiveness
and the independence and objectivity of the Auditor, with regard
to any non-audit work that the Auditor may undertake. In order to
safeguard Auditor independence and objectivity, the Committee
ensures that any other advisory and/or consulting services
provided by the Independent Auditor do not conflict with its
statutory audit responsibilities. Advisory and/or consulting services
will generally only cover reviews of interim financial statements,
specific and relevant assurance engagements and reporting
accountant related work. Any non-audit services conducted by the
Auditor outside of these areas will require detailed consideration
and the consent of the Committee before being initiated.
INDEPENDENCE
The Committee is required to consider the independence
of the Independent Auditor. In fulfilling this requirement, the
Committee has considered a report from Deloitte describing
its arrangements to identify, report and manage any conflict of
interest and the extent of non-audit services provided by them.
The Committee has concluded that it considers Deloitte to be
independent of the Company and that the provision of the non-
audit services described above is not a threat to the objectivity
andindependence of the conduct of the audit.
AUDITOR’S TENURE
previous audit partner reaching his fifth year of tenure having been
engaged on an uninterrupted basis since 30 June 2019. There
are no contractual obligations restricting the choice of external
auditor and the Company will consider putting the audit services
contract out to tender at least every ten years. In line with the
FRC’s recommendations on audit tendering, this will be considered
further when the audit partner rotates every five years. Under the
Companies Law, the reappointment of the Independent Auditor is
subject to shareholder approval at the AGM.
Having carried out the review described above and having satisfied
itself that the Auditor remains independent and effective, the
Audit Committee has recommended to the Board that Deloitte be
reappointed as Auditor for the year ending 31 December 2025.
AGM
The Chair of the Committee will be present at the Company’s AGM
to answer questions on the Audit Committee’s activity and matters
within the scope of the Audit Committee’s responsibilities.
JAMIE RICHARDS
CHAIR OF THE AUDIT COMMITTEE
18 March 2026
AUDIT COMMITTEE REPORT CONTINUED
76
US Solar Fund plc
Annual Report and Financial Statements 2025
DIRECTORS’ REMUNERATION REPORT
The Board has prepared this report in line with the AIC Code
as well as the requirements of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008(SI2008/410) and the Companies Act 2006.
Under the requirements of Section 497 of the Companies
Act 2006, the Company’s Auditor is required to audit certain
disclosures contained within the report. These disclosures have
been highlighted and the audit opinion thereon is contained
withinthe Auditor’s Report on pages 80-87.
CONSIDERATION BY THE DIRECTORS OF MATTERS
RELATING TO DIRECTORS’ REMUNERATION
The Remuneration and Nomination Committee comprises the
entire Board with Jamie Richards as Chair. This is considered
appropriate as all the Board members are independent Non-
Executive Directors. The Committee has responsibility for reviewing
the remuneration of the Directors, specifically reflecting the time
commitment and responsibilities of the role and meets at least
annually. The Committee also undertakes external comparisons
and reviews to ensure that the levels of remuneration paid are
broadly in line with industry standards and members have access
to independent advice where they consider it appropriate.
During the year neither the Board nor the Committee has been
provided with external advice or services by any person, but has
received industry comparison information from the Company
Secretary in respect of the Directors’ remuneration.
The remuneration policy set by the Board is described below.
Individual remuneration packages are determined by the
Remuneration and Nomination Committee within the framework
ofthis policy.
The Directors are not involved in deciding their own individual
remuneration with each Director abstaining from voting on their
own remuneration.
REMUNERATION POLICY
The Company’s remuneration policy is detailed below. Thiswas
initially adopted on 19 November 2019 and approved by
shareholders at the 2020 AGM. The policy was subsequently
approved at the AGM held on 24 May 2023 and will be tabled for
approval at the Company’s AGM in 2026 as part of the regulatory
three yearly approval process. The Company has followed the
Remuneration Policy during 2025 and, having reviewed it at
the Remuneration and Nomination Committee 2025 meeting,
concluded that it remains appropriate.
POLICY
The Company’s policy is that the remuneration of Non-Executive
Directors should be determined with due regard to the experience
of the Board as a whole, the time commitment required and to be
fair and comparable to that of other Non-Executive Directors of
similar companies. The Company may also periodically choose to
benchmark Directors’ fees with an independent review, to ensure
they remain competitive, fair and reasonable.
The fees for the Directors are determined within the limits set out
in the Company’s Articles of Association which states that the
Directors’ remuneration for their services in the office of director
shall, in the aggregate, not exceed £500,000 per annum or such
higher figure as the Company, by ordinary resolution, determines.
The Directors may elect to apply the cash amount equal to their
annual fee to subscribe for or to purchase Ordinary Shares.
Directors’ fees will be reviewed at least annually.
The Directors are entitled only to their annual fee and to be
reimbursed for any expenses properly and reasonably incurred by
them respectively in and about the business of the Company or in
the discharge of his or her duties as a Director.
Any Director who performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a director,
may be paid such reasonable additional remuneration to be
determined by the Directors or any committee appointed by the
Directors and such additional remuneration shall be in addition to
any remuneration provided for by way of their annual fee and their
reasonable expenses.
No element of the Directors’ remuneration is performance related,
nor does any Director have any entitlement to pensions, share
options or any long-term incentive plans from the Company.
The Directors hold their office in accordance with the Articles and
their appointment letters. No Director has a service contract with
the Company, nor is any such contract proposed. The Directors’
appointments can be terminated in accordance with the Articles
and without compensation.
RETIREMENT BY ROTATION
In accordance with the Articles of Association, the requirements
of the AIC Code and the Board’s policy, all the Directors will retire
annually and, being eligible, will offer themselves for re-election.
Biographical notes on the Directors are given on page65.
The Board believes that each Director’s skills, experience and
knowledge continue to complement each other and add value to
the Company and recommends the re-election of all the Directors
who will stand for re-election to the Board.
DETAILS OF DIRECTORS’ REMUNERATION (AUDITED)
The emoluments in respect of qualifying services of each person
who served as a Director during the period are shown below.
For the period from 1 January 2025 to 31 December 2025 the
Directors were paid a base annual fee of £44,100. In addition to
this fee, Gill Nott was paid an additional £23,940 per annum for her
role as Chair of the Board. Jamie Richards was paid an additional
£11,025 per annum for serving as Chair of the Audit committee.
No Director has waived or agreed to waive any emoluments from
the Company in the current year. No other remuneration was paid
or payable by the Company during the current period nor were
any expenses claimed by or paid to them other than for expenses
incurred wholly, necessarily and exclusively in furtherance of their
duties as Directors of the Company.
77
FINANCIAL STATEMENTSOVERVIEW
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT CORPORATE GOVERNANCE
DIRECTORS’ REMUNERATION
48
Director
Current
annual fee
(£)
Fees paid
from 1 Jan
– 31 Dec
2025
(£)
Fees paid
from 1 Jan
– 31 Dec
2024
(£)
Fees paid
from 1 Jan
– 31 Dec
2023
(£)
Gillian Nott 68,040 *68,040 68,040 63,420
Jamie Richards 5 5,125 **55,125 55,125 52,719
Thomas Plagemann 44,10 0 44,10 0 44,10 0 42,175
Mark Lerdal 44,10 0 44,10 0 11,0 25
Total 211,365 211,3 6 5 178,290 158,314
* This includes £23,940 per annum in respect of serving as Chair of the Board during the period
1 January – 31 December 2025.
** This includes £11,025 per annum in respect of serving as Chair of the Audit Committee during
the period 1 January – 31 December 2025.
DIRECTORS’ SHAREHOLDINGS
The Directors who held office during the year and their interests
inthe issued shares of 1c each of the Company were as follows:
Director Ordinary Shares
Gill Nott 126,000
Jamie Richards 185,112
Thomas Plagemann –
Mark Lerdal –
Total 311,112
All of the Directors’ share interests shown above were
heldbeneficially.
RELATIVE IMPORTANCE OF SPEND ON PAY
The difference in actual spend between 31 December 2025 and
31 December 2024 on Directors’ remuneration in comparison to
distributions (dividends and share buybacks) are set out in the
chart below.
Payments made
from 1 Jan
– 31 Dec 2025
($)
Payments made
from 1 Jan
– 31 Dec 2024
($) % Change
Directors’ total
remuneration*
303,671 300,777 0.96%
Dividends declared 7,895,926 10,287,263 (23.24%)
Buyback of
Ordinary Shares
via tender offer
0 18,960,256 (100%)
* Directors’ remuneration is paid in Great Britain Pounds (GBP), however for comparison
purposes the Directors’ total remuneration in this table is shown in US dollars, converted atthe
exchange rate applicable at the date of payment.
2026 REMUNERATION
The remuneration levels for the forthcoming year for the Directors
of US Solar Fund plc are shown in the Current Annual Fee
column in the above table. In setting the Directors’ remuneration,
consideration is given to the performance of the Company.
STATEMENT OF VOTING AT AGM
Shareholders considered and approved the Company’s
remuneration policy at the AGM on 20 May 2025. At the AGM
on 20 May 2025, the resolution to approve the Director’s 2024
Remuneration Report received 99.84% of votes in favour
respectively. At the 2024 AGM, when the Remuneration Policy
waslast put to a shareholder vote, 95.51% voted for the resolution,
showing significant shareholder support.
APPROVAL OF THE REMUNERATION REPORT
An ordinary resolution for the approval of this Directors’
Remuneration Report will be put to shareholders at the
forthcoming AGM.
COMPANY-WIDE CONSIDERATIONS
There are no executive directors, nor are there any employees
of the Company, so there are no statements to make on any
consultations, comparisons or pay and employment conditions
within the Company.
STATEMENT OF CONSIDERATION OF
SHAREHOLDER VIEWS
No comments were received in meetings held with shareholders
in 2025 in relation to Directors’ fees. Following publication of
the 2025 Annual Report and the Company will continue to offer
to meet virtually with shareholders to discuss the Company’s
performance and prospects and give shareholders the opportunity
to ask questions about the Remuneration Policy and levels
ofremuneration.
This Directors’ Remuneration Report was approved by the
Board on 18 March 2026 and is signed on its behalf by
Jamie Richards (Director and Chair of the Remuneration and
NominationCommittee).
JAMIE RICHARDS
CHAIR OF THE REMUNERATION & NOMINATION COMMITTEE
18 March 2026
48 Payments including to HMRC were made in January 2026 relating to fees for the prior year. These are included in the Directors’ Remuneration.
DIRECTORS’ REMUNERATION REPORT CONTINUED
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DIRECTOR’S RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the Annual Report
and financial statements in accordance with applicable law and
regulations.
As a Company listed on the London Stock Exchange, US Solar
Fund plc is subject to the UK Listing Rules and Disclosure
and Transparency Rules, as well as to all applicable laws and
regulations in England and Wales where it is registered.
The financial statements have been prepared in accordance with
UK-adopted international accounting standards. Under the UK
Companies Act 2006, the Directors must not approve the financial
statements unless they are satisfied they give a true and fair view
of the state of affairs of the Company and of the profit or loss for
the period. In preparing these financial statements, the Directors
should:
– select suitable accounting policies and then apply them
consistently;
– make judgements and estimates that are reasonable;
– specify which generally accepted accounting principles have
been adopted in their preparation; and
– prepare the financial statements on the going concern basis,
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping proper accounting
records which are sufficient to show and explain the Company’s
transactions and are to disclose with reasonable accuracy at any
time the financial position of the Company and enable them to
ensure that the financial statements comply with the requirements
of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are also responsible for preparing the Annual Report
and financial statements and the Directors confirm that they
consider that, taken as a whole, the Annual Report and financial
statements are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company’s
performance, business model and strategy. In accordance with the
FCA’s Disclosure and Transparency Rules, the Directors confirm to
the best of their knowledge that:
– the financial statements, prepared in accordance with
applicable accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the
Company taken as a whole;
– the Annual Report and accounts include a fair view of important
events that have occurred during the financial period
– the Annual Report and accounts include the related parties’
transactions that have taken place in the financial period
and that have materially affected the financial position or the
performance of the enterprise during that period; and
– the Annual Report and Financial Statements include a fair
review of the development and performance of the business
and the position of the Company, together with a description
ofthe principal risks and uncertainties that it faces.
The Directors have acknowledged their responsibilities in relation
to the financial statements for the period to 31 December 2025.
Signed by order of the Board,
GILL NOTT
CHAIR
18 March 2026
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FINANCIAL STATEMENTSOVERVIEW
US Solar Fund plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT CORPORATE GOVERNANCE
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF US SOLAR FUND PLC
Report on the audit of the financial statements
1. OPINION
In our opinion the financial statements of US Solar Fund plc (the ‘Company’):
– give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its loss for the year then ended;
– have been properly prepared in accordance with United Kingdom adopted international accounting standards; and
– have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
– the statement of profit and loss and other comprehensive income;
– the statement of financial position;
– the statement of changes in equity;
– the statement of cash flows; and
– the related notes 1 to 17.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted international
accounting standards.
2. BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. The non-audit services provided to the company for the year are
disclosed in note 6 to the financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical
Standard to the company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3. SUMMARY OF OUR AUDIT APPROACH
Key audit matters The key audit matters that we identified in the current year were:
– Fair value of investments
– Judgements associated with going concern
Within this report, key audit matters are identified as follows:
Similar level of risk
Materiality The materiality that we used in the current year was $2.8m which was determined on the basis of 1.5% of total
shareholders’ equity.
Scoping As the Company is required to measure its subsidiaries at fair value rather than consolidate on a line-by-line
basis, the Company has been treated as having only one component.
Significant changes in
ourapproach There have been no significant changes to our audit approach in the current year.
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FINANCIAL STATEMENTSCORPORATE GOVERNANCE
4. CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of
the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting is discussed
in section 5.2.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the reporting on how the company has applied the Association of Investment Companies Code of Corporate Governance
(the “AIC code”), we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
5. KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
5.1. FAIR VALUE OF INVESTMENTS
Key audit matter
description
The Company’s investments, held at fair value as required by IFRS 10, comprise of investments in an
intermediate holding company, USF Holding Corp., and its associated debt interest. The subsidiary entity holds
investments in solar power assets.
The Company holds five investments via this subsidiary entity as at 31 December 2025 (2024: five). The total
value of investments, including loan receivables, recognised at fair value as at the reporting date is $184.7m
(2024: $193.3m).
The valuation of investments in line with the requirements of IFRS 13 requires significant judgements given
there is no liquid or quoted price information available for the investments made, in particular in relation to
merchant price forecasts, forecast electricity production, and discount rates used to derive fair value. Other key
assumptions include inflation rates and the economic life of operational assets applied to future cash flows, as
well as the potential impact of climate change.
Due to the inherent risks described above we have identified a risk of error and a potential fraud risk relating to
the possibility that investments may be valued inappropriately. Additional consideration has been given to the
operational performance of the underlying assets, the current market capitalisation of the Company continuing
to be at a substantial discount to the net asset value in the financial statements, and the continued impact of
changes in macro-economic factors including interest rates and energy prices.
The Audit Committee have set out their consideration of the risk on page 75 and it is disclosed as a key
source of estimation uncertainty in note 3 of the financial statements. A breakdown of the investments and the
assumptions applied to the valuation are described in note 9 of the financial statements. Detail of the accounting
policy applied by the Company is set out in note 5 with details in respect of the valuation approach and
methodology set out in note 9.
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How the scope of our
audit responded to the
key audit matter
We challenged the assumptions made by the Directors and the valuation recognised through the
followingprocedures:
– obtaining an understanding of the relevant controls related to the valuation process at 31 December 2025;
– assessing the methodology applied in determining fair value and challenging of key assumptions through the
use of benchmarking against third party sources or market practice;
– involving valuation specialists and utilising other sources of evidence to assess and evaluate the valuation
methodology applied, the financial models prepared by the Directors, and key assumptions adopted
including discount rates, merchant price assumptions, electricity production assumptions, inflation rates, and
useful economic life assumptions;
– in conjunction with our valuation specialists, reviewing and challenging management’s benchmarking of the
net asset value of the Company against market capitalisation, including analysis of the share price discount to
net asset value of peer companies, and relevant market transactional data;
– using macroeconomic data and observable market data to challenge key assumptions including discount
rates and energy prices, and the consideration of the impact of climate change on the future demand for
renewable energy;
– reviewing and challenging forecast electricity production by comparing forecasts to historical performance,
assessing remediation plans across the portfolio and evaluating industry information on asset performance;
– assessing the arithmetic accuracy of the models prepared by management, including the incorporation of the
assumptions into the valuation and the correct application of the selected discount rates;
– assessing the sensitivity analysis over key assumptions performed by management to assess the impact of a
reasonably possible change on the fair value of investments recognised; and
– evaluating the adequacy of the disclosures made in the financial statements.
Key observations Based on the audit procedures performed we have concluded that the fair value of investments and relevant
disclosures are materially appropriate.
5.2. JUDGEMENTS ASSOCIATED WITH GOING CONCERN
Key audit matter
description
The Directors have performed an assessment of going concern for the Company are set out in the directors’
report on pages 66 to 67 and Note 2 to the financial statements respectively, and concluded that the continued
adoption of the going concern assumption is appropriate. In performing this assessment, the key area of
judgement was the requirement for a discontinuation vote.
As required by the Company’s Articles, due to the Company’s market capitalisation trading at an average
discount to net asset value (NAV) in excess of 10% over the course of 2025, a special resolution will be proposed
at the AGM on 28 May 2026 for the shareholders to vote for discontinuation, which would result in the need
to wind up or otherwise reconstruct the Company. To pass, 75% of shareholders would need to vote for the
resolution, therefore if more than 25% of shareholders vote against discontinuation, the vote would not pass.
We have identified a risk in relation to going concern, with a particular focus on the assumption that
discontinuation vote will not pass. As such, this required increased audit effort and senior involvement and has
led to the audit of the going concern assumption being identified as a key audit matter.
How the scope of our
audit responded to the
key audit matter
We challenged the assumptions made by the Directors and the adoption of the going concern assumption, in
particular the judgement as to whether the discontinuation vote may pass, through the following procedures:
– obtaining an understanding of the Board's process for evaluating the Company’s ability to continue as a
going concern;
– assessing the likely outcome of the discontinuance vote on the ongoing viability of the Company by reviewing
shareholder analysis and holding discussions with the Board, the Company’s investment manager and the
Company’s broker;
– obtaining and reviewing the Company’s facility agreements to understand terms associated with those
agreements, and comparing to facilities assumed in the forecasts;
– evaluating the Company’s liquidity requirements, and forecast cash flows over the assessment period,
including assessment of financing requirements of underlying project companies;
– assessing the assumptions used in the forecast cash flows, including performing sensitivity analysis in relation
to key assumptions and assessing headroom in the forecasts; and
– assessing the appropriateness of the disclosures in the financial statements relating to going concern.
Key observations Based on the procedures performed we are satisfied the Company’s assumptions and disclosures regarding the
preparation of the financial statements on a going concern are appropriate.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF US SOLAR FUND PLC CONTINUED
Report on the audit of the financial statements
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Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE
6. OUR APPLICATION OF MATERIALITY
6.1. MATERIALITY
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a
reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality $2.8m (2024: $2.9m)
Basis for determining materiality 1.5% of total shareholders’ equity (2024: 1.5% of total shareholders’ equity)
Rationale for the benchmark applied We consider total shareholders’ equity to be the key benchmark used by members of the
Company in assessing financial performance. Net asset value is a key metric communicated
to shareholders and investors and, due to the nature of the Company as an investment entity,
reflects both the performance and position of the Company.
A lower materiality threshold of $0.17m based upon 5% of expenses (2024: $0.19m based on 5% of expenses) has also been applied to all
administrative expenses and trade and other payables recognised within the statement of financial position at the reporting date. The use of a
lower materiality threshold reflects the nature of these transactions being primarily from related parties.
6.2. PERFORMANCE MATERIALITY
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the
2025 audit (2024: 70%). In determining performance materiality, we considered the following factors:
– our understanding of the control environment relevant to the financial reporting process;
– no significant changes in the business during the year against the expected business plan and strategy;
– historically low level of identified uncorrected misstatements; and
– relative complexity of operations and stage of investment lifecycle in the current year.
6.3. ERROR REPORTING THRESHOLD
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of $0.14m (2024: $0.15m), as well
as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on
disclosure matters that we identified when assessing the overall presentation of the financial statements.
Total Shareholders
'
Equity
Materiality
Total Shareholders
'
Equity $186.2m
Materiality $2.8m
Audit Committee reporting
threshold $0.14m
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7. AN OVERVIEW OF THE SCOPE OF OUR AUDIT
7.1. SCOPING
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of
material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
As the Company is required to measure its subsidiaries at fair value rather than consolidate on a line-by-line basis, we audited the Company as
a single component and thus all of the work was carried out by one audit team.
7.2. OUR CONSIDERATION OF THE CONTROL ENVIRONMENT
Reflecting the limited segregation of duties and timing of control activities, the audit plan was developed and executed on the basis of a non-
controls reliance strategy. However, we obtained an understanding of the relevant controls over the fair value of investments business cycle
and the financial reporting process as part of our audit procedures in these areas.
7.3. OUR CONSIDERATION OF CLIMATE-RELATED RISKS
Management has considered transition and physical risks when factoring in climate change as part of their risk assessment process when
considering the principal risks and uncertainties facing the Company. This is set out in the strategic report on pages 1 to 63 and the principal
risks set out on pages 52-60. From the financial statements’ perspective, these risks have been focused on the valuation of investments. This
is consistent with our evaluation of the climate-related risks facing the Company and is linked to the key audit matter as highlighted in section
5.1 above. In planning our audit, we have considered the potential impact of climate change on the Company’s business and its financial
statements. In addition, we have:
– assessed the key financial statement line items and estimates which are more likely to be materially impacted by climate change risks given
the more notable impacts of climate change on the business are expected to arise in the medium to long term;
– challenged how the Directors considered climate change in their assessment of going concern based on our understanding of the business
environment and by benchmarking relevant assumptions with market data;
– with the involvement of our Environmental Social and Governance (ESG) specialist we have assessed the Task Force for Climate related
Financial Disclosures (TCFD) on pages 44 to 51 against the recommendations of the TCFD framework; and
– read the climate risk disclosures included throughout the strategic report section of the annual report to consider whether they are
materially consistent with the financial statements and our knowledge obtained in the audit.
8. OTHER INFORMATION
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibility statement, the directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern,
disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend
to liquidate the company or to cease operations, or have no realistic alternative but to do so.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF US SOLAR FUND PLC CONTINUED
Report on the audit of the financial statements
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Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE
10. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
11. EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES, INCLUDING FRAUD
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
11.1. IDENTIFYING AND ASSESSING POTENTIAL RISKS RELATED TO IRREGULARITIES
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
– the nature of the industry and sector, control environment and business performance including the design of the company’s remuneration
policies, key drivers for directors’ remuneration, bonus levels and performance targets;
– results of our enquiries of management, the directors and the Audit Committee about their own identification and assessment of the risks of
irregularities, including those that are specific to the company’s sector;
– any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
– the matters discussed among the audit engagement team and relevant internal specialists, including valuations and ESG specialists
regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified
the greatest potential for fraud in the fair value of investments. In common with all audits under ISAs (UK), we are also required to perform
specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws
and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK Companies Act, Listing Rules, and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance
with which may be fundamental to the company’s ability to operate or to avoid a material penalty. This includes the Alternative Investment Fund
Managers (AIFM) Directive and Non-Mainstream Pooled Investments regulations.
11.2. AUDIT RESPONSE TO RISKS IDENTIFIED
As a result of performing the above, we identified the fair value of investments as a key audit matter related to the potential risk of fraud. The
key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response
to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant
laws and regulations described as having a direct effect on the financial statements;
– enquiring of management and the Audit Committee concerning actual and potential litigation and claims;
– performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to
fraud;
– reading minutes of meetings of those charged with governance; and
– in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal
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specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
12. OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies
Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
– the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not
identified any material misstatements in the strategic report or the directors’ report.
13. CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the company’s compliance with the provisions of the AIC Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on pages 66 to 67;
– the directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is
appropriate set out on page 61;
– the directors' statement on fair, balanced and understandable set out on page 79;
– the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 61;
– the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on
page 52; and
– the section describing the work of the audit committee set out on page 74 to 76.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF US SOLAR FUND PLC CONTINUED
Report on other legal and regulatory requirements
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Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE
14. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
14.1. ADEQUACY OF EXPLANATIONS RECEIVED AND ACCOUNTING RECORDS
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by
us; or
– the financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. DIRECTORS’ REMUNERATION
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been
made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
15.1. AUDITOR TENURE
Following the recommendation of the Audit Committee, we were appointed by the Directors on 30 June 2019 to audit the financial statements for
the year ending 31 December 2019 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals
and reappointments of the firm is seven years, covering the years ending 31 December 2019 to 31 December 2025.
15.2. CONSISTENCY OF THE AUDIT REPORT WITH THE ADDITIONAL REPORT TO THE AUDIT COMMITTEE
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK).
16. USE OF OUR REPORT
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
WILLIAM BROOKS FCA
(SENIOR STATUTORY AUDITOR)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
18 March 2026
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STATEMENT OF PROFIT AND LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2025
For the year ended 31 December 2025 For the year ended 31 December 2024
Notes
Revenue
USD
‘000
Capital
USD
‘000
Total
USD
‘000
Revenue
USD
’000
Capital
USD
’000
Total
USD
‘000
Net loss on investments at fair value
throughprofit and loss – (8,594) (8,594) – (42,472) (42,472)
MSA fee income 3,235 – 3,235 3,655 – 3,655
Dividends received 6,642 – 6,642 5,714 – 5,714
Intercompany interest income 1,989 – 1,989 1,994 – 1,994
Total income 11,866 (8,594) 3,272 11,363 (42,472) (31,109)
Expenditure
Administrative and other expenses 6 (3,314) – (3,314) (3,761) – (3,761)
Operating (loss)/profit for the year 8,552 (8,594) (42) 7,602 (42,472) (34,870)
Loss on foreign exchange – (7) (7) – (12) (12)
(Loss)/profit before taxation 8,552 (8,601) (49) 7,602 (42,484) (34,882)
Taxation 7 – – – – – –
(Loss)/profit and total comprehensive
income fortheyear 8,552 (8,601) (49) 7,602 (42,484) (34,882)
Earnings per share (basic and diluted)
– cents/share
8 2.78 (2.79) (0.02) 2.39 (13.33) (10.94)
All items dealt with in arriving at the result for the year relate to continuing operations.
The total column of this statement represents the Company’s profit and loss account. The financial statements have been prepared in
accordance with UK-adopted international accounting standards. The supplementary revenue and capital columns are presented for
information purposes, in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies, as
further explained in note 2.
Note: figures may not sum due to rounding.
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FINANCIAL STATEMENTSCORPORATE GOVERNANCE
STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Notes
31 December 2025
USD
’000
31 December 2024
USD
’000
Non-current assets
Investment held at fair value 9 184,657 193,251
184,657 193,251
Current assets
Trade and other receivables 10 839 846
Cash and cash equivalents 9 1,531 890
2,370 1,736
Total assets 187,027 194,987
Current liabilities
Trade and other payables 11 820 835
820 835
Net current assets 1,550 902
Total net assets 186,207 194,152
Shareholders equity
Share capital 12 3,322 3,322
Share premium 13 128,036 128,036
Capital reduction reserve 13 156,099 156,099
Capital reserve 13 (105,558) (96,957)
Retained earnings 13 4,308 3,652
Total shareholders equity 186,207 194,152
Net asset value per share 14 0.60 0.63
The financial statements of US Solar Fund plc (registered number 11761009) were approved by the Board of Directors and authorised for issue
on 18 March 2026. They were signed on its behalf by:
GILL NOTT
DIRECTOR
18 March 2026
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Notes
Share
capital
USD
’000
Share
premium
USD
‘000
Capital
reduction
reserve
USD
‘000
Capital
reserve
USD
‘000
Retained
earnings
USD
‘000
Total
equity
USD
‘000
Balance at 1 January 2024 3,322 128,036 156,099 (96,957) 3,652 194,152
Dividends 13 – – – – (7,896) (7,896)
(Loss)/profit & total comprehensive income for
the year
– – – (8,601) 8,552 (49)
Balance at 31 December 2025 3,322 128,036 156,099 (105,558) 4,308 186,207
For the year ended 31 December 2024
Notes
Share
capital
USD
’000
Share
premium
USD
‘000
Capital
reduction
reserve
USD
‘000
Capital
reserve
USD
‘000
Retained
earnings
USD
‘000
Total
equity
USD
‘000
Balance at 1 January 2024 3,322 128,036 175,008 (54,473) 6,337 258,230
Dividends 13 – – – – (10,287) (10,287)
Return of capital 13 – – (18,578) – – (18,578)
Share transaction costs – – (331) – – (331)
(Loss)/profit & total comprehensive income
fortheyear
– – – (42,484) 7,6 0 2 (34,882)
Balance at 31 December 2024 3,322 128,036 156,099 (96,957) 3,652 194,152
The notes on pages 92-104 form an integral part of these financial statements
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
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FINANCIAL STATEMENTSCORPORATE GOVERNANCE
Notes
Year ended
31 December 2025
USD
‘000
Year ended
31 December 2024
USD
‘000
Cash flows from operating activities
Loss for the year (49) (34,882)
Adjustments for:
Net loss on investments at fair value through profit and loss 9 8,594 42,472
Loss on foreign exchange 7 12
Operating cash flows before movements in working capital 8,552 7,602
Increase in trade and other receivables 4 2,242
Decrease in trade and other payables (12) (300)
Net cash generated from operating activities 8,544 9,544
Cash flows used in investing activities
Return of capital from investments 9 - 19,000
Net cash inflow from investing activities - 19,000
Cash flows generated from/(used in) financing activities
Cash paid on the repurchase of shares 13 - (18,909)
Dividends paid (7,896) (10,287)
Net cash outflow from financing activities (7,896) (29,196)
Net increase/(decrease) in cash and cash equivalents for the year 648 (652)
Effect of foreign exchange rate movements (7) (12)
Cash and cash equivalents at the beginning of the year 890 1,554
Cash and cash equivalents at the end of the year 1,531 890
The notes on pages 92-104 form an integral part of these financial statements.
IAS 7 Statement of Cash Flows requires additional disclosures about changes in an entity’s financing liabilities, arising from both cash flow and
non-cash flow items. As at 31 December 2025 the Company has no financing liabilities and therefore no further disclosure is required.
STATEMENT OF CASH FLOWS
For the year ended 31 December 2025
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1. GENERAL INFORMATION
US Solar Fund plc (the Company) was incorporated as a Public Company, limited by shares, in England and Wales on 10 January 2019 with
registered number 11761009. The registered office of the Company is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF. Its share
capital is denominated in US Dollars and currently consists of Ordinary Shares. The Company’s principal activity is to invest in adiversified
portfolio of solar power assets located in North America and other countries forming part of the OECD in the Americas.
2. BASIS OF PREPARATION
The financial statements have been prepared using accounting policies consistent with UK-adopted international accounting standards
in conformity with the requirements of the Companies Act 2006 where guidance set out in the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and Venture Capital Trusts”, issued by the Association of Investment Companies, (the
AIC SORP) in July 2022, is consistent with the requirements of IFRS, the Financial Statements have been prepared in compliance with the
recommendations of the AIC SORP (as suggested in the same section of the AIC SORP). The financial statements have been prepared on a
historical cost basis, except for the investment portfolio at fair value through the profit and loss. The principal accounting policies are set out in
note 5.
In terms of the AIC SORP, the Company presents a Statement of Profit and Loss and Other Comprehensive Income, which shows amounts
split between those which are revenue and capital in nature. The determination of the revenue or capital nature of a transaction is determined
by giving consideration to the underlying elements of the transaction and is carried out in accordance with the recommendations and
principles as set out in the AIC SORP. Capital transactions are considered to be those arising as a result of the appreciation or depreciation in
the value of assets, whether due to the retranslation of assets held in foreign currency or fair value movements on investments held at fair value
through profit and loss. Revenue transactions are all transactions, other than those which have been identified as capital in nature.
FUNCTIONAL AND PRESENTATION CURRENCY
The currency of the primary economic environment in which the Company operates (the functional currency) is US Dollar ($ or USD), which is
also the presentation currency.
GOING CONCERN
In assessing the going concern basis of accounting the Directors have had regard to the latest guidance issued by the Financial Reporting
Council in February 2025. In addition, note 9 to the financial statements includes the policies and processes for managing its capital, its
financial risk management, details of its financial instruments and its exposure to credit risk and liquidity risk.
The Directors have reviewed cash flow forecasts prepared by management. Based on those forecasts, consideration of the operating costs
and obligations as well as capital commitments, it has been considered appropriate to prepare these financial statements on a going concern
basis. The Company generated a loss after tax of $49 thousand and operating cash flows of $8.6 million for the year.
As at 31 December 2025, the Company is in a net current asset position of $1.6 million and has available cash of $1.5 million. As of the
same date, the Company’s subsidiary, USF Holding Corp., has available cash of $3.1 million, which is available to meet the obligations of
the Company. The Company has access through USF Avon LLC (a wholly owned subsidiary of the Company) to a $10.6 million RCF which
provides liquidity for operating expenditures. The facility is currently undrawn with no forecast drawings expected. The RCF will be available
throughout the going concern period.
The Board has reviewed a set of financial projections of the cash flow and distribution profile of the Company prepared by the Investment
Manager. The Board has assessed the prospects of the Group by reviewing its short-term cash flow forecast which covers a two-year period
and completed a detailed assessment to support the going concern conclusion for the 12 months following the signing of the Annual Report.
After assessing these risks, and reviewing the Company’s liquidity position, together with forecasts of the Company’s future performance
under various scenarios, the Company is forecast to have sufficient cash resources to continue its operations for a period of at least 12 months
from the date of approval of the accounts and the Board has a reasonable expectation that the Company will continue to meet its obligations
as they fall due for at least the next 12 months.
Because the Company has traded at an average discount to NAV in excess of 10% during 2025, the Company’s Articles require that a special
resolution be proposed at the Company’s forthcoming AGM in May 2026, for shareholders to vote to wind up or otherwise reconstruct the
Company. If a discontinuation resolution is passed, which requires at least 75% of the votes cast, the Articles provide the Board with up to four
months to put forward proposals to shareholders.
The Directors have considered the upcoming discontinuation vote in their assessment of going concern. The Board does not consider a
forced or accelerated realisation of the Company’s assets would deliver an outcome reflective of the portfolio’s long-term value and does not
recommend the resolution.
If the resolution were to be passed, the Directors would be required to put forward proposals to Shareholders within four months. Given the
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
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FINANCIAL STATEMENTSCORPORATE GOVERNANCE FINANCIAL STATEMENTSCORPORATE GOVERNANCE
illiquid nature of the Company’s underlying assets, and noting that implementation of any such proposal would be expected to extend beyond
the current going concern assessment period.
The Directors believe that the Company will continue for a period of at least 12 months from the date of approval of the accounts and have
adopted the going concern basis in preparing these financial statements.
3. CRITICAL JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application
of accounting policies and the reported amount of assets, liabilities, income and expenses. Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which the estimates are revised and in
any future periods affected.
During the year, the Directors considered the following significant judgements, estimates and assumptions:
JUDGEMENTS
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through profit or
loss rather than consolidate them unless they provided 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:
a. the Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;
b. 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
c. the Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Company meets the criteria as follows:
– the Company provides investment management services and has several investors who pool their funds to gain access to infrastructure
related investment opportunities that they might not have had access to individually;
– the stated strategy of the Company is to deliver stable returns to shareholders through investing in a diversified portfolio of utility-scale solar
power plants and associated infrastructure, which may include transmission and storage (e.g. batteries) assets which will typically be co-
located with the solar power plant (together, solar power assets) located in North America and other OECD countries in the Americas; 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 Directors, who use fair value as the primary measurement attribute to evaluate 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. There continues to be an active secondary market for renewables projects in the countries in which we
operate.
As at 31 December 2025, the Company only had one direct subsidiary, USF Holding Corp. Being an investment entity, it is measured at fair
value as opposed to being consolidated on a line-by-line basis, meaning its cash, debt and working capital balances are included in the fair
value of investments rather than the Group’s current assets.
ESTIMATES
Valuation of investment held at fair value
The fair valuation of the investment is the most significant estimate in the Company’s financial statements. This estimate is determined by
discounting expected cash flows at a discount rate appropriate to the risk profile of each investment. Refer to note 9 for further detail on the
fair value measurement as at 31 December 2025 and detail on the sensitivity analysis on inputs including discount rate, electricity production,
electricity prices and operational expenses.
2. BASIS OF PREPARATION CONTINUED
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2025
4. NEW AND REVISED STANDARDS AND INTERPRETATIONS
APPLICATION OF NEW AND REVISED STANDARDS
The accounting policies adopted in the preparation of the Annual Report and Audited Financial Statements for the year ended 31December
2025 are consistent with those of the previous financial year. The adoption of new standards, interpretations and amendments in the current
year has not had a material impact. The Company has not early adopted any standard, interpretation oramendment that has been issued but
is not yet effective at 31 December 2025.
NEW AND REVISED STANDARDS IN ISSUE BUT NOT YET EFFECTIVE
The following standards have been issued but are not effective for this accounting period and have not been adopted early:
– IFRS 18: Presentation and Disclosure in Financial Statements – effective from 1 January 2027
– Amendment to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments – effective from 1 January 2026
– IFRS 7: Financial Instruments: Disclosures – effective from 1 January 2026
Except for IFRS 18, adoption of the new or amended standards and relevant interpretations in future periods is not expected to have a material
impact on the financial statements of the Company.
IFRS 18 will supersede IAS 1 Presentation of Financial Statements, carrying forward many of the existing requirements from IAS 1 while
introducing additional requirements. The new standard sets out revised requirements for the classification and presentation of items in
the statement of profit and loss, provides new disclosures for management-defined performance measures in the notes and enhances
the principles for aggregation and disaggregation in both the primary financial statements and the accompanying notes. The Company’s
assessment of the impact of IFRS 18 is ongoing however IFRS 18 will have no impact on the recognition and measurement of assets, liabilities,
income or expenses.
5. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies used in the preparation of the financial statements have been consistently applied during the year ended 31December
2025 as well as the prior year.
The principal accounting policies applied in the preparation of the financial statements are set out below:
SEGMENTAL INFORMATION
The Board is of the opinion that the Group is engaged in a single segment business, being the investment in solar power assets located
inNorth America and other countries forming part of the OECD in the Americas.
INCOME
Income comprises interest income (bank interest and loan interest), Management Services Agreement (MSA) fee and dividend income.
Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be
measured reliably. Loan interest income is accrued by reference to the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying
amount on initial recognition. Dividend income is recognised in profit or loss on the date on which the Group’s right to receive payment is
established. The MSA fee is included in profit and loss on an accrual basis.
No income is earned from contracts with customers and as such IFRS 15 has not been applied.
EXPENSES
Operating expenses are the Company’s costs incurred in connection with the on-going management of the Company’s investments and
administrative costs. Operating expenses are accounted for on an accruals basis.
The Company’s management and administration fees, finance costs and all other expenses are charged through the Statement of Profit and
Loss and Other Comprehensive Income.
Directly attributable acquisition costs of assets are capitalised on purchase of assets. Costs directly relating to the issue of Ordinary Shares are
charged to share premium.
NET GAIN OR LOSS ON INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS
The Company recognises movements in the fair value of investments in subsidiaries through profit and loss.
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FINANCIAL STATEMENTSCORPORATE GOVERNANCE FINANCIAL STATEMENTSCORPORATE GOVERNANCE
TAXATION
The Company is approved as an Investment Trust Company under sections 1158 and 1159 of the Corporation Tax Act 2010 and Part 2
Chapter 1 Statutory Instrument 2011/2999 for accounting periods commencing on or after 25 May 2018. The approval is subject to the
Company continuing to meet the eligibility conditions of the Corporation Tax Act 2010 and the Statutory Instrument 2011/2999. TheCompany
intends to ensure that it complies with the Investment Trust Company regulations on an ongoing basis and regularly monitors the conditions
required to maintain Investment Trust Company status.
The main rate of corporation tax rate is 25%. Tax is recognised in the Statement of Profit and Loss and Other Comprehensive Income except
to the extent that it relates to the items recognised as direct movements in equity, in which case it is similarly recognised as a direct movement
in equity. Current tax is the expected tax payable on any taxable income for the period, using tax rates enacted or substantively enacted at the
end of the relevant period.
INVESTMENT HELD AT FAIR VALUE
Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed, or has rights, to variable returns from its
involvement with the subsidiary entity and has the ability to affect those returns through its power over the subsidiary entity.
In accordance with the exception under IFRS 10 Consolidated financial statements, an investment entity is not required to consolidate its
subsidiaries where certain conditions are met. The Company does not have any subsidiaries that provide investment management services
and are not themselves investment entities. As a result, the Company, being an investment entity, does not consolidate any of itssubsidiaries.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at bank and deposits held with the bank.
TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair value and subsequently stated at amortised cost less loss allowance which is
calculated using the provision matrix of the expected credit loss model, the effect of which is considered immaterial.
TRADE AND OTHER PAYABLES
Trade and other payables are recognised initially at fair value and subsequently stated at amortised cost.
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 Profit and Loss and Other Comprehensive Income.
The Company’s capital is represented by the Ordinary Shares, Share Premium (until cancellation), Accumulated losses and Capital Reduction
Reserve.
Treasury shares
The Company recognises the purchase of its own equity instruments in treasury shares, which are deducted from the capital reduction
reserve. No gain or loss is recognised in the Statement of Comprehensive Income on the purchase, sale, issue or cancellation of the
Company’s own equity instruments.
FINANCIAL INSTRUMENTS
In accordance with IFRS 9, the Company classifies its financial assets and financial liabilities at initial recognition into the categories of
amortised cost or fair value through profit or loss. None of the financial instruments are classified as fair value through other comprehensive
income.
FINANCIAL ASSETS
The Company classifies its financial assets at amortised cost or fair value through profit or loss on the basis of both:
– The entity’s business model for managing the financial assets
– The contractual cash flow characteristics of the financial asset
FINANCIAL ASSETS MEASURED AT AMORTISED COST
A debt instrument is measured at amortised cost if it is held within a business model whose objective is to hold financial assets in order to
collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding. The Company includes in this category short-term non-financing receivables including cash and
financial instruments classified as trade and other receivables.
5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2025
FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT LOSS
A financial asset is measured at fair value through profit or loss if:
a. its contractual terms do not give rise to cash flows on specified dates that are solely payments of principal and interest (SPPI) on the
principal amount outstanding; or
b. it is not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows
and sell; or
c. it is classified as held for trading (derivative contracts in an asset position).
The Company’s investment in subsidiaries (which comprises both debt and equity) is held at fair value through profit or loss under IFRS 9 as
the equity portion of the investment does not meet the SPPI test nor will the Company elect to designate the investments at fair value through
other comprehensive income. The debt investment forms part of a group of assets that are managed and the performance evaluated on a fair
value basis.
The Company includes in this category equity instruments including investments in subsidiaries (which comprises both debt and equity). There
are no consolidated subsidiaries.
FINANCIAL LIABILITIES MEASURED AT AMORTISED COST
This category includes all financial liabilities, other than those measured at fair value through profit or loss, including short-term payables.
RECOGNITION AND DERECOGNITION
Financial assets are recognised on trade date, the date on which the Company commits to purchase or sell an asset. A financial asset is
derecognised where the rights to receive cash flows from the asset have expired, or the Company has transferred its rights to receive cash
flows from the asset. The Company derecognises a financial liability when the obligation under the liability is discharged, cancelled orexpired.
IMPAIRMENT OF FINANCIAL ASSETS
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, there has been no impairment loss identified.
Investment held at fair value through profit or loss is not subject to IFRS 9 impairment requirements.
The Company holds trade receivables with no financing component and which have maturities of less than 12 months at amortised cost and,
as such has chosen to apply an approach similar to the simplified approach for expected credit losses (ECL) under IFRS 9 to all of its trade
receivables.
Interest receivable on cash balances, fall within the scope of IFRS 9. The Company has completed some high-level analysis and forward
looking qualitative and quantitative information, the Directors consider the interest receivable to be low credit risk as the deposits are held with
reputable financial institutions.
For interest receivable that is low credit risk, IFRS 9 allows a 12-month expected credit loss to be recognised. The Directors have concluded
that any ECL on the interest receivable would be immaterial to the Annual Financial Statements and therefore no impairment adjustments were
accounted for.
FAIR VALUE MEASUREMENT AND HIERARCHY
Fair value is the price that would be received on the sale of an asset, or paid to transfer a liability, in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction takes place either in
the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market. It is based on the
assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest. A fair
value measurement of a non-financial asset takes into account the best and highest value use for that asset.
The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the lowest level input
that is significant to the fair value measurement in its entirety. For this purpose significance of the inputs is assessed against the fair value
measurement in its entirety. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement,
considering factors specific to the asset or liability. If a fair value measurement uses observable inputs that require significant adjustment based
on unobservable inputs or any other significant unobservable inputs, that measurement is a Level 3 measurement.
5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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FINANCIAL STATEMENTSCORPORATE GOVERNANCE FINANCIAL STATEMENTSCORPORATE GOVERNANCE
5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
The fair value hierarchy to be applied under IFRS 13 is as follows:
a. Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
b. Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectlyobservable.
c. Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are carried at fair value and which will be recorded in the financial information on a recurring basis, the Company
will determine whether transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of eachreporting
period.
6. ADMINISTRATIVE AND OTHER EXPENSES
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Administrative fees 160 187
Director & officer insurance 71 85
Directors’ fees 304 301
Fees payable to the Company’s Auditor for the audit of the Company’s financial statements
47
230 244
Fees payable to the Company’s Auditor for non-audit services
48
32 23
Investment management fees 1,984 2,276
Legal and professional fees 240 217
Regulatory fees 15 19
Sundry expenses 278 409
3,314 3,761
The Company has no employees and therefore no employee related costs have been incurred.
7. TAXATION
The Company is approved as an Investment Trust Company with effect as of 16 April 2019 and is subject to tax at the UK corporation tax rate
of 25%. An Investment Trust Company can claim a corporation tax deduction for dividends designated as interest distributions that are derived
from net interest income. Therefore, no UK corporation tax charge has been recognised by the Company for the year ended 31 December
2025.
31 December 2025
USD
‘000
31 December 2024
USD
‘000
a. Tax charge in profit or loss:
– UK corporation tax – –
31 December 2025
USD
‘000
31 December 2024
USD
‘000
b. Reconciliation of the tax charge for the year
Loss before tax (49) (34,882)
Tax at UK main rate of 25% (2024: 25%) (12) (8,720)
Tax effect of:
Fair value losses on investments not taxable 2,148 10,618
Foreign exchange gain and loss not taxable 2 3
Non-deductible expenditure – 3
Deferred tax not recognised on expenses not utilised (35) 22
Non-taxable dividend income (1,660) (1,428)
Dividends designated as interest distributions (443) (498)
Tax charge for the year – –
47 In addition to the above, 49,300 (2024: $47,500) was paid to Deloitte LLP (the Company’s auditor) in respect of audit services provided in the year relating to full year 2025 accounts of
unconsolidated subsidiaries.
48 The non-audit services provided relate to the review of the interim financial statements.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2025
The tax credit of $443,000 (2024: $498,000) arose as a result of dividends payable in respect of the year being designated as interest
distributions in accordance with UK tax legislation specific to Investment Trust Companies. Investment trust companies which have been
approved by HM Revenue & Customs are exempt from UK corporation tax on their capital gains. Due to the Company’s status as an approved
investment trust company, and the intention to continue meeting the conditions required to maintain that approval for the foreseeable future,
the Company has not provided for deferred tax in respect of any gains or losses arising on the revaluation of its investments. The Company
has an unrecognised deferred tax asset of $64,762 (2024: $99,721) in respect of tax losses which are available to be carried forward and offset
against future taxable profits. A deferred tax asset has not been recognised as it is considered unlikely that the Company will generate taxable
profits in excess of deductible expenses in future periods. The unrecognised deferred tax asset has been calculated using a corporation tax
rate of 25% (2024: 25%).
8. EARNINGS PER SHARE
Earnings per share amounts are calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the Company by
the weighted average number of Ordinary Shares in issue during the year. As there are no dilutive instruments outstanding, basic and diluted
earnings per share are identical.
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Net loss attributable to ordinary shareholders (49) (34,882)
Weighted average number of Ordinary Shares for the year 307,833 318,682
Earnings per share – Basic and diluted (cents per share) (0.02) (10.94)
9. FINANCIAL INSTRUMENTS
9.1 FINANCIAL ASSETS
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Financial asset
Financial assets at fair value through profit and loss:
Investment held at fair value 184,657 193,251
Financial assets at amortised cost:
Amounts receivable from subsidiary 766 846
Cash at bank 1,531 890
Total financial assets 186,954 194,987
9.2 FINANCIAL LIABILITIES
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables 820 835
Total financial liabilities 820 835
At the balance sheet date, all financial assets and liabilities were measured at amortised cost except for the investment held at fair value.
7 TAXATION CONTINUED
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US Solar Fund PLC
Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE FINANCIAL STATEMENTSCORPORATE GOVERNANCE
9.3 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. The management of risks is performed by the Directors of the Company and the exposure to each
financial risk considered potentially material to the Company, how it arises and the policy for managing it is summarised below.
Credit risk
The Company is exposed to third-party credit risk in several instances and the possibility that counterparties with which the Company and its
subsidiaries, together the Group, contracts may fail to perform their obligations in the manner anticipated by the Group.
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.
Cash and other assets that are required to be held in custody will be held at bank. 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.
Credit risk is mainly at subsidiary level where the 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 lower credit standing.
Credit exposures may also be managed using credit derivatives. No credit derivatives were in place as at 31 December 2025.
Cash and bank deposits are held with major international financial institutions who each hold a Moody’s credit rating of Baa1 or higher.
Liquidity risk
The objective of liquidity management is to ensure that all commitments which are required to be funded can be met out of readily available
and secure sources of funding. The Company’s only financial liabilities are trade and other payables. The Company intends to hold sufficient
cash across the Company and Subsidiary’s operating accounts to meet the working capital needs over a horizon of at least the next six
months. Cash held at subsidiary level is available to meet the obligations of the Company. As at 31 December 2025 USF Holding Corp. held
free cash at bank of $3.1 million. Cash flow forecasts are prepared on a monthly basis for a rolling two-year period to assist in the ongoing
analysis of short-term cash flow.
The following table reflects the maturity analysis of financial liabilities.
As at 31 December 2025
<1 year
USD
‘000
1 to 2 years
USD
‘000
2 to 5 years
USD
‘000
>5 years
USD
‘000
Total
USD
‘000
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables 820 – – – 820
Total financial liabilities 820 – – – 820
As at 31 December 2024
<1 year
USD
‘000
1 to 2 years
USD
‘000
2 to 5 years
USD
‘000
>5 years
USD
‘000
Total
USD
‘000
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables 835 – – – 835
Total financial liabilities 835 – – – 835
9 FINANCIAL INSTRUMENTS CONTINUED
100
US Solar Fund PLC
Interim Report and Financial Statements 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2025
Market risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as
changes in inflation, merchant power price curves, foreign exchange rates and interest rates.
Inflation risk
The Group cash flows are positively correlated to inflation over the useful life of the investment portfolio. However, as the Group’s revenue is
fixed in the short to medium term through PPAs executed with credit worthy counterparties, the cash flows are negatively correlated to inflation
over the short to medium terms. The Group manages exposure to this risk by carrying out detailed cash forecasting and holding sufficient
cash reserves, thereby mitigating the cash flow impacts.
Merchant power price curves
Energy price forecasts are monitored regularly and incorporated into the Company’s valuation process. The Company uses forecast price
curves from two reputable providers and averages the most recent two forecasting periods (four curves in total). The averaging of curves and
providers is used to prevent the valuation of the portfolio being unduly influenced by one forecaster’s set of assumptions; to mitigate potential
forecaster errors in a particular period; and to reduce the timing risk inherent in valuing the portfolio shortly before curve updates are released.
Foreign exchange rates
The Group has limited exposure to non-USD transactions. Therefore, the risks of foreign exchange rates is minimal.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows from underlying investments therefore
impacting the value of investments at fair value through profit or loss. The Group has limited exposure to interest rate risk as the underlying
borrowing within its wholly owned subsidiary, USF Avon, LLC, is largely hedged through interest rate swap arrangements. The Group’s
corporate debt facility is unhedged on the basis it is utilised as an investment bridging facility and therefore drawn for a relatively short period of
time. The facility was undrawn at 31 December 2025.
Capital risk management
The capital structure of the Company at year-end consists of equity attributable to equity holders of the Company, comprising issued capital,
reserves and accumulated loss. The Company has no return on capital benchmark, but 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.
9.4 FAIR VALUE MEASUREMENT
The following table analyses within the fair value hierarchy the Company’s assets and liabilities measured at fair value at 31 December 2025:
Level 1
USD
‘000
Level 2
USD
‘000
Level 3
USD
‘000
Investments held at fair value – – 184,657
The following table analyses within the fair value hierarchy the Company’s assets and liabilities measured at fair value at 31 December 2024:
Level 1
USD
‘000
Level 2
USD
‘000
Level 3
USD
‘000
Investments held at fair value – – 193,251
The investments recognised at fair value through profit and loss are classified as Level 3 in the fair value hierarchy and the reconciliation inthe
movement of this Level 3 investment is presented below. No transfers between levels took place during the year.
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Opening balance 193,251 254,723
Less: Return of capital – (19,000)
Total fair value movement through the profit or loss (capital) (8,594) (42,472)
Closing balance 184,657 193,251
The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as of the date of the event or change
incircumstances that caused the transfer.
9. FINANCIAL INSTRUMENTS CONTINUED
101
OVERVIEW STRATEGIC REPORT
US Solar Fund PLC
Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE FINANCIAL STATEMENTSCORPORATE GOVERNANCE
9. FINANCIAL INSTRUMENTS CONTINUED
Subsidiary information Place of Business Percentage Ownership
USF Holding Corp Delaware, USA 100%
Opening balance
USD
‘000
Equity acquisitions
during the year
USD
‘000
Loans: principal
advanced during the year
USD
‘000
Net fair value movement
during the year
USD
‘000
Closing balance:
equity and loans
USD
‘000
USF Holding Corp. 193,251 – – (8,594) 184,657
From establishment to 31 December 2025, the Company has funded USF Holding Corp. with equity and debt, with the total amount of debt
funding based on several criteria, including an arm’s length gearing test satisfying thin capitalisation rules. Fair value relates to USF's share of
the underlying solar asset investment and cash flows only (i.e. balances exclude tax equity investment amounts) and expected returns and
fair values are modelled after allowing for distributions to tax equity investors. Included in the total fair value movement of ($8.6million) are
dividends paid to USF from underlying US entities of $6.6 million.
On 28 June 2019, the Company entered into a MSA with its subsidiary USF Holding Corp. The Board of the Company, with further assistance
by delegation of its duties to the Investment Manager, provides strategic management services to USF Holding Corp relating toits current
portfolio of US solar assets and potential acquisitions.
A list of the significant investments in unconsolidated subsidiaries, including the name, country of incorporation and proportion of ownership is
shown below:
Subsidiary information Place of Business Percentage Ownership
USF Avon LLC USA 100%
USF Bristol LLC USA 100%
USF Surry LLC USA 100%
USF Essex LLC USA 100%
USF Cheshire LLC USA 100%
USF Dorset Holding LLC USA 100%
VALUATION METHODOLOGY
VALUATION PROCESS
The NAV approved by the USF Board takes into account the overall valuations of portfolio assets assessed by the Independent Valuer on a
semi-annual basis as at 30 June and 31 December 2025. These valuations form part of the NAV calculation of the Company, which is subject
to review/audit.
The Company engaged KPMG as the Independent Valuer to calculate a fair value range of its assets. KPMG is one of the largest valuation
firms in the US with significant experience in estimating the fair value of solar and other renewable energy assets. In line with USF policy, all of
its operating assets were externally valued at 31 December 2025.
Based on the valuation range and discount rates provided by the Independent Valuer, the Administrator, in conjunction with the Investment
Manager, calculates the NAV and the NAV per Ordinary Share, and submits the same to the Board for its approval. The valuation has been
calculated in accordance with USPAP as applied to PV electricity generation systems in the US.
Fair value for operational solar assets is derived from a DCF methodology using pre-tax cash flows and a pre-tax discount rate. In a DCF
analysis, the fair value of the Solar Power Asset is the present value of the asset’s expected future cash flows, based on a range ofoperating
assumptions for revenues and costs and an appropriate discount rate range.
The Independent Valuer has reviewed a range of sources in determining the fair market valuation of the solar assets, including but not limited
to:
– discount rates publicly disclosed by the Company’s global peers;
– discount rates applicable to comparable infrastructure asset classes;
– quality of cash flow forecasts in terms of operations;
– the level of gearing at each investment level; and
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US Solar Fund PLC
Interim Report and Financial Statements 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2025
– capital asset price model outputs and implied risk premium over relevant risk-free rates
A broad range of assumptions are used in valuation models. Where possible, assumptions are based on observable long-term historical
market or market observations. The budgeted operational costs are based on technical data and the implicit financing costs for leveraged
investments are based on market data. The Company also engages technical experts to provide long-term electricity price forecast which is a
critical datapoint used to forecast revenues.
Discount rates
Discount rates used in the valuation of the portfolio are derived from long term government bond yields, plus an investment specific risk
premium, reflecting the risk of investing in that particular investment. The discount rate also reflects the Independent Valuer’s view of the
transactional activity in the relevant market along with implied execution discount rates.
As at 31 December 2025, the discount rate was 10.8% (December 2024: 10.8%). The discount rate is presented on a pre-tax basis.
9.5 SENSITIVITY ANALYSIS
Set out below are the initial indications of the key assumptions the Directors believe would have a material impact upon the fair value of the
investments should they change. In the absence of an operating business model for each underlying renewable energy asset, the sensitivities
have been conducted on the acquisition models of these assets. The following sensitivities assume the relevant input is changed over the
entire useful life of each of the underlying renewable energy assets, while all other variables remain constant. Allsensitivities have been
calculated independently of each other.
The Directors consider the changes in inputs to be within a reasonable expected range based on their understanding of market transactions.
This is not intended to imply that the likelihood of change or that possible changes in value would be restricted to this range.
Change in input
Changes in Investments
held at fair value
USD (m)
Change in
NAV per share
USD (c)
Discount rate +1% -18.31 -5.95
-1% +21.88 +7.11
Electricity production (change from P50) P90 -31.96 -10.38
P10 +28 .18 +9.15
Merchant period electricity prices -10% -21.93 -7.13
+10% +21.54 +7. 0 0
Operations and maintenance expenses +10% -16.49 -5.36
-10% +16.47 +5.35
Operating life -3 years -7.13 -2.32
+3 years +4.94 +1.61
Tax rate +5% -3.82 -1.24
-5% +3.81 +1. 24
Inflation rate +1% +17.41 +5.66
-1% -14.72 -4.78
Operating expenses inflation rate +1% -16.05 -5.21
-1% +13.51 +4.39
10. TRADE AND OTHER RECEIVABLES
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Amounts receivable from subsidiary (note 15) 766 801
Prepayments 38 45
VAT receivable 35 –
839 846
9. FINANCIAL INSTRUMENTS CONTINUED
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OVERVIEW STRATEGIC REPORT
US Solar Fund PLC
Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE FINANCIAL STATEMENTSCORPORATE GOVERNANCE
11. TRADE AND OTHER PAYABLES
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Creditors and operating accruals 350 345
Investment management fee accrual 470 488
VAT payable – 2
820 835
12. SHARE CAPITAL
Ordinary
shares
NUMBER
‘000
Treasur y
shares
NUMBER
‘000
Share
capital
USD
‘000
Share
premium
USD
‘000
Capital
reduction
reserve
USD
‘000
Total
share capital
reserves
USD
‘000
As at 31 December 2024 3 07, 8 3 3 24,359 3,322 128,036 156,099 287,4 5 7
As at 31 December 2025 307,833 24,359 3,322 128,036 156,099 287,457
The Company has an authorised share capital of 500,000,000 Ordinary Shares.
On incorporation the Company issued one Ordinary Share of $0.01 which was fully paid up.
Following a successful application to the High Court and lodgement of the Company’s statement of capital with the Registrar of Companies,
the Company was permitted to cancel a portion of its share premium account. This was effected on 21 June 2019 by a transfer of the balance
of $194 million from the share premium account to the capital reduction reserve. The capital reduction reserve isclassed as a distributable
reserve and dividends to be paid by the Company are able to be offset against this reserve.
On 3 May 2024 the Company announced the commencement of the Tender Offer to return up to $19 million to shareholders. On 11 June 2024
the Company announced that following the results of the Tender Offer, 24,358,974 shares would be repurchased under the Tender offer, at a
price of $0.764 per share. These shares are held in Treasury.
13. RESERVES
The nature and purpose of each of the reserves included within equity at 31 December 2025 are as follows:
– Share premium reserve: represents the surplus of the gross proceeds of share issues over the nominal value of the shares, net of the direct
costs of equity issues and net of conversion amount. As at 31 December 2025 the share premium account has a balance of $128,036,000
(2024: $128,036,000)
– Capital reduction reserve: represents a distributable reserve (which may be utilised in respect of dividend payouts) created following a court
approved reduction in capital. As at 31 December 2025 the capital reduction reserve has a balance of $156,099,000 (2024:$156,099,000)
– Capital reserve: represents cumulative net gains and losses, of a capital nature, recognised in the Statement of Profit and Loss and Other
Comprehensive Income and associated tax allocations arising from the MSA fee income and interest distributions.
As at 31December 2025 the capital reserve reflects a loss of $(105,558,000) (2024: $(96,957,000))
– Retained earnings represent cumulative net gains and losses, of an income nature, recognised in the Statement of Profit and Loss
andOther Comprehensive Income and associated tax allocations arising from the MSA fee income and interest distributions.
As at 31 December 2025, retained earnings reflects a profit of $4,308,000 (2024: $3,652,000)
– During the year, the Company declared dividends of 2.565 cents per share (2024: 3.22 cents per share) totalling $7,896,000 (2024:
$10,287,000) of which $7,896,000 (2024: $10,287,000) had been paid as at 31 December 2025
The only movements in these reserves during the year are disclosed in the statement of changes in equity.
104
US Solar Fund PLC
Interim Report and Financial Statements 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2025
14. NET ASSET VALUE PER SHARE
Basic NAV per share is calculated by dividing the Company’s net assets as shown in the statement of financial position that are attributable to
the ordinary equity holders of the Company by the number of Ordinary Shares outstanding at the end of the period.
As there are no dilutive instruments outstanding, basic and diluted NAV per share are identical.
31 December 2025
USD
‘000
31 December 2024
USD
‘000
Net assets per Statement of Financial Position 186,207 194,152
Ordinary Shares in issue as at 31 December 307,833 3 07,8 3 3
NAV per share – Basic and diluted 0.60 0.63
15. TRANSACTIONS WITH RELATED PARTIES
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.
Details of related parties are set out below:
NON-EXECUTIVE DIRECTORS
Directors are paid fees of £44,100 per annum. In addition to this, Gillian Nott receives £23,940 per annum in respect of serving as Chair ofthe
Board and Jamie Richards receives £11,025 per annum in respect of serving as Chair of the Audit committee.
Total Directors’ fees of $303,671 (2024: $300,777) were incurred in respect of the year with none being outstanding and payable at the year-
end (2024: $nil).
SUBSIDIARY
The Company previously issued loans totalling $43 million to its subsidiary USF Holding Corp. The two loans were issued on 26 June 2019 and
31 December 2019 and are repayable seven years from issuance. The loans bear interest at rates of 4.75% and 4.10% respectively, payable
semi-annually in arrears.
INVESTMENT MANAGER
The Investment Manager is entitled to management fees under the terms of the IMA. The Company shall pay to the Investment Manager an
annual fee (exclusive of value added tax, which shall be added where applicable) payable quarterly in arrears calculated at the following rates
based on the Net Asset Value on the last Business Day of the relevant quarter.
Assets under management Fee based on NAV
< $500 million 1.0% per annum
$500 million to $1 billion 0.9% per annum
> $1 billion 0.8% per annum
A management fee of $2.0 million (2024: $2.3 million) was incurred during the year, of which $0.5 million (2024: $0.5 million) remained payable
at 31 December 2025.
In addition to the management fee, the Manager shall also be entitled to payment of the following:
a. a fee for any successful arrangement of debt services payable at a rate of 0.5% of the debt face value;
b. a fee for any oversight of asset construction services payable at market rates, negotiated on an arms’ length basis and subject to the
approval of the Board; and
c. a fee for the provision of asset management services of $1–$4/kW per year based on the capacity of the project. Services include facility
operations, insurance, government approvals and inspections;
in each case which are paid for by the Company’s underlying US subsidiaries.
Debt arrangement fees totalling $0.8 million were incurred and paid during the year (2024: $nil).
Asset management fees totalling $1.1 million ($0.9 million paid; $0.3 million accrued) were incurred during the year (2024: $1.2 million, of which
$0.9 million paid and $0.3 million accrued).
16. CAPITAL COMMITMENTS
The Company had no contingencies and no other significant capital commitments at the reporting date.
17. POST BALANCE SHEET EVENTS
On 18 March 2026, the Board approved the declaration of a nominal dividend for Q4 2025, with future dividends to be determined once there
is sufficient visibility and stability in cash flows to support a sustainable distribution.
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OVERVIEW STRATEGIC REPORT
US Solar Fund PLC
Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE
In accordance with ESMA Guidelines on APMs the Board has considered the APMs included in the Annual Report and financial statements
which require further clarification. An APM is defined as a financial measure of historical or future financial performance, financial position, or
cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMsincluded in the Annual
Report and financial statements are identified as non-GAAP measures and are defined within the Glossary.
APM 31 Dec 2025 31 Dec 2024
Discount
to NAV
The percentage by which the closing share price on comparable dates exceeds/(falls short
of) the NAV per share. There is no direct reconciliation to the financial statements, being a
calculation instead derived from the Company’s share price.
(43.8%) (31.8%)
Dividends to
shareholders
Dividends to shareholders includes dividends declared during the period, as disclosed in
the financial statements. This measure provides information on the Company’s dividends
shareholders. Dividends declared and paid can be found disclosed in the financial statements
and notes to the financial statements.
$7.9m $10.3m
49
Gearing The face value of drawn debt as a percentage of the Gross Asset Value (GAV – calculated
as NAV plus outstanding mini-perm term loan debt held at USF Avon, LLC). This measure
shows the portfolio’s debt ratio. As this measure is presented on a portfolio basis, there is no
near comparable in the financial statements.
40% 41%
NAV Net Asset Value. Represents the equity attributable to equity holders of the parent in the
balance sheet. This terminology is used as it is common investment sector terminology and
so is the most understandable to the users of the Annual Report. Components of NAV are
further discussed throughout the Annual Report, including from page 34.
$186.2m $194.2m
NAV per
share
This is a measure of Net Asset Value (or NAV) per Ordinary Share in the Company and is
calculated as the NAV divided by the total number of shares in issue at the balance sheet
date. Represents the equity attributable per share to equity holders of the parent in the
Balance Sheet. This terminology is used as it is common investment sector terminology and
so is the most understandable to the users of the Annual Report.
$0.60 $0.63
NAV total
return
This is a measure of Net Asset Value (or NAV) total return. NAV total return is based on
dividends paid throughout the period and NAV movement since inception. There is no
direct reconciliation to the financial statements, being a calculation instead derived from the
Company’s NAV. However a nearest comparison were this measure based on a figure in the
financial statements is provided in the Strategic Report, Investor Relations, Total Shareholder
Return and NAV total return paragraph.
(13.4%) (13.4%)
Operational
dividend
cover
Calculated as net operating cash generation divided by dividends paid in the year. Seeks
to reflect the sustainability of the level of dividends paid by looking at the underlying cash
generation from the portfolio and excludes one-off and non-recurring cash flow items (such
as, for example, fees, losses or gains associated with asset sales or refinancing transactions)
to reflect the coverage from operational revenue generation in the period. Asthis measure
is presented on a portfolio basis, there is no near comparable in the financial statements.
Dividends paid can be found disclosed in the financial statements andnotes to the financial
statements.
0.96x 1.10 x
Project
revenue
Defined as revenue derived from the Company’s portfolio. As this measure is presented on a
portfolio basis, there is no near comparable in the financial statements. Dividends paid can
be found disclosed in the financial statements and notes to the financial statements.
$42.0m $44.9m
Total
dividend cover
Total dividend cover is calculated as net portfolio cash generation divided by dividends paid
in the year, with an adjustment for items such as cash flow reserves carried forward from
operating cash flows generated in prior periods. As this measure is presented on a portfolio
basis, there is no near comparable in the financial statements. Dividends paid can be found
disclosed in the financial statements and notes to the financial statements.
0.82x 0.57x
TSR Share price appreciation plus dividends assumed to be reinvested since IPO. The total
return based on the NAV appreciation plus dividends paid since the IPO. There is no direct
reconciliation to the financial statements, being a calculation instead derived from the
Company’s share price. However a nearest comparison were this measure based on a
figure in the financial statements is provided in the Strategic Report, Investor Relations, Total
Shareholder Return and NAV total return paragraph.
(53.5%) (44.3%)
ALTERNATIVE PERFORMANCE MEASURES
49 In 2024, $18.6 million was also returned to shareholders by way of a tender offer. Therefore total distributions to shareholders for 2024 totalled $28.9m, of which dividends totalled $10.3 million.
106
US Solar Fund PLC
Interim Report and Financial Statements 2024
AGM The Company’s Annual General Meeting
AIC Association of Investment Companies
AIC Code AIC Code of Corporate Governance
AIFM Alternative investment fund manager
AIIA The Company’s Investment Manager, Amber Infrastructure Investment Advisor, LLC, a member of the
Amber Infrastructure Group
Amber Amber Infrastructure Group
Amber Infrastructure Group Amber Infrastructure Group Holdings Limited and its subsidiaries
APMs In accordance with ESMA Guidelines on Alternative Performance Measures the Board has considered the
APMs included in the Annual Report and financial statements which require further clarification. AnAPM
is defined as a financial measure of historical or future financial performance, financial position, or cash
flows, other than a financial measure defined or specified in the applicable financial reporting framework.
APMs included in the Annual Report and financial statements are identified as non-GAAP measures and
are defined within this glossary.
Articles The articles of association of the Company
Average NAV Average of published NAVs for the relevant periods
AVERT Avoided Emissions and geneRation Tool
COD Commercial Operations Date
Company US Solar Fund plc (USF) or “the Group” when referring to the Company and its investment portfolio
subsidiaries.
CSRD Corporate Sustainability Reporting Directive
DCF Discounted cash flow
DCSR Debt service coverage ratio
Dividend paid Non-GAAP measure. Represents dividends paid, as disclosed in the financial statements. This measure
provides information on the Company’s dividend performance. Dividends paid can be found disclosed in
the financial statements and notes to the financial statements.
Dividend per share Non-GAAP measure. Represents dividends paid per Ordinary Share issued, as disclosed in the financial
statements. This measure provides information on the Company’s dividend performance. Dividends paid
and number of issued shares can be found disclosed in the financial statements and notes to the financial
statements.
ECL Expected credit losses
ESG Environmental, Social and Governance
EFRAG European Financial Reporting Advisory Group
EU Taxonomy EU Taxonomy for Sustainable Activities
FCA Financial Conduct Authority
FPPP Financial Position and Prospectus Procedures
FRC The Financial Reporting Council
GAV Gross asset value
Gearing Non-GAAP measure. The face value of drawn debt as a percentage of the Gross Asset Value (GAV –
calculated as NAV plus outstanding debt). This measure shows the portfolio’s debt ratio. As this measure
is presented on a portfolio basis, there is no near comparable in the financial statements.
GWh Gigawatt hours
GHG Greenhouse gas emissions
IFRS International Financial Reporting Standards
IMA Investment Management Agreement
GLOSSARY
Including Alternative Performance Measures
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OVERVIEW STRATEGIC REPORT
US Solar Fund PLC
Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE
Investment Manager Amber Infrastructure Investment Advisor LLC, a member of the Amber Infrastructure Group appointed as
the Company’s Investment Manager on 1 December 2023. Prior to 1 December 2023, the Company was
managed by New Energy Solar Manager, Pty Ltd.
IPO The Company’s initial public offering completed on 11 April 2019 made pursuant to a prospectus dated
26 February 2019.
ISSB International Sustainability Standards Board
MSA Management Services Agreement
NAV Net Asset Value. Represents the equity attributable to equity holders of the parent in the balance
sheet. This terminology is used as it is common investment sector terminology and so is the most
understandable to the users of the Annual Report. Components of NAV are further discussed throughout
the Annual Report, including from page 34.
NAV per Share Non-GAAP measure. This is a measure of Net Asset Value (or NAV) per Ordinary Share in the Company
and is calculated as the NAV divided by the total number of shares in issue at the balance sheet
date. Represents the equity attributable per share to equity holders of the parent in the Balance
Sheet. Thisterminology is used as it is common investment sector terminology and so is the most
understandable to the users of the Annual Report.
NAV total return Non-GAAP measure. This is a measure of Net Asset Value (or NAV) total return. NAV total return is based on
dividends paid throughout the period and NAV movement since inception. There is no direct reconciliation
to the financial statements, being a calculation instead derived from the Company’s NAV. However a nearest
comparison were this measure based on a figure in the financial statements is provided in the Strategic
Report, Investor Relations, Total Shareholder Return and NAV total return paragraph.
Net-zero Net-zero refers to balancing the amount of emitted greenhouse gases with the equivalent emissions that
are either offset or sequestered. This should primarily be achieved through a rapid reduction in carbon
emissions, but where zero carbon cannot be achieved, offsetting through carbon credits or sequestration
through rewilding or carbon capture and storage needs to be utilised.
O&M Operations and maintenance
OECD Organisation for Economic Co-operation and Development
Offtaker Purchaser of electricity and/or RECs under a PPA and/or a REC Agreement (as defined in Part XI
(Glossary of Terms) of the Prospectus)
Operational
dividend cover
Non-GAAP measure. Calculated as net operating cash generation divided by dividends paid in the
year. Seeks to reflect the sustainability of the level of dividends paid by looking at the underlying cash
generation from the portfolio and excludes certain components to reflect the coverage from operational
revenue generation in the period. As this measure is presented on a portfolio basis, there is no near
comparable in the financial statements. Dividends paid can be found disclosed in the financial statements
and notes to the financial statements.
Ordinary Share Ordinary Shares with a nominal value of $0.01 each in the capital of the Company issued and designated
as ‘Ordinary Shares’ of such class (denominated in such currency) as the Directors may determine
in accordance with the Articles and having such rights and being subject to such restrictions as are
contained in the Articles.
PAI Principal Adverse Impact
PCAF Partnership for Carbon Accounting Financials
Portfolio cash flows Calculated as total project revenue after deducting project operating expenses, payments to tax equity
and portfolio debt expenses as set out in the Operating Review: Financial Management section. As
this measure is presented on a portfolio basis, there is no near comparable in the financial statements.
Dividends paid can be found disclosed in the financial statements and notes to the financial statements.
PPA Power purchase agreement (as defined in Part XI (Glossary of Terms) of the Prospectus)
Premium/(discount)
to NAV
Non-GAAP measure. The percentage by which the closing share price on comparable dates exceeds/
(falls short of) the NAV per share. There is no direct reconciliation to the financial statements, being a
calculation instead derived from the Company’s share price.
Project revenue Non-GAAP measure. Defined as revenue derived from the Company’s portfolio, excluding proceeds from
the sale of Mount Signal 2. As this measure is presented on a portfolio basis, there is no near comparable
in the financial statements. Dividends paid can be found disclosed in the financial statements and notes
to the financial statements.
108
US Solar Fund PLC
Interim Report and Financial Statements 2024
Prospectus US Solar Fund Prospectus dated April 2021
PURPA Public Utility Regulatory Policies Act
QF Qualifying facility, as defined under PURPA. QFs are a special class of generating facility defined by law
and categorised as either a cogeneration facility or small power production facility.
RCF Revolving credit facility
REC Renewable energy certificate (as defined in Part XI (Glossary of Terms) of the Prospectus)
REC Agreement An agreement to purchase RECs (as defined in Part XI (Glossary of Terms) of the Prospectus)
RNS Regulatory news service
RTS EU Commission’s Regulatory Technical Standards relating to the SFDR
Scope 1 Emissions Direct emissions from owned or controlled sources
Scope 2 Emissions Indirect emissions from the generation of purchased energy
Scope 3 Emissions All indirect emissions (not included in Scope 2) that occur in the value chain of the reporting company,
including both upstream and downstream emissions
SDGs Sustainable Development Goals
SEC US Securities and Exchange Commission
SFDR The EU Sustainable Finance Disclosure Regulation
Solar power assets Utility-scale solar power plants and associated infrastructure, which may include transmission and
co-located or remotely located energy storage systems such as batteries (as defined in Part XI (Glossary
of Terms) of the Prospectus).
SPPI Solely payments of principal and interest
SPV Special Purpose Vehicle
TCFD Taskforce on Climate-related Financial Disclosures
Total dividend cover Non-GAAP measure. Total dividend cover is calculated as net portfolio cash generation divided by
dividends paid in the year, with an adjustment for items such as cash flow reserves carried forward from
operating cash flows generated in prior periods. As this measure is presented on a portfolio basis, there
is no near comparable in the financial statements. Dividends paid can be found disclosed in the financial
statements and notes to the financial statements.
TNFD Taskforce on Nature-related Financial Disclosures
TSR Total Shareholder Return. Non-GAAP measure. Share price appreciation plus dividends assumed to
be reinvested since IPO. The total return based on the NAV appreciation plus dividends paid since the
IPO. There is no direct reconciliation to the financial statements, being a calculation instead derived from
the Company’s share price. However a nearest comparison were this measure based on a figure in the
financial statements is provided in the Strategic Report, Investor Relations, Total Shareholder Return and
NAV total return paragraph.
Transition Risk Transition risks include policy changes, reputational impacts, and shifts in market preferences, norms and
technology. Transition opportunities include those driven by resource efficiency and the development of
new technologies, products and services, which could capture new markets and sources of funding.
UK Investment Trust
Regulations
This relates to Part 4 of Chapter 24 of the Corporation Tax Act 2010 and the UK Investment Trust
(Approved Company) (Tax) Regulations 2011 (as amended). Of relevance here, the Company should not
retain an amount which is greater than the higher of: (i) 15% of its income for the accounting period; and
(ii) any amount of income that the company is required to retain in respect of the accounting period by
virtue of a restriction imposed by law.
UNGC UN Global Compact
USPAP Uniform Standards of Professional Appraisal Practice
Utility Scale Solar
PowerPlants
Large-scale grid connected solar power plants, being solar photovoltaic generation power plants with
capacity of at least 1MW but typically in a range of 20MW to 200MW (as defined in Part XI (Glossary of
Terms) of the Prospectus).
WACI Weighted Average Carbon Intensity
GLOSSARY CONTINUED
Including Alternative Performance Measures
109
OVERVIEW STRATEGIC REPORT
US Solar Fund PLC
Interim Report and Financial Statements 2024
FINANCIAL STATEMENTSCORPORATE GOVERNANCE FINANCIAL STATEMENTSCORPORATE GOVERNANCE
DIRECTORS
Gill Nott
Jamie Richards
Thomas Plagemann
Mark Lerdal
INVESTMENT MANAGER
Amber Infrastructure Investment Advisor LLC
1330 Avenue of the Americas, New York, NY 10019
REGISTERED OFFICE
The Scalpel, 18th Floor
52 Lime Street, London, EC3M 7AF
ADMINISTRATOR AND
COMPANY SECRETARY
JTC (UK) Limited
The Scalpel, 18th Floor
52 Lime Street, London, EC3M 7AF
INDEPENDENT AUDITOR
Deloitte LLP
2 New Street Square, London, EC4A 3BZ
INDEPENDENT VALUER
KPMG LLP
Suite 1000,
620 South Tryon Street, Charlotte, North Carolina, 28202-1842
LEGAL ADVISER
Hogan Lovells International LLP
Atlantic House, Holborn Viaduct, London, EC1A 2FG
CORPORATE BROKER
Cavendish Capital Markets Limited
One Bartholomew Close, London, EC1A 7BL
PUBLIC RELATIONS
Kaso Legg Communications
40 Queen Street London, EC4R 1DD
KEY CONTACTS
NOTICE OF AGM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action
you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager,
solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000 if you are
resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriately authorised
independent financial adviser.
If you have sold or otherwise transferred all of your shares in US Solar Fund plc, please send this document, together with the accompanying
documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whomthe sale or transfer
was effected, for delivery to the purchaser or transferee.
NOTICE OF THE ANNUAL GENERAL MEETING OF US SOLAR FUND PLC
NOTICE IS HEREBY GIVEN that the Annual General Meeting of US Solar Fund plc (the Company) will be held, at the offices of JTC,
TheScalpel, 18th Floor, 52 Lime Street, London EC3M 7AF on Thursday, 28 May 2026 at 3:00 pm.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 11 will be proposed as ordinary resolutions
and resolutions 12 to 15 will be proposed as special resolutions. The Board unanimously recommends that Shareholders vote
in favour of all resolutions, except in the case of resolution 15, which the Board unanimously recommends that Shareholders
vote AGAINST.
Ordinary Resolutions:
1. THAT the Annual Report and Financial Statements for the year to 31 December 2025, together with the Directors’ reports and Auditors’
report on those accounts, be received.
2. THAT the Directors’ Remuneration Report (excluding the Director’s Remuneration Policy), as set out on pages 77-78 of the Company’s
Annual Report and Financial Statements for the year to 31 December 2025 be approved.
3. THAT the Directors’ Remuneration Policy, as set out on pages 77 of the Company’s Annual Report and Financial Statements for the year to
31 December 2025, which takes effect immediately after the end of the Annual General Meeting, be approved.
4. THAT Deloitte LLP be re-appointed as the Company’s Auditor from the conclusion of this meeting until the conclusion of the next general
meeting of the Company at which the accounts and reports of the Directors and Auditors are laid.
5. THAT the Directors be authorised to determine the Auditor’s remuneration.
6. THAT Gillian Nott be re-elected as a Director of the Company.
7. THAT Jamie Richards be re-elected as a Director of the Company.
8. THAT Thomas Plagemann be re-elected as a Director of the Company.
9. THAT Mark Lerdal be re-elected as a Director of the Company.
10. THAT the Company’s dividend policy be approved.
11. THAT the Directors of the Company be and they are hereby generally and unconditionally authorised pursuant to Section 551 of the
Companies Act 2006 (the ‘Act’), and in substitution for all existing authorities, to exercise all the powers of the Company to allot Ordinary
Shares in the Company up to a maximum aggregate nominal amount of US$307,850 (representing approximately 10% of the Company’s
issued ordinary share capital as at 18 March 2026 (being the latest practicable date prior to the publication of this Notice) or, if different, the
number representing 10% of the aggregate nominal value of issued share capital (excluding treasury shares) as at the date of the passing
of this resolution provided that this authority shall expire at the conclusion of the Company’s next Annual General Meeting or, if earlier, the
date occurring 15 months from the date on which this resolution is passed, unless renewed at a general meeting prior to such time, save
that the Company may before such expiry make offers, agreements or arrangements which would or might require relevant securities to be
allotted after such expiry and so that the Directors of the Company may allot relevant securities in pursuance of such offers, agreements or
arrangements as if the authority conferred hereby had not expired.
US Solar Fund PLC
Interim Report and Financial Statements 2024
110
Special Resolutions:
12. THAT, subject to the passing of resolution 11, set out above, the Directors of the Company be and they are hereby empowered pursuant
to Section 570 and Section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) pursuant to the authority
conferred by resolution 11 and/or by way of sale of treasury shares as if Section 561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to the allotment of equity securities for cash at a price of not less than the net asset value per share
up to an aggregate nominal amount of US$307,850 (representing approximately 10% of the Company’s issued ordinary share capital as at
18 March 2026 (being the latest practicable date prior to the publication of this Notice)) or, if different, the number representing 10% of the
aggregate nominal value of issued share capital (excluding treasury shares) as at the date of the passing of this resolution and shall expire
at the conclusion of the Company’s next Annual General Meeting or, if earlier, the date occurring 15 months from the date on which this
resolution is passed, unless renewed at a general meeting prior to such time, save that the Company may before such expiry make offers,
agreements or arrangements which would or might require equity securities to be allotted after such expiry and so that the Directors of
the Company may allot equity securities in pursuant of such offers, agreements or arrangements as if the power conferred hereby had
notexpired.
13. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006
to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of $0.01 each in the
capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
a) the maximum aggregate number of Ordinary Shares which may be purchased is 46,144,225 (being approximately) 14.99% of the
issued ordinary share capital of the Company immediately prior to the passing of this resolution (excluding treasury shares) as at 18
March 2026 (being the latest practicable date prior to the publication of this Notice);
b) the minimum price (excluding expenses) which may be paid for each Ordinary Share or is $0.01;
c) the maximum price (excluding expenses) which may be paid for each Ordinary Share is the higher of:
(i) an amount equal to 105% of the average of the middle market value of quotations for an Ordinary Share in the Company as derived
from The London Stock Exchange Daily Official List for the five business days immediately before the day on which the purchase is
made; and
(ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary
Share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution
will be carried out;
d) the authority conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting)
at the conclusion of the Company’s next Annual General Meeting or, if earlier, on 28 August 2027, save that the Company may, before
the expiry of the authority granted by this resolution, enter into a contract to purchase its Ordinary Shares which may be executed
wholly or partly after the expiry of such authority.
14. THAT a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice provided that this
authority shall expire at the conclusion of the Company’s next Annual General Meeting.
15. THAT the Company ceases to continue as an investment trust.
By order of the Board
JTC (UK) LIMITED
COMPANY SECRETARY
Registered office:
The Scalpel, 18th Floor
52 Lime Street
London EC3M 7AF
Company number: 04301763
Date: 18 March 2026
US Solar Fund PLC
Interim Report and Financial Statements 2024
111
(a) Any member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies to
attend, speak and vote instead of that member. A member may appoint more than one proxy in relation to the Annual General Meeting
provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. Aproxy may
demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the Annual General Meeting in
order to represent his or her appointor. A member entitled to attend and vote at the Annual General Meeting may appoint the Chair of
the meeting or another person as his or her proxy, although the Chair will not speak for the member. A member who wishes his or her
proxy to speak for him or her should appoint his or her own choice of proxy (not the Chair of the meeting) and give instructions directly to
thatperson.
(b) A Form of Proxy which may be used to make this appointment and give proxy instructions accompanies this notice. Details of how to
appoint a proxy are set out in the notes to the Form of Proxy. If you do not have a Form of Proxy and believe that you should have one, or
if you require additional forms, please contact the Company’s Registrar, Computershare Investor Services PLC (“Computershare”) with
the contact details found in note (e). As an alternative to completing a hard copy Form of Proxy, proxies may be appointed electronically in
accordance with note (e) below.
(c) To be valid, a Form of Proxy and (if required) the power of attorney or other written authority, if any, under which it is signed or a certified
copy of any such authority, must be delivered to the Company’s Registrar, Computershare at The Pavilions, Bridgwater Road, Bristol BS99
6ZY, by 3:00 p.m. on 26 May 2026 or, if the Annual General Meeting is adjourned, not less than 48 hours (excluding any part of a day
which is not a working day) prior to the adjourned meeting.
To change your proxy instructions you may return a new proxy appointment as set out above. Where you have appointed a proxy using the
hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Computershare.
The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Where two or more valid
separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last received
shall be treated as replacing and revoking the other or others.
In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the
intention to revoke the proxy appointment to Computershare at the address specified above. In the case of a member which is a company,
the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power
or authority) must be included with the revocation notice.
The deadline for receipt of proxy appointments (see above) also applies in relation to a revocation notice. If a member attempts to revoke
his or her proxy appointment but the revocation is received after the time specified, then subject to note (f) below, the proxy appointment
will remain valid.
(d) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s
register of members in respect of the joint holding (the first-named being the most senior).
(e) You may submit your proxy electronically at www.investorcentre.co.uk/eproxy. To do this, please register your proxy vote electronically by
accessing our Registrar’s website www.investorcentre.co.uk/eproxy, using control number 921354, Shareholder Reference Number (SRN)
and PIN, all of which are available on the front of your Form of Proxy or within the email received from Computershare (if applicable). If you
need help with voting, please contact Computershare on +44 (0)370 703 6253. Calls from outside the United Kingdom will be charged at
the applicable international rate. Computershare can be contacted by phone 8:30 am to 5:30 pm (UKtime), Monday to Friday (excluding
public bank holidays in England and Wales) or via email at webqueries@computershare.co.uk.
(f) If you are a person who has been nominated under section 146 of the Companies Act 2006 (the “Companies Act”) to enjoy information
rights (“Nominated Person”), you do not have a right to appoint any proxies under the procedures set out in these notes. However:
– you may have a right under an agreement between you and the member of the Company who has nominated you to have
– information rights (“Relevant Member”) to be appointed or to have someone else appointed as a proxy for the Annual General
Meeting; or
– if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement
between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or perhaps your custodian or
broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal
details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly
requests a response from you.
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
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112
(g) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting
service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (“CREST
Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s (“EUI”) specifications and
must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it
constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid,
be transmitted so as to be received by the issuer’s agent Computershare Investor Services PLC (under CREST ID number 3RA50), no later
than 3:00 pm on 26 May 2026, or, if the Annual General Meeting is adjourned, not less than 48 hours (excluding any part of a day which
is not a working day) prior to the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST applications host) from which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other
means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a
CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor
or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by the CREST system by
any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are
referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The
Group may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation
35(5) (a) of the Uncertificated Securities Regulations 2001.
(h) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers asa
member provided that no more than one corporate representative exercises powers over the same share.
(i) Only those holders of the Company’s shares registered on the Register of Members of the Company as at 6:00 pm (UK time) on 26May
2026 or, in the event that the Annual General Meeting is adjourned, on the Register of Members 48 hours (excluding any part of a day
which is not a working day) before the time of any adjourned meeting, shall be entitled to attend and vote at the Annual General Meeting.
Changes to entries on the Register of Members after this time shall be disregarded in determining the right of any person to attend and
vote at the Annual General Meeting.
(j) Voting on resolutions 1 to 15 will be conducted by way of a poll. As soon as practicable following the Annual General Meeting, theresults
of the voting will be announced via a regulatory information service and posted on the Company’s website.
(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If
no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (orabstain from voting) as
he or she thinks fit in relation to any other matter which is put before the Annual General Meeting.
(l) Under section 319A of the Companies Act, the Company must answer any question a member asks relating to the business being dealt
with at the Annual General Meeting unless:
– answering the question would interfere unduly with the preparation for the Annual General Meeting or involve the disclosure of
confidential information;
– the answer has already been given on a website in the form of an answer to a question; or
– it is undesirable in the interests of the Company or the good order of the Annual General Meeting that the question be answered.
(m) Except as provided above, members who have general queries about the Annual General Meeting should write to the Company Secretary
at the registered office set out above.
(n) As at 18 March 2026 (being the latest practicable date prior to the publication of this Notice), the Company’s issued share capital
comprised 332,192,361 Ordinary Shares and the total number of voting rights in the Company was 307,833,387. Information regardingthe
number of shares and voting rights and, if applicable, any members’ statements, members’ resolutions or members’ matters of business
received by the Company after the date of this Notice will be available on the Company’s website,
http://www.ussolarfund.co.uk.
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(o) Members may not use any electronic address provided either in this Notice of Annual General Meeting, or any related documents
(including the Form of Proxy), to communicate with the Company for any purposes other than those expressly stated.
(p) Under section 338 of the Companies Act, members meeting the threshold requirements set out in that section have the right to require
the Company to give notice of a resolution which may properly be moved at the Annual General Meeting. Any such request, which must
comply with section 338(4) of the Companies Act, must be received by the Company no later than six weeks before the date fixed for the
Annual General Meeting.
(q) Under section 338A of the Companies Act, members meeting the threshold requirements set out in that section have the right to require
the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the Annual General Meeting. Any
such request, which must comply with section 338A(4) of the Companies Act, must be received by the Company no laterthan six weeks
before the date fixed for the Annual General Meeting.
(r) Members satisfying the thresholds in section 527 of the Companies Act can require the Company to publish a statement on its website
setting out any matter relating to (a) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that
are to be laid before the Annual General Meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold
office since the last Annual General Meeting, that the members propose to raise at this Annual General Meeting. The Company cannot
require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the
Company’s Auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the
Annual General Meeting includes any such statement that the Company has been required to publish on its website.
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
CONTINUED
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EXPLANATORY NOTES TO RESOLUTIONS
ORDINARY RESOLUTIONS
RESOLUTION 1: RECEIVE THE ANNUAL REPORT AND FINANCIAL STATEMENTS
The Companies Act requires the Directors of a public company to lay before the Company in general meeting copies of the Annual Report,
Directors’ Reports and its Auditor’s Report in respect of each financial year. These are contained in the Company’s Annual Report and financial
statements for the financial year ended 31 December 2025 (the “2025 Annual Report”). Accordingly, a resolution to receive the 2025 Annual
Report is included as an ordinary resolution.
RESOLUTION 2: APPROVE THE DIRECTORS’ REMUNERATION REPORT
The Directors’ remuneration report can be found on pages 77-78 of the 2025 Annual Report and is subject to an advisory vote by
Shareholders, which is proposed as an ordinary resolution. It details the payments that have been made to Directors during the year,
inaccordance with the current remuneration policy. The remuneration report will be presented to Shareholders on an annual basis.
RESOLUTIONS 3: APPROVE THE DIRECTORS’ REMUNERATION POLICY
Shareholder approval of the Directors’ Remuneration Policy is required every three years. A binding ordinary resolution approving the Directors’
Remuneration Policy was last approved by shareholders at the AGM held on 24 May 2023 and it is therefore being submitted for shareholder
approval at the forthcoming AGM. There are no proposed changes to the Directors’ Remuneration Policy. The Policy is set out on page 77 of
the 2025 Annual Report.
RESOLUTIONS 4 AND 5: RE-APPOINTMENT OF AUDITOR AND AUDITOR’S REMUNERATION
Resolution 4 relates to the re-appointment of Deloitte LLP as the Company’s Auditor to hold office until the conclusion of the next general
meeting of the Company at which the accounts and reports of the Directors and Auditor are laid. This resolution is recommended by the
Company’s Audit Committee and endorsed by the Board. Accordingly, it is proposed, as an ordinary resolution, to re-appoint Deloitte LLP as
the Company’s Auditor.
Resolution 5 authorises the Directors, upon recommendation from the Company’s Audit Committee, to fix the Auditor’s remuneration.
The Directors, having regard to the Audit Committee’s recommendation, consider that the level of consultancy-related non-audit fees to audit
fees paid to Deloitte LLP is appropriate for the advisory work required to be undertaken for the year to 31 December 2025 and that these do
not create a conflict of interest on the part of the independent Auditor.
RESOLUTIONS 6 TO 9: RE-ELECTION OF DIRECTORS
The Company’s articles of association (the “Articles”) specify that at each Annual General Meeting all of the Directors shall retire from office.
Accordingly, each of the existing Directors will retire from office with effect from the conclusion of this Annual General Meeting andGillian Nott,
Jamie Richards, Thomas Plagemann and Mark Lerdal will stand for re-election by the Shareholders.
Biographies of each member of the Board standing for re-election can be found on page 65 of the 2025 Annual Report.
The Directors believe that the Board has an appropriate balance of skills, experience, independence and knowledge of the Company and the
sector in which it operates to enable it to provide effective strategic leadership and proper guidance of the Company. The Board confirms that,
following the evaluation process set out in the Corporate Governance Report on pages 68-72 of the 2025 Annual Report, theperformance of
each of the Directors is, and continues to be, effective and demonstrates their respective commitment to the role.
The Board believes, therefore, that it is in the interests of Shareholders that Gillian Nott, Jamie Richards, Thomas Plagemann and MarkLerdal
be re-elected.
RESOLUTION 10: APPROVAL OF THE DIVIDEND POLICY
Resolution 10 proposes to approve the Company’s dividend policy which is to pay up interim quarterly dividends to the holders of Ordinary
Shares, in US Dollars.
It should be noted that the dividend policy (and the Company’s target dividend) is not a profit forecast. Payment of dividends will depend
on the Company’s capital allocation priorities, market conditions, the Company’s net income and the Company’s ongoing charges ratio.
Dividends will only be paid to the extent permitted in accordance with the Companies Act.
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RESOLUTION 11: AUTHORITY TO ALLOT SHARES
This resolution deals with the Directors authority to allot Ordinary Shares generally and unconditionally in accordance with section 551 ofthe
Companies Act up to an aggregate nominal value of US$307,850, or 10% of the Company’s issued ordinary share capital.
Resolution 11 along with Special Resolution 12 as described below, intends to authorise the Board to allot shares in the capital of the
Company and to grant rights to subscribe to, or to convert any security into shares on a non pre-emptive basis.
SPECIAL RESOLUTIONS
RESOLUTION 12: DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS
Resolution 12 will be proposed as a special resolution, which require a majority of at least 75% to be passed. The Resolution seeks to provide
the Directors the authority to allot shares or sell shares held in treasury under Resolution 11, on a non-pre-emptive basis for cash up to an
aggregate nominal amount of US$307,850, or 10% of the issued ordinary share capital (excluding treasury shares) as at the date the resolution
would have passed.
RESOLUTION 13: MARKET PURCHASES OF OWN SHARES
This resolution seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution.
If passed, the resolution gives authority for the Company to purchase up to 46,144,225 of its Ordinary Shares, being approximately 14.99%
of the Company’s issued ordinary share capital (excluding treasury shares) as at 18 March 2026 (being the latest practicable date prior to the
publication of this Notice).
The resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The
authority will expire on the earlier of 15 months from the passing of the resolution and the Company’s next Annual General Meeting.
The Directors believe that it is prudent to obtain the flexibility that this resolution provides; and will only exercise the authority to purchase
Ordinary Shares where they consider that such purchases will be in the best interests of Shareholders generally and will result in an increase in
earnings per Ordinary Share.
The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer
them out of treasury or cancel them). The Directors currently intend to cancel all shares purchased under this authority.
As at 18 March 2026, there are no outstanding options or warrants to subscribe for Ordinary Shares in the capital of the Company.
RESOLUTION 14: NOTICE PERIOD FOR GENERAL MEETINGS
Resolution 14 is to be proposed as a special resolution to allow the Company to hold general meetings (other than Annual General Meetings)
on at least 14 clear days’ notice.
The minimum notice period for general meetings of listed companies is 21 days, but companies may reduce this period to 14 days (other than
for Annual General Meetings) provided that two conditions are met. The first condition is that the Company offers a facility for Shareholders to
vote by electronic means. This condition is met if the Company offers a facility, accessible to all Shareholders, to appoint a proxy by means of a
website. The second condition is that there is an annual resolution of Shareholders approving the reduction of the minimum notice period from
21 days to 14 days.
If approved, the resolution will be effective until the end of the Company’s next Annual General Meeting, when it is intended that the approval
be renewed. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited,
taking into account the circumstances, including whether the business of the meeting is time sensitive.
EXPLANATORY NOTES TO RESOLUTIONS CONTINUED
US Solar Fund PLC
Interim Report and Financial Statements 2024
116
RESOLUTION 15: DISCONTINUATION RESOLUTION
The Company’s Articles require the Directors to propose to Shareholders a special resolution that the Company ceases to continue in its
present form (“Discontinuation Resolution”) if over the course of a complete financial year, the Ordinary Shares of the Company have, on
average, traded at a discount in excess of 10 percent to the Net Asset Value per Ordinary Share.
During the period, the Company’s average price per Ordinary Share was 38.03 cents, trading at a 37.1 percent discount to the Company’s
average Net Asset Value as at 31 December 2025 (31 December 2024: 23.8 percent discount), triggering the requirement to propose the
Discontinuation Resolution to Shareholders.
Accordingly, the Discontinuation Resolution will be put to Shareholders at the upcoming Annual General Meeting. If the Discontinuation
Resolution is passed, the Board will put forward proposals to Shareholders at a general meeting of the Company, to be held within four
months of the Discontinuation Resolution being passed, to wind up or otherwise reconstruct the Company, having regard to the illiquid nature
of the Company’s underlying assets.
Notwithstanding the obligation on the Board to propose the Discontinuation Resolution pursuant to the Company’s Articles, the Board
firmly believes that the passing of the Discontinuation Resolution would have a significant adverse impact on Shareholder value. The Board
considers that the market price of the Company’s shares does not fully reflect the long-term value of the portfolio. At the same time, current
transaction activity and valuation benchmarks do not indicate trading conditions conducive to achieving value realisation aligned with the
Board’s assessment of the assets. A forced or accelerated sale in such circumstances would risk an outcome that does not reflect the
portfolio’s longer-term fundamentals. Having taken these factors into account, and noting preliminary feedback received from shareholders,
the Board does not believe that discontinuation of the Company would serve shareholders’ best interests and therefore does not support the
proposed resolution.
The Directors unanimously recommend that Shareholders vote AGAINST the Discontinuation Resolution.
US SOLAR FUND PLC
THE SCALPEL,
18TH FLOOR
52 LIME STREET,
LONDON
EC3M 7AF
www.ussolarfund.co.uk
US Solar Fund PLC
Interim Report and Financial Statements 2024
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US Solar Fund PLC
Interim Report and Financial Statements 2024
118
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CBP030203
US Solar Fund PLC
The Scalpel,
18th Floor
52 Lime Street,
London
EC3M 7AF
www.ussolarfund.co.uk
US Solar Fund PLC Annual Report and Financial Statements 2025
