Ecofin Global Utilities and Infrastructure Trust plc
Annual Report and Accounts
for the year ended 30 September 2025
Ecofin Global Utilities and Infrastructure Trust plc ("EGL" or the "Company")
The Company
Long-term capital growth and attractive dividend income
The Company aims to provide long-term capital growth and attractive dividend income for shareholders by investing in listed utilities, environmental services and other economic infrastructure sectors
Governanceglobally while taking care to preserve shareholders' capital. The Company targets a total return of 6-12% per annum over the longer term, with dividend growth of at least the rate of inflation.
Why Listed Utilities and Infrastructure?
Utilities, environmental services and transportation infrastructure are essential assets
Asset-backed services based on long-term contracts
Defensive regulated assets and non-regulated businesses with exposure to secular growth trends
Predictable cash flows supporting growing dividends
Long-term growth opportunities from the energy transition and vital upgrade of infrastructure
Electrification of energy demand triggers business
mix evolution
Listed infrastructure can benefit from a long-term super-cycle of structural investment, driven by ageing asset replacement and electrification
Why EGL?
The Investment Manager is an experienced specialist investor in infrastructure and the energy transition
Listed-only strategy features exposure to growth and capital preservation
Closed-ended structure allows access to gearing to enhance shareholder returns
Strong and consistent performance record
Annualised NAV total returns of +10.7% p.a. and share price total returns of +12.3% p.a. since inception
Attractive and growing dividend targeting at least the rate of inflation
Electrification is driving electricity demand growth, boosting the growth profile of utilities
AI's energy intensive datacentres are becoming an incremental growth driver
Business models are being transformed and de-risked
Infrastructure capex requirements are solid tailwinds for earnings
FinancialsValuations relative to broad equity averages
are at historic lows
Valuations are low versus transactions in private markets while private equity infrastructure funds are seeing record cash inflows
The Company's share price discount to NAV presents an opportunity
Ecofin Global Utilities and Infrastructure Trust was a finalist in the Infrastructure category at Investment Week's 2025 Investment Company of the Year Awards.
Company Information
Portfolio
(% of investments, 30 September 2025)
42.0
38.1
12.4
7.5
North America Continental Europe UK
Rest of the World
Contents
The Company
3 Financial Highlights
4 Chairman's Statement
6 Investment Manager's Report
8 ESG Evaluation
10 Ten Largest Holdings
12 Portfolio Analysis
13 Portfolio Holdings
14 Directors
15 Strategic Report
Governance
23 Directors' Report
28 Corporate Governance Statement
32 Directors' Remuneration Report
35 Report of the Audit Committee
37 Management Report and Directors'
Responsibilities Statement
38 Independent Auditor's Report
Financials
44 Income Statement
45 Statement of Financial Position
46 Statement of Changes in Equity
47 Statement of Cash Flows
48 Notes to the Financial Statements
59 Notice of Annual General Meeting
61 Notes to the Notice of Annual General Meeting
Company Information
64 Glossary
66 Alternative Performance Measures
68 Company Information
NAV Total Returns
Share Price Total Returns
09/2025
09/2024
09/2023
09/2022
09/2021
09/2020
09/2019
09/2018
09/2017
0
09/2016
NAV and share price total returns
from admission to 30 September 2025, rebased to 100 at admission
350
300
250
200
150
100
50
Financial Highlights
as at 30 September 2025
The Company
- During the year ended 30 September 2025, the Company achieved a net asset value ("NAV") per share total return of 15.0% and a share price total return of 16.6%
- The Company bought back shares during the year. This enhanced NAV total return per share and helped to control the share price discount
- The portfolio remained attractively valued at year end, following earnings growth driven by increasing power demand and infrastructure capital expenditure
- With effect from the dividend payable in February 2026, the quarterly dividend will increase by 5.9% to
Summary
As at or year to 30 September
Financials Company Information2025
As at or year to 30 September
2024
Net assets attributable to shareholders (£'000) | 256,576 | 243,231 |
Net asset value ("NAV") per share | 245.65p | 221.68p |
Share price | 218.00p | 195.00p |
Discount to NAV per share1 | 11.3% | 12.1% |
Revenue return per share | 7.45p | 7.17p |
Dividends paid per share | 8.425p | 8.10p |
Dividend yield1 | 3.9% | 4.2% |
Gearing on net assets1 | 10.2% | 14.2% |
Ongoing charges ratio1 | 1.29% | 1.39% |
Performance for periods to 30 September 2025 (sterling adjusted total returns)
1 year % | 3 years % | 5 years % | Since admission2 % | Since admission2 % per annum | |
NAV per share1 | 15.0 | 32.5 | 79.7 | 150.5 | 10.7 |
Share price1 | 16.6 | 13.6 | 66.9 | 185.0 | 12.3 |
Performance comparator indices3 | |||||
S&P Global Infrastructure Index | 15.4 | 31.9 | 74.0 | 82.6 | 7.8 |
MSCI World Utilities Index | 11.7 | 27.2 | 51.8 | 97.2 | 7.8 |
MSCI World Index | 16.8 | 56.6 | 88.1 | 181.3 | 12.2 |
FTSE All-Share Index | 16.2 | 50.0 | 84.1 | 89.0 | 7.3 |
FTSE ASX Utilities Index | 7.4 | 44.8 | 77.5 | 66.1 | 5.8 |
Please refer to Alternative Performance Measures on pages 66 and 67.
The Company's shares were listed on the London Stock Exchange on 26 September 2016.
The Company does not have a formal benchmark index. The S&P Global Infrastructure Index and MSCI World Utilities Index are the global sector indices deemed the most appropriate for performance comparison purposes. The other indices are provided for general interest. Data source: Frostrow Capital LLP.
Chairman's Statement
David Simpson
Chairman
Your Company has delivered annualised NAV per share and share price total returns of 10.7% and 12.3% respectively over the nine years since inception. These are well ahead of the infrastructure and utilities indices we use for comparison purposes.
We are committed to increasing our dividends above the rate of inflation.
The long-term drivers of growth in listed infrastructure remain compelling.
Performance
I am pleased to report that your Company performed well for the year to 30 September 2025. Despite a flat first half, your Company's net asset value ("NAV") per share increased by 15.0%, including the reinvestment of dividends (total return), over the financial year, while the share price total return was 16.6%. By way of comparison, the S&P Global Infrastructure Index and the MSCI World Utilities Index produced total returns of 15.4% and 11.7% respectively in sterling terms.
Over the nine years since inception, your Company has delivered annualised NAV per share and share price total returns of
10.7% and 12.3% respectively. These figures compare extremely favourably with the annualised total returns from the S&P Global Infrastructure Index and MSCI World Utilities Index, which both returned 7.8% over the same period in sterling terms.
Performance was positive across the portfolio at both sub-sector and regional levels. In particular, holdings in the transportation infrastructure and integrated utilities sub-sectors were the stand-out contributors to returns, while Europe ex-UK and Asia Pacific ex-Japan led from a regional standpoint. Gearing was used actively during the period by our Portfolio Manager to enhance returns.
The closed-ended structure of an investment trust continues to be extremely beneficial to our shareholders:
Our Portfolio Manager's use of borrowings during the year has once again enhanced returns by more than the total costs of running the Company. This has been the case since inception;
Buybacks have enhanced NAV per share over the year;
We are able to pay attractive and growing dividends.
Dividends
Your Company aims to provide shareholders with an attractive dividend which grows at or above the rate of inflation.
In view of our confidence in the long-term growth prospects for earnings per share and in your Company's strategy, your board has decided to increase the quarterly dividend by 5.9% to 2.25p per share (9.0p per annum) with effect from the
dividend to be paid in February 2026. This increase exceeds the rate of consumer price inflation for the year and ensures that our dividend has grown above the rate of inflation since your Company's inception. The increased dividend rate represents a yield of 4.1% on the Company's share price as at the year end.
Share price discount and buybacks
Your Company's share price discount to NAV per share persisted during the year and averaged approximately 10.8%, broadly
in line with the wider investment trust sector in spite of our good performance.
Your board has been active in buying back shares in order to control the discount and to enhance NAV per share for the benefit of shareholders. 5,275,198 shares were repurchased during the year (4.8% of those in issue at the beginning of the year), at a cost of £10.5 million. This has enhanced NAV per share by 0.8%. Your board takes the view that, having issued new shares when they were trading at a premium to NAV per share, it is our duty to buy shares back when they trade at a material discount.
A further 10,561,776 shares have been bought back since the year end to the close of business on 9 December 2025, enhancing NAV per share by a further 0.5%.
Gearing
Gearing was reduced from 14.2% to 10.2% over the year, having been used to good effect over the period by our Portfolio Manager. This conservative and actively managed use of borrowings has continued to play a positive role in enhancing the Company's returns, contributing approximately 1.8% to shareholder returns over the reporting period.
Board succession
As previously announced, I shall be stepping down as chairman of the Company at the conclusion of the Annual General Meeting in March 2026 and I shall be succeeded by Susannah Nicklin.
I know that she will be an able leader, supported by the other directors who collectively have all the skills needed to guide the Company through every eventuality. Susannah's role as senior independent director will be transferred to Max King upon her taking the chair.
We were delighted to welcome David Benda as a non-executive director with effect from 1 November 2025. David brings extensive experience and expertise in the investment trust sector following many years as a stockbroker and adviser to closed-ended companies and the investment trust sector.
Shareholder engagement and operational arrangements Your board is very keen to be proactive and responsive to shareholders. In addition to increasing our dividend and buying back shares at a discount, we have been strengthening our roster of advisors to ensure operational excellence and to boost our marketing and investor relations efforts in order to generate further demand for the Company's shares.
We appointed Frostrow Capital LLP as AIFM on 1 July 2025, who also assumed responsibility for Company Secretarial, Administration and Investor Relations. We have also appointed Montfort Communications as public relations advisor.
These firms, together with our Investment Manager and our stockbroker, have begun an integrated marketing campaign to raise your Company's profile and to attract new shareholders.
The Company
We have launched a redesigned website to deliver a clearer, more informative and accessible online experience for shareholders. The website provides performance data, insights, regulatory news and documents, shareholder communications, and investor tools. The new site can be found
at https://www.eglplc.com. Your Company also has a LinkedIn company page, which is a further source for timely articles and content for shareholders.
If you would like to register for email alerts concerning the Company please use the following link:
Governancehttps://www.eglplc.com/corporate-information/email-alerts/
Company reporting
In order to reduce waste and achieve cost savings for the benefit of shareholders, the Company will no longer be preparing printed copies of its half-year report. This document will continue to be available on the Company's website and in hard copy on request from the Company Secretary. The Company's annual reports will continue to be available in print.
Annual General Meeting
FinancialsThe Company's Annual General Meeting will be held on Thursday, 5 March 2026 at 12:30 p.m. at Barber-Surgeons' Hall, Monkwell Square, Wood St, Barbican, London EC2Y 5BL. Shareholders
are warmly invited to attend to meet the board and hear a presentation from our Portfolio Manager, Jean-Hugues de Lamaze. Following the presentation there will be a lunch and refreshments served and an opportunity to meet and ask questions of the board and investment management team.
I very much look forward to seeing as many shareholders as possible this year. For those investors who are not able to attend the meeting in person, a video recording of the Portfolio Manager's presentation will be uploaded to the website after the meeting. Shareholders can submit questions in advance by writing to the Company Secretary at cosec@frostrow.com.
Outlook
Since the year end, and as at close of business on 9 December 2025, the Company's NAV per share and share price have increased by 3.7% and 12.0% respectively.
The long-term drivers of growth in listed infrastructure remain compelling. The transition to clean energy, digitalisation, and the upgrade of ageing infrastructure all demand significant capital investment, while the need for resilient energy, transport and water systems remains acute.
Our Portfolio Manager continues to find attractive opportunities across sectors and geographies. Valuations also remain compelling, with many portfolio companies offering strong fundamentals, visible growth, and attractive dividends. Your board believes that the outlook for your Company is very encouraging and that our diversified, actively managed portfolio is well placed to deliver attractive long-term returns for shareholders.
I would like to conclude by thanking my fellow directors and the team at Redwheel (many of whom I have known since I became a director of your Company) for their support and contribution during my time on the board. I would also like to extend my thanks to our shareholders for your ongoing support.
I wish the Company well for the future.
David Simpson
Chairman
Company Information11 December 2025
Investment Manager's Report
Gearing was actively used to take advantage of attractive investment opportunities over the year. It added around 1.8% to NAV performance.
Listed infrastructure is still undervalued by historical standards, relative to broad market averages and compared with valuations of private assets.
We believe the portfolio's companies will continue to grow
Jean-Hugues
de Lamaze
Portfolio Manager
their earnings, almost irrespective of the economic backdrop, helped by the proportion of their revenues which is fully contracted or regulated.
Markets and sectors
After a flat first half of the reporting period to 31 March 2025 and a turbulent start to the second - associated with the US tariffs unveiled on "liberation day" (2 April 2025) - the portfolio recovered strongly as markets bounced back and then marked out new highs. Geopolitical tensions and budgetary uncertainty continue to cast a shadow over sentiment but the absence of
market euphoria in our sector reassures us that further advances are likely.
In this environment, defensive companies with high quality businesses and resilient cash flows in sectors such as transportation infrastructure and utilities performed well. The Company's NAV per share and share price increased by 15.0% and 15.6% respectively during the second half of the reporting period, well ahead of underlying sector indices S&P Global Infrastructure (+9.2%) and MSCI World Utilities (+9.1%). This brought the Company's NAV per share performance over the 12 months to
30 September to 15.0% and share price performance to 16.6%, while the S&P Global Infrastructure Index and the MSCI World Utilities Index produced returns of 15.4% and 11.7% respectively. All of these performance figures are total returns in sterling.
Performance summary
All regions contributed positively to performance during the year, but Europe ex-UK (+21.0%) and APAC ex-Japan (+18.2%) were stand-out performers. North American holdings' returns were also strong (+9.3%), while the UK lagged other regions (+1.5%).
At sub-sector level, transportation infrastructure (+19.7%, notably with Ferrovial +35.1% and Vinci +21.3%) and integrated utilities (+19.1%, with Vistra +64.2%) were the top contributors over the period. Regulated utilities (+13.8%), renewables and nuclear (+5.9%), and environmental services (+5.4%) also contributed positively.
The period was marked by major industry developments including long-term power contracts with "hyperscalers" and tightening power markets, all explored in further detail below.
The second half of the year saw a flurry of Independent Power Producers ("IPP") and hyperscaler deal announcements, which are crucial price markers for portfolio holdings Vistra and Constellation and potentially for all baseload power generators in the portfolio. In June, Constellation signed a contract for one of its nuclear units with Meta, while Talen (not held) signed
another nuclear power price agreement with Amazon. Both deals reflected favourable terms for the IPPs: they represented an estimated 30% premium to energy market prices and had 15+ year deal terms. In July, Brookfield Renewable Partners signed a hydro framework agreement with Google to deliver up to 3GW
of carbon-free capacity across the United States - the world's
largest corporate power deal for hydroelectricity. In September, Vistra announced a 20-year power price agreement ("PPA") for
1.2GW of its Comanche Peak nuclear plant which is expected to start in Q4 2027 and ramp up through 2032. Vistra expects this new contract to result in 8-10% free-cash-flow accretion.
These deals are critical to lock in long-term, creditworthy demand from the fastest-growing power consumers in the world, at premium prices. This turns energy into a stable, scalable business, while reducing exposure to short-term fluctuations in commodity prices.
Also, the recent major power outages in Southern Europe have highlighted the possible effects of scarce power generation resources in developed economies. In April, a massive power outage swept across the Iberian Peninsula, plunging mainland Spain, Portugal as well as some parts of France into darkness. The blackout disrupted transportation, telecommunications, and emergency services for up to ten hours. The event has sparked renewed debate over Spain's energy strategy and in
particular the planned phase out of nuclear power by 2035, while renewables can only provide intermittent electricity supplies. This incident further highlighted the issue of scarcity of power supply in Europe, notably in the context of increasing power demand - a key underlying challenge for the sector.
Purchases and sales
In the half-year report to 31 March 2025, we reported a sharp reduction in exposure to North America (from 45% in September 2024 to 36% of the portfolio at the end of March 2025) and
a reallocation of assets towards significantly undervalued European names. This was a significant contributor to returns over the year. In the second half of the year, we took profits in strong performers across regions (E.ON, Vistra, RWE, Vinci, Enel, National Grid, Snam, Iren and Terna) and exited a small position in EDP. We also topped up laggards (Xcel, Brookfield Renewable Partners, Public Services Enterprise, Drax, Dominion and Exelon), and participated in Iberdrola's €5bn capital raise.
Two new positions were initiated in the second half of the year. Pennon is a fully regulated UK water network operator trading at a substantial valuation discount to its own history. It is one of the cheapest regulated names in the sector, while offering an attractive dividend yield of approximately 6%. We believe that Pennon has been de-risked following the completion of a rights issue and with the bulk of the regulatory pressure now behind it. We also initiated a new position in Eversource (transmission and distribution utility), which offers attractive total returns with its management team committed to delivering at least 5% EPS growth per year with the potential to reach over 7%, combined with a circa. 5% dividend yield. The stock trades on 13x earnings, a substantial discount to its own history and well below peers.
Income and gearing
Gearing was actively used to take advantage of attractive investment opportunities over the year, reaching over 17% in July and falling to 10.2% at year-end after strong portfolio
performance. Our use of gearing, the cost of which fell marginally in the year, was a significant contributor to returns, adding around 1.8% to NAV performance. It continues to be a key advantage of the Company's closed-ended structure.
Net revenue income for the year increased to 7.45p per share from 7.17p per share the previous year, supported by growth in dividends from investee companies. The Company's dividend
cover ratio remained strong at 88.4%, which is roughly the same as the previous year.
Outlook
Although a number of stocks have been re-rated by strong year-to-date performance, listed infrastructure is still undervalued
by historical standards, relative to broad market averages and compared with valuations of private infrastructure assets. We believe the valuation gap will narrow further as infrastructure company fundamentals remain positive against market uncertainty.
Structural growth trends are powering a new wave of infrastructure investments. Rising electrification, surging power demand, and the data centre boom driven by Artificial Intelligence and digitalisation are straining existing grids and accelerating the need for modernisation. As energy systems evolve and capital shifts towards renewables, transmission and
Company Informationdigital infrastructure, investors in these essential assets are likely to benefit from these durable, long-term growth tailwinds.
In addition, our strategy's investment universe comprises businesses providing infrastructure and services essential for economic activity and progress. Serious weather events make modern, durable infrastructure all the more important; the transition to a cleaner world is reliant on investment by
The Company
Governanceinfrastructure companies with the world now investing almost twice as much, annually, in clean energy as in fossil fuels1. This growth is further underpinned by strong demand, continued cost reductions and considerations of energy security. Companies developing, owning and operating energy infrastructure will, we expect, continue to be areas of profitable opportunity.
The portfolio's companies will, we believe, continue to grow their earnings, almost irrespective of the economic backdrop, helped by the proportion of their revenues which is fully contracted
or regulated. We therefore remain excited by the prospects of future returns for shareholders, despite the strong performance this year. We thank you for your ongoing support.
FinancialsJean-Hugues de Lamaze
Portfolio Manager
RWC Asset Management LLP (Redwheel)
11 December 2025
1 Source: IEA - 2024 data.
ESG Evaluation
The Company's board believes that analysis of sustainability and environmental, societal and governance ("ESG") factors and an active approach to stewardship are essential elements of the investment management process and contributors to superior financial returns over the longer term. These principles are set out on pages 19 to 20 and page 24. This page describes the approach to sustainability, ESG and stewardship pursued by the Investment Manager on behalf of the Company.
The Company does not have a UK sustainable investment label under the FCA's Sustainability Disclosure Requirements ("SDR") as it does not meet the criteria required for applying such a label.
Redwheel's approach
The Redwheel team has wide-ranging expertise across infrastructure, water & environment and the energy transition, managing portfolios designed to deliver strong risk-adjusted returns as well as a positive impact on the environment and society. Understanding sustainability profiles and mitigating ESG risks is a core part of our philosophy and investment process and has been central to the delivery of attractive risk-adjusted returns. More details about stewardship can be found on page 24.
Analysis of ESG issues is integrated into the life cycle of our investment activities including due diligence and ongoing portfolio management.
Analysis is stock specific
Each company is assessed individually to determine its sustainability profile;
We invest in companies with improving profiles and strive to avoid major ESG-related risks; and
We take a forward-looking view and seek to maximise portfolio returns by identifying stocks with the greatest rate of improvement.
The Company's investment universe is not restricted according to sustainability criteria, allowing us to invest in companies with strong sustainability credentials and companies with legacy asset portfolios but a clear trajectory to significantly improve their emissions profile. We study the sustainability credentials of each company considered for inclusion in the portfolio, and analyse specific environmental, social and governance risks insofar as they would be expected to have a material impact on shareholder returns.
Engagement
Constructive engagement during site visits and frequent calls and meetings with management; dialogue helps to ensure mutual understanding and response from management if we raise issues/concerns; and
Engagement and proxy voting are integral parts of our active management of portfolios; case-by-case assessment for decisions relating to proxy voting, corporate actions and events.
The investment team's frequent contact with industry management teams ensures we develop and maintain strong relationships with corporates, allowing a more appropriate reflection on the risk and reward of various investments.
This allows us to complement quantitative models and analysis with a qualitative assessment of each company's managerial actions concerning both strategic and sustainability decisions.
We also believe that shareholders can contribute strongly to the dialogue with a company through proxy voting. Every
resolution is voted at every company meeting and we always vote in what we consider to be the best interest of EGL shareholders, irrespective of the company's recommendation. This is especially true for any item that could impact sustainability or ESG considerations in a negative way, such as matters
that could affect corporate governance and climate change, reduce the protection of minority holders' interests, or lead to management compensation being misaligned with the interests of shareholders. Progress is tracked against our objectives. In exceptional instances we write to a company's board to express our views.
The portfolio's carbon emissions performance
The Redwheel team partners with CarbonAnalytics to verify and measure carbon emissions for portfolio companies. The Company's portfolio screens well in terms of carbon footprint (i.e. tonnes of CO2emitted per megawatt hour of electricity
generation): electricity generators in the portfolio generally have CO2emissions which are below the average emissions of their relevant electricity grids and the average of companies included in the global utilities index.
As mentioned, we do not set firm limits on fossil fuel exposure and invest in companies transitioning to better growth and sustainability profiles (rather than permitting only 'clean' stocks). As of 30 September 2025, the portfolio's electricity generators had CO2emissions which were 22% below the average emissions of the electricity grids in which the companies operate, largely because of a relatively small reliance on coal, and 28% lower than those of companies in the global utilities index (as measured
in tCO2/$million invested). On a forward-looking basis, due to our focus on companies in transition, the portfolio's emissions profile should look even better, with almost all companies having committed to a full phase-out of fossil fuels in the medium term and a net zero emissions target in the long run.
Share of
Share of electricity
CO2
emissions
The Company
electricity generation compared to
Governance FinancialsAs at | from coal | renewables | grid | per $mn |
30 September 2025 | (%) | (%) | (%) | invested |
EGL portfolio | 7 | 24 | -22 | 295 |
MSCI World Utilities Index | 15 | 18 | -12 | 409 |
generation
from
relevant
tCO2
RWC Asset Management LLP (Redwheel)
Investment Manager
Company Information11 December 2025
Ten Largest Holdings
as at 30 September 2025 (% of investments)
4.0%
(2024: 2.9%)1
4.0%
(2024: 6.6%)
3.7%
(2024: 3.7%)
3.6%
of portfolio
of portfolio
of portfolio
Xcel is a pure-play regulated utility operating in eight Western and Midwestern US states. The company plans to invest $60 billion over the next five years in transmission, distribution, and generation to support robust load growth across its service territories. Electric sales are expected to grow 5% through 2030 due to a combination of AI data center load, oil & gas electrification, and EVs. The company targets reducing emissions from electricity generation by 80% by 2030 and achieving net zero by 2050. We expect shares to deliver 11-12% total return per annum over time.
Xcel Energy
Regulated electric utility and natural gas delivery company in the US
National Grid
Regulated power and gas transmission and distribution in the UK and US
National Grid's principal activity is the transmission and distribution of energy in the UK and the US, which is fully regulated. The company owns and operates the high voltage electricity transmission network in England and Wales, the gas transmission infrastructure for Great Britain, and four of the eight regional gas distribution networks in the UK. In the US, National Grid supplies energy
to more than 20 million people in five states in the Northeast, where it also owns and operates gas distribution networks. Given the strong structural growth in renewables generation and the
requirement to modernise transmission and distribution networks, National Grid's new 5-year plan sees significantly expanded capital investment of £60bn which should drive asset growth of c. 10% per annum.
https://www.nationalgrid.com
Constellation Energy
US nuclear power generator
Founded in 2022 after a spin-off from Exelon, Constellation's 32,400 megawatts of mostly carbon-free energy capacity produce about 20% of the country's carbon-free generation. Of listed US power generators, the company is already the lowest carbon emitter, given it has the nation's largest nuclear fleet, and plans to eliminate all its greenhouse gas emissions by 2040. Constellation's 24/7 baseload power output plays an increasingly valuable role in several States balancing intermittent solar and wind generation and growing demand for electricity from power-intensive datacentres. In September, in a headline deal which is expected to significantly boost Constellation's earnings growth rate (from 10% to 13% p.a.), Microsoft signed a 20-year agreement with Constellation to purchase all the power
from a nuclear plant unit closed in 2016 which Constellation will restart in 2026. Known for operational quality and with a strong balance sheet and significant cash flow, Constellation continues to return capital to shareholders while targeting 10% growth annually in the dividend.
https://www.constellation.com
ENAV
Italian monopoly supplier of air navigation services
ENAV is a major European air navigation infrastructure operator as the exclusive supplier of air traffic control and navigation services in Italian airspace. Known for its safety and on-time
performance, ENAV listed on the Milan stock exchange in 2016 with a free float of c. 47%. In addition to managing air traffic, the company is involved in the installation, maintenance and monitoring
of all air navigation hardware and software systems and the development of new technologies
(2024: 3.4%)
3.5%
of portfolio
such as the creation of U-Space, the airspace for drones. It provides aeronautical information management systems for customers based globally and is in partnership with companies leading the development of satellite services. Revenues are highly regulated, with limited exposure to traffic, and expected to continue growing faster than costs.
https://www.enav.it
Exelon
The largest regulated electric utility company in the US
Exelon ("EXC") is an electric transmission and distribution company operating in six US jurisdictions. Exelon plans to invest $30 billion through 2028 in grid modernization, capacity expansion, and reliability investments to serve strong growth in its service territories. EXC has a robust pipeline of data center projects that should connect to its system given that Illinois is one of the largest data center hubs in the US. Energy generation shortages in its operating territories could accrue positively to EXC if
(2024: 2.7%)
of portfolio
the utility is allowed to own and operate electric generation in the future, which is currently outside of its mandate. We expect the shares to deliver 10% of total return per annum.
https://www.exeloncorp.com
3.5%
(2024: 6.3%)
3.5%
(2024: 3.1%)1
3.5%
(2024: 3.3%)
3.4%
(2024: 3.8%)
of portfolio
of portfolio
of portfolio
of portfolio
NextEra is one of the largest capital investors across U.S. industry and the largest in the energy industry, targeting clean energy and smart infrastructure. NextEra's principal subsidiaries are Florida Power G Light, the largest electric utility in the US, and NextEra Energy Resources, the largest generator of energy from wind and sun in the world. NextEra is also a leader in battery storage and energy transmission. It is deploying vast capital resources in incremental renewables and storage capacity, stimulated by the government's incentives for clean energy, transmission and storm resilience and in response to new demand growth. NextEra continues to deliver strong results and reliable electricity and has reconfirmed guidance through 2027 for 6-8% per annum earnings growth and 10% per year growth in the dividend per share (from 2024 levels).
NextEra Energy
Global leader in clean energy infrastructure
The Company
https://www.nexteraenergy.com
Vinci
A world leader in concessions, energy solutions and construction
Vinci is a global top 3 (ex-China) contractor with extensive footprints in the construction, roadbuilding and electrical engineering segments. It also operates one of the largest portfolios of transport infrastructure concessions with a particularly strong presence in toll roads (ASF-Escota, Cofiroute) and airports (ANA, Gatwick, Edinburgh, or Kansai, for example). In addition, the firm entered the renewable energy sector with the acquisition of Cobra IS in 2021. Vinci's strategy focuses on external growth
in airports and Vinci Energies, while being more focused on bolt-on deals in roadworks and margin improvements (self-help) in its construction business. Vinci is well positioned to benefit from the
€500bn German infrastructure plan unveiled in March 2025.
https://www.vinci.com/en
E.ON
European energy distribution network operator and retailer
E.ON spun off its conventional thermal power generation and energy trading businesses to a separate company, Uniper, in 2016. E.ON is now focused entirely on energy networks, retail (where it has leading market positions in Germany, the U.K. and Netherlands, Turkey, Czech Republic, Hungary, Romania, Sweden, others) and energy infrastructure solutions (district heating and cooling and energy infrastructure for industrial customers which carry attractive contract terms). The networks division, which operates the largest distribution network in Europe and provides a majority of EBITDA, is
seeing a major growth acceleration across markets, driving an increase in annual investment and 10% regulated asset base growth. Good visibility on asset growth and return on capital employed (average for 2024-2028 of 8-6%) should continue to support earnings and dividend per share growth.
https://www.eon.com
Enel
Major investor in renewables and transmission grids globally
Enel is present in 30 countries and is the world's largest utility by customer base, one of the world's largest renewable energy operators and one of its largest electricity network operators. Since the early 2000s, Enel, Italy's largest producer, distributor and supplier of power, has pioneered the development of renewable energy technology, focusing on onshore wind and solar. With the acquisition of Endesa in 2007, Enel entered the Spanish market as the largest utility in the Iberian Peninsula and gained significant exposure to Latin American markets. Remaining coal exposure will be phased out by 2027. With the sale of non-core assets continuing and an infrastructure investment program targeting renewables capacity and networks, Enel aims to deliver a double-digit annual total shareholder return until 2030.
https://www.enel.com
Veolia Environnement
A French transnational company offering efficient and cost-effective waste, water and energy solutions
Veolia is a global environmental services company headquartered in France and operating in various parts of the value chain in the water, waste and energy segments. Post the Suez integration in 2021, Veolia has transformed itself into a global leader in environmental services and is well placed to take advantage of long-term structural growth trends which require sizeable investments. The global addressable market for water, waste and energy is larger than €1tn and highly fragmented, offering ample scope for Veolia to grow its business. In addition to these supportive trends, the company
3.2%of portfolio
(2024: 2.5%)1
aims to deliver more than €400mn in efficiencies and synergies per year, which should boost growth further.
https://www.veolia.com/en
1 Was not a top ten investment as at 30 September 2024.
Portfolio Analysis
as at 30 September 2025
By country or region | 30 September 2025 30 September 2024 Market value % of Market value % of £'000 investments £'000 investments North America 117,853 42.0 124,791 45.1 Continental Europe 107,348 38.1 94,573 34.1 UK 34,682 12.4 37,132 13.4 Other OECD 5,854 2.1 6,137 2.2 Total OECD 265,737 94.6 262,633 94.8 Emerging markets 15,051 5.4 14,277 5.2 Total 280,788 100.0 276,910 100.0 |
By sector | 30 September 2025 30 September 2024 Market value % of Market value % of £'000 investments £'000 investments Regulated utilities 91,866 32.7 99,905 36.1 Integrated utilities 81,305 29.0 83,877 30.3 Renewables & nuclear 46,888 16.7 49,671 17.9 Transportation Infrastructure 40,714 14.5 28,801 10.4 Environmental services 20,015 7.1 14,656 5.3 Total 280,788 100.0 276,910 100.0 |
By market capitalisation | 30 September 2025 30 September 2024 Market value % of Market value % of £'000 investments £'000 investments More than £10,000 million 204,961 73.0 223,708 80.8 £5,000 to £10,000 million 25,035 8.9 5,395 1.9 £1,000 to £5,000 million 39,420 14.0 38,978 14.1 £200 to £1,000 million 11,372 4.1 8,829 3.2 Total 280,788 100.0 276,910 100.0 |
Portfolio Holdings
The Company
Governance Financials Company Informationas at 30 September 2025
Company | Country | Fair Value £'000 | % of Investments |
Xcel Energy | US | 11,240 | 4.0 |
National Grid | UK | 11,151 | 4.0 |
Constellation Energy | US | 10,323 | 3.7 |
ENAV | Italy | 10,177 | 3.6 |
Exelon | US | 9,953 | 3.5 |
NextEra Energy | US | 9,800 | 3.5 |
Vinci | France | 9,785 | 3.5 |
E.On | Germany | 9,704 | 3.5 |
Enel | Italy | 9,657 | 3.4 |
Veolia Environnement | France | 9,045 | 3.2 |
Top 10 Investments | 100,835 | 35.9 | |
Iberdrola | Spain | 8,973 | 3.2 |
SSE | UK | 8,673 | 3.1 |
Vistra | US | 8,644 | 3.1 |
The Southern Company | US | 8,013 | 2.9 |
Brookfield | Canada | 7,617 | 2.7 |
BKW | Switzerland | 7,488 | 2.7 |
DTE Energy | US | 7,370 | 2.6 |
Dominion Energy | US | 6,939 | 2.5 |
Eversource Energy | US | 6,929 | 2.5 |
China Suntien Green Energy | China | 6,920 | 2.5 |
Top 20 Investments | 178,401 | 63.7 | |
Public Service Enterprise | US | 6,698 | 2.4 |
Pennon Group | UK | 6,307 | 2.2 |
RWE | Germany | 6,098 | 2.2 |
Drax Group | UK | 5,958 | 2.1 |
Atlas Arteria | Australia | 5,854 | 2.1 |
Terna | Italy | 5,720 | 2.0 |
American Electric Power | US | 5,617 | 2.0 |
SNAM | Italy | 5,479 | 2.0 |
Engie | France | 5,471 | 1.9 |
Flughafen Zurich | Switzerland | 5,132 | 1.8 |
Top 30 Investments | 236,735 | 84.4 | |
Ferrovial | Netherlands | 5,052 | 1.8 |
IREN | Italy | 4,853 | 1.7 |
AES Corp | US | 4,798 | 1.7 |
Aena | Spain | 4,714 | 1.7 |
Waste Management | US | 4,472 | 1.6 |
China Water Affairs | Hong Kong | 4,452 | 1.6 |
Alliant Energy | US | 4,088 | 1.5 |
Xinyi Energy | China | 3,679 | 1.3 |
AMEREN Corp | US | 3,308 | 1.2 |
Greencoat UK Wind | UK | 2,592 | 0.9 |
Amer Water | US | 2,045 | 0.6 |
Total Investments: 41 | 280,788 | 100.0 |
Directors
The directors are all non-executive and independent. They are all members of the audit committee, management engagement committee and remuneration committee.
David Simpson
Chairman
David Simpson is a qualified solicitor and was a partner at
KPMG for 15 years until 2013, culminating as global head of M&A.
Before that he spent 15 years in investment banking, latterly at Barclays de Zoete Wedd Ltd. He is chairman of M&G Credit Income Investment Trust plc and a director of Aberdeen New India Investment Trust plc. He was appointed as a director of the Company at admission on 26 September 2016. David will be retiring from the board at the conclusion of the Company's Annual General Meeting to be held on 5 March 2026.
David Benda (appointed 1 November 2025)
David qualified as a chartered accountant with Coopers & Lybrand in London. Since leaving in 1997, he has worked in various corporate broking roles, including for HSBC James Capel and Winterflood Securities where he focused on investment companies. Until this year, David was a Managing Director
at Deutsche Numis where he headed the corporate side of the listed fund team and co-headed the team overall. He has extensive experience advising UK listed closed-ended funds and managing corporate transactions including fundraisings, reorganisations and restructurings. David is a non-executive director of Albion Technology & General VCT PLC.
Malcolm (Max) King
Chairman of the Remuneration Committee
Max King is a chartered accountant and has over 30 years' experience in fund management having worked at Finsbury Asset Management, J O Hambro Capital Management and Investec Asset Management. He is also a columnist for MoneyWeek magazine. Max will cease to be a director of Gore Street Energy Storage Fund plc from 16 December 2025. He was appointed as a director of the Company on 11 September 2017.
Susannah Nicklin
Chair of the Management Engagement Committee and Senior Independent Director
Susannah Nicklin is an experienced non-executive director and financial services professional with 25 years of experience in executive roles in investment banking, equity research and
wealth management at Goldman Sachs and Alliance Bernstein in the US, Australia and the UK. Susannah is Chair of Schroder BSC Social Impact Trust plc and Frog Capital LLC, and a non-executive director of The North American Income Trust plc. She holds the Chartered Financial Analyst qualification. She was appointed as
a director of the Company on 9 September 2020. Susannah will succeed to the role of Chair following the Company's Annual General Meeting on 5 March 2026.
Joanna Santinon
Chair of the Audit Committee
Joanna Santinon is a chartered accountant and chartered tax adviser. She specialised in tax, transactions and private equity, and gained wider experience including mergers and acquisitions, strategic investments, capital raisings and listings in her 24 year career at EY. Joanna was a founder member of the 30% Club in the UK. She is a non-executive director and audit committee chair of Octopus Future Generations VCT plc and of Guinness VCT plc. She is also a trustee of The Centre For Entrepreneurs. She was appointed as a director of the Company on 12 September 2023.
The Company
GovernanceStrategic Report
The directors present their Strategic Report for the Company for
the financial year ended 30 September 2025.
The Strategic Report contains a summary of the Company's business model, a statement of its objectives and investment policy, a review of performance and a description of the principal and emerging risks it faces. Please refer to the Chairman's Statement and the Investment Manager's Report for an analysis of the Company's performance during the financial year and a summary of its future prospects. Pages 4 to 14, together with the sections of this annual report and accounts incorporated by reference, consist of a Strategic Report that has been prepared in accordance with Section 414A of the Companies Act 2006 (the "Act").
Principal activity and purpose
The Company is an investment company and its principal activity, and therefore its purpose, is portfolio investment.
Business model
FinancialsThe Company is an investment trust which allows it to be exempt from paying taxes on capital gains made from the sale of its investments. Investment trusts offer advantages for
investors, including access to professional investment skills and opportunities that might not otherwise be available to them, and the ability to borrow money to enhance investment returns. The Company exploits the advantages of its closed-ended structure by being fully invested and by borrowing against its assets. The Company employs gearing to enable it to enhance total returns and to offer shareholders a geared return on their investment. The Company may borrow, to a limited extent, at floating rates of interest under a prime brokerage facility and these borrowings are variable and can be repaid at any time.
Company InformationInvestment objectives and policy
The investment objectives of the Company are to provide
long-term capital growth and attractive dividend income for the benefit of shareholders while taking care to preserve shareholders' capital. The Company's assets are primarily invested in the
equity and equity-related securities of utility and infrastructure companies in developed countries, although up to 10% of the portfolio may be comprised of investments in debt securities and a significant portion of the portfolio may also be comprised of holdings in cash or cash equivalents from time to time.
For the purposes of investment, utility companies are those involved in the generation, transmission and distribution of electricity including the production of electricity from renewable sources; the transport, storage and distribution of gas; the abstraction, treatment and supply of water and the treatment of waste water; and the provision of environmental services such as recycling and waste management. Infrastructure companies are those that own and operate assets which are essential
to the functioning of developed economies and to economic development and growth, notably transportation-related assets such as roads, railways, ports and airports.
The portfolio is diversified with respect to geography and sub-sectors of the global utility and infrastructure investment universe. Whilst the portfolio is comprised principally of
investments in companies listed on recognised stock exchanges in the UK, Continental Europe, the US, Canada and other OECD (Organisation for Economic Co-operation and Development) countries, the Company may invest up to 10% of the portfolio, at the time of acquisition, in the securities of companies quoted
on recognised stock exchanges in non-OECD countries. The total of the Company's investments in the US may amount to 60% of the portfolio and, with the approval of the directors, that limit may be increased to 70%. The limit for each other country is 40% although it is highly unlikely that these limits will be reached.
Up to 15% of the portfolio may be comprised of investments in collective investment vehicles, including UK investment companies. The Company does not invest in any collective investment vehicles managed by the Investment Manager or its affiliates.
Other investment policy restrictions include:
Single investments by the Company must not exceed 15% of the portfolio;
No unquoted investments, save for bond or derivative instruments which are typically not listed;
The Company does not invest in telecommunications companies nor in companies which own or operate social infrastructure assets funded by the public sector such as schools, hospitals or correctional facilities; and
No early stage listed companies which involve significant technological or business risk.
These policy restrictions apply as at the time of investment. The Company would, therefore, not be required to effect changes to its investments owing to the appreciation or depreciation in the value of any investment. The size of the Company's holdings as shown in the Ten Largest Holdings, the Portfolio Analysis and the Portfolio Holdings on pages 10 to 13 and references to the size of positions in the Company's investment portfolio elsewhere in this annual report and accounts are expressed in terms of total investments.
Any material change to the Company's investment policy would be subject to Financial Conduct Authority ("FCA") and shareholder approval.
Diversification
The portfolio of investments is diversified by geographical region, sub-sector of the Company's investment universe, regulatory regime and company size. A description of the Company's Ten Largest Holdings and an analysis of its portfolio can be found on pages 10 to 12.
Strategic Report
continued
Gearing
The maximum level of gearing utilised and the nature and terms of any borrowings are the responsibility of the directors. They have authorised the Investment Manager to utilise gearing of up to 25%. Gearing is the amount of the Company's borrowings less cash, divided by net assets attributable to shareholders. Cash includes the net amounts due from or owed to brokers. If the Company's gearing were to exceed 25% for any significant length of time, the Investment Manager would take action to reduce gearing by raising cash and repaying borrowings.
Borrowings provide a gearing effect on the NAV. When the Company is geared, a change in the value of the Company's investment portfolio will cause its NAV to change by a larger percentage amount.
Due to the increase in the NAV during the year, the effect of gearing was positive for shareholders. Gearing averaged 13.6% of net assets and it varied between 9.5% and 17.0%.
As at 9 December 2025 the level of gearing was 9.8%.
Currency exposure and hedging policy
The Company's accounts are maintained in sterling but many of
The Company's exposure to derivative instruments (excluding such instruments entered into for cash management purposes or to hedge the currency profile of the portfolio) was, at
30 September 2025, and throughout the year, nil.
NAV and dividends
The Company's NAV per share increased by 10.8% during the financial year ended 30 September 2025 and by 15.0% on a total return basis (which assumes the reinvestment of dividends paid). Over the year, the share price increased by 11.9% and the total return on a share, assuming reinvestment of dividends, was 16.6%. The Investment Manager's Report beginning on page 6 reviews developments in financial markets and the Company's portfolio during the financial year.
Shortly after admission, the Company applied successfully to court to cancel its share premium account to establish distributable reserves, thereby enabling the Company immediately to commence dividend distributions to
shareholders. On an ongoing basis, these distributable reserves are available to augment the portfolio's yield.
During the financial year, the Company paid quarterly dividends of:
its investments are denominated and quoted in currencies other than sterling. Although the Company does not pursue a policy of
Interim dividend per share
Financial
year Payment date Dividend
hedging such investments back into sterling, it may do so from time to time, depending on market conditions. The Company's exposure to fluctuations in exchange rates is, to some extent, mitigated by any borrowings in currencies other than sterling.
During the financial year ended 30 September 2025 the portfolio was unhedged and, as such, the changes in currency exposure during the year principally reflected portfolio changes.
Portfolio currency exposure was as follows:
Fourth 2024 29 November 2024 2.05p
First 2025 3 March 2025 2.125p
Second 2025 30 May 2025 2.125p
Third 2025 29 August 2025 2.125p
Based on the price of a share at the end of the financial year, the annualised yield was 3.9%.
Key performance indicators
The Company's directors meet regularly to review the performance of the Company and its shares. Key performance indicators ("KPIs")
% currency exposure As at 30 September 2025
As at 30 September 2024
used to assess the Company's progress and its success in meeting its objectives are set out in the table below. Please also refer to Alternative Performance Measures on pages 66 and 67.
Sterling | 12.4 | 13.5 |
US dollar | 42.0 | 45.1 |
Euro | 33.7 | 32.1 |
Hong Kong dollar | 5.4 | 5.2 |
Other currencies | 2.1 | 4.1 |
NAV per share total | ||
25.9% | ||
return1 | 15.0% | |
Share price total return1 | 16.6% | 24.8% |
Share price discount to | ||
NAV per share1 | 11.3% | 12.1% |
Average share price | ||
discount to NAV per | ||
share during the year1 | 10.84% | 13.3% |
Revenue return per share | 7.45p | 7.17p |
Dividends paid per share | 8.425p | 8.10p |
Dividend yield1 | 3.9% | 4.2% |
Dividend cover2 | 88.4% | 88.5% |
Ongoing charges ratio1 | 1.29% | 1.39% |
KPIs
As at or year ended 30 September 2025
As at or year ended 30 September 2024
Use of derivatives
The Company may make use of derivative instruments, such as options, financial futures and contracts for difference, for the management of risk within limits set by the directors. It is the Company's policy that the total exposure to such derivative instruments (excluding such instruments entered into for cash management purposes or to hedge the currency profile of the portfolio) will not exceed 10% of the Company's investments. Total exposure is the sum of the investments comprising the
Company's portfolio and, in the case of derivatives, the value of the underlying securities adjusted for volatility.
Please refer to Alternative Performance Measures on pages 66 and 67.
The dividend cover is the revenue return per share divided by the dividends
paid per share.
The Company
GovernanceThe performance of the Company's portfolio is not measured against an equity index benchmark. The Investment Manager's asset allocation process pays little attention to the country and regional compositions of the main global utilities index and the global listed infrastructure indices which are typically dominated by utilities. The directors, therefore, review portfolio performance against the most comparable global sector indices, the MSCI World Utilities Index and the S&P Global Infrastructure Index which serve as reference points, and segmental analyses to understand the impact of asset and geographical allocations and stock selection decisions on the Company's overall investment performance.
The directors also review the level of the share price premium/ discount to NAV and the level and composition of ongoing charges incurred.
As outlined in the Chairman's Statement, portfolio performance was strong during the year based on good stock selection and in spite of weakness in foreign currencies relative to sterling. The discount to NAV per share persisted, however, as it did for most investment trusts.
FinancialsIncome from investments, as described in the Income Statement, increased by 2.3% year-on-year. Finance costs remained stable with a slight decrease of 0.4%, while investment management and administration expenses increased slightly by 0.3% overall. The revenue return per share increased by 3.9% to 7.45p.
Company InformationThe ongoing charges ratio decreased to 1.29% from 1.39% last year. Total ongoing charges were almost unchanged, compared with the prior year, but the average NAV was 7.9% higher during the year, resulting in a lower ongoing charges ratio. The ongoing charges ratio is calculated in accordance with AIC recommended methodology using the total ongoing charges for the year under review and the average NAV during the year of £238,899,699 (2024: £221,401,634).
Principal and emerging risks associated with the Company The directors have carried out a robust assessment of the principal and emerging risks facing the Company, including those which could threaten its business model, future performance, solvency and liquidity. The specific financial risks associated with foreign currencies, interest rates, market prices, liquidity, credit, valuations and the use of derivatives - which may or may not
be material to the Company - are described in Note 16 to the Financial Statements. The board conducts this assessment by reviewing a detailed risk matrix on a regular basis. A full analysis of the directors' review of internal controls is set out in the Corporate Governance Statement on page 31.
The principal risks, incorporating emerging risks, facing the Company along with, where appropriate, the steps taken by the board to monitor and mitigate such risks is summarised on pages 17 to 19.
Performance and market risk
The performance of the Company depends primarily on the investment strategy, asset allocation and stock selection decisions taken by the Investment Manager within the
parameters and constraints imposed by the Company's investment policy. The investment policy guidelines can only be materially changed by proposing an ordinary resolution at a
general meeting for shareholders' approval. The Company invests in securities which are listed on recognised stock exchanges
so it is regularly exposed to market risk and the value of the Company's portfolio can fluctuate, particularly over the short term, in response to developments in financial markets.
The board has put in place limits on the Company's gearing, portfolio concentration, and the use of derivatives which it believes to be appropriate to ensure that the Company's investment portfolio is adequately diversified and to manage risk. The board meets formally at least four times a year with the Investment Manager to review the Company's strategy and performance, the composition of the investment portfolio and the management of risk. The board examines the sources of investment performance, which are described in attribution
analyses prepared by the Investment Manager for each meeting, volatility measures, liquidity and currency exposure, and the Company's gearing. Investment performance could be adversely affected by changes within the investment management team. The board monitors these through regular dialogue with the Investment Manager. The Investment Manager takes steps to reduce the likelihood of such an event by ensuring appropriate succession planning and the adoption of a team-based approach.
Protracted separation of NAV and share price
Whilst some investors may view the opportunity to purchase a share of the Company at a discount to its NAV as attractive, the volatility of the price of a share and the premium/discount adds to the risks associated with an investment in the Company's shares. The directors review the level of the premium/discount on a regular basis and will use their ability as granted by shareholders to address any sustained or significant discount or premium to NAV, as and when it is appropriate, through the repurchase or issuance of stock. The repurchase of stock will be
subject to, but not limited to, market conditions and availability of
cash resources.
Income risk
The Company is committed to paying its shareholders regular quarterly dividends and to increasing the level of dividends paid over time. The dividends that the Company can pay depend
on the income it receives on its investment portfolio, the extent of its distributable reserves and, to a lesser extent, its level of gearing and accounting policies. Cuts in dividend rates by portfolio companies, a change in the tax treatment of the
dividends received by the Company, a significant reduction in the Company's level of gearing or a change to its accounting policies could adversely affect the net income available to pay dividends.
The board monitors the net revenue forecast, including each component revenue and expense line item, prepared by the Administrator for quarterly board meetings. These are discussed in some detail to assess the Investment Manager's level of confidence in the income growth profile of the portfolio and to mitigate any risk of revenue shortfall relative to expectations.
Strategic Report
continued
The board applied successfully to cancel the Company's share premium account in November 2016 and the resulting special reserve is available, when the board considers it appropriate, to augment the net revenue available to pay dividends to shareholders.
Environmental, social and governance ("ESG") considerations ESG considerations and policies have become some of the most critical issues confronting companies and their shareholders and can have a significant impact on the business models, sustainability and even viability of individual companies. These issues are a
key area of focus for the board, and the board maintains regular oversight of the Investment Manager in this area.
ESG factor analysis is undertaken on all portfolio holdings and prospective investments by the Investment Manager. In a rapidly changing environment surrounding sustainability and ESG,
the investment team works to determine the best practices to incorporate into investment criteria and to make reporting available to the market. As a long-standing specialist in the
Company's sectors, the investment team actively engages with portfolio companies in an effort to drive continuous improvement in their sustainability practices and metrics. The board regularly reviews the way ESG considerations are integrated into the decision making process by the Investment Manager to mitigate risk at the stock selection and portfolio levels.
Liquidity risk
Whilst the Company invests principally in highly liquid securities listed on recognised stock exchanges in developed economies, it also invests to a limited extent in securities traded in emerging markets and in securities which are more thinly traded. As the Company is a closed-ended investment company it does not run the risk of having to liquidate investments on unattractive terms to meet redemptions by investors although it is exposed to price risk; that is, that it will be unable to liquidate a position in a thinly traded security at the valuation at which it is carried
in the Company's accounts. It is also exposed to a risk that its prime broker, Citigroup Global Markets Limited ("Citigroup"), which provides a flexible borrowing facility, could request that borrowings be repaid with three days' notice. The board reviews the liquidity profile of the Company's portfolio on a regular basis. The liquidity analysis regularly shows that, if required, 96% of the portfolio could be liquidated within five business days assuming trades to accomplish this accounted for up to 30% of average daily trading volumes.
Operational risks
Disruption to, or failure of, the Investment Manager's dealing system, the Depositary's or Custodian's records or BNP Paribas' accounting systems may prevent accurate reporting and monitoring of the Company's financial position. The risk of fraud or other control failures or weakness within these service providers could result in losses to the Company.
In common with most other investment trusts, the Company has no executive directors, executive management or employees.
The Company delegates key operational tasks to third-party
service providers which are specialists in their fields: the management of the investment portfolio to the Investment Manager, Redwheel; the preparation and maintenance of the financial statements and maintenance of its records to the Administrator and Company Secretary, Frostrow Capital LLP ("Frostrow"); the worldwide custody of the assets to Citigroup; and the safekeeping and oversight services to Citibank UK Limited ("Citibank") as Depositary. The board reviews the performance of these third-party service providers and their risk control procedures on a regular basis as well as the terms on which they provide services to the Company.
Cyber security risk
The threat of cyber-attack, in all guises, is regarded as at least as important as more traditional physical threats to business continuity and security. The Company's third-party service providers (including Redwheel, Frostrow, Citibank and Computershare) have confirmed the policies and procedures they have in place and their commitment to alert the board to any breaches. Redwheel has a regularly tested business continuity plan and cyber risk is covered within its broad insurance cover.
Legal, regulatory and compliance risks
To qualify as an investment trust, the Company must comply with Section 1158 of the Corporation Tax Act 2010 ("Section 1158").
Details of the Company's approval are given under Status on page 23. Were the Company to breach Section 1158, it may lose investment trust status and, consequently, gains within the Company's portfolio would be subject to capital gains tax. The
Section 1158 qualification criteria are continually monitored by the Administrator and the results reported to the board regularly. The Company must also comply with the provisions of the Companies Act 2006 and, since its shares are listed on the London Stock Exchange, the FCA Listing Rules, UK Market Abuse Regulation ("MAR"), Disclosure Guidance and Transparency ("DTRs"), and, as an investment trust, the Alternative Investment Fund Managers Directive ("AIFMD"). A breach of the Companies Act could result in
the Company and/or directors being fined or the subject of criminal proceedings. Breach of the FCA Listing Rules or DTRs could result in the Company's shares being suspended from listing, which in turn would breach Section 1158. The board relies on the services of its Company Secretary, the Investment Manager and its professional advisers to ensure compliance with the Companies Act 2006, the FCA Listing Rules, DTRs, MAR and AIFMD.
The following risks have also been identified as important in our risk assessment.
Other risks
In the opinion of the directors, an investment in the shares of the Company entails a greater than average degree of risk, because the Company employs gearing, as explained on page 16. In addition to the risks borne by the Company described above, investors in the shares of the Company are exposed to risks due to the investment objectives and policy (described on page 15) of the Company. These are risks that cannot be mitigated without changing the investment policy.
The Company
Gearing and capital structure
The board has authorised the Investment Manager to utilise gearing, in the form of borrowings under the Company's prime brokerage facility, although the gearing is not structural in nature and can be reduced at any time. Whilst the use of gearing will enhance the NAV per share when the value of the Company's assets is rising, it has the opposite effect when the underlying asset value is falling. In the event that the prime brokerage facility were to be renegotiated or terminated, the Company might not be able to finance its borrowings on as favourable terms.
GovernanceNon-OECD or emerging markets
The Company's policy on diversification, noted on page 15, permits the Investment Manager to invest up to 10% of its investments, measured at the time of acquisition, in the securities of companies incorporated in countries which are not members of the OECD - such as emerging markets - and quoted on stock exchanges in such countries. Investment in emerging markets may involve a higher degree of risk and expose the Company to, among other things, less well developed legal and corporate governance systems, a greater threat of unilateral government action with respect to regulation and taxation, and
Financialsa higher risk of political, social and economic instability than an investment in developed, OECD markets. These risks are mitigated through diversification and fundamental analysis.
Foreign exchange risk
Company InformationAs noted in the investment policy on page 15, the Company's Financial Statements are prepared in sterling and its shares are denominated in sterling. Many of the Company's investments, however, are denominated in currencies other than sterling and, as a result, the value of the Company's investment portfolio is exposed to fluctuations in exchange rates. Although the Company may hedge non-sterling exposure from time to time, it is not the Company's policy to try to minimise or eliminate foreign exchange risk as over the long term this could restrict the investment returns potentially available to sterling-based investors in international securities. There is a risk that the NAV will be depressed, therefore, if sterling appreciates significantly against foreign currencies.
Political risk
The board has considered the political uncertainties prevailing across the world and the risks associated with potential changes to regulations, laws and/or taxes. The board continues to believe that the Company's strategy of investing in an internationally diversified portfolio of companies is the correct model to achieve its investment objectives.
Viability statement
The UK Corporate Governance Code and the AIC Code of Corporate Governance require the board to assess the prospects of the Company over a longer period than the 12 months required by the Going Concern provision.
The directors have elected to review the viability of the Company for a five year period up to the Annual General Meeting of the Company to be held in 2030 principally because they consider that any investment in the shares of the Company should be made on a medium to long-term basis.
In assessing the viability of the Company over this five year period, the board has performed a robust assessment of controls over the principal risks. The board considers, on an ongoing basis, each of the principal risks noted in the Strategic Report and set out in Note 16 to the Financial Statements. The board has evaluated scenarios of possible future circumstances, including a significant and prolonged fall in equity markets and
a material increase in expenses, and considered the latest assessment of portfolio liquidity. The board monitors income and expense projections for the Company, with most of the expenses being predictable and modest in comparison with the assets of the Company. A significant proportion of the Company's expenses are investment management fees based on the Company's NAV and these would decline proportionately if the market value of the Company's investments were to fall.
Pursuant to the Company's Articles of Association, the board is required to put a continuation vote to shareholders every five years. At its Annual General Meeting in March 2024,
shareholders voted on an ordinary resolution which considered the continuation of the Company and overwhelmingly approved it. Another vote will be held no later than March 2029.
Based on the above, their assessment of the nature of the Company, its investment policy and financial resources, and with careful consideration given to the current market situation, the board has concluded that there is a reasonable expectation that the Company will be able to continue to operate and meet its liabilities as they fall due over the next five years.
Environmental, social and governance ("ESG") policy Your board believes that analysis of ESG factors is an essential element of the investment management process and that companies exhibiting good or improving ESG credentials are more likely to perform well over the longer-term. The Investment Manager's research process integrates traditional fundamental analysis and a study of ESG factors which it believes may affect stock valuations and shareholder value. Engagement and proxy voting are integral parts of active management and a case-by-case assessment is made for decisions relating to all proxies, corporate actions and events relating to portfolio holdings. We endorse
the Investment Manager's active stewardship approach and are pleased that it is a signatory of the United Nations-supported Principles for Responsible Investment ("PRI").
In the power sector, your Company's strategy is to invest predominantly in companies investing to achieve their own or government targets for emissions reductions and greener
grids and eventually decarbonisation. The portfolio is oriented, therefore, toward clean generators and suppliers of electricity, and we expect that it will be cleaner in terms of carbon emissions
Strategic Report
continued
(tons of CO2emitted per megawatt hour of generation) than the overall power sector (as measured by the MSCI World
Utilities Index). Please refer to page 8 for further detail about the Investment Manager's integration of ESG factors in its investment approach and to page 24 for an outline of the Investment Manager's stewardship policy.
The Company is an investment trust with no executive directors or employees and no operating assets. Apart from the need for directors to travel to board meetings, the Company has no direct impact on the environment or on the communities in which it carries on its investment activities.
Modern Slavery Act 2015
The Company does not fall within the scope of the Modern Slavery Act 2015 and the directors consider the Company's suppliers, which are typically professional advisors, to be low risk. Accordingly, an anti-slavery and human trafficking statement has not been included.
The board and composition
Details of the Directors of the Company are set out on page 14.
The board is attentive to the composition of the board, its breadth of skills and its diversity. The board is committed to ensuring that any vacancies arising are filled by the most qualified candidates and recognises the value of diversity in the composition of the board. The board welcomes the FTSE Women Leaders Review's recommendations on gender diversity on boards and the Parker Review's recommendations with respect to ethnic and cultural
As an externally managed investment company with no chief executive officer (CEO) or chief financial officer (CFO), the roles which qualify as senior under FCA guidance are Chairman and Senior Independent Director (SID). The board also considers the chairmanship of the audit committee to represent a senior role within this context.
As at the Company's year end and chosen reference date,
30 September 2025, the Company met both the gender diversity target and the target for at least one of the senior positions on the board to be held by a woman.
The Company did not meet the target for at least one individual on its board of directors to be from a minority ethnic background.
The relatively small size of the Company's board, and therefore more infrequent vacancies and opportunities for recruitment, make achieving diversity on the board a more challenging process. As succession planning of the board progresses over future years, the Company will continue to strive for increased diversity on its board of which gender and ethnicity are two important aspects.
Directors hope to meet the target for ethnic diversity in relation to
its next appointment.
As required under UKLR 6.6.6(10), further detail in respect of the three targets outlined above as at 30 September 2025 is disclosed in the following tables.
Number
representation on UK boards.
Whilst the board does not feel that it is appropriate to use diversity
Number of board members
Percentage
of the board
of senior positions on the board
targets, given its small size, the directors acknowledge that diversity is important to ensure that the Company can draw on
Men 2 50% 11
Women 2 50% 22
a broad range of skills, knowledge, experience and perspectives.
Not specified/prefer not
- - -
The appointment process therefore includes a consideration of diversity generally, taking into account gender, social and ethnic backgrounds, cognitive and personal strengths and experience.
to say
Number
This includes engaging recruitment agencies that sign up to recognised codes of conduct, which include principles on diversity with the aim of increasing board diversity integrated through their
Number of board members
Percentage
of the board
of senior positions on the board
search processes. The board has previously explicitly asked our search firm to seek and present a diverse candidate pool for our selection process and we will continue to do this in relation to its next appointment, based on a belief that diversity contributes to better governance , and in order to meet the industry targets for
White British or other White (including minority-white groups)
Mixed/Multiple ethnic
groups
4 100% 31,2
- - -
ethnic diversity that shareholders expect.
Asian/Asian British - - -
The FCA UK Listing Rules ("UKLR") require companies to state
Black/African/ Caribbean/ Black British
- - -
whether they have met certain targets on board diversity; these
Other ethnic group - - -
are that:
Not specified/prefer not
- - -
at least 40% of the individuals on its board of directors are women;
at least one of the senior positions on its board of directors is held by a woman; and
at least one individual on its board of directors is from a minority ethnic background.
to say
David Simpson in the role of Chairman.
Susannah Nicklin and Joanna Santinon in the roles of Senior Independent Director and audit committee chair respectively.
The Company
Since 30 September 2025, a further non-executive director was appointed to the board. This appointment did not affect the Company's reporting against the applicable UKLR targets.
Future prospects
The outlook for the Company is described in the Chairman's Statement on page 5 and the Investment Manager's Report on page 7.
Section 172 statement
GovernanceSection 172 of the Companies Act 2006 requires that a director must act in the way he/she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members (i.e. shareholders) as a whole and, in doing so, have regard (amongst other matters) to: the likely consequences of any decision in the long term; the need to foster the Company's business relationships with suppliers, customers and others; the impact of the Company's operations on the community and the environment; the desirability of
the Company maintaining a reputation for high standards of business conduct; and the need to act fairly as between members of the Company.
FinancialsThe board ensures that it promotes the success of the Company by engaging the Investment Manager and other specialist
third-party suppliers with appropriate performance records, resources and controls in place to deliver the services that the Company requires. Their performance is monitored by the board and its committees, which have oversight of the Company's operations. The principal supplier is the Investment Manager,
Company Informationin particular the investment management team responsible for managing the Company's assets in order to achieve its stated investment objectives. The board maintains a good working relationship with the Investment Manager, which also provides administrative support and promotes the Company through its marketing and investor relations efforts. Whilst strong long-term investment performance is essential, the board recognises that for an investment vehicle to be sustainable over the long term, both it and the Investment Manager must have regard to ESG issues that impact society at large. Environmental, social and governance considerations are fully integrated in the Investment Manager's investment process; please refer to page 8.
The directors confirm that they have considered their duty under Section 172 when making decisions during the financial year under review. The directors have considered this duty when making strategic decisions that impact shareholders, including the basis of allocation of management and finance expenses, the dividend policy and the repurchase of shares.
The board regularly monitors the shareholder profile of the Company. Please refer to page 31 for details of communication with shareholders. The board also widely consults with its advisers when considering key decisions.
The key decisions taken by the directors during the year under review are set out as follows.
Strategy
The Chairman's Statement on pages 4 and 5 and the Investment Manager's Report on pages 6 and 7 include details of the Company's strategy, portfolio activity and performance during the year under review. This Strategic Report on pages 15 to 22 also describes the investment strategy undertaken by the Investment Manager.
These strategic decisions contribute to the long-term success of the Company and are communicated to investors so they may make personal investment decisions.
Dividends
Quarterly dividends were paid in November 2024 and March (paid late due to administrative oversight), May and August 2025.
Last year, the board increased the quarterly dividend rate to 2.125p per share. The board has carefully considered the dividend level and, following review of the relevant factors,
decided to increase the quarterly rate to 2.25p, starting from the dividend payable in February 2026.
Repurchase of shares
Despite the strong performance of the NAV and our ongoing efforts to raise appreciation of the Company's investment universe and strategy across a wider audience, the shares continued to trade at a discount to NAV during the year, as was typical for most investment trusts. The Company therefore continued to repurchase shares, buying back a total of
5.3 million shares during the year. The board keeps the discount management policy under careful review, in the interest of all shareholders.
Shareholder engagement and operational arrangements To strengthen and broaden our abilities to engage with shareholders, we appointed Montfort Communications as PR
advisor. To streamline administrative arrangements and to boost marketing and investor relations reach, we appointed Frostrow.
Frostrow was appointed AIFM with effect from 1 July 2025, along with assuming responsibility for Company Secretarial,
Administration and Distribution functions. The board expects this combination of advisors and experienced operators to bring efficiencies and further improvements to overall shareholder outcomes and communication.
Strategic Report
continued
Investment manager and management fee
As of 1 October 2024, RWC Asset Management LLP ("Redwheel") acquired the Company's fund manager, Ecofin Advisors Limited and its investment team. Redwheel is a UK-based specialist investment manager with some $21.2bn in assets under management. The transition has gone smoothly and the Company's strategy and investment process remain unchanged, with enhanced support from the wider Redwheel team. From the same date, the board negotiated a lower management fee,
delivering savings to shareholders. Please refer to page 23 for full details.
On behalf of the board
David Simpson
Chairman
11 December 2025
The CompanyDirectors' Report
The directors present the annual report and accounts together with the audited Financial Statements of the Company for the year ended 30 September 2025. The directors serving during
dividend of 2.125p per ordinary share was paid on 28 November 2025. The directors are not proposing the payment of any final dividend for the year ended 30 September 2025 (2024: nil).
the year were Max King, Susannah Nicklin, Joanna Santinon and David Simpson. David Benda was appointed as a director after the year-end on 1 November 2025.
Information disclosed in the Strategic Report
The following matters required to be disclosed in this report under the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 are covered in the Chairman's Statement, the Investment Manager's Report and the Strategic Report on pages 15 to 22: the Company's objectives, policies and financial risk management, the Company's exposure to risks and its prospects, as well as important events affecting the Company since the year-end.
Share capital
Year ended 30 September 2025
Governance
Revenue reserves at | ||
- | ||
beginning of year | - | |
Revenue available | ||
for dividends | 7,956 | 8,094 |
Transfer from | ||
special reserve for | ||
dividends | 1,079 | 1,050 |
Dividends paid | 9,035 | 9,144 |
£'000
Year ended 30 September 2024
£'000
Status
The Company was incorporated in England and Wales as a public limited company and is domiciled in the UK. It is an investment company as defined by Section 833 of the Company's Act 2006 (the "Act") and the Company's ordinary shares are listed on the London Stock Exchange.
The Company has been approved by HM Revenue & Customs ("HMRC") as an investment trust in accordance with Section 1158 Corporation Tax Act 2010 ("CTA"). In the opinion of the directors it continues to meet the eligibility criteria to qualify as an investment trust. As an investment trust, the Company is exempt from capital gains tax and, given the Company's current portfolio, its shares are eligible for inclusion in an Individual Savings Account.
Results and dividends
The net assets of the Company attributable to ordinary shares as at 30 September 2025 were £256,576,000 (2024: £243,231,000). The results for the Company are reviewed in the Chairman's Statement on page 4 and the Investment Manager's Report on page 6 and set out in the Financial Statements on pages 44 to 47.
The net revenue return of the Company which was available for dividend payments on ordinary shares for the year ended 30 September 2025 amounted to £7,956,000 (2024: £8,094,000).
The Company is able to supplement the revenue account with reserves of distributable capital and it did so during the financial year.
Dividend policy
The Company pays dividends to shareholders on a quarterly basis, payable on the last business day of February, May, August and November each year.
In accordance with best practice, the board will be seeking shareholder approval of this dividend policy, and a resolution will be put to shareholders at the forthcoming AGM. In respect of the year ended 30 September 2025, an interim dividend of 2.05p per ordinary share was paid on 30 November 2024, and 2.125p per ordinary share was paid on 3 March 2025, 30 May 2025
and 29 August 2025. Subsequent to the year-end, an interim
The issued share capital of the Company as at 30 September 2025 comprised 104,446,400 (2024: 109,721,598) ordinary shares. At general meetings of the Company, holders of ordinary shares are entitled to one vote per person on a show of hands and one vote per share on a poll. They are entitled to such dividends as the directors may from time to time declare and to participate in the Company's capital growth. On a winding-up, after settling amounts due to creditors, ordinary shareholders are entitled to any remaining assets.
FinancialsThere are no restrictions on transfers of the ordinary shares nor special rights regarding control of the securities. Neither the Company nor the directors are aware of any agreements or arrangements with or between shareholders which restrict the transfer of shares, or which would take effect, alter or terminate in the event of a change of control of the Company.
Company InformationDespite strong NAV performance and concerted efforts to raise appreciation of the Company's investment universe and strategy amongst a wider audience, the shares traded at a discount to NAV per share during the year. As a result, the Company continued to repurchase shares at a discount. A
further 10,561,776 shares were repurchased subsequent to the year-end and up to 9 December 2025 at a discount to NAV.
Management agreement
RWC Asset Management LLP has been appointed to provide discretionary fund management services to the Company under an Investment Management Agreement ("IMA"), which provided for an investment management fee equal to 0.90% per annum of NAV on the first £200 million and 0.75% per annum of NAV exceeding £200 million up to and including £400 million plus 0.60% per annum of NAV exceeding £400 million, calculated and payable quarterly in arrears. Details of the fees paid to Redwheel during the financial year are given in Note 3 to the Financial Statements. In accordance with the Alternative Investment Fund Managers Directive ("AIFMD"), the board appointed Frostrow as the Company's AIFM, effective from 1 July 2025.
The board has reviewed the performance of the Investment Manager and believes that its continued appointment is in the interests of the Company and shareholders. Such a review is carried out on an annual basis.
Directors' Report
continued
Stewardship
Because of its industry knowledge and extensive company research, the Investment Manager is granted discretion by the directors to vote on the shares of investee companies. The board reviews periodically the provisions of the FRC's Stewardship Code (September 2020) (the "Stewardship Code") and the Investment Manager's principles relating to engagement with issuers and their management and proxy voting activities.
For the period under review, Redwheel's principles for proxy voting applied. These were as set out within the Redwheel Engagement Policy and stated:
Boards are expected to demonstrate appropriate expertise, independence, accountability, responsiveness and climate governance. Where the investment teams have concerns about an investee company's board, and/or individual director's performance or attendance record, Redwheel will vote against the election/re-election of the relevant individuals, including the chair;
Redwheel will generally vote against management if there is a clear conflict between an investee company's management and the interests of its shareholders; and
Where the investment teams have concerns over remuneration policies and practices, votes may also be cast against members of the remuneration committee.
In future periods, the team at Redwheel will continue to have primary responsibility for engaging with investee companies in all of the jurisdictions in which it invests, consistent with the guidelines applicable to engagement and proxy voting set out within the publicly available Redwheel Stewardship Policy.
Administration, borrowing, custody, depositary, company secretarial and withholding tax recovery services agreements
During the year, and following a formal review of its operational arrangements, the Company appointed Frostrow Capital LLP effective from 1 July 2025 to become its AIFM and provide company secretarial (previously Apex Fund Administration Services (UK) Limited), administration (previously BNP Paribas S.A.) and investor relations services. The agreements with Frostrow may be terminated on six months' written notice.
The Company is required to appoint a depositary to provide safekeeping and oversight services, and in 2016 the board appointed Citibank Europe plc ("Citibank Europe"). The Depositary Services Agreement (the "Agreement") stipulates that Citibank Europe will receive an annual fee of 3.75bps, charged on
net assets, for Depositary services. The Agreement may be terminated by either party by giving at least 90 days' written notice and in other specified circumstances. Under the Agreement,
Citibank Europe, as Depositary, can be instructed to transfer the Company's assets in connection with the prime brokerage arrangement which is in place with Citigroup Global Markets Limited ("Citigroup").
The Company has a prime brokerage facility with Citigroup and benefits from a flexible borrowing arrangement. Citigroup is also custodian of the Company's assets. As prime broker and custodian, Citigroup is remunerated principally by the rates of
interest charged on the Company's borrowings. The interest rate on borrowings under the Prime Brokerage Agreement depends on the currency of the borrowing but is generally 50 basis points over the applicable benchmark rate. Citigroup introduced a minimum monthly fee for its services, equivalent to $200,000 per annum, effective 1 April 2022. The gearing is not structural in nature and borrowings can be repaid at any time. Citigroup also receives remuneration for stock borrowing and transaction fees on each trade settled. The Prime Brokerage Agreement may be terminated by either party by giving three business days' written notice.
The Company has an agreement with WTax UK Limited ("WTax") for the recovery of reclaimable withholding taxes incurred. WTax charges a fee based on refunds successfully recovered. The agreement may be terminated by either party giving 90 days' written notice.
Notifiable interests in the Company's issued share capital As at 30 September 2025, the Company has been formally notified of the following shareholdings in accordance with DTR 5 (The Disclosure and Guidance Transparency Directive):
Shareholder
Holding
% of voting rights1
J M Finn & Co
5,778,863
5.5
Canaccord Genuity Group Inc.
5,655,765
5.4
Saba Capital Management, L.P.
5,624,217
5.4
Jefferies Financial Group Inc 5,307,168 5.1
1 The percentage stated reflects the percentage of the Company's voting rights held by the shareholder as at 30 September 2025.
Subsequent to the year end, Jefferies Financial Group Inc. notified the Company that on 21 October 2025 it held 2,949,019 voting rights in the Company, representing 3.1% at the time of notification. No other material changes to the above holdings have been notified.
Going concern
The Company has reviewed the guidance issued by the FRC in order to determine whether the going concern basis is
appropriate in preparing the Financial Statements for the year ended 30 September 2025. In doing so, the directors have carefully reviewed the Company's financial resources, its investment policy and the risks associated with its business as an investment trust.
They have noted that the Company's assets are liquid securities traded on recognised stock exchanges and that its revenue income substantially exceeds its expenses which are a small percentage of its net assets. The directors have evaluated scenarios of possible future circumstances including a sharp and prolonged decline in equity markets and concluded that the Company still has ample liquidity throughout the going concern assessment period. They have assessed the liquidity characteristics of the portfolio in view
of the Company's borrowing facility and circumstances which could
The Companyrequire repayment of funds at short notice.
The directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future and has the ability to meet its financial obligations as they fall due for a period of at least twelve months from the date of the approval of this report.
Governance
The directors are also required to assess the prospects of the Company over a longer period than the outlook for the next twelve months on which the going concern assumption is based. This Viability Statement appears on page 19.
Companies Act 2006 disclosure requirements
The rules concerning the appointment and replacement of directors are contained in Sections 154 to 169 of the Act and the Company's articles of association. The rules concerning the amendment of the articles are contained in Section 21 of the Act and provide that a special resolution be passed at a General meeting of the Company. The rules concerning the
Financialspower to issue or buy-back the Company's shares are contained in Sections 549 to 657 and Sections 690 to 708 of the Act, respectively, and within Articles 4 and 43, respectively, of the Company's articles of association.
No agreements exist to which the Company is a party that take effect, are altered or terminated upon a change of control of the Company following a takeover bid; and no agreements exist between the Company and its directors providing for compensation for loss of office that may occur because of a takeover bid.
Greenhouse gas emissions
Company InformationAs an investment company, all the Company's activities are outsourced to third-party service providers and, as such, the Company does not have greenhouse gas emissions to report from its operations and it does not have responsibility for any other emissions-producing entities under the Act (Strategic Report and Directors' Report) Regulations 2013. Further, for the same reason, the Company considers that it is a 'low energy user' under the Streamlined Energy & Carbon Reporting regulations and therefore a disclosure on energy and carbon emissions is not required. The Company has included a statement of how the Investment Manager considers sustainability and ESG matters on pages 8 and 9 titled ESG Evaluation; this page also discusses the portfolio's carbon performance.
Independent Auditor
BDO LLP was appointed as Auditor with effect from the 2021 AGM and re-appointed at the AGM in 2025. Resolutions will be proposed at the forthcoming AGM to re-appoint BDO LLP as independent Auditor and to authorise the directors to determine the Auditor's remuneration for the forthcoming year.
Disclosure of information to Auditor
The directors, as at the date of approval of this annual report and accounts, confirm that:
to the best of their knowledge and belief, there is no relevant audit information of which the Company's Auditor is unaware;
and
each director has taken all steps they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.
Annual General Meeting
The Company's ninth Annual General Meeting ("AGM") will be held on Thursday 5 March 2026 at Barber-Surgeons' Hall, Monkwell Square, Wood St, Barbican, London EC2Y 5BL at 12:30 p.m. and will include a presentation from the Portfolio Manager.
Shareholders who are unable to attend the AGM are encouraged to use their proxy votes.
Details of the business of the AGM are set out in the Notice of Meeting on pages 59 and 60, amongst which the board is seeking shareholders' approval of the following resolutions as set out below and overleaf.
Approval of dividend policy - ordinary resolution Resolution 3, to be proposed as an ordinary resolution, seeks approval of the Company's dividend policy to continue to pay
four quarterly interim dividends on the Company's shares. The Company pays interim dividends on its ordinary shares in order to provide shareholders with regular income. Consequently, it does not pay final dividends, which would otherwise be subject to shareholder approval at the AGM.
Directors' authority to allot shares - ordinary resolution Resolution 10, to be proposed as an ordinary resolution, will authorise the directors to allot unissued shares for general purposes up to a nominal value of £187,769.24 (being 20 per cent. of the issued ordinary share capital of the Company (excluding treasury shares) as at 9 December 2025) or, if changed, the number of ordinary shares which represents 20 per cent. of the issued ordinary share capital (excluding treasury shares) at the date the resolution is passed.
If resolution 10 is passed, the authority shall expire at the conclusion of the AGM of the Company to be held in 2027 unless renewed at a general meeting prior to such time.
Disapplication of pre-emption rights - special resolution Resolution 11, being proposed as a special resolution, will empower the directors to allot equity securities for cash, otherwise than to existing shareholders, on a pro rata basis or in accordance with their rights (i) by way of a rights issue (subject to certain exclusions), (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of ordinary shareholders and (if applicable) holders of other relevant securities of the Company in proportion to their shareholdings (subject to certain exclusions), and (iii) (other than pursuant to (i) and (ii)) up to an aggregate nominal value of £187,769.24 (being
approximately 20 per cent. of the issued ordinary share capital of the Company (excluding treasury shares) as at 9 December 2025) or, if changed, the nominal value which represents 20 per cent. of the issued ordinary share capital at the date the resolution is passed.
Directors' Report
continued
This will provide flexibility to increase the assets of the Company by the issue of new shares for cash should favourable opportunities arise. Any issue of shares would be at prices which are not less than the NAV attributable to those shares at the time of issue.
Under the Act, the Company may hold shares which it buys back into treasury and then sell or transfer them at a later date rather than cancelling them. The Act requires such sales and transfers to be on a pre-emptive, pro rata basis to existing shareholders, unless shareholders agree by special resolution to disapply such pre-emption rights.
Accordingly, for the reason given above, in addition to giving the directors power to allot unissued shares on a non-pre-emptive basis, resolution 11 will, if passed, empower the directors to sell or transfer any shares held in treasury on a non-pre-emptive basis, subject to the overall limit described above; also, the shares would not be transferred or sold at prices below the then prevailing NAV for those shares at the time of transfer or sale.
If granted, the authority shall expire at the conclusion of the AGM of the Company to be held in 2027 unless renewed at a general meeting prior to such time.
Authority to purchase own shares - special resolution
The board recommends the renewal of the Company's existing authority to make market purchases of its shares. Resolution 12, to be proposed as a special resolution, will, if passed, authorise the Company to make market purchases of up to 14,073,305 ordinary shares, which would represent approximately 14.99% of the number of ordinary shares in issue (excluding treasury shares) as at 9 December 2025.
Purchases of shares will be made within guidelines established from time to time by the board, but the board will only exercise the authority if, in its opinion, it would be in the interests of
the Company generally to do so. During the year ended 30 September 2025, 5,275,198 shares, representing 4.8% of the total voting rights at the start of the year, were bought back to treasury at a total cost of £10,541,000.
Under the FCA Listing Rules, the maximum price which may be paid for shares purchased pursuant to the share buy-back authority must not be more than (a) 5% above the average of the market values of the relevant class of shares for the five
business days before any purchase is made and (b) the higher of the price of the last independent trade and the then prevailing highest bid. Any shares so purchased may be cancelled or, if
the directors determine and subject to the provisions of the Act and any applicable regulations of the FCA, be held as treasury shares. Treasury shares are not entitled to voting rights nor any distributions either by way of dividend or on a winding-up.
If granted, the authority will continue in force until the earlier of the conclusion of the AGM of the Company to be held in 2027 or 3 September 2027.
Notice period for general meetings - special resolution The Act, as amended by the Shareholders' Rights Regulations, increased the minimum notice required for General Meetings from 14 days to 21 days unless shareholders authorise shorter
notice. Resolution 13 is proposed as a special resolution to grant the Company the flexibility to call General Meetings, other than AGMs, on not less than 14 clear days' notice. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine as the board recognises that shareholders should have ample time to consider proposals being put to them, and it would only convene a General Meeting on the shorter notice where the business of the meeting was in the interests of shareholders generally and justified the meeting being called on shorter notice. If granted, the approval will be effective until the Company's next AGM when a renewal of the authority will be sought. In order to be able to call a General Meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
Adoption of proposed new articles of association -special resolution
Resolution 14, being proposed as a special resolution, seeks shareholder approval to adopt new Articles of Association (New Articles) in substitution for the Company's current Articles of Association (Existing Articles). The Existing Articles have not been updated since they were adopted on incorporation of
the Company in 2016. The New Articles are proposed with a view of updating the Existing Articles. The principal changes to the Existing Articles are summarised below. As a result of the proposed amendments the numbering of provisions in the New Articles does not always correspond to the Existing Articles.
The changes include:
A new article that permits the change of name of the Company by either a special resolution of the members or by the directors.
Allowing general meetings to be held partly through electronic facilities, to provide more flexibility to align with technological advances and changes in investor sentiment and in line with current market practice. The New Articles provide that for general meetings held at a physical venue, simultaneous attendance and participation will be allowed through electronic means. The ability to do this will make participation at general meetings easier for shareholders. For the avoidance of doubt, the amendments being proposed to the Existing Articles do not permit wholly virtual general meetings and a physical meeting will still be required. The New Articles also contain consequential changes to allow for physical, satellite and electronic participation in meetings so that the Company can continue to operate and comply with its legal and regulatory obligations, including incorporating new terms in the Interpretation section of the New Articles.
Permitting the board to move or postpone a general meeting or change an electronic facility if the board considers that it is impractical, undesirable or unreasonable to hold a general meeting as originally planned in the notice calling the general meeting. The purpose of this article is to afford the Company with greater flexibility to change arrangements.
The CompanyAllowing the board to make such arrangements as it considers to be appropriate for the purpose of ensuring the safety and proper orderly conduct of those attending general meetings and ensuring the security of the meetings. Any person attending or participating electronically in a general meeting will be responsible for maintaining adequate facilities to enable them to do so.
The New Articles address the situation if the Company finds that insufficient directors are appointed or re-appointed
Governance
at each annual general meeting. The Existing Articles already require all directors to retire at each annual general meeting and the New Articles contain changes to allow additional appointments or automatic re-appointment so that the Company can continue to operate, and comply with its legal and regulatory obligations in the event that not
enough directors are able to act because the resolutions for appointment and/or re-appointment put to the annual general meeting have not been passed.
Permitting the Company to pay dividends in a more convenient manner for shareholders. The New Articles reflect guidance published by the Chartered Governance Institute UK & Ireland's Registrars' Group in 2014 by allowing the directors
Financialsto determine how dividends are paid to shareholders, which method shall be the default method for paying dividends and that shareholders may make an election for a distribution channel other than the default. The New Articles will allow the Company flexibility for the payment of dividends by using
different distribution channels, including electronic means, and will permit the board to decide which method is to be used on any particular occasion. This is in line with market practice.
Permitting use of treasury shares for the payment of scrip dividends in addition to new shares.
Company InformationReflecting changes to the Companies Act 2006 that mean a Company is no longer required to prepare a summary financial statement. Instead, if a shareholder agrees not to receive the full annual report and accounts, the Company may provide
a copy of the strategic report together with supplementary materials. However, shareholders can always view the full annual report and accounts on the Company's website or request a hard copy.
Deletion of the article on share warrants since it is unlawful to issue bearer shares following the amendment to the Companies Act 2006 by the Small Business, Enterprise and Employment Act 2015 that prohibited the creation of bearer shares and required existing bearer shares to be converted into registered shares or cancelled.
Simplifying the procedure in relation to untraced shareholders. Rather than requiring the Company to take out two newspaper advertisements, the New Articles require the Company to
use reasonable efforts to trace the shareholder, including, if considered appropriate, the Company engaging a professional asset reunification company or other tracing agent to search for a shareholder who has not kept their shareholder details up to date. The New Articles also provide that the sale proceeds will be forfeited to the Company after a period of two years from sale and the former shareholder will have
no further rights to reclaim the proceeds. There are related changes in respect of unclaimed dividends or other money payable on shares of untraced shareholders which are sold.
Amending the language to generally include clarificatory amendments in other parts of the New Articles. Other such minor, technical and clarifying changes in other parts of the New Articles, as a consequence of the proposed amendments stated above, have not been noted.
A copy of the proposed new Articles of Association, together with a marked-up version detailing all amendments, will be available on the Company's website at https://www.eglplc.com from the date of the Notice of Annual General Meeting until the end of the Annual General Meeting and will be available for inspection at 25 Southampton Buildings, London WC2A 1AL during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the Annual General Meeting and at the place of the Annual General Meeting from 15 minutes prior to its commencement until
its conclusion.
Aggregate cap of fees to be paid to directors -ordinary resolution
Resolution 15, being proposed as an ordinary resolution, seeks shareholder approval to increase the current aggregate annual cap on the fees to be paid to directors, as stated in Article 94 of the Company's new Articles of Association (Article 96 of the
Existing Articles), from £200,000 to £300,000. This will provide the board with flexibility to increase fees paid and provides sufficient headroom going forward.
Recommendation
The directors recommend that shareholders vote in favour of all resolutions being put to the AGM, as they themselves intend to do in respect of their own beneficial shareholdings.
Corporate governance
Information on the corporate governance of the Company is given in the Corporate Governance Statement on pages 28 to 31 which forms part of this Directors' Report.
On behalf of the board
Frostrow Capital LLP
Company Secretary
11 December 2025
Corporate Governance Statement
Chairman's introduction
Corporate governance is the process by which the board looks after the interests of shareholders and seeks to enhance shareholder value. Shareholders delegate authority to the directors to enable them to manage the Company, and hold the directors responsible for the Company's performance.
The board is ultimately responsible for setting the Company's strategy, ensuring itself that this and its culture are aligned, and for monitoring and managing the risks to which the Company is exposed. Good governance means managing the Company's
business well and engaging effectively with shareholders, and the board is committed to doing so and to maintaining high standards of business integrity, transparency and financial reporting.
The Company's sole business is portfolio investment and in common with most investment trust companies it has no executive directors or management, no operating assets and no employees. The Company delegates the management of its day-to-day activities to third-parties which are specialists in their
fields, the most important of which are the Investment Manager, the Administrator and Company Secretary, the Custodian of
the Company's assets and the Depositary. As a result, much of the work of the board is the monitoring and supervision of the services provided to the Company by these third-parties. The division of responsibilities among these independent third-party service providers is also a key element of the system of controls the board uses to check and verify the information provided to it, to protect the Company's assets and to manage the risks to which the Company is exposed.
This statement of corporate governance forms part of the Directors' Report and explains how the board complies with the Company's reporting requirements and how it performs its functions.
Corporate governance compliance statement
The board is committed to high standards of corporate governance. It has considered the principles and provisions of the AIC Code of Corporate Governance published in 2019
(the "AIC Code"), which addresses the principles and provisions set out in the UK Corporate Governance Code (the "UK Code") published in 2018, as they apply to investment trust companies. It considers that reporting against the AIC Code, therefore, provides more appropriate information to the Company's shareholders. The board confirms that the Company has complied with the principles and provisions of the AIC Code,
in so far as they apply to the Company's business, throughout the year under review. In January 2024, the Financial Reporting Council updated the UK Code. The AIC subsequently published an updated AIC Code in August 2024 (the "new AIC Code") to reflect the changes made to the UK Code. The new AIC Code will apply to financial years beginning on or after 1 January 2025, with the exception to Provision 34 which is applicable for accounting periods beginning on or after 1 January 2026. The Company will be reporting against the new AIC Code when it becomes effective.
As all of the Company's day-to-day management and administrative functions are outsourced to third parties, it has no executive Directors, employees or internal operations and therefore has not reported in respect of the following:
the role of the executive directors and senior management;
executive directors' and senior management remuneration;
the workforce; and
the need for an internal audit function.
Copies of the UK Code and AIC Code may be found on the respective organisations' websites: https://www.frc.org.uk and https://www.theaic.co.uk.
The board
The directors collectively have a duty to promote the longterm success of the Company. The board ordinarily comprises four non-executive directors, all of whom are deemed to be independent. In accordance with best practice and AIC Code principles, the independence of the members of the board and its chairman, David Simpson, has been considered as part of the board evaluation process which is discussed on page 29
under Performance evaluation. The board is independent of the Company's Investment Manager and the chairman is deemed to be independent by his fellow independent board members.
The board meets ordinarily at least four times a year to review the Company's investments, performance and other matters of relevance. Between these meetings, the directors are in regular contact with the Investment Manager. The board has a schedule of matters reserved for consideration which include
decisions relating to investment policy and strategy, strategy for distribution and promotion, gearing, the repurchase and issue of shares, the appointment of directors, and the entering into of material contracts. In addition, changes to the Company's capital structure, circulars to shareholders and any significant changes in accounting policies require the prior approval of the board.
There is a clear division of responsibility between the chairman, the directors, the Investment Manager and the third-party service providers, and no one individual has unfettered powers of decision making. The chairman is responsible for leading the board and ensuring its effectiveness in all aspects of its role, promoting a culture of openness and debate by facilitating the effective contribution of directors, and for ensuring the directors receive accurate, timely and clear information. The Investment Manager and the Company Secretary liaise with the chairman prior to each meeting to agree the agenda content and papers to be submitted to the board and committee meetings.
All directors have access to the advice and services of the Company Secretary. The appointment and removal of the Company Secretary is a matter for the whole board. Where necessary, in the furtherance of their duties, directors may seek independent professional advice at the expense of the Company.
Directors' appointment and tenure
The terms and conditions of the directors' appointments are set out in formal letters of appointment, copies of which are available from the registered office of the Company during usual business hours on any weekday. Details of the interests of the directors and their remuneration are given in the Directors' Remuneration Report on pages 32 to 34 and related party disclosures are provided in Note 18 on page 58.
The Company's articles of association require that directors stand
for appointment at the first AGM following their appointment and annually thereafter. In compliance with the AIC Code, which recommends that directors should be submitted for reappointment annually, the directors submit themselves
for annual reappointment. Max King, Susannah Nicklin and Joanna Santinon will therefore stand for reappointment at the forthcoming AGM. Having joined the board on 1 November 2025, David Benda will be standing for appointment at the forthcoming AGM. David Simpson will retire at the conclusion of the forthcoming AGM.
The board has considered the position of each of these directors as part of the evaluation process and believes it is in the Company's best interests for each of them to be proposed for reappointment or appointment at the forthcoming AGM. They have each made a significant commitment of time to the Company and a material contribution to its governance while bringing unique skills and knowledge to the discussions and deliberations of the board. The directors' biographies are shown on page 14 and these summarise their respective business, financial and investment experience.
The board believes it is appropriate for a director to serve up to nine years following their initial election, and it is expected that directors will stand down from the board by the conclusion of the AGM following that period.
The proposal of directors for reappointment or appointment is
reflected in the notice of AGM on page 59.
Performance evaluation
The board formally reviews its performance and the performance of its committees on an annual basis. The annual review took place following the end of the financial year and questionnaires were used to allow directors to assess the performance of
the board, individual directors and the chairman and to make recommendations about how the effectiveness of the board might be improved. The performance of the chairman was reviewed by the other directors and led by Susannah Nicklin. The results of
the review were discussed among the directors and it was agreed that the composition of the board and its committees reflected
a suitable mix of skills and experience and that the board, as a whole, and its committees were functioning effectively.
Conflicts of interest
The board has approved a policy regarding directors' conflicts of interest and a register of potential conflicts of interest has been compiled and approved by the board. The directors have also undertaken to notify the chairman and the Company Secretary
as soon as they become aware of any new actual or potential conflict of interest that would need to be considered and approved by the non-conflicted directors and added to the register. The register is reviewed by the board at each board meeting. The board can impose limits or conditions when giving authorisation if the directors consider this to be appropriate.
The CompanySuccession Planning
Governance
A board succession plan is in place, with the emphasis on maintaining the highest level of skills, knowledge and experience on the board. When recruiting a new director to the board, directors refer to a matrix that sets out the skills and experience and considers the remaining tenure of each of the directors.
This assists in identifying the desired attributes of the new director and ensures that the board continues to be composed of individuals with appropriate and complementary skills and experience and provides continuity.
FinancialsFletcher Jones Ltd was engaged for the recruitment process that resulted in the appointment of David Benda in November 2025. A wide range of candidates with diverse backgrounds, skills and experience were considered. Fletcher Jones Ltd does not provide any other services to the Company and has no other connection with the Company or individual directors.
Induction and professional development
Company InformationThe Company has a full, formal and tailored induction programme for new directors covering all the Company's policies, practices and strategies. A new director is provided with all necessary and relevant information about the Company, meets representatives of the Investment Manager and, where appropriate, the Company's other third-party service providers and is offered any training deemed necessary to fulfil their responsibilities and to familiarise them with all aspects of the business. Throughout their time in office, the directors are continually updated on the Company's business, the regulatory environment in which it operates and other changes affecting the Company by its advisers through written briefings and at board meetings. In addition, the chairman reviews the training and development needs of each director annually, as part of the evaluation process outlined above.
Directors' & officers' liability insurance and indemnity
provisions
It is the Company's policy to maintain directors' and officers' liability insurance at the Company's expense. This was renewed in October 2025.
As permitted by the Company's articles of association, the directors have the benefit of an indemnity, as defined by section 234 of the Companies Act 2006. It is the Company's policy to indemnify its directors in respect of costs or other liabilities which they may incur in connection with any claims made against them relating to their performance as directors or the performance of the Company. These indemnities would
provide additional financial support if the level of cover provided by the directors' and officers' liability insurance maintained by the Company were exhausted. There is no cover against fraudulent or dishonest actions.
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Disclaimer
Ecofin Global Utilities and Infrastructure Trust plc published this content on December 12, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on December 12, 2025 at 07:34 UTC.
