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 | Annual Report and Accounts 2025
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
01
Ecofin Global Utilities and Infrastructure Trust plc
(“EGL” or 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
byinvesting in listed utilities, environmental services and other economic infrastructuresectors
globallywhile 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
mixevolution
• 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
Ecofin Global Utilities and Infrastructure Trust was a finalist
in the Infrastructure category at Investment Week’s 2025
Investment Company of the Year Awards.
Why Now?
• 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 earn
ings
• Valuations relative to broad equity averages
areathistoriclows
• 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
North America
Continental Europe
38.1
42.0
UK
12.4
Rest of the World
7.5
Portfolio
(
% of investments, 30 September 2025)
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202502
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’
ResponsibilitiesStatement
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
0
50
100
150
200
250
300
350
09/2016 09/2017 09/2018 09/2019 09/2020 09/2021 09/2022 09/2023 09/2024 09/2025
from admission to 30 September 2025, rebased to 100 at admission
NAV and share price total returns
Share Price Total Returns
NAV Total Returns
The Company Governance Financials Company Information
Financial Highlights
as at 30 September 2025
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
03
• 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
2.25p per share (9.0p per share per annum). 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.
Summary
As at or year to
30 September
2025
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 share
1
11.3% 12.1%
Revenue return per share 7.45p 7.17p
Dividends paid per share 8.425p 8.10p
Dividend yield
1
3.9% 4.2%
Gearing on net assets
1
10.2% 14.2%
Ongoing charges ratio
1
1.29% 1.39%
Performance for periods to 30 September 2025 (sterling adjusted total returns)
1 year
%
3 years
%
5 years
%
Since
admission
2
%
Since
admission
2
% per annum
NAV per share
1
15.0 32.5 79.7 150.5 10.7
Share price
1
16.6 13.6 66.9 185.0 12.3
Performance comparator indices
3
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
1. Please refer to Alternative Performance Measures on pages 66 and 67.
2. The Company’s shares were listed on the London Stock Exchange on 26 September 2016.
3. 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.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202504
Chairman’s Statement
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
goodperformance.
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 materialdiscount.
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.
• 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. Theseare well ahead of
the infrastructure and utilities indices weuse 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.
David Simpson
Chairman
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
05
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:
https://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
The 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
11 December 2025
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202506
Investment Manager’s Report
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
30September 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%).
Atsub-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
contributedpositively.
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.
• 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
their earnings, almost irrespective of the economic backdrop,
helped by the proportion of their revenues which is fully
contracted or regulated.
Jean-Hugues
deLamaze
Portfolio Manager
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
07
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
digital 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
infrastructure companies with the world now investing almost
twice as much, annually, in clean energy as in fossil fuels
1
. 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.
Jean-Hugues de Lamaze
Portfolio Manager
RWC Asset Management LLP (Redwheel)
11 December 2025
1
Source: IEA – 2024 data.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202508
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 CO
2
emitted per megawatt hour of electricity
generation): electricity generators in the portfolio generally have
CO
2
emissions which are below the average emissions of their
relevant electricity grids and the average of companies included
in the global utilities index.
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
09
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 CO
2
emissions 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 tCO
2
/$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.
As at
30 September 2025
Share of
electricity
generation
from coal
(%)
Share of
electricity
generation
from
renewables
(%)
CO
2
emissions
compared to
relevant
grid
(%)
tCO
2
per $mn
invested
EGL portfolio 7 24 -22 295
MSCI World
Utilities Index 15 18 -12 409
RWC Asset Management LLP (Redwheel)
Investment Manager
11 December 2025
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202510
Xcel Energy
Regulated electric utility and natural
gas delivery company in the US
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.
my.xcelenergy.com
4.0% of portfolio
(2024: 2.9%)
1
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.
www.nationalgrid.com
4.0% of portfolio
(2024: 6.6%)
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.
www.constellation.com
3.7% of portfolio
(2024: 3.7%)
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
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.
www.enav.it
3.6%of portfolio
(2024: 3.4%)
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
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.
www.exeloncorp.com
3.5%of portfolio
(2024: 2.7%)
Ten Largest Holdings
as at 30 September 2025 (% of investments)
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
11
NextEra Energy
Global leader in clean energy
infrastructure
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).
www.nexteraenergy.com
3.5% of portfolio
(2024: 6.3%)
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.
www.vinci.com/en
3.5% of portfolio
(2024: 3.1%)
1
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.
www.eon.com
3.5% of portfolio
(2024: 3.3%)
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.
www.enel.com
3.4% of portfolio
(2024: 3.8%)
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
aims to deliver more than €400mn in efficiencies and synergies per year, which should boost growth
further.
www.veolia.com/en
3.2% of portfolio
(2024: 2.5%)
1
1
Was not a top ten investment as at 30 September 2024.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202512
By country or region
30 September 2025 30 September 2024
Market value
£’000
% of
investments
Market value
£’000
% of
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
£’000
% of
investments
Market value
£’000
% of
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
£’000
% of
investments
Market value
£’000
% of
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 Analysis
as at 30 September 2025
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
13
Portfolio Holdings
as 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
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202514
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
KPMGfor 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.
Directors
15
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Strategic 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
The 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.
Investment 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
itsaffiliates.
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.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202516
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
its investments are denominated and quoted in currencies other
than sterling. Although the Company does not pursue a policy of
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:
% currency exposure As at
30 September 2025
As at
30 September 2024
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
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.
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
30September 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:
Interim dividend
per share
Financial
year Payment date Dividend
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”)
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.
KPIs
As at or year ended
30September 2025
As at or year ended
30September 2024
NAV per share total
return
1
15.0% 25.9%
Share price total return
1
16.6% 24.8%
Share price discount to
NAV per share
1
11.3% 12.1%
Average share price
discount to NAV per
share during the year
1
10.84% 13.3%
Revenue return per share 7.45p 7.17p
Dividends paid per share 8.425p 8.10p
Dividend yield
1
3.9% 4.2%
Dividend cover
2
88.4% 88.5%
Ongoing charges ratio
1
1.29% 1.39%
1. Please refer to Alternative Performance Measures on pages 66 and 67.
2. The dividend cover is the revenue return per share divided by the dividends
paid per share.
Strategic Report
continued
17
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
The 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.
Income 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.
The 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.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202518
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 (“Section1158”).
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 Section1158. 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.
Strategic Report
continued
19
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
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.
Non-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
a 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
As 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 March2029.
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
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202520
(tons of CO
2
emitted 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
representation on UK boards.
Whilst the board does not feel that it is appropriate to use diversity
targets, given its small size, the directors acknowledge that
diversity is important to ensure that the Company can draw on
a broad range of skills, knowledge, experience and perspectives.
The appointment process therefore includes a consideration of
diversity generally, taking into account gender, social and ethnic
backgrounds, cognitive and personal strengths and experience.
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
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
ethnic diversity that shareholders expect.
The FCA UK Listing Rules (“UKLR”) require companies to state
whether they have met certain targets on board diversity; these
are that:
(i) at least 40% of the individuals on its board of directors are
women;
(ii) at least one of the senior positions on its board of directors is
held by a woman; and
(iii) at least one individual on its board of directors is from a
minority ethnic background.
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,
30September 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
of board
members
Percentage
of the
board
Number
of senior
positions on
the board
Men 2 50% 1
1
Women 2 50% 2
2
Not specified/prefer not
to say
– – –
Number
of board
members
Percentage
of the
board
Number
of senior
positions on
the board
White British or other
White (including
minority-white groups)
4 100% 3
1,2
Mixed/Multiple ethnic
groups
– – –
Asian/Asian British – – –
Black/African/ Caribbean/
Black British
– – –
Other ethnic group – – –
Not specified/prefer not
to say
– – –
1. David Simpson in the role of Chairman.
2. Susannah Nicklin and Joanna Santinon in the roles of Senior Independent
Director and audit committee chair respectively.
Strategic Report
continued
21
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
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
Section 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.
The 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,
in 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), Mayand 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
5.3million 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.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202522
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
Strategic Report
continued
23
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
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
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.
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 Section1158
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
financialyear.
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 29August 2025. Subsequent to the year-end, an interim
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).
Year ended
30 September 2025
£’000
Year ended
30 September 2024
£’000
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
Share capital
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.
There 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.
Despite 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
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202524
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 1April2022. 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’ writtennotice.
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 DTR5
(The Disclosure and Guidance Transparency Directive):
Shareholder Holding
% of
voting
rights
1
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 30September 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
require repayment of funds at short notice.
Directors’ Report
continued
25
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
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.
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
power 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
As 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 12:30p.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 ispassed.
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.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202526
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
3September 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
bythedirectors.
• 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.
Directors’ Report
continued
27
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
• Allowing 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
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
to 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.
• Reflecting 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
itsconclusion.
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
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202528
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
itsfunctions.
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
becomeseffective.
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: www.frc.org.uk and
www.theaic.co.uk.
The board
The directors collectively have a duty to promote the long-
term 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.
Corporate Governance Statement
29
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
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 CompanySecretary
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.
Succession Planning
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.
Fletcher 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
The 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
section234 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.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202530
Meetings and committees
To enable the directors to discharge their duties, board
committees, with written terms of reference, have operated
throughout the year under review. The membership of each
committee is detailed below. Attendance at the meetings of
the various committees is restricted to members and those
expressly invited to attend. Frostrow acts as Company Secretary
to eachcommittee.
Copies of the terms of reference of all committees are available
from the Company Secretary at the registered office of the
Company and on the Company’s website, https://www.eglplc.com.
Audit committee
The audit committee comprises Joanna Santinon as chair, David
Benda, Max King, Susannah Nicklin and David Simpson. It is the
responsibility of the audit committee to ensure that the Company
maintains the highest standards of integrity and financial
reporting. As David Simpson is independent and provides
significant input at meetings of the audit committee, the board
considers it desirable for him to be a member of that committee
notwithstanding provision 29 of the AlC Code.
Further information on the audit committee is given in the Report
of the Audit Committee on pages 35 and 36.
Management engagement committee
The independent directors act as the management engagement
committee and review the performance of all third-party service
providers, their terms of appointment and remuneration. The
committee meets at least annually. The committee is chaired
by Susannah Nicklin and conducts a formal evaluation of the
Investment Manager on an annual basis. The evaluation includes
the consideration of the investment strategy and process of the
Investment Manager and its overall service to the Company and
shareholders. As a result of the evaluation process, the board,
having been advised by the management engagement committee,
is satisfied that the continuing appointment of the Investment
Manager is in the interests of shareholders as a whole.
Nomination committee
The board as a whole fulfils the role of nomination committee.
The board is relatively small and comprises only non-executive
directors and therefore a separate committee is not considered
necessary. Further information on the board’s policy on the
appointment of new directors as well as board composition and
tenure is set out on page 29 of the Strategic Report.
Remuneration committee
In accordance with best practice and the AIC Code, the board
has established a remuneration committee which, due to its
small size, comprises the whole of the board. It meets at least
annually to consider directors’ remuneration in future years. The
Directors’ Remuneration Report, including the remuneration
policy report, is set out on pages 32 to 34.
A schedule of directors’ attendance at board and committee
meetings during the year ended 30 September 2025 is shown
below:
Board
Audit
Committee
Management
Engagement
Committee
Remuneration
Committee
Number of
scheduled
Meetings 5 3 1 1
Attended by:
Max King 5 3 1 1
Susannah
Nicklin 5 3 1 1
Joanna
Santinon 5 3 1 1
David Simpson 5 3 1 1
In addition to the above, a number of ad hoc meetings of the
directors were held during the year ended 30 September 2025 to
cover procedural matters and formal approvals.
Delegation of responsibilities
A key element of the system of controls adopted by the board
is the employment of third-parties to provide services to the
Company, and the establishment of clearly defined responsibilities
and reporting procedures both between the board and those
third-parties and amongst the third-parties themselves.
The board has contractually delegated management of the
Company’s investment portfolio to the Investment Manager.
The Investment Manager does not, however, have custody
of the Company’s assets as they are held by Citigroup as the
independent custodian. The day-to-day administration of the
Company and company secretarial services are provided by
Frostrow effective from 1 July 2025, and prior to that provided
by BNP Paribas S.A. and Apex Fund Administration Services (UK)
Limited respectively. Frostrow is also the Company’s AIFM and
investor relations advisor.
Representatives of the Investment Manager attend each board
meeting, enabling the board to assess the Investment Manager’s
performance and to review its investment strategy. Please refer
to the section titled Performance and market risk on page 17
of the Strategic Report which outlines the reporting provided
by the Investment Manager to the board in advance of formal
meetings and on an ad hoc basis. The board does not consider it
necessary to obtain an independent appraisal of the Investment
Manager’s services.
Corporate Governance Statement
continued
31
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Internal controls
The board confirms that there is an ongoing process for
identifying, evaluating and managing those risks that are
significant for the Company. A robust assessment of the principal
and emerging risks faced by the Company as summarised in
the Strategic Report on pages 17 to 19 and in Note 16 to the
Financial Statements has been carried out. This risk management
process reflects the direction provided by the FRC’s Guidance
on Risk Management, Internal Control and Related Financial and
Business Reporting issued in September 2014, and which was in
place during the year ended 30 September 2025 and up to the
date of signing of this annual report and accounts.
The board has ultimate responsibility for the internal controls
adopted by the Company and for reviewing their effectiveness.
The Investment Manager, the Prime Broker and Custodian and
the Administrator each has its own system of internal controls
and prepares reports on its systems which are available to the
board. At least annually, the Prime Broker and Custodian and the
Administrator have their systems of internal controls formally
reviewed by an independent external auditor and these reports
on the effectiveness of their internal controls are provided to
the Investment Manager which reviews them on behalf of the
board and makes them available to the board as required. The
Investment Manager is in regular contact with the Prime Broker
and Custodian and Administrator and reviews their performance
with the board on a regular basis. The Company Secretary would
also report any breaches of law and regulation if they arose.
The system of controls the board has adopted is designed to
manage, rather than to eliminate, the risk that the Company
will be unable to meet its business objectives and can provide
reasonable, but not absolute, assurance against material
misstatement or loss. The board monitored and reviewed the
operation and effectiveness of the Company’s system of internal
controls and risk management during the year under review and
assesses and manages the Company’s key risks on an ongoing
basis. The audit committee has established a framework to
provide it and the board with reasonable assurance as to the
effectiveness of the internal controls operated by third-party
service providers.
The Company does not have a whistleblowing policy in place.
The Company delegates its main functions to the Investment
Manager and third-party service providers who do have such
policies in place and these policies have been reviewed by the
audit committee during the year.
During the review of the system of internal controls, the board
has not identified or been advised of any significant failings or
weaknesses.
Bribery and tax evasion prevention
The provision of bribes of any nature to third-parties, in order
to gain a commercial advantage, and tax evasion are prohibited
by law and are criminal offences. The board has zero tolerance
for bribery and is dedicated to ensuring the Company’s business
is conducted in a fair, honest and open manner. The Company
has adopted an anti-bribery policy and the Company’s service
providers also have anti-bribery policies in place. Further, the
board has zero tolerance for tax evasion and is committed to
compliance with anti-tax evasion legislation including, but not
limited to, the Criminal Finances Act 2017.
Communication with shareholders
The board aims to ensure that shareholders are kept informed of
developments in the Company’s business through its published
interim and annual report and accounts. This information is
supplemented by the publication of monthly newsletters which
are announced to the London Stock Exchange and are available
on the Company’s website.
Communication with shareholders is given a high priority by
the board and on its behalf the Investment Manager maintains
regular contact with shareholders and prospective investors and
makes the board fully aware of their views. The chairman and
directors make themselves available as required to support these
discussions and to address shareholders’ queries.
The board supports the principle that, in usual circumstances,
the AGM be used to communicate with investors, and all
shareholders are encouraged to attend and vote at the meeting.
Directors are available at the AGM to discuss issues affecting the
Company. It is the intention of the board that the annual report
and accounts for the year ended 30 September 2025 and the
Notice of AGM be issued to shareholders so as to provide at
least twenty working days’ notice. Shareholders wishing to lodge
questions in advance of the AGM are invited to do so by writing
to the Company Secretary by email to cosec@frostrow.com
A summary of all proxy voting on all resolutions will be made
available on the Investment Manager’s website following the
meeting.
FCA Disclosure Guidance and Transparency Rules
Other information required to be disclosed pursuant to the FCA
Disclosure Guidance and Transparency Rules can be found in the
Directors’ Report on page 24 and the Directors’ Remuneration
Report on page 34.
For and on behalf of the board
David Simpson
Chairman
11 December 2025
Directors’ Remuneration Report
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202532
Introduction
The board presents the Directors’ Remuneration Report (the
“Remuneration Report”) for the year ended 30 September 2025
which has been prepared in accordance with the requirements of
Schedule 8 of the Large and Medium Sized Companies and Groups
(Accounts and Reports) Regulations 2008 (the “Regulations”), as
amended, by the Act and the relevant FCA Listing Rules.
The Remuneration Report includes a remuneration policy
report which must be approved by a binding shareholder vote
at least every three years, or less if the Company wishes to
change its remuneration policy. The remuneration policy report,
which was approved by shareholders on 5 March 2025 at the
Company’s AGM, is set out below and includes the table entitled
“Component parts of the directors’ remuneration”.
This Remuneration Report also includes an annual report on
remuneration implementation which is put to an advisory
shareholder vote annually.
The Company’s Auditor is required to report on certain
information within this Remuneration Report. Where information
set out below has been audited, it is indicated as such. The
Auditor’s opinion is included within the Independent Auditor’s
Report on page 38.
Remuneration policy report (unaudited)
In accordance with best practice and the AIC Code, the board
has established a separate remuneration committee which meets
at least annually to consider remuneration of directors in future
years. The remuneration committee operates within clearly
defined terms of reference, which are reviewed annually, and is
chaired by Max King with the other members of the committee
comprising the other independent non-executive directors.
The maximum aggregate remuneration of the Company’s
directors is set out in the Company’s articles of association
and currently amounts to £200,000 per annum. Subject to this
limit, the remuneration committee takes a number of factors
into consideration when reviewing the level of directors’ fees.
These include the time spent on the Company’s affairs, the
responsibilities borne by the directors and the rate of inflation
since any previous increase in directors’ pay. The Company’s
policy is that fees payable to directors should be sufficient to
motivate and retain candidates of a high calibre to deliver the
Company’s strategy. The remuneration committee also takes into
account the level of directors’ pay at other investment trusts of
similar size which invest globally, as the Company does, in order
to be able to attract new directors with appropriate experience
and knowledge. The remuneration committee has not used
remuneration advisors during the year under review.
It is the Company’s policy that no director shall be entitled to any
benefits in kind, performance-related pay, share options, medical
or life assurance, pensions or other retirement benefits. No
director has a service contract with the Company or is entitled
to compensation for loss of office. The Company does, however,
reimburse any reasonable travel or similar expenses incurred by
directors in connection with the performance of their duties as
directors. The terms and conditions of appointment of the directors
are set out in a letter of appointment and these are available for
inspection at the registered office of the Company during normal
business hours. A director may resign by providing notice in writing
to the board at any time; there is no fixed notice period.
The chairman’s and non-executive directors’ remuneration is
fixed at annual rates, and there are no other scenarios where
remuneration would vary. Please also refer to “directors’
appointment and tenure” on page 29 in the Corporate
Governance Statement.
Component parts of the directors’ remuneration
Year ended
30 September
2025
Year ended
30 September
2024
Chairman of the board £44,000 £42,500
Chairman of the Audit committee £36,250 £35,000
Non-executive director £31,000 £30,000
1. The Company’s policy is for the chairman of the board and the chairman of
the audit committee to be paid higher fees than other directors to reflect
their more time-consuming roles.
2. Directors’ fees are paid up to the date of termination of their appointment,
with no exit payments or compensation for loss of office payments
applicable.
3. As the Company has no employees, there are no comparisons to be
made between this directors’ remuneration policy and a policy on the
remuneration of employees.
4. Directors are entitled to claim expenses in respect of duties undertaken in
connection with the management of the Company.
5. Fees are paid quarterly in arrears.
6. Fees are reviewed on an annual basis.
Amendment to the Articles
As noted above, the current aggregate annual remuneration
limited within the Articles is £200,000 per annum. A resolution
to increase this limit to £300,000 will be proposed at the
forthcoming AGM. Although there are currently no plans to
increase the size of the board, or to make any significant changes
to the levels of fees paid to the non-executive directors, the
board wish to propose an increase to the fee limit contained in
the Articles of Association to facilitate future succession planning
and to accommodate any unforeseen circumstances, which may
include a sudden requirement to appoint an additional director.
Annual report on remuneration
This report sets out how the directors’ remuneration policy was
implemented during the year ended 30 September 2025.
The remuneration committee reviews the fees paid to directors
on an annual basis. A decision was taken to increase directors’
fees with effect from 1 October 2025 to the following levels:
chairman of the board, £46,000; chair of the audit committee,
£38,000: and non-executive directors, £32,500. The rises given
reflect the increase in the Consumer Prices Index for the financial
year, increments for the chairman of the board and the chair of
the audit committee to reflect increased levels of work, and to
bring pay closer to the median of similar investment trusts.
33
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
None of the fees referred to in the table herein were paid to any
third-party in respect of the services provided by any of the directors.
Annual percentage change in directors’ remuneration (unaudited)
The following table sets out the annual percentage change in
directors’ fees (excluding expenses paid) for each director for the
last four years:
Year to 30 September
Director name 2025 2024 2023 2022
Max King 3.3% 3.5% 10.5% 2.9%
Iain McLaren
1
– -54.8% 12.6% 3.5%
Susannah Nicklin 3.3% 3.5% 10.5% 2.9%
Joanna Santinon
2
5.5% – – –
David Simpson 3.5% 6.3% 13.5% 3.7%
1. Retired 6 March 2024.
2. Appointed 12 September 2023.
Performance (unaudited)
The graph below compares the Company’s NAV and price per
ordinary share, on a total return basis (assuming reinvestment
of dividends), with the performance of an investment in the
MSCI World Utilities Index and the S&P Global Infrastructure
Index, also in sterling terms and assuming reinvestment of
dividends, for the period since admission. These indices are
deemed appropriate given the specialised, global nature of the
Company’s investment remit. The data has been rebased to
100 as at admission on 26 September 2016.
Year ended
30 September 2025
Year ended
30 September 2024
Directors
Fees
£
Taxable
benefits
£
Total
£
Fees
£
Taxable
benefits
£
Total
£
Max King 31,000 – 31,000 30,000 – 30,000
Iain McLaren
1
– – – 15,159 – 15,159
Susannah Nicklin 31,000 – 31,000 30,000 – 30,000
Joanna Santinon
2
36,250 – 36,250 34,366 – 34,366
David Simpson 44,000 – 44,000 42,500 – 42,500
1. Retired 6 March 2024.
2. Appointed 12 September 2023.
Directors are only entitled to fees at such rates as are determined
by the remuneration committee from time to time. No director
is entitled to any other form of monetary payment or any assets
of the Company. Accordingly, the single figure for the total
remuneration of each director set out in the table overleaf does
not include any of these items or their monetary equivalents.
Single figure for total remuneration of each director (audited)
The directors who served during the year under review received
the following emoluments:
0
50
100
150
200
250
300
350
09/2016 09/2017 09/2018 09/2019 09/2020 09/2021 09/2022 09/2023 09/2024 09/2025
from admission to 30 September 2025, rebased to 100 at admission
NAV and share price total returns
S&P Global Infrastructure Index (sterling adjusted)NAV MSCI World Utilities Index (sterling adjusted)Share Price
Directors’ Remuneration Report
continued
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202534
Relative importance of spend on pay (unaudited)
To enable shareholders to assess the relative importance of
spend on directors’ remuneration, the table below shows the
Company’s total income and net return as well as the amount
of the Company’s income spent on directors’ fees and dividends
paid to shareholders.
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Directors’ fees 142 152
Dividends paid to shareholders 9,035 9,144
Total income 12,040 11,775
Net return after tax 32,921 50,278
Directors’ shareholdings and share interests (audited)
Neither the Company’s Articles of Association nor the directors’
letters of appointment require any director to own shares in the
Company. The interests of the directors and their connected
persons in the equity securities of the Company are shown in the
table below:
Ordinary shares
Director
30 September
2025
30 September
2024
Max King 50,000 50,000
Susannah Nicklin 21,484 20,170
Joanna Santinon 20,441 20,441
David Simpson 116,128 88,362
On 23 October 2025 Susannah Nicklin acquired a further 1,250
shares at a price of 237.48p per share.
On 23 October 2025, prior to his appointment as a director,
David Benda acquired 20,891 shares at a price of 239.33p per
share.
In addition to the directors’ shareholdings above, at
30September 2025, employees of the Investment Manager and
related parties owned 262,283 shares, representing 0.3% of
theissued ordinary share capital of the Company (unaudited).
Shareholders’ views (unaudited)
The Company has not received any views from shareholders in
respect of the directors’ remuneration.
At the Company’s last AGM held on 5 March 2025, 20,080,912
(95.38%) of the votes cast were in favour of the resolution to
approve the annual remuneration report, 972,292 (4.62%) of
thevotes cast were against the resolution, and 188,865 votes
were withheld.
Statement of implementation of directors’ remuneration policy
The board does not envisage that there will be any significant
changes to the implementation of the directors’ remuneration
policy during the current financial year compared to how it was
implemented during the year ended 30 September 2025.
Annual statement by the director nominated by the board
The Company is an investment trust which invests globally in
specific industry sectors. The board believes, therefore, that the
remuneration of directors should be sufficient to attract and
retain individuals who are knowledgeable about the investment
trust industry and also may have special knowledge of the
sectors in which the Company invests, the issues it faces in
investing globally, and the risks to which it is exposed.
On behalf of the board, I, as chairman of the remuneration
committee, confirm that this Remuneration Report summarises,
as applicable, for the year ended 30 September 2025:
a) the major decisions on directors’ remuneration;
b) any substantial changes relating to directors’ remuneration
made during the year; and
c) the context in which those changes occurred and decisions
were taken (where appropriate).
Recommendation
The board considers the remuneration resolution to be
proposed at the forthcoming AGM is in the best interests of
shareholders asawhole. Accordingly, the board unanimously
recommends toshareholders that they vote in favour of
resolution 2 in the Noticeof Annual General Meeting, as they
intend to do so in respect of their own beneficial holdings.
For and on behalf of the board
Malcolm King
Chairman of the Remuneration Committee
11 December 2025
35
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Report of the Audit Committee
As chair of the Company’s audit committee, I am pleased
topresent the committee’s report for the year ended
30September 2025.
The role of the committee
The audit committee operates within clearly defined terms of
reference, which are reviewed annually, and provides a forum
through which the Company’s external Auditor reports to the
directors.
The principal tasks of the committee are to consider the
appropriateness of the Company’s accounting policies, to review
the Company’s interim report and annual report and accounts
before recommending them to the board for approval, and
tooversee the external audit process. The committee also
recommends to the board whether the Company’s annual
reportand accounts, taken as a whole, is fair, balanced and
understandable and provides shareholders with the information
they need to assess the Company’s business model, strategy and
position and performance.
With regard to the annual audit, the committee reports on the
effectiveness of the external audit process and on the areas
of audit risk with respect to the Company’s annual report and
accounts it considers to be most significant. The committee also
assesses the adequacy of the internal controls of third-parties
which provide services to the Company.
Composition and meetings of the committee
The committee is chaired by me, Joanna Santinon, and the other
members are David Benda, Max King, Susannah Nicklin and
David Simpson. Aschair of the committee, I have relevant and
recent financial experience as a chartered accountant, and the
other members have spent their careers working for a number
of leading financial institutions. Accordingly, it is considered that
the committee as a whole has competence relevant to the sector.
The board notes that the AIC Code allows for the chairman of
the board to be a member of the audit committee if they were
independent on appointment. The board considers it desirable for
David Simpson to be a member of the committee as he provides
significant input at committee meetings. The committee met
three times during the year under review and intends to continue
to hold three meetings per annum to consider and approve the
Company’s interim and annual results and, dedicate a meeting
specifically to risk considerations. The committee may also meet at
other times during the year as required.
The external Auditor
BDO LLP (“BDO”) was appointed as the Company’s Auditor in
March 2021 as a result of the audit tender undertaken in 2020
with Peter Smith as engagement partner. The Company will pay
fees of £54,500 excluding VAT for the external audit with respect
to the year ended 30 September 2025. There are no contractual
obligations that restrict the Company’s choice of Auditor and
thecommittee, in conjunction with the board, is committed to
reviewing the appointment of the Auditor every year.
The current engagement partner, Peter Smith, has been in
place since the appointment of BDO in 2021. Ethical standards
generally require the rotation of the engagement partner every
five years for a listed company and preparations are being made
for Mr Smith to rotate off the audit of the Company following the
conclusion of the current year’s audit.
The committee reviews the independence of the Auditor and,
inparticular, whether the provision of any non-audit services to
the Company by BDO could compromise BDO’s independence
and objectivity as Auditor. BDO reviews its relationship with the
Company on an annual basis and reports to the board, providing
details of any other relationships it may have with the Investment
Manager. As part of this process, the Company also receives
confirmation from BDO of its independence.
The Company’s policy with respect to appointing its Auditor to
carry out any proposed non-audit service is to allow this where
permitted by regulation, where BDO has a competitive advantage
over alternative suppliers, and where this does not result in levels
of non-audit fees being 70% of the average of the fees paid in the
last three consecutive financial years for the statutory audit on a
rolling basis. No non-audit services were provided during the year.
Effectiveness of audit
The committee reviewed the audit planning and the standing,
skills and experience of the firm and the audit team.
No modifications were required to the external audit approach.
The committee received a presentation of the audit plan from
theexternal auditor prior to commencement of the audit and
apresentation of the results of the audit following completion
ofthe audit.
To further assess the effectiveness of the audit, the committee
held discussions with the Investment Manager which, in turn,
worked closely with the Company’s Administrator and Auditor.
The Auditor attended the committee meeting at which the
annual report and accounts were considered and the committee
had opportunities to discuss the progress of the audit with
the Auditor without either the Investment Manager or the
Administrator being present.
In the course of this evaluation, the audit committee received
management assessments and reports from the Auditor and
reviews annual assessments on BDO from the FRC.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202536
Significant issues considered by the committee with respect to the annual report and accounts
Issue considered How the issue was addressed
Accuracy and integrity of
the Financial Statements
Consideration of draft annual report and accounts and interim report,
including a review of the appropriateness of accounting policies, the
effectiveness of the system of internal controls and regulatory developments
during the year.
Valuation of the investment portfolio,
includingassessmentofshare liquidity
Consideration and review of valuation process and methodology to establish
the existence of portfolio holdings and the accuracy and completeness over
the valuations being recommended for approval to the board. The Investment
Manager reports on the liquidity profile of the Company’s portfolio at least
quarterly in presentations to the board.
Incomplete or inaccurate recognition of
revenues(includingspecial dividends)
Consideration and review of all revenues received compared with forecasts
and of allocation of special dividends between revenue and capital.
Review of internal control system and risks Review of risk map, compliance against the AIC Code, compliance with
Section 1158 Corporation Tax Act 2010 and all policies and procedures in place.
Accounting policies
The management fee and borrowing costs are allocated 60% tothe
capital account and 40% to the revenue account to more accurately
reflect the return from investments over the longer term.
Conclusions with respect to the annual report and
accounts
The production of the Company’s annual report and accounts
isacomplex process and the external audit involves a number
ofparties including the board, the Investment Manager, the
Administrator and Company Secretary and the custodian of
theCompany’s assets, Citigroup.
The committee has reviewed the controls which are in place at
the Investment Manager and other third-party service providers
to ensure the completeness and accuracy of the Company’s
financial records and the security of its assets. The committee
has also noted the reviews that are undertaken at different
stages in the production process by the board, the Investment
Manager, the Administrator and Company Secretary and the
Auditor to ensure consistency and balance in the presentation
ofthe annual report and accounts.
The board has also been made fully aware of any significant
financial reporting issues and judgements made in connection
with the preparation of the Financial Statements.
As a result, the committee has concluded that the annual report
and accounts for the year ended 30 September 2025, taken as
awhole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and strategy.
Thecommittee has reported to the board and the board’s
conclusions areset out in the Management Report and
Directors’Responsibilities Statement on page 37.
Re-appointment of the Auditor
The committee is satisfied as to the independence of BDO
andrecommends its re-appointment at the forthcoming AGM.
Joanna Santinon
Chair of the audit committee
11 December 2025
Report of the Audit Committee
continued
37
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Management Report and
Directors’ Responsibilities Statement
Management report
Listed companies are required by the FCA’s Disclosure Guidance
and Transparency Rules (the “DTRs”) to include a Management
Report in their Financial Statements. This information is included
in the Strategic Report on pages 15 to 22 inclusive (together with
the sections of the annual report and accounts incorporated
by reference) and the Directors’ Report on pages 23 to 27.
Therefore, a separate Management Report has not been
included.
Directors’ responsibilities statement
The directors are responsible for preparing the Strategic Report,
the Directors’ Report and the Financial Statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare Financial
Statements for each financial year. Under that law the directors
have elected to prepare the Financial Statements in accordance
with United Kingdom Accounting Standards, comprising
FRS 102 “The Financial Reporting Standard applicable in the UK
and Republic of Ireland”, and applicable law (United Kingdom
Generally Accepted Accounting Practice (“UK GAAP”)). Under
company law the directors must not approve the Financial
Statements unless they are satisfied that they give a true and
fairview of the state of affairs of the Company and of the profit
orloss of the Company for that period.
In preparing those Financial Statements, the directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements;
• prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
• prepare a directors’ report, a strategic report and directors’
remuneration report which comply with the requirements of
the Companies Act 2006.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the Financial Statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of
theCompany and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The annual report and accounts is published on the Company’s
website at https://www.eglplc.com/corporate-information/
important-documents/ and the directors are responsible for
the maintenance and integrity of the corporate and financial
information about the Company included on this website. The
work carried out by the Auditor does not involve consideration
of the maintenance and integrity of this website and, accordingly,
the Auditor accepts no responsibility forany changes that may
have occurred to the annual report andaccounts since it was
initially presented on the website.
Directors’ confirmation statement
The directors listed on page 14 as the persons responsible within
the Company hereby confirm that, to the best of their knowledge:
a) the Financial Statements within the annual report and
accounts of which this statement forms a part have
been prepared in accordance with applicable accounting
standards and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the
Company; and
b) the Management Report, which comprises the Chairman’s
Statement, Investment Manager’s Report, Strategic
Report (including risk factors) and Note 15 to the Financial
Statements, includes a fair review of the development and
performance of the business and position of the Company,
together with the principal risks and uncertainties that
itfaces.
Having taken advice from the audit committee, the directors
consider that the annual report and accounts taken as a whole is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position
andperformance, business model and strategy.
The directors have reached these conclusions through a process
which is described in the Report of the Audit Committee on page 36.
On behalf of the board
David Simpson
Chairman
11 December 2025
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202538
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state
of the Company’s affairs as at 30 September 2025 and of the
Company’s profit for the year then ended;
• the financial statements have been properly prepared
in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements of Ecofin Global Utilities
and Infrastructure Trust plc (the “Company”) for the year ended
30 September 2025 which comprise the Income Statement, the
Statement of Financial Position, the Statement of Changes in
Equity, the Statement of Cash Flows and Notes to the Financial
Statements, including material accounting policy information.
The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Generally
Accepted Accounting Practice, including the Financial Reporting
Standard applicable in the UK and Republic of Ireland (”FRS 102”),
as applied in accordance with the provisions of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent
with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were
appointed by the Company’s shareholders at the Annual General
Meeting on 9 March 2021 to audit the financial statements for
the year ended 30 September 2021 and subsequent financial
periods. The period of total uninterrupted engagement including
retenders and reappointments is 5 years, covering the years
ended 30 September 2021 to 30 September 2025. We remain
independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard
were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
• Evaluating the appropriateness of the directors’ method
of assessing going concern in light of market volatility by
reviewing the information used by the directors in completing
their assessment.
• We performed our own independent testing on the liquidity
of the portfolio to corroborate that the portfolio is sufficiently
liquid that, if necessary, it could be liquidated in order to meet
the Company’s liabilities as they fall due.
• We evaluated the directors method of assessing going concern
based on our knowledge of the business and the environment
that it operates in.
• We obtained the directors stress-testing scenarios, which
showed future assumed decreases in Revenue and Assets
Under Management of up to 75%, agreed the formulas and
calculations, and considered the appropriateness of the stress-
test scenarios and any mitigating actions of the directors in
light of our knowledge of the business.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement in
the financial statements about whether the directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections
of this report.
Overview
2025 2024
Key audit
matters
• Valuation and ownership of
investments
Materiality Financial statements as a whole
• £2,565,000 (2024: £2,430,000) based on
1% of Net assets (2024: 1% of Net assets)
Independent Auditor’s Report
to the shareholders of Ecofin Global Utilities and Infrastructure Trust plc
39
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, the applicable financial reporting framework
and the Company’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the
financial statements. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to
the financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing
the risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and
ownership of
investments
Note 1 and Note 9
The investment portfolio at the year
end comprised of 100% of listed equity
investments held at fair value through
profit or loss.
The valuation of the investment portfolio
is prepared by the Administrator
separately from the Investment
Manager, who are remunerated based
on the net assets of the Company.
Since all the investments are Level 1
quoted investments we do not consider
this to be a highly subjective area.
Notwithstanding, there is a risk of
misstatement in the investment
valuations.
As investments make up the majority
of the balance sheet, it is necessary
to ensure that the company has
appropriate confirmation of title over
investments.
We responded to this matter by testing the valuation and
ownership of the whole portfolio of quoted investments. We
performed the following procedures:
• Confirmed the year-end bid price was used by agreeing to
externally quoted prices;
• Assessed if there were contra indicators, such as liquidity
considerations, to suggest bid price was not the most
appropriate indication of fair value by considering the realisation
period for individual holdings;
• Recalculated the valuation by multiplying the number of shares
held per the statement obtained from the custodian by the
valuation per share; and
• Obtained direct confirmation of the number of shares held per
equity investment from the custodian regarding all investments
held at the balance sheet date.
Key observations:
Based on our procedures performed we did not identify any
matters to suggest that the valuation and ownership of quoted
investments was not appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will
not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202540
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Company financial statements
2025 2024
Materiality £2,565,000 £2,430,000
Basis for determining
materiality
1% of net assets
Rationale for the
benchmarkapplied
As an investment trust, the net asset value is the key measure of performance for users of the
financial statements.
Performance materiality £1,923,750 £1,822,500
Basis for determining
performance materiality
75% of materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality applied was set after having considered a number
of factors including the brought forward uncorrected misstatements, known or expected
misstatements for the current year, prior year corrected misstatements and the number of
areas of the financial statements subject to estimation uncertainty.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the
document entitled ‘Annual Report and Accounts’ other than
the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the directors’ statement
in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
Going
concern and
longer-term
viability
• The directors’ statement with regards
to the appropriateness of adopting the
going concern basis of accounting and any
material uncertainties identified set out on
pages 24 and 25;
• The directors’ explanation as to their
assessment of the Company’s prospects,
the period this assessment covers and
why the period is appropriate set out on
page19; and
• The directors’ statement on whether
they have a reasonable expectation that
the Company will be able to continue in
operation and meet its liabilities set out on
page 19.
Other Code
provisions
• Directors’ statement on fair, balanced and
understandable set out on page 37;
• Board’s confirmation that it has carried out
a robust assessment of the emerging and
principal risks set out on page 17;
• The section of the annual report that
describes the review of effectiveness of risk
management and internal control systems
set out on page 31; and
• The section describing the role of the audit
committee set out on page 35.
Independent Auditor’s Report
to the shareholders of Ecofin Global Utilities and Infrastructure Trust plc
continued
41
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic Report
and Directors’
Report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate
Governance
Statement
In our opinion, based on the work undertaken in the course of the audit the information about internal
control and risk management systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency
Rules sourcebook made by the Financial Conduct Authority (the “FCA Rules”), is consistent with the financial
statements and has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course
of the audit, we have not identified material misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit information about the Company’s
corporate governance code and practices and about its administrative, management and supervisory bodies
and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate governance statement has
not been prepared by the Company.
Matters on which
we are required
to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the Company financial statements and the part of the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202542
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities
Statement, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financialstatements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which
it operates;
• Discussion with management and those charged with
governance and Audit Committee; and
• Obtaining and understanding of the Company’s policies and
procedures regarding compliance with laws and regulations,
we considered the significant laws and regulations to be
Companies Act 2006, the FCA listing and DTR rules, the principles
of the AIC Code of Corporate Governance, industry practice
represented by the AIC SORP, the applicable accounting
framework, and the Company’s qualification as an Investment
Trust under UK tax legislation as any non-compliance of this
would lead to the Company losing various deductions and
exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying
supporting documentation;
• Enquiries of management and those charged with governance
relating to the existence of any non-compliance with laws
andregulations;
• Reviewing minutes of meeting of those charged with
governance throughout the period for instances of non-
compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment Trust
compliance to check that the Company was meeting its
requirements to retain its Investment Trust Status.
Fraud
We assessed the susceptibility of the financial statement to
material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with governance
regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies and
procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related
tofraud.
• Review of minutes of meeting of those charged with governance
for any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements.
Based on our risk assessment, we considered the area most
susceptible to be management override of controls.
Our procedures in respect of the above included:
• Performing a review of estimates and judgements applied
by management in the financial statements to assess their
appropriateness and the existence of any systematic bias;
• Considering the opportunity and incentive to manipulate
accounting entries and target tested relevant adjustments
made in the period end financial reporting process;
• Reviewing for significant transactions outside the normal
course of business; and
• Performing a review of unadjusted audit differences, if any, for
indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and
capabilities and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
Independent Auditor’s Report
to the shareholders of Ecofin Global Utilities and Infrastructure Trust plc
continued
43
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for
example, forgery, misrepresentations or through collusion. There
are inherent limitations in the audit procedures performed and
the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s shareholders, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Company’s shareholders those matters we are
required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and
the Company’s shareholders as a body, for our audit work, for
this report, or for the opinions we have formed.
Peter Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
11 December 2025
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202544
Income Statement
Year ended 30 September 2025 Year ended 30 September 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments held at fair
value through profit or loss 9 – 27,503 27,503 – 42,729 42,729
Foreign currency translation
(losses)/gains – (522) (522) – 1,544 1,544
Investment income 2 12,040 – 12,040 11,775 – 11,775
Investment management fees 3 (840) (1,259) (2,099) (886) (1,329) (2,215)
Administrative expenses 4 (984) – (984) (858) – (858)
Net return before finance costs
and taxation 10,215 25,723 35,938 10,031 42,944 52,975
Finance costs 5 (505) (757) (1,262) (507) (760) (1,267)
Net return before taxation 9,711 24,965 34,676 9,524 42,184 51,708
Taxation 7 (1,755) – (1,755) (1,430) – (1,430)
Net return after taxation 7,956 24,965 32,921 8,094 42,184 50,278
Return per ordinary share (pence) 8 7.45 23.37 30.82 7.17 37.39 44.56
The total column of the Income Statement is the profit and loss account of the Company.
The revenue and capital columns are supplementary to this and are published under guidance from the AIC.
All revenue and capital returns in the above statement derive from continuing operations. No operations were acquired or
discontinued during the year ended 30 September 2025 or 30 September 2024.
The Company has no other comprehensive income and therefore the net return on ordinary activities after taxation is also the total
comprehensive income for the current year and prior year.
The accompanying notes are an integral part of the Financial Statements.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
45
The Company Governance Financials Company Information
Statement of Financial Position
Notes
As at
30 September
2025
£’000
As at
30 September
2024
(restated)
1
£’000
Non-current assets
Investments at fair value through profit or loss 9 280,788 276,910
280,788 276,910
Current assets
Debtors 10 2,513 1,909
Cash at bank – –
2,513 1,909
Creditors: amounts falling due within one year
Prime brokerage borrowings (25,538) (34,569)
Other creditors 11 (1,187) (1,019)
(26,725) (35,588)
Net current liabilities (24,212) (33,679)
Net assets 256,576 243,231
Share capital and reserves
Called-up share capital 12 1,149 1,149
Share premium account 50,548 50,548
Capital redemption reserve 16 16
Special reserve 91,837 103,457
Capital reserve 13 113,026 88,061
Revenue reserve – –
Total shareholders’ funds 256,576 243,231
Net asset value per ordinary share (pence) 14 245.65 221.68
1. Certain balances in the “share capital and reserves” section of the prior year comparatives have been restated. Please refer to Note 1(l) for details.
The Financial Statements were approved by the board of directors and authorised for issue on 11 December 2025 and were signed
on its behalf by:
David Simpson
Chairman
The accompanying notes are an integral part of the Financial Statements.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202546
Statement of Changes in Equity
Year ended 30 September 2025
Notes
Share
capital
2
£’000
Share
premium
account
£’000
Capital
redemption
reserve
2
£’000
Special
reserve
1
£’000
Capital
reserve
1
£’000
Revenue
reserve
1
£’000
Total
£’000
Balance at 1 October 2024 1,149 50,548 16 103,457 88,061 – 243,231
Return after taxation – – – – 24,965 7,956 32,921
Buyback of ordinary shares
into treasury 12 – – – (10,541) – – (10,541)
Dividends paid 6 – – – (1,079) – (7,956) (9,035)
Balance at 30 September
2025 1,149 50,548 16 91,837 113,026 – 256,576
Year ended 30 September 2024 (restated)
2
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
2
£’000
Special
reserve
1
£’000
Capital
reserve
1
£’000
Revenue
reserve
1
£’000
Total
£’000
Balance at 1 October 2023
2
1,154 50,548 11 114,387 45,877 – 211,977
Return after taxation – – – – 42,184 8,094 50,278
Buyback of ordinary shares
for cancellation (5) – 5 (922) – – (922)
Buyback of ordinary shares
into treasury 12 – – – (8,958) – – (8,958)
Dividends paid 6 – – – (1,050) – (8,094) (9,144)
Balance at 30 September
2024 1,149 50,548 16 103,457 88,061 – 243,231
1. These reserves are available for distribution. As the Company’s investments are highly liquid, the cumulative unrealised gains from fair value movement
amounting to £50,110,000 (2024: £35,108,000) is considered readily realisable and therefore distributable.
2. Certain balances in the “share capital and reserves” section of the prior year comparatives have been restated. Please refer to Note 1(l) for details.
The accompanying notes are an integral part of the Financial Statements.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
47
The Company Governance Financials Company Information
Statement of Cash Flows
Notes
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Net return before finance costs and taxation 35,938 52,975
Increase/(decrease) in accrued expenses 60 (16)
Overseas withholding tax suffered (1,845) (1,576)
Dividend income (12,035) (11,759)
Realised losses/(gains) on foreign currencies 521 (1,544)
Dividends received 11,990 11,558
Interest paid on prime brokerage borrowings (1,262) (1,267)
Gains on investments (27,503) (42,729)
Net cash inflow from operating activities 5,864 5,642
Investing activities
Purchases of investments (69,806) (75,162)
Sales of investments 92,961 72,505
Net cash inflow/(outflow) from investing activities 23,155 (2,657)
Financing activities
Prime brokerage borrowings (repaid)/drawn (9,031) 14,567
Dividends paid 6 (9,035) (9,144)
Buyback of ordinary shares (10,432) (9,880)
Net cash outflow from financing activities (28,498) (4,457)
Increase/(decrease) in cash 521 (1,472)
Analysis of changes in cash during the year
Opening balance – –
Foreign exchange movement (521) 1,472
Increase/(decrease) in cash as above 521 (1,472)
Closing balance – –
The accompanying notes are an integral part of these Financial Statements.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202548
1. Accounting policies
(a) Basis of preparation
The Financial Statements have been prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted
Accounting Practice (“UK GAAP”), including the Financial Reporting Standard applicable in the U.K. and Republic of Ireland (“FRS 102”)
and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’
issued in July 2022. The Financial Statements are prepared in Sterling which is the functional currency of the Company and rounded
to the nearest £’000. They have also been prepared on a going concern basis and approval as an investment trust has been granted
byHMRC.
The Company’s assets consist substantially of equity shares in companies listed on recognised stock exchanges and in most
circumstances are realisable within a short timescale. The board has set limits for borrowing and regularly reviews actual exposures
and cash flow projections. The Company has prime broker borrowings to draw upon, and these borrowings are repayable on
demand.
Having taken these factors into account and having assessed the principal risks and other matters set out in the Viability Statement on
page 19, the directors believe that, after making enquiries, 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 approval of this Report. Accordingly, they continue to adopt the going concern basis of accounting in preparing the
financial statements.
Further detail is included in the Directors’ Report (unaudited) on pages 24 and 25.
Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with UK GAAP requires the use of certain critical accounting estimates which
requires management to exercise its judgement in the process of applying the accounting policies. The directors do not believe
that any accounting judgements or estimates have been applied to these financial statements that have a significant risk of causing
material adjustment to the carrying amount of assets and liabilities within the next financial year.
(b) Income
Income from investments, including taxes deducted at source, is included in revenue by reference to the date on which the
investment is quoted ex-dividend. Special dividends are credited to capital or revenue, according to the circumstances. The fixed
returns on debt securities are recognised on a time apportionment basis so as to reflect the effective yield on the debt securities.
Interest receivable from cash and short-term deposits is treated on an accruals basis.
(c) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to the revenue account except where they directly relate to
the acquisition or disposal of an investment, in which case they are charged to the capital account; in addition, expenses are charged to
the capital account where a connection with the maintenance or enhancement of the value of the investments can be demonstrated.
Inthis respect the management fee and finance costs have been allocated 60% to the capital account and 40% to the revenue account.
(d) Taxation
The charge for taxation is based on the profit for the year to date and takes into account, if applicable, taxation deferred because
of timing differences between the treatment of certain items for taxation and accounting purposes. Deferred taxation is provided
using the liability method on all timing differences, calculated at the rate at which it is anticipated the timing differences will reverse.
Deferred tax assets are recognised only when, on the basis of available evidence, it is more likely than not that there will be taxable
profits in future against which the deferred tax asset can be offset.
Due to the Company’s status as an investment trust company and the intention to continue meeting the conditions required to
obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the
revaluation or disposal of investments.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue within the on the same
basis as the particular item to which it relates using the Company’s effective rate of tax for the year, based on the marginal basis.
Notes to the Financial Statements
For the year ended 30 September 2025
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
49
The Company Governance Financials Company Information
(e) Valuation of investments
For the purposes of preparing the Financial Statements, the Company has applied Sections 11 and 12 of FRS 102 in respect of
financial instruments. All investments are measured initially and subsequently at fair value and transaction costs are expensed
immediately. Investment transactions are accounted for on a trade date basis. The fair value of the financial instruments in the
Statement of Financial Position is based on their quoted bid price at the reporting date, without deduction of the estimated future
selling costs. Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are
recognised under capital in the Income Statement as “Gains on investments held at fair value through profit or loss”. Also included
within this caption are transaction costs in relation to the purchase or sale of investments, including the difference between the
purchase price of an investment and its bid price at the date of purchase.
(f) Cash at bank
Cash comprises cash at bank and demand deposits and carried at amortised cost.
(g) Borrowings
Short-term borrowings, which comprise of prime brokerage borrowings, are recognised initially at the fair value of the consideration
received, net of any issue expenses, and subsequently at amortised cost using the effective interest method. The finance costs, being
the difference between the net proceeds of borrowings and the total amount of payments required to be made in respect of those
borrowings, accrue evenly over the life of the borrowings and are allocated 60% to revenue and 40% to capital.
(h) Segmental reporting
The directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business.
Consequently, no business segmental analysis is provided.
(i) Nature and purpose of reserves
Share premium account
The balance classified as share premium includes the premium above nominal value received by the Company on issuing shares net
of issue costs.
Capital redemption reserve
Capital redemption reserve arises from the buy back and cancellation of ordinary shares.
Special reserve
The special reserve arose following court approval in November 2016 to transfer the £123,609,000 from the share premium account.
This reserve is distributable and may be used, where the board considers it appropriate, by the Company for the purposes of paying
dividends to shareholders and, in particular, augmenting or smoothing payments of dividends to shareholders. The special reserve
can also be used to fund the cost of share buybacks.
Capital reserve
Gains and losses on disposal of investments and changes in fair values of investments are transferred to the capital account. Foreign
exchange differences of a capital nature are also transferred to the capital account. The capital element of the management fee and
relevant finance costs are charged to this account. Any associated tax relief is also credited to this account.
Revenue reserve
This reserve reflects all income and costs which are recognised in the revenue column of the Income Statement.
The Company’s special reserve, capital reserve and revenue reserve may be distributed by way of dividend.
(j) Foreign currency
Monetary assets and liabilities and non-monetary assets held at fair value in foreign currencies are translated into Sterling at the rates
of exchange ruling at the Statement of Financial Position date. Transactions involving foreign currencies are converted at the rate
ruling on the date of the transaction. Gains and losses on the translation of foreign currencies are recognised in the revenue or capital
account of the Income Statement depending on the nature of the underlying item.
(k) Dividends payable
Dividends are recognised in the period in which they are paid.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202550
Notes to the Financial Statements
For the year ended 30 September 2025
continued
1. Accounting policies (continued)
(l) Restatement of prior period balances
Following the publication of the annual financial statements for the year ended 30 September 2024 an error was identified whereby
all the buybacks undertaken during the financial year had all been treated as for cancellation. The accounts have been restated to
reflect that 5,199,099 shares were bought back and held in treasury. This impacts the values recorded on the Statement of Financial
Position, Statement of Changes in Equity and Note 12. The errors were corrected by way of reclassifying opening balances between
called-up share capital, capital redemption reserve and special reserve for 2024 and 2025, and had no impact on the total NAV, NAV
or net returns per share, or the Company’s total distributable reserve balance.
As
Previously
Reported
£’000
As
Restated
£’000
Impact
on line
£’000
Share capital and reserves
Called-up share capital 1,097 1,149 52
Share premium account 50,548 50,548 –
Capital redemption reserve – 16 16
Special reserve 103,525 103,457 (68)
Capital reserve 88,061 88,061 –
Revenue reserve – – –
Total shareholders' funds 243,231 243,231 –
(m) Significant Judgements and Critical Sources of Estimation Uncertainties
There were no significant judgements or critical estimates, which may have a material impact on the Company’s reported NAV or total
return during the financial year ended 30 September 2025 (2024: none).
2. Income
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Income from investments (revenue account)
UK dividends 1,632 1,550
Overseas dividends 10,285 9,933
Stock dividends 118 276
12,035 11,759
Other income (revenue account)
Bank interest 5 16
Total income 12,040 11,775
During the period to 30 September 2025 the Company received no special dividends (2024: £3,000, all of which was recognised as
revenue and is included in the revenue column of the Income Statement).
3. Investment management fee
Year ended 30 September 2025 Year ended 30 September 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 840 1,259 2,099 886 1,329 2,215
The management fee was calculated at 0.90% per annum of the Company’s NAV on the first £200 million and 0.75% on NAV exceeding
£200 million up to and including £400 million plus 0.60% on NAV exceeding £400 million, payable quarterly in arrears (2024: 1.00%
per annum of the Company’s NAV on the first £200 million and 0.75% per annum of NAV thereafter, payable quarterly in arrears).
The management fee is chargeable 40% to revenue and 60% to capital (2024: 40% to revenue and 60% to capital). During the year
£2,099,000 (2024: £2,215,000) of investment management fees were earned by the Investment Manager, RWC Asset Management LLP,
with a balance of £556,000 (2024: £586,000) being payable at the year-end.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
51
The Company Governance Financials Company Information
4. Administrative expenses
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Administration and Company secretarial fees 287 286
Directors’ remuneration 142 152
Employer’s National Insurance contributions 9 10
Auditor’s remuneration:
– fees payable to the Company’s auditor for the audit of the Company’s annual accounts 65 60
Printing and postage fees 23 29
Directors’ liability insurance 9 9
Custody and depositary fees 108 103
Regulatory fees 51 42
Registrar’s fees 38 25
Legal and advisory fees 211 120
Other expenses 41 22
984 858
All of the expenses above include irrecoverable VAT where applicable. For the Auditor’s remuneration for the statutory audit,
irrecoverable VAT amounted to £11,000 (2024: £10,000).
Advisory and legal fees include fees in respect of sponsored research, PR and other marketing resources, any legal fees and accrued
expenses relating to the recovery of excess taxes withheld on foreign dividends.
5. Finance costs
Year ended 30 September 2025 Year ended 30 September 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Prime brokerage borrowings – interest 505 757 1,262 507 760 1,267
The management fee and finance costs are charged 40% to revenue and 60% to capital (2024: 40% to revenue and 60% to capital).
6. Dividends on ordinary shares
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Fourth interim of 2024 of 2.05p (paid 29 November 2024) 2,245 –
First interim of 2025 of 2.125p (paid 3 March 2025) 2,292 –
Second interim of 2025 of 2.125p (paid 30 May 2025) 2,263 –
Third interim of 2025 of 2.125p (paid 29 August 2025) 2,235 –
Fourth interim of 2023 of 1.95p (paid 30 November 2023) – 2,247
First interim of 2024 of 2.05p (paid 29 February 2024) – 2,356
Second interim of 2024 of 2.05p (paid 31 May 2024) – 2,281
Third interim of 2024 of 2.05p (paid 30 August 2024) – 2,260
9,035 9,144
The proposed fourth interim dividend for 2025 has not been included as a liability in these Financial Statements as it was not payable
until after the reporting date.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202552
Notes to the Financial Statements
For the year ended 30 September 2025
continued
6. Dividends on ordinary shares (continued)
The revenue earning available for distribution by way of dividend for the year was £7,956,000 (2024: £8,094,000).
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Proposed fourth interim dividend of 2025 2.125p (2024: 2.05p) 1,996 2,245
1,996 2,245
The amount reflected above for the cost of the proposed fourth interim dividend of 2025 is based on 93,949,624 ordinary shares,
being the number of ordinary shares in issue on the record date 31 October 2025, ex-dividend date 30 October 2025.
7. Taxation
(a) Analysis of charge for the period
Year ended 30 September 2025 Year ended 30 September 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Corporation tax – – – – – –
Overseas withholding tax 1,755 – 1,755 1,430 – 1,430
Total tax charge for the period 1,755 – 1,755 1,430 – 1,430
(b) Factors affecting the tax charge for the period
The tax assessed for the year is lower than the rate of corporation tax rate of 25% (2024: effective rate of 25%). The differences are
explained as follows:
Year ended 30 September 2025 Year ended 30 September 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return on ordinary activities before
taxation 9,711 24,965 34,676 9,524 42,184 51,708
Net return multiplied by the rate of
corporation tax of 25% (2024: effective rate
of 25%) 2,428 6,241 8,669 2,381 10,546 12,927
Effects of:
Non-taxable dividend income (2,774) – (2,774) (2,682) – (2,682)
Non-taxable capital gains – (6,746) (6,746) – (11,068) (11,068)
Movement in unutilised expenses 346 505 851 301 522 823
Overseas withholding tax 1,755 – 1,755 1,430 – 1,430
Total tax charge 1,755 – 1,755 1,430 – 1,430
(c) Factors that may affect future tax charges
No provision for deferred tax has been made in the accounting year. The Company has not provided for deferred tax on capital gains
or losses arising on the revaluation or disposal of investments as it is exempt from tax on these items because of its status as an
investment trust company.
At the year-end, the Company has, for taxation purposes only, accumulated unrelieved management expenses and loan relationship
deficits of £20,946,000 (2024: £17,547,000). A deferred tax asset in respect of this has not been recognised and these expenses
will only be utilised if the Company has profits chargeable to corporation tax in the future. It is considered too uncertain that the
Company will generate such profits and therefore no deferred tax asset has been recognised.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
53
The Company Governance Financials Company Information
8. Return per ordinary share
Year ended 30 September 2025 Year ended 30 September 2024
£’000 p £’000 p
Returns are based on the following figures:
Revenue return 7,956 7.45 8,094 7.17
Capital return 24,965 23.37 42,184 37.39
Total return 32,921 30.82 50,278 44.56
Weighted average number of ordinary shares in issue 106,817,068 112,827,903
There were no dilutive instruments issued by the Company for the years ended 30 September 2025 and 30 September 2024.
9. Investments
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Held at fair value through profit or loss:
Opening book cost 241,802 228,738
Opening investment holding gains/(losses) 35,108 (1,225)
Opening fair value 276,910 227,513
Analysis of transactions made during the year
Purchases at cost 69,924 72,667
Sales proceeds (93,549) (65,999)
Gains on investments 27,503 42,729
Closing fair value 280,788 276,910
Closing book cost 230,678 241,802
Closing investment gains 50,110 35,108
Closing fair value 280,788 276,910
The Company sold £93,549,000 (2024: £65,999,000) of investments during the year. The book cost of these investments when they
were purchased was £81,048,000 (2024: £59,603,000). These investments have been revalued over time and until they were sold any
unrealised gains/losses were included in the fair value of the investments.
Transaction costs
During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These
have been expensed through capital and are included within gains on investments in the Income Statement. The total costs were as
follows:
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Purchases 96 146
Sales 20 27
116 173
10. Other debtors and receivables
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Amounts due from brokers 588 –
Taxation recoverable 1,337 1,262
Prepayments and accrued income 588 647
2,513 1,909
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202554
Notes to the Financial Statements
For the year ended 30 September 2025
continued
11. Creditors: amounts falling due within one year
Year ended
30 September
2025
£’000
Year ended
30 September
2024
£’000
Amounts payable in relation to buyback of shares 109 –
Investment management fees 556 586
Other creditors 522 433
1,187 1,019
12. Ordinary share capital
As at 30 September 2025 As at 30 September 2024
(restated)
Number of
shares £’000
Number of
shares £’000
Ordinary share of 1p each
Ordinary shares in issue at beginning of year 109,721,598 1,097 115,495,663 1,154
Buyback of shares for cancellation – – (574,966) (5)
Buyback of shares into treasury (5,275,198) (53) (5,199,099) (52)
Ordinary shares in issue at end of year 104,446,400 1,044 109,721,598 1,097
Treasury shares (ordinary shares of 1p each)
Treasury shares in issue at beginning of year 5,199,099 52 – –
Buyback of shares into treasury during the year 5,275,198 53 5,199,099 52
Treasury shares in issue at end of year 10,474,297 105 5,199,099 52
Total ordinary shares in issue and in treasury at end of year 114,920,697 1,149 114,920,697 1,149
During the years to 30 September 2025 and 30 September 2024, the Company issued no new ordinary shares and no ordinary
shares were sold from Treasury.
At 30 September 2025 there were 114,920,697 (2024: 114,920,697) ordinary shares of 1p each in issue of which 10,474,297 held in
treasury (2024: 5,199,099). Shares held in treasury carry no voting rights.
During the year ended 30 September 2025, 5,275,198 shares were bought back to treasury at a total cost of £10,541,000 (2024:
574,966 shares bought back for cancellation and 5,199,099 bought back to treasury at a total cost of £9,880,000).
13. Capital reserve
As at
30 September
2025
£’000
As at
30 September
2024
£’000
At 30 September 88,061 45,877
Movement in investment holdings gains 15,002 36,333
Gains on realisation of investments at fair value 12,501 6,396
Foreign exchange (losses)/gains (522) 1,544
Investment management fees (1,259) (1,329)
Finance costs (757) (760)
At 30 September 113,026 88,061
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
55
The Company Governance Financials Company Information
14. NAV per ordinary share
The NAV attributable to the ordinary shares and the NAV per ordinary share at the year-end were as follows:
As at
30 September
2025
As at
30 September
2024
Net asset value attributable (£’000) 256,576 243,231
Number of ordinary shares in issue (Note 12) 104,446,400 109,721,598
Net asset value per share (p) 245.65 221.68
15. Financial instruments and capital disclosures
Risk management policies and procedures
The investment objectives of the Company are to achieve a high, secure dividend yield on its investment portfolio and to realise
long-term growth in the capital value of the portfolio for the benefit of shareholders, while taking care to preserve shareholders’ capital.
The Company’s financial instruments comprise:
• equity shares held in accordance with the Company’s investment objective and policies;
• fixed interest securities, cash and liquid resources as well as short-term receivables and payables that arise from its operations; and
• borrowings in various currencies to finance operations.
The Company may enter into derivative contracts in order to manage the risks arising from its investment activities. As at the year-end
there were no derivative contracts outstanding (2024: nil).
The board sets out its investment policies, including its policies on gearing and diversification, in the Strategic Report beginning
on page 15. The board and the Company’s Investment Manager consider and review the financial risks inherent in managing the
Company’s assets and these are detailed below.
Market price risk
The Company’s investment portfolio is subject to fluctuations, volatility and the vagaries of market prices. The directors seek to
mitigate this risk by ensuring proper controls exist through the IMA for maintaining a diversified portfolio of securities and ensuring
that there are balances within the portfolio by geography, sub-sector and types of instrument. If the fair value of the Company’s
investments at year-end (see portfolio holdings on page 13) had increased or decreased by 10% then it would have had an effect on
the Group’s capital return and equity equal to £28,079,000 (2024: £27,691,000).
Foreign currency risk
The value of the Company’s assets and the total return earned by the Company’s shareholders can be significantly affected by foreign
exchange movements as most of the Company’s assets are denominated in currencies other than Sterling, the currency in which the
Company’s accounts are prepared. It is not the Company’s policy to try to minimise or eliminate foreign exchange risk; over the long-
term this could restrict the investment returns potentially available to Sterling-based investors in international securities. There is a
risk for the NAV and shareholders, therefore, if Sterling appreciates significantly against foreign currencies. This risk is partially offset
by the Company’s borrowings in currencies other than Sterling.
As at 30 September 2025
Investments
£’000
Net monetary
assets/
(liabilities)
£’000
Total currency
exposure
£’000
Australian dollar 5,854 (48) 5,806
Canadian dollar 7,617 79 7,696
Chinese Yuan 10,599 75 10,674
Euro 94,728 (5,788) 88,940
Hong Kong dollar 4,452 (1,125) 3,327
Sterling 34,682 (3,773) 30,909
Swiss Franc 12,621 (946) 11,675
US dollar 110,236 (12,686) 97,550
Total 280,788 (24,212) 256,576
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202556
Notes to the Financial Statements
For the year ended 30 September 2025
continued
15. Financial instruments and capital disclosures (continued)
As at 30 September 2024
Investments
£’000
Net monetary
assets/
(liabilities)
£’000
Total currency
exposure
£’000
Australian dollar 6,137 (448) 5,689
Canadian dollar – 93 93
Chinese Yuan – 46 46
Euro 89,178 (10,043) 79,136
Hong Kong dollar 14,277 (1,718) 12,559
Sterling 37,132 (5,522) 31,610
Swiss Franc 5,395 (1,085) 4,310
US dollar 124,791 (15,002) 109,789
Total 276,910 (33,679) 243,231
A 10% rise or decline of Sterling against foreign currency denominated assets held at the year-end would have decreased/increased
the total return and net asset value by £22,567,000 or 11.5% (2024: £20,189,000 or 10.3%). This is considered to be a reasonable
illustration based on the volatility of exchange rates during the year.
Interest rate risk
The Company is only exposed to significant interest rate risk through its borrowings with Citigroup Global Markets Limited and
through the fair value of investments in fixed interest rate securities, if any.
Borrowings varied throughout the period as part of a board endorsed policy and at year-end amounted to the equivalent of
£25,538,000 (2024: £34,569,000) in a variety of currencies. All of these borrowings were at floating rates of interest.
If this level of borrowing was maintained for the year, a 1% increase/decrease in the benchmark rate would have decreased/increased
the revenue return by £102,000 (2024: £138,000) and decreased/increased the capital return by £153,000 (2024: £207,000). In the
event that the prime brokerage facility were to be renegotiated or terminated, the Company may not be able to finance its borrowings
on as favourable terms and this risk is monitored.
The interest rates on prime brokerage borrowings varied by currency from 0.27% to 4.88% as at 30 September 2025 (2024: 1.18% to
6.57%).
Liquidity risk
The Company’s assets mainly comprise readily realisable securities which can be easily sold to meet funding commitments if
necessary. A liquidity analysis is prepared on at least a quarterly basis as part of the Investment Manager’s report to the board and
the liquidity profile of all securities is reviewed. The Investment Manager reviews the liquidity profile of the investments continuously.
The contractual maturities of the Company’s financial liabilities based on the earliest date on which payment can be required was as
follows:
Due within 3 months
As at
30 September
2025
£’000
As at
30 September
2024
£’000
Prime brokerage borrowings (25,538) (34,569)
Other creditors (1,187) (1,019)
(26,725) (35,588)
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
57
The Company Governance Financials Company Information
The maximum level of gearing utilised and the nature and term of any borrowings are the responsibility of the directors and the
Investment Manager is permitted to utilise gearing of up to 25% of NAV. Gearing is the amount of the Company’s borrowings
less cash, divided by net assets attributable to shareholders. The Company has a prime brokerage facility with its prime broker
Citigroup, and benefits from a flexible borrowing arrangement. The facility gives the Company access to tactical leverage, which is
a key component of the listed infrastructure strategy and a primary differentiator of the closed-ended structure of the Company.
The Investment Manager deploys leverage tactically in support of high conviction allocations to individual companies, themes or
countries, to assist in the delivery of performance objectives. The facility allows borrowings in local currencies and therefore matches
the exposure of the leverage broadly to the overweights in the portfolio. Redwheel has a soft limit for gearing at 20% and typically sits
within an 8-15% level.
The prime brokerage borrowing facility is secured against the Company’s investments, and the Company is able to borrow funds from
the facility on a margin basis, as long as its gross assets exceed 140% of the amount borrowed. The facility agreement with Citigroup
allows either party to terminate the Prime Brokerage Agreement on three business days’ written notice, which is standard practice.
The interest rate on borrowings depends on the currency of the borrowing but is generally 50 basis points over the applicable
benchmark rate. During the financial year, gearing varied between approximately 9.5% and 17.0% (2024: between approximately
6.6% and 15.1%) and as at 30 September 2025, the Company’s gearing is 10.2% of net assets (2024: 14.2%).
Credit risk
Credit risk is mitigated by diversifying the counterparties with which the Investment Manager conducts investment transactions. The
credit standing of all counterparties is reviewed periodically with limits set on amounts due from any one broker. There were no items
past due or impaired.
The maximum exposure to credit risk at 30 September 2025 and 30 September 2024 was considered to be the same as the carrying
amount of the financial assets in the Statement of Financial Position.
16. Fair value hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs
used in making the measurements. The fair value hierarchy shall have the following levels:
Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement
date;
Level 2: inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or
liability, either directly or indirectly; and
Level 3: inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair value
hierarchy at the reporting date as follows:
As at 30 September 2025 Note
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities 280,788 – – 280,788
Net fair value 280,788 – – 280,788
As at 30 September 2024 Note
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities 276,910 – – 276,910
Net fair value 276,910 – – 276,910
The fair value of the Company’s investments in equities has been determined by reference to their quoted bid prices at the reporting
date. Equities included in Fair Value Level 1 are actively traded on recognised stock exchanges. Investments categorised as Level 2 are
not considered to trade in active markets.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202558
Notes to the Financial Statements
For the year ended 30 September 2025
continued
17. Analysis of changes in net debt
As at
30 September
2024
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 September
2025
£’000
Cash at bank – (521) 521 –
Debt due within one year (34,569) – 9,031 (25,538)
(34,569) (521) 9,552 (25,538)
As at
30 September
2023
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 September
2024
£’000
Cash at bank – 1,472 (1,472) –
Debt due within one year (20,002) – (14,567) (34,569)
(20,002) 1,472 (16,039) (34,569)
A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no differences from the
above analysis.
18. Related party transactions and transactions with the Investment Manager
Fees payable during the year to the directors and their interests in shares of the Company are considered to be related party
transactions and are disclosed within the Directors’ Remuneration Report on pages 32 to 34. The balance of fees due to directors at
the year-end was £nil (2024: £nil).
The Company had an agreement with RWC Asset Management LLP during the year for the provision of investment management
services. Details of fees earned and balances outstanding at the year-end are disclosed in Note 3.
19. Post balance sheet events
Subsequent to the year-end and to 9 December 2025, the latest practicable date prior to the publication of this report, a further
10,561,776 shares were bought back into treasury at a cost of £25,252,000.
59
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Notice is hereby given that the ninth AGM of Ecofin Global
Utilities and Infrastructure Trust plc will be held on Thursday
5March 2026 at 12:30 p.m. at Barber-Surgeons’ Hall,
Monkwell Square, Wood St, Barbican, London EC2Y 5BL for the
followingpurposes:
As ordinary resolutions
1. To receive the Directors’ Report and the audited
Financial Statements of the Company for the year ended
30September 2025.
2. To receive and approve the annual report on remuneration
included in the Directors’ Remuneration Report for the year
ended 30 September 2025.
3. To approve the Company’s dividend policy as set out on
page 23 of the 2025 annual report and accounts.
4. To appoint David Benda as a director of the Company.
5. To reappoint Malcolm King as a director of the Company.
6. To reappoint Susannah Nicklin as a director of the Company.
7. To reappoint Joanna Santinon as a director of the Company.
8. To reappoint BDO LLP as the Independent Auditor to the
Company, to hold office until the conclusion of the next
AGM at which the Financial Statements are laid before the
members.
9. To authorise the directors to determine the Auditor’s
remuneration.
Special Business
To consider, and if thought fit to pass, the following resolutions:
Authority to allot new shares – ordinary resolution
10. THAT, in substitution for all subsisting authorities to the extent
unused, the directors be and they are hereby generally and
unconditionally authorised, in accordance with Section 551
of the Companies Act 2006 (the “Act”), to exercise all the
powers of the Company to allot shares in the Company and
to grant rights to subscribe for, or to convert any security into,
shares in the Company up to an aggregate nominal value
of £187,769.24 (being approximately 20 per cent. issued
ordinary share capital of the Company (excludingtreasury
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.
The authority hereby conferred on the directors shall expire
at the conclusion of the Annual General Meeting of the
Company held in 2027 unless renewed at a general meeting
prior to such time, save that the Company may before such
expiry make offers or agreements which would or might
require shares to be allotted or rights to be granted after
such expiry and so that the Directors of the Company may
allot shares and grant rights in pursuance of such offers
or agreements as if the authority conferred hereby had
notexpired.
Authority to disapply pre-emption rights on allotment of
relevant securities – special resolution
11. THAT, subject to the passing of resolution 10 above and in
substitution for all subsisting authorities to the extent unused,
the directors be and they are hereby empowered, pursuant
to Section 570 and Section 573 of the Act, to allot equity
securities (within the meaning of Section 560 of the Act) for
cash pursuant to the authority conferred by resolution 10 or
by way of sale of treasury shares as if Section 561(1) of the Act
did not apply to any such allotment, provided that this power
shall be limited to the allotment of equity securities:
(a) in connection with a rights issue or open offer of
securities to ordinary shareholders in proportion
(as nearly as may be practicable) to their existing
holdings and to holders of other equity securities as
required by the rights of those securities or as the
directors otherwise consider necessary, but in each
case subject to such exclusions, limits, restrictions or
other arrangements as the directors may consider
necessary or appropriate to deal with any treasury
shares, fractional entitlements or securities represented
by depository receipts, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory
or the requirements of any regulatory body or stock
exchange or any other matter; and
(b) (otherwise than under paragraph (a) of this resolution)
to any person or persons 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 share capital at the date the
resolution is passed, and shall expire upon the expiry of
the general authority conferred by Resolution 10 above,
save that the Company may before such expiry make
offers or agreements which would or might require
equity securities to be allotted after such expiry and
so that the Directors of the Company may allot equity
securities in pursuance of such offers or agreements as
if the power conferred hereby had not expired.
Authority to repurchase the Company’s shares –
special resolution
12. THAT, the Company be and is hereby generally and
unconditionally authorised, pursuant to and in accordance
with Section 701 of the Act, to make market purchases
(within the meaning of Section 693(4) of the Act) of ordinary
shares of 1p each in the capital of the Company (ordinary
shares) on such terms and in such manner as the directors
shall from time to time determine, provided that:
(a) the maximum aggregate number of ordinary shares
hereby authorised to be purchased is 14,073,305
(being approximately 14.99% of the number of ordinary
shares in issue (excluding treasury shares) as at
9December 2025);
(b) the minimum price (exclusive of all expenses) which
may be paid for an ordinary share is its nominal value,
being 1p;
Notice of Annual General Meeting
60
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
Notice of Annual General Meeting
continued
(c) the maximum price (exclusive of all expenses) which
may be paid for an ordinary share is the higher of (i) an
amount equal to 5% above the average of the closing
mid-market price of an ordinary share (as derived from
the Daily Official List of the London Stock Exchange) for
the five business days immediately preceding the date on
which that ordinary share is contracted to be purchased
and (ii) the higher of the price of the last independent
trade and the highest current independent bid for a
share in the Company on the trading venues where
the market purchases by the Company pursuant to the
authority conferred by this resolution will be carried out;
(d) the authority hereby conferred shall expire on
3September 2027 unless the authority is renewed at
the Company’s Annual General Meeting in 2027 or at any
other general meeting prior to such time; and
(e) the Company may at any time prior to the expiry of such
authority enter into a contract or contracts under which
a purchase of ordinary shares under such authority will
or might be completed or executed wholly or partly after
the expiration of such authority and the Company may
make a purchase of ordinary shares in pursuance of any
such contract or contracts as if the authority conferred
hereby had not expired.
Authority to hold general meetings – special resolution
13. THAT, a General meeting of the Company, other than an AGM
may be called on not less than 14 clear days’ notice.
Adoption of proposed new articles of association –
special resolution
14. THAT, with effect from the conclusion of the Annual General
Meeting, the new Articles of Association of the Company,
produced to the Annual General Meeting and initialled by the
Chairman of the meeting for the purpose of identification,
be adopted as the Articles of Association of the Company, in
substitution for, and to the exclusion of, the existing Articles
ofAssociation.
Authority to increase the aggregate directors’ remuneration –
ordinary resolution
15. THAT, pursuant to Article 94 of the new Articles of Association
of the Company (subject to the passing of resolution 14 or
Article 96 of the existing Articles of Association approved
in 2016), the aggregate annual cap on directors’ fees be
increased from £200,000 to £300,000.
By order of the board
Frostrow Capital LLP
Company Secretary
11 December 2025
Registered Office:
25 Southampton Buildings
London
WC2A 1AL
61
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
(1) Only holders of ordinary shares of 1p each are entitled to
attend and vote at the meeting. Each shareholder entitled
to attend and vote at the meeting may appoint one or more
persons to act as his/her proxy to attend, speak and vote at
the meeting. A proxy need not be a member of the Company
but must attend the meeting for the shareholder’s vote
to be carried. If a member appoints more than one proxy
to attend the meeting, each proxy must be appointed to
exercise the rights attached to a different share or shares
held by the member.
(2) You can vote either:
• by logging on to www.investorcentre.co.uk/eproxy and
following the instructions. To vote electronically you will
be asked to provide your Control Number, Shareholder
Reference Number and PIN which are detailed on your
Form of Proxy.
• by returning your hard copy form of proxy. If you require
an additional copy of the form of proxy you can obtain
one directly from the registrars, Computershare Investor
Services PLC, on Tel: 0370 703 6234. Lines are open
between 08:30 – 17:30, Monday to Friday excluding public
holidays in England and Wales; or
• in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with
the procedures set out below.
In order for a proxy appointment to be valid a form of
proxy must be completed. In each case the form of proxy
must be received by Computershare Investor Services
PLC, ThePavilions, Bridgwater Road, Bristol, BS99 6ZY by
12.30pm on Tuesday 3 March 2026.
If you return more than one proxy appointment, either
by paper or electronic communication, the appointment
received last by the Registrar before the latest time for the
receipt of proxies will take precedence. You are advised to
read the terms and conditions of use carefully. Electronic
communication facilities are open to all shareholders and
those who use them will not be disadvantaged.
The return of a completed form of proxy, electronic filing or
any CREST Proxy Instruction (as described in note 5 below)
will not prevent a shareholder from attending the meeting
and voting in person if he/she wishes to do so.
(3) Pursuant to Regulation 41(1) of the Uncertificated Securities
Regulations 2001 (as amended) and for the purposes of
Section 360B of the Act, the Company has specified that only
those members registered on the register of members of
the Company at the close of business on Tuesday 3 March
2026 (the Specified Time) (or, if the meeting is adjourned,
48hours prior to the time of the adjourned meeting) shall be
entitled to attend and vote at the meeting in respect of the
number of ordinary shares registered in their names at that
time. If the meeting is adjourned to a time not more than
48hours after the Specified Time, that time will also apply
for the purpose of determining the entitlement of members
to attend and vote (and for the purposes of determining the
number of votes that may be cast) at the adjourned meeting.
Changes to entries in the register of members after the close
of business on Tuesday 3 March 2026 or other relevant
deadline will be disregarded in determining the rights of any
person entitled to vote at the meeting.
(4) Members (and any proxies or corporate representatives
appointed) agree, by attending the meeting, that they
are expressly requesting and are willing to receive any
communications relating to the Company’s securities made
at the meeting.
(5) CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the meeting and any adjournment(s) thereof
by using the procedures described in the CREST Manual
(available via www.euroclear.com/CREST). CREST personal
members or other CREST sponsored members, and those
CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate CREST
message (a “CREST Proxy Instruction”) must be properly
authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the information
required for such instructions, as described in the CREST
Manual. The message, regardless of whether it constitutes
the appointment of a proxy or is an amendment to an
instruction given to a previously appointed proxy, must,
inorder to be valid, be transmitted so as to be received by
the Company’s agent (ID 3RA50) by the latest time(s) for
receipt of proxy appointments specified in note (2) above.
For this purpose, the time of receipt will be taken to be
the time (asdetermined by the timestamp applied to the
message by the CREST Application Host) from which the
Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means.
Notes to the Notice of Annual General Meeting
62
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
Notes to the Notice of Annual General Meeting
continued
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply
in relation to the input of CREST Proxy Instructions. It is
the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting service
provider, to procure that his CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure
that a message is transmitted by means of the CRESTsystem
by any particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting
service provider(s) are referred, in particular, to those
sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat a CREST Proxy Instruction as invalid
in the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
(6) Any member attending the meeting has the right to ask
questions. Pursuant to Section 319A of the Act, the Company
must cause to be answered any question relating to the
business being dealt with at the meeting put by a member
attending the meeting. However, members should note that
no answer need be given in the following circumstances if
to do so would interfere unduly with the preparation for
the meeting or would involve a disclosure of confidential
information:
(a) if the answer has already been given on a website in the
form of an answer to a question; or
(b) if it is undesirable in the interests of the Company or
the good order of the meeting that the question be
answered.
(7) If the chairman, as a result of any proxy appointments, is
given discretion as to how the votes the subject of those
proxies are cast and the voting rights in respect of those
discretionary proxies, when added to the interests in the
Company’s securities already held by the chairman, result in
the chairman holding such number of voting rights that he
has a notifiable obligation under the Disclosure Guidance
and Transparency Rules, the chairman will make the
necessary notifications to the Company and the FCA. As a
result, any member holding 3% or more of the voting rights
in the Company who grants the chairman a discretionary
proxy in respect of some or all of those voting rights, and
so would otherwise have a notification obligation under
the Disclosure Guidance and Transparency Rules, need not
make a separate notification to the Company and the FCA.
(8) Any person receiving a copy of this Notice as a person
nominated by a member to enjoy information rights under
Section 146 of the Act (“Nominated Person”) should note that
the provisions in notes 1 and 2 concerning the appointment
of a proxy or proxies to attend the meeting in place of
a member do not apply to a Nominated Person, as only
shareholders have the right to appoint a proxy. However, a
Nominated Person may have a right under an agreement
between the Nominated Person and the member by whom
he or she was nominated to be appointed, or to have
someone else appointed, as a proxy for the meeting.
If a Nominated Person has no such proxy appointment
right or does not wish to exercise it, he/she may have a
right under such an agreement to give instructions to the
member as to the exercise of voting rights at the meeting.
Nominated Persons should also remember that their main
point of contact in terms of their investment in the Company
remains the member who nominated the Nominated
Person to enjoy information rights (or perhaps the custodian
or stockbroker who administers the investment on their
behalf). Nominated Persons should continue to contact that
member, custodian or stockbroker (and not the Company)
regarding any changes or queries relating to the Nominated
Person’s personal details and interest in the Company
(including any administrative matters). The only exception to
this is where the Company expressly requests a response
from a Nominated Person.
(9) Under Section 527 of the Act, members meeting the
threshold requirements set out in that Section have the right
to require the Company to publish on a website a statement
setting out any matter relating to:
(a) the audit of the Company’s accounts (including the
Auditor’s Report and the conduct of the audit) that are
to be laid before the meeting; or
(b) any circumstance connected with an auditor of the
Company ceasing to hold office since the previous
meeting at which the annual report and accounts were
laid in accordance with Section 437 of the Act.
The Company may not require the members requesting any
such website publication to pay its expenses in complying
with Sections 527 or 528 of the Act. Where the Company is
required to place a statement on a website under Section
527 of the Act, it must forward the statement to the
Company’s auditor no later than the time when it makes the
statement available on the website. The business which may
be dealt with at the meeting includes any statement that the
Company has been required under Section 527 of the Act to
publish on a website.
63
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
(10) At 9 December 2025, the latest practicable date in advance
of the date of this Notice, the Company’s issued capital
(excluding shares held in Treasury) consisted of 93,884,624
ordinary shares carrying one vote per share (total
votingrights).
(11) This Notice, together with information about the total
numbers of shares in the Company in respect of which
members are entitled to exercise voting rights at the date
of this Notice, and (if applicable) any members’ statements,
members’ resolutions or members’ matters of business
received by the Company after the date of this Notice, will be
available on the web pages of the Company, at
https://www.eglplc.com
(12) No electronic address provided in this Notice or in any
related documents (including the form of proxy) may be
used to communicate with the Company for any purposes
other than those expressly stated.
(13) The biographies of the directors offering themselves for
appointment or reappointment are set out on page 14 of
this annual report and accounts and include each director’s
experience. These, along with the disclosure in the Corporate
Governance Statement on page 28, explain why the directors’
contributions are important to the Company’s long-term
success.
(14) No director has a service agreement with the Company.
Copies of the directors’ letters of appointment will be
available for inspection at the registered office of the
Company during usual business hours on any weekday
(Saturdays, Sundays and Bank Holidays excluded) until the
date of the AGM.
(15) As soon as practicable following the AGM, the results of the
proxy voting at the meeting and the number of proxy votes
received for and against and the number of votes withheld,
in respect of each resolution, as well as a result of any poll,
will be announced via a Regulatory Information Service and
placed on the Company’s website.
(16) Shareholders have the right, under Section 338 of the Act,
to require the Company to give its shareholders notice of a
resolution which the shareholders wish to be moved at an
AGM of the Company. Additionally, shareholders have the
right under Section 338A of the Act to require the Company
to include a matter (other than a proposed resolution) in
the business to be dealt with at the AGM. The Company is
required to give such notice of a resolution or include such
matter once it has received requests from shareholders
representing at least 5% of the total voting rights of all the
shareholder who have a right to vote at the AGM or from at
least 100 shareholders with the same right to vote who hold
shares in the Company on which there has been paid up an
average sum per shareholder of at least £100. This request
must be received by the Company not later than six weeks
before the AGM (or, if later, the time at which notice is given
of the AGM). In the case of a request relating to Section 338A
of the Act, the request must be accompanied by a statement
setting out the grounds for the request.
(17) A copy of this Notice, and other information required by
Section 311A of the Act, can be viewed and/or downloaded
at https://www.eglplc.com/corporate-information/
important-documents/ and, if applicable, any member’s
statements, resolutions or matters of business received by
the Company after the date of this Notice will be available on
the Company’s website.
64
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
AIC – Association of Investment Companies, the trade body for
closed-ended investment companies www.theaic.co.uk.
AIC Code – the AIC Code of Corporate Governance issued by
the AIC in 2019 and endorsed by the FRC to enable investment
companies to meet their obligations under the UK Corporate
Governance Code.
AIC SORP – Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and Venture Capital
Trusts’ issued by the AIC.
AIFMD/AIFM/AIF – Alternative Investment Fund Managers
Directive. Issued by the European Parliament in 2012 and
2013, the Directive requires that all investment vehicles (“AIFs”)
in the European Union, including investment trusts, appoint a
Depositary and an Alternative Investment Fund Manager (“AIFM”).
The board remains responsible, however, for all aspects of the
Company’s strategy, operations and compliance with regulations.
The Company’s AIFM was RWC Asset Management LLP until
30June 2025 and thereafter Frostrow Capital LLP was appointed
to be the AIFM effective from 1 July 2025.
Alternative Performance Measures (APMs) – the Company
uses APMs to present a measure of profitability which is aligned
with the requirements of investors and potential investors.
Benchmark – the Company’s portfolio is not measured against
an equity index benchmark. This is because the Investment
Manager’s asset allocation process pays little attention to
the country and regional compositions of the main global
utilities index, the MSCI World Utilities Index, or the global
listed infrastructure indices. The directors, therefore, review
portfolio performance against a number of equity market
indices, including the MSCI World Utilities Index and S&P Global
Infrastructure Index which serve as reference points, and ratios
to understand the impact of factors such as gearing, currencies,
sub-sectors, geographical allocation and stock selection decisions
on the Company’s overall investment performance. Stock
selection is measured against relevant local and regional indices
and monitored by the board.
Closed-ended collective investment vehicle – a company,
including an investment company, with a fixed issued ordinary
share capital, the shares of which are traded on an exchange at
a price not necessarily related to NAV of the company and which
can only be issued or bought back by the company in certain
circumstances.
Company – Ecofin Global Utilities and Infrastructure Trust plc.
Custodian – the Custodian is Citigroup Global Markets
Limited. The Custodian is a financial institution responsible for
safeguarding the securities and cash assets of the Company,
as well as the income arising therefrom, through provision of
custodial, settlement and associated services.
Depositary – the Depositary is Citibank Europe plc. Under
AIFMD rules, the Company must have a Depositary whose
duties in respect of investments and cash include safekeeping,
verification of ownership and valuation, and cash monitoring.
Under the AIFMD rules, the Depositary has strict liability for the
loss of the Company’s financial assets in respect of which it has
safekeepingduties.
Discount/Premium – the share price of an investment trust is
derived from buyers and sellers trading their shares on the stock
market. The share price is not likely to be identical to NAV per
share of the underlying assets less the liabilities of the company.
If the share price is lower than the NAV per share, the shares are
said to be trading ‘at a discount’. If the share price is above the
NAV per share, the shares are said to be trading ‘at a premium’.
Distributable reserves – reserves distributable by way of
dividend or for the purpose of buying back ordinary share capital.
Shortly after admission, the Company applied successfully to
court to cancel its share premium account in order to establish
distributable reserves (the special reserve), thereby enabling the
Company immediately to commence dividend distributions to
shareholders. On an ongoing basis, these distributable reserves
may be used, when the board considers it appropriate, for the
purposes of paying dividends to shareholders and smoothing
payments of dividends to shareholders. The special reserve can
also be used to fund the cost of any share buy-backs.
Dividend dates – reference is made in announcements of
dividends to three dates. The “record” date is the date after
which buyers of the shares will not be recorded on the register
of shareholders as qualifying for the pending dividend payment.
The “payment” date is the date that dividends are credited to
shareholders’ bank accounts. The “ex-dividend” date is normally
the business day prior to the record date.
EBITDA – earnings before interest, tax, depreciation and
amortisation, which is a measure of a company’s operating
performance.
ESG – using Environmental, Social and Governance factors in the
evaluation of companies and countries, and to assess associated
risks or opportunities.
Financial Conduct Authority (“FCA”) – the independent body
that regulates the financial services industry in the UK.
FRC – Financial Reporting Council.
Frostrow Capital LLP (“Frostrow”) – the AIFM, Company
Secretary and Administrator with effect from 1 July 2025.
Frostrow also provides Investor Relations and Marketing services
to the Company.
Gearing – this is the sum of the Company’s borrowings from
its prime broker (including the net amounts due from brokers)
less cash divided by net assets attributable to shareholders. The
maximum permitted level of gearing, which is set by the board,
is25%.
Glossary
65
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Investment Manager and Alternative Investment Fund
Manager (“AIFM”) – RWC Asset Management LLP. The
responsibilities and remuneration of the Investment Manager
and AIFM are set out in the Directors’ Report on page 23 and
Note 3 to the Financial Statements.
Market capitalisation – the stock market quoted price of the
Company’s shares multiplied by the number of shares in issue.
Net asset value (“NAV”) – the assets less the liabilities of the
Company, as set out in the Statement of Financial Position, all
valued in accordance with the Company’s accounting policies
(see Note 1).
Non-executive director – a director who has a letter of
appointment, rather than a contract of employment, with the
Company. The Company does not have any executive directors.
Non-executive directors’ remuneration is set out in the Directors’
Remuneration Report on pages 32 to 34.
OECD – Organisation for Economic Co-operation and Development.
Ongoing charges – ongoing charges are all operating costs
expected to be regularly incurred and that are payable by the
Company, expressed as a proportion of the average NAV of the
Company over the financial year. Ongoing charges are calculated
in accordance with AIC recommended methodology. The costs
of buying and selling investments are excluded, as are interest
costs, taxation, non-recurring costs and the costs of buying back
or issuing ordinary shares.
Portfolio Manager – Jean-Hugues de Lamaze, an employee of
the Investment Manager with overall management responsibility
for the portfolio.
RWC Asset Management LLP (“Redwheel”) – the Investment
Manager and AIFM from 1 October 2024. Redwheel is regulated
by the FCA and registered with the SEC.
Special dividends – dividends received from investee companies
which have been paid out of capital reconstructions or
reorganisations of the investees are sometimes referred to as
‘special dividends’ and may be allocated to the capital account
in accordance with the Company’s accounting policies and
the SORP. Dividends which are unusually large in terms of the
investee companies’ annual earnings or normal payment pattern
are also sometimes referred to as ‘special’ but are treated as
revenue in nature unless the evidence suggests otherwise.
Total return – total return measures assume dividends are
reinvested in the NAV or shares or index.
UK Code of Corporate Governance (“UK Code”) – the
standards of good practice in relation to board leadership and
effectiveness, remuneration, accountability and relations with
shareholders that all companies with a Premium Listing on the
London Stock Exchange are required to report on in their annual
report and accounts.
66
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
Alternative Performance Measures
The Company uses the following Alternative Performance
Measures (“APMs”):
Dividends paid and dividend yield
Dividends paid are set out in Note 6 on pages 51 and 52. In respect
of the financial year to 30 September 2025, the Company paid four
quarterly dividends, one of 2.05p per share in November 2024
and three of 2.125p per share in March, May and August 2025 and
these totalled 8.425p per share (2024: 8.10p per share). A dividend
yield is shown as a percentage and calculated by dividing the value
of dividends paid (in a certain year) by the prevailing share price. The
dividend yield, expressed as a percentage of the closing price of the
Company’s shares on 30September 2025 was 3.9% (2024: 4.2%).
Year to
30 September
2025
Year to
30 September
2024
Total interim dividends paid and
declared 8.43 8.10
Closing share price 218.00 194.75
Dividend yield 3.9% 4.2%
Gearing on net assets
Gearing is the sum of the Company’s borrowings (including the
net amounts due to/from brokers) less its cash divided by the
net assets attributable to shareholders. The Company has a
prime brokerage facility with Citigroup which allows it to borrow
and repay borrowings at any time; the gearing is not structural
in nature. The interest rate on the borrowings depends on the
currency of the borrowing but is generally 50 basis points above
the applicable benchmark rate. Borrowings provide a gearing
effect on net assets. 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 amount. The Investment Manager is permitted
by the board to utilise gearing of up to 25% of net assets. During
the year to 30 September 2025 the level of gearing averaged
13.6%of net assets (2024: 11%).
As at
30 September
2025
As at
30 September
2024
Cash at bank – –
Net borrowings (26,126) (34,569)
Net debt (26,126) (34,569)
Net asset value 256,576 243,231
Gearing 10.2% 14.2%
NAV per share total return
The total return on the NAV per share assumes that each dividend paid by the Company was reinvested into the shares of the
Company at the NAV per share prevailing at the time the shares were quoted ex-dividend.
1 year to
30 September 2025
3 years to
30 September 2025
5 years to
30 September 2025
Inception to
30 September 2025
Opening NAV per share (pence) 221.81 208.27 164.52 140.63
Closing NAV per share (pence) 245.55 245.65 245.65 245.65
Percentage change in NAV per share 10.7% 17.9% 49.3% 74.7%
Impact of dividend reinvestment and share
buybacks 4.3% 14.6% 30.4% 75.8%
NAV per share total return 15.0% 32.5% 79.7% 150.5%
Share price total return
The total return to the shareholder assumes that each dividend received was reinvested into the Company’s shares on the date on
which the shares were quoted ex-dividend.
1 year to
30 September 2025
3 years to
30 September 2025
5 years to
30 September 2025
Inception to
30 September 2025
1
Opening share price (pence) 194.75 218.00 159.25 113.00
Closing share price (pence) 218.00 218.00 218.00 218.00
Percentage change in share price 11.9% 0.0% 36.9% 92.9%
Impact of dividend reinvestment 4.7% 13.6% 30.0% 92.1%
Share price total return 16.6% 13.6% 66.9% 185.0%
1.
The Company’s shares were listed on the London Stock Exchange on 26 September 2016.
67
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
The Company Governance Financials Company Information
Discount/Premium to NAV per share – the share price of an
investment trust is derived from buyers and sellers trading their
shares on the stock market. The share price is not likely to be
identical to the NAV per share of the underlying assets less the
liabilities of the Company. If the share price is lower than the NAV
per share, the shares are trading ‘at a discount’. If the share price
is above the NAV per share, the shares are trading ‘at a premium’.
As at
30 September
2025
As at
30 September
2024
Closing NAV per share (pence) 245.65 221.68
Closing share price (pence) 218.00 194.75
Discount to NAV per share 11.3% 12.1%
Ongoing charges – ongoing charges are calculated in
accordance with AIC recommended methodology using the
charges for the year under review and the average NAV during
the period. Ongoing charges are all operating costs expected to
be regularly incurred and that are payable by the Company over
the financial year. The costs of buying and selling investments are
excluded, as are interest costs, taxation, non-recurring costs and
the costs of buying back or issuing ordinary shares.
Year to
30 September
2025
£’000
Year to
30 September
2024
£’000
Total expenses (per Notes 3 and 4) 3,084 3,073
Average net assets value 238,900 221,402
Ongoing charges ratio 1.29% 1.39%
68
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2025
Directors
David Simpson (Chairman)
David Benda (from 1 November 2025)
Malcolm (Max) King (Remuneration Committee Chairman)
Susannah Nicklin (Management Engagement Committee Chair
and Senior Independent Director)
Joanna Santinon (Audit Committee Chair)
Investment Manager
RWC Asset Management LLP
Verde, 10 Bressenden Place
London SW1E 5DH
Tel: +44 (0) 207 227 6000
Email: invest@redwheel.com
Bankers, Custodian and Depositary
Citigroup
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
Solicitors
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Brokers
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
Company Secretary and Registered Office (from 1 July 2025)
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Tel: +44 (0)203 008 4910
Email: cosec@frostrow.com
Administrators
BNP Paribas S.A.
London Branch
10 Harewood Avenue
London NW1 6AA
Registrars
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ, United Kingdom
Tel: +44 (0)370 703 6234
www.investorcentre.co.uk
Email: WebCorres@computershare.co.uk
Financial calendar
Dividends payable (last business
day of)
February, May,
August, November
AGM March
Half-year end 31 March
Release of interim report May
Financial year-end 30 September
Release of Annual Report December
Share prices and NAV information
The Company’s ordinary shares are traded on the London Stock
Exchange.
Ordinary shares
SEDOL number BD3V464
ISIN number GB00BD3V4641
LEI 2138005JQTYKU92QOF30
Reuters ticker EGL.L
Bloomberg ticker EGL:LN
The Company releases its NAV to the London Stock Exchange
daily. These announcements are available on the Reuters and
Bloomberg news services, as is other information about the
Company. They are also available on the Company’s website at
https://www.eglplc.com.
Annual and Interim Reports and other Company information
Copies of the Company’s annual and interim reports are available
online and from the Company Secretary.
The Investment Manager publishes a monthly report; availability
of these reports is announced to the London Stock Exchange and
posted on the Reuters and Bloomberg news services. The reports
are also available on the Investment Manager’s website.
Share transactions
The Company’s shares may be dealt in directly through a
stockbroker or professional advisor acting on an investor’s behalf.
Individual Savings Account (“ISA”)
The Company’s shares are eligible to be held in an ISA account
subject to HM Revenue & Customs limits.
Registered in England & Wales No: 10253041
Company Information
Investment Manager:
RWC Asset Management LLP
Verde, 10 Bressenden Place
London SW1E 5DH
Tel +44 (0) 207 227 6000
www.eglplc.com
Ecofin Global Utilities and Infrastructure Trust plc | Annual Report and Accounts 2025