![]() #### Annual Report and Financial Statements for the year ended 31 March 2026 # Schroder British Opportunities Trust plc ## Backing British growth ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 Section 1: Strategic Report Performance Summary 3 Chair’s Statement 4 Investment Manager’s Report 6 Top 10 Equity Investments 11 Schroders’ Investment Approach and Process 18 Investment Portfolio 20 The Company 21 Stakeholder Engagement – Section 172 Report 25 Risk Report 28 Viability Statement and Going Concern 32 Section 2: Governance Board of Directors 36 Directors’ Report 38 Audit and Risk Committee Report 42 Management Engagement Committee Report 46 Nomination and Remuneration Committee Report 47 Valuations Committee Report 49 Directors’ Remuneration Report 50 Statement of Directors’ Responsibilities 53 Section 3: Independent Auditor’s Report and Financial Statements Independent Auditor’s Report 56 Statement of Comprehensive Income 61 Statement of Changes in Equity 62 Statement of Financial Position 63 Cash Flow Statement 64 Notes to the Financial Statements 65 Section 4: Other Information Annual General Meeting – Recommendations 82 Notice of Annual General Meeting 83 Explanatory Notes to the Notice of Meeting 84 De nitions of Terms and Alternative Performance Measures 86 Information about the Company 88 ## Contents 1 This is not a sustainable product for the purposes of the FCA rules. References to the consideration of sustainability factors and ESG integration should not be construed as a representation that the Company seeks to achieve any particular sustainability outcome. Scan this QR code on your smartphone camera to sign-up to receive regular updates on Schroder British Opportunities Trust plc. ![]() British Opportunities Trust plc Annual Report and Financial Statements 2026 1 ## Section 1: Strategic Report Performance Summary 00 Chair’s Statement 00 10 Year Record 00 #### Section 1: Strategic Report ## Section 1: Strategic Report Performance Summary 3 Chair’s Statement 4 Investment Manager’s Report 6 Top 10 Equity Investments 11 Schroders’ Investment Approach and Process 18 Investment Portfolio 20 The Company 21 Stakeholder Engagement – Section 172 Report 25 Risk Report 28 Viability Statement and Going Concern 32 Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 1 #### Section 1: Strategic Report ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 2 #### Section 1: Strategic Report ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 3 ## Performance Summary #### Section 1: Strategic Report Some of the nancial measures above are classi ed as Alternative Performance Measures, as de ned by the European Securities and Markets Authority and are indicated with an asterisk (\*). De nitions of these performance measures, and other terms used in this report, are given on pages 86 and 87 together with supporting calculations where appropriate. 1 Includes investment in a liquidity fund, which forms part of the investment portfolio and is not classi ed as cash or cash equivalent. 2 Excluding shares held in treasury (totalling 1,100,000 shares). For the year ended 31 March 2026: #### Net asset value (“NAV”) per share total return\* –3.0% Year ended 31 March 2025: 0.5% As at 31 March 2026: #### Net asset value (“NAV”) per share 107.24p As at 31 March 2025: 110.54p #### Net Cash\* 1 £9,055,000 As at 31 March 2025: £8,992,000 #### Share price total return\* 0.7% Year ended 31 March 2025: –12.6% #### Share price 70.00p As at 31 March 2025: 69.50p #### Shares in issue 2 73,900,000 As at 31 March 2025: 73,900,000 #### Ongoing charges\* 1.29% Year ended 31 March 2025: 1.50% #### Share price discount to NAV per share\* 34.7% As at 31 March 2025: 37.1% ![]() “Looking ahead, as the portfolio continues to mature, we believe it is increasingly well positioned to deliver attractive realisations over time.” Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 4 #### Section 1: Strategic Report ## Chair’s Statement I am pleased to present my second Annual Report as Chair, and the Company’s sixth Annual Report since the launch of the Company in December 2020. This report covers the year ended 31 March 2026. Over the year, the Company has continued to execute the strategic transition endorsed by shareholders on 90September 2025, following approval of the revised investment policy. This marked an important milestone, enabling the Company to focus entirely on building a0diversi ed portfolio of private equity investments in predominantly UK companies, while winding down the legacy quoted portfolio that had detracted from performance during di cult public market conditions. The Board believes that this strategy better aligns the Company with the most attractive part of its opportunity set and with the area of the portfolio that has historically delivered stronger outcomes. Performance During the year under review, the Company’s NAV per share decreased by 3.0%, to 107.24p. This performance was primarily a re ection of underlying market conditions rather than the performance of portfolio companies, most of which grew strongly during the year. Of the0unquoted holdings which were owned throughout the year, the average sales growth was 16.3%, and the average EBITDA growth was 16.3%. All of the unquoted portfolio companies were EBITDA positive during the year under review. The overarching impact on valuations was multiple compression. Of the 11 unquoted investments valued on a multiple basis, seven0are technology businesses and this market segment experienced the most signi cant compression. Much of the market sentiment relates to concerns over whether companies will be arti cial intelligence (“AI”) winners or losers, without a thorough understanding of the nature of the business models involved. Regrettably, this a ected valuations of our technology companies, despite the Portfolio Managers believing that these businesses do not face fundamental AI related risks. The Board expects this to be a temporary issue as the market gains a0better understanding of AI related risks and opportunities. These valuation headwinds were su cient to o set the positive valuation gains of a number of our unquoted investments. Further detail on individual portfolio company performance is provided in the Investment Manager’s Report. No performance fee was accrued during the year under review. Investment strategy and investment activity During the year, the Company progressed the re-positioning of the portfolio towards private investments. This has involved disciplined capital allocation to new and existing private holdings, alongside the orderly disposal of listed positions where appropriate, taking account of liquidity, pricing, and overall portfolio construction. The Board continues to monitor the pace of deployment carefully, recognising the importance of maintaining investment discipline and not compromising on quality simply to accelerate change. In parallel, the Company completed two new private equity investments, JMG and CSL, while continuing to exit quoted holdings in line with the revised policy; the Company exited 13 quoted company positions, realising £10.00million and leaving a residual portfolio with a value at 310March 2026 of £5.00million. The proceeds from the disposal of quoted holdings helped fund the £10.70million investment in JMG and CSL. At 310March 2026, the Company held 120unquoted investments which account for approximately 84% of the Company’s NAV, 7 quoted investments (6% of NAV) and cash or liquidity investments accounting for 10.8% of NAV. The Company intends to deploy some of the cash realised from the sale of the residual quoted portfolio in the coming months, but will retain su cient liquid assets to meet uncalled commitments to existing portfolio companies and to fund the Company’s ongoing operating costs. The Board is pleased that the pipeline of private equity opportunities identi ed by the Investment Manager has remained robust, re ecting the depth of the UK opportunity set and the breadth of Schroders’ origination network. Valuations Valuations remain a key area of focus for the Board, particularly given ongoing macroeconomic uncertainty and periods of market volatility during the year. Valuations are prepared by the Investment Manager’s in-house valuation team, applying a robust framework that draws on recognised methodologies and observable inputs where available. The approach re ects company-speci c performance, balance sheet strength, funding conditions and relevant comparable market multiples. As at Justin Ward Chair ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 5 #### Section 1: Strategic Report 310March 2026, 10 of the Company’s unquoted investments were valued on a0multiple of EBITDA, one on a multiple of gross pro t and one of the most recent acquisitions was valued based on the recent transaction value. The Company’s Valuations Committee provides active oversight and challenge through regular reporting and review, with the Audit and Risk Committee contributing oversight of methodologies used. Continuation vote In line with the Company’s updated investment policy, which shareholders approved on 9 September 2025, a0managed wind-down resolution will be put to shareholders once the Company is fully invested in unquoted holdings (and assuming no alternative proposals are put to shareholders before this date) in the rst0quarter of 2027. This resolution will be put on the same voting basis as the resolution previously scheduled for 2028, meaning it will be passed provided any single vote is cast in favour. If passed, an orderly and e cient realisation of the Company’s assets and the return of capital to shareholders will commence. Ahead of the vote, the Board intends to consult with major shareholders. Discount management The discount to NAV narrowed during the year under review from 37.1% to 34.7%. Given your Board’s con dence in the valuations process, we believe that there is little logic to this discount applying to the Company other than to cite market sentiment to private equity investment companies generally. It0certainly does not re ect the aggregate operational performance of the Company’s unquoted holdings since inception. The Board has, in the past, used buybacks to address the discount. However, in light of the Company’s small size and new investment policy, the Board considers it preferable to retain capital within the business so that it can be deployed in unquoted investments as approved by shareholders in September 2025. As mentioned above, the Board has undertaken to put a resolution to shareholders concerning the continuation of the Company in the rst quarter of 2027. The Board regards this option as the most appropriate way to address the Company’s discount and to generate shareholder value. Dividend No dividend has been declared or recommended for the year. The Company is focused on providing capital growth and has a policy to only pay dividends to the extent that it is necessary to maintain the Company’s investment trust status. Presentation from the Portfolio Managers The Portfolio Managers have recorded an overview of the year end results and you can access this presentation on the Company’s website: https://schro.link/sbot2026. Regular news about the Company can also be found on the Company’s website at www.schroders.com/sbo. Annual General Meeting The Company’s next Annual General Meeting (“AGM”) will be held on Wednesday, 23 September 2026 at 12pm, at 1 London Wall Place, London, EC2Y 5AU. The Board welcomes shareholders’ comments and questions for them or for the Investment Manager. A short presentation will be given by the investment management team at the AGM. Please contact us via our Company Secretary’s email: amcompanysecretary@schroders.com or, if you prefer to write in, to: FAO Company Secretary, Schroder British Opportunities Trust plc, at the above address. We will endeavour to get your questions answered at or prior to the AGM and will be providing answers to commonly asked questions on our webpage. Shareholders are encouraged to cast their votes for the AGM by proxy to ensure that they are counted, irrespective of whether you intend to attend the AGM. The Directors consider that all of the resolutions listed are in the best interests of the Company and its shareholders and therefore recommend a vote in favour of each, as the Directors intend to do in respect of their own holdings. Schroders combination with Nuveen On 12 February 2026, the Board of Schroders plc announced that they had agreed terms of a recommended cash acquisition by Nuveen, to combine the two0businesses. The transaction is not expected to complete until Q4 2026. The Board have been informed that Nuveen’s intention is to maintain continuity across Schroders’ existing investment and client-facing functions, and the Board will monitor progress in this regard. Further details are available on the Schroders website: https://www.schroders.com/en/global/indi vidual/nuveeno er/. The Board does not expect there to be any impact on the Company as a result of this merger. Outlook The Board is pleased to note that since year end, the Portfolio Managers have disposed of the remaining public investments in line with the new investment policy and some of the multiple compression which a ected the Company’s performance in the last quarter of the nancial year has reversed. While the overall macroeconomic backdrop remains uncertain, the Board remains cautiously optimistic. The UK continues to0o er a0deep pool of innovative, high-growth businesses, and we believe that high-quality private companies with resilient business models can continue to perform well even amid wider market volatility. The Company’s revised strategy is designed to capitalise on this opportunity set, and we remain focused on disciplined deployment, robust valuation oversight and long-term value creation, including through realisations over time. We also recognise that the rapid development of AI is reshaping competitive dynamics across many sectors. We see meaningful opportunities for portfolio companies to use AI to enhance productivity, improve decision- making, strengthen customer proposition and accelerate innovation. At0the same time, we remain mindful of the challenges AI can bring, including execution risk, the need for appropriate governance and controls, data security and regulatory change. The Investment Manager continues to monitor developments in AI across the portfolio, assessing both the opportunities and risks and considering how these factors may in uence long-term value creation. Looking ahead, as the portfolio continues to mature, we believe it is increasingly well positioned to deliver attractive realisations over time. Although markets may remain volatile, we expect that the underlying quality of the portfolio, together with active ownership and a continued focus on operational improvement, will support long-term value creation and the potential for returns of capital to shareholders in due course. On behalf of the Board, I would like to thank shareholders for their continued support. Justin Ward Chair 13 July 2026 ![]() Financial Performance Portfolio Overview and Changes Outlook Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 6 #### Section 1: Strategic Report ## Investment Manager’s Report #### “The Investment Manager continues to believe that the portfolio has a strong foundation of high-quality private equity #### investments with the potential to generate attractive long-term returns.” Tim Creed Peraveenan Sriharan Summary The Company’s NAV decreased by 3.0% over the year, from £81.7 million at 31^March 2025 to £79.2^million at 31^March 2026. The movement in NAV re ected lower valuation multiples applied to almost all the Company’s private equity holdings, in line with softer public market comparables rather than any broad decline in underlying trading performance. Although the majority of companies’ operational performance improved during the year, this was insuXcient in all except ve cases to oZset the market comparables impact on valuations. CFC Underwriting, Arrive (formerly EasyPark), and Acturis particularly continued to demonstrate resilient business performance, earnings growth and execution against their respective value creation plans. The year was a signi cant period of transition for the Company. Following shareholder approval of the amended investment objective and policy in September 2025, the Company is now focused on private equity investments in predominantly UK companies. This strategic change re ected the stronger historic performance of the private equity portfolio and the Board’s and Investment Manager’s view that the UK private equity market continues to oZer a more attractive opportunity set. During the year, the Company continued to reduce its quoted equity exposure and redeploy capital into private equity investments. Quoted investments fell from £15.4 million to £5.0 million, while unquoted investments increased from £58.6 million to £66.5 million. The Company also held £8.6 million in money market funds and £0.5 million in cash and cash equivalents at the year end. On 31 March 2026, unquoted investments represented approximately 84% of NAV, compared with 72% a year earlier, re ecting the continued execution of the Company’s revised strategy. Since the year end, the Company has exited all its quoted company positions and is now focused solely on a private equity strategy. The Investment Manager continues to believe that the portfolio has a strong foundation of high-quality private equity investments with the potential to generate attractive long-term returns. While near-term valuation volatility may persist, the underlying companies remain focused on revenue growth, margin progression, strategic acquisitions and long-term value creation. Source: Schroders, 2026. ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 7 #### Section 1: Strategic Report Changes during the year At the General Meeting on 9 September 2025, shareholders approved a resolution to amend the investment policy of the Company to focus exclusively on private equity investments in predominantly UK companies. The year’s activity was therefore dominated by three themes: 1. Completion of new private equity investments; 2. Ongoing active management and valuation discipline across the portfolio; and 3. Continued reduction of quoted equity exposure. The main activity over the year included the completion of new private equity investments in JMG and CSL (detailed below in the report), together with continued exits from quoted holdings in line with the amended investment policy. The sale process to reduce quoted equity exposure therefore represented not only a source of liquidity for redeployment into private equity investments, but also an important step in aligning the portfolio with the Company’s revised investment strategy. Market The market backdrop remained challenging during the year, although there were encouraging signs of gradual stabilisation. Monetary policy began to ease, with the Bank of England reducing its base rate to 3.75% in December 2025. However, private markets continued to navigate macroeconomic uncertainty, geopolitical tensions and evolving trade policies, while transaction activity and exit markets remained below historical averages. Despite these conditions, the UK private equity market remained resilient, particularly in the small- and mid-market. Bain & Company’s Global Private Equity Report 2026 highlighted improving deal activity and nancing conditions, although investors remained selective, favouring businesses with resilient earnings, strong cash generation and attractive long-term growth prospects. This continues to support the Company’s investment strategy. The portfolio is focused on established, EBITDA-positive businesses with recurring revenues, attractive margins and strong cash-generative characteristics. In an environment where investors are increasingly prioritising quality and operational performance over nancial leverage, we believe these attributes position the portfolio well for long-term value creation. AI continued to be a de ning investment theme throughout the year. While the long-term impact of AI across industries remains uncertain, we believe the portfolio is well positioned given its exposure to established, technology-enabled businesses with strong market positions and mission-critical products and services. Several portfolio companies are already incorporating AI into their oZerings or operations, while others are well placed to bene t from productivity gains and changing customer demand. As with any period of technological change, AI will create both opportunities and competitive challenges, and we continue to assess its implications across the portfolio. Portfolio performance The Company’s NAV remained resilient during the year, despite fair value movements across parts of the private equity portfolio. The principal contributor to the reduction in NAV was the private equity portfolio, where lower valuation multiples more than oZset continued strength in underlying company performance. The attribution of the NAV movement is shown below. Attribution analysis (£m) Money Cash and cash Unquoted Quoted Market Funds equivalents Other NAV Value as at 31 March 2025 58.6 15.4 8.2 0.8 (1.3) 81.7 + Investments 10.7 – 6.2 (16.9) – – – Realisations at value (1.2) (10.0) (6.1) 17.3 – – +/– Fair value gains/(losses) (1.6) (0.4) 0.3 – – (1.7) +/– Costs and other movements – – – (0.7) (0.1) (0.8) Value as at 31 March 2026 66.5 5.0 8.6 0.5 (1.4) 79.2 ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 8 #### Section 1: Strategic Report Key positive and negative performers over the 12 months to 31 March 2026 Top 5 contributors Contribution % CFC Underwriting 1.9% Arrive (formerly Easy Park) 1.9% Acturis 1.8% OSB 0.5% Volution 0.5% Bottom 5 contributors Contribution % HeadFirst –3.2% Expana (formerly Mintec) –1.9% Cera Care –1.4% Learning Curve –1.2% On the Beach –0.5% The NAV as of 31 March 2026 was £79.2 million, a decrease of –3.0% compared with the NAV (£81.7 million) as of 31 March 2025. This change of NAV –3.0% comprised: • Quoted holdings: –0.5% • Unquoted holdings: –1.9% • Money market funds: 0.4% • Costs and other movements: –1.0% Source: Schroders Capital, 2026. Private equity holdings Average Sales growth: 16.3% Average EBITDA growth: 16.3% Average EBITDA margin: 37.4% The portfolio companies continued to demonstrate strong underlying operational performance despite continued pressure on valuation multiples. Over the 12 months to 31 March 2026, the unquoted portfolio increased from £58.6 million to £66.5 million. This movement re ected £10.7 million of new investment activity, principally the completion of investments in JMG and CSL, partly oZset by £1.2 million of realisations and distributions and a £1.6 million aggregate fair value loss. Operational performance across the portfolio remained strong despite the more challenging valuation environment. Across the private equity portfolio, average sales growth was 16.3%, average EBITDA growth was 16.3%, and the average EBITDA margin remained a^robust 37.4%. These metrics re ect the high quality of the underlying businesses and the buyout-oriented nature of the portfolio, which is invested exclusively in established, EBITDA-positive companies. As a result, the portfolio has limited exposure to the execution and nancing risks typically associated with earlier-stage venture and growth investments. The portfolio continues to focus on established, cash-generative, asset-light businesses with scalable operating models, predominantly across software, technology-enabled services, insurance, healthcare technology, nancial services and consumer services. Private equity allocation attribution – 12 months to 31 March 2026 1 Includes mainly the two new investments, CSL (£5.7 million) and JMG Group (£4.8 million). 2 CFC Underwriting. 3 Learning Curve £–1.0 million and HeadFirst £–1.5 million. Source: Schroders Capital, 2026. 0 10 20 30 40 50 31-Mar-26 Net debt, FX, and other Valuation multiple Performance metric Company events 3 Distributions 2 Paid-in 1 31-Mar-25 £ million 58.6 66.5 10.7 (1.2) (2.5) (5.8) (1.6) 8.2 ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 9 #### Section 1: Strategic Report Turning to individual private equity portfolio companies, the strongly positive contributors over the year were CFC Underwriting, Arrive, and Acturis, with a^smaller positive contribution from CSL and Culligan. These gains were more than oZset by valuation reductions in other portfolio companies, the most material being HeadFirst, Expana, Cera Care, and Learning Curve. CFC Underwriting was the largest positive contributor to NAV. The company continued to develop its specialist insurance proposition, including new product launches in areas such as intellectual property and contractor segments, while further expanding its underwriting capabilities and international presence. Continued growth across its cyber, transaction liability and specialty insurance oZerings supported another year of strong business performance. During the year, the Company also received a distribution of £1.2 million from its investment, re ecting the continued creation of value within the business. Arrive, formerly EasyPark, also made a^positive contribution to NAV during the^year. Following the combination of EasyPark and Flowbird, the business continued its evolution into a broader urban mobility platform spanning parking, electric vehicle charging and mobility solutions. During the year, Arrive announced a strategic partnership with Google Cloud to support AI-driven automation and cloud infrastructure capabilities, while also completing its rebrand from EasyPark to Arrive. The business continued to expand internationally and integrate recent acquisitions, with strong underlying trading performance supporting further value creation. Acturis contributed strongly during the year, supported by continued growth and strong execution. The business strengthened its position as a leading SaaS platform for the insurance broking and underwriting market, with further commercial partnerships enhancing both its product ecosystem and international reach. Acturis continues to bene t from the structural digitalisation of insurance distribution and administration, with its platform providing mission-critical work ow and distribution capabilities for brokers, insurers and managing general agents. On the more challenging side, HeadFirst was the largest detractor from NAV. The company continued to integrate the platform created through the combination of HeadFirst and Impellam and appointed a new Group CEO to lead the next phase of development. The year-end valuation re ected a more conservative market assessment. Expana (formerly Mintec) detracted from NAV despite continued strategic progress. The company continued to integrate recent acquisitions, expand benchmark coverage and develop its analytics products, building on its position as a^global provider of commodity-pricing data and market-intelligence solutions. The company also strengthened its leadership team with the appointment of Julie Harris as Chief Executive OXcer to lead the next phase of Expana’s growth and product development. The company has also continued to invest in technology and product development, including its broader platform capabilities following the rebrand to Expana. The negative valuation movement primarily re ected a more cautious market environment for software, data and analytics businesses, rather than a change in the long-term strategic opportunity. Cera Care continued to make strategic and operational progress during the year, delivering positive organic growth, completing further acquisitions and expanding its AI-led home healthcare platform. During the year, Cera was shown^to have saved the NHS & Government over £1 billion to date in a^model 10 times more aZordable and 15^times more carbon-friendly than hospital care. It also delivered its landmark 100 millionth visit to date and increased its^annualised recurring revenues by approximately $200 million, representing 56% growth in just over 12^months – now delivering more than 33^million patient home visits annually. The business remains well positioned to bene t from the structural shift towards delivering more healthcare in community and home settings, supported by increasing demand for technology-enabled care solutions. Despite this continued operational progress, the valuation was moderated during the year, re ecting broader movements in market valuation multiples rather than company-speci c performance. Learning Curve continued to make progress during the year, although developments aZected the timing and visibility of certain opportunities. As^a^result, the year-end valuation re ected a^more measured assessment of the near-term outlook. Public equity (quoted) holdings The Company’s quoted portfolio performance detracted 0.5% from NAV during the year to 31 March 2026. In line with the amended investment policy, the Portfolio Managers continued to reduce the quoted portfolio, with quoted ![]() investments decreasing from £15.4 million at 31 March 2025 to £5.0 million at 31 March 2026. In^the process, the number of quoted holdings fell from 20 at 31 March 2025 to 7 at 31 March 2026. Proceeds were recycled into private equity investments. Overall, the quoted portfolio represented 6% of NAV at 31 March 2026, compared with 19% at the prior year end, re ecting the Company’s ongoing transition towards a fully private equity-focused strategy. Portfolio diversi cation While software represents a signi cant allocation, the portfolio remains well diversi ed across a number of growing industry sectors. The Company’s software businesses serve a diverse range of end markets, customers and industry verticals, reducing concentration in any single area of the technology ecosystem. Portfolio breakdown by industry as % of total equity investments (as of 31 March 2026) Private equity activity The principal private equity activity during the year was the completion of investments in JMG Group and CSL. The Company deployed £4.8 million into JMG^Group and £5.7 million into CSL, broadening the portfolio’s exposure to the insurance broking and critical connectivity sectors. JMG is one of the UK’s fastest-growing insurance brokers and has developed into a leading independent brokerage platform. The group provides risk management and insurance solutions to small and medium-sized businesses as well as private clients. JMG’s strategy focuses on acquiring and partnering with high-quality local and regional brokers, leveraging its platform to drive operational eXciency and above-market organic growth. CSL is a European leader in critical connectivity and Internet of Things (“IoT”) solutions. The business provides secure, reliable connectivity for millions of devices across a range of sectors. The year also saw a £1.2 million distribution from CFC Underwriting following a capital restructuring, re ecting the Company’s ability to realise cash proceeds while maintaining its investment in the business. Public equity activity Following shareholder approval of the revised investment policy, the quoted equity portfolio was substantially reduced during the year. Proceeds from disposals were recycled into private equity investments and liquidity management as the Company continued its transition towards becoming a fully private equity-focused investment trust. During the year, 13 quoted holdings were exited, reducing the quoted portfolio from £15.4 million at 31 March 2025 to £5.0 million at 31 March 2026, representing 6% of NAV at the year end. Outlook Following the year end, the Company completed the orderly disposal of its remaining quoted equity holdings, resulting in a fully private equity-focused portfolio by 31 May 2026. The UK private equity market continues to provide an attractive opportunity set, and we remain encouraged by the quality of opportunities available across our core sectors. We continue to believe that the most attractive opportunities for long-term value creation are found within growth capital and small- to mid-market buyout segments of the market, where businesses typically bene t from favourable capital supply-demand dynamics, lower levels of competition and multiple avenues for growth. We believe the portfolio is well positioned to bene t from these characteristics and the long-term growth prospects of its underlying companies. Schroder Investment Management Limited 13 July 2026 Personal Care Products Interactive Media & Services Hotels, Restaurants & Leisure Specialty Retail Human Resource Technology IT Services Diversified Consumer Services Financial Services Health Care Technology Insurance Software Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 10 #### Section 1: Strategic Report ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 11 #### Section 1: Strategic Report The Company’s top ten holdings as of 31 March 2026 are set out below, with overviews of each company and recent updates regarding their business. ## Top 10 Equity Investments Fair value Fair value as of % of total as of % of total Quoted 31/03/2025 equity 31/03/2026 equity Unquoted (£’000) investments (£’000) investments Expana 1 Unquoted 10,136 13.7% 8,623 12.1% Arrive (formerly Easy Park) 1 Unquoted 6,506 8.8% 8,040 11.2% Pirum Systems 1 Unquoted 7,466 10.1% 7,322 10.2% CFC Underwriting 1 Unquoted 6,245 8.4% 6,727 9.4% Cera Care Unquoted 7,234 9.8% 6,184 8.6% CSL 1 Unquoted – – 5,943 8.3% Acturis 1 Unquoted 4,351 5.9% 5,777 8.1% Culligan 1 Unquoted 5,390 7.3% 5,623 7.9% JMG 1 Unquoted – – 4,723 6.6% Rapyd Financial Network 1 Unquoted 4,339 5.9% 4,042 5.7% Source: Schroders. Total equity investments = total investments minus holding in money market fund. 1 The fair value disclosed for the following investments represents the Company’s investment in an intermediary vehicle: – Expana held via Synova Merlin LP. – EasyPark held via Purple Garden Invest (D) AB. – Pirum Systems held via Bowmark Investment Partnership LP. – CFC Underwriting held via Vitruvian Investment Partnership. – Acturis held via Astorg VIII Co-Invest Acturis – Culligan held via EPIC-1b Fund. – Rapyd Financial Network held via Target Global Fund. – CSL held via ECI 12 Special Purpose Limited partnership. – JMG held via Synova Jove Limited partnership. ![]() ## Expana 1 #### (unquoted holding) Leading provider of food-related commodity pricing and analytics, serving the global supply chain through its SaaS platform Expana enables the world’s largest food and manufacturing brands to implement more e&cient and sustainable procurement strategies. They do this through their cutting-edge Software as a Service platform, Mintec Analytics, which delivers market prices and analysis for thousands of commodities, food ingredients and associated materials. Their data and tools empower their customers to understand prices better, analyse their spend and negotiate with con dence. 1 Formerly Mintec. Company updates: – May 2025: Expana expanded its market intelligence oZering with the launch of price forecasts for Urner Barry benchmarks, extending forecasting capabilities across a broad range of protein categories, including chicken, turkey, beef, pork, crab, shrimp and salmon. – October 2025: Expana launched a uni ed food market intelligence platform, bringing together pricing data, AI-enhanced cost models and personalised insights within a^single integrated solution. The platform combines the capabilities of several leading brands, including Urner Barry, Mintec, Feedinfo, Tropical Research Services and Stratégie Grains, providing customers with a more comprehensive view of global food markets. – January 2026: Expana successfully completed its sixth consecutive IOSCO assurance review, covering 123 proprietary agri-food price assessments. This milestone further reinforces the company’s credibility and commitment to maintaining the highest standards as a trusted price reporting agency for global food and agricultural markets. ## Arrive² #### (unquoted holding) Parking tech company that helps drivers to nd, manage and pay for both parking and electric vehicle charging Arrive’s technology supports its users, cities and parking operators with parking administration, planning and management. The company has a unique market coverage with presence in over 20 countries and more than 3,2002cities. 2 Formerly EasyPark. Company updates: – June 2025: EasyPark Group uni ed under a new corporate parent brand, Arrive, bringing together EasyPark, Flowbird, ParkMobile, Parkopedia, RingGo, Yellowbrick, YourParkingSpace and other brands. The rebrand re ects the group’s broader ambition to build a global mobility platform rather than remain focused solely on parking apps. – June 2025: Arrive described the group as operating across more than 90 countries and 20,000 cities, highlighting the scale created by combining its parking, transport payment and mobility brands. – November 2025: EasyPark expanded its presence in Italy to more than 1,000 municipalities, covering 88% of the country’s paid parking zones. Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 12 #### Section 1: Strategic Report ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 13 #### Section 1: Strategic Report ## Pirum #### (unquoted holding) A leading provider of post-trade automation and collateral management technology for the global securities industry Pirum has created a set of award-winning, highly innovative and exible services which are tailored to fully support the complexities of nancial institutions around the world. Pirum provides a secure processing hub which seamlessly links market participants, allowing them to electronically process and verify key transaction details. Through easy integration with their services, Pirum’s clients have increased processing e&ciency, reduced operational risk and improved pro tability by reducing manual processing. Company updates: – November 2025: Pirum’s TradeConnect platform facilitated its rst trading transactions, with trades printed by Citi and other global nancial institutions. This marked a signi cant milestone for the company’s expansion from post-trade automation into pre-trade connectivity. – The company continues to position TradeConnect as part of the securities nance market’s move towards greater automation, cleaner real-time data and more eXcient trade lifecycle management. ## Rapyd #### (unquoted holding) Integrates the world’s many payment networks and technologies into a single platform Rapyd is the fastest way to power local payments anywhere2in the world, enabling companies across the globe2to access markets quicker than ever before. By utilising Rapyd’s payments network and Fintech-as-a-Service platform, businesses and consumers can engage in local and2cross-border transactions in any market. The Rapyd platform is unifying fragmented payment systems worldwide by bringing together 900-plus payment methods2in over 100 countries. Company updates: – March 2025: Rapyd completed the acquisition of PayU’s Global Payment Organisation in Latin America and Africa. The transaction expands Rapyd’s international payments footprint and strengthens its presence in emerging markets. – The acquisition adds further scale across local acquiring, alternative payment methods and cross-border payment infrastructure. Rapyd said the transaction strengthens its position in key global markets. – May 2025: Rapyd said it had maintained its Top 100 Cross-Border Payment Company status for the sixth^consecutive year and noted that it had expanded its payments^infrastructure across more than 30 new markets over the prior year. ![]() ## CFC Underwriting #### (unquoted holding) Technology-driven global insurance business For over 20 years, CFC has built market-leading solutions to some of the insurance industry’s biggest challenges. The company uses technology and data science to stay one step ahead. From developing cutting-edge insurance products, pioneering autonomous underwriting, deploying advanced threat intelligence, to offering unparalleled service to its partners and customers, CFC is re-imagining the world of specialist insurance. Company updates: – April 2025: CFC launched Cyber Proactive Response, a new cyber insurance product for businesses with revenues of up to £250 million. The product included 30 coverage enhancements and removed six exclusions, strengthening CFC’s specialist cyber insurance proposition. CFC positioned the product around both insurance cover and proactive cyber-attack prevention, re ecting customer demand for risk management as well as risk transfer. – May 2025: CFC extended the bene ts of Cyber Proactive Response into sector-speci c policies for digital health, ntech and technology businesses, broadening the product’s relevance across key specialist lines. – December 2025: Appointed a new CEO for CFC USA to support the next phase of expansion in the U.S. specialty insurance market. ## Cera Care #### (unquoted holding) Europe’s largest provider of digital- rst home healthcare Cera Care is Europe’s largest provider of digital- rst home healthcare. They are transforming healthcare by moving services such as care, nursing, telehealth and repeat medications out of hospitals and into people’s own homes through technology. In combining pioneering technology with their community of professional carers and nurses, Cera Care are empowering people to live longer, better, healthier lives in their own homes. Company updates: – March 2025: Cera was reported to be using droid-like robots for around 3,000 care visits a week, supporting vulnerable people with reminders, monitoring and easier connections to carers and family members. – July 2025: A third-party analysis from Faculty showed Cera has now saved the NHS & Government over £1 billion to date – contributing more than £1.5 million in daily savings through its AI-powered model. – October 2025: Cera’s model was shown to be 15 times more carbon-friendly than hospital care, saving 3,335 tonnes of C02e each year – equivalent to taking 120,000 cars oZ UK roads for a week. – November 2025: Cera delivered its 100 millionth visit to date, ^a major milestone demonstrating the scale and breadth^of its impact - placing it among Europe's largest technology-enabled service delivery networks by volume. – June 2026: Cera announced that annualised recurring revenue had increased by $200 million over the previous 12 months, representing 56% growth. The business now delivers more than 33 million patient home visits annually, an increase of approximately 10 million visits per year. Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 14 #### Section 1: Strategic Report ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 15 #### Section 1: Strategic Report ## CSL #### (unquoted holding) Leading provider of mission-critical connectivity and IoT solutions CSL is a leading provider of mission-critical connectivity solutions, enabling secure and reliable communication for Internet of Things (“IoT”) devices across a broad range of sectors, including healthcare, security, critical infrastructure and utilities. Through its managed connectivity platform, CSL delivers resilient end-to-end solutions that help organizations monitor, protect and control connected assets, supporting the increasing adoption of digital and IoT technologies across Europe. Company updates: – April 2025: CSL partnered with Rogers Business to launch its patented rSIM® technology in Canada. The agreement expanded CSL’s critical IoT connectivity oZering into the Canadian market, enabling organisations to access resilient, always-on connectivity for mission-critical applications. – May 2025: CSL was selected as Vodafone Business Alliance Partner of the Year, recognising the strength of its long-standing partnership and its work delivering secure connectivity solutions for critical and regulated environments. ## Acturis #### (unquoted holding) A leading SaaS provider for the insurance industry Acturis is a UK-based Software-as-a-Service (“SaaS”) company that provides digital solutions for the general insurance industry. Founded in 2000, Acturis is known for its cloud based platform that supports brokers, insurers and MGAs (Managing General Agents) in streamlining insurance distribution and operations. Company updates: – June 2025: Aviva became the rst insurer to launch on Unify, Acturis’ AI and data-driven placement strategy tool. The launch supports Acturis’ role as a digital infrastructure provider for brokers and insurers. – Additionally, Acturis also expanded its partnership with Markel by adding Markel’s Contractors Combined product to the Acturis platform, strengthening its construction-sector insurance oZering. – March 2026: Acturis added further specialist insurance products to its platform, including Markel UK’s Management Liability Package and Beech Underwriting’s Terrorism & Sabotage product. These launches show continued product expansion across broker distribution. ![]() ## Culligan #### (unquoted holding) Water systems treatment company for homes and businesses across the globe Culligan is an innovative brand in consumer-focused, sustainable water solutions and services. It was established in 1936 as a provider of water softening solutions for residences in Northbrook, Illinois, and has since grown to become a worldwide leader in water treatment needs, from the simplest ltration system to complex industrial water solutions. Company updates: – May 2025: Culligan launched Culligan with ZeroWater Technology, a range of pitchers and dispensers combining Culligan’s water expertise with ZeroWater’s ve-stage ltration technology. The products include an integrated total dissolved solids meter and are positioned around improved household water ltration. – June 2025: Culligan reported the rst-year impact of its sustainability partnership with the United Center, Chicago Bulls and Chicago Blackhawks, stating that the partnership had helped avoid nearly 600,000 single-use plastic water bottles across games, concerts and events. – October 2025: Culligan continued to expand its consumer water solutions portfolio, supporting its strategic focus on household ltration products and reducing reliance on single-use bottled water. ## JMG Group #### (unquoted holding) One of the UK’s fastest-growing independent insurance brokers JMG Group is one of the UK’s leading independent insurance brokers, providing commercial insurance, risk management and employee bene ts solutions to small and medium-sized businesses, corporates and private clients. The Group has built a highly scalable platform through a combination of organic growth and strategic acquisitions, partnering with high-quality regional brokers while providing the operational expertise, technology and capital needed to accelerate long-term growth. Company updates: – February 2025: JMG Group announced plans to accelerate its^acquisition strategy following the completion of 20^acquisitions during the previous year, highlighting continued momentum in its buy-and-build strategy across the UK insurance brokerage market. – September 2025: JMG Group acquired Boston Insurance Brokers, Hayton Insurance Brokers and Gateway Insurance Services, strengthening their presence in the West Midlands, the Lake District and Scotland while expanding its regional commercial insurance capabilities. – October 2025: JMG Group acquired Taveo Group’s insurance broking business, further expanding its presence in Scotland and southern England as part of its ongoing strategy of acquiring high-quality regional brokers. Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 16 #### Section 1: Strategic Report ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 17 #### Section 1: Strategic Report ## HeadFirst #### (unquoted holding) International HR tech service provider HeadFirst Global is an ambitious world leading STEM talent and Managed Service Provider powered by a cutting-edge HR technology platform. HeadFirst Global provides a global, differentiated technology and talent proposition in the fast evolving workforce solutions ecosystem whilst unlocking exciting new opportunities for mission-critical talent across a2diverse global customer network. HeadFirst Global ampli es technology and talent, powering the next world of work. Company updates: – January 2025: The Netherlands resumed enforcement of the^DBA Act (Wet DBA), introducing stricter oversight of self-employed contractor arrangements. HeadFirst published guidance for clients on the regulatory changes and their implications for the Dutch exible labour market. – February 2025: HeadFirst Global appointed Edzard Overbeek as Group CEO, succeeding Julia Robertson. The company said the appointment would support its next phase of growth following the creation of HeadFirst Global through the combination of HeadFirst Group and Impellam Group, with a^focus on expanding its technology-enabled workforce solutions globally. – September 2025: HeadFirst Group reported a 2024 gross invoice value of €2.64 billion, with more than 35,000 professionals working through its platform, 536 clients and over 22,500 assignments received, re ecting the scale of the combined business. ## Learning Curve #### (unquoted holding) UK training and education specialist Learning Curve works with further education providers, employers and learners to help them achieve success. Since 2004, the company has grown both organically and through acquisition to become one of the largest and most diverse providers in the country. Company updates: – May 2025: The Secretary of State for Education visited Learning Curve Group’s Sunderland Construction Academy to announce new skills investment, including government plans to increase training for builders and carers. – September 2025: Learning Curve Group opened its new Sunderland Construction Academy in Pallion, expanding its construction training provision across the North East. – February 2026: Learning Curve Group and MPCT were named national nalists at the 2026 Apprenticeship and Training Awards, with Learning Curve shortlisted for Best Use of Technology in Training and MPCT Military Academy shortlisted for Best Workplace Readiness Scheme. ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 18 #### Section 1: Strategic Report ## Schroders’ Investment Approach and Process In this section, we detail our investment approach and process as relevant during the year. At the General Meeting held on 9 September 2025, shareholders approved the change in the Company’s investment policy to focus entirely on private equity. Investment approach During the year, the Company utilised Schroders’ extensive private equity investment experience to access UK^company growth across the life cycle, focusing on small and medium-sized businesses. The Company’s portfolio has been constructed from the bottom up, with investments focused on quality, growing and predominantly pro table companies, that have strong balance sheets and that can sustainably compound their earnings over the long run. Typically, these businesses will exhibit considerable pricing power (which is particularly bene cial in these times of high in ation), strong management teams, and will already be delivering strong revenue growth. Where portfolio companies have not yet reached pro tability, the investment team seek out companies that are well-funded and possess a clear route towards pro tability. Given the high-growth nature of the opportunities targeted, the portfolio will have notable exposure to software and IT^services areas of the market. However, the portfolio is well-diversi ed to include other sectors, such as consumer services, healthcare, leisure and nancial services. The Portfolio Managers place a high priority on the price paid as a crucial factor in determining long-term investment returns. To ensure they do not overpay for growth opportunities, they maintain discipline in the valuation process. The portfolio focuses on high-growth names that have robust business models and are well-positioned to bene t from secular tailwinds. These companies are expected to be either at or near pro tability and exhibit strong growth characteristics, such as increasing customer numbers or expanding market share. The team is also aware that market ineXciencies often result in signi cant disparities between underlying company fundamentals and market estimates, which is referred to as the ‘Growth Gap’. Consequently, the team actively seeks opportunities to exploit this Growth Gap. They believe that markets tend to overlook future prospects, rely too heavily on extrapolating historical growth trends, and overreact to short-term news. When evaluating potential investments, the team looks for companies that demonstrate a^positive Growth Gap compared to consensus estimates, along with catalysts that could lead to a re-rating of the shares, strong valuation support, attractive risk-reward pro les, and good governance. The investment team focus on direct and co-investment opportunities that span the growth capital and small/mid-market buyout areas of the market, where they believe numerous companies exist with considerable transformation potential, while avoiding areas that the team believe pose heightened valuation risk (see gure below). The Company leverages Schroders Capital’s more than 25^years’ experience in private equity investing and 100+ European specialist GP relationships to create strong deal ow for high selectivity of direct and co-investments. Schroders Capital has c.£19.8^billion of private equity assets under management (as at 31^December 2025). Source: Schroders. For illustrative purposes only and should not be viewed as a recommendation to buy or sell. \*Where we denote Valuation risk as the risk around the perceived value of an underlying asset whereas investment risk encompasses a broader set of risks beyond valuation including but not limited to factors such as market dynamics, economic conditions and industry speci c risks. The Company’s private equity allocation by stage: Past performance is not a guide to future performance and may not be repeated. The value of investments and the income from them may go down as well as up and investors may not get back the amounts originally invested. Source: Schroders. For illustrative purposes only and should not be viewed as a recommendation to buy or sell. Venture seed/early Venture late/pre-IPO Growth Small buyout Mid buyout Large/mega buyout Turnaround The Company’s target areas for private equity investments Areas of heightened valuation risk\* – areas with greatest amount of capital vs number of deals Growth - Emerging companies - Technology and/or market risk - Early revenue generating - High growth - Unprofitable Buyout - Mature companies - Valuation and execution risk - Moderate growth - Profitable - Transformational and M&A value creation Growth/Buyout - Established companies - Valuation and execution risk - High growth - Profitable or near-profitable - Organic and M&A value creation ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 19 #### Section 1: Strategic Report Investment process Investment process The private equity investment process is illustrated above. The investment team believes that high-quality deal sourcing is fundamental to long-term success and spend considerable time on this activity by working closely with their extensive network of European specialist GP relationships. Sourcing eZorts are further enhanced by technology, including advanced proprietary tools, internal databases and third-party information services. An assessment of whether the investment opportunity meets the key^criteria for inclusion in the Company is undertaken early to ensure a proposal is suitable and conforms to the investment policy and objectives. The comprehensive due-diligence process undertaken will include an assessment of the following for a particular company: Engagement As part of our process, we meet with company management teams and/or GPs (in the case of private equity co-investments) in advance of investing. We maintain this engagement throughout the life of our investment. We take pride in our level of engagement with companies. Our brand, as well as extensive analytical resource aZords us the ability to regularly engage on all aspects of corporate strategy. Positioning in the market Technology differentiation Scale of market opportunity Competitive landscape Management breadth, depth & experience Strength of existing nancing syndicate Prospective nancing needs Underlying modelling assumptions Exit route, options & plan Proposed terms & valuation ![]() Schroder British Opportunities Trust plc Annual Report and Financial Statements 2026 20 #### Section 1: Strategic Report Country of incorporation (of underlying Total Quoted/ holding where Industry Fair value investments Holding unquoted applicable) Sector £’000 % ## Investment Portfolio As at 31 March 2026 Equities Expana 1 Unquoted United Kingdom Software 8,623 10.8 Arrive (formerly EasyPark) 1 Unquoted Sweden Software 8,040 10.0 Pirum Systems 1 Unquoted United Kingdom Software 7,322 9.1 CFC Underwriting 1 Unquoted United Kingdom Insurance 6,727 8.4 Cera Care Unquoted United Kingdom Health Care Technology 6,184 7.7 CSL 1 Unquoted United Kingdom IT Services 5,943 7.4 Acturis 1 Unquoted United Kingdom Software 5,777 7.2 Culligan 1 Unquoted United Kingdom Diversi ed Consumer Services 5,623 7.0 JMG 1 Unquoted United Kingdom Financial Services 4,723 6.0 Rapyd Financial Network 1 Unquoted United Kingdom IT Services 4,042 5.0 HeadFirst 1 Unquoted Netherlands Human Resource Technology 2,574 3.3 Watches of Switzerland Group Quoted United Kingdom Specialty Retail 1,700 2.1 SSP Quoted United Kingdom Hotels, Restaurants & Leisure 967 1.2 On the Beach Group Quoted United Kingdom Hotels, Restaurants & Leisure 888 1.1 Learning Curve 1 Unquoted United Kingdom Diversi ed Consumer Services 882 1.1 Trustpilot Quoted United Kingdom Interactive Media & Services 688 0.9 Bytes Technology Quoted United Kingdom Software 347 0.4 Victorian Plumbing Quoted United Kingdom Specialty Retail 295 0.4 Warpaint London Quoted United Kingdom Personal Care Products 174 0.2 Total equities 71,519 89.3 Money market funds Schroder Special Situations – Sterling Liquidity Plus Fund Quoted Luxembourg Collectives – SICAV 8,582 10.7 Total money market funds 8,582 10.7 Total investments 2 80,101 100.0 1 The fair value disclosed for the following investments represents the Company’s investment in an intermediary vehicle: Expana (held via Synova Merlin LP) Rapyd Financial Network (held via Target Global Fund) Pirum Systems (held via Bowmark Investment Partnership LP) Culligan (held via Epic-1b Fund) Easypark (held via Purple Garden Invest (D) AB) CFC Underwriting (held via Vitruvian Investment Partnership LLP) Learning Curve (held via Agilitas Boyd 2020 Co-invest Fund) Head rst (held via ILC HF 2 C.V. Fund) Acturis (held via Astorg VII Co-Invest Lithium Fund) CSL held via ECI 12 Special Purpose Limited partnership JMG held via Synova Jove Limited partnership 2 Total investments comprise: £’000 % Unquoted 66,460 83.0 Quoted on FTSE 250 3,702 4.6 Collective investment scheme – money market instruments 8,582 10.7 Listed on AIM 469 0.6 Quoted on FTSE All Share 888 1.1 Total Investments 80,101 100.0 ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 21 #### Section 1: Strategic Report ## The Company #### Purpose, values, and culture Purpose The Company’s purpose is to provide all investors with access to high quality private equity companies, which are predominantly based in the UK and are focused on sustainable growth, resulting in long-term shareholder value, in line with the investment objective. The Board’s focus is on long-term growth rather than providing shareholders with dividend income. Culture For an externally managed investment trust, the Company’s culture re ects the values and behaviours that guide how the Board manages relationships and how Directors discharge their duties. This includes eDective oversight of key service providers, constructive engagement with shareholders and robust decision-making in the best interests of the Company and its stakeholders. Further detail is provided on page 25 in the section 172 statement. AsLthe Company has no employees and acts through its service providers, those service providers are expected to operate consistently with the Company’s culture and values. The Board encourages a culture of constructive challenge with all key suppliers and transparency with all stakeholders. Values The Company’s culture is driven by its values: ethics, integrity, and transparency, with collegial behaviour and constructive, robust challenge. The values are all centred on achieving returns for shareholders in line with the Company’s investment objective. AsLall of the Directors are shareholders in the Company, the Directors’ interests are aligned with those of other shareholders in this regard. The Board is responsible for promoting strong relationships with the Investment Manager and other service providers, as well as maintaining constructive relationships with shareholders, in order to promote their best interests. #### Business model The Company carries on business as an investment trust. Its shares are listed and admitted to trading on the main market of the London Stock Exchange. It has been approved by HM Revenue & Customs as an investment trust in accordance with section 1158 of the Corporation Tax ActL2010, by way of a one-oD application and it is intended that the Company will continue to conduct its aDairs in aLmanner which will enable it to retain this status. The Company is domiciled in the UK and is an investment company within the meaning of section 833 of the Companies Act 2006. The Company is not a “close” company for taxation purposes. The Company is a listed investment trust, that has outsourced its operations to thirdLparty service providers. The Company’s strategy is to meet its investment objective to deliver long-term returns throughout the life of the Company by investing in aLprivate equity portfolio of predominantly UK companies. On 9LSeptember 2025, the Company received shareholder approval to change the investment policy and bring forward the continuation vote to early 2027. The Board has appointed the Investment Manager, Schroder Unit Trusts Limited, to implement the investment strategy and to manage the Company’s assets in line with the appropriate restrictions placed on it by the Board, including limits on the type and relative size of holdings which may be held in the portfolio and on the use of gearing, cash, derivatives and other nancial instruments as appropriate. The terms of the appointment are described more completely in the Directors’ Report including delegation to the Investment Manager. The Investment Manager also promotes the Company using its sales and marketing teams. The Board and Investment Manager work together to deliver the Company’s investment objective, as demonstrated in the diagram below. • Set objectives, strategy and KPIs • Appoints the Investment Manager and other service providers to achieve objectives • The Investment Manager implements the investment strategy by following an investment process • Supported by strong research and risk environment • Regular reporting and interaction with the Board The Board is focused on ensuring that: • the Company remains attractive to investors • the fees and ongoing charges remain competitive • Marketing and sales capability of the Investment Manager • Support from the corporate broker with secondary market intervention to support discount/ premium management • Portfolio and risk management • Achievement of KPIs • Use of gearing • Discount/premium and liquidity management through share issuance and repurchase Strategy Oversight Promotion Investment Competitiveness SHAREHOLDER VALUE Board ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 22 #### Section 1: Strategic Report Continuation vote In accordance with the Company’s revised investment policy, approved by shareholders at the General Meeting held on 9 September 2025, a resolution will be put to shareholders concerning the continuation of the Company at a General Meeting to be held in early 2027. The continuation vote will be in the form of aLresolution for the Company to enter an orderly managed wind-down and return capital to shareholders. The continuation vote will operate on the same voting basis as the resolution previously scheduled for 2028, such that the resolution will be passed provided that any single vote is cast in favour. Ahead of the General Meeting, the Board intends to consult with major shareholders on their interest to consider any alternative arrangements which would involve the Company amending its Articles of Association to continue operating in the ordinary course. If the resolution is passed, the Investment Managers will continue to manage the Company during the wind-down period and the Board will seek to return capital to shareholders in the most e?cient manner practicable. Given the nature of the Company’s private equity holdings, it is expected that the majority of portfolio investments will need to be held for a minimum of ve years in order to realise their potential value. #### Investment objective and investment policy Investment objective The Company’s investment objective is to deliver long-term total returns throughout the life of the Company by investing in aLdiversi ed portfolio of private equity investments in predominantly UK Companies. “UK Companies” means companies which are incorporated, headquartered or have their principal business activities in the United Kingdom, and companies headquartered outside the United Kingdom which derive, or are expected to derive, aLsigni cant proportion of their revenues or pro ts from the United Kingdom. Investment policy The Company will invest in a diversi ed portfolio of private equity investments consisting predominantly of UK Companies which the Company’s investment manager (the “Investment Manager”) believes have strong long-term growth prospects. “Private equity investments” mean any investments in any of the following categories (a), (b), (c) and (d) below (although it is envisaged that the Company will predominantly focus on those of an equity and/or quasi-equity nature as set out under categories (a) and (b) below): (a) shares in companies and other securities/units/interests equivalent to shares in companies, partnerships (including limited partnership interests) or other entities, which, in each case, are not listed or quoted at the time of investment; (b) securities, derivatives or other instruments giving the right to acquire or sell any of the shares/securities/units/interests referred to in (a) above, including without limitation warrants, options, futures, contingent value rights, convertible bonds, convertible loan notes, convertible loan stocks or convertible preferred equity; (c) preference shares issued by an issuer referred to in (a) above; and (d) Ldebt-based investments not otherwise covered above, including loan stock, payment-in-kind instruments and shareholder loans. It is anticipated that the Company’s portfolio will typically consist of companies with an equity value between approximately £50 million and £2 billion at the time of initial investment. #### Investment restrictions and spread of investment risk Investment restrictions The Company will invest and manage its assets with the object of spreading risk through the following investment restrictions: • no more than 15% of net asset value (“NAV”) may be invested in any investee company; • no more than 20% of NAV may be invested in investee companies which are not UK Companies; • the Company may not take a controlling stake in any investee company, whether directly or indirectly; • the Company may own no more than 20% of the enterprise value of any investee company; and • the Company will not invest more than 10% in aggregate of gross assets in other listed closed-ended investment funds, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed- ended investment funds. Additionally, in any event, the Company will itself not invest more than 15% of its gross assets in other investment companies or investment trusts which are listed on the O?cial List of the Financial Conduct Authority. Each of the above restrictions will be calculated at the time of commitment. Where the Company makes investments through one or more special purpose vehicles, owned in whole or in part by the Company or one of its a?liates (being an a?liate of, or person a?liated with, the Company, including a person that directly, or indirectly through one or more intermediate holding companies, controls or is controlled by, or is under common control with, the Company), the investment restrictions will be applied on a look-through basis. Where the calculation of an investment restriction requires an analysis of underlying investments held by a fund in which the Company is invested, such calculation will be based on the information reasonably available to the Investment Manager at the relevant time. The Company will not be required to dispose of any investment or to rebalance the portfolio as a result of a change in the respective valuations of its assets. However, the Investment Manager will regularly monitor the Company’s portfolio and make adjustments from time to time in light of the above restrictions. Borrowing policy The Company may, from time to time, use borrowings for investment and e?cient portfolio management purposes. Gearing will not exceed 10% of NAV calculated at the time of drawdown of the relevant borrowing, except that there will be no recalculation where a facility is renewed, varied or replaced, and that there will be no re-calculation at the time of a subsequent drawdown under the same facility, provided that the absolute amount of borrowing is not increased at the time of any subsequent renewal, variation, replacement or subsequent drawdown. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 23 #### Section 1: Strategic Report Hedging and derivatives Derivatives may be used for investment purposes, e?cient portfolio management or for currency hedging purposes, although it is not expected that a material proportion of the Company’s investments will be denominated in currencies other than pounds sterling and any such currency exposure will not normally be hedged. Where derivatives are used for investment purposes, the Company does not intend to increase the Company’s gearing in excess of the limits set out in the borrowing policy above, and any restrictions set out in the investment policy shall apply equally to exposure through derivatives. Cash management The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds (“Cash and Cash Equivalents”). There is no limit on the amount of Cash and Cash Equivalents that the Company may hold. However, cash balances will be managed in a manner consistent with the Company’s investment objective, investment policy and continued compliance with the requirements for maintaining investment trust status. As aLresult, there may be periods when the Company holds a signi cant cash position rather than being fully or near fully invested. Cash and Cash Equivalents will be held with approved counterparties and in line with prudent cash management guidelines agreed between the Board of Directors of the Company (the “Board”), the alternative investment fund manager of the Company (the “AIFM”) and the Investment Manager. For the avoidance of doubt, the restrictions set out above in relation to investing in listed closed ended investment funds do not apply to money market type funds. Changes to the investment policy No material change will be made to the investment policy without the approval of the Company’s shareholders by ordinary resolution. Non-material changes to the investment policy may be approved by the Board. In the event of a breach of the investment policy set out above or the investment and gearing restrictions set out therein, the AIFM shall inform the Board without delay, and if the Board considers the breach to be material, noti cation will be made to a Regulatory Information Service. #### Key performance indicators (“KPIs”) The Board reviews performance, using aLnumber of key measures, to monitor and assess the Company’s success in achieving its objective. Further comment on performance can be found in the Chair’s Statement and the Investment Manager’s Review. The following KPIs are used: • NAV performance; • Share price total return; • Share price discount or premium; and • Ongoing charges ratio. All of the KPIs are Alternative Performance Measures. Further details can be found on page 3 and de nitions of these terms on pages 86 and 87. NAV per share total return The Directors regard the Company’s NAV as being the overall measure of value, delivered to shareholders over the long-term. The Company’s NAV per share total return at 31 March 2026 was –3.0% (31LMarch 2025: 0.5%). Since IPO the NAV per share total return has increased by 9.4%. At each meeting, the Board reviews the performance of the portfolio in detail and discusses the views of the Portfolio Managers with them. A full description of performance during the year under review is contained in the Investment Manager’s Review. Share price total return The Directors also regard the Company’s share price total return to be a key indicator of performance. This re ects share price growth of the Company which the Board recognises is important to investors. During the year the Company’s share price total return increased by 0.7% from 69.50p at 31LMarch 2025 to 70.00p at 31LMarch 2026. Since IPO the Company’s share price total return has decreased by 30%. Please refer to the section below for further details on discount management. Share price discount and premium The Board recognises that it is in the interests of shareholders to maintain aLshare price as close as possible to the NAV per share, whilst acknowledging the challenge this brings to a Company with aLsubstantial portfolio of unquoted investments. The Board regularly reviews the level of discount/premium of the Company’s share price to the net asset value per share and considers ways in which share price performance may be enhanced, including the eDectiveness of share buy- backs, where appropriate. The Board also considers that the Company’s xed-life structure is the principal mechanism for addressing the discount over time, by providing shareholders with a de ned realisation route for the portfolio. The Board notes that investment trusts with comparable private equity exposure have continued to trade at similarly wide discounts, notwithstanding the range of discount management measures they have adopted. The discount at which the Company’s shares traded to NAV narrowed during the year from 37.1% at 31LMarch 2025 to 34.7% at 31 March 2026. Ongoing charges The Company monitors operating expenses on a regular basis. The ongoing charges at 31 March 2026 were 1.29% (31LMarch 2025: 1.50%). The calculation is shown in the de nition of terms and alternative performance measures on pages 86 andL87. The Board seeks to manage and where possible to improve the ongoing charges ratio and to this end the Management Engagement Committee regularly reviews its service provider fee rates. #### Corporate and social responsibility The Board recognises the Company’s duty with respect to corporate and social responsibility and engages with its outsourced service providers and other stakeholders to safeguard the Company’s interests. Diversity policy The Board has adopted a diversity and inclusion policy which seeks to promote diversity of gender, social and ethnic backgrounds, cognitive, and personal strengths. The Board recognises the value of diversity and when considering new appointments, the Board endeavours to ensure that it has the capabilities required to be eDective and oversee the Company’s strategic priorities. This includes an appropriate range, balance and diversity of skills, experience, and knowledge. The Company is committed to ensuring that any vacancies arising are lled by the best quali ed candidates and appointments will always be made on merit alone. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 24 #### Section 1: Strategic Report Statement on Board diversity – gender and ethnic background The Board has made a commitment to consider diversity when reviewing its composition of the Board and notes the Listing Rules requirements (UK LR 6.6.6(9) and (10)) regarding the targets on Board diversity: • at least 40% of individuals on the Board are women; • at least one senior Board position is held by a woman; and • at least one individual on the Board is from a minority ethnic background. The FCA de nes senior Board positions as Chair, Chief Executive O?cer (“CEO”), Chief Financial O?cer (“CFO”) or Senior Independent Director (“SID”). As an investment trust with no executive o?cers, the Company has no CEO or CFO. The Board has chosen to align its diversity reporting reference date with the Company’s nancial year end and proposes to maintain this alignment for future reporting periods. As at 31 March 2026, the Company met two of the three criteria, including the target in relation to the number of women on the Board and for at least one senior Board position to be held by a woman. The target for at least one individual on the Board to be from a minority ethnic background was not met, and the Board is conscious that while the Directors are all independent and have a diverse range of views and experience, given the Board’s small size, achieving all diversity targets set out in the Listing Rules can be challenging. The Board remains committed to improving diversity and intends to take account of the ethnic minority target in future succession planning. The Directors do not consider it to be in shareholders’ best interests to increase the size of the Board solely to meet this target. The below tables set out the gender and ethnic diversity composition of the Board as at 31 March 2026. The data was collected via self-reporting by the Directors. Number of Number of Percentage senior positions 1 Gender identity Board members of the Board on the Board Men 2 50% 1 Women 2 50% 1 Not speci ed/prefer not to say – – – Number of Number of Percentage senior positions 1 Ethnic background Board members of the Board on the Board White British or other White (including minority-white groups) 4 100% 2 Mixed/Multiple Ethnic Groups – – – Asian/Asian British – – – Black/African/Caribbean/Black British – – – Other ethnic group, including Arab – – – Not speci ed/prefer not to say – – – 1 The Company considers the positions of Chair of the Board and the SID to be senior positions. The Chair of the Board position is held by Justin Ward and the SID position is held by Diana Dyer Bartlett. Financial crime policy The Company continues to be committed to carrying out its business fairly, honestly, and openly operates a nancial crime policy covering bribery and corruption, tax evasion, money laundering, terrorist nancing and sanctions, as well as seeking con rmations that the Company’s service providers’ have the appropriate policies in place. Modern Slavery Act 2015 As an investment trust, the Company does not provide goods or services in the normal course of business and does not have customers. Accordingly, the Directors consider that the Company is not required to make any slavery or human tra?cking statement under the Modern Slavery ActL2015. Greenhouse gas emissions and energy usage As the Company outsources its operations to third parties, it has no signi cant greenhouse gas emissions and energy usage to report. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 25 #### Section 1: Strategic Report ## Stakeholder Engagement – Section 172 Report Shareholders How the Board engaged All shareholders are invited to attend the AGM which is an opportunity for the Board and Investment Manager to present on the Company’s performance, future plans and prospects. It also allows shareholders the opportunity to meet with the Board and Investment Manager and raise questions and concerns. The AGM was held in person in 2025 and the Board, along with the Investment Manager, look forward to meeting and interacting with shareholders at the forthcoming AGM in September 2026. The Company’s webpages host the Annual and Half Year Reports. The Company publishes quarterly factsheets which are available on the Company’s webpages along with the opportunity to view past webinars and sign up to receive a newsletter to receive regular updates on the Company. The Chair of the Board met with the Company’s major shareholders during the year and since the year end. Prior to the General Meeting in September 2025, a shareholder consultation exercise took place regarding the Board’s proposal to amend the Company’s investment policy and bring forward the date of the continuation vote. The Investment Manager engaged with a number of its investors during the year and regular feedback was provided to the Board. A number of promotional activities were undertaken during the year including Portfolio Manager interviews, webinars, and coverage in key publications. The importance of engagement Regular communication with existing and prospective shareholders ensures that the Board is cognisant of investor priorities and addresses any concerns raised. Clear communication of the Company’s strategy and performance against its investment objective can help maintain demand for the Company’s shares and promote an investor base that is interested in a long-term holding in the Company. Section 172 of the Companies Act 2006 states that: a Director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following six items: • The likely consequences of any decision in the long term; • The interests of the Company’s employees; • 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. During the year, the Board discharged its duty under section 172 of the Companies Act 2006 to promote the success of the Company for the bene t of its members as a whole, having regard to the interests of its stakeholders. The Board has identi ed its key stakeholders as the Company’s shareholders, the Investment Manager, other service providers, and the investee companies. The Board takes a long-term view of the consequences of its decisions, and aims to maintain a reputation for high standards of business conduct and fair treatment among the Company’s shareholders. The Board notes that the Company has no employees and the impact of its own operations on the environment and local community is through the impact its service providers or investee companies have. Ful lling this duty naturally supports the Company in achieving its investment objective and helps to ensure that all decisions are made in a responsible way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Directors explain below how they have individually and collectively discharged their duties under section 172 of the Companies Act 2006 over the course of the year and key decisions made during the year and related engagement activities. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 26 #### Section 1: Strategic Report The Investment Manager Other service providers Investee companies How the Board engaged The Board maintains a constructive relationship with the Investment Manager, encouraging open discussion and recognising that the interests of shareholders and the Investment Manager are aligned. The Board invites the Investment Manager to attend all Board meetings and receives regular reports on the performance of the investments and the implementation of the investment strategy, policy, and objective. The portfolio activities undertaken by the Investment Manager and the impact of decisions aDecting investment performance are set out in the Investment Manager’s Review on pages 6 to 10. The Management Engagement Committee reviews the performance of the Investment Manager, its remuneration, and the discharge of its contractual obligations at least annually. The Board held various strategic meetings at which the Board and Investment Manager discussed key issues outside the normal Board reporting framework including the strategic direction of the Company. The importance of engagement The Investment Manager is the most signi cant service provider of the Company, and a description of its role can be found in the Investment Manager’s Review on pages 6 to 10. The Investment Manager’s performance is critical for the Company to deliver its investment strategy successfully and meet its objective to achieve long-term capital growth through investing in a diversi ed portfolio of private equity investments in predominantly UK Companies. Engagement with the Company’s Investment Manager is necessary to review whether it is achieving the Company’s objectives and adhering to the Company’s policies and to understand the risks and opportunities. How the Board engaged Under delegated authority from the Board, the Management Engagement Committee reviewed all material third party service providers, other than the auditor which was reviewed by the Audit and Risk Committee. During the year the Board considered the potential bene ts of changing the Company’s provider of depositary and custodian services. The Board met with and reviewed J.P. Morgan Europe Limited and agreed that it was in the best interests of the Company to change provider to J.P. Morgan Europe Limited with eDect from 5 September 2025. The Board considered the ongoing appointments of its other service providers to be in the best interests of the Company and its shareholders as a whole and will continue to monitor their progress in the year ahead. The importance of engagement The Company is a listed investment trust, that has outsourced its operations to third party service providers. To ensure the smooth operation of the Company, the Board engages with key service providers to ensure they are delivering their services in line with their contractual obligations. How the Board engaged The Investment Management team holds face-to-face and/or virtual meetings with the management teams of investee companies (and, in the case of co-investments, with the general partner) to understand current trading and business prospects, and to ensure that the team’s investment principles and approach are understood. The Investment Manager has discretionary power to exercise the Company’s voting rights on resolutions proposed by the investee companies within the Company’s portfolio. The Investment Manager reports to the Board on stewardship (including voting) issues and the Board will question the rationale for voting decisions made. By active engagement and exercising voting rights, the Investment Manager actively works with companies to improve corporate standards, transparency, and accountability. The importance of engagement As an investment trust the Company does not have any trading activity and has an outsourced business model. The Company has no direct social, community, or environmental responsibilities. However, the Board monitors activities of investee companies through its delegation to the Investment Manager. Gaining a deeper understanding of the investment companies and their strategies, as well as how they incorporate consideration of ESG factors into the investment process, assists in understanding and mitigating risks of investments as well as identifying future potential opportunities. The Board also considers the Investment Manager’s stewardship activities to satisfy itself that appropriate monitoring and engagement with investee companies is being undertaken. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 27 #### Section 1: Strategic Report Examples of stakeholder consideration and key decisions: • Following a shareholder consultation process and the successful passing of both resolutions at the General Meeting on 9 September 2025, the Company’s investment objective and policy, and the Articles of Association were successfully changed. It was the view of the Board that the private equity portion of the portfolio oDered a better opportunity set in the current environment. • Resolving that the ongoing appointment of the Manager on the terms of the AIFM agreement, including the amendments to the terms of the performance fee, was in the best interests of shareholders as a whole. • Appointing J.P. Morgan Europe Limited as the Company’s provider of depositary and custodian services, after considering how the potential bene ts would best serve the Company’s interests and provide cost savings. The transition commenced on 5 September 2025. • The Audit and Risk Committee considered the audit provision for the Company and decided to undertake a competitive tender process and, in January 2026, announced the appointment of Johnston Carmichael LLP as the Company’s sole auditor for the nancial year ending 31 March 2026, which is expected to deliver signi cant cost savings. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 28 #### Section 1: Strategic Report ## Risk Report At least bi-annually, the Audit and Risk Committee carries out a robust assessment of the principal and emerging risks which feeds into the Company’s risk register. Mitigations, the scoring of each risk, and any emerging risks are discussed in detail as part of this process to ensure that emerging as well as known risks are identi ed and, so far as practicable, mitigated. This system assists the Board in determining the nature and extent of the risks it is willing to take in achieving the Company’s strategic objectives. The above is considered, noting that the Company has no employees and has delegated all operations to third party service providers. Risk assessment and internal controls review by the Board Risk assessment includes consideration of the scope and quality of the systems of internal control operating within key service providers, and ensures regular communication of the results of monitoring by such providers to the Audit and Risk Committee, including the incidence of signi cant control failings or weaknesses that have been identi ed at any time and the extent to which they have resulted in unforeseen outcomes or contingencies that may have a material impact on the Company’s performance or condition. The internal control environment of the Investment Manager, the Depositary, and the Registrar are tested annually by independent external auditors. The reports are reviewed by the Audit and Risk Committee. Although the Board believes that it has aLrobust framework of internal control in place, this can provide only reasonable, and not absolute, assurance against material nancial misstatement or loss and is designed to manage, not eliminate, risk. Actions taken by the Board and, where appropriate, its Committees, to manage and mitigate the Company’s principal and emerging risks and uncertainties are set out in the table below. During the year, the Board discussed and monitored a number of risks that could potentially impact the Company’s ability to meet its strategic objectives. The Board receives updates from the Investment Manager, Company Secretary, and other service providers on emerging risks that could aDect the Company. The Board was mindful of the evolving global environment during the year; and the risks posed by volatile markets; geopolitical uncertainty; and in ation and interest rates levels which could aDect the asset class. No signi cant control failings or weaknesses were identi ed from the Audit and Risk Committee’s ongoing risk assessment throughout the nancial year and up to the date of this Annual Report. Actions taken by the Board and, where appropriate, its Committees, to manage and mitigate the Company’s principal risks and uncertainties are set out in the table below. The “Change” column on the right highlights at a glance the Board’s assessment of any increases or decreases in risk during the year after mitigation and management. The arrows show the risks as increased, decreased, or unchanged. The Board, through its delegation to the Audit and Risk Committee, is responsible for establishing a process for identifying, managing, and monitoring emerging and principal risks of the Company and monitoring the Company’s financial internal control systems. The Board has adopted a detailed matrix of principal risks affecting the Company’s business as an investment trust and has established associated policies and processes designed to manage and, where possible, mitigate those risks, which are regularly monitored by the Audit and Risk Committee. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 29 #### Section 1: Strategic Report Risk Mitigation and management Change Strategic Investment objective and promotion Company lifespan Market Market volatility Change of regulation Following the approval of the proposals put to shareholders at the General Meeting held on 9 September 2025, the managed wind-down resolution has been brought forward to early 2027. The private equity Portfolio Managers have extensive experience and a track record of accurately timing the exits of private equity investments. The previous Articles of Association of the Company required the Directors to put forward, at a General Meeting of the Company to be held in the year 2028 but in any event no later than 31LMay 2028, a winding-up resolution to place the Company into voluntary liquidation, unless alternative proposals had been approved by shareholders. Under the adoption of the new investment policy, shareholders will vote on the continuation of the Company in the rst quarter of 2027, with the same weighted voting provisions as that provided for by the 2028 resolution. It could take several years until all of the Company’s private equity investments are disposed of and any nal distribution of proceeds made to shareholders. The appropriateness of the Company’s investment remit is regularly reviewed and the Board monitors the success of the Company in meeting its stated objectives. Shareholders approved resolutions at the General Meeting on 9 September 2025 to change the Company’s investment objective and bring forward the continuation vote to early 2027. This change was designed to address the underperformance of the public equity sleeve and maximise shareholder returns by having a fully private equity portfolio of companies and giving shareholders the option for an earlier return of capital. The Company’s investment objective may become out of line with the requirements of investors, or the Company’s investment strategy may not be executed well or may not be su?ciently diDerentiated from other products resulting in the Company being subscale and shares trading at aLdiscount. The Investment Manager adopts an active management approach and focuses on sustainable businesses capable of generating long-term returns for shareholders. The Board receives quarterly reports from the Investment Manager on the performance of the Company’s investments and the market outlook. In September 2025, the Company changed its investment objective to address the shortfall in the performance of the public sleeve. Underlying investee companies within the Company’s portfolio may experience uctuations in their operating results due to uctuations in the market or general economic conditions (including changes to interest rates, in ation, geopolitics, AI risk, and ESG related regulations, including those related to climate change). These would in turn aDect the performance of the Company. InLaddition, market pricing risk and changes in supply and demand for a company’s shares can aDect the valuation of both the Company and investee company share prices. The Board and Investment Manager monitor proposed changes to tax rules. The Company bene ts from the current exemption for investment trusts from UK tax on chargeable gains. Any change to HMRC’s rules or taxation of investee companies could aDect the Company’s ability to provide returns to shareholders. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 30 #### Section 1: Strategic Report Risk Mitigation and management Change Operational Valuation Liquidity NAV discount Key person Contracts are drafted to include obligations to provide information with regard to investee companies in a timely manner, where possible. Schroders Capital has an extensive track record of valuing privately held investments. The Company’s Valuations Committee reviews all valuations of unquoted investments on a quarterly basis and the Audit and Risk Committee challenges valuation methodologies. The consideration of ESG factors (including climate change) is integrated into the investment process and reported at Board meetings. Private equity investments are generally less liquid and more di?cult to value than publicly traded companies. ALlack of open market data and reliance on investee company projections may also make it more di?cult to estimate fair value on aLtimely basis. Failure by the Investment Manager to identify factors aDecting the sustainability of an investee company, given their private nature, could lead to the Company’s shares being less attractive to investors as well as potential valuation issues in the underlying investee company. The Company’s investment policy now focuses on private equity holdings resulting in them representing a larger proportion of the portfolio. Concentration limits are imposed on single investments to minimise the size of positions, giving consideration to sector concentration. The Investment Manager considers liquidity risk when selecting investments. The Investment Manager will seek to manage cash ow such that the Company will be able to participate in follow up fundraisings where appropriate. The Board receives quarterly reports from the Investment Manager on the portfolio’s liquidity. Liquidity risks include those risks resulting from holding private equity investments as well as not being able to participate in follow-on fundraises through lack of available capital which could result in dilution of an investment. The Board considers the Company’s xed-life structure to be the principal mechanism for addressing the discount, which remains prevalent across investment trusts with private equity exposure. InLearly 2027, shareholders will have the opportunity to vote on the future of the Company, including whether it should enter aLmanaged wind-down in the absence of alternative arrangements. In order to consider aLbuyback, the Board would need to take into account relevant factors and circumstances at the time. The Board monitors marketing and distribution activity regularly. The Company’s shares may not trade in line with NAV, depending on factors such as supply and demand for the Company’s shares, market conditions and general investor sentiment. If the Board adopts buybacks to help to manage the discount, this could reduce the Company’s NAV and increase the Company’s OCR. The Board regularly considers key person risk and seeks assurances concerning the depth of expertise of the investment management teams which manage the Company’s portfolio. The Board receives assurances from the Investment Manager regarding the Investment Manager’s incentive arrangements and succession planning. The Company’s investment portfolio is managed by the Portfolio Managers and, in particular, is led by a small number of key individuals. Loss of a Portfolio Manager could aDect performance and market sentiment leading to a widening discount of the share price compared with the NAV. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 31 #### Section 1: Strategic Report Risk Mitigation and management Change Operational Reliance on key service providers Emerging risk Experienced third party service providers are employed by the Company under appropriate terms and conditions and with agreed service level speci cations. Engagement agreements include clauses which set out the notice periods for termination. The Board receives regular reports from its service providers and the Management Engagement Committee reviews the performance of key service providers at least annually, other than the performance of the Company’s external auditor, which is reviewed by the Audit and Risk Committee. The Audit and Risk Committee reviews reports on the external audits of the internal controls of certain key service providers. The Company has no employees and the Directors have been appointed on aLnon-executive basis. The Company is therefore reliant upon the performance of third-party service providers. Failure of any of the Company’s service providers to perform in accordance with the terms of its appointment, to protect against breaches of the Company’s legal and regulatory obligations such as data protection, orLto perform its obligations at all as aLresult of insolvency, fraud, breaches of cyber security, failures in business continuity plans or other causes, could have a material detrimental impact on the operation of the Company. Key service providers perform services that are integral to the operation of the Company and any of the Company’s service providers could terminate their contract. As reported in the Chair’s statement and the Investment Manager’s Report, there is much uncertainty as to the risks and opportunities associated with developments in arti cial intelligence (“AI”). In the year ended 31 March 2026, this has aDected some of the market comparables used to value many of the Company’s investments with resulting impact on investee company valuations. Furthermore, whilst the Investment Manager expects AI to create opportunities for most portfolio companies, the Investment Manager nevertheless notes that there are always some risks relating to any new technological development. ![]() Schroder British Opportunities Trust plc9Annual Report and Financial Statements 2026 32 #### Section 1: Strategic Report ## Viability Statement and Going Concern Viability statement On 9 September 2025, shareholders approved a change to the Company’s investment objective and policy to focus entirely on minority investments in private companies and resolved to bring forward the date at which a continuation vote (aL“winding-down resolution”) is required to be put to shareholders from early 2028 to early 2027, if no alternative arrangements are approved by shareholders beforehand. At the date of this report, there is uncertainty as to whether alternative arrangements will be put to shareholders, such that the external auditor’s opinion notes the material uncertainty as to whether the Company will continue in operation as a going concern. In the event that shareholders pass a resolution to wind up the Company, a managed winding up will be incepted by the Board, under which the Company’s assets will be disposed of in an e?cient manner and the proceeds will be distributed to shareholders; this process may take several years. The Directors have elected to continue to assess the viability of the Company over aL ve year period, notwithstanding the potential forthcoming continuation vote. The Board believes that a period of veLyears re ects a suitable time horizon for the investment cycle of private equity and the longer-term view taken by the Investment Manager and investors; this period is in line with the Company’s Key Information Document. As mentioned above, even if shareholders resolve that the Company should be wound up, the orderly winding up may take several years, and accordingly the ve year assessment period is of equal relevance. Accordingly, this statement assesses the Company’s viability over the ve years ending 31LMarch 2031, taking into account the Company’s position at 31 March 2026 and the potential impact of the principal risks and uncertainties it faces for the review period. This is further detailed in the Chair’s Statement, Investment Manager’s Review, and Principal Risks and Uncertainties sections of this report. As an investment trust, the Company is entitled to bene cial treatment with regard to chargeable gains. Any changes to these taxation arrangements could aDect the viability of the Company to act as an eDective investment vehicle. In their assessment of the prospects for the Company over the next ve years, the Board has assumed that the Company will continue to meet the requirements to retain its status as an investment trust and either: • the business model of a closed ended investment company and the Company’s performance will be su?ciently attractive that investors wish the Company to continue in operation; or • the Company has embarked on aLmanaged winding-up involving an orderly disposal of the Company’s assets and a return of capital to shareholders. The Directors have considered each of the Company’s principal risks and uncertainties and emerging risks detailed on pages 29 to 31. In line with FRS102, investments are recorded at fair value, which for the Company are quoted bid prices for investments in active markets at the statement of nancial position date and therefore re ect market participants’ views of emerging risks on the investments held. For private equity valuations, market comparables are used which take into account the risks aDecting similar investments. The Directors have also prepared nancial projections covering the next ve years as follows: • assuming shareholders have resolved to defer the continuation vote, the business continues in its current form along with sensitivity analysis to assess the impact of a signi cant fall in equity markets on the value of the Company’s investment portfolio: • assuming shareholders have resolved to wind up the Company, an orderly winding-up is commenced based on the Investment Manager’s estimates of likely realisation opportunities for the Company’s minority private investments. Having considered all the Company’s resources, strategy, risks and probabilities, the Board has a reasonable expectation that the Company will continue to operate and meet its liabilities as they fall due, over the next ve years. Going concern The nancial statements have been prepared on a going concern basis. At the General Meeting of the Company held on 9 September 2025, the Company changed its investment objective and policy such that they are now focused entirely on minority investments in private companies. At the same time, the Board agreed to amend the Company’s Articles so as to bring forward proposals to allow shareholders to vote, in the rst quarter of 2027, on the continuation or winding-down of the Company. The Articles provide that voting on the “winding down resolution” will be enhanced such that, provided any single vote is cast in favour, the winding-down resolution will be passed. Unless alternative arrangements are agreed by shareholders, this shareholder vote will take place within 12 months of the date of approval of this Annual Report and Financial Statements. As such, there is material uncertainty as to whether the Company will continue in business or enter into aLmanaged wind down involving an e?cient disposal of all the Company’s assets and a return of capital to shareholders. For this reason, the audit opinion in the external auditor’s report on pages 56 to 60 refers to this material uncertainty. Notwithstanding this uncertainty, the Directors believe that the Company has adequate resources to continue operating and to meet its debts as they fall due for the period to 31 July 2027, which is at least 12 months from the date of approval of these nancial statements. In forming this opinion, the Directors have taken into consideration: the controls and monitoring processes in place; the Company’s assets, substantial cash and liquidity fund investments and its liabilities as well as the level of operating expenses. In forming this opinion, the Directors have also considered the Company’s principal and emerging risks. As a vote not to continue in business would lead to a managed winding up, the disposal of the Company’s assets would be on an orderly basis and the Directors believe that no material adjustments would be required to the carrying value of the Company’s assets in this Annual Report and Financial Statements, even if the going concern basis was not adopted. By order of the Board Schroder Investment Management Limited Company Secretary 13 July 2026 ![]() ![]() Schroder British Opportunities Trust plcDAnnual Report and Financial Statements 2026 34 #### Section 2: Governance ![]() Schroder British Opportunities Trust plcDAnnual Report and Financial Statements 2026 35 ## Section 2: Governance Board of Directors 36 Directors’ Report 38 Audit and Risk Committee Report 42 Management Engagement Committee Report 46 Nomination and Remuneration Committee Report 47 Valuations Committee Report 49 Directors’ Remuneration Report 50 Statement of Directors’ Responsibilities 53 #### Section 2: Governance ![]() Schroder British Opportunities Trust plcDAnnual Report and Financial Statements 2026 36 #### Section 2: Governance ## Board of Directors #### Justin Ward Chair of the Board and the Nomination and Remuneration Committee Length of service: appointed as a Director in July 2024. Experience: Justin is a Chartered Accountant with considerable investment experience and is a private equity specialist. He led and managed growth equity and private equity buyout transactions at CVCKCapital Partners and as a partner at Hermes Private Equity and Bridgepoint Development Capital. He is an active angel investor and has served on the Board of aKnumber of private companies as aKnon-executive Director. Justin is currently aKnon-executive Director and Chair of the Investment Committee at Gresham House Income & Growth VCT plc and a non-executive Director and Chair of the Audit Committee at Hargreave Hale AIM VCT plc. Areas of expertise: Justin’s experience as a Chartered Accountant and as a private equity specialist, combined with his leadership in managing signi cant growth equity, and buyout transactions and portfolios, makes him a valuable member of the Board. Committee membership: Audit and Risk, Management Engagement, Valuations, and Nomination and Remuneration (Chair). Current remuneration: £46,250 per annum. Number of shares held: 40,691. 1 #### Diana Dyer Bartlett Senior Independent non-executive Director and Chair of the Audit and Risk Committee Length of service: appointed as a Director in November 2020. Experience: After qualifying as aKChartered Accountant with Deloitte Haskins & Sells, Diana spent ve years in investment banking with Hill Samuel. Since then she has held aKnumber of executive roles including as Finance Director of various venture capital and private equity backed businesses and listed companies involved in software, nancial services, renewable energy and coal mining. She was also Company Secretary of Tullett Prebon plc and Collins Stewart Tullett plc. Diana was previously Chair of Smithson Investment Trust plc. She is currently Audit Committee Chair of Mid Wynd International Investment Trust plc, and Audit Committee Chair and Senior Independent Director of Mobius Investment Trust plc. Areas of expertise: Diana has a strong nancial background and her experience with both listed and unlisted companies makes her a valuable member of the Board. Committee membership: Audit and Risk (Chair), Management Engagement, Valuations, and Nomination and Remuneration. Current remuneration: £40,500 per annum. Number of shares held: 73,832. 1 #### All Directors are non-executive and independent of the Investment Manager. #### All Directors are members of the Audit and Risk #### Committee, the Valuations Committee, the Management #### Engagement Committee, and the Nomination and Remuneration #### Committee. 1 Shareholdings are as at 31 March 2026. ![]() Schroder British Opportunities Trust plcDAnnual Report and Financial Statements 2026 37 #### Section 2: Governance #### Tim Jenkinson Independent non-executive Director and Chair of the Valuations Committee Length of service: appointed as a Director in November 2020. Experience: Tim is Professor of Finance atKthe Saïd Business School, University of Oxford, Director of the Oxford Private Equity Institute and one of the founders of the Private Equity Research Consortium. Tim’s research has won many awards. He is aKProfessorial Fellow at Keble College, University of Oxford and a Research Associate of the European Corporate Governance Institute. Tim is a partner at the European economic consulting rm Oxera. He has previously held Board positions in PSource Structured Debt Limited, the US nancial services rm DFCKGlobal Corporation and the German utility comparison rm, Verivox GmbH. Areas of expertise: Tim is an experienced researcher and lecturer, teaching courses on private equity, entrepreneurial nance, and valuation. Committee membership: Audit and Risk, Management Engagement, Valuations (Chair), and Nomination and Remuneration. Current remuneration: £40,500 per annum. Number of shares held: 6,609. 1 #### Jemma Bruton Independent non-executive Director and Chair of the Management Engagement Committee Length of service: appointed as a Director in July 2024. Experience: Jemma, an economics graduate from Cambridge and an INSEAD MBA, held aKnumber of senior positions at Goldman Sachs, latterly as Executive Director, Leveraged Finance. She is currently co-managing Director at Salica Investments Advisory LLP (formerly Hambro Perks Advisory LLP), and leads their activities on origination, execution and portfolio management. She has extensive experience in venture investing and nancing and works closely with a number of high growth private companies in the UKKand Europe. Areas of expertise: Jemma’s academic credentials, coupled with her leadership roles, positions her as a key asset to the Board, oIering invaluable expertise in investing and fostering growth among private companies. Committee membership: Audit and Risk, Management Engagement (Chair), Valuations, and Nomination and Remuneration. Current remuneration: £37,500 per annum. Number of shares held: 10,000. 1 1 Shareholdings are as at 31 March 2026. ![]() Schroder British Opportunities Trust plcDAnnual Report and Financial Statements 2026 38 #### Section 2: Governance ## Directors’ Report Directors and o cers Chair The Chair is an independent non-executive Director who is responsible for the leadership of the Board and ensuring its eIectiveness in all aspects of its role. The Chair’s other signi cant commitments are detailed on page 36. Senior Independent Director (“SID”) The SID acts as a sounding board for the Chair, meets with major shareholders as appropriate, provides a channel for any shareholder concerns regarding the Chair and takes the lead in the annual evaluation of the Chair by the independent Directors. Company Secretary Schroder Investment Management Limited provides company secretarial support to the Board and is responsible for assisting the Chair with Board meetings and advising the Board with respect to governance. The Company Secretary also manages the relationship with the Company’s service providers, except for the Investment Manager. Committees In order to assist the Board in ful lling its governance responsibilities, it has delegated certain functions to Committees. The roles and responsibilities of these Committees, together with details of work undertaken during the year under review, are outlined in the following pages. The reports of the Audit and Risk Committee, Valuations Committee, Management Engagement Committee, and Nomination and Remuneration Committee are incorporated into and form part of the Directors’ Report. Corporate governance statement The Company is committed to high standards of corporate governance and has implemented a framework for corporate governance which it considers to be appropriate for an investment trust. The Financial Conduct Authority (FCA) requires all UK listed companies to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code 2024 (the “UK Code”) issued by the Financial Reporting Council (FRC). The UK Code is available on the FRC’s website: www.frc.org.uk. The Company is a member of the Association of Investment Companies (AIC), which has published its own Code of Corporate Governance to recognise the special circumstances of investment trusts (www.theaic.co.uk) as endorsed by the FRC. The Board has considered the principles and provisions of the 2024 AIC Code of Corporate Governance (the “AIC Code”), which addresses those set out in the UK Code, as well as setting out additional provisions on issues that are of speci c relevance to the Company as an investment trust. The AIC Code also includes an explanation of how the principles and provisions set out in the UK Code are adapted to make them relevant for investment companies. The Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information to shareholders. The Board con rms that the Company has complied with the AIC Code, in so far as they apply to the Company’s business, throughout the year under review. 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 UK Code Provisions: • the role of the chief executive; • executive Directors’ remuneration; • the need for an internal audit function; and • the Chair of the Board not being a member of the Audit Committee. As permitted under the AIC Code, the Chair is a member of the Audit and Risk Committee. An explanation as to why this is considered appropriate is set out in the Audit and Risk Committee Report on pageK42. Role and operation of the Board The Board of Directors, listed on pages 36 and 37, is the Company’s governing body; it sets the Company’s strategy and is collectively responsible to shareholders for the Company’s long-term success. The Board is responsible for appointing and subsequently monitoring the activities of the Investment Manager and other service providers to ensure that the investment objective of the Company continues to be met. The Board also ensures that the Investment Manager adheres to the investment restrictions set by the Board and acts within the parameters setKby it in respect of any gearing. The Strategic Report on pagesK1 toK32 sets out further detail of how the Board reviews the Company’s strategy, risk management, and internal controls and also includes other information required for the Directors’ Report, and is incorporated by reference. A formal schedule of matters speci cally reserved for decision by the Board has been de ned and a procedure adopted for Directors, in the furtherance of their duties, to take independent professional advice at the expense of the Company. The Chair ensures that all Directors receive relevant management, regulatory and nancial information in a timely manner and that they are provided, on a regular basis, with key information on the Company’s policies, regulatory requirements and internal controls. The Board meets at least quarterly and receives and considers reports regularly from the Investment Manager and other key advisers and ad hoc reports and information are supplied to the Board as required. Four Board meetings are usually scheduled each year to deal with matters including: the setting and monitoring of investment strategy; approval of borrowings and/or cash positions; review of investment performance; the level of premium or discount of the Company’s shares to NAV per share and promotion of the Company; and services provided by third parties. Additional meetings of the Board are arranged as required. #### The Directors submit their Annual Report and Financial Statements of the Company for the year ended 31 March 2026. ![]() Schroder British Opportunities Trust plcDAnnual Report and Financial Statements 2026 39 #### Section 2: Governance The Board has approved a policy on Directors’ con icts of interest. Under this policy, Directors are required to disclose all actual and potential con icts of interest to the Board as they arise for consideration and approval. The Board may impose restrictions or refuse to authorise such con icts if deemed appropriate. No Directors have any connections with the Investment Manager, shared directorships with other Directors, or material interests in any contract which is signi cant to the Company’s business. Directors’ attendance at meetings The number of scheduled meetings of the Board and its Committees held during the year and the attendance of individual Directors is shown below. Management Nomination and Audit and Risk Engagement Remuneration Valuations Director Board Committee Committee Committee Committee Justin Ward 4/4 4/4 1/1 1/1 4/4 Diana Dyer Bartlett 4/4 4/4 1/1 1/1 4/4 Tim Jenkinson 4/4 4/4 1/1 1/1 4/4 Jemma Bruton 4/4 4/4 1/1 1/1 4/4 Key service providers The Board has adopted an outsourced business model and has appointed the following key service providers: Investment Manager The Company is an Alternative Investment Fund as de ned by the AIFM Directive and has appointed Schroder Unit Trusts Limited (“SUTL”) as the Investment Manager in line with the terms of an Alternative Investment Fund Manager (“AIFM”) agreement. The AIFM agreement, which is governed by the laws of England and Wales, can be terminated by either party on six months’ notice or on immediate notice in the event of certain breaches or the insolvency of either party. As at the date of this report no such notice had been given by either party. SUTL is authorised and regulated by the FCA and provides portfolio management, risk management, accounting and company secretarial services to the Company under the AIFM agreement. The Investment Manager also provides general marketing support for the Company and manages relationships with key investors, in conjunction with the Chair, other Board members or the Corporate Broker as appropriate. The Investment Manager has delegated investment management, administration, accounting and company secretarial services to another wholly owned subsidiary of Schroders plc, (“SIM”), which delegates certain accounting and administration services to J.P. Morgan Europe Limited, with e I ect from 5 September 2025. The Investment Manager has in place appropriate professional indemnity cover. Private investments are managed by Schroders’ specialist private equity team, Schroders Capital. Schroders Capital has over 20 K years’ experience successfully investing in companies, both directly via direct co-investment and through funds. They manage over £83.1 K billion of assets across several specialist strategies. The Schroders Group manages £814.4 billion (as at 31 March 2026) on behalf of institutional and retail investors, nancial institutions and high net worth clients from around the world, invested in a K broad range of asset classes across equities, xed income, multi-asset and alternatives. Fees payable to the Investment Manager The AIFM is entitled to receive from the Company a management fee calculated and paid quarterly in arrears, on the last Business Day of March, June, September and December, at an annual rate of 0.6% per annum of the quarterly cum income NAV. The AIFM will also be entitled to receive a performance fee, the sum of which will be equal to 15% of the amount by which the “ PE Portfolio Total Return ” at the end of a “ Calculation Period ” exceeds a hurdle of 10% per annum. “ PE Portfolio ” shall mean the Company’s private equity investments and any public equity investments which, at the time of investment, constituted private equity investments. “ PE Portfolio Total Return ” shall mean realised and unrealised gains and losses on the PE Portfolio during the Calculation Period, plus any dividends paid during the Calculation Period, minus any management fee or dealing costs payable in respect of the PE K Portfolio during the Calculation Period, expressed as a K percentage of the time weighted invested capital of the PE K Portfolio. If a performance fee shall be payable in accordance with the above, it shall only be paid in full if the “ Payment Amount ” is greater than the performance fee. “ Listed Value Change ” means the aggregate price increase or decrease attributable to each PE Portfolio Investment in listed shares that are held at the end of the relevant Calculation Period. “ Payment Amount ” means the sum of: (i) aggregate net realised pro ts on PE Portfolio Investments since the start of the relevant Calculation Period; (ii) plus an amount equal to each IPO Unrealised Gain where the IPO of the relevant PE Portfolio Investment takes place during the relevant Calculation Period; (iii) K if Listed Value Change is positive in respect of the Calculation Period, then plus an amount equal to the Listed Value Change or, if Listed Value Change is negative in respect of that Calculation Period, minus an amount equal to the “ Listed Value Change ”; and (iv) plus the aggregate amount of all dividends or other income received from PE Portfolio investments of the Company in that Calculation Period. If the NAV has decreased any accrued performance fee is carried forward and becomes payable in the next period in which the NAV increases. ![]() Schroder British Opportunities Trust plcDAnnual Report and Financial Statements 2026 40 #### Section 2: Governance “Calculation Period” means each nancial period ending on the Company’s accounting reference date, except that: (i) the rst Calculation Period shall be the period commencing on Initial Admission and ending on 30 June 2021; and (ii) the nal Calculation Period shall be the period commencing on the day after the Company’s then accounting reference date and ending on the winding-up date. The accrued performance fee shall only be payable by the Company in respect of a Calculation Period if the Company’s net asset value per share has increased over that Calculation Period. The Company may make private equity investments through underlying investment vehicles in respect of which the AIFM or other members of the Schroders group may receive fees. In such circumstances, the AIFM will not charge any fees to the Company in respect of such investment. In addition, the AIFM will take all reasonable steps to ensure that any fee charged by an underlying investment vehicle does not exceed a fee that is approximately 15% on gains over a hurdle that is, as far as reasonably practicable, commensurate with the Performance Hurdle. The AIFM shall also be entitled to a company secretarial and administrative fee from the Company, equal to the lower of: (i) K0.2% per annum of the quarterly cum income Net Asset Value; and (ii) £250,000 per annum, paid quarterly in arrears on the last Business Day of March, June, September and December. The Investment Manager and the Board agreed the following changes to the performance fee, which came into eIect from 1KApril 2025. The changes were as follows: • costs taken into account when calculating the performance fee were restricted to costs associated with the private equity portfolio. All administrative and operating costs of the Company are now taken into account, as well as taxes payable in respect of the PE portfolio; and • for the purposes of the performance fee calculation, cash, cash equivalents and money market funds, excluding any gains generated, will be included within the Private Equity portfolio. Details of all amounts payable to the Investment Manager are set out in noteK17 to the accounts on page 72. Depositary With eIect from 5 September 2025, J.P. Morgan Europe Limited was appointed to provide depositary and custodian services to the Company, replacing HSBC Bank plc who had provided these services for the year under review and up until 3 October 2025. J.P. Morgan Europe Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, carries out certain duties of a depositary speci ed in the AIFM Directive including, in relation to the Company: • safekeeping of the assets of the Company which are entrusted to it; • cash monitoring; and • oversight of the Company and the Manager to the extent described in the AIFM Directive. The Company, the Manager and the depositary may terminate the depositary agreement at any time by giving 90 days’ notice in writing. The depositary may only be removed from o