## Annual
## Report
## Year to 31 March 2025
## www.stsplc.co.uk
## About STS Global Income & Growth Trust

| What we do | Experienced team |
| --- | --- |
| STS Global Income & Growth Trust plc (the | The Company is co-managed by James Harries |
| ‘Company’ or ‘STS’) is a UK-based investment | and Tomasz Boniek. James has more than |
| trust, managed by Troy Asset Management | 20 years’ experience of managing global income |
| Limited (the ‘Manager’ or ‘Troy’), which invests in | portfolios and joined Troy in 2016. Tomasz has |
| a portfolio of global equities. It aims to meet the | 13 years’ investment experience and has been |
| needs of investors looking for a growing level of | helping manage global income portfolios with |
| income and steady capital growth over the long | James for 8 years, having joined Troy in 2017. |

term, whilst also wanting to preserve the value
of their money.
### Discount management
The Company introduced a discount control
### A quality investment approach
mechanism in November 2020 which aims to

| The Company seeks to invest in a small number | ensure, in normal market conditions, that the |
| --- | --- |
| of companies (typically 30 – 50 companies) | shares trade consistently close to their net asset |
| which the Manager deems to be high-quality | value, providing liquidity for all shareholders. |
| and hold them for very long periods to capture | Under the discount control mechanism, the |
| the compounding power of those companies. | Company has committed to buying back shares |

when there is excess supply and issuing shares
when there is excess demand.
### Dependable income
The Company aims to provide a steady,
### Independent oversight
regular income with the intention of growing
this consistently from year to year. Dividends The Company is overseen by an independent
are paid quarterly in April, July, October Board. By engaging with and listening to
and January. shareholders, the Board ensures that the
Company continues to offer a distinctive
investment proposition that is relevant to
investors’ needs.
www.stsplc.co.uk
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Contents
### Overview
Financial highlights 2
Chairman’s statement 4
Manager’s review 6
Portfolio summary 11
Portfolio holdings 12
Strategic report 13
Board of directors 20
Governance Financial review Investor informationOverview
### Governance
Report of the directors 22
Corporate governance statement 29
Directors’ remuneration statement 36
Audit and Risk Committee report 39
### Financial review
Independent auditor’s report 42
Statement of comprehensive income 49
Statement of financial position 50
Statement of changes in equity 51
Statement of cash flow 52
Notes to the financial statements 53
AIFMD disclosures (unaudited) 66
### Investor information
Alternative performance measures 67
Glossary of terms 69
Ways to invest in the company 70
Notice of annual general meeting 71
Easy access to information 74
Corporate information 75
Information disclaimer
This report is produced for members of the Company with the purpose of providing them with information relating to the
Company and its financial results for the period under review. This report contains subjective opinion, analysis and forward looking
statements which, by their very nature, involve uncertainty. Events beyond the control of the Board and the Company may affect
actual future results which may therefore differ to those indicated within this historical report. Market and currency fluctuations may
occur which may in turn have an impact on the value of the Company’s underlying investments in the future. Past performance is no
guarantee of future performance. Investments are not guaranteed and you may not get back the amount you originally invested.
Neither the Board nor the Company take responsibility for matters outside of their control.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 1
## Financial highlights
### The objective is to deliver rising income and long-term capital growth through investment
### in a balanced portfolio constructed from global equities.
### Dividend
Dividend per share (pence)
A total annual dividend
8.37
of 8.37p, an increase
8
of 28% from 2024
and 47% from 2021,
7
6.54
6.41
6.25 6.20 when the dividend was
6.10
5.95 5.88
6 5.80 5.70
rebased following the
change of manager.
4.90
5
4
3
2
1
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Dividends per share rounded to two decimal places.
### Long-term capital growth

| 230 | Share price total returnˆ | Over the last ten years, |
| --- | --- | --- |
|  | Net asset value total returnˆ | shareholders have enjoyed |
| 210 |  | a 129% increase in share |

price (total return).
190
The share price return has
9
been positive in eight out
170
of the last ten years even
through some of the most
150
turbulent market conditions.
130
110
(%)
(pence)
90
Source: LSEG Datastream.
ˆ Alternative performance measures – see pages 67 and 68 for further information.
2 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Mar 25Mar 24Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16Mar 15
Overview Governance Financial review Investor information
### Total returnsˆ (including reinvested dividends)

|  | Year ended |  |  | Year ended |  |
| --- | --- | --- | --- | --- | --- |
| 31 March 2025 |  |  | 31 March 2024 |  |  |
|  |  | % |  |  | % |

Net asset value per share 10.9 4.8
Share price 10.9 6.1
Lipper Global – Equity Global Income Index 4.5 11.5
### Key data
As at As at
31 March 2025 31 March 2024
Net asset value per share (cum income)ˆ 243.10p 223.71p
Net asset value per share (ex income)ˆ 239.26p 222.86p
Share price 239.00p 220.00p
Discountˆ 1.69% 1.66%
Net assets £294,545,000 £314,353,000
### Income
Year ended Year ended
31 March 2025 31 March 2024
Revenue return per share 6.74p 6.08p
Dividend per share 8.37p 6.54p
### Ongoing chargesˆ
Year ended Year ended
31 March 2025 31 March 2024
Ongoing charges 0.80% 0.96%
ˆ Alternative performance measures – see pages 67 and 68 for further information.
### Five-year record
Annual total returns (including dividends reinvested) over 12 month periods to 31 March
2025 2024 2023 2022 2021
Net asset value per share 10.9% 4.8% (1.8)% 16.8% 28.5%
Share price 10.9% 6.1% (4.8)% 17.4% 23.7%
Source: LSEG Datastream.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 3
# Chairman's statement

![img-0.jpeg](img-0.jpeg)

The Board's culture is firmly rooted in delivering shareholder value. The Board believes that the significant buyback programme, the proposed dividend, and the strong investment performance this year are all aligned with that goal.

## Introduction

I am pleased to report that shareholder returns for the year to 31 March 2025 were not only positive but also ahead of both our benchmark and the peer group – a strong result in a challenging and fast-evolving global environment.

Delivering value to our shareholders remains the Board's central focus. This year, I would like to highlight two actions that reflect our ongoing commitment to this.

The Company bought back 19.4 million shares during the year at a total cost of £43.9 million and at an average discount of 1.4%, with a net benefit of £564,000 to shareholders after costs. The buyback amounts to 13.8% of the shares in issue on 31 March 2024. By any standards this is a significant purchase and the share price discount to NAV was 1.7% at the start and end of the year.

This purchase represented a significant use of shareholders' capital and provided liquidity and value to the minority of shareholders who chose to sell shares. The Board is minded to enhance the benefits for the majority of shareholders who choose to remain invested.

## Dividend and dividend policy

The Board has carefully considered both the dividend payment for the year and the future dividend policy.

A fourth quarterly dividend of 3.61p per share has been declared. This will bring the total dividend for the year to 8.37p, an increase of 28.0% over the previous year. The 8.37p dividend represents a yield of 3.5% on the closing share price as at 31 March 2025.

In setting the dividend the Board believes it has achieved the following:

- The dividend yield of the Company will be in line with the yield of competing investment companies.
- It is set at a sustainable level.
- It is at a level from which it can rise reflecting growth in portfolio earnings.
- It makes appropriate use of distributable reserves.
- It does not impinge on the investment flexibility of the Managers.

Quarterly dividends in the current year will be increased in order that shareholders receive the higher dividend payment level at the earliest opportunity. It is intended that the first quarterly dividend for the 2026 year will be at least 2.00p.

4 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
At the same time, our Board’s culture is firmly rooted in Overview Governance Financial review Investor information
### Investment returns
delivering shareholder value. The Board believes that the
The Company delivered a total return of 10.9% over the
significant buyback programme, the proposed dividend,
year, comfortably ahead of the Lipper Global – Equity
and the strong investment performance this year are all
Global Income Index, which returned 4.5%. This strong
aligned with that goal.
relative performance reflects the impact of the portfolio’s
positioning as market drivers began to broaden beyond the
In a year when several investment trusts have come under
narrow group of large US technology stocks that led returns
pressure due to the perception that they have failed to
in prior years.
deliver value for shareholders, our actions stand in contrast
and demonstrate clear accountability to shareholders.
Following an initially positive reaction to the election of
President Trump, US equity markets retreated as greater
Sarah and I are always happy to engage with shareholders
consideration was given to the likely economic impacts of
who would like to discuss any aspect of the Board’s
the tariff policies being proposed by the new Administration.
composition or strategy in more detail.
Since your Company’s year-end equity markets throughout
### Outlook
the world have shown a significant rise in volatility. The
negotiating tactics employed to agree tariff levels are short Equity and bond markets are currently trying to adjust to
term noise but the eventual outcome is likely to be higher a more uncertain economic outlook.
tariff levels on trade than have been seen in a century. The
Your Managers are seeing many opportunities to invest
economic impacts of tariffs are negative and lower economic
in their chosen companies at valuation levels not seen for
growth will be one effect. Bond and equity markets across
many years. They are committing capital at these levels
the globe are taking time to adjust to the new norm.
with their usual long term holding period in mind. Sharp
However, your Company’s portfolio has been relatively well
movements in markets offer opportunities and it is not
placed against the recent market background.
a time to spectate. I am confident that your Managers
are managing the portfolio to best advantage in these
### Board composition
uncertain times.
I will retire as Chair and as a director of the Company at the
forthcoming AGM on 23 June 2025. I joined the Board in
2016 and have now completed nine years as a director.
John Evans
21 May 2025
Sarah Harvey will take over the role of Chair, having
been appointed a director in 2018. Sarah has a wealth
of corporate experience and will bring a fresh perspective
to the role. Alexandra Innes will assume the role of
Senior Independent Director and Bridget Guerin will
take over from Sarah as Chair of the Marketing and
Communications Committee.
Due to a combination of factors, and in particular the
merger with Troy Income & Growth Trust in 2024, STS will
have an all-female Board after my departure. Though this
will leave the Board in compliance with the FCA Listing
Rules and the FTSE Women Leaders Review, we would
like to have better gender diversity, and this issue will be
addressed in the coming years.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 5
## Manager’s review
In the last 12 months we have been able to increase
the quality and underlying growth of the portfolio
whilst maintaining an attractive level of income for
shareholders by investing into a number of excellent
businesses at very attractive valuations.
The Company’s share price returned 10.9% over the year to Formally called the Chicago Mercantile Exchange, CME
31 March 2025, ahead of the return from the Lipper Global Group was a positive contributor. The company is very
– Equity Global Income Index of 4.5%. Since the inception well placed to benefit from the structural increase in the
of Troy’s management, the Company has returned 34.7%, use of futures and options to manage risk in portfolios.
slightly behind the peer return of 39.6%. It also benefits from greater volatility in markets, as well
as increased government debt issuance, both of which
Global equity markets made steady progress over the period
we expect. The shares have further benefited from the
under review, albeit unspectacular when compared to the
launch, and then subsequent failure to gain traction of a
exceptional gains of the previous two years. Importantly, the
rival exchange. This highlighted once again the strong,
portfolio delivered solid returns and growth in underlying free
competitive advantages and dominant market position
cash flow to support the Company’s growing dividend.
CME Group commands.
Longstanding investment Paychex had a strong year. This is
The strongest contributor to the return for the year was the
a US software company engaged in the delivery of payroll
consumer staples sector which makes up a material part of
and human resources management including benefits and
the portfolio. These gains were led by Philip Morris and British
insurance. The US economy proved to be more robust than
American Tobacco (‘BAT’) which appreciated by 74.9% and
many expected last year, leading to a healthy employment
43.9% respectively in the year. In each case investors have
backdrop which supports activity for this company. A further
rewarded the companies for the resiliency of their cashflows
fillip was provided by fewer interest rate cuts than were
and gained greater confidence in the sustainability of their
predicted by markets from which the company benefits via
business models.
its management of client cash. The shares have delivered an
excellent return for the Company over the years, balanced Both companies are transitioning from the traditional
between income and capital and we expect this to continue business of selling combustible products to distributing
for years to come. a range of dramatically less harmful products. In the case
of Philip Morris, they have developed the premier global
Following a change of management and a reinvigoration
heat-not burn product called IQOS and, via the acquisition of
of the business, investors have become more enthused by
Swedish Match, have a rapidly growing modern oral product
the prospects for Unilever to the benefit of the shares. The
named Zyn. This should allow the company to increase both
company enjoys formidable competitive advantages from
free cashflow growth and margins in the long term. BAT is
owning a number of well recognised global consumer brands,
strategically some way behind Philip Morris but should benefit
such as Dove, Knorr and Marmite, as well as the scale and
from similar trends in time. This is not yet reflected in the
depth of manufacturing and distribution to support these
valuation of the shares which trade at a very wide discount to
brands. However, in recent times the company has struggled
its better managed peer. We see plenty of scope for this to
to deliver growth. We believe the new CEO, Fernando
close to the benefit of the shares. Further upside is possible
Fernandez, who himself replaced the relatively new previous
from the sale over time of BAT’s stake in Indian fast moving
CEO Hein Schumacher, has the right attributes to drive
consumer goods (‘FMCG’) company ITC, the proceeds from
change in the organisation to address this and improve
which may be used to buy back shares.
shareholder returns.
6 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
The two greatest detractors from performance were both the only transcontinental railway in North America running Overview Governance Financial review Investor information
spirits companies Diageo and Pernod Ricard. Diageo is a from the Atlantic (Halifax), to the Pacific (Vancouver) to the
long-term investment in the Company whereas Pernod Ricard Gulf of Mexico (or should that be America?) in New Orleans.
is a newer addition. We like these businesses long term as The shares have been weak for several one-off reasons such
spirits brands give rise to greater consumer loyalty than wine as wildfires and floods and a more persistent problem relating
or beer. Further, the trend towards drinking less but better to labour relations. Tariffs are also unwelcome. Despite this we
has seen spirits enjoy a greater share of consumption, with believe the combination of value, predictability and resiliency
premiumisation further improving margins. Recently these of free cash flow and income renders this is an appropriate
structural advantages have been challenged by offsetting long-term investment for the Company.
structural and cyclical trends that have worried investors.
Pepsi also appeared in the list of detractors to performance.
Structurally it is feared that the consumption of spirits may With an impressive track record of dividend growth,
be reduced owing to the widespread adoption of GLP-1 a dominant market position in the US snacking industry and
drugs which suppress appetite. Further, it is thought younger a long-term opportunity to grow in the rest of the world, this
consumers are now more health conscious and less inclined is a high-quality global income asset. A combination of a fuller
to drink alcohol. Additionally, there is some concern that the starting valuation and, like the spirits companies, concerns
legalisation of cannabis may lead to some substitution of around GLP-1 adoption has made for a lacklustre return.
consumption. To these structural concerns have been added Free cash flow growth has been constrained by a capital
cyclical fears: the boom in consumption and stocking up of investment programme that should in time reap rewards.
spirits during COVID-related lockdowns has been followed by We would expect this to be evident in the coming months.
a mini-bust. Meanwhile the durability of the business should not be
overlooked given the current policy and market backdrop.
Our view is that, though these concerns have some merit,
they do not invalidate the long-term investment case for these Finally, Microsoft declined in this period following years
1
companies, especially following the material de-rating of the of strong returns. In part this was owing to the sharp sell
sector. We believe demand will recover and inventories will off in the very large technology companies that have led
normalise in time. GLP-1 drugs may impact consumers while the US equity market higher in recent years. A change
on the medication, but it may, we believe, be a temporary in market sentiment against the so-called Magnificent 7
effect (human nature tends to be surprisingly consistent (of which Microsoft is a part) was inevitable at some stage.
in some respects). Evidence suggests that the young are More fundamentally, however, there is rising scepticism
delaying consumption, but that this tends to revert to more surrounding the efficacy of the massive investments made
familiar trends when people either have children or enter the in the build out of artificial intelligence (‘AI’) infrastructure.
workplace. As regards cannabis, it is thought to be consumed Microsoft is deploying AI and has been a direct beneficiary
in different “use occasions” and so is arguably less impactful of this capital splurge via its hyper-scale cloud business. It was
than feared. More recently the tariff wars have hurt sentiment therefore exposed to this shift in sentiment. The scale and
as well, potentially, as profitability for a time. diversification of Microsoft suggests this is a manageable
challenge and that the combination of predictable growth
In our experience the narrative and sentiment surrounding
and quality justifies the current valuation. This leads us to
an industry or business follow share prices. The more they
retain the position despite shorter term market pressures.
fall the more negative the surrounding comment. It is worth
remembering, however, that you cannot have good news and
### Portfolio activity
attractive prices. These companies are dealing with plenty of
Within the overall trend of a rising equity market, several
bad news, including tariffs, but we think in time that current
opportunities have presented themselves for investment
valuation levels will be seen as having been a long-term
this year. We are continuously seeking to increase the quality
buying opportunity.
and underlying growth of the portfolio whilst maintaining
We bought Canadian National Railway last year and have an attractive level of income for shareholders. In the last
added to it recently. We view this as an excellent strategic 12 months we have been able to pursue this objective by
asset that is impossible to replicate. It has long benefitted investing into a number of excellent businesses at very
from both the increasing productivity of its network with the attractive valuations.
application of technology and its pricing power owing to its
oligopolistic position and lack of substitutes in certain regions
and for certain types of cargo. It also benefits from being
1 De-rating refers to a decline in a company’s valuation. For instance, a stock that traded on a price-to-earnings multiple of 20x but now trades on 15x is said
to have de-rated.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 7
## Manager’s review continued
The most significant new holding established in the year was The second largest competitor in the US, Rollins (which
the Spanish software company Amadeus. The company is admittedly is purely focussed on pest control in one
a leading provider of IT solutions for the global travel and geography), trades at a very substantial premium to its UK
tourism industry. It operates two main business segments: peer. Some of the reason for this premium is that Rentokil
distribution and IT solutions. The distribution segment has temporarily stumbled following the acquisition of the US
connects travel providers with travel agencies and other pest business called Terminix. At Troy we are generally wary
intermediaries. The IT solutions segment offers software and of large corporate deals, and this was no exception, leading
cloud-based platforms that help airlines to manage their us to refrain from investing while the deal progressed. The
operations and hotels to manage their reservation systems. valuation of the shares subsequently declined as teething
We believe that Amadeus has a strong competitive position problems became apparent. However, we believe these
in both segments, benefiting from high barriers to entry, issues will ultimately be solved. In the meantime, we are
network effects, and economies of scale. In the IT solutions being given the opportunity to invest in a high-quality global
business, Amadeus’s competitive position has improved since income asset at a tantalising valuation.
COVID. Its competitors are losing business as they cannot
Coloplast is a leading global medical device company listed
match Amadeus on research and development spending.
in Denmark. It has been in the Troy investment universe for
Additionally, some of them are dealing with financial
several years and was recently established as an investment
problems that we believe will further hamper their ability to
in the Company. With dominant positions in Europe and a
compete effectively.
growing US presence, the company designs, manufactures
Air travel, after the significant COVID disruptions, is forecast and markets ostomy care systems, disposable containment
to grow ahead of GDP. Amadeus has a dominant market devices and intermittent catheters for continence care. They
share, and we consider the company to be well placed to have also acquired an innovative business, called Kerecis,
benefit as spending increases with its existing customers. which uses fish skin in wound care.
In the hospitality sector, Amadeus is making significant
The nature of the intimate products Coloplast makes,
progress with its reservation system. Given the above we
together with their expertise and history of innovation, creates
believe Amadeus to be significantly undervalued and have
strong brand recognition among patients and healthcare
established a meaningful holding in the Company.
providers leading to valuable customer loyalty. The company
We also established a new investment in Rentokil Initial. Some has demonstrated strong returns on capital employed as well
will remember this business, managed by Clive Thompson as consistent growth over many years. Underlying demand is
in the 1980s and 1990s. It became a conglomerate via increasing as populations age and chronic conditions become
acquisitions, earning Mr Thompson the nickname “Mr 20%” – more widespread. The shares have materially derated in
referring to what became to be expected of him – the delivery recent years to a level that we think is sufficiently attractive to
of 20% earnings per share growth each year – until it was not establish an investment.
and ended badly. The shares fell by 92% between 1998 to
We also started an investment in Siemens. The company is
2009. Today it is a much better business. Under Andy Ransom
one of the largest industrial automation and electrification
the company is focussed on commercial and residential pest
companies in the world which benefits from several structural
control, where it has become the global leader as well as the
trends. These include the widening and hardening of
largest player in the lucrative US market. It also has smaller
electric grids to power greener technologies as well as
businesses engaged in facilities management, providing
the need to improve the efficiency of buildings to reduce
washroom hygiene equipment and workwear.
emissions. The business is involved in producing reliable
Pest control is an inherently attractive industry (at least highly engineered products, which are process critical and
from an investment standpoint) given the resilient, repeat, therefore highly costly to the customer if they fail. This
non-discretionary nature of spending in this category, often makes for a strong competitive advantage by discouraging
mandated by regulation, leading to high recurring revenue switching to alternative suppliers. They are also a leader in
and decent growth. Further, per capita pest control spend industrial software. The business is split into four divisions:
increases as countries develop, and a warming planet may Digital Industries (factory automation, industrial controls
even further bolster demand. Companies in the sector also and industrial software), Smart Infrastructure (building
enjoy durable competitive advantages. Scale and local technologies and electric power distribution), Mobility (rail
density of operations lead to a superior cost and productivity and mass transit systems) and Siemens Healthineers (medical
as well as brand equity. imaging, diagnostics and advanced therapy equipment).
There is also an internal financing arm.
8 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Siemens is going through a process of simplification, which Overview Governance Financial review Investor information
### Outlook
we believe will unlock significant value. The company has
The re-election of Donald Trump to the US presidency has set
split out both Siemens Healthineers and Siemens Energy
off a chain of events that few could have predicted and whose
into separate entities, retaining a stake in each of 70% and
long-term effects may be profound. Global capital markets
20% respectively. We believe both may be fully spun off
are now reacting to communications from the president, or his
in the future. The resulting core business will likely enjoy
acolytes, on a seemingly hour-by-hour basis. While our capital
higher returns on capital, lower capital intensity and should
is allocated across the globe, all eyes are currently on the US
attract a richer valuation. We have seen this with several
following the announcement of the so-called reciprocal tariffs
other industrial businesses in recent times, GE being the
on the world. Given that the president appears to change
best example.
his mind at will, it is somewhat thankless to make too many
predictions about what may or may not happen. However,
These purchases were funded via the complete sale of several
to maintain some perspective it may be worth putting the
investments; Proctor & Gamble and Fastenal were both sold
current market backdrop in some context.
on valuation grounds. We continue to like both businesses,
and they retain their place in the Troy investment universe,
The inclusion of China into the global trading system in 2001
but there is a price at which new ideas such as those outlined
and the development of an integrated globalised economy
above will likely make better investments.
under the auspices of the Pax Americana, led to a shift in
manufacturing to lower cost areas, a restructuring towards
Cisco has been a long-term investment in the Company and
services in the developed world and the relative rise of China.
has delivered attractive returns over that period. The original
While this may have been desirable from an economic point
investment case was that the company had a very strong
of view, by optimising the ability of economies to pursue their
market position in servers but also that the business would
comparative advantage and companies their cost base, it has
increasingly migrate towards software products. This second
created imbalances and societal pressures. This dynamic was
leg has not evolved quite as we would have hoped. More
worsened by policymakers reducing interest rates to 0% and
recently the share price has appreciated because of investors’
2
deploying Quantitative Easing (‘QE’) which pushed up asset
excitement regarding all things AI related. While we do think
prices (for those with assets). The effect has been to denude
Cisco will capture some of the current AI capital expenditure
the relative living standards of the least well off. It is into this
boom, we think this became adequately reflected in the
despondency that President Trump is tapping.
valuation of the shares, giving us an opportunity to sell.
The new US administration campaigned on a mandate
Domino’s Pizza was sold after having been held for several
of disrupting the status quo: geopolitically (via the
years, owing to a change in the investment case. The new
threatened breakdown of the rules-based system of post-
management team have indicated that they wish to make
war international relations including the fraying of NATO),
a substantial acquisition to add a new brand to the current
economically (through challenging the desirability of
Domino’s business. This would morph the company from
globalisation with the resurrection of protectionism via tariffs),
a vertically integrated pizza delivery business to more of a
and in currencies (where having the dollar as the world’s
platform business with multiple brands. While this may make
reserve currency is no longer seen as an exorbitant privilege
long term strategic sense, we think it would come with much
but rather as a burden to the US). Each marks a seismic shift of
greater risk to both the business and more importantly to
direction if seen through to conclusion.
existing shareholders. A strategic acquisition may require
either a substantial equity raise or a highly levered balance
The valuation in the US market has been stretched in absolute
sheet which would put the dividend at risk. As a result, we
terms and relative to government bond markets. This is at a
decided to sell.
time of economic and now political uncertainty. The US equity
market represents about 70% of the global index and the
Johnson & Johnson was sold to part-fund the purchase
Magnificent 7 around 35% of that. The pain of a reversal of
of Coloplast. We believe Coloplast is a superior business
these trends could be material to both investors who are over-
as well as offering faster growth. Johnson & Johnson, as a
exposed to this dynamic, as well as the economy, as declining
stand-alone entity, is also a less attractive asset following the
wealth saps confidence and discourages spending.
spin out of consumer healthcare company, Kenvue.
2 Quantitative easing is a form of unconventional monetary policy in which a central bank purchases longer-term securities (i.e. government bonds) from the
open market in order to increase the money supply and encourage lending and investment. Buying these securities adds new money to the economy, and
also serves to lower interest rates. It also expands the central bank’s balance sheet.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 9
## Manager’s review continued
Conversely, we believe our portfolio exhibits value, quality
and resilience, together with diversification away from
the risks outlined above, to the benefit of shareholders.
Our conservative approach should enable us to both limit
the worst effects of the current volatility as well as deliver
reliable income growth. This combination could be especially
valuable to shareholders in coming months by avoiding the
requirement to sell assets at inopportune times to cover
current liabilities. This is the cornerstone of our cautious,
income-focussed approach. It allows our shareholders the
opportunity to endure such inauspicious times with greater
equanimity and leave capital undisturbed and invested for the
long term.
At the same time, we are encouraged to see several long-
desired investments beginning to fall to levels of valuation
that we deem attractive. This should enable us, over time,
to add high-quality long-term investments to the portfolio
to drive growth in underlying free cash flow to the benefit
of both capital and income growth. Indeed, since the year
end, we have made several changes to the portfolio owing
to the opportunities presented by market volatility. This
includes making an initial investment in Nike, selling our
remaining holding in Hershey and adding to Diageo, Rentokil
and Siemens.
Unwelcome though the current uncertainty may be, it is likely
to contain the seeds of opportunity for the patient global
income investor.
James Harries
21 May 2025
10 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Portfolio summary
## Portfolio distribution as at 31 March 2025
Overview Governance Financial review Investor information
### By region (excluding cash)
31 March 2025 31 March 2024
% %
North America 45.9 51.5
Europe 48.7 42.9
Asia 5.4 5.6
100.0 100.0
### By sector (excluding cash)
31 March 2025 31 March 2024
% %
Consumer staples 32.2 34.3
Industrials 22.3 17.9
Healthcare 14.0 14.3
Information technology 12.4 11.7
Financials 8.8 8.4
Consumer discretionary 4.9 7.8
Communication services 3.5 4.3
Real estate 1.9 1.3
100.0 100.0
### By asset class (including cash and borrowings)
31 March 2025 31 March 2024
% %
Equities 104.6 102.9
Cash 0.5 2.0
Borrowings (5.1) (4.9)
100.0 100.0
### Largest 10 holdings

| 31 March 2025 |  | 31 March 2025 |  | 31 March 2024 |  | 31 March 2024 |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Market value |  |  | % of total | Market value |  |  | % of total |
|  | £000 |  | portfolio |  | £000 |  | portfolio |

Philip Morris 19,800 6.4 13,179 4.1
Paychex 18,622 6.1 17,374 5.3
British American Tobacco 17,325 5.6 14,458 4.4
CME Group 16,983 5.5 16,245 5.0
Reckitt Benckiser 14,407 4.7 14,113 4.3
ADP 13,586 4.4 14,665 4.5
Amadeus IT 12,609 4.1 – –
Novartis 12,319 4.0 12,574 3.9
Relx 11,351 3.7 14,361 4.4
PepsiCo 11,307 3.7 15,312 4.7
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 11
# Portfolio holdings

As at 31 March 2025

|   | Sector | Country | Market value £000 | % of total portfolio  |
| --- | --- | --- | --- | --- |
|  **North America** |  |  | **141,207** | **45.9**  |
|  Philip Morris | Consumer staples | United States | 19,800 | 6.4  |
|  Paychex | Industrials | United States | 18,622 | 6.1  |
|  CME Group | Financials | United States | 16,983 | 5.5  |
|  ADP | Industrials | United States | 13,586 | 4.4  |
|  PepsiCo | Consumer staples | United States | 11,307 | 3.7  |
|  Microsoft | Information technology | United States | 11,293 | 3.7  |
|  Texas Instruments | Information technology | United States | 9,194 | 3.0  |
|  Canadian National Railway | Industrials | Canada | 9,066 | 2.9  |
|  Medtronic | Healthcare | United States | 8,704 | 2.8  |
|  McDonald's | Consumer discretionary | United States | 7,878 | 2.6  |
|  Kenvue | Healthcare | United States | 6,385 | 2.1  |
|  Accenture | Information technology | United States | 5,033 | 1.6  |
|  Hershey | Consumer staples | United States | 3,356 | 1.1  |
|  **Europe** |  |  | **150,059** | **48.7**  |
|  British American Tobacco | Consumer staples | United Kingdom | 17,325 | 5.6  |
|  Reckitt Benckiser | Consumer staples | United Kingdom | 14,407 | 4.7  |
|  Amadeus IT | Information technology | Spain | 12,609 | 4.1  |
|  Novartis | Healthcare | Switzerland | 12,319 | 4.0  |
|  Relx | Industrials | United Kingdom | 11,351 | 3.7  |
|  Unilever | Consumer staples | United Kingdom | 10,625 | 3.4  |
|  Roche | Healthcare | Switzerland | 10,106 | 3.3  |
|  Admiral Group | Financials | United Kingdom | 10,008 | 3.2  |
|  Rentokil | Industrials | United Kingdom | 8,251 | 2.7  |
|  Siemens | Industrials | Germany | 7,825 | 2.5  |
|  Intercontinental Hotels | Consumer discretionary | United Kingdom | 7,269 | 2.4  |
|  Diageo | Consumer staples | United Kingdom | 7,104 | 2.3  |
|  Pernod-Ricard | Consumer staples | France | 6,238 | 2.0  |
|  Coloplast | Healthcare | Denmark | 5,754 | 1.9  |
|  Nestle | Consumer staples | Switzerland | 4,672 | 1.5  |
|  Imperial Brands | Consumer staples | United Kingdom | 4,196 | 1.4  |
|  **Asia** |  |  | **16,758** | **5.4**  |
|  Nintendo | Communication services | Japan | 10,861 | 3.5  |
|  Link REIT | Real estate | Hong Kong | 5,897 | 1.9  |
|  **Total portfolio** |  |  | **308,024** | **100.0**  |

12 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Strategic report
Environmental, social and governance (ESG) Overview Governance Financial review Investor information
### Business model
The Company, as an investment trust, is a UK closed-end The materiality of environmental and social factors has
public limited company which invests in a diversified increased over recent years as individuals and regulators
portfolio of assets meeting certain tax conditions. have sought to differentiate between companies acting in
a responsible and sustainable way and those which are not.
The Company has no employees, and the Board Companies with strong corporate governance and capable
outsources its entire operational infrastructure to third party management teams will be better placed to navigate these
organisations. The Board has appointed and oversees Troy changes and create long-term value for shareholders.
Asset Management Limited (‘Troy’ or the ‘Manager’) as
independent manager to manage the investment portfolio The availability of relevant non-financial information and
and Juniper Partners Limited (‘Juniper Partners’ or the data has improved, resulting in a commensurate increase
‘Company Secretary’) to provide AIFM, company secretarial in the Board and Manager’s focus on ESG factors. As such,
and administrative services and to operate the discount the Company’s duty to investors necessitates that analysis
control mechanism. The Board sets the Company’s strategy, of material ESG risks and opportunities is integrated into
decides the appropriate financial policies to manage the the investment process, which includes engagement with
assets and liabilities of the Company, ensures compliance companies and voting at their AGMs. This is particularly
with tax, legal and regulatory requirements and reports relevant in relation to climate risk, which the Manager
regularly to shareholders on the Company’s performance. believes to be both material and systemic.
The directors do not envisage any change to this model in
Both the Board and Manager support the principles of
the foreseeable future.
the 2020 UK Stewardship Code, issued by the Financial
For more information on investment trusts please visit Reporting Council (‘FRC’). These principles typify a high
www.theaic.co.uk. standard of responsible investment and stewardship
practices. Troy is a signatory to the UK Stewardship Code;
a copy of Troy’s Stewardship Report can be viewed at
### Purpose and values
www.taml.co.uk. Troy has also been a member of the
Purpose United Nations’ Principles for Responsible Investment since
The Company’s objective is to achieve rising income and September 2016 and received four out of five stars across
long-term capital growth which it seeks to deliver for all modules in its latest assessment, further demonstrating
shareholders through investment in a balanced portfolio its commitment to upholding responsible investment
constructed from global equities. practices.
Values Research process
Independence: to act independently in the interests Troy’s investment approach is conservative, with attention
of shareholders. always paid to the downside risk of any investment. Troy’s
responsible investment approach aims to ensure alignment
Sustainability: to ensure that the companies in which the with its investment objectives. Central to this is an
Company invests are supportive of good environmental, assessment of ESG-related risks and opportunities during
social and governance practices and that the Manager the research process.
encourages continuous improvement in these areas.
Since materiality is dynamic, the Manager does not seek
Transparency: to report transparently and accurately to to limit the categories that ESG encompasses. Rather,
shareholders on the condition, performance and prospects the Manager’s aim is to analyse the ESG factors that
of the Company. are material to each company. Troy does not employ a
prescriptive checklist nor does it seek to score holdings
Culture
on ESG grounds. Instead, the ESG risks and opportunities
The Board considers that its culture of open debate relevant to each company are qualitatively assessed. Some
combined with strong governance and the benefits of of the ESG factors considered are outlined below, though
the diverse backgrounds of its Board members is central this is not an exhaustive list.
to delivering its purpose, values and strategy. The Board
monitors and reviews its culture as part of its annual
evaluation process and monitors the culture within the
Manager to ensure that it is closely aligned with that of
the Company.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 13
## Strategic report continued
Product safety Corporate
Climate change Natural capital & responsibility Human capital governance
Carbon pricing, Natural resource Product use and Human rights, Board effectiveness,
energy mix, management, harm, chemical use, workplace culture and management
technological biodiversity, data privacy and employee treatment capability, corporate
disruption, pollution, waste and cyber security. and empowerment. behaviour and
net zero alignment circularity. business ethics.
and physical risk.
Climate change communication to shareholders during this period. This is
especially notable against a backdrop of underperformance,
Troy’s long holding periods and the potential for a changing
with recent M&A activity falling short of expectations, slowing
climate to impact physical assets and supply chains and cause
growth in core categories, and increasing leverage—all of
wide-spread systemic disruptions, heightens the need for
which make effective governance and leadership crucial.
effective climate change mitigation today to minimise the
Given our ongoing engagement on the issue of chair
physical risks at a future date. While the portfolio’s exposure
independence, we felt the handling of the leadership
to high-impact sectors remains limited given the Manager’s
transition warranted escalation. We expressed our concerns
bias towards capital-light and non-cyclical businesses, the
in a letter to Nestlé’s Lead Independent Director, emphasising
Manager assesses the transition strategies of all investee
the critical role of the Chair in ensuring a smooth transition.
companies in order to limit exposure to unmanaged climate-
This led to a constructive meeting with the company
related risks as we transition towards a lower carbon economy.
secretary in December 2024, during which we reiterated our
Further information can be found in the Company’s website:
governance concerns and encouraged the appointment of an
www.stsplc.co.uk/responsible-investing/.
independent chair. This engagement remains ongoing, and
Active ownership (engagement and voting) we are committed to working with the company to advocate
for governance enhancements that align with Nestlé’s cultural
Troy’s definition of an engagement is a “constructive and
values and will support its long-term success.
active dialogue with a specific objective which seeks to
deliver an improved outcome on a material issue”.
The Manager considers (proxy) voting an important part
of its stewardship activities and investment process and
Whilst Troy seeks to invest in companies whose business
aims to use its voting rights to both safeguard the interests
strength and corporate governance mean they generally
of investors and encourage environmental and social
do not require significant shareholder intervention, the
sustainability (where these objectives are aligned). The
Manager recognises that engagement is an important
Manager will seek to instruct votes, on behalf of investors,
aspect of its fiduciary duty. Engagement is generally
on all resolutions for which it has voting authority.
conducted proactively but will occasionally be more
reactive if a company takes a course of action that the
### Manager feels is counter to the creation of long-term Strategy
shareholder value. The impetus to engage may stem from
Investment policy
a breach by the company of generally accepted business
The Company’s policy is to invest primarily in global
practice norms, Troy’s proxy voting process or integrated
equities. The majority of the Company’s portfolio is
ESG analysis.
invested in large capitalisation companies (market
As an example of such engagement would be Nestlé. capitalisations over £1 billion). The resulting diversified
Troy have been longstanding shareholders in Nestlé since portfolio of international quoted companies is focused,
2009, and have consistently advocated for strong and typically containing between 30 and 50 high conviction
independent leadership at the board level. The current Chair, stocks selected on the basis of detailed research analysis.
Paul Bulcke, previously served as CEO, and we believe this The equity portfolio consists of listed shares and is
lack of independence does not align with governance best diversified across a range of holdings.
practice. Retaining former CEOs in the chairman role can
The Manager has unconstrained discretion to select stocks
hinder objectivity and renewal at the board level. Troy has
except that:
voted against the re-election of the Chair at the last three
AGMs. The recent abrupt leadership transition at Nestlé has
• no more than 10% of the Company’s gross assets may
heightened our concerns, particularly regarding the board’s
be invested in listed investment companies (including
management of succession planning and the lack of clear
UK listed investment trusts);
14 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
• the Board must approve in advance all investments The Manager maintains the Company’s website to Overview Governance Financial review Investor information
in investment schemes which are sponsored by provide relevant information relating to performance,
the Manager; outlook and significant developments as they occur.
The Company regularly produces other engaging materials
• the sum of all holdings over 5% of the total portfolio
for shareholders and potential investors and also hosts an
must not exceed 40% of the portfolio;
annual investment trust seminar. The Manager also meets
• no more than 15% of the total portfolio can be
regularly with existing and potential shareholders.
invested in collective investment schemes, of which no
holding can exceed 10% of the value of the collective
Financial
investment scheme; and
The main financial focus is on the management of shareholder
• warrants cannot exceed 5% of the total portfolio.
capital; the use of gearing; and the management of the risks
to assets and liabilities of the Company.
The Company’s exposure to listed equities is set within
a range of 90% to 120% of shareholders’ funds in normal
The Board’s principal goal for the management of shareholder
circumstances.
capital is to achieve rising income and long-term capital growth.
The Company’s active portfolio management strategy
Dividend policy
will inevitably involve separate periods where, at
The Company’s dividend policy is to provide shareholders
different times, the Company’s portfolio outperforms and
with a regular income paid quarterly in April, July, October
underperforms the market as a whole.
and January.
The performance of the Company is measured against the
Lipper Global – Equity Global Income Index which delivered Gearing and bank facilities
a total return for the year end 31 March 2025 of 4.5%. From time to time the Company finances its operations
through bank borrowings. The Board monitors such
As an investment trust, the Company is able to finance
borrowings closely and takes a prudent approach.
part of its operations through bank borrowings (gearing).
The Board monitors such borrowings closely and takes a The Company has a three year multi-currency revolving credit
prudent approach. Gearing levels are discussed by the facility of £20 million, with an additional £5 million accordion
Board and Manager regularly and reviewed at every Board option, and expires on 19 September 2026.
meeting. Gearing is limited to 20% of shareholders’ funds.
As at 31 March 2025 drawings of £1.5 million; €4.5 million; and
US$12.75 million had been made under this facility.
Risk management
Risk management is largely focused on managing investment Duty to promote the success of the Company
risk in accordance with the investment policy guidelines set
The Company is required to provide a statement which
by the Board. The Board has established risk parameters for
describes how the directors have had regard to the matters
the Manager within which the portfolio will be managed.
set out in section 172 of the Companies Act 2006 when
The Board reviews, at each board meeting, the relevant risk
performing their duty to promote the success of the
metrics and monitors investment risk on an ongoing basis.
Company, including:
The wider corporate risks relate mainly to the challenges
• the likely consequence of any decision in the long-term;
of managing the Company in an increasingly regulated
• the need to foster the Company’s business relationships
and competitive market place. These risks are each actively
with suppliers, customers, and others;
managed through mitigation measures which the Board
• the impact of the Company’s operations on the
has put in place and which are discussed on pages 17 to 19
community and the environment;
of this report.
• the desirability of the Company maintaining a
Marketing reputation for high standards of business conduct; and
The marketing strategy seeks to: • the need to act fairly as between members of the
Company.
• increase demand for the Company’s shares;
• obtain ratings and buy recommendations; and The Board is focused on promoting the long-term success of
• grow the profile of the Company across the investment the Company and regularly reviews the Company’s long-term
strategic objectives, including consideration of the impact
space.
of the Manager’s actions on the marketability and reputation
This is achieved through active promotion by the Manager
of the Company and the likely impact on the Company’s
and the public relations firm employed by the Company.
stakeholders of the Company’s principal strategies.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 15
# Strategic report continued

The main stakeholders in the Company are its shareholders, the Manager, service providers and debt provider, along with the wider community in which the Company operates. The Manager also engages with the investee companies where appropriate, particularly on performance and ESG issues.

The Board regularly considers its stakeholders at Board meetings and receives feedback on the Manager's interactions with them.

- **Shareholders** – The Board receives regular reports from the Manager on shareholder engagement, with the Manager tasked with maintaining regular and open dialogue with major shareholders. Directors, primarily through the Chairman, also meet regularly with major shareholders to understand their views and to help inform the Board's decision-making process. The Company maintains a website which hosts copies of the annual and interim reports along with factsheets and other relevant materials. Shareholders are also invited to attend the AGM and the annual investment trust seminar run by the Manager at which they have the opportunity to speak directly with directors.
- **Manager** – The Manager's review on pages 6 to 10 details the key investment decisions taken during the year. The Board works closely with the Manager to develop and monitor its investment strategy and activities, not just to achieve its investment objective, but also to deliver the Company's values of independence, sustainability, and transparency. The Board receives presentations from the Manager at every Board meeting to help it exercise effective oversight of the Manager and the Company's strategy. The Management Engagement Committee is tasked with reviewing the performance of the Manager at least annually.
- **Service providers** – The Board seeks to maintain constructive relationships with the Company's key suppliers, either directly or through the Manager or the Company Secretary, with regular communications and meetings. A key relationship is with Juniper Partners, who provide AIFM, company secretarial and fund administration services, as well as operating the discount control mechanism. The Company Secretary is tasked with maintaining a constructive relationship with other third-party suppliers, on behalf of the Company. The Management Engagement Committee conducts an annual review of the performance, terms and conditions of the Company's main service providers to ensure they are performing in line with Board expectations and providing value for money.
- **Debt provider** – On behalf of the Board, the Manager and Juniper Partners maintain a positive working relationship with The Royal Bank of Scotland International, the provider of the Company's loan

facilities, and provide regular updates on business activities and compliance with its loan covenants.

- **Communities and the environment** – The Board expects good governance standards to be maintained at the companies in which the Company is invested and reviews the engagement and voting activities which are undertaken by the Manager. Further details of the Company's purpose, values and strategy are outlined on pages 13 to 15. The ESG strategy followed by the Manager is also detailed on pages 13 and 14.

The Board is always mindful of its responsibilities to the stakeholders of the Company and this forms part of every Board decision. Specific examples of stakeholder considerations during the year were:

- **Reduction in costs** – The ongoing charges ratio for the year has fallen from 0.96% to 0.80%. This is in part due to the increase in average net assets of the Company over the period and also as a result of the lower management fee rates, as announced in the last Annual Report, which became effective from 1 April 2024. The Company also benefited from a management fee waiver in the year, as described in note 3 of the financial statements. If Troy had not waived its fee the investment management fee payable in the year would have been £522,000 higher. In addition to this, the Board continues to closely monitor the ongoing costs of the Company to ensure that these remain competitive for investors. As part of the annual review of all service providers during the year, the Management Engagement Committee undertook an exercise to benchmark the fees and the service provision to ensure the providers continue to provide good value for money. In accordance with this, the Board has agreed to change the provision of registrar services to Computershare Investor Services PLC, which should result in ongoing cost savings for the Company and as part of the overall review of costs to move to more online communication where possible to reduce unnecessary posting and printing costs. The Board will continue to look to achieve savings where possible and considered appropriate.
- **Dividends** – In line with the Board's ambition to provide consistent and sustainably rising dividends over time, the Company has continued to pay quarterly dividends, which have increased by 28.0% from 2024 and by 46.8% since the dividend was rebased in 2021. This substantial increase in dividend represents a yield of 3.5% on the closing share price as at 31 March 2025. The Board aims to provide shareholders with a combination of a competitive dividend yield now coupled with growth of income in the future. The quarterly dividends for the year ended 31 March 2026 will be increased in order that shareholders receive the higher dividend payment level at the earliest opportunity.

16 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
• Discount control mechanism – The Board continued the Overview Governance Financial review Investor information
### Principal risks and uncertainties
formal discount control mechanism (‘DCM’) to monitor
Risk and mitigation
the discount/premium levels at which the Company’s
shares are traded. The DCM operates under a policy The Company’s business model is longstanding and
whereby shares can only be issued at a premium and resilient to most of the short-term uncertainties that it
bought at a discount to net asset value. The Board faces, which the Board believes are effectively mitigated by
believes the continued operation of the DCM is very its internal controls and the oversight of the Manager, as
important for shareholders as it provides liquidity and described in the table below. The principal and emerging
reduced discount volatility. Details of shares bought back risks and uncertainties are therefore largely longer term
in the period under review can be found in note 13 on and driven by the inherent uncertainties of investing in
page 59. The shares bought back in the year contributed global equity markets.
£564,000 to net asset value.
The Board believes that it is able to respond to these
• Succession planning – The Board regularly reviews
longer-term risks and uncertainties with effective mitigation
its composition and succession planning ensuring
so that both the potential impact and the likelihood
that there remains an appropriate level of skills and
of these seriously affecting shareholders’ interests are
experience on the Board to provide an effective
materially reduced.
oversight structure for the Company’s operations.
In mind of the Board’s policies on tenure, and having
Operational and management risks along with a review of
served nine years on the Board, John Evans will retire as
potential emerging risks, are regularly monitored at Board
Chair at the 2025 AGM. It is intended that Sarah Harvey
meetings and the Board’s planned mitigation measures
will be appointed Chair, subject to her re-election, with
for the principal and emerging risks are described in the
Alexandra Innes to be appointed Senior Independent
table below. As part of its annual strategy meeting, the
Director, and Bridget Guerin becoming Chair of the
Board carries out a robust assessment of the principal and
Marketing and Communications Committee.
emerging risks facing the Company, including those that
Principal developments and future prospects would threaten its business model, future performance,
solvency or liquidity.
The principal business developments over the course of
the year and an update on the future prospects for the
The Board maintains a risk register and also carries out a
Company are set out in the Chairman’s statement on
detailed risk analysis as part of its annual strategy meeting.
pages 4 to 5 and the Manager’s review on pages 6 to 10.
The Board has identified the following principal and
The future performance of the Company depends upon the
emerging risks to the Company:
success of the Company’s investment strategy in the light of
economic factors and equity markets developments.
Principal risks Mitigation and management
Investment strategy and objectives The Board formally reviews the Company’s objective and strategy on an
– Pursuing an investment strategy to annual basis, or more regularly if appropriate. The Board also receives
fulfil the Company’s objective which the updates at each Board meeting from the Manager with regards to the
market perceives to be unattractive or portfolio and its performance; receives broker updates on the market; and
inappropriate may lead to reduced returns is updated on the make-up and movements in the shareholder register. In
for shareholders and, as a result, the addition, the Company operates a discount control mechanism; the marketing
Company may become unattractive to and distribution activity is actively reviewed; and the Board and Manager
investors, leading to decreased demand for proactively engage with shareholders on an ongoing basis.
its shares and a widening discount.
Investment management – If the longer- The Board manages the risk of investment underperformance by relying on
term performance of the investment the Manager’s stock selection skills within a framework of diversification and
portfolio does not deliver income other investment restrictions and guidelines.
and capital returns in line with the
The Board monitors the implementation and results of the investment process
investment objective and/or consistently
with the Manager (who attends all Board meetings) and reviews data that
underperforms market expectations, the
shows statistical measures of the Company’s risk profile. Should investment
Company may become unattractive to
underperformance be sustained despite the mitigation measures taken by the
investors.
Manager, the Board would assess the cause and be able to take appropriate
action to manage this risk.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 17
## Strategic report continued
Principal risks Mitigation and management
Macro-economic and market risk – The Board receives regular updates on the Company’s portfolio and the
The Company’s portfolio is invested in investment environment in which the Manager is operating. An explanation
listed equities and is therefore exposed of the different components of market risk and how they are individually
to events or developments which can managed is contained in note 18 to the financial statements on pages 61
affect the general level of share prices, to 64.
including inflation or deflation, economic
recessions and movement in interest rates
and currencies which could cause losses
within the portfolio and increasing finance
and operational costs of the Company.
Gearing and leverage risk – The The Company’s gearing is maintained at a conservative and manageable
Company may borrow money for level. All borrowing facilities require prior approval of the Board and actual
investment purposes. While this has the borrowing levels are discussed by the Board and Manager at every meeting.
potential to enhance investment returns Details of the Company’s current borrowings and unused facilities can be
in rising markets, in falling markets found in note 12 to the financial statements on page 59. The Company’s
the impact could be detrimental to investments are in quoted securities that are readily realisable and the Board
performance. If borrowing facilities are regularly reviews the liquidity level of the portfolio in order to assess how
not renewed, the Company may have to quickly, if necessary, the borrowings could be repaid. The Board, through the
sell investments to repay borrowings. Company Secretary, maintains an open and constructive dialogue with the
Company’s lenders to ensure that any renewal of the facilities is co-ordinated
well in advance of the expiration of any existing facilities.
Discount risk – The discount/premium at The Company operates a discount control mechanism which aims to ensure,
which the Company’s shares trade relative in normal market conditions, the Company’s shares trade, on a consistent
to its net asset value can fluctuate. The basis, at or very close to net asset value. The Board reviews the operation
risk of a widening discount is that it may of the discount control mechanism at each Board meeting and maintains a
undermine investor confidence in the regular dialogue with Juniper Partners (which manages the policy on behalf of
Company. the Board) in respect of any issues or buybacks under the policy.
Operational risk – The Company is The Board carries out an annual evaluation of its service providers and
dependent on third parties for the gives regular feedback to the Manager and Company Secretary through
provision of all services and systems. the Management Engagement Committee. The Board receives and reviews
Any fraud, control failures, cyber threats, control reports from all service providers where appropriate. Periodically, the
business continuity issues at, or poor Board requests representatives from third party service providers to attend
service from, these third parties could Board meetings to give the Board the opportunity to discuss the controls that
result in financial loss or reputational are in place directly with the third-party providers.
damage to the Company.
Accounting, legal and regulatory – The Board considers that, given the regular oversight of this risk carried out
In order to continue to qualify as an by the Company Secretary and reviewed by the Board, the likelihood of this
investment trust, the Company must risk occurring is minimal. The Audit and Risk Committee regularly reviews the
comply with the requirements of section eligibility conditions and the Company’s compliance against each, including
1158 of the Corporation Tax Act 2010. the minimum dividend requirements and shareholder composition for close
Breaches of the UK Listing Rules, the company status.
Companies Act or other regulations with
The Board receives reports from the Manager and Juniper Partners in its
which the Company is required to comply,
capacity as AIFM and Company Secretary to enable it to ensure compliance
could lead to a number of detrimental
with all applicable rules.
outcomes.
Environmental, social and governance The investment process is focused on ESG issues and, as set out on
(‘ESG’) risk – There is increasing pages 13 and 14, this includes an assessment of the potential impact of
awareness of the challenges and climate change. Overall the specific potential effects of climate change are
emerging risks posed by climate change difficult, if not impossible to predict and the Board and Manager continue to
and the importance and impact of other monitor material physical and transition risks and opportunities as part of the
ESG issues. investment process.
18 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Overview

Governance

Financial review

Investor information

|  Principal risks | Mitigation and management  |
| --- | --- |
|  **Geopolitical risk** – The impact of geopolitical events could result in losses to the Company. | Geopolitical risks have always been an input into the investment process. The ongoing conflicts in Ukraine and Gaza have affected global trade and contributed to volatility in asset prices. This has been further exacerbated by the recent appointment of President Trump and the uncertainty caused by his Administration, in particular the from the imposition of increased global tariffs. The Board seeks to mitigate this risk through maintaining a broadly diversified global equity portfolio with appropriate asset and geographical exposure. The Board and the Manager continue to monitor the ongoing heightened geopolitical risk and are in regular communication on emerging matters which may impact on the portfolio.  |

Following the ongoing assessment of the principal and emerging risks facing the Company, and its current position, the Board is confident that the Company will be able to continue in operation and that the processes of internal control that the Company has adopted and oversight by the Manager and the Company Secretary continues to be effective.

## Key performance indicators

The Board provides certain key performance indicators ('KPIs') to monitor and assess the performance of the Company. The principal KPIs are:

### 1. Performance comparison

The NAV total return to 31 March 2025 was 10.9% against the Lipper Global-Equity Global Income Index total return of 4.5%, resulting in an outperformance of 6.4% (2024: underperformance of 6.7%).

### 2. Growth in net assets per share

The growth in net assets per share is measured by the growth in the cum income NAV per share during the financial year. The Company's cum income NAV per share increased to 243.10p at 31 March 2025, from 223.71p as at 31 March 2024, an increase of 8.7% (2024: increase of 1.5%).

The Chairman's statement, on pages 4 to 5, and the Manager's review, on pages 6 to 10, provide more information on performance.

### 3. Ongoing charges

The Board monitors the ongoing charges to ensure it stays at or below 1.0%. The ongoing charges for the year ended 31 March 2025 were 0.80% (2024: 0.96%) and therefore the KPI was achieved.

|  Summary of KPIs | Target | Actual | Achieved  |
| --- | --- | --- | --- |
|  1. Performance comparison | Total return to exceed the Lipper Global – Equity Global Income Index | 6.4% | ✓  |
|  2. Growth in net assets per share | Growth in cum income NAV per share | 8.7% | ✓  |
|  3. Ongoing charges | Below 1.0% | 0.80% | ✓  |
|  4. Average premium/(discount) | At or very close to NAV | (1.4)% | ✓  |
|  5. Rising income | Dividend per share growth | 28.0% | ✓  |

Approved by the Board

John Evans 21 May 2025

### 4. Discount

In November 2020, the Board introduced the discount control mechanism with the aim to ensure, that in normal market conditions, the Company's shares trade, on a consistent basis, at or very close to NAV. At 31 March 2025, the share price was at a discount of 1.69% (31 March 2024 – discount of 1.66%). The average discount for the year was 1.4% (2024: 0.3%).

The successful implementation of this policy sees shares being purchased and issued by the Company on a consistent basis and the intention is to grow the Company in real terms through share issuances over time.

### 5. Rising income

The Board aims to achieve rising income through investment in a balanced portfolio constructed from global equities.

The annual dividend for the year ended 31 March 2025 was 8.368p, an increase of 28.0% on the annual dividend for the year ended 31 March 2024 of 6.54p.

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 19
## Board of directors
## John Evans Sarah Harvey
Independent Non-Executive Director – Chairman Senior Independent Director – Chair of the Marketing
and Communications Committee
John has over 40 years of experience in the investment Sarah has extensive experience in corporate strategy,
trust sector as both a manager and subsequently as a non- product and technology, marketing and operations. She
executive director. In 1990 John was one of the founders is currently the Chief Development Officer for the NEC
of Aberforth Partners, a specialist investment management Group, owned by Blackstone Inc, having previously worked
firm that invests in UK smaller quoted companies, generally in general management roles for a variety of fast growing,
on behalf of institutional investors. Following his retirement international scale up businesses including Prodigy Finance
from Aberforth, John has been a non-executive director Ltd, Square Inc and Tough Mudder Inc. Her career began
and Chair of a number of investment trusts. He joined the with Bain & Company before working in strategy on a range
Board of STS Global Income & Growth Trust in February of international projects for businesses and not for-profit
2016 and was appointed Chairman in November 2019. organisations. She was appointed to the Board of STS
As noted in the Chairman’s statement, John has announced Global Income & Growth Trust in October 2018. Sarah will
that he intends to retire at the AGM in 2025. assume the role of Chair of the Board following the AGM
in 2025.
## Gillian Elcock Bridget Guerin
Independent Non-Executive Director – Chair of the Independent Non-Executive Director
Management Engagement Committee
Gillian has extensive asset management and investment Bridget is currently Chair of Artemis UK Future Leaders
research experience. She is the founder of Denny Ellison, plc, and previously held the position of Chair of Schroder
an independent investment research and training company, Income Growth Fund plc, Chair of Troy Income & Growth
and was its Managing Director for ten years. Prior to this, Trust plc, and spent eight years on the Board of Charles
she worked as an equity research analyst for several years Stanley & Co Limited. Bridget has held senior positions
at Putnam Investments and Insight Investment. Gillian is a as marketing director at Ivory & Sime plc and Schroders
non-executive director of International Biotechnology Trust and was managing director of Matrix Money Management
plc, Octopus Apollo VCT plc and Melrose Industries plc. Limited. She is also Chairman of York Racecourse and is
She holds an MBA from the Harvard Business School and a non executive director of Beverley Racecourse and also
MEng and BSc degrees from the Massachusetts Institute of sits on the board of the Retraining of Racehorses charity.
Technology. She was appointed to the Board of STS Global She was appointed to the Board of STS Global Income &
Income & Growth Trust in September 2023. Growth Trust in March 2024. Bridget will assume the role of
Chair of the Marketing and Communications Committee
following the AGM in 2025.
20 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Overview Governance Financial review Investor information
## Alexandra Innes Brigid Sutcliffe
Independent Non-Executive Director – Chair of the Independent Non-Executive Director – Chair of the
Nomination and Remuneration Committee Audit & Risk Committee
Alexandra is an experienced non-executive director across Brigid has significant financial, audit and risk management
listed and private organisations in the finance, real estate, governance experience, combined with strategy and
sport and media sectors. She is a non-executive committee change management expertise. She is a non-executive
member at the Bank of England, and a non-executive director and Audit Chair of Strategic Equity Capital plc, a
director of W1M (L&C Waverton Investment Management non-executive director of Northern Venture Trust PLC, a
Group) and Schroder Real Estate Investment Trust, as member of the Finance Committee of Newnham College,
well as being Senior Independent Director at Facilities by Cambridge and a Trustee of Muscular Dystrophy UK. She is
ADF plc. Previous board roles include Knight Frank LLP, a qualified chartered accountant, with an executive career
FTSE 250 Dowlais Group plc, and the All England Lawn in professional services and investment banking, and as a
Tennis Club (Championships) Ltd. Alexandra’s international strategic change management consultant. Brigid has been
executive career spanned investment banking, global a non-executive director for a variety of organisations in
capital markets, and investment management, including as the public, private and third sectors over the past 20 years
Managing Director of Global Markets at Barclays plc, and and has extensive Audit Committee Chair experience.
prior to that Director of Corporate & Investment Banking She holds an MA in Economics from the University of
at Bank of America Merrill Lynch. Alexandra is a Fellow of Cambridge and an MBA from London Business School.
Chapter Zero, and a member of the Finance Committee at Brigid was appointed to the Board of STS Global Income
University of Cambridge. She holds an MA Hons Economics & Growth Trust in March 2024.
from Cambridge University, is a Chartered Member of the
CISI (MCSI), a Green and Sustainable Finance Professional,
Chartered Banker Institute (CCBI GSFP), and holds the
CFA Certificate in ESG Investing. She was appointed to
the Board of STS Global Income and Growth Trust in April
2022. Alexandra will assume the role of Senior Independent
Director following the AGM in 2025.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 21
# Report of the directors

The directors present their report and the audited financial statements of the Company for the year ended 31 March 2025

## Status

The Company carries on business as an investment trust and its shares are listed on the London Stock Exchange. The Company has been approved by the HM Revenue & Customs as an investment trust in accordance with section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. The Company will continue to conduct its affairs in a manner 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. It is not a close company for taxation purposes.

## Revenue and dividends

The net revenue return for the year after expenses, interest and taxation was £8,660,000 (2024: £5,742,000), equivalent to a return of 6.74p per share (2024: 6.08p). Interim dividends totalling 3.172p have been paid during the year with a third interim dividend of 1.586p paid on 30 April 2025. The directors recommend a fourth interim dividend of 3.61p per share to be paid on 4 July 2025 to holders on the register at the close of business on 6 June 2025, making a total for the year of 8.368p (2024: 6.54p).

## Share capital

As at 31 March 2025, the Company had 121,161,415 ordinary shares of one pence each in issue (2024: 140,517,415) and 54,026,770 ordinary shares held in treasury (2024: 34,670,770).

The Company repurchased 19,356,000 shares into treasury at a cost of £43.9 million during the year. No shares held in treasury were reissued during the year.

A special resolution to renew the authorities to issue and repurchase shares will be put to shareholders for approval at the AGM.

## Directors

The Board currently consists of six non-executive directors. The names and biographies of the current directors are set out on pages 20 and 21, indicating their range of experience as well as length of service. All held office throughout the year and up to the date of this report. As noted in the Chairman's statement on page 5, John Evans intends to retire at the AGM on 23 June 2025, with Sarah Harvey succeeding as Chair, subject to her re-election, when the number of non-executive directors will fall to five.

In line with best practice all directors stand annually for either election or re-election at the AGM. New directors automatically offer themselves for election at the AGM immediately following their appointment.

The Board considers that it has a balance of skills and experience relevant to the leadership and direction of the Company and that all directors contribute effectively. The role of the Board and its governance arrangements are set out in the Company's corporate governance statement on pages 29 to 35 which forms part of this report of the directors.

## Management arrangements

### The Manager

The Company appointed Troy Asset Management Limited as investment manager on 12 November 2020. The Board closely monitors investment performance and the Manager attends each Board meeting to present a detailed update to the Board. The Board uses this opportunity to challenge the Manager on any aspect of the portfolio's management.

### AIFM

The Company appointed Juniper Partners Limited as its alternative investment fund manager with effect from 12 November 2020. For its services as AIFM, Juniper Partners receive a fee of 0.015% of the net assets per annum, subject to a minimum fee of £72,980.

The AIFM has formally delegated the portfolio management to Troy as detailed below.

### Investment management delegation agreement

As Manager, Troy receive an annual management fee of 0.55% of the net assets of the Company up to £250 million and 0.50% of net assets above £250 million. Troy agreed to waive the management fee that would otherwise have been payable by the Company in respect of the assets transferred from Troy Income & Growth Trust plc ('TIGT'), for a period of eighteen months as part of the transaction which completed in March 2024. In addition, Troy make a contribution to the cost of the company secretarial and administration services provided by Juniper Partners.

The investment management delegation agreement shall be terminable by either party serving six months' notice. No compensation is payable to the Manager in the event of termination of the contract over and above payment in respect of the required minimum notice.

22 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Continued appointment of the Manager Substantial interests
The Board, through the work of the Management During the year to 31 March 2025 the Company received
Engagement Committee, conducts an annual performance notification in accordance with the FCA’s Disclosure
appraisal of the Manager against a number of criteria, Guidance and Transparency Rule 5.1.2R of the following
including operational performance, investment interests in the voting rights attaching to the Company’s
performance, investment management fees and other issued share capital:
contractual considerations.
% issued
Following the review by the Management Engagement
As at 31 March 2025 No. of shares share capital
Committee outlined on page 34, the Board considers the
continuing appointment of the Manager to be in the best Rathbone Investment
interests of the shareholders at this time. Management 11,740,008 8.4
As at 31 March 2025 James Harries and Tomasz Boniek had
Since the year end and up to the date of this report, the
an interest in 315,732 and 32,105 shares of the Company
Company had not been notified of any changes to the
respectively.
above table.
Company secretarial, accounting and administration
As at 20 May 2025, the last practicable date prior to the
Juniper Partners provides company secretarial, printing of this report, the Company has 120,144,415
accounting and administration services to the Company. ordinary shares in issue (excluding treasury shares).
Juniper Partners also operates the Company’s discount
control mechanism.
### Shareholder and voting rights
Financial review Investor informationOverview Governance
Depositary and custodian Each ordinary shareholder is entitled to one vote on a
show of hands and, on a poll, to one vote for every share
JP Morgan Europe Limited is the Company’s depositary
held. The ordinary shares carry a right to receive dividends
and the custodian is JP Morgan Chase Bank N.A. The
which are declared from time to time by the Company. On
depositary’s responsibilities include cash monitoring,
a winding-up, after meeting the liabilities of the Company,
safe keeping of the Company’s financial instruments and
any surplus assets would be paid to ordinary shareholders
monitoring the Company’s compliance with investment
in proportion to their shareholdings.
limits and leverage requirements. The depositary has
delegated the safe keeping function to the custodian.
There are no restrictions on the transfer of ordinary shares
in the Company other than certain restrictions which may
### Shareholder analysis
from time to time be imposed by law (for example, insider
trading law) and there are no special rights attached to

|  | % of issued |  | % of issued |  |
| --- | --- | --- | --- | --- |
| share capital at |  | share capital at |  | any of the ordinary shares. The Company is not aware of |
| 31 March 2025 |  | 31 March 2024 |  | any agreements between shareholders which may result in |

restrictions on the transfer of ordinary shares or the voting
Wealth managers 46.1 51.6
rights attached to them.
D2C Platform 35.5 29.1
Institution 4.9 4.9
### Corporate governance statement
IFA Platform 1.9 3.4
The Company’s corporate governance statement is set
Other 11.6 11.0 out on pages 29 to 35 and forms part of this report of
100.0 100.0 the directors.
Source: RDIR
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 23
# Report of the directors continued

## Voting policy

The Company has given discretionary voting powers to Troy. With respect to voting on behalf of clients, Troy's policy is to:

- vote at all general meetings of companies in which its clients are invested;
- ensure in all situations that the economic interests of its clients are paramount; and
- vote consistently on behalf of all clients who are invested in the particular company.

The directors are aware that Troy gives consideration to operational performance, corporate social responsibility and corporate governance issues, among many other factors, when investment decisions are taken.

The Board has noted Troy's adoption of the 2020 FRC Stewardship Code, and a copy of the Manager's policies and voting records can be found at www.taml.co.uk.

## Disclosure of information to the auditor

As required by section 418 of the Companies Act 2006 each of the directors of the Company at the time when this report was approved, confirms:

- so far as each of the directors is aware, there is no relevant audit information (as defined in the Companies Act) of which the Company's auditor is unaware; and
- each of the directors has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information (as defined) and to establish that the Company's auditor is aware of that information.

## UK Listing Rule 6.6.1R

UK Listing Rule 6.6.1R requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The directors confirm that there are no disclosures to be made in this regard.

## Greenhouse gas emissions

As an externally managed investment company with no employees, the Company's greenhouse gas emissions are negligible. Streamlined Energy and Carbon Reporting applies to all large companies. However, as the Company has not consumed more than 40,000 kWh of energy during the past year, it qualifies as a low energy user and is exempt from reporting under these regulations.

## Going concern status

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's statement, Manager's review, Strategic report and the Report of the directors.

The financial position of the Company as at 31 March 2025 is shown on the statement of financial position on page 50. The statement of cash flow of the Company is set out on page 52. Note 18 on pages 61 to 64 sets out the Company's risk management policies, including those covering market price risk, liquidity risk and credit risk.

The Company has a three-year multi-currency revolving credit facility for £20 million, with an additional £5 million accordion option, which expires in September 2026. As at 31 March 2025 £15.1 million had been drawn under this facility in the following currencies: £1.5 million, £4.5 million and US$12.75 million. The Company has adequate financial resources in the form of readily realisable listed securities and as a result the directors assess that the Company is able to continue in operational existence without the facilities.

In accordance with the 2019 AIC Code of Corporate Governance, the directors have undertaken a rigorous review of the Company's ability to continue as a going concern. The Company's assets consist of a diverse portfolio of listed equity shares which, in most circumstances, are realisable within a very short timescale. The directors are mindful of the principal and emerging risks and uncertainties disclosed on pages 17 to 19 and also considered the potential impact of increased tariffs. They have reviewed revenue forecasts (adjusted for various sensitivities) and they believe that the Company has adequate financial resources and a suitably liquid investment portfolio to continue its operational existence for the foreseeable future, and at least for the period to 31 March 2027, which is at least 12 months from the date the financial statements are authorised for issue.

24 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Viability statement Performance, outlook and trends likely to
### The Company’s business model is designed to achieve affect future performance
rising income and long-term capital growth through Please refer to the Chairman’s statement on pages 4 to 5
investment in a balanced portfolio constructed from and the Manager’s review on pages 6 to 10 for an update
global equities unconstrained by geography, sector, stock on the performance of the Company over the year and
or market capitalisation. The business model is based outlook for 2025, together with information on the trends
on having no fixed or limited life provided global equity likely to affect the future performance of the Company.
markets continue to operate normally. The Board has
assessed its viability over a five year period as it believes
### AGM
this is an appropriate period over which it does not expect
The AGM of the Company will be held at 10.30am on 23 June
there to be any significant change to the principal risks
2025, at the offices of Troy Asset Management, 33 Davies
and adequacy of the mitigating controls in place. The
Street, London, W1K 4BP.
Board considers that this reflects the minimum period
which should be considered in the context of its long-term
Shareholders are encouraged to vote by proxy. If shares
objective but one which is limited by the inherent and
are not held directly, for example either through a platform
increasing uncertainties involved in assessment over a
or a wealth manager, investors are encouraged to arrange
longer period.
for their nominee to vote on their behalf. Questions to the
AGM may be written on the form of proxy in the space
In making this assessment the directors took comfort
provided, and a written response will be posted on the
from the results of a series of stress tests that considered
Company’s website following the meeting. The Notice of
the impact of severe market downturn scenarios on the
AGM is included on pages 71 to 73. Resolutions relating to
Company’s financial position. The directors also considered Financial review Investor informationOverview Governance
the following items of business will be proposed:
the following risks to its ongoing viability:
• the principal and emerging risks and uncertainties and Remuneration report – ordinary resolution
the mitigating actions set out on pages 17 to 19; In accordance with the provisions of the Companies Act
• the mitigation measures which key service providers 2006 the directors’ remuneration report will be put to
including the Manager have in place to maintain an annual shareholder vote by ordinary resolution. The
operational resilience; vote is advisory in nature and is in respect of the overall
remuneration package which is in place for directors
• the challenges posed by climate change;
of the Company, and not specific to individual levels
• the ongoing relevance of the Company’s investment
of remuneration.
objective in the current environment;
• the level of income forecast to be generated by the Dividend policy – ordinary resolution
Company and the liquidity of the Company’s portfolio;
As a result of the timing of the payment of the Company’s
• the level of fixed costs and debt relative to its liquid quarterly dividends in January, April, July and October,
assets; and the Company’s shareholders are unable to approve a final
• the expectation is that the current portfolio could dividend each year. As an alternative the Board intend to
be liquidated to the extent of 99% within three put the Company’s dividend policy to shareholders for
trading days. approval on an annual basis.
Based on this assessment, the Board has a reasonable Resolution 3, which is an ordinary resolution, relates to
expectation that the Company will be able to continue in the approval of the Company’s dividend policy which is
operation and meet its liabilities as they fall due over the as follows:
next five years.
Dividends on the ordinary shares are payable quarterly in
January, April, July and October. The payment of dividends
### Post balance sheet events
in accordance with this dividend policy is subject always
Since 31 March 2025, there are no commitments/ to market conditions and the Company’s financial position
contingent liabilities and post balance sheet events which and outlook.
would require the adjustment of or disclosure in the
financial statements.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 25
# Report of the directors continued

## Re-election of directors – ordinary resolutions

Biographical detail of the directors can be found on pages 20 and 21. In accordance with the principles of good governance set out in the UK Corporate Governance Code all directors who will continue following the AGM will seek re-election. In proposing the re-election of the directors, the Board has confirmed that, following the most recent evaluation, each director continues to make an effective and valuable contribution to the Board and demonstrates commitment to their role.

## Allotment of shares – ordinary resolution

Section 551 of the Companies Act 2006 provides that the directors may not allot new shares without shareholder approval. Resolution 11 seeks to renew the directors' authority to allot shares up to a maximum aggregate nominal amount of £400,481 (being an amount equal to one third of the issued share capital of the Company (excluding treasury shares) as at 20 May 2025, being the last practicable date before the date of this document). The Board intends to exercise this power only once the number of shares held by the Company in treasury is not sufficient to support share issuance by the Company. As at 20 May 2025, being the last practicable date prior to the publication of this document, the Company held 55,043,770 ordinary shares in treasury, representing approximately 45.8% of the Company's issued share capital (excluding treasury shares).

The authority will expire on 30 September 2026 or, if earlier, at the AGM of the Company to be held in 2026, unless previously cancelled or varied by the Company in general meeting.

## Disapplication of statutory pre-emption rights – special resolution

Resolution 12 proposes as a special resolution to continue the directors' authority under sections 570 and 573 of the Companies Act 2006 to allot shares for cash in certain circumstances otherwise than pro rata to all the shareholders up to an aggregate nominal amount of £350,376 (representing 20% of the Company's issued share capital, including treasury shares as at 20 May 2025, the latest practicable date before publication of the accounts). Any issue of shares would be made in accordance with the Company's articles of association. The directors issue new ordinary shares or re-issue shares from treasury only when they believe it is advantageous to the Company's shareholders to do so and for the purposes of operating

the Company's discount control mechanism. Any such issue of shares would only be undertaken at a premium to the NAV at the time of dealing. In no circumstances would such issue of new ordinary shares or re-issue of shares from treasury result in a dilution of the net asset value per share.

For the purposes of this resolution, allotment of shares includes the sale of treasury shares. As at 20 May 2025, being the last practicable date prior to the publication of this document, the Company held 55,043,770 ordinary shares in treasury, representing approximately 45.8% of the Company's issued share capital (excluding treasury shares).

## Purchase of own shares – special resolution

Each year the directors seek authority from shareholders to purchase the Company's own shares. The directors recommend that shareholders renew this authority by passing resolution 13.

Any shares purchased pursuant to this authority may be automatically cancelled or held in treasury pursuant to the Companies (Acquisition of own shares) (Treasury shares) Regulations 2003. Resolution 13 specifies the maximum number of shares that may be acquired being 14.99% of the issued share capital (excluding treasury shares) as at 20 May 2025, being the last practicable date prior to the publication of this document, and the maximum and minimum prices at which they may be bought and, if passed, would lapse at the Company's AGM in 2026.

The main effect of any share buybacks (whether for cancellation or to be held in treasury) will be to enhance the net asset value of the remaining ordinary shares, as the shares will only be acquired at a cost that is less than their net asset value.

Purchases can provide liquidity for shareholders wishing to sell their ordinary shares and may have a beneficial effect on the discount to their net asset value at which the ordinary shares currently trade. The purpose of holding some shares in treasury is to allow the Company to re-issue those shares quickly and cost-effectively, thus providing the Company with greater flexibility in the management of its capital base. Whilst in treasury no dividends are payable on or voting rights attached to the shares.

26 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Purchase by the Company of its own shares will be funded either by using available cash resources, by selling investments in the portfolio or through borrowings. During the year ended 31 March 2025, the Company bought back 19,356,000 ordinary shares to be held in treasury. As at 31 March 2025, the Company held 54,026,770 shares in treasury representing 30.8% of the issued share capital of the Company. As at 20 May 2025 being the last practicable date before publication of the accounts, the Company holds 55,043,770 shares in treasury representing 45.8% of the issued share capital of the Company (excluding treasury shares).

### Notice period for general meetings – special resolution

The Company's articles of association enable the Company to call general meetings (other than an AGM) on 14 clear days' notice. In order for this to be effective, shareholders must also approve annually the calling of meetings other than AGMs on 14 days' notice. Resolution 14 will be proposed at the AGM to seek such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

The Company meets the requirements for electronic voting under the Companies Act 2006, offering facilities for all shareholders to vote by electronic means. The Board believes it is in the best interests of shareholders for the shorter notice period to be available to the Company, although it is intended that this flexibility will be used only for early renewals of the Board's authority to issue new shares or re-issue shares from treasury and only where merited in the interests of shareholders as a whole.

### Recommendation

The directors believe all the resolutions proposed are in the best interests of the Company and the shareholders as a whole and recommend all shareholders to vote in favour of all the resolutions.

The results of the votes on the resolutions at the AGM will be published on the Company's website www.stsplc.co.uk.

### Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ("FRS102"). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies in accordance with section 10 of FRS102, and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
- provide additional disclosures when compliance with specific requirements in FRS102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company financial position and financial performance;
- state whether applicable UK Accounting Standards, including FRS102, have been followed, subject to any material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a strategic report, directors' report, directors' remuneration report and corporate governance statement that comply with that law and those regulations.

The financial statements are published on the Company's website, www.stsplc.co.uk, which is maintained by the Manager. The maintenance and integrity of the website is, so far as it relates to the Company, the responsibility of the Manager.

Overview

Governance

Financial review

Investor information

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 27
## Report of the directors continued
The directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
### Responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice, including FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company;
• the annual report, including the strategic report,
includes a fair review of the development and
performance of the business and the position of the
Company, together with a description of the principal
and emerging risks and uncertainties that it faces; and
• the annual report and financial statements, taken as
a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to
assess the Company’s performance, business model
and strategy.
This responsibility statement was approved by the Board of
directors on 21 May 2025 and is signed on its behalf by:
John Evans
Chairman
21 May 2025
28 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Corporate governance statement
### Corporate governance Role of the Board
Corporate governance is the process by which the Board Investment companies have a board of directors whose
seeks to look after shareholders’ interests and protect duty it is to govern the Company to secure the best
and enhance shareholder value. Shareholders hold the possible return for shareholders within the framework
directors responsible for the stewardship of the Company, set out in the Company’s articles of association – in
delegating authority and responsibility to the directors to other words, to look after the interests of shareholders.
manage the Company on their behalf and holding them The Board met five times during the year on a formal
accountable for its performance. basis and on an ad-hoc basis when required, to consider
the Company’s strategy and monitor the Company’s
The Board is ultimately responsible for framing and
performance (see table on the next page). The directors
executing the Company’s strategy and for closely
are directly answerable to shareholders.
monitoring risks. It aims to run the Company in a manner
which is responsible and consistent with our belief in An investment trust Board provides a very specific and
honesty, transparency and accountability. In our view, proactive form of direct oversight of the investment of the
good governance means managing our business well and shareholders’ funds.
engaging effectively with investors. The Board consider
The Board takes this responsibility extremely seriously
the practice of good governance to be an integral part
and serves shareholders by ensuring that the interests of
of the way it manages the Company and is committed
the Manager are aligned as closely as possible with those
to maintaining high standards of financial reporting,
of shareholders.
transparency and business integrity.
The Board, chaired by John Evans, currently consists of six
This report, which is part of the Report of the directors,
Financial review Investor informationOverview Governance
non-executive directors, all of whom are considered under
explains how the Board addresses its responsibility,
the AIC Code to be independent of the Manager and free
authority and accountability.
of any relationship which could materially interfere with
the exercise of their independent judgement on issues of
Compliance with the AIC Code
strategy, performance, resources and standards of conduct.
The Board of the Company has considered the Principles
Biographies for all of the directors are on pages 20 and 21,
and Provisions of the 2019 AIC Code of Corporate
which demonstrate a breadth of investment knowledge,
Governance (‘AIC Code’). The AIC Code addresses the
business and financial skills which enable them to provide
principles and provisions set out in the 2018 UK Corporate
effective strategic leadership and proper governance of
Governance Code (the ‘UK Code’), as well as setting
the Company.
out additional provisions on issues that are of specific
relevance to investment companies. The Board considers
The number of routine Board and committee meetings
that reporting against the principles and provisions of
attended by each director during the year compared
the AIC Code, which has been endorsed by the Financial
to the total number of meetings that each director was
Reporting Council provides more relevant information to
eligible to attend is detailed in the table on page 30. The
Shareholders than if it had adopted the UK Code. The AIC
Board meets formally at least five times a year, and more
Code is available on the AIC website (www.theaic.co.uk). It
frequently where business needs require. In addition, the
includes an explanation of how the AIC Code adapts the
Board maintains regular contact with the Manager and
Principles and Provisions set out in the UK Code to make
Company Secretary.
them relevant for investment companies.
The primary focus at regular Board meetings is a review of
During the year the Company has complied with the
investment performance and associated matters including
provisions of the AIC Code and the relevant provisions of
asset allocation, promotion and investor relations, peer
the UK Corporate Governance Code.
group information and industry issues. To enable the Board
to function effectively and allow directors to discharge
A revised AIC Code was issued in August 2024, and will
their responsibilities, full and timely access is given to
come into effect for accounting periods beginning on
all relevant information. In the case of Board meetings,
or after 1 January 2025 (with the exception of Provision
this consists of a comprehensive set of papers, including
34 which will come into effect for accounting periods
the portfolio manager’s review, performance reports and
beginning on or after 1 January 2026). The Board
discussion documents regarding specific matters. Directors
will continue to review the Company’s governance
have made further enquiries where necessary.
arrangements to ensure ongoing compliance with the
updated AIC Code.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 29
## Corporate governance statement continued
The Board sets the Company’s values and objectives and addressing any weaknesses. The Chairman also engages
ensures that its obligations to its shareholders are met. with major shareholders and ensures that all directors
It has formally adopted a schedule of matters which are understand shareholder views.
required to be brought to it for decision, thus ensuring
The Senior Independent Director acts as a sounding
that it maintains full and effective control over appropriate
Board for the Chairman and acts as an intermediary for
strategic, financial, operational and compliance issues.
other directors, when necessary. Working closely with the
The Board undertakes an annual review of culture, policies
Nomination and Remuneration Committee, the Senior
and practices to ensure that they are aligned with the
Independent Director takes responsibility for the annual
Company’s values and objectives.
appraisal of the Chairman’s performance and is available
to shareholders to discuss any concerns they may have.
The role of the Chairman and Senior Independent
Following the AGM, Alexandra Innes will assume the role
Director
of Senior Independent Director.
The Chairman of the Board is responsible for providing
effective leadership to the Board, by setting the tone
Committee structure
of the Company, demonstrating objective judgement
There are four Board committees: Audit and Risk,
and promoting a culture of openness and debate. The
Marketing and Communications, Management
Chairman facilitates effective contribution, and encourages
Engagement and Nomination and Remuneration. Terms
active engagement, by each director. The Chairman
of reference for each of the committees are available via
also ensures that directors receive accurate, timely and
the Company Secretary. Directors who are not members of
clear information to assist them with effective decision-
committees may attend at the invitation of the committee
making. The Chairman leads the evaluation of the Board
chairman. Further details of the work of each committee
and individual directors, and acts upon the results of
and their members is set out on page 34.
the evaluation process by recognising strengths and
Directors’ meetings
The following table shows the number of formal Board and committee meetings held during the year and the number
attended by each director.

|  |  | Management |  |  | Nomination and |  | Marketing and |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | Engagement | Audit and Risk |  | Remuneration |  | Communications |  |
|  | Board | Committee |  | Committee |  | Committee |  | Committee |
| (5 meetings) |  | (1 meeting) |  | (3 meetings) |  | (2 meetings) |  | (2 meetings) |

John Evans 5/5 1/1 N/A 2/2 2/2
Angus Cockburn 1/1 0/0 1/1 0/0 0/0
Bridget Guerin 5/5 1/1 3/3 2/2 2/2
Gillian Elcock 5/5 1/1 3/3 2/2 2/2
Sarah Harvey 5/5 1/1 3/3 2/2 2/2
Alexandra Innes 5/5 1/1 3/3 2/2 2/2
Brigid Sutcliffe 5/5 1/1 3/3 2/2 2/2
Mark Little 1/1 0/0 1/1 0/0 0/0
Notes:
1. John Evans, as Chairman, does not sit on the Audit and Risk Committee but attended each of the meetings.
2. Angus Cockburn retired on 27 June 2024.
3. Mark Little retired on 27 June 2024.
30 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Directors’ independence and succession Tenure
### planning The Board has adopted a tenure policy for all directors,
The Board consists of six non-executive directors, each of including the Chairman, which states that the Board
whom is considered independent. Directors are initially believes that it is an advantage to have the continuous
appointed until the following annual general meeting contribution of directors over a period of time during
when, under the Company’s articles of association, it which they are able to develop awareness and insight of
is required that they be elected by shareholders. The the Company and thereby be able to make a valuable
Board has decided that all directors will stand for annual contribution to the Board as a whole. The Board believes
re-election in line with best practice under the AIC Code. that it is appropriate for a director to serve for up to nine
years following their initial election at their first AGM, and
The Board does not believe that length of service in itself it is expected that directors will stand down from the Board
necessarily disqualifies a director from seeking re-election after that time. However, a flexible approach to tenure
but, when making a recommendation, the Board will has been adopted and that period may be extended for
take into account the ongoing requirements of the AIC a limited time to facilitate effective succession planning
Code, including the need to refresh the Board and whilst still ensuring regular refreshment and diversity on
its committees. the Board.
In accordance with the AIC Code, all directors are
### Board diversity
considered to be independent of the Manager. They are
free of any relationship which could materially interfere with The Nomination and Remuneration Committee considers
the exercise of their independent judgement on issues of diversity, including balance of skills, knowledge, gender,
strategy, performance, resources and standards of conduct social and ethnic backgrounds, cognitive and personal
Financial review Investor informationOverview Governance
and demonstrate a breadth of investment knowledge, strengths and experience, amongst other factors when
business and financial skills which enable them to provide reviewing the composition of the Board.
effective strategic leadership and proper governance of
The Nomination and Remuneration Committee does not
the Company.
consider it appropriate to establish diversity targets or
The Board plans for its own succession with the assistance quotas at this time. However, it is conscious of the diversity
of the Nomination and Remuneration Committee. This targets set out in the FCA Listing Rules and the AIC Code
process involves the identification of the need for a new of Corporate Governance in appointing appropriately
appointment, and the preparation of a brief including diverse, independent non-executive directors who set the
a description of the role and specification of the operational and moral standards of the Company and aims
capabilities required. to have an appropriate level of diversity on the Board.
The Nomination and Remuneration Committee may seek In accordance with UK Listing Rule 6.6.6R (9), (10) and (11)
assistance in identifying suitable candidates by appointing the Board has provided the following information in relation
an external recruitment firm. It would typically consider to its diversity as at 31 March 2025, being the financial year-
candidates from a wide range of backgrounds, having end of the Company. The information included in the tables
consideration for the diversity of the Board as a whole, below has been obtained following confirmation from the
including but not limited to gender and ethnicity. In individual directors. As shown in the tables, the Company
planning for a successor to John Evans as Chairman, after met the FCA ethnic diversity target as at 31 March 2025.
careful consideration by the Committee, it was agreed The Board will continue to take all matters of diversity into
that the Company did not need to undergo an external account as part of its succession planning and aims to have
Chair search. an appropriate level of diversity on the Board. When making
future appointments, the Board will ensure gender diversity
is a key consideration given the change in gender balance
on the Board following the combination with TIGT and the
subsequent retirement of Directors.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 31
## Corporate governance statement continued
Board gender as at 31 March 2025

| Number of |  |  |  | Number of |  | Number in |  | Percentage of |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Board | Percentage | senior positions |  |  | executive |  |  | executive |  |
|  |  |  |  |  | 4 |  | 1 |  |  | 1 |
| members |  | of the Board | on the Board |  |  | management |  | management |  |  |

Men 1 17% 1 n/a n/a
2 3
Women 5 83% 1 n/a n/a
Not specified/prefer not to say – – – n/a n/a
Board ethnic background as at 31 March 2025

| Number of |  |  |  | Number of |  | Number in |  | Percentage of |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Board | Percentage | senior positions |  |  | executive |  |  | executive |  |
|  |  |  |  |  | 4 |  | 1 |  |  | 1 |
| members |  | of the Board | on the Board |  |  | management |  | management |  |  |

White British or other white
5
(including minority-white groups) 5 83% 2 n/a n/a
Mixed/multiple ethnic groups – – – n/a n/a
Asian/Asian British – – – n/a n/a
Black/African/Caribbean/
Black British 1 17% – n/a n/a
Other ethnic group,
including Arab – – – n/a n/a
Not specified/prefer not to say – – – n/a n/a
1. The number of Directors in executive management is not applicable for an investment trust.
2. This meets the UK Listing Rules target of 40%.
3. This meets the UK Listing Rules target of at least one senior position on the Board to be held by a woman.
4. For the purposes of the UK Listing Rule disclosures only the positions of Chairman and Senior Independent Director are relevant for an investment trust.
5. This meets UK Listing Rules target on ethnic diversity of one ethnic individual.
### Induction and training Performance evaluation
The Company Secretary provides all directors with A formal, annual, appraisal system has been agreed
induction training on appointment, tailored to the needs for the evaluation of the Board, its committees and the
of individual appointees. The induction programme individual directors, including the Chairman. The Board
includes one-to-one meetings with representatives of the and Committee evaluation questionnaires are drawn
Manager and the Company Secretary. Regular briefings are up by the Company Secretary and completed by each
provided on changes in regulatory requirements that affect director. The responses are collated and discussed. The
the Company and directors. Directors are encouraged Chairman leads the evaluation of the Board, committee
to attend industry and other seminars covering issues and individual directors, including consideration of the
and developments relevant to investment trusts. Board time commitment, skills and experience of the directors,
meetings regularly include agenda items on recent while the Senior Independent Director leads the evaluation
developments in governance and investment trust issues. of the Chairman’s performance. The Board has given
consideration to appointing an external Board evaluator,
however, it does not believe it is necessary at this time. The
### Directors’ indemnity
results of the evaluation process were presented to and
The Company provides a deed of indemnity to each
considered by the Board. There were no significant actions
director to the extent permitted by United Kingdom
arising from the evaluation process and it was agreed that
law whereby the Company is able to indemnify such a
the current composition of the Board and its committees
director against any defence costs incurred in proceedings
reflected a suitable mix of skills and experience and each
brought by the Company against a director in which the
of the directors have the appropriate time to devote to
director successfully defends. The Company also has in
the proper performance of their role on the Company.
place a director and officer liability insurance policy that is
It concluded that the Board as a whole, the individual
renewed annually.
directors and its committees were functioning effectively.
32 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
As a result of the Board’s evaluation process the Chairman
### Modern slavery statement
confirms that all directors continue to be effective and their
The Modern Slavery Act 2015 requires certain companies
election/re-election is recommended.
to prepare a slavery and human trafficking statement. As
the Company has no employees and does not supply
The Board also regularly reviews the performance of the
goods and services, it does not fall within the scope of the
Manager. The Management Engagement Committee meets
Modern Slavery Act and therefore no slavery or human
to review the continuing appointment of the Manager
trafficking statement is included in the annual report.
and reviews the terms of the investment management
Whilst the Company is not within the scope of the Modern
agreement, to ensure that it remains competitive and in
Slavery Act 2015, it has considered its supply chains to be
the best interest of shareholders along with the continuing
of low risk. The Company’s supply chain is limited, and
appointment of other key service providers.
its suppliers include Troy as Manager, Juniper Partners
as AIFM, Company Secretary and administrator and a
### Company secretary
number of other professional firms and advisers. The
The Board has direct access to company secretarial
Company takes a zero-tolerance approach to slavery and
advice and services of Juniper Partners which, through its
human trafficking and expects all those it deals with to
nominated representatives, is responsible for ensuring that
demonstrate the same attitude.
Board and committee procedures are followed, and that
applicable regulations are complied with.
### Relations with shareholders
The Company places great importance on communication
### Conflicts of interest
with shareholders. It aims to provide shareholders with
Directors are required to disclose all actual and potential
a full understanding of the Company’s activities and
Financial review Investor informationOverview Governance
conflicts of interest to the Board as they arise for
performance and reports formally to shareholders twice a
consideration and approval. The Board may impose
year by way of the annual report and the half-yearly report.
restrictions or refuse to authorise such conflicts if deemed
The net asset value of the Company’s shares is available
appropriate. The Board regularly monitors the interests
daily through the London Stock Exchange and the
of each director and a register of directors’ interests,
Company’s monthly updates are available on the website.
including potential conflicts of interest, is maintained by
In addition, the Chairman meets major shareholders
the Company. Directors who have potential conflicts of
annually or as necessary without the Manager present.
interest will not take part in any discussions which relate
to that particular conflict. The Board considers that the The Board monitors the shareholder base of the
framework has worked effectively throughout the year Company at every Board meeting. All shareholders have
under review. the opportunity to attend the Company’s AGM and the
Manager’s annual investment trust seminar at which the
directors and representatives of the Manager are available
### Anti-bribery
to meet shareholders and answer questions. The Manager
The Board has a zero tolerance policy towards bribery and
also presents a review of the Company’s performance and
ensures that its service providers and associated persons
invites questions from shareholders at both events.
have adequate anti-bribery policies and procedures in
place which are high level, proportionate and risk based.
The Manager’s business development team also maintains
regular contact with the Company’s shareholders and
In relation to the corporate offence of failing to prevent tax
reports regularly to the Board. Shareholders can also
evasion, it is the Company’s policy to conduct all business
contact the directors throughout the year, through the
in an honest and ethical manner. The Company takes
Company Secretary.
a zero-tolerance approach to facilitation of tax evasion
whether under UK law or under the law of any foreign
country and is committed to acting professionally, fairly and
with integrity in all its business dealings and relationships.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 33
## Corporate governance statement continued
### Board committees Audit and Risk Committee
The Committee, chaired by Brigid Sutcliffe, comprises
Management Engagement Committee
all the directors save for John Evans, the Company’s
The Committee, chaired by Gillian Elcock and comprising
Chairman, who in line with best practice does not
of all directors, met once during the year and its
formally sit on the Committee but attends each of the
responsibilities include:
meetings. The Committee met three times during the year.
Further information may be found in the Audit and Risk
• reviewing the continuing appointment of the Manager;
Committee’s report on pages 39 to 41.
• reviewing the performance of the Manager in terms of
investment performance, marketing and administration
Internal control
services provided;
The AIC Code and the FCA’s Disclosure Guidance and
• reviewing the terms of the investment management
Transparency Rules require directors, at least annually,
agreement, to ensure that it remains competitive and in
to review the effectiveness of the Company’s system of
the best interests of shareholders; and
internal control and include a description of the main
• reviewing the performance of other service providers
features relating to the financial reporting process.
to the Company including the Company Secretary,
depositary, registrar and broker. Investment management and all administrative services are
provided to the Company by Troy and Juniper Partners,
Nomination and Remuneration Committee
respectively, the Company’s system of internal control
The Committee, chaired by Alexandra Innes and mainly comprises monitoring the services provided by them,
comprising of all directors, met twice during the year and including the operating controls established by them, to
its responsibilities include: ensure that they meet the Company’s business objectives.
The Company does not have an internal audit function of
• assessing the skills, knowledge, experience and
its own, but relies on the risk and compliance department
diversity required on the Board and the extent to which
of both firms. This arrangement is kept under review.
each are represented;
Juniper Partners also carries out a review of the custodial
• establishing processes for the review of the performance activities carried out by J.P. Morgan Chase Bank N.A.
of the the Board and its committees as a whole;
The Board, either directly or through its Committees,
• establishing processes for the identification of suitable
reviews the effectiveness of the Company’s system of
candidates for appointment to the Board;
internal control by monitoring the operation of the key
• overseeing succession planning for the Board,
controls of main service providers and:
including the role of Chair;
• reviewing the performance of each director during the • reviews an internal control report as provided to the
period in which they have been a member of the Board Board annually by the Manager. This report details
and considering the recommendation to shareholders significant risks, regulatory issues, error management
to approve their re-appointment; and and complaint handling;
• to consider the directors’ remuneration policy and • reviews the terms of the management agreement;
approve any changes to directors’ remuneration arising
• reviews reports on the internal controls and the
as a result of such policy.
operations of the Manager, the Company Secretary and
of the custodian; and
Marketing and Communications Committee
• reviews the risk profile of the Company and considers
The Committee, chaired by Sarah Harvey and comprising
investment risk at every Board meeting.
of all directors, met twice during the year and its
responsibilities include:
There is an ongoing process for identifying, evaluating
and managing the significant risks faced by the Company
• considering the marketing strategy for the Company
including the principal and emerging risks as outlined
and associated key performance indicators;
on pages 17 to 19. This process accords with the FRC’s
• reviewing the Company’s communications with its
‘Guidance on Risk Management, Internal Control and
shareholders;
Related Financial and Business Reporting’.
• understanding the shareholder register and agreeing
the distribution strategy with the Manager; and
• continued oversight of the service provider’s
compliance with the Consumer Duty.
34 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
During the course of its review of internal controls, the The system of internal control can only be designed to
Board has not identified or been advised of any failings or manage rather than eliminate the risk of failure to achieve
weaknesses which it has determined to be significant, and business objectives and therefore can provide only
is satisfied with the arrangements. reasonable, but not absolute, assurance against fraud,
material mis-statement or loss.
Internal control and risk management systems in
By the means of the procedures set out above, the
relation to the financial reporting process
Board confirms that it has reviewed the effectiveness of
The directors are responsible for the Company’s system
the Company’s systems of internal control for the year
of internal control, designed to safeguard the Company’s
ended 31 March 2025, and to the date of approval of this
assets, maintain proper accounting records and ensure
annual report.
that financial information used within the business, or
published, is reliable.
Juniper Partners, in its capacity as administrator, has in John Evans
place stringent controls that monitor the following activities Chairman
within the financial reporting process:
21 May 2025
• investment and related cash transactions are
completely and accurately recorded and settled in a
timely manner;
• corporate actions are identified and generated
respectively, and then processed and recorded
Financial review Investor informationOverview Governance
accurately and in a timely manner;
• investment income is accurately recorded in the proper
period;
• investments are valued using current prices obtained
from independent external pricing sources;
• cash and securities positions are completely and
accurately recorded and reconciled to third party data;
and
• investment management fees are accurately calculated
and recorded.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 35
# Directors' remuneration statement

## Nomination and Remuneration Committee

The Committee has responsibility for setting the remuneration policy for all directors, taking into account factors such as time commitment and responsibilities of the role, with the objective to attract and retain directors of the quality required to run the Company successfully, without paying more than is necessary. The Committee is also responsible for reviewing and setting directors' remuneration levels.

## Remuneration statement

The Board has prepared this report in accordance with the requirements of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. An ordinary resolution to approve this report will be put to the members at the AGM.

Company law requires the Company's auditor to audit certain disclosures provided in this report. Where disclosures have been audited, they are indicated as such. The auditor's opinion is included in their report on pages 42 to 48.

## Directors' remuneration policy

The Board's policy is that the remuneration of non-executive directors should reflect the experience of the Board as a whole, be fair and comparable to that of other investment trusts that are similar in size, have a similar capital structure (ordinary shares and borrowings) and have similar investment objectives (principally global growth and income). It is intended that this policy will continue for the year ending 31 March 2026 and subsequent periods. The fees for the non-executive directors are determined within the limits set out in the Company's articles of association and are currently limited to an aggregate of £250,000 per annum.

Directors are entitled to be reimbursed for any reasonable expenses properly incurred by them in connection with the performance of their duties. The Company pays any UK tax and National Insurance due on the reimbursed expenses. Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits.

Directors do not have a service contract but are provided with letters of appointment. All directors are appointed for an initial term covering the period from the date of appointment until the first AGM at which they are required to stand for election in accordance with the Company's articles of association. Thereafter the directors have chosen to be re-elected annually. There is no notice period and no provision for compensation upon early termination of appointment. The directors' remuneration policy will be

put to shareholders at least once every three years and was last approved by shareholders at the AGM in 2023. It will therefore be put again to shareholders at the AGM in 2026.

## Annual report on remuneration

The Nomination and Remuneration Committee considered the directors' fees in the context of the benchmark data from its peer group. To reflect the increasing regulatory and compliance requirements on the Board; the increased responsibilities and time commitments; and considering the level of inflation, with effect from 1 April 2025, it was agreed that directors' fees would increase to £32,100 per annum (2024/2025: £31,200), the Chair of the Audit and Risk Committee's fee would increase to £37,500 per annum (2024/2025: £36,400) the Senior Independent Director's fee would increase to £35,100 per annum (2024/2025: £34,200), and the Chairman's fee would increase to £48,200 (2024/2025: £46,800).

## Directors' shareholdings (audited)

The directors in office at 31 March 2025 and the number of shares in the Company over which they held an interest (including those of connected persons) are listed below.

|  As at 31 March | 2025 | 2024  |
| --- | --- | --- |
|  John Evans | 50,000 | 50,000  |
|  Gillian Elcock | 4,390 | –  |
|  Bridget Guerin | 29,290 | 29,290  |
|  Brigid Sutcliffe | 16,140 | 16,140  |
|  Sarah Harvey | 2,182 | 568  |
|  Alexandra Innes | – | –  |

On 14 May 2025, Sarah Harvey acquired 16 shares in the Company, via a dividend reinvestment plan, and now holds 2,198 shares in total. There have been no other changes to the above holdings between 31 March 2025 and the date of this Annual Report.

## Approval

An ordinary resolution for the approval of the directors' annual report on remuneration will be put to shareholders at the upcoming AGM. At the previous AGM held on 27 June 2024, the shareholders voted in favour of the directors' remuneration report for the year ended 31 March 2024.

Of the proxy votes received, 98.97% of votes were cast in favour of the directors' remuneration report (349,298 proxy votes were cast against the report and 105,941 proxy votes were withheld).

36 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Company performance

A graph showing the Company's share price total return compared to the Lipper Global-Equity Global Income Index, over the last 10 years is shown below. This index is deemed to be the most appropriate one against which to measure the Company's long-term performance.

### Total return (% change over 10 years)

![img-1.jpeg](img-1.jpeg)

Source: Troy Asset Management Limited.

* The Lipper Global – Equity Global Income Index is used as a proxy for the market.

### Directors' emoluments for the year (audited)

|   | 2024/2025 £ | 2023/2024 £ | 2022/2023 £ | 2021/2022 £ | 2020/2021 £  |
| --- | --- | --- | --- | --- | --- |
|  John Evans (Chairman of the Board) | 46,800 | 45,000 | 40,500 | 39,000 | 38,500  |
|  Angus Cockburn^{1} | 7,680 | 30,000 | 26,500 | 23,458 | –  |
|  Gillian Elcock^{2} | 31,200 | 15,808 | – | – | –  |
|  Angus Gordon Lennox^{3} | – | – | 6,829 | 25,500 | 25,000  |
|  Bridget Guerin^{4} | 31,200 | – | – | – | –  |
|  Sarah Harvey (Senior Independent Director) | 34,200 | 33,000 | 26,500 | 25,500 | 25,000  |
|  Alexandra Innes^{5} | 31,200 | 30,000 | 26,330 | – | –  |
|  Mark Little^{6} | 8,960 | 35,000 | 31,500 | 30,500 | 30,000  |
|  Brigid Sutcliffe^{7} | 35,120 | – | – | – | –  |
|   | **226,360** | **188,808** | **158,159** | **143,958** | **118,500**  |

Notes:

1. Angus Cockburn appointed 1 May 2021, retired 27 June 2024.
2. Gillian Elcock appointed 21 September 2023.
3. Angus Gordon Lennox retired 4 July 2022.
4. Bridget Guerin appointed 28 March 2024.
5. Alexandra Innes appointed 4 April 2022.
6. Mark Little retired 27 June 2024 (formerly Chair of the Audit and Risk Committee).
7. Brigid Sutcliffe appointed 28 March 2024, Chair of Audit and Risk Committee from 27 June 2024.

Overview

Governance

Financial review

Investor information

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 37
## Directors’ remuneration statement continued
### Annual percentage change in remuneration of directors
The table below is a disclosure requirement under The Companies (Directors’ Remuneration Policy and Directors’
Remuneration Report) Regulations 2019 and sets out the annual percentage change in each director’s remuneration
received in the financial year ended 31 March 2025 compared to the financial years ended 31 March 2024, 31 March 2023,
31 March 2022 and 31 March 2021. The percentage change reflects changes in role and less than full year appointment.

|  |  | 2025 |  | 2024 |  | 2023 |  | 2022 |  | 2021 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Total fees |  | Total fees |  | Total fees |  | Total fees |  | Total fees |  |
| Director | % change |  | % change |  | % change |  | % change |  | % change |  |

1
John Evans (Chairman of the Board) 4.0% 11.1% 3.8% 1.3% 21.1%
2
Angus Cockburn (74.4%) 13.2% 13.0% – –
3
Gillian Elcock 97.4% – – – –
4
Angus Gordon Lennox – – (73.2%) 2.0% 2.0%
5
Bridget Guerin – – – – –
Sarah Harvey (Senior Independent
Director) 3.6% 24.5% 3.9% 2.0% 2.0%
6
Alexandra Innes 4.0% 13.9% – – –
7
Mark Little (74.4%) 11.1% 3.3% 1.7% 1.7%
8
Brigid Sutcliffe – – – – –
1. John Evans assumed the role of Chairman of the Board on 17 September 2019.
2. Angus Cockburn appointed 1 May 2021, retired 27 June 2024.
3. Gillian Elcock appointed 21 September 2023.
4. Angus Gordon Lennox retired 4 July 2022.
5. Bridget Guerin appointed 28 March 2024.
6. Alexandra Innes appointed 4 April 2022.
7. Mark Little retired 27 June 2024.
8. Brigid Sutcliffe appointed 28 March 2024, Chair of Audit and Risk Committee from 27 June 2024.
### Relative importance of spend on directors’ remuneration
To enable shareholders to assess the relative importance of spend on remuneration, the directors’ total remuneration has
been shown in a table below compared with the company’s dividend distributions.
2024/2025 2023/2024 Change
£000’s £000’s £000’s
Directors’ total remuneration 226 189 37
Dividends paid and payable 10,259 6,585 3,674
On behalf of the board
Alexandra Innes
Chair of the Nomination and Remuneration Committee
21 May 2025
38 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Audit and Risk Committee report
I am pleased to present the Committee’s report to external auditors, their remuneration, terms of their
shareholders for the year ended 31 March 2025. This report engagement and reviewing their independence and
describes the range of work undertaken by the Committee. objectivity, effectiveness, and overall effectiveness of
the audit process;
The Audit and Risk Committee is chaired by Brigid Sutcliffe
• reviewing the external auditor’s audit plan and year
and comprises all of the directors with the exception of
end report;
John Evans, Chairman of the Company. The Company
• developing and implementing policy on the
Chairman attended each of the meetings by invitation from
engagement of the external auditors to supply non-
the Committee. The Board reviews the relevant skills and
audit services;
experience of the Audit and Risk Committee as part of the
annual Board review and believes that the members of the • reporting to the Board, identifying any matter in respect
Committee have the appropriate skills and experience. of which it considers that action or improvement is
Biographies of the members of the Committee are on needed and making recommendations as to the steps
pages 20 and 21. to be taken; and
• assessing the need for an internal audit function.
### Role and responsibilities
### The Committee has continued to support the Board Activities during the year
in fulfilling its oversight responsibilities, reviewing the
The Committee met three times during the year where
financial reporting process, the systems of internal control
it reviewed the Company’s risk register, internal controls
and management of risk, the audit process and the
and risk and compliance reports from third party service
Company’s process for monitoring compliance with laws
providers and considered the half yearly and annual
and regulations. Financial review Investor informationOverview Governance
financial reports to shareholders. The Committee also
considered and approved the external auditors’ plan and
The Audit and Risk Committee’s responsibilities include:
scope for the audit of the financial statements for the year
• monitoring and reviewing the integrity of financial ended 31 March 2025.
statements and ensuring in particular that, taken as a
The Audit and Risk Committee takes account of the
whole, they are fair, balanced and understandable;
most significant issues and risks, both operational and
• review of the internal financial controls;
financial, that are likely to impact the Company’s financial
• making recommendations to the Board in relation statements.
to the appointment, evaluation and dismissal of the
The following significant areas were considered by the Audit and Risk Committee in relation to the financial statements:
Matter Action
Accuracy of portfolio valuation Controls are in place to ensure that valuations are appropriate and existence is verified
and ownership of investments through custodian reconciliations.
All listed investments are valued at bid prices provided by third party service providers
in accordance with the price source agreement in place. The AIFM carries out testing
of the prices and reports regularly to the Board.
The appointed custodian is responsible for the custody and controlling of all assets
of the Company entrusted for safekeeping. The Audit and Risk Committee reviews a
summary of the SOC 1 report from JP Morgan Chase Bank N.A. on key controls over
the assets of the Company and any significant issues are reported to the Committee.
The AIFM regularly reconciles the portfolio holdings to confirmations from the
Company’s custodian.
The Manager has procedures in place to ensure that investments can only be made
to the extent that the appropriate contractual and legal arrangements are in place to
protect the Company’s assets.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 39
## Audit and Risk Committee report continued
Matter Action
Strength of processes and The Committee together with the Board have established clear lines of responsibility
internal controls at outsourced between the Manager, Custodian, Company Secretary and receive appropriate reports
providers from each of them regarding the operation of their internal controls and reviews.
The Directors, having carried out due diligence at the time of appointment and
subsequently, are satisfied with the third party service providers, their business
resilience and continuity arrangements.
Mis-statement of revenue returns The Board reviews income forecasts (including special dividends) and receives
explanations from the Manager for any variations or significant movements from
previous forecasts. The Board, together with the Manager, has reviewed the impact
that significant external events that could give rise to market volatility, including the
continuing geo-political tensions, may have on the portfolio and income forecasts.
The allocation of expenses is reviewed by the Audit and Risk Committee annually
taking into account the long-term split of returns from the portfolio, both historic and
projected and the objectives of the Company.
The management fee is calculated in accordance with the contractual terms in the
investment management agreement and is reviewed in detail by the Company
Secretary and is also subject to analytical review by the Board.
### Auditors’ report Effectiveness of the external audit process
At the conclusion of the audit, Ernst & Young LLP (‘EY’) did The Committee also evaluated the effectiveness of
not highlight any issues to the Audit and Risk Committee the external audit process. This evaluation involved
which would cause it to qualify its audit report, nor did it an assessment of the effectiveness of the auditor’s
highlight any fundamental internal control weaknesses. performance against criteria including qualification,
Their audit report is included on pages 42 to 48. expertise and resources, independence and effectiveness
of the audit process. Having reviewed the performance of
### Conclusions in respect of the annual report the external auditor as described above, the Committee is
satisfied with the external audit process undertaken by EY
The production and audit of the Company’s annual
in relation to this annual report and its financial statements.
report is a comprehensive process which requires input
from a number of different contributors. One of the key
### governance requirements of the Company’s annual report Auditor’s independence
is that it is fair, balanced and understandable. The Board The Company has in place a policy governing the
requested that the Audit and Risk Committee confirm provision of non-audit services by the external auditor,
whether it considered that the annual report, when taken so as to safeguard its independence and objectivity.
as a whole, fulfils this requirement. This is achieved by prohibiting non-audit work where
independence may be compromised or conflicts arise.
As part of its review of the annual report, the Committee
Any non-audit work requires specific approval of the
noted that:
audit and risk committee in each case. The audit fee was
• comprehensive reviews had been undertaken at £52,900 plus VAT for the year ended 31 March 2025 (2024:
different levels in the production process of the annual £55,300 plus VAT). There were no non audit fees for the
report by the Company Secretary, Manager, auditor year ended 31 March 2025 (2024: nil). Following its review,
and the Committee to ensure consistency and overall the Committee is satisfied that the Company’s auditor, EY,
balance; and remains independent.
• the controls that are in place at the Company Secretary
and other third-party service providers ensure the
completeness and accuracy of the Company’s financial
records and the security of the Company’s assets.
40 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Auditor rotation
A competitive tender for the audit of the Company was
held in January 2018, following which EY was appointed
as the Company’s auditor with effect from the conclusion
of the 2018 AGM. In accordance with the FRC ethical
standard, the Company’s audit engagement partner will
rotate every five years. Sue Dawe originally served as audit
engagement partner since the appointment of EY. The
audit partner, with effect from November 2022, has been
Denise Davidson. There is currently no intention to put the
audit out to tender. A resolution to re-appoint EY as the
Company’s auditor will be proposed at the AGM.
Having completed its review of the annual report and
financial statements, the Committee recommended to the
Board that the annual report and financial statements when
taken as a whole, are fair, balanced and understandable.
Brigid Sutcliffe
Chair of the Audit and Risk Committee
Financial review Investor informationOverview Governance
21 May 2025
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 41
## Independent auditor’s report
### Independent auditor’s report to the Conclusions relating to going concern
### members of STS Global Income & Growth In auditing the financial statements, we have concluded
### Trust plc that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
### Opinion appropriate. Our evaluation of the Directors’ assessment
We have audited the financial statements of STS Global of the Company’s ability to continue to adopt the going
Income & Growth Trust plc for the year ended 31 March concern basis of accounting included:
2025 which comprise Statement of Comprehensive Income,
• Confirmation of our understanding of the Company’s
the Statement of Financial Position, the Statement of
going concern assessment process and engaged with
Changes in Equity, the Statement of Cash Flow and the
the Directors and the Company Secretary to determine
related notes 1 to 21, including a summary of significant
if all key factors that we have become aware of during
accounting policies. The financial reporting framework
our audit were considered in their assessment.
that has been applied in their preparation is applicable law
and United Kingdom Accounting Standards including FRS • Inspection of the Directors’ assessment of going
102 “The Financial Reporting Standard applicable in the concern, including the revenue forecast, for the period
UK and Republic of Ireland” (United Kingdom Generally to 31 March 2027 which is at least 12 months from
Accepted Accounting Practice). the date the financial statements were authorised for
issue. In preparing the revenue forecast, the Company
In our opinion, the financial statements: has concluded that it is able to continue to meet its
ongoing costs as they fall due.
• give a true and fair view of the Company’s affairs as at
• Review of the factors and assumptions, including
31 March 2025 and of its profit for the year then ended;
the impact of the current economic environment,
• have been properly prepared in accordance with United
as applied to the revenue forecast and the liquidity
Kingdom Generally Accepted Accounting Practice; and
assessment of the investments. We considered the
• have been prepared in accordance with the
appropriateness of the methods used to calculate the
requirements of the Companies Act 2006.
revenue forecast and the liquidity assessment and
determined, through testing of the methodology and
### Basis for opinion calculations, that the methods, inputs and assumptions
utilised were appropriate to be able to make an
We conducted our audit in accordance with International
assessment for the Company.
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further • Assessment of the risk of breaching the debt covenants
described in the Auditor’s responsibilities for the audit of as a result of a reduction in the value of the Company’s
the financial statements section of our report. We believe portfolio. We reviewed the Company’s compliance
that the audit evidence we have obtained is sufficient and with debt covenants, validated the inputs used to the
appropriate to provide a basis for our opinion. underlying information and we reviewed reverse stress
testing in order to identify what factors would lead to
the Company breaching the financial covenants.
### Independence
• Consideration of the mitigating factors included in the
We are independent of the Company in accordance with
revenue forecasts and covenant calculations that are
the ethical requirements that are relevant to our audit of
within the control of the Company. We reviewed the
the financial statements in the UK, including the FRC’s
Company’s assessment of the liquidity of investments
Ethical Standard as applied to public interest entities,
held and evaluated the Company’s ability to sell
and we have fulfilled our other ethical responsibilities in
those investments in order to cover working capital
accordance with these requirements.
requirements should revenue decline significantly.
The non-audit services prohibited by the FRC’s Ethical
• Review of the Company’s going concern disclosures
Standard were not provided to the Company and we
included in the annual report in order to assess that the
remain independent of Company in conducting the audit.
disclosures were appropriate and in conformity with the
reporting standards.
42 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Based on the work we have performed, we have not Our responsibilities and the responsibilities of the Directors
identified any material uncertainties relating to events with respect to going concern are described in the relevant
or conditions that, individually or collectively, may cast sections of this report. However, because not all future
significant doubt on the Company’s ability to continue as events or conditions can be predicted, this statement is not
a going concern for a period to 31 March 2027 which is at a guarantee as to the Company’s ability to continue as a
least 12 months from when the financial statements are going concern.
authorised for issue.
In relation to the Company’s ‘s reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt
the going concern basis of accounting.
### Overview of our audit approach
Key audit matters • Risk of incomplete or inaccurate revenue recognition, including the classification of
special dividends as revenue or capital items in the Statement of Comprehensive
Income
• Risk of incorrect valuation or ownership of the investment portfolio
Materiality • Overall materiality of £2.95m (2024: £3.14m) which represents 1% (2024: 1%) of total Financial review Investor informationOverview Governance
shareholders’ funds
### An overview of the scope of our audit
Tailoring the scope Our audit effort in considering climate change was focused
on the adequacy of the Company’s disclosures in the
Our assessment of audit risk, our evaluation of materiality
financial statements as set out in Note 1a and conclusion
and our allocation of performance materiality determine
that there was no further impact of climate change to be
our audit scope for the Company. This enables us to
taken into account as the investments are valued based on
form an opinion on the financial statements. We take into
market pricing as required by FRS102. We also challenged
account size, risk profile, the organisation of the Company
the Directors’ considerations of climate change in their
and effectiveness of controls, the potential impact of
assessment of viability and associated disclosures.
climate change and changes in the business environment
when assessing the level of work to be performed.
All audit work was performed directly by the audit
engagement team.
Climate change
Stakeholders are increasingly interested in how climate
change will impact the Company. The Company has
determined that the most significant future impacts from
climate change on its operations will be from how climate
change could affect the Company’s investments and overall
investment process. This is on page 18 in the principal risks
and uncertainties. This disclosure forms part of the “Other
information,” rather than the audited financial statements.
Our procedures on these unaudited disclosures therefore
consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to
be materially misstated, in line with our responsibilities on
“Other information”.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 43
## Independent auditor’s report continued
### Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
Key observations
communicated to the
Risk Our response to the risk Audit and Risk Committee
Incomplete or inaccurate revenue We have performed the following procedures: The results of
recognition, including the classification of our procedures
We obtained an understanding of the processes
special dividends as revenue or capital in identified no material
and controls surrounding revenue recognition,
the Statement of Comprehensive Income misstatement in
including the classification of special dividends, by
(as described on page 40 in the Audit and relation to incomplete
performing walkthrough procedures.
Risk Committee’s Report and as per the or inaccurate revenue
For 100% of dividends received, we recalculated
accounting policy set out on page 53). recognition, including
the dividend income by multiplying the investment
incorrect classification
The total revenue for the year to 31 March
holdings at the ex-dividend date, traced from the
of special dividends
2025 was £10.80m (2024: £7.67m), consisting
accounting records, by the dividend per share,
as revenue or capital
primarily of dividend income from listed
which was agreed to an independent data vendor.
items in the Statement
equity investments.
For a sample of dividends received, we agreed
of Comprehensive
amounts to bank statements and agreed the
The investment income receivable by the Income.
exchange rates used to an external source.
Company during the year directly affects

| the Company’s revenue return. There is | For 100% of dividends accrued, we reviewed the |
| --- | --- |
| therefore a risk of incomplete or inaccurate | investee Company announcements to assess |
| recognition of revenue through the failure to | whether the dividend entitlements arose prior |
| recognise proper income entitlements or to | to 31 March 2025. We agreed the dividend rate |
| apply an appropriate accounting treatment. | to corresponding announcements made by the |

investee Company, recalculated the dividend
In addition to the above, the Directors
amount receivable by multiplying the investment
may be required to exercise judgment in
holdings at the ex-dividend date, traced from
determining whether income receivable
the accounting records, and confirmed this was
in the form of special dividends should be
consistent with cash received as shown on post
classified as ‘revenue’ or ‘capital’ in the
year end bank statements, where paid.
Statement of Comprehensive. Income.
To test completeness of recorded income, we
In the year to 31 March 2025, the Company
verified that expected dividends for each investee
received three special dividends amounting
Company held during the year had been recorded
to £0.54m (2024: £0.38m) all of which were
as income with reference to investee Company
classified as revenue.
announcements obtained from an independent
data vendor.
For all investments held during the year, we
reviewed the type of dividends paid with reference
to an external data vendor to identify those which
were special. Based on the work performed, we
identified three special dividends were received by
the Company; one was above the testing threshold.
We assessed the appropriateness of management’s
classification as revenue, for the special dividend
above our testing threshold by reviewing the
underlying rationale of the distribution.
44 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Overview

Governance

Financial review

Investor information

|  Risk | Our response to the risk | Key observations communicated to the Audit and Risk Committee  |
| --- | --- | --- |
|  **Incorrect valuation or ownership of the investment portfolio** (as described on page 39 in the Report of the Audit and Risk Committee and as per the accounting policy set out on page 53). The valuation of the investment portfolio at 31 March 2025 was £308.02m (2024: £324.67m) consisting primarily of listed investments. The valuation of the assets held in the investment portfolio is the primary driver of the Company's net asset value and total return. Incorrect investment pricing, or a failure to maintain proper legal title of the assets held by the Company could have a significant impact on the portfolio valuation and the return generated for shareholders. The fair value of listed investments is determined by reference to stock exchange quoted market bid prices at the close of business on the reporting date. | **We performed the following procedures:** We obtained an understanding of the processes and controls surrounding investment pricing and legal title of listed investments by performing walkthrough procedures. For all investments in the portfolio, we compared the market prices and exchange rates applied to an independent pricing vendor and recalculated the investment valuations as at the year-end. We confirmed with the Administrator that there were no investments with stale prices as at the year-end and therefore no stale pricing report produced. For all investments in the portfolio, we obtained the market prices, from an independent pricing vendor, for 5 business days pre and post the year end date and calculated the day-on-day movement and confirmed there are no stale prices. We compared the Company's investment holdings at 31 March 2025 to independent confirmations received directly from the Company's Custodian and Depositary. | The results of our procedures identified no material misstatement in relation to the risk of incorrect valuation or ownership of the investment portfolio.  |

In the prior year, our auditor's report included a key audit matter in relation to "Risk of Incorrect accounting for the transaction between the Company and Troy Income & Growth Trust plc", which related to a non-recurring matter that is not applicable to the current year.

## Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.

### Materiality

*The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.*

We determined materiality for the Company to be £2.95 million (2024: £3.14 million), which is 1% (2024: 1%) of shareholder funds. We believe that shareholders' funds provides us with a materiality aligned to the key measure of the Company's performance.

### Performance materiality

*The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.*

On the basis of our risk assessments, together with our assessment of the Company's overall control environment, our judgement was that performance materiality was 75% (2024: 75%) of our planning materiality, namely £2.21m (2024: £2.36m). We have set performance materiality at 75% due to our past experience of the audit that indicates a lower risk of misstatements, both corrected and uncorrected.

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 45
## Independent auditor’s report continued
Given the importance of the distinction between revenue
### Opinions on other matters prescribed by
and capital for investment trusts, we have also applied a
### the Companies Act 2006
separate testing threshold for the revenue column of the
In our opinion the part of the Directors’ remuneration
Statement of Comprehensive Income of £0.48m (2024:
report to be audited has been properly prepared in
£0.31m), being 5% (2024: 5%) of revenue return on ordinary
accordance with the Companies Act 2006.
activities before taxation.
In our opinion, based on the work undertaken in the course
Reporting threshold
of the audit:
An amount below which identified misstatements are
considered as being clearly trivial. • the information given in the strategic report and the
Directors’ report for the financial year for which the
We agreed with the Audit and Risk Committee that we financial statements are prepared is consistent with the
would report to them all uncorrected audit differences financial statements; and
in excess of £0.15m (2024: £0.16m), which is set at 5%
• the strategic report and Directors’ reports have
of planning materiality, as well as differences below
been prepared in accordance with applicable legal
that threshold that, in our view, warranted reporting on
requirements;
qualitative grounds.
### We evaluate any uncorrected misstatements against both Matters on which we are required to report
### the quantitative measures of materiality discussed above by exception
and in light of other relevant qualitative considerations in
In the light of the knowledge and understanding of the
forming our opinion.
Company and its environment obtained in the course of
the audit, we have not identified material misstatements in
### Other information the strategic report or Directors’ report.
The other information comprises the information included
We have nothing to report in respect of the following
in the annual report other than the financial statements
matters in relation to which the Companies Act 2006
and our auditor’s report thereon. The Directors are
requires us to report to you if, in our opinion:
responsible for the other information contained within the
annual report.
• adequate accounting records have not been kept, or
returns adequate for our audit have not been received
Our opinion on the financial statements does not cover
from branches not visited by us; or
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form • the financial statements and the part of the Directors’
of assurance conclusion thereon. Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
Our responsibility is to read the other information and,
• certain disclosures of Directors’ remuneration specified
in doing so, consider whether the other information
by law are not made; or
is materially inconsistent with the financial statements
• we have not received all the information and
or our knowledge obtained in the course of the audit
explanations we require for our audit
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
### material misstatements, we are required to determine Corporate Governance Statement
whether this gives rise to a material misstatement in the We have reviewed the Directors’ statement in relation
financial statements themselves. If, based on the work to going concern, longer-term viability and that part of
we have performed, we conclude that there is a material the Corporate Governance Statement relating to the
misstatement of the other information, we are required to Company’s compliance with the provisions of the UK
report that fact. Corporate Governance Code specified for our review by
the UK Listing Rules.
We have nothing to report in this regard.
46 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Based on the work undertaken as part of our audit, we
### Auditor’s responsibilities for the audit of
have concluded that each of the following elements of the
### the financial statements
Corporate Governance Statement is materially consistent
Our objectives are to obtain reasonable assurance about
with the financial statements or our knowledge obtained
whether the financial statements as a whole are free from
during the audit:
material misstatement, whether due to fraud or error,
• Directors’ statement with regards to the and to issue an auditor’s report that includes our opinion.
appropriateness of adopting the going concern basis of Reasonable assurance is a high level of assurance, but is
accounting and any material uncertainties identified set not a guarantee that an audit conducted in accordance
out on page 24; with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
• Directors’ explanation as to its assessment of the
error and are considered material if, individually or in the
Company’s prospects, the period this assessment
aggregate, they could reasonably be expected to influence
covers and why the period is appropriate set out on
the economic decisions of users taken on the basis of these
page 25;
financial statements.
• Director’s statement on whether it has a reasonable
expectation that the Company will be able to continue
### Explanation as to what extent the audit
in operation and meets its liabilities set out on page 25;
### was considered capable of detecting
• Directors’ statement on fair, balanced and
### irregularities, including fraud
understandable set out on page 28;
Irregularities, including fraud, are instances of non-
• Board’s confirmation that it has carried out a robust
compliance with laws and regulations. We design
assessment of the emerging and principal risks set out
Financial review Investor informationOverview Governance
procedures in line with our responsibilities, outlined above,
on pages 17 to 19;
to detect irregularities, including fraud. The risk of not
• The section of the annual report that describes the
detecting a material misstatement due to fraud is higher
review of effectiveness of risk management and internal
than the risk of not detecting one resulting from error, as
control systems set out on pages 34 to 35; and;
fraud may involve deliberate concealment by, for example,
• The section describing the work of the Audit and Risk
forgery or intentional misrepresentations, or through
committee set out on page 39.
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
### Responsibilities of Directors
However, the primary responsibility for the prevention
As explained more fully in the Directors’ responsibilities
and detection of fraud rests with both those charged with
statement set out on page 28, the Directors are
governance of the Company and management.
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view,
• We obtained an understanding of the legal and
and for such internal control as the Directors determine is
regulatory frameworks that are applicable to the
necessary to enable the preparation of financial statements
Company and determined that the most significant
that are free from material misstatement, whether due to
are FRS 102, the Companies Act 2006, the UK
fraud or error.
Listing Rules, UK Corporate Governance Code, the
Association of Investment Companies’ Code and
In preparing the financial statements, the Directors are
Statement of Recommended Practice, Section 1158
responsible for assessing the Company’s ability to continue
of the Corporation Tax Act 2010 and The Companies
as a going concern, disclosing, as applicable, matters
(Miscellaneous Reporting) Regulations 2018
related to going concern and using the going concern
• We understood how the Company is complying with
basis of accounting unless the Directors either intend to
those frameworks through discussions with the Audit
liquidate the Company or to cease operations, or have no
and Risk Committee, Company Secretary, review
realistic alternative but to do so.
of Board minutes, and review of the Company’s
documented policies and procedures.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 47
## Independent auditor’s report continued
• We assessed the susceptibility of the Company’s
### Use of our report
financial statements to material misstatement, including
This report is made solely to the Company’s members,
how fraud might occur by considering the key risks
as a body, in accordance with Chapter 3 of Part 16 of the
impacting the financial statements. We identified a
Companies Act 2006. Our audit work has been undertaken
fraud risk with respect to the incomplete or inaccurate
so that we might state to the Company’s members
revenue recognition through incorrect the classification
those matters we are required to state to them in an
of special dividends as revenue or capital items. Further
auditor’s report and for no other purpose. To the fullest
discussion of our approach is set out in the section on
extent permitted by law, we do not accept or assume
key audit matters above.
responsibility to anyone other than the Company and the
• Based on this understanding we designed our audit
Company’s members as a body, for our audit work, for this
procedures to identify non-compliance with such laws
report, or for the opinions we have formed.
and regulations. Our procedures involved review of the
Company Secretary’s reporting to the Directors with
respect to the application of the documented policies
and procedures and review of the financial statements Denise Davidson
to ensure compliance with the reporting requirements (Senior statutory auditor)
of the Company for and on behalf of Ernst & Young LLP, Statutory Auditor
London
A further description of our responsibilities for the audit of
the financial statements is located on the 21 May 2025
Financial Reporting Council’s website at https://www.frc.org.
uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
### Other matters we are required to address
Following the recommendation from the Audit and Risk
Committee, we were appointed by the Company on
19 September 2018 to audit the financial statements for
the year ending 31 March 2019 and subsequent financial
periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is seven years,
covering the years ending 31 March 2019 to 31 March 2025.
The audit opinion is consistent with the additional report to
the Audit and Risk committee.
48 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
# Statement of comprehensive income

|   | Note | Year to 31 March 2025 |   |   | Year to 31 March 2024  |   |   |
| --- | --- | --- | --- | --- | --- | --- | --- |
|   |   |  Revenue £000 | Capital £000 | Total £000 | Revenue £000 | Capital £000 | Total £000  |
|  Net gains on investments | 9 | – | 22,547 | 22,547 | – | 5,740 | 5,740  |
|  Net currency (losses)/gains |  | (10) | 275 | 265 | (39) | 286 | 247  |
|  Income | 2 | 10,796 | – | 10,796 | 7,674 | – | 7,674  |
|  Investment management fee | 3 | (397) | (738) | (1,135) | (478) | (888) | (1,366)  |
|  Other expenses | 4 | (710) | – | (710) | (595) | – | (595)  |
|  Net return before finance costs and taxation |  | 9,679 | 22,084 | 31,763 | 6,562 | 5,138 | 11,700  |
|  Finance costs | 5 | (347) | (644) | (991) | (269) | (500) | (769)  |
|  Net return on ordinary activities before taxation |  | 9,332 | 21,440 | 30,772 | 6,293 | 4,638 | 10,931  |
|  Taxation on ordinary activities | 7 | (672) | – | (672) | (551) | – | (551)  |
|  Net return attributable to ordinary shareholders |  | 8,660 | 21,440 | 30,100 | 5,742 | 4,638 | 10,380  |
|  Net return per ordinary share | 8 | 6.74p | 16.68p | 23.42p | 6.08p | 4.92p | 11.00p  |

The total columns of this statement are the profit and loss accounts of the Company.

The revenue and capital items are presented in accordance with the Association of Investment Companies ('AIC') Statement of Recommended Practice (SORP 2022).

All revenue and capital items in the above statement derive from continuing operations.

No operations were acquired or discontinued in the year.

The notes on pages 53 to 65 form part of these financial statements.

Overview

Governance

Financial review

Investor information

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 49
# Statement of financial position

|   | Note | As at 31 March 2025 |   | As at 31 March 2024  |   |
| --- | --- | --- | --- | --- | --- |
|   |   |  £000 | £000 | £000 | £000  |
|  **Non-current assets** |  |  |  |  |   |
|  Investments held at fair value through profit or loss | 9 |  | 308,024 |  | 324,666  |
|  **Current assets** |  |  |  |  |   |
|  Trade and other receivables | 10 | 1,283 |  | 60,068 |   |
|  Cash and cash equivalents |  | 1,471 |  | 6,377 |   |
|   |  | 2,754 |  | 66,445 |   |
|  **Current liabilities** |  |  |  |  |   |
|  Bank loans | 12 | (15,138) |  | (15,449) |   |
|  Trade payables | 11 | (1,095) |  | (59,573) |   |
|  Dividend payable | 6 | – |  | (1,736) |   |
|  **Total current liabilities** |  | (16,233) |  | (76,758) |   |
|  **Net current liabilities** |  |  | (13,479) |  | (10,313)  |
|  **Total net assets** |  |  | 294,545 |  | 314,353  |
|  **Capital and reserves** |  |  |  |  |   |
|  Called up share capital | 13 | 1,752 |  | 1,752 |   |
|  Capital redemption reserve |  | 78 |  | 78 |   |
|  Share premium account |  | 148,245 |  | 148,249 |   |
|  Special distributable reserve |  | 1,163 |  | 45,033 |   |
|  Capital reserve | 14 | 137,983 |  | 116,543 |   |
|  Revenue reserve |  | 5,324 |  | 2,698 |   |
|  **Total shareholders' funds** |  |  | 294,545 |  | 314,353  |
|  **Net asset value per ordinary share** | 15 |  | 243.10p |  | 223.71p  |

The Company is registered in Scotland no.SC283272.

The notes on pages 53 to 65 form part of these financial statements.

The financial statements were approved by the Board and signed on its behalf by

John Evans Chairman

21 May 2025

50 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Statement of changes in equity

|  | Called up |  |  | Capital |  | Share |  | Special |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | share | redemption |  | premium |  | distributable |  | Capital | Revenue |  |  |
| For the year ended |  | capital |  | reserve | account |  |  | reserve* | reserve* | reserve* |  | Total |
| 31 March 2025 Note |  | £000 |  | £000 |  | £000 |  | £000 | £000 |  | £000 | £000 |

As at 1 April 2024 1,752 78 148,249 45,033 116,543 2,698 314,353
Net return attributable to
shareholders** 8 – – – – 21,440 8,660 30,100
Costs in relation to the issue of
shares – – (4) – – – (4)
Shares bought back into treasury 13 – – – (43,870) – – (43,870)
Dividends paid 6 – – – – – (6,034) (6,034)
As at 31 March 2025 1,752 78 148,245 1,163 137,983 5,324 294,545

|  | Called up |  |  | Capital |  | Share |  | Special |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | share | redemption |  | premium |  | distributable |  | Capital | Revenue |  |  |
| For the year ended |  | capital |  | reserve | account |  |  | reserve* | reserve* | reserve* |  | Total |
| 31 March 2024 Note |  | £000 |  | £000 |  | £000 |  | £000 | £000 |  | £000 | £000 |

Financial review Investor informationOverview Governance
As at 1 April 2023 1,223 78 31,808 70,924 111,905 3,297 219,235
Net return attributable to
shareholders** 8 – – – – 4,638 5,742 10,380
Shares issued in respect of the
transaction with TIGT 13 529 – 117,223 – – – 117,752
Costs in relation to the issue of
shares – – (782) – – – (782)
Shares bought back into treasury 13 – – – (25,891) – – (25,891)
Dividends paid 6 – – – – – (6,341) (6,341)
As at 31 March 2024 1,752 78 148,249 45,033 116,543 2,698 314,353
* These reserves are distributable with the exception of the unrealised portion of the capital reserve (see note 14), which is non-distributable.
** The Company does not have any other income or expenses that are not included in the ‘Net return attributable to ordinary shareholders’ as disclosed in the
Statement of comprehensive income on page 49, and therefore this is also the ‘Total comprehensive income’ for the year.
The notes on pages 53 to 65 form part of these financial statements.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 51
# Statement of cash flow

|   | Note | Year ended 31 March 2025 |   | Year ended 31 March 2024  |   |
| --- | --- | --- | --- | --- | --- |
|   |   |  £000 | £000 | £000 | £000  |
|  **Cash flows from operating activities**  |   |   |   |   |   |
|  Net return on ordinary activities before taxation |  |  | 30,772 |  | 10,931  |
|  **Adjustments for:**  |   |   |   |   |   |
|  Gains on investments | 9 | (22,547) |  | (5,740) |   |
|  Finance costs | 5 | 991 |  | 769 |   |
|  Exchange movement on bank borrowings | 16 | (311) |  | (346) |   |
|  Purchases of investments* | 9 | (107,343) |  | (17,217) |   |
|  Sales of investments* | 9 | 146,467 |  | 43,263 |   |
|  Dividend income | 2 | (10,765) |  | (7,659) |   |
|  Other income | 2 | (31) |  | (15) |   |
|  Dividend income received |  | 10,677 |  | 7,800 |   |
|  Other income received |  | 31 |  | 14 |   |
|  (Increase)/decrease in receivables |  | (7) |  | 8 |   |
|  Increase/(decrease) in payables |  | 398 |  | (120) |   |
|  Overseas withholding tax deducted |  | (758) |  | (586) |   |
|   |  |  | 16,802 |  | 20,171  |
|  **Net cash flows from operating activities** |  |  | 47,574 |  | 31,102  |
|  **Cash flows from financing activities**  |   |   |   |   |   |
|  Repurchase of shares |  | (43,961) |  | (25,560) |   |
|  Issue of ordinary share capital** |  | 222 |  | 6,143 |   |
|  Equity dividends paid from revenue |  | (7,770) |  | (6,048) |   |
|  Interest paid on borrowings |  | (971) |  | (830) |   |
|  **Net cash flows from financing activities** |  |  | (52,480) |  | (26,295)  |
|  **Net (decrease)/increase in cash and cash equivalents** |  |  | (4,906) |  | 4,807  |
|  Cash and cash equivalents at the start of the year |  |  | 6,377 |  | 1,570  |
|  **Cash and cash equivalents at the end of the year** |  |  | 1,471 |  | 6,377  |

* Receipts from the sale of, and payments to acquire, investment securities have been classified as components of cash flows from operating activities because they form part of the Company's dealing operations.

** Cash flows relate to transaction with TIGT in March 2024.

The notes on pages 53 to 65 form part of these financial statements.

52 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Notes to the financial statements
(b) Income from equity investments is recognised on
### Note 1: Accounting policies
the date on which the investments are quoted ex-
(a) STS Global Income & Growth Trust plc (the
dividend, or where no ex-dividend date is quoted,
‘Company’) is a public company limited by shares, is
when the Company’s right to receive payment is
incorporated and domiciled in Scotland, and carries
established. UK dividends received are accounted
on business as an investment trust.
for at the amount receivable and are not grossed
up for any tax credit. Any special dividends are
The financial statements are prepared in accordance
looked at individually to ascertain the reason behind
with the Companies Act 2006, United Kingdom
the payment. This will determine whether they are
Generally Accepted Accounting Practice (Accounting
treated as revenue or capital. Other income includes
Standards ‘UK GAAP’) including Financial Reporting
any taxes deducted at source. Gains and losses
Standard (FRS) 102 ‘The Financial Reporting Standard
arising from the translation of income receivable
applicable in the UK and Republic of Ireland’ and
denominated in foreign currencies are recognised in
the Statement of Recommended Practice ‘Financial
the revenue reserve. Scrip dividends are treated as
Statements of Investment Trust Companies and
unfranked investment income; any excess in value of
Venture Capital Trusts’ (the ‘SORP’) issued by
shares received over the amount of the cash dividend
the Association of Investment Companies in July
is recognised in capital reserve.
2022. All of the Company’s operations are of a
continuing nature.
(c) Interest receivable and payable and management
expenses are accounted for on an accruals basis.
The financial statements have been prepared on
a going concern basis under the historical cost
(d) The management fee and finance costs are allocated
convention, as modified by the revaluation of
65% to capital and 35% to revenue in accordance with Financial review Investor informationOverview Governance
investments held at fair value through profit or loss.
the Board’s expected long-term split of returns in the
In preparing these financial statements the directors
form of capital gains and income, respectively. All
have considered the impact of climate change on
other expenses are wholly allocated to revenue.
the value of the listed investments that the Company
holds. As the portfolio consists of listed equities,
(e) Gains and losses on the realisation of investments
which are valued using quoted bid prices for
and changes in the fair value of investments which are
investments in an active market, the fair value reflects
readily convertible to cash, together with exchange
the market participants’ view of climate change risk.
adjustments to overseas currencies are taken to
capital reserve.
The Company’s assets consist of a diverse portfolio of
listed equity shares which, in most circumstances, are
(f) The Company is required to determine a functional
realisable within a very short timescale. The directors
currency, being the currency in which the Company
have reviewed revenue forecasts and they believe
predominately operates. The Board has determined
that the Company has adequate financial resources to
that sterling is the Company’s functional currency,
continue its operational existence for the foreseeable
which is also the currency in which these financial
future, and for the period to 31 March 2027, which
statements are prepared. This is also the currency in
is at least 12 months from the date the financial
which all expenses and dividends are paid in.
statements are authorised for issue.
(g) Acquisitions in foreign currencies are recorded in the
The principal accounting policies are set out below.
functional currency of the Company at the prevailing
These policies have been applied consistently
exchange rate on the date of the transaction and
throughout the current and prior year.
retranslated at the rates of exchange ruling on
the date of the statement of financial position.
Estimates and judgements are continually evaluated
Investments are recognised initially as at the trade
and are based on historical experience and other
date of a transaction. Subsequent to this, the disposal
factors, including expectations of future events
of an investment is accounted on the trade date
that are believed to be reasonable under the
of a transaction.
circumstances. There are no critical accounting
estimates or judgements.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 53
## Notes to the financial statements continued
(h) Revenue received and interest paid in foreign Increases and decreases in the valuation of
currencies are translated at the rates of exchange investments (which are non-distributable) are also
on the transaction date. Any exchange differences dealt with in this reserve along with receipts of
between the recognition and settlement date special dividends considered capital in nature and
are recognised as revenue in the statement of any payment of capital dividends. Also taken to this
comprehensive income. reserve are 65% of the management fees as detailed
in note (d).
(i) The Company’s investments are classified as ‘financial
assets at fair value through profit or loss’ and are
Revenue reserve
valued at fair value. For listed investments this is
Net revenue profits and losses of the Company
deemed to be bid market prices. Gains and losses
are recorded within this reserve, together with the
arising from changes in fair value are included in the
dividend payment made by the Company. The
capital return for the year.
remaining 35% of the management fees are taken to
this reserve.
(j) All other financial assets and liabilities are recognised
in the financial statements at amortised cost.
Special distributable reserve
(k) The cost of share buybacks include the amount of
The cost of shares bought back into treasury, including
consideration paid, including directly attributable
any related stamp duty, are recognised through the
costs, and are deducted from the special distributable
special distributable reserve. Also taken to this reserve
reserve until the shares are cancelled. Proceeds
are proceeds received, based on weighted average
received from the reissue of shares held in treasury
purchase price, on shares issued from treasury.
are treated in accordance with section 731 of the
Companies Act 2006. Proceeds equivalent to the (m) Dividends payable – under FRS 102 dividends should
original cost, calculated by applying a weighted not be accrued in the financial statements unless
average price, are credited to the special distributable they have been approved by shareholders before
reserve to replenish the profits available for the statement of financial position date. Dividends to
distribution; proceeds in excess of the original cost equity shareholders are recognised in the statement
are credited to the share premium account. of changes in equity when the shareholder’s right to
receive the payment is established. In the case of
(l) Nature of distributable reserve accounts
the third interim dividend this would be the pay date
of 30 April 2025 and for the fourth interim dividend
Capital reserve
this would be the pay date of 4 July 2025. Details of
Gains and losses on realisations of investments held at dividends provided are in the statement of changes in
fair value through profit or loss, and transactions costs, equity on page 51 and note 6 on page 56.
together with appropriate exchange differences, are
dealt with in this reserve.
54 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Note 2: Income

| Year to | Year to |
| --- | --- |
| 31 March | 31 March |
| 2025 | 2024 |
| £000 | £000 |

From listed investments
UK – equities 3,956 2,842
Overseas – equities 6,809 4,817
10,765 7,659
Other revenue
Deposit interest 31 15
Total 10,796 7,674
During the year ended 31 March 2025, the Company did not receive any special dividends which were treated as capital
(2024: £nil).
### Note 3: Investment management fee
Details of the management fee are given in the Directors’ Report on page 22.
Financial review Investor informationOverview Governance
The management fee on the assets transferred from the transaction with Troy Income & Growth Trust plc (‘TIGT’) has been
waived for a period of eighteen months following the transaction, effective from 27 March 2024. Further details on Troy’s
contribution can be found in the prospectus issued by the Company in relation to the transaction with TIGT published on
23 February 2024.
### Note 4: Other expenses

| Year to | Year to |
| --- | --- |
| 31 March | 31 March |
| 2025 | 2024 |
| £000 | £000 |

Custody/depository fees 58 41
Directors’ fees 226 189
Secretarial fee 76 50
Other administration expenses 287 254
Total 647 534
Auditors’ remuneration*:
– audit services 63 61
710 595
* The audit fees are payable to Ernst & Young LLP. There were no non-audit services for the year ended 31 March 2025 (2024: nil).
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 55
## Notes to the financial statements continued
### Note 5: Finance costs
Year to 31 March 2025 Year to 31 March 2024
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Interest on bank loans 347 644 991 269 500 769
### Note 6: Dividends

| Year to | Year to |
| --- | --- |
| 31 March | 31 March |
| 2025 | 2024 |
| £000 | £000 |

Year ended 31 March 2023 – fourth interim dividend of 1.85p – 1,788
Year ended 31 March 2024 – first interim dividend of 1.525p – 1,431
Year ended 31 March 2024 – second interim dividend of 1.525p – 1,386
Year ended 31 March 2024 – third interim dividend of 1.965p – 1,736
Year ended 31 March 2024 – fourth interim dividend of 1.525p 2,032 –
Year ended 31 March 2025 – first interim dividend of 1.586p 2,029 –
Year ended 31 March 2025 – second interim dividend of 1.586p 1,973 –
6,034 6,341
Set out below are the total dividends in respect of the period, which forms the basis on which the requirements of sections
1158-1159 of the Corporation Tax Act 2010 are considered.

| Year to | Year to |
| --- | --- |
| 31 March | 31 March |
| 2025 | 2024 |
| £000 | £000 |

First interim dividend of 1.586p for the year ended 31 March 2025 (2024: 1.525p) 2,029 1,431
Second interim dividend of 1.586p for the year ended 31 March 2025 (2024: 1.525p) 1,973 1,386
Third interim dividend of 1.586p for the year ended 31 March 2025 (2024: 1.965p) 1,920 1,736
Proposed fourth interim dividend of 3.61p for the year ended 31 March 2025 (2024: 1.525p) 4,337 2,032
10,259 6,585
The distributable reserves as at 31 March 2025 are £105,030,000, of this £6,257,000 will be used to fund the third and fourth
interim dividends. The amount reflected above for the cost of the proposed fourth interim dividend for 2025 is based on
120,144,415 ordinary shares, being the number of ordinary shares in issue excluding those held in treasury at the date of this
report. The articles of association of the Company permit dividends to be paid out of capital.
56 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Note 7: Taxation on ordinary activities

| Year to | Year to |
| --- | --- |
| 31 March | 31 March |
| 2025 | 2024 |
| £000 | £000 |

Irrecoverable overseas withholding tax 672 551
The corporation tax rate was 25% (2024: 25%). The tax charge for the year differs from the charge resulting from applying
the standard rate of corporation tax in the UK for an investment trust company. The differences are explained below:

| Year to | Year to |
| --- | --- |
| 31 March | 31 March |
| 2025 | 2024 |
| £000 | £000 |

Net return before taxation 30,772 10,931
Corporation tax at rate of 25% (2024: 25%) 7,693 2,733
Effects of:
Gains on investments (not taxable) (5,637) (1,435)
Non taxable dividend income (2,572) (1,827)
Financial review Investor informationOverview Governance
Irrecoverable overseas withholding tax 672 551
Currency gains in capital (not taxable) (66) (62)
Increase in excess management and loan expenses 582 591
Total tax charge 672 551
As at 31 March 2025, the Company had unutilised management expenses of £26,542,000 (2024: £24,213,000) carried
forward. Due to the Company’s status as an investment trust and the intention to continue to meet the conditions required
to obtain approval in the foreseeable future, the Company has not provided deferred tax on capital gains and losses arising
on the revaluation or disposal of investments.
### Note 8: Return per share

| Year to | Year to |
| --- | --- |
| 31 March | 31 March |
| 2025 | 2024 |

Revenue return (£000) 8,660 5,742
Capital return (£000) 21,440 4,638
Total (£000) 30,100 10,380
Weighted average number of ordinary shares in issue 128,565,700 94,344,039
Revenue return per ordinary share 6.74p 6.08p
Capital return per ordinary share 16.68p 4.92p
Total return per ordinary share 23.42p 11.00p
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 57
## Notes to the financial statements continued
### Note 9: Investments at fair value through profit or loss

|  | As at |  | As at |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2025 |  | 2024 |
|  | £000 |  | £000 |

Opening book cost 296,344 206,662
Opening investment holding gains 28,322 27,700
Opening market value 324,666 234,362
Acquisitions at cost 49,031 186,074
Disposals proceeds received (88,220) (101,510)
Gains on investments 22,547 5,740
Market value of investments held 308,024 324,666
Closing book cost 268,584 296,344
Closing investment holding gains 39,440 28,322
Closing market value 308,024 324,666
The Company received £88,220,000 (2024: £101,510,000) from investments sold in the year. The average book cost of these
investments when they were purchased was £76,791,000 (2024: £96,392,000). These investments have been revalued over
time and until they were sold any unrealised gains/losses were included in the fair value of investments.
The transaction costs in acquiring investments during the year were £106,000 (2024: £69,000). For disposals, transaction
costs were £33,000 (2024: £35,000).
### Note 10: Trade and other receivables

|  | As at |  | As at |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2025 |  | 2024 |
|  | £000 |  | £000 |

Due from brokers – 58,247
Dividends receivable 775 687
Tax recoverable 374 288
Amortisation of loan arrangement fees 33 55
Prepayments and other debtors 101 791
1,283 60,068
None of the Company’s trade receivables are past due or impaired.
### Note 11: Trade payables – amounts falling due within one year

|  | As at |  | As at |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2025 |  | 2024 |
|  | £000 |  | £000 |

Due to brokers 240 58,643
Interest accrued 32 34
Other trade payables 823 896
1,095 59,573
58 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Note 12: Bank loans

|  | As at |  | As at |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2025 |  | 2024 |
|  | £000 |  | £000 |

Bank borrowings due within one year 15,138 15,449
15,138 15,449
The Company has a £20 million multi-currency revolving credit facility with The Royal Bank of Scotland International Limited,
which expires on 19 September 2026. As at 31 March 2025 £15,138,000 was drawn down until 20 June 2025. The amount has
been drawn in the following currency split: – £1,500,000; €4,500,000; and US$12,750,000 (2024: same).
Interest is payable at the aggregate of the compounded Risk Free Rate (“RFR”) for the relevant currency and loan period,
plus a margin of 1.55%.
The main covenant under the agreement requires the Company to ensure that, at the end of each month, the aggregate of
the loans outstanding does not exceed an amount equal to 25% of its net tangible assets and, unless otherwise agreed with
the lender, net tangible assets are not less than £100,000,000.
### Note 13: Called up share capital
As at As at
Financial review Investor informationOverview Governance

|  | 31 March |  |  | 31 March |  |
| --- | --- | --- | --- | --- | --- |
| Number |  | 2025 | Number |  | 2024 |
| of shares |  | £000 | of shares |  | £000 |

Ordinary shares of 1p
Ordinary shares in issue at the beginning of the year 140,517,415 1,405 99,483,575 995
New Ordinary shares issued during the year – – 52,889,037 529
Ordinary shares bought back to treasury during the year (19,356,000) (193) (11,855,197) (119)
Ordinary shares in issue at the end of the year 121,161,415 1,212 140,517,415 1,405
Treasury shares (ordinary shares 1p)
Treasury shares in issue at the beginning of the year 34,670,770 347 22,815,573 228
Ordinary shares bought back to treasury during the year 19,356,000 193 11,855,197 119
Treasury shares in issue at the end of the year 54,026,770 540 34,670,770 347
Total ordinary shares in issue and in treasury at the end of the year 175,188,185 1,752 175,188,185 1,752
There were 19,356,000 shares bought back during the year to 31 March 2025 at a cost of £43,870,000 (2024: 11,855,197
shares at a cost of £25,891,000). No shares were issued in the year (2024: the Company issued 52,889,037 shares following
the transaction with Troy Income & Growth Trust plc, for net proceeds of £117,752,000). The share premium represents the
surplus amount over the nominal value of the issued share capital, net of any related issuance costs.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 59
## Notes to the financial statements continued
### Note 14: Capital reserve
The analysis of the capital reserve is as follows:

| Realised |  | Investment |  |  | Total |
| --- | --- | --- | --- | --- | --- |
| capital |  |  | holding |  | capital |
| reserve |  |  |  | gains | reserve |
|  | £000 |  |  | £000 | £000 |

As at 31 March 2023 84,205 27,700 111,905
Gains on realisation of investments at fair value 5,118 – 5,118
Realised currency gains during the year 286 – 286
Movement in unrealised gains – 622 622
Capital expenses (1,388) – (1,388)
As at 31 March 2024 88,221 28,322 116,543
Gains on realisation of investments at fair value 11,429 – 11,429
Realised currency gains during the year 275 – 275
Movement in unrealised gains – 11,118 11,118
Capital expenses (1,382) – (1,382)
As at 31 March 2025 98,543 39,440 137,983
The above split in capital reserve is shown in accordance with provisions of the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’, 2022. Only the realised capital reserve is
regarded as being available for distribution.
### Note 15: Net asset value per share

|  | As at |  | As at |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2025 |  | 2024 |

Net assets attributable to shareholders (£’000) 294,545 314,353
Shares in issue at the year end 121,161,415 140,517,415
Net asset value per share 243.10p 223.71p
### Note 16: Analysis of debt

|  | As at |  |  |  |  | As at |
| --- | --- | --- | --- | --- | --- | --- |
| 31 March |  | Cash | Exchange |  | 31 March |  |
|  | 2024 | flows | movements |  |  | 2025 |
|  | £000 | £000 |  | £000 |  | £000 |

Cash at bank 6,377 (4,906) – 1,471
Bank borrowings (15,449) – 311 (15,138)
Net debt (9,072) (4,906) 311 (13,667)
### Note 17: Related party transactions
With the exception of the management and secretarial fees, directors’ fees and directors’ shareholdings (disclosed on
page 36), there have been no related party transactions during the year, or in the prior year.
The management fee payable in respect of the year ended 31 March 2025 was £1,135,000 (2024: £1,366,000), of which
£694,000 (2024: £302,000) was outstanding at the year-end. The secretarial and directors’ fees payable in respect of the year
ended 31 March 2025 are detailed in note 4. The amount outstanding at the year end for secretarial fees and directors’ fees
was £6,000 (2024: £4,000) and £nil (2024: £nil) respectively.
60 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Note 18: Financial instruments
The Company’s financial instruments comprise securities and other investments, cash balances, loans and debtors and
creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and
debtors for accrued income. The Company also has the ability to enter into derivative transactions in the form of forward
foreign currency contracts, futures and options, for the purpose of managing currency and market risks arising from the
Company’s activities, although no such transactions have been undertaken in the current or prior year.
The main risks the Company faces from its financial instruments are (a) market price risk (comprising of (i) interest rate risk,
(ii) currency risk and (iii) other price risk), (b) liquidity risk and (c) credit risk.
The Board regularly reviews and agrees policies for managing each of these risks. The Manager’s policies for managing
these risks are summarised below and have been applied throughout the year.
(a) Market price risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in
market prices. This market risk comprises three elements – interest rate risk, foreign currency risk and other price risk.
(i) Market risk arising from interest rate risk
Interest rate movements may affect:
• the fair value of the investments in fixed interest rate securities;
• the level of income receivable on cash deposits; and Financial review Investor informationOverview Governance
• the level of interest payable on borrowings.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into
account when making investment and borrowing decisions.
The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on
a regular basis. The Company has a revolving multi-currency loan facility with The Royal Bank of Scotland International
Limited which provides flexibility to finance opportunities in the short term. Current guidelines state that the total
borrowings will not exceed 20% of shareholders’ funds. Details of borrowings at 31 March 2025 are shown in note 12 on
page 59.
Interest risk profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the date of the statement of financial position
was as follows:

|  | Interest |  |  | Local | Foreign |  | GBP sterling |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | rate | currency |  | exchange |  | equivalent |  |
| As at 31 March 2025 |  | % |  | 000 |  | rate |  | £000 |

Assets:
Pound sterling 1.65 1,384 n/a 1,384
US dollar 1.01 112 1.292 87
Total 1,471
Liabilities:
Bank loan – Pound sterling 6.01 1,500 n/a 1,500
Bank loan – Euro 3.98 4,500 1.194 3,768
Bank loan – US dollar 5.85 12,750 1.292 9,870
Total 15,138
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 61
## Notes to the financial statements continued
### Note 18: Financial instruments continued

|  | Interest |  |  | Local | Foreign |  | GBP sterling |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | rate | currency |  | exchange |  | equivalent |  |
| As at 31 March 2024 |  | % |  | 000 |  | rate |  | £000 |

Assets:
Pound sterling 1.95 6,377 n/a 6,377
US dollar – – 1.262 –
Total 6,377
Liabilities:
Bank loan – Pound sterling 6.67 1,500 n/a 1,500
Bank loan – Euro 5.47 4,500 1.169 3,848
Bank loan – US dollar 6.87 12,750 1.262 10,101
Total 15,449
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates at the statement of financial
position date and the stipulated change taking place at the beginning of the financial year and held constant throughout
the reporting period in the case of instruments that have floating rates.
The following table illustrates the sensitivity of the return after taxation to an increase or decrease of 1.0% (2024: 1.0%)
in interest rates. The sensitivity analysis is based on the Company’s borrowings and cash and cash equivalents at the
Statement of financial position date, with all other variables held constant.
Year to 31 March 2025 Year to 31 March 2024

|  | 1.0% |  | 1.0% |  | 1.0% |  | 1.0% |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Increase |  | Decrease |  | Increase |  | Decrease |  |
|  | in rate |  | in rate |  | in rate |  | in rate |
|  | £000 |  | £000 |  | £000 |  | £000 |

Effect on revenue return (38) 38 10 (10)
Effect on capital return (98) 98 (101) 101
Effect on total return and on net assets (136) 136 (91) 91
In the opinion of the directors, the above sensitivity analysis may not be representative of the year as a whole, since
exposure may change as investments are made, borrowings are drawn down and may be repaid throughout the year.
(ii) Market risk arising from foreign currency risk
A significant proportion of the Company’s investment portfolio is invested in overseas securities and the statement of
financial position can be significantly affected by movements in foreign exchange rates. It is not the Company’s policy to
hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investment with
foreign currency borrowings.
62 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
### Note 18: Financial instruments continued
Foreign currency risk profile
Foreign currency risk exposure by currency of denomination:
As at 31 March 2025 As at 31 March 2024

| Investment |  | Net monetary |  |  | Total currency |  |  | Investment |  | Net monetary |  |  | Total currency |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| exposure |  |  | exposure |  |  | exposure |  | exposure |  |  | exposure |  |  | exposure |  |
|  | £000 |  |  | £000 |  |  | £000 |  | £000 |  |  | £000 |  |  | £000 |

US dollar 132,141 (9,431) 122,710 159,915 (9,840) 150,075
Swiss franc 27,097 306 27,403 28,228 288 28,516
Euro 26,673 (3,698) 22,975 9,769 (3,854) 5,915
Japanese yen 10,861 78 10,939 13,994 98 14,092
Canadian dollar 9,066 – 9,066 7,140 – 7,140
Hong Kong dollar 5,897 – 5,897 4,172 – 4,172
Danish krone 5,754 – 5,754 – – –
Total overseas investments 217,489 (12,745) 204,744 223,218 (13,308) 209,910
Pound sterling 90,535 (734) 89,801 101,448 2,995 104,443
Total 308,024 (13,479) 294,545 324,666 (10,313) 314,353
Financial review Investor informationOverview Governance
The asset allocation between specific markets can vary from time to time based on the Manager’s opinion of the
attractiveness of the individual markets.
Foreign currency sensitivity
At 31 March 2025, if sterling had strengthened by 10% in relation to all currencies (2024: 10%), with all other variables held
constant, total net assets and total return on ordinary activities would have decreased by the amounts shown below. A 10%
weakening of sterling against all currencies, with all other variables held constant, would have had an equal but opposite
effect on the financial statement amounts.

|  | As at |  | As at |
| --- | --- | --- | --- |
| 31 March |  | 31 March |  |
|  | 2025 |  | 2024 |
|  | £000 |  | £000 |

US dollar 12,271 15,008
Swiss franc 2,740 2,852
Euro 2,298 592
Japanese yen 1,094 1,409
Canadian dollar 907 714
Hong Kong dollar 590 417
Danish krone 575 –
20,475 20,991
(iii) Market risk arising from other price risk
Other price risks (i.e. changes in market prices other than those arising from interest rate or currency risk) may affect the
value of the quoted investments.
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from
factors specific to a particular sector. The allocation of assets and the stock selection process, as detailed on pages 14 and
15, both act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the
Board, which meets regularly in order to review investment strategy. All investments held by the Company are listed on
stock exchanges worldwide.
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 63
## Notes to the financial statements continued
### Note 18: Financial instruments continued
Other price risk sensitivity
The following table illustrates the sensitivity of the return after taxation and the net asset value to an increase or decrease
of 15% in the fair value of the Company’s equities (2024: 15%). The calculations are based on the portfolio valuations as at
the respective statement of financial position date, and the consequent impact on the investment management fees for the
year, and are not representative of the year as a whole.
Year to 31 March 2025 Year to 31 March 2024

| 15% increase |  | 15% decrease |  |  | 15% increase in |  |  | 15% decrease |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| in fair value |  |  | in fair value |  |  | fair value |  | in fair value |  |
|  | £000 |  |  | £000 |  |  | £000 |  | £000 |

Effect on revenue return (81) 81 (85) 85
Effect on capital return 46,054 (46,054) 48,541 (48,541)
Effect on total return and on net assets 45,973 (45,973) 48,456 (48,456)
(b) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is not considered to be significant as the Company’s assets comprise mainly readily realisable securities,
which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of loan and
overdraft facilities (see note 12 for more details).
The contractual maturities of the financial liabilities at the year end, based on the earliest date on which payment can be
required are as follows:
As at 31 March 2025 As at 31 March 2024

| Three months |  |  | More than |  |  | Three months |  |  | More than |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | or less | three months |  |  | Total |  | or less | three months |  |  | Total |
|  | £000 |  |  | £000 | £000 |  | £000 |  |  | £000 | £000 |

Trade payables:
Bank loans 15,351 – 15,351 15,706 – 15,706
Other trade payables 823 – 823 896 – 896
16,174 – 16,174 16,602 – 16,602
(c) Credit risk
This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction that could
result in the Company suffering a loss.
The risk is not considered to be significant by the Board, and is managed as follows:
• investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically
by the Investment Manager, and limits are set on the amounts that may be due from any one broker; and
• cash is held only with reputable banks with high quality external credit ratings.
The maximum credit risk exposure as at 31 March 2025 was £2,246,000 (2024: £65,311,000). This was due to amounts due
from brokers, dividend receivables and cash as per notes 10 and 16. The decrease in exposure at 31 March 2025 was due to
the prior year-end including amounts due from brokers of £58,247,000, which related to portfolio transactions undertaken
following the transaction with TIGT.
Fair value of financial assets and financial liabilities
All financial assets and liabilities of the Company are included in the statement of financial position at fair value or the
statement of financial position amount is a reasonable approximation of fair value.
64 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
Overview

Governance

Financial review

Investor information

## Note 19: Capital management policies and procedures

The Company's capital management objectives are:

- to ensure that the Company will be able to continue as a going concern; and
- to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and debt.

The capital of the Company consists of equity, comprising issued capital, reserves and retained earnings.

The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the Manager's views on the market and the extent to which revenue in excess of that which is required to be distributed should be retained.

## Note 20: Fair value hierarchy

Under FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', an entity is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc); or
- Level 3: significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments).

The financial assets measured at fair value through profit or loss are grouped into the fair value hierarchy as follows:

|  At 31 March 2025 | Level 1 £000 | Level 2 £000 | Level 3 £000 | Total £000  |
| --- | --- | --- | --- | --- |
|  Financial assets at fair value through profit or loss |  |  |  |   |
|  Quoted equities | 308,024 | – | – | 308,024  |
|  **Net fair value** | **308,024** | **–** | **–** | **308,024**  |

|  At 31 March 2024 | Level 1 £000 | Level 2 £000 | Level 3 £000 | Total £000  |
| --- | --- | --- | --- | --- |
|  Financial assets at fair value through profit or loss |  |  |  |   |
|  Quoted equities | 324,666 | – | – | 324,666  |
|  **Net fair value** | **324,666** | **–** | **–** | **324,666**  |

## Note 21: Company information

STS Global Income & Growth Trust plc is a closed-ended investment company, registered in Scotland No SC283272, with its ordinary shares listed on the London Stock Exchange. The address of the registered office is 28 Walker Street, Edinburgh EH3 7HR.

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 65
## AIFMD Disclosures (Unaudited)
In accordance with the AIFM Directive, information in relation to the Company’s leverage and the remuneration of the
Company’s AIFM, Juniper Partners, is required to be made available to investors. In accordance with the Directive, the
AIFM’s remuneration policy and the numerical remuneration disclosures in relation to the AIFM’s year ended 30 April 2024
are available from the Company Secretary on request.
The Company’s maximum and actual leverage levels are shown below:
Gross method Commitment method

|  |  | At |  | At |  | At |  | At |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 31 March |  | 31 March |  | 31 March |  | 31 March |  |
| Leverage Exposure |  | 2025 |  | 2024 |  | 2025 |  | 2024 |

Maximum permitted limit 300% 300% 200% 200%
Actual 105% 103% 105% 105%
The leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels
permitted in the Company’s articles of association. The Manager is also required to comply with the gearing parameters set
by the Board in relation to borrowings.
66 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
# Alternative performance measures

The alternative performance measures ('APMs') detailed below are used by the Board to assess the Company's performance against a range of criteria and are viewed as particularly relevant to an investment trust. Other terms detailed below are for reference.

## NAV total return

Net asset value ('NAV') total return measures the increase or decrease in NAV per share plus the dividends paid in the period, which are assumed to be reinvested at NAV at the time that the share price is quoted ex-dividend.

|   |  | 2025 | 2024  |
| --- | --- | --- | --- |
|  Opening NAV per share | A | 223.71p | 220.37p  |
|  Closing NAV per share | B | 243.10p | 223.71p  |
|  % change in NAV | C=(B-A)/A | 8.7% | 1.5%  |
|  Impact of dividends reinvested | D | 2.2% | 3.3%  |
|  **NAV total return** | **E=C+D** | **10.9%** | **4.8%**  |

## Share price total return

Share price total return measures the increase or decrease in share price plus the dividends paid in the period, which are assumed to be reinvested at the share price at the time that the share price is quoted ex-dividend.

|   |  | 2025 | 2024  |
| --- | --- | --- | --- |
|  Opening share price | A | 220.00p | 214.00p  |
|  Closing share price | B | 239.00p | 220.00p  |
|  % change in share price | C=(B-A)/A | 8.6% | 2.8%  |
|  Impact of dividend reinvested | D | 2.3% | 3.3%  |
|  **Share price total return** | **E=C+D** | **10.9%** | **6.1%**  |

## Premium/(discount) to NAV

The amount by which the share price is higher/lower than the NAV per share, expressed as a percentage of the NAV per share.

|   |  | 2025 | 2024  |
| --- | --- | --- | --- |
|  NAV per share | A | 243.10p | 223.71p  |
|  Share price | B | 239.00p | 220.00p  |
|  Discount | C=(B-A)/A | 1.69% | 1.66%  |

Overview

Governance

Financial review

Investor information

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 67
# Alternative performance measures continued

## NAV per share

This is the main measure of the underlying value of a share in an investment company. The NAV (cum income) per share includes undistributed current year income and the calculation is included in note 15. NAV (ex income) per share is calculated by deducting undistributed current year income from the NAV. To determine the NAV (ex income) per share the following calculation is applied:

|   |  | 2025 | 2024  |
| --- | --- | --- | --- |
|  Net assets per statement of financial position | A | 294,545,000 | 314,353,000  |
|  Current year revenue return | B | 8,660,000 | 5,742,000  |
|  Dividends paid for the current year (note 6) | C | 4,002,000 | 4,553,000  |
|  NAV (ex income) | D=A-(B-C) | 289,887,000 | 313,164,000  |
|  Shares in issue at the year-end | E | 121,161,415 | 140,517,415  |
|  **Net asset value per share (ex income)** | F=D/E | **239.26p** | **222.86p**  |

## Ongoing charges

Ongoing charges are the total of the Company's management fees and other operating expenses expressed as a percentage of average net assets in the year. Operating costs exclude costs of buying and selling investments, finance costs, taxation, and the direct costs of buying back or issuing ordinary shares. The ongoing charges figure has been calculated in line with the AIC's recommended methodology.

|   |  | 2025 £000 | 2024 £000  |
| --- | --- | --- | --- |
|  Investment management fee |  | 1,135 | 1,366  |
|  Other expenses |  | 710 | 595  |
|  Discount control costs (fixed element) |  | 18 | 31  |
|  Total expenses |  | 1,863 | 1,992  |
|  Effect of management fee waiver* |  | 522 | –  |
|  Ongoing charges | A | 2,385 | 1,992  |
|  Average net assets | B | 296,967 | 208,271  |
|  **Ongoing charges ratio** | C=A/B | **0.80%** | **0.96%**  |

* Troy agreed to waive the management fee on the assets transferred from the combination with TIGT for a period of 18 months (note 3). If Troy had not waived its fee the investment management fee payable in the year ended 31 March 2025 would have been £522,000 higher.

68 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Glossary of terms
extra for shareholders. However, if the investment portfolio
### AIFM
doesn’t perform well, gearing can increase losses. The
An alternative investment fund manager (‘AIFM’) is an entity
more an investment company gears, the higher the risk.
that provides certain investment services, including portfolio
and risk management services. The Company has appointed The gearing currently employed is discussed in the
Juniper Partners as its AIFM. AIFMs are responsible for strategic report on page 15.
managing investment products that fall within the category of
### alternative investment funds and investment trusts, including Leverage
the Company, are included in this. Leverage, for the purposes of the AIFMD, is any method
which increases the Company’s exposure to stockmarkets
### Comparison index
whether through borrowings, derivatives, or any other
The Company’s investment performance (on a total return means. It is expressed as a ratio of the Company’s
basis) is measured against the Lipper Global – Equity exposure to its NAV. In summary, the gross method
Global Income Index for comparison purposes. measures the Company’s exposure before applying
hedging or netting arrangements. The commitment
### Discount control mechanism method allows certain hedging or netting arrangements
The policy through which the Company issues shares where to be offset. As at 31 March 2025, the Company had no
there is demand in the market or buys back shares when hedging or netting arrangements.
there are excess shares available in the market with the aim
### Net assets
of ensuring, in normal market conditions, that the shares
trade consistently close to their net asset value. A measure of the size of an investment company. The total
value of all assets held, less liabilities and prior charges,
Financial review Investor informationOverview Governance
### Dividend including income for the current year.
Income from an investment in shares. Not all investment
### Share buy backs
companies pay dividends. Dividend income is not
guaranteed and may fall as well as rise. The Company pays Describes an investment company buying its own shares
dividends quarterly in April, July, October and January. and reducing the number of shares in issue.
Share buy backs can be used to return money to
### Dividend yield
shareholders, but are also often used to tackle the
The annual dividends expressed as a percentage of the
Company’s discount. Discounts may reflect an imbalance
current share price.
between the demand for shares and the number of shares
in existence. The hope is that, by reducing the number of
### Ex and cum income
shares in existence, the buy back will help to prevent the
Also shown as ‘ex div’ or ‘xd’, this means that, if you buy
discount widening or even reduce it.
the shares today, you will not receive the most recently
### declared dividend. Share price
Shares are being traded all the time on stock markets, so The price of a share as determined by the stock market.
for administrative reasons there needs to be a point when
If you see a single share price shown, it’s likely that this is
buyers and sellers agree whether they will receive the most
the mid-market price. This is different to the price at which
recently declared dividend. The point when the shares
you buy and sell the shares, which are known as the bid
purchased will no longer receive the dividend is known
price (sell) and offer price (buy).
as the ‘ex dividend date’ and the shares are said to have
‘gone ex dividend’. The share price will normally fall by the
### Treasury shares
amount of the dividend to reflect this.
Shares in the Company’s own share capital which the
If you buy the shares when you are still entitled to the most Company itself owns and which can be sold to investors to
recently declared dividend, this is known as the shares raise new funds.
being cum dividend.
Treasury shares only come into existence when the Company
buys back its own shares. Instead of cancelling the shares
### Gearing
(i.e. they cease to exist) they are held ‘in treasury’ by the
At its simplest, gearing means borrowing money to buy
Company and can be sold at a later date to raise new funds.
more assets in the hope the Company makes enough profit
to pay back the debt and interest and leave something
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 69
## Ways to invest in the Company
The Company’s shares quality for tax efficient wrapper
### Independent financial advisers
products like individual savings accounts (‘ISAs’) and self-
An increasing number of independent financial
invested personal pensions (‘SIPPs’) as well as may other
advisers are including investment trusts within their
investment wrappers that can be used, including those
investment recommendations for clients. To find
designated for children.
an adviser who recommends on investment trusts,
visit www.unbiased.co.uk.
### Platforms, fund supermarkets and online
### stockbrokers
### Private client stockbrokers
You can invest using a number of fund platforms and fund
If you have a large sum to invest, you may want to contact
supermarkets. Many offer wrapper products like ISAs and
a private client stockbroker. They can manage your entire
SIPPs and children’s savings products. A number of real-
portfolio of shares and will advise you on your investments.
time execution only stockbroking services also allow you
To find a private client stockbroker visit the Wealth
to trade online, manage your portfolio and buy UK listed
Management Association: www.thewma.co.uk.
shares. These services do not offer financial advice and if
you are unsure about investing, we recommend that you
### Trading Codes
speak to a qualified financial adviser.
(You may be asked for these when investing)
### Retail distribution/NMPI status
TIDM code: STS
The Company’s shares are ‘excluded securities’ for
Sedol: B09G3N2
the purposes of the rules relating to non-mainstream
pooled investment (‘NMPI’) products. This means
ISIN: GB00B09G3N23
they can be recommended by independent financial
advisers to their ordinary retail clients, subject to normal
suitability requirements.
70 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
# Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of STS Global Income & Growth Trust plc (the 'Company') will be held at the offices of Troy Asset Management, 33 Davies Street, London, W1K 4BP, on 23 June 2025 at 10.30am for the following purposes:

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. To receive the audited financial statements for the year ended 31 March 2025 together with the reports of the directors and the auditor thereon.
2. To approve the directors' remuneration report for the year ended 31 March 2025.
3. To approve the dividend policy.
4. To re-elect Gillian Elcock as a director of the Company.
5. To re-elect Bridget Guerin as a director of the Company.
6. To re-elect Sarah Harvey as a director of the Company.
7. To re-elect Alexandra Innes as a director of the Company.
8. To re-elect Brigid Sutcliffe as a director of the Company.
9. That Ernst & Young LLP be re-appointed as auditor of the Company.
10. To authorise the directors to fix the remuneration of the auditor for the year ending 31 March 2026.
11. That, in substitution of any existing authority of the directors, the directors of the Company be and are hereby generally and unconditionally authorised pursuant to s551 of the Companies Act 2006 (the 'Act') to allot equity securities (as defined in s560 of the Act) and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £400,481 (being one third of the issued share capital of the Company (excluding treasury shares) as at 20 May 2025; being the latest practicable date before the date of this notice) provided that the authority hereby given shall expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) on 30 September 2026 or, if earlier, at the conclusion of the annual general meeting of the Company in 2026 save that the Company may, at any time before the expiry of such authority, make an offer or enter into an agreement which would or might require equity securities to be allotted after the expiry of such authority and the directors may allot equity securities in pursuance of such an offer or agreement as if such authority had not expired.

To consider and, if thought fit, pass the following resolutions as special resolutions:

12. That, in substitution of any existing authority of the directors, the directors be empowered pursuant to s570 and s573 of the Act to allot equity securities (as defined in s560 of the Act) for cash pursuant to the general authority conferred on them by resolution 11 above and/or to sell equity securities held as treasury shares for cash pursuant to s727 of the Act, in each case as if s561 of that Act did not apply to any such allotment or sale, provided that this power shall be limited to:
(a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
(b) any such allotment and/or sale of equity securities, otherwise than pursuant to sub-paragraph (a) above, having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £350,376 (representing 20% of the issued ordinary share capital (including treasury shares) as at 20 May 2025; being the latest practical date before the date of this notice).

This authority shall expire, unless previously revoked or renewed by the Company in a general meeting, on 30 September 2026 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2026, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Overview

Governance

Financial review

Investor information

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 71
## Notice of Annual General Meeting continued
13. That, in accordance with s701 of the Act, and in 14. That a general meeting of the Company other than
substitution for any existing authority, the Company an annual general meeting may be called on not less
be and is hereby generally and unconditionally than 14 clear days’ notice provided that this authority
authorised to make market purchases (within the shall expire at the conclusion of the next annual
meaning of s693 of the Act) of ordinary shares of 1p general meeting of the Company.
each in the capital of the Company provided that:
By order of the Board
(i) the maximum aggregate number of ordinary
shares authorised to be purchased is 18,009,648 Juniper Partners Limited
(being 14.99% of the issued share capital Secretary
(excluding treasury shares) as at 20 May 2025,
21 May 2025
being the last practicable date before this notice)
or, if lower, such number of ordinary shares equal
Registered office: 28 Walker Street, Edinburgh EH3 7HR
to 14.99% of the issued share capital at the
date of the passing of the resolution (excluding
### Notes to the Notice of AGM
treasury shares);
1. The Company has specified that to be entitled to attend and
(ii) the minimum price which may be paid for an vote at the meeting (and for the purpose of determining the
number of votes they may cast), members must be entered
ordinary share is 1p per share which amount shall
on the register of members 48 hours (excluding non-working
be exclusive of expenses;
days) before the time fixed for the meeting, or, if the meeting
is adjourned, on the register of members 48 hours (excluding
(iii) the maximum price (exclusive of expenses) which non-working days) before the time for holding any adjourned
may be paid for an ordinary share shall be not meeting. Changes to entries on the share register after the
relevant deadline will be disregarded in determining the
more than the higher of (i) 105% of the average
rights of any person to attend or vote at the meetings.
of the mid-market quotations for an ordinary
2. A member entitled to attend, speak and vote may appoint a
share of the company as derived from the Daily
proxy or proxies to attend, speak and, on a poll, vote instead
Official List of the London Stock Exchange for
of him/her. A proxy need not be a member of the Company.
the five business days immediately preceding A shareholder may appoint more than one proxy provided
the date of purchase or (ii) the higher of the price that each proxy is appointed to exercise the rights attached
to a different share or shares held by that shareholder. To be
quoted for (a) the last independent trade of and
valid, proxies must be lodged at the office of the registrars
(b) the highest current independent bid for, any
of the Company not less than 48 hours before the time of
number of ordinary shares on the trading venue the meeting (excluding non-working days). A form of proxy
where the purchase is carried out; is enclosed. The notes to the form of proxy explain how to
direct your proxy, how to vote on each resolution, or with-
(iv) the authority hereby conferred shall expire hold your vote. Appointment of a proxy will not preclude a
member from attending the meeting and voting in person.
15 months after the date of passing of this
Unless otherwise indicated on the Form of Proxy, CREST,
resolution or at the conclusion of the next annual
Proxymity or any other electronic voting instruction, the
general meeting of the Company following the proxy will vote as they think fit or, at their discretion, withhold
from voting.
passing of this resolution, whichever first occurs,
unless such authority is renewed or revoked prior 3. Shareholders can vote electronically via the Investor Centre,
a free app for smartphone and tablet provided by MUFG
to such time; and
Corporate Markets (the company’s registrar). It allows
you to securely manage and monitor your shareholdings
(v) the Company may enter into a contract to
in real time, take part in online voting, keep your details
purchase ordinary shares under this authority
up to date, access a range of information including
prior to the expiry of such authority which will or payment history and much more. The app is available to
may be executed wholly or partly after the expiry download on both the Apple App Store and Google Play,
or by scanning the relevant QR code below. Alternatively,
of such authority and may make a purchase
you may access the Investor Centre via a web browser at:
of ordinary shares in pursuance of any such
https://uk.investorcentre.mpms.mufg.com/. The same voting
contract as if the authority hereby conferred deadline of 48 hours (excluding non-working days) before
had not expired. the time of the meeting applies as if you were using the
paper proxy form to vote or appoint a proxy by post to vote
for you. Shareholders will need to use the unique personal
investor code. This number can be found on your share
certificate. Shareholders should not show this information
to anyone unless they wish to give proxy instructions on
their behalf.
72 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
4. A corporation which is a member can appoint one or more corporate representative(s) who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
5. As at 20 May 2025 (being the last practicable day prior to the publication of this Notice) the Company's issued voting share capital consists of 175,188,185 ordinary shares, of which 55,043,770 shares are held in treasury. Each share carries one vote, therefore, the total voting rights in the Company are 120,144,415 votes.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrars (ID: RA10) no later than 48 hours (excluding non-working days) before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Proxymity Voting – if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information

regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by no later than 48 hours (excluding non-working days) before the time appointed for the meeting on in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

7. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the company's register of members in respect of the joint holding (the first-named being the most senior).
8. Pursuant to s319A of the Companies Act 2006, the Company must provide an answer to any question which is put by a member attending the meeting relating to the business being considered, except if a response would not be in the interest of the Company or for the good order of the meeting or if to do so would involve the disclosure of confidential information.
9. Information regarding the meeting, including the information required by s311A of the Companies Act 2006, is available from www.stsplc.co.uk.
10. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ('nominated persons'). Nominated persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
11. Copies of the letters of appointment of the directors of the Company and the articles of association are available for inspection at the Company's registered office at 28 Walker Street, Edinburgh, EH3 7HR and will be available at the location of the AGM until the close of the meeting and at the meeting (for 15 minutes prior to the meeting and during the meeting).
14. Any electronic address provided either in this notice of AGM or any related documents (including the form of proxy) to communicate with the company may not be used for any purposes other than those expressly stated.

![img-2.jpeg](img-2.jpeg)

![img-3.jpeg](img-3.jpeg)

Overview

Governance

Financial review

Investor information

STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 73
## Easy access to information
The Company’s website can be found at www.stsplc.co.uk. This offers a wealth of information about the Company.
### Register for monthly updates
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### Enquiries
If you have an enquiry about STS Global Income & Growth Trust, please get in touch.
0131 378 0500 l companysecretary@stsplc.co.uk
The Chairman
c/o Company Secretary
STS Global Income & Growth Trust plc
28 Walker Street
Edinburgh
EH3 7HR
chairman@stsplc.co.uk
74 STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025
## Corporate information

| Directors | Custodians |
| --- | --- |
| John Evans (Chairman) | J.P. Morgan Chase Bank N.A. |
| Gillian Elcock | 25 Bank Street |
| Bridget Guerin | Canary Wharf |
| Sarah Harvey (Senior Independent Director) | London E14 5JP |

Alexandra Innes
Brigid Sutcliffe
### Bankers
The Royal Bank of Scotland International Limited
### AIFM and Company Secretary
71 Bath Street
Juniper Partners Limited
St Helier
28 Walker Street
Jersey JE4 8PJ
Edinburgh EH3 7HR
### Juniper Partners Limited is authorised and regulated by the Depositary
Financial Conduct Authority.
J.P. Morgan Europe Limited
25 Bank Street
### Manager
Canary Wharf
Troy Asset Management Limited
London E14 5JP
33 Davies Street
London W1K 4BP
### Brokers
Troy Asset Management Limited is authorised and regulated by
the Financial Conduct Authority. JPMorgan Cazenove Limited
25 Bank Street
### Registered office Canary Wharf
STS Global Income & Growth Trust plc London E14 5JP
28 Walker Street
### Edinburgh EH3 7HR Association of Investment Companies
Registered in Scotland, registered number SC283272
9th Floor
24 Chiswell Street
### Independent auditor
London EC1Y 4YY
Ernst & Young LLP
www.theaic.co.uk
25 Churchill Place
STS Global Income & Growth Trust is a member of the AIC
Canary Wharf
(the trade body of the investment company industry).
London E14 5EY
### Shareholder information
Website: www.stsplc.co.uk
### Financial calendar – key dates 2025
Year end figures Fourth interim Half-yearly results
announced and dividend paid announced, half-yearly
annual report issued financial report issued
January April May OctoberJune July December
Second interim Third interim Annual General First interim
dividend payment dividend paid Meeting dividend paid
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2025 75
### stsplc.co.uk
28 Walker Street
Edinburgh
EH3 7HR