Annual Report
Year to 31 March 2026
https://www.stsplc.co.uk
Why Invest in STS Global Income & Growth Trust?
The Company aims to:
Steadily grow your investment over time Target a growing income - yield 3.8%* Seek to defend value in an uncertain world
What we do
STS Global Income & Growth Trust plc (the 'Company' or 'STS') is a UK-based investment trust, managed by Troy Asset Management Limited (the 'Manager' or 'Troy'), which invests in a portfolio of global equities. It aims to meet the needs of investors looking for a growing level of income and steady capital growth over the long term, whilst also wanting to preserve the value of their money.
A quality investment approach
The Company seeks to invest in a small number of companies (typically 30 - 50 companies) which the Manager deems to be high-quality and hold them for very long periods to capture the compounding power of those companies.
Dependable income
The Company aims to provide a steady, regular income with the intention of growing this consistently from year to year. Dividends are paid quarterly in April, July, October
and January.
Experienced team
The Company is co-managed by James Harries and Tomasz Boniek. James has more than
20 years' experience of managing global income portfolios and joined Troy in 2016. Tomasz has over 13 years' investment experience and has been helping manage global income portfolios with James for 8 years, having joined Troy in 2017.
Discount management
The Company introduced a discount control mechanism in November 2020 which aims to ensure, in normal market conditions, that the shares trade consistently close to their net asset value, providing liquidity for all shareholders.
Under the discount control mechanism, the Company has committed to buying back shares when there is excess supply and issuing shares when there is excess demand.
Independent oversight
The Company is overseen by an independent Board. By engaging with and listening to shareholders, the Board ensures that the Company continues to offer a distinctive investment proposition that is relevant to investors' needs.
* The dividend policy set out on page 14 does not target a yield, this reflects the historic yield for the year ended 31 March 2026, and includes dividends declared not yet paid. This is not guaranteed.
https://www.stsplc.co.uk
STS Global Income & Growth Trust plc Annual Report for the year to 31 March 2026
Overview GovernanceContents
Overview
Financial highlights 2
Chair's statement 4
Managers' review 7
Portfolio summary 10
Portfolio holdings 11
Strategic report 12
Board of directors 19
Governance
Report of the directors 21
Corporate governance statement 28
Directors' remuneration report 35
Audit and Risk Committee report 38
Financial review
Independent auditor's report 41
Statement of comprehensive income 48
Statement of financial position 49
Statement of changes in equity 50
Statement of cash flow 51
Notes to the financial statements 52
AIFMD disclosures (unaudited) 65
Investor information
Alternative performance measures 66
Glossary of terms 68
Ways to invest in the company 69
Notice of annual general meeting 70
Easy access to information 74
Corporate information 75
Financial review Investor informationInformation 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.
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)
8.37
8.45
6.41
6.54
5.80
5.95
6.10
6.25
6.20
5.70
5.88
9
8
7
6
(pence)
5
4
A total annual dividend of 8.45p, producing
a yield of 3.8%, an increase of 48% from 2021, when the
dividend was rebased following the change of manager.
3
2
1
0
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
2026
Dividends per share rounded to two decimal places. Years shown represent the financial years ended 31 March.
Long-term capital growth
Share price total returnˆ
Net asset value total returnˆ
240
220
200
(%)
180
160
140
120
Over the last ten years, shareholders have enjoyed a 128% increase in share price (total return).
The share price return has been positive in eight out of the last ten years even through some of the most turbulent market conditions.
100
Mar 16 Mar 17 Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23 Mar 24 Mar 25 Mar 26
Source: LSEG Datastream.
ˆ Alternative performance measures - see pages 66 and 67 for further information.
Overview
GovernanceTotal returnsˆ (including reinvested dividends)
Year ended 31 March 2026 | 1 year to 31 March 2026 % | 3 years to 31 March 2026 % | 5 years to 31 March 2026 % |
Net asset value per share | (4.6) | 10.8 | 27.2 |
Share price | (2.5) | 14.7 | 28.2 |
Lipper Global - Equity Global Income Index | 13.5 | 32.2 | 47.2 |
1 year to | 3 years to | 5 years to | |
31 March 2025 | 31 March 2025 | 31 March 2025 | |
Year ended 31 March 2025 | % | % | % |
Net asset value per share | 10.9 | 13.9 | 71.2 |
Share price | 10.9 | 12.1 | 62.7 |
Lipper Global - Equity Global Income Index | 4.5 | 17.1 | 68.6 |
Key data |
As at 31 March 2026 | As at 31 March 2025 | |
Net asset value per share (cum income)ˆ | 223.18p | 243.10p |
Net asset value per share (ex income)ˆ | 220.79p | 239.26p |
Share price | 224.00p | 239.00p |
Premium/(discount) | 0.37% | (1.69)% |
Net assets | £254,447,000 | £294,545,000 |
Income
Year ended 31 March 2026 | Year ended 31 March 2025 | |
Revenue return per share Dividend per share | 6.49p 8.45p | 6.74p 8.37p |
Ongoing chargesˆ
Year ended 31 March 2026 | Year ended 31 March 2025 | |
Ongoing charges | 0.66% | 0.80% |
ˆ Alternative performance measures - see pages 66 and 67 for further information.
Five-year record
Annual total returns (including dividends reinvested) over 12 month periods to 31 March
2026 | 2025 | 2024 | 2023 | 2022 | |
Net asset value per share | (4.6)% | 10.9% | 4.8% | (1.8)% | 16.8% |
Share price | (2.5)% | 10.9% | 6.1% | (4.8)% | 17.4% |
Source: LSEG Datastream.
Chair's statement
Alongside our focus on long-term capital growth, the Board has modestly increased the dividend this year, delivering a yield of 3.8%.
This is my first annual report as your Chair, and I wish the circumstances were more favourable. Over the year to 31 March 2026, your Company's share price fell by 2.5% and the net asset value per share by 4.6%, against a return from the Lipper Global - Equity Global Income Index of 13.5%. This represents a material shortfall and is disappointing.
It is, however, important to distinguish between share price performance and the underlying business performance of the companies in our portfolio. They
have continued to demonstrate strong fundamentals but have been out of favour in a market environment that has rewarded very different characteristics.
At the same time, the Board has modestly increased the dividend for the year, resulting in a yield of 3.8% for the year to 31 March 2026 reflecting our continued focus
on providing a yield that is appropriately positioned for the sector.
My intention in this report is to set out what has happened this year, why the Board believes the cause is identifiable and, more importantly, why we continue to have conviction in the investment approach. I will also set out the actions the Board has taken this year to protect shareholders' interests.
Performance
The past year has been characterised by market disruption - from the announcement of the tariff programme in the US to the Iran conflict. Global equity markets have produced strong returns, but these have been concentrated in a relatively narrow group of sectors. Gains were focused in energy, utilities, as well as businesses benefiting directly from the capital
expenditure boom in AI which are sectors that, for reasons
of cyclicality, capital intensity or unproven end-market economics, your Company does not own. By contrast, many of the high-quality, cash-generative businesses that the Company favours were marked down on fears
relating to disruption from AI and pressure on consumers. We believe this divergence reflects a combination of short-term macroeconomic factors and evolving market narratives, rather than a fundamental deterioration in the quality of the businesses we own. The Managers' Review, which follows this statement, sets out in detail why we believe the competitive advantages of these businesses remain intact.
The Board has spent considerable time during the year reviewing and challenging the Manager's approach.
We remain confident that the Company's strategy is the right one for long-term value creation. Periods of underperformance are an inevitable feature of any
differentiated investment approach. The Board's role is to ensure that such periods are properly understood, that the strategy remains appropriate, and that it is being executed with discipline. Based on our work this year, we are satisfied on all three fronts.
In that context, it is worth reiterating why shareholders choose to invest in STS Global Income & Growth Trust:
The Company is designed to steadily grow your investment over time through investment in a focused portfolio of high-quality global companies. These are companies with strong returns on capital, resilient cash flows and the ability to compound value.
The Company targets a growing income stream. The Board remains committed to providing shareholders with a dependable quarterly dividend, with a current yield of 3.8%.
Overview
The Company seeks to defend shareholder value in an uncertain world. The emphasis on resilient business models, strong balance sheets and disciplined
capital allocation is intended to provide a degree of downside protection through economic cycles.
GovernanceThe Company's discount control mechanism has worked as intended in a year when many Investment Trusts have traded at wide and persistent discounts. Together with share buybacks that have been modestly accretive to those who have remained invested, providing a clear structural advantage.
Lowering the cost of ownership
One area where the Board has been able to take direct action this year is cost. Ongoing charges have fallen from 0.80% to 0.66% of net assets, per annum, a reduction of 18%. The saving reflects a combination of factors: the lower management fee rates agreed with Troy Asset Management (moving from a tiered structure to a flat
Financial reviewfee of 0.40% of net assets); the negotiation of a reduced fee with the registrar; and a continued drive from the Management Engagement Committee to benchmark every material service contract. We believe 0.66% positions the Company competitively within its peer group and will continue to look for further savings where they can be achieved without compromising the quality of service to shareholders.
Dividend
Investor informationThe Board has declared a fourth interim dividend of 2.152p, bringing the total dividend for the year to 8.452p. This represents an increase of approximately 1% on the previous year's 8.368p. On the closing share price of 224p, the dividend represents a yield of approximately 3.8%.
In determining the dividend, the Board considered both the income generated by the portfolio during the year and the flexibility afforded by the Company's structure as an investment trust, with a portion of the distribution funded from capital. The Board remains focused on delivering a level of income that is appropriate for
the sector and aligned with the Company's objective, while ensuring that this approach is sustainable over the long term.
Discount Control Mechanism (DCM) and buybacks
One of the defining features of the Company is its discount control mechanism. During the year the Company bought back 7.8 million shares at a total cost of
£18.7 million, at an average discount of 1.2% and issued
0.6 million shares for net proceeds of £1.5 million, at an average premium of 0.9%. This ensured that shareholders were able to access liquidity at close to net asset value, even in a period of weaker performance.
The Board considers the DCM to be an important feature of the Company. It provides shareholders with confidence that their ability to realise their investment is not dependent on prevailing market sentiment. In the current environment, where discounts elsewhere in the sector have widened, that structural advantage has become more valuable.
Gearing
The Company's three-year multi-currency revolving credit facility of £20 million (with a £5 million accordion option) expires in September 2026. The Board intends to seek renewal of a facility in the coming months on broadly equivalent terms, maintaining the same level of available gearing capacity.
Shareholder engagement
I would like to thank shareholders for their continued support during a challenging year. The Board, the Manager and I have engaged with many of you over the period, through individual and group meetings as well as our investor seminar. We are fortunate to have a loyal, engaged and long-term shareholder base.
The quality of that dialogue, and the perspective with which shareholders have approached a difficult year, is something we do not take for granted.
Outlook
While the Company is managed with a long-term horizon, the Board believes it is worth highlighting a number
of themes that are likely to shape outcomes over the coming years.
The most striking feature of markets today is the degree to which returns have become concentrated in a small number of sectors and companies. Such periods can persist, sometimes for longer than seems reasonable, but history suggests they do not endure indefinitely.
At the heart of this concentration sits the AI investment cycle, where capital expenditure on infrastructure is now running at unprecedented levels. In the Board's view the extent to which that spending translates into durable profits remains an open question - and one
whose answer will be an important determinant of future market leadership.
Chair's statement continued
A consequence of these dynamics is that valuation dispersion across markets is unusually wide. The gap between highly valued, capital-intensive businesses and more established, cash-generative companies is greater than it has been for some time. This creates both risk and opportunity, and it reinforces the importance of valuation discipline. It also reminds us why the qualities the Manager seeks - durable competitive advantages of the kind conferred by strong brands, network effects and high switching costs - tend to matter most when capital becomes harder to come by. Companies with these characteristics have historically demonstrated resilience across cycles, and the Board expects them to become more appreciated by investors.
Underlying all of this is a more general point about capital discipline. Periods of abundant capital are also periods in which capital is most easily misallocated, and the Board accordingly places significant weight on the ability of both portfolio companies and the Manager to allocate capital effectively, with a clear focus on long-term returns.
This has been a difficult year in terms of performance, and we do not take that lightly. The Board, however, remains confident in the Company's strategy. Additionally, we have taken clear steps to improve cost efficiency
and continue to focus on delivering long-term value for shareholders. Finally, I would like to thank shareholders - for your patience, your questions, and your continued support. The Manager and I are always available to discuss any aspect of the Company.
Sarah Harvey
18 May 2026
Overview
Managers' review
We retain high conviction in the quality and compounding capacity of our underlying businesses. The portfolio trades on a 5.9% free cash flow yield, attractive in absolute terms and relative to the broader market.
This 12-month period began with global equity markets falling in response to the shock of tariff announcements by President Trump and finished amidst the uncertainty of the Iran war. Despite these events, equity returns were decent, led by energy, utilities and materials, as well as companies benefitting from the artificial intelligence
Financial review(AI) capital expenditure boom. These are not sectors we favour owing to their cyclicality and capital intensity,
as well as concerns relating to the sustainability of current AI spending in the absence of a clear path to acceptable returns on the vast sums invested.
Investor informationConversely, many of the high quality and resilient sectors we favour have suffered over this period owing to fears relating to disruption from AI, pressure on the consumer from rising interest rates and energy costs, and some idiosyncratic issues. Software companies such as ADP, Paychex and Amadeus declined, as did consumer staples companies such as Diageo and Unilever. This polarisation of performance resulted in the Trust's share price falling by 2.5% compared to the peer group return of +13.5%.
This is clearly a disappointing result, and we apologise to shareholders for the poor return.
We think there are reasons to question the wisdom and longevity of this divergence. The sectors currently performing are benefitting from current events, but we
question the long-term value these businesses generate in terms of returns on capital. As an example in the energy sector, it is sobering to note that BP is trading
at the same price level as it did in 1999 - excluding dividends, this business has not compounded capital at all in 27 years. We see the current weakness in our holdings as temporary and believe their underlying quality will in time reassert itself. Their competitive advantages will prove more resilient than currently thought, and the intensity of the AI threat may weaken should current spending moderate.
The essence of a quality-focused investment strategy is to buy companies that can keep competitors at bay through structural advantages that make them hard to compete against. This enables them to maintain better economics than is normally the case in a competitive economy. Examples include network effects (when
Governancea product or service becomes more useful as more people use it, for example, Amadeus), switching costs (ADP, Paychex), cost advantages (Rentokil, which can outcompete smaller competitors through the density of their network), intangible assets such as brands (Diageo, Reckitt Benckiser, Unilever) or patents (Novartis, Novo Nordisk), and scale efficiencies (Sysco). These advantages are difficult to achieve and similarly difficult to disrupt.
Software is perhaps the best current example of a misunderstood sector. It is characterised by high margins, attractive returns on capital, and often executes a vital function for a relatively low outlay relative to a company's overall cost base. The sector has recently come under intense pressure owing to the perceived threat of AI disruption. While acknowledging that AI is
a transformational technology, we believe the threat is currently being overly discounted by investors.
Paychex and ADP, two of the companies we own, handle critical workflows relating to payroll, tax, benefits and insurance. The software responsible must be exactly correct every time, and meet regulatory compliance within each jurisdiction. This results over time in a vast pool of proprietary data which can shape an in-house AI capability. These companies are not just selling software but regulatory compliance, trust and certainty - attributes not lightly given up.
Managers' review continued
Amadeus, the world's leading travel technology company, benefits similarly. Its Global Distribution System enjoys powerful network effects between thousands of travel agents and airlines. Its Passenger Service System is the operational core of a full-service airline, handling everything from reservations to frequent flyer programmes. To replace this software is akin to transplanting a nervous system whilst continuing to fly
millions of passengers - not something undertaken lightly.
Beyond individual business models, there is the overarching issue of potential over-investment in AI infrastructure (semi-conductors, data centres, networking and connectors and power sources). The largest technology companies are expected to spend approximately $650bn in 2026 on build-out. Yet, excluding the hyperscalers, the software companies underpinning this hardware spend (e.g. OpenAI, Anthropic, DeepSeek) are generating a fraction of the revenues needed to sustain it. The capex-to-sales ratio for this industry, even using optimistic estimates, implies companies making large losses. This is simply unsustainable. Either revenues and profits must become apparent soon, or expenditure will be curtailed. The implications of such a potential misallocation of capital cannot be overstated. Should
AI spending fall, it will likely hurt the companies that have hitherto benefitted and may well allow software companies to recover.
While our underperformance is disappointing, it leaves the portfolio representing excellent value. The portfolio generates a free cash flow yield of 5.9%, a material premium to the MSCI World Index at 4.0%, despite a significantly higher return on equity (30.3% vs 15.8%).
It is impossible to know when the contrasting fortunes of our holdings and the wider market may change, but this combination of quality and value should be recognised in time.
Portfolio
The top performers over the year were British American Tobacco, Rentokil, Novartis, CME Group and Admiral Group.
British American Tobacco appreciated by 46%, as investors continued to reward its transformation from a tobacco company into a nicotine consumer products
business. The valuation remains attractive, combined with
consistent free cash flow growth and a healthy dividend.
Rentokil also performed well; its US integration challenges following the Terminix acquisition are now improving, with operations returning to growth and retention metrics strengthening.
Novartis delivered a return of 26% as investors began to appreciate the consistency of its free cash flow growth and, trading on a 6% free cash flow yield, the shares remain good value.
CME Group benefitted from increased market volatility and the structural growth in the use of futures and options.
Admiral Group demonstrated excellent pricing discipline during the recent insurance cycle, taking market share from less nimble competitors. It is a high-quality company with a respected management team and a strong
record of execution. This mix of quality, consistency, and balanced income and capital returns make Admiral an attractive investment for the Trust.
The largest negative contributors were Paychex, Amadeus IT Group, ADP, Relx and Novo Nordisk.
Except for Novo Nordisk, the falls were driven by investor fears about AI disruption rather than any real deterioration in these businesses.
Paychex and ADP fell on concerns that AI could disrupt both their business models and labour markets.
We believe investors underestimate the strength of their competitive advantages. Both companies have also proved resilient through past recessions, enabling them to compound capital and income reliably over time.
In our view, both stocks offer good value.
Amadeus, as stated above, is deeply integrated into the global travel industry's operations and would be difficult to displace, which in our view makes it relatively
resilient to AI-related disruption. The recent weakness in the shares likely reflects the pressures facing the airline industry because of the conflict in Iran rather than any change in the company's fundamentals. We view this
as temporary and continue to see long-term growth in global travel as an attractive driver for Amadeus.
Relx provides specialist data and analytics to professionals
in law, healthcare and financial services. We believe AI will strengthen rather than weaken its position in these demanding, accuracy-critical industries.
Overview
Novo Nordisk is different - its shares fell following genuine setbacks, including a disappointing drug trial and it lost US market share to Eli Lilly. However, at 78% below peak and trading on ten times earnings, we believe the selloff is vastly overdone for a company at the forefront of treating obesity and diabetes.
We established four new investments during the year.
GovernanceNike was purchased during the Liberation Day sell-off. The company has suffered from well-documented strategic missteps under prior management, but new CEO Elliott Hill is executing a credible turnaround -rebalancing channels, restoring bold marketing, and reconnecting with sport. The core brand remains intact. The shares are still down over 70% from peak.
Sysco, the dominant US food distributor, was initiated as consumer weakness in the restaurant sector drove the valuation to attractive levels. The recently announced acquisition of Restaurant Depot is strategically sound but adds leverage; we are evaluating.
Financial reviewIG Group is a business we have owned before, exiting previously over capital allocation concerns. New CEO Breon Corcoran has refocused the business effectively, and despite strong performance since October 2023, the shares remain compelling.
Novo Nordisk was our most recent addition. The shares trade at 10x forward earnings despite the company's strong position in GLP-1 weight loss drugs and global diabetes. The oral formulation of Wegovy launched
Investor informationin January 2026 at $149/month, and with a net cash balance sheet and an active buyback underway,
we see a high-quality franchise at a compelling valuation.
Outlook
Markets are navigating an unusually complex environment. The US and Israeli military engagement with Iran has disrupted shipping through the Strait of Hormuz, triggering an oil price spike that has materially shifted the inflation and interest rate outlook. Where markets had previously anticipated several rate cuts, expectations have now narrowed considerably. History is clear: sustained elevated oil prices ultimately compress demand and
act as a tax on growth. We believe the oil spike will prove relatively short-lived, either because of an end to hostilities or an economic slowdown, though significant damage can be inflicted in the interim.
We would caution against viewing current events in isolation. This crisis is unfolding against the backdrop of a profound structural shift in the global economy. The post-Cold War dividend of globalisation, cheap labour, low inflation and US-guaranteed security is unwinding. In its place, we see a world that is more fragmented, more inflationary, and requiring substantial investment in defence and supply chain resilience,
at a time when government balance sheets are already stretched. US Treasury yields rose during the Iran crisis rather than falling - a notable departure from historical behaviour - while the dollar's safe-haven premium has diminished. We interpret this as evidence that the US is losing its position as the favoured destination for global capital.
Alongside geopolitical turbulence, we believe the AI capital expenditure cycle is showing signs of strain.
The hyperscalers have seen free cash flow decline sharply as debt-financed infrastructure spending accelerates, while large language models are proliferating and, in our view, may become commoditised. Should AI-related capital expenditure slow, the reversal could weigh meaningfully on markets significantly supported by this theme. US equity valuations remain a further concern -the Shiller PE ratio stood at 37.2x at end of March 2026, while market capitalisation relative to GDP reached 2.18x, levels historically associated with disappointing long-term returns.
Recent portfolio performance has lagged the peer group, reflecting structural underweights to energy, near-term weakness in consumer staples, and AI-related tailwinds
to IT hardware companies and headwinds to some software holdings. We view these as transitory pressures rather than a permanent feature of markets. We retain high conviction in the quality and compounding capacity of our underlying businesses. The portfolio trades on a 5.9% free cash flow yield, attractive in absolute terms and relative to the broader market, and we believe it is well positioned to demonstrate resilience should the risks outlined above crystallise.
James Harries and Tomasz Boniek
18 May 2026
Portfolio summary
Portfolio distribution as at 31 March 2026
By region of listing (excluding cash)
31 March 2026 % | 31 March 2025 % | |
North America | 42.9 | 45.9 |
Europe | 52.3 | 48.7 |
Asia | 4.8 | 5.4 |
100.0 | 100.0 |
By sector (excluding cash)
31 March 2026 % | 31 March 2025 % | |
Consumer staples | 28.4 | 32.2 |
Industrials | 19.8 | 22.3 |
Information technology | 14.6 | 12.4 |
Financials | 13.1 | 8.8 |
Healthcare | 11.7 | 14.0 |
Consumer discretionary | 7.6 | 4.9 |
Communication services | 2.8 | 3.5 |
Real estate | 2.0 | 1.9 |
100.0 | 100.0 |
By asset class (including cash and borrowings)
31 March 2026 % | 31 March 2025 % | |
Equities | 104.4 | 104.6 |
Cash | 1.5 | 0.5 |
Borrowings | (5.9) | (5.1) |
100.0 | 100.0 |
Largest 10 holdings
31 March 2026 Market value £000 | 31 March 2026 % of total portfolio | 31 March 2025 Market value £000 | 31 March 2025 % of total portfolio | |
CME Group | 16,117 | 6.1 | 16,983 | 5.5 |
British American Tobacco | 14,596 | 5.5 | 17,325 | 5.6 |
Rentokil | 11,881 | 4.5 | 8,251 | 2.7 |
Canadian National Railway | 10,967 | 4.1 | 9,066 | 2.9 |
Amadeus IT | 10,561 | 4.0 | 12,609 | 4.1 |
Admiral Group | 10,312 | 3.9 | 10,008 | 3.2 |
Reckitt Benckiser | 10,156 | 3.8 | 14,407 | 4.7 |
Microsoft | 10,150 | 3.8 | 11,293 | 3.7 |
Paychex | 10,120 | 3.8 | 18,622 | 6.1 |
Texas Instruments | 9,798 | 3.7 | 9,194 | 3.0 |
Portfolio holdings
Overview
Governance Financial review Investor informationAs at 31 March 2026
Sector | Country of listing | Market value £000 | % of total portfolio | |
North America | 114,015 | 42.9 | ||
CME Group | Financials | United States | 16,117 | 6.1 |
Canadian National Railway | Industrials | Canada | 10,967 | 4.1 |
Microsoft | Information technology | United States | 10,150 | 3.8 |
Paychex | Industrials | United States | 10,120 | 3.8 |
Texas Instruments | Information technology | United States | 9,798 | 3.7 |
PepsiCo | Consumer staples | United States | 9,023 | 3.4 |
Sysco | Consumer staples | United States | 8,671 | 3.2 |
Accenture | Information technology | United States | 8,185 | 3.1 |
Nike | Consumer discretionary | United States | 7,911 | 3.0 |
ADP | Industrials | United States | 6,650 | 2.5 |
McDonald's | Consumer discretionary | United States | 6,564 | 2.5 |
Philip Morris | Consumer staples | United States | 5,683 | 2.1 |
Kenvue | Healthcare | United States | 4,176 | 1.6 |
Europe | 138,869 | 52.3 | ||
British American Tobacco | Consumer staples | United Kingdom | 14,596 | 5.5 |
Rentokil | Industrials | United Kingdom | 11,881 | 4.5 |
Amadeus IT | Information technology | Spain | 10,561 | 4.0 |
Admiral Group | Financials | United Kingdom | 10,312 | 3.9 |
Reckitt Benckiser | Consumer staples | United Kingdom | 10,156 | 3.8 |
Imperial Brands | Consumer staples | United Kingdom | 8,682 | 3.3 |
IG GROUP | Financials | United Kingdom | 8,342 | 3.1 |
Unilever | Consumer staples | United Kingdom | 8,014 | 3.0 |
Roche | Healthcare | Switzerland | 7,905 | 3.0 |
Novartis | Healthcare | Switzerland | 7,338 | 2.7 |
Novo Nordisk | Healthcare | Denmark | 7,240 | 2.7 |
Siemens | Industrials | Germany | 7,074 | 2.7 |
Diageo | Consumer staples | United Kingdom | 6,667 | 2.5 |
Relx | Industrials | United Kingdom | 5,813 | 2.2 |
Intercontinental Hotels Group | Consumer discretionary | United Kingdom | 5,603 | 2.1 |
Coloplast | Healthcare | Denmark | 4,417 | 1.7 |
Pernod-Ricard | Consumer staples | France | 4,268 | 1.6 |
Asia | 12,733 | 4.8 | ||
Nintendo | Communication services | Japan | 7,464 | 2.8 |
Link REIT | Real estate | Hong Kong | 5,269 | 2.0 |
Total portfolio | 265,617 | 100.0 |
Strategic report
Business model
The Company, as an investment trust, is a UK closed-end public limited company which invests in a diversified portfolio of assets meeting certain tax conditions.
The Company has no employees, and the Board outsources its entire operational infrastructure to third party organisations. The Board has appointed and oversees Troy Asset Management Limited ('Troy' or the 'Manager') as independent manager to manage the investment portfolio and Juniper Partners Limited ('Juniper Partners' or the 'Company Secretary') to provide AIFM, company secretarial and administrative services and to operate the discount control mechanism. The Board sets the Company's strategy, decides the appropriate financial policies to manage the assets and liabilities of the Company, ensures compliance with tax, legal and regulatory requirements and reports regularly to shareholders on the Company's performance. The directors do not envisage any change to this model in the foreseeable future.
For more information on investment trusts please visit https://www.theaic.co.uk.
Purpose and values
Purpose
The Company's objective is to achieve rising income and long-term capital growth which it seeks to deliver for shareholders through investment in a balanced portfolio constructed from global equities.
Values
Independence: to act independently in the interests of shareholders.
Sustainability: to ensure that the companies in which the Company invests are supportive of good environmental, social and governance practices and that the Manager encourages continuous improvement in these areas.
Transparency: to report transparently and accurately to shareholders on the condition, performance and prospects of the Company.
Culture
The Board considers that its culture of open debate combined with strong governance and the benefits of the diverse backgrounds of its Board members is central 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.
Environmental, social and governance (ESG)
The materiality of environmental and social factors has increased over recent years as individuals and regulators have sought to differentiate between companies acting in a responsible and sustainable way and those which are not. Companies with strong corporate governance and capable management teams will be better placed to navigate these changes and create long-term value for shareholders.
The availability of relevant non-financial information and data has improved, resulting in a commensurate increase in the Board and Manager's focus on ESG factors. As such, the Company's duty to investors necessitates that analysis of material ESG risks and opportunities is integrated into the investment process, which includes engagement with companies and voting at their AGMs. This is particularly relevant in relation to climate risk, which the Manager believes to be both material and systemic.
Both the Board and Manager support the principles of the 2026 UK Stewardship Code, issued by the Financial Reporting Council ('FRC'). These principles typify a high 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 https://www.taml.co.uk. Troy has also been a member of the
United Nations' Principles for Responsible Investment since September 2016 and received four out of five stars across all modules in its latest assessment, further demonstrating its commitment to upholding responsible investment practices.
Research process
Troy's investment approach is one of capital preservation, with attention always paid to the downside risk of any investment. Troy's responsible investment approach aims to ensure alignment with its investment objectives. Central to this is an assessment of ESG-related risks and opportunities during the research process.
Since materiality is dynamic, the Manager does not seek to limit the categories that ESG encompasses. Rather, the Manager's aim is to analyse the ESG factors that
are financially material1 to each company. Troy does not employ a prescriptive checklist nor does it seek to score holdings on ESG grounds. Instead, the ESG risks and opportunities relevant to each company are qualitatively assessed. Some of the ESG factors considered are outlined below, though this is not an exhaustive list.
1. An ESG factor is financially material if it is reasonably likely to affect a company's financial performance, position, or valuation.
Climate change | Natural capital | Product safety & responsibility | Human capital | Corporate 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. |
Overview
Governance Financial review Investor information and physical risk.
Climate change
Troy's long holding periods and the potential for a changing climate to impact physical assets and supply chains and cause wide-spread systemic disruptions, heightens the need for effective climate change mitigation today to minimise the physical risks at a future date. While the portfolio's exposure to high-impact sectors remains limited given the Manager's bias towards capital-light and non-cyclical businesses, the Manager assesses the transition strategies of all investee companies in order to limit exposure to unmanaged climate-related risks as we transition towards a lower carbon economy. Further information can be found in the Company's website: https://www.stsplc.co.uk/responsible-investing/.
Active ownership (engagement and voting)
Troy's definition of an engagement is a "constructive and active dialogue with a specific objective which seeks to deliver an improved outcome on a material issue".
Whilst Troy seeks to invest in companies whose business strength and corporate governance mean they generally do not require significant shareholder intervention, the Manager recognises that engagement is an important aspect of its fiduciary duty. Engagement is generally
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 shareholder value.
The impetus to engage may stem from a breach by the company of generally accepted business practice norms, Troy's proxy voting process or integrated ESG analysis.
Unilever is a useful example to explain Troy's approach to engagement. Troy have been longstanding shareholders in the company since 2004 and have consistently advocated for strong governance and responsible business practices at the company. Unilever is one of the largest contributors to Troy's financed emissions (proportion of a company's total GHG emissions that can be attributed to a financial
institution based on its share equity ownership). The majority of Unilever's carbon footprint is from scope 3 emissions in
its supply chain. Given the scale of these emissions and the growing transition and physical risks from climate change, Troy believe effective decarbonisation is central to Unilever's long-term operational and financial resilience.
Troy has been a participant in the Climate Action 100+ collaborative engagement with Unilever since 2021, reflecting the materiality of these issues to the investment in the company and the ongoing resilience of its supply chains.
Over successive phases, the engagement has focused on strengthening climate governance, improving disclosure, aligning capital allocation with climate strategy, and encouraging clearer scope 3 emissions reduction targets. Troy supported the company's 'Say on Climate' vote in 2024 and, in recognition of their ongoing involvement in the engagement, became a co-lead of the Climate Action 100+ engagement with other investors in 2025.
In 2025, Troy met with the Chair of Unilever's Audit Committee to discuss how climate-related risks and different potential warming scenarios are reflected in the company's financial reporting, planning and capital allocation. The next phase
of engagement will continue to focus on climate accounting and the integration of decarbonisation considerations
into financial planning and capital expenditure decisions.
This engagement remains ongoing.
The Manager considers (proxy) voting an important part of its stewardship activities and investment process and
aims to use its voting rights to both safeguard the interests of investors and encourage environmental and social sustainability (where these objectives are aligned). The Manager will seek to instruct votes, on behalf of investors, on all resolutions for which it has voting authority.
Strategy
Investment policy
The Company's policy is to invest primarily in global equities. The majority of the Company's portfolio is invested in large capitalisation companies (market capitalisations over £1 billion). The resulting diversified portfolio of international quoted companies is focused, typically containing between 30 and 50 high conviction stocks selected on the basis of detailed research analysis. The equity portfolio consists of listed shares and is diversified across a range of holdings.
Strategic report continued
The Manager has unconstrained discretion to select stocks except that:
no more than 10% of the Company's gross assets may be invested in listed investment companies (including UK listed investment trusts);
the Board must approve in advance all investments in investment schemes which are sponsored by
the Manager;
the sum of all holdings over 5% of the total portfolio must not exceed 40% of the portfolio;
no more than 15% of the total portfolio can be invested in collective investment schemes, of which no holding can exceed 10% of the value of the collective investment scheme; and
warrants cannot exceed 5% of the total portfolio.
The Company's exposure to listed equities is set within a range of 90% to 120% of shareholders' funds in normal circumstances.
The Company's active portfolio management strategy will inevitably involve separate periods where, at different times, the Company's portfolio outperforms and underperforms the market as a whole.
The performance of the Company is measured against the Lipper Global - Equity Global Income Index which delivered a total return for the year end 31 March 2026 of 13.5%.
As an investment trust, the Company is able to finance part of its operations through bank borrowings (gearing). The Board monitors such borrowings closely and takes a prudent approach. Gearing levels are discussed by the Board and Manager regularly and reviewed at every Board meeting. Gearing is limited to 20% of shareholders' funds.
Risk management
Risk management is largely focused on managing investment risk in accordance with the investment policy guidelines set by the Board. The Board has established risk parameters for the Manager within which the portfolio will be managed.
The Board reviews, at each board meeting, the relevant risk metrics and monitors investment risk on an ongoing basis.
The wider corporate risks relate mainly to the challenges of managing the Company in an increasingly regulated
and competitive market place. These risks are each actively managed through mitigation measures which the Board has put in place and which are discussed on pages 16 to 18 of this report.
Marketing
The marketing strategy seeks to:
increase demand for the Company's shares;
obtain ratings and buy recommendations; and
grow the profile of the Company across the investment
space.
This is achieved through active promotion by the Manager and the public relations firm employed by the Company. The Manager maintains the Company's website to provide relevant information relating to performance, outlook and significant developments as they occur. The Company regularly produces other engaging materials for shareholders and potential investors. The manager meets regularly with existing and potential shareholders, and hosts an annual investment trust seminar.
Financial
The main financial focus is on the management of shareholder capital, the use of gearing, and the management of the risks to assets and liabilities of the Company.
The Board's principal goal for the management of shareholder capital is to achieve rising income and long-term capital growth.
Dividend policy
The Company's dividend policy is to provide shareholders with a regular income paid quarterly in April, July, October and January.
Gearing and bank facilities
From time to time the Company finances its operations through bank borrowings. The Board monitors such borrowings closely and takes a prudent approach.
The Company has a three year multi-currency revolving credit facility of £20 million, with an additional £5 million accordion option, and expires on 19 September 2026. The Board is currently considering options to replace this facility when the current facility expires.
As at 31 March 2026 drawings of £1.5 million; €4.5 million; and US$12.75 million had been made under this facility.
Duty to promote the success of the Company
The Company is required to provide a statement which describes how the directors have had regard to the matters set out in section 172 of the Companies Act 2006 when performing their duty to promote the success of the Company, including:
the likely consequence of any decision in the long-term;
the need to foster the Company's business relationships with suppliers, customers, and others;
the impact of the Company's operations on the community and the environment;
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Company.
Overview
The Board is focused on promoting the long-term success of the Company and regularly reviews the Company's long-term strategic objectives, including consideration of the impact
of the Manager's actions on the marketability and reputation of the Company and the likely impact on the Company's stakeholders of the Company's principal strategies.
GovernanceThe 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 Chair, also meet regularly with major shareholders to understand their views and to help inform the Board's decision-making process. The
Financial reviewCompany 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.
Investor informationManager - The Managers' review on pages 7 to 9 details the key investment decisions taken during the year. The Board works closely with the Managers 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 12 to 14. The ESG strategy followed by the Manager is also detailed on pages 12 and 13.
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 - After falling from 0.96% to 0.80% in the prior year, the ongoing charges ratio has fallen further to 0.66%. This reflects the reduced management fee that the Board negotiated with Troy. From 1 April 2026 the management fee will be charged at a rate of 0.40% of net assets per annum (previously 0.55% of net assets up to £250 million and 0.50% of net assets above
£250 million).
Dividends - In line with the Board's ambition to target a growing income over time, the Company has continued to pay quarterly dividends, which have increased by 48% since the dividend was rebased in 2021. The dividend represents a yield of 3.8% on the closing share price as at 31 March 2026. The Board aims to provide shareholders with a combination of a competitive dividend yield coupled with consistent growth of income in the future.
Discount control mechanism - The Board continued the formal discount control mechanism ('DCM') to monitor the discount/premium levels at which the Company's shares are traded. The DCM operates under a policy whereby shares can only be issued at a premium and bought at a discount to net asset value. The Board believes the continued operation of the DCM is very important for shareholders as it provides liquidity and reduced discount volatility. Details of shares bought back and issued in the period under review can be found in note 13 on page 58. The shares bought back and issued in the year contributed £234,000 to net asset value.
Strategic report continued
Cancellation of share premium account - The Board has agreed to propose the cancellation of the Company's share premium account at this year's AGM. The Company has a substantial share premium account which is non-distributable. The Board believes that converting the share premium account to a distributable reserve
will provide a significant pool of reserves which can be used in future, if required, to fund share buybacks or other returns of capital in accordance with the applicable law. The cancellation will therefore facilitate the effective operation of the discount control mechanism and provide the Company with more flexibility in how the reserves are established for future events.
Principal developments and future prospects
The principal business developments over the course of the year and an update on the future prospects for the Company are set out in the Chair's statement on pages 4 to 6 and the Managers' review on pages 7 to 9. The future
performance of the Company depends upon the success of the Company's investment strategy in the light of economic factors and equity markets developments.
Principal risks and uncertainties
Risk and mitigation
The Company's business model is longstanding and resilient to most of the short-term uncertainties that it
faces, which the Board believes are effectively mitigated by its internal controls and the oversight of the Manager, as described in the table below. The principal and emerging risks and uncertainties are therefore largely longer term and driven by the inherent uncertainties of investing in global equity markets.
The Board believes that it is able to respond to these longer-term risks and uncertainties with effective mitigation so that both the potential impact and the likelihood
of these seriously affecting shareholders' interests are materially reduced.
Operational and management risks along with a review of potential emerging risks, are regularly monitored at Board meetings and the Board's planned mitigation measures for the principal and emerging risks are described in the table below. As part of its annual strategy meeting, the Board carries out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity.
The Board maintains a risk register and also carries out a detailed risk analysis as part of its annual strategy meeting. The Board has identified the following principal and emerging risks to the Company:
Principal risks Mitigation and management
Investment strategy and objectives - Pursuing an investment strategy to fulfil the Company's objective which the market perceives to be unattractive or inappropriate may lead to reduced returns for shareholders and, as a result, the Company may become unattractive to investors, leading to decreased demand for its shares and a widening discount. | The Board formally reviews the Company's objective and strategy on an annual basis, or more regularly if appropriate. The Board also receives updates at each Board meeting from the Manager with regards to the portfolio and its performance; receives broker updates on the market; and is updated on the make-up and movements in the shareholder register. In addition, the Company operates a discount control mechanism; the marketing and distribution activity is actively reviewed; and the Board and Manager proactively engage with shareholders on an ongoing basis. |
Investment management - If the longer-term performance of the investment portfolio does not deliver income and capital returns in line with the investment objective and/or consistently underperforms market expectations, the Company may become unattractive to investors. | The Board manages the risk of investment underperformance by relying on the Manager's stock selection skills within a framework of diversification and other investment restrictions and guidelines. The Board monitors the implementation and results of the investment process with the Manager (who attends all Board meetings) and reviews data that shows statistical measures of the Company's risk profile. Should investment underperformance be sustained despite the mitigation measures taken by the Manager, the Board would assess the cause and be able to take appropriate action to manage this risk. |
Overview
Governance Financial review Investor informationPrincipal risks Mitigation and management
Macro-economic and market risk -The Company's portfolio is invested in listed equities and is therefore exposed to events or developments which can affect the general level of share prices, 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. | The Board receives regular updates on the Company's portfolio and the investment environment in which the Manager is operating. An explanation of the different components of market risk and how they are individually managed is contained in note 18 to the financial statements on pages 60 to 63. |
Gearing and leverage risk - The Company may borrow money for investment purposes. While this has the potential to enhance investment returns in rising markets, in falling markets the impact could be detrimental to performance. If borrowing facilities are not renewed, the Company may have to sell investments to repay borrowings. | The Company's gearing is maintained at a conservative and manageable level. All borrowing facilities require prior approval of the Board and actual borrowing levels are discussed by the Board and Manager at every meeting. Details of the Company's current borrowings and unused facilities can be found in note 12 to the financial statements on page 58. The Company's investments are in quoted securities that are readily realisable and the Board regularly reviews the liquidity level of the portfolio in order to assess how quickly, if necessary, the borrowings could be repaid. The Board, through the 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 which the Company's shares trade relative to its net asset value can fluctuate. The risk of a widening discount is that it may undermine investor confidence in the Company. | The Company operates a discount control mechanism which aims to ensure, in normal market conditions, the Company's shares trade, on a consistent basis, at or very close to net asset value. The Board reviews the operation of the discount control mechanism at each Board meeting and maintains a regular dialogue with Juniper Partners (which implements the policy on behalf of the Board) in respect of any issues or buybacks under the policy. |
Operational risk - The Company is dependent on third parties for the provision of all services and systems. Any fraud, control failures, cyber threats, business continuity issues at, or poor service from, these third parties could result in financial loss or reputational damage to the Company. | The Board carries out an annual evaluation of its service providers and gives regular feedback to the Manager and Company Secretary through the Management Engagement Committee. The Board receives and reviews control reports from all service providers where appropriate. Periodically, the Board requests representatives from third party service providers to attend Board meetings to give the Board the opportunity to discuss the controls that are in place directly with the third-party providers. |
Accounting, legal and regulatory -In order to continue to qualify as an investment trust, the Company must comply with the requirements of section 1158 of the Corporation Tax Act 2010. Breaches of the UK Listing Rules, the Companies Act or other regulations with which the Company is required to comply, could lead to a number of detrimental outcomes. | The Board considers that, given the regular oversight of this risk carried out by the Company Secretary and reviewed by the Board, the likelihood of this risk occurring is minimal. The Audit and Risk Committee regularly reviews the eligibility conditions and the Company's compliance against each, including the minimum dividend requirements and shareholder composition for close company status. The Board receives reports from the Manager and Juniper Partners in its capacity as AIFM and Company Secretary to enable it to ensure compliance with all applicable rules. |
Environmental, social and governance ('ESG') risk - There is increasing awareness of the challenges and emerging risks posed by climate change and the importance and impact of other ESG issues. | The investment process is focused on ESG issues and, as set out on pages 12 and 13, this includes an assessment of the potential impact of climate change. Overall the specific potential effects of climate change are difficult, if not impossible to predict and the Board and Manager continue to monitor material physical and transition risks and opportunities as part of the investment process. |
Strategic report continued
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 the Middle East have affected global trade and contributed to volatility in asset prices. 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:
Performance comparison
The NAV total return (including dividends reinvested) to 31 March 2026 was (4.6)% against the Lipper Global-Equity Global Income Index total return of 13.5%, resulting in an
underperformance of 18.1% (2025: outperformance of 6.4%).
Growth in net assets per share
The growth in net assets per share is measured by the growth in the NAV per share during the financial year. The Company's NAV per share decreased to 223.18p at 31 March 2026, from 243.10p as at 31 March 2025,
a decrease of 8.2% (2025: increase of 8.7%).
The Chair's statement, on pages 4 to 6, and the Managers' review, on pages 7 to 9, provide more information on performance.
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 2026 were 0.66% (2025: 0.80%) and therefore the KPI was achieved.
Discount
The Company operates a 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 2026, the share price was at a premium of 0.37% (31 March 2025 - discount of 1.69%). The
average discount for the year was 0.9% (2025: 1.4%).
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.
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 2026 was 8.452p, an increase of 1.0% on the annual dividend for the year ended 31 March 2025 of 8.368p.
Summary of KPIs | Target | Actual Achieved |
1. Performance comparison | Total return* to exceed the Lipper Global -Equity Global Income Index | (18.1)% ✘ |
2. Growth in net assets per share | Growth in cum income NAV per share* | (8.2)% ✘ |
3. Ongoing charges | Below 1.0% | 0.66% ✔ |
4. Average premium/(discount) | At or very close to NAV | (0.9)% ✔ |
5. Rising income | Dividend per share growth | 1.0% ✔ |
* Further information and definitions can be found in the Alternative Performance Measures and the Glossary of Terms on pages 66 to 68.
Approved by the Board
Sarah Harvey
18 May 2026
Overview
Governance Financial review Investor informationBoard of directors
Sarah has extensive experience in corporate strategy, product and technology, marketing and operations. She is currently the Deputy CEO of the NEC Group, owned by Blackstone Inc, and is an advisor to Ada Ventures LLP.
Sarah previously worked in general management roles for a variety of fast growing, international scale up businesses including Prodigy Finance Ltd, Square Inc and Tough
Mudder Inc. Her career began with Bain & Company before working in strategy on a range of international projects
for businesses and not for-profit organisations. She was appointed to the Board of STS Global Income & Growth Trust in 2018 and became Chair in 2025.
Sarah Harvey
Chair
Bridget is currently Chair of Artemis UK Future Leaders plc, and previously held the position of Chair of Schroder Income Growth Fund plc, Chair of Troy Income & Growth Trust plc, and spent eight years on the Board of Charles Stanley & Co Limited. Bridget has held senior positions as marketing director at Ivory & Sime plc and Schroders
and was managing director of Matrix Money Management Limited. She is also Chair of York Racecourse and is a non executive director of Beverley Racecourse and also sits on the board of the Retraining of Racehorses charity. She was appointed to the Board of STS Global Income & Growth Trust in March 2024.
Bridget Guerin
Independent Non-Executive Director - Chair of the Sales and Marketing Committee
Gillian has extensive asset management and investment research experience. She is the founder of Denny Ellison, an independent investment research and training company, and was its Managing Director for ten years. Prior to this, she worked as an equity research analyst for several years at Putnam Investments and Insight Investment. Gillian is a non-executive director of International Biotechnology Trust plc, Octopus Apollo VCT plc and Melrose Industries plc.
She holds an MBA from the Harvard Business School and MEng and BSc degrees from the Massachusetts Institute of Technology. She was appointed to the Board of STS Global Income & Growth Trust in September 2023.
Gillian Elcock
Independent Non-Executive Director - Chair of the Management Engagement Committee
Board of directors continued
Alexandra is an experienced non-executive director and board adviser across listed, private and public
organisations. She is a non-executive committee member at the Bank of England, and a non-executive director of W1M Wealth Management Ltd, Schroder Real Estate Investment Trust Ltd and CT Healthcare Trust PLC. She
is also Senior Independent Director at Facilities by ADF plc. Previous board roles include Knight Frank LLP, FTSE 250 Dowlais Group plc, and the All England Lawn Tennis Club (Championships) Ltd. Alexandra's executive career spans technology investment banking, global capital markets, and investment management, most latterly as Managing Director of Global Markets at Barclays plc.
Alexandra is a Fellow of Chapter Zero, a member of the Finance Committee at University of Cambridge, and a member of the Cambridge University Property Board. She holds an MA Hons Economics 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 Innes
Senior Independent Director and Chair of the Nomination and Remuneration Committee
Brigid has significant financial, audit and risk management governance experience, combined with strategy and change management expertise. She is a non-executive director and Audit Chair of Strategic Equity Capital
plc, a non-executive director of Northern Venture Trust PLC, a member of the Finance Committee of Newnham College, Cambridge, a Trustee of Muscular Dystrophy UK and a director of the Royal Voluntary Service. She is a qualified chartered accountant, with an executive career in professional services and investment banking, and as a
strategic change management consultant. Brigid has been a non-executive director for a variety of organisations in the public, private and third sectors over the past 20 years and has extensive Audit Committee Chair experience.
She holds an MA in Economics from the University of Cambridge and an MBA from London Business School. Brigid was appointed to the Board of STS Global Income & Growth Trust in March 2024.
Brigid Sutcliffe
Independent Non-Executive Director - Chair of the Audit & Risk Committee
Overview
Governance
Report of the directors
The directors present their report and the audited financial statements of the Company for the year ended 31 March 2026
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
Financial reviewThe net revenue return for the year after expenses, interest and taxation was £7,619,000 (2025: £8,660,000), equivalent to a return of 6.49p per share (2025: 6.74p). Interim dividends totalling 4.20p have been paid during the year with a third interim dividend of 2.10p paid on 30 April 2026. The directors recommend a fourth interim dividend of 2.152p per share to be paid on 3 July 2026 to holders on the register at the close of business on 5 June 2026, making a total for the year of 8.452p (2025: 8.368p).
Share capital
Investor informationAs at 31 March 2026, the Company had 114,010,415 ordinary shares of one pence each in issue (2025: 121,161,415) and 61,177,770 ordinary shares held in treasury (2025: 54,026,770).
The Company repurchased 7,776,000 shares into treasury at a cost of £18.7 million during the year. 625,000 shares held in treasury were reissued during the year for net proceeds of £1.5 million.
A special resolution to renew the authorities to issue and repurchase shares will be put to shareholders for approval at the AGM.
Cancellation of the share premium account
The Company has built up a substantial share premium account primarily owing to the combination with Troy Income & Growth Trust plc in March 2024. This account is non-distributable. The Company may cancel the share
premium account and convert the amount so cancelled into a distributable reserve following approval by shareholders and confirmation of the Scottish Court of Session
(the "Court"). The Board believes that converting the share
premium account to a distributable reserve will provide a
significant pool of reserves which can be used in future,
if required, to fund share buybacks or other returns of capital in accordance with the applicable law. The cancellation will therefore facilitate the effective operation of the discount control mechanism and provide the Company with more flexibility in how the reserves are established for future events. The Board is seeking approval from shareholders at the forthcoming AGM to cancel the amount standing to the credit of the current share premium account, following which it will make an application to the Court to obtain its approval to the cancellation and the creation of an equivalent distributable reserve.
Directors
The Board currently consists of five non-executive directors.
The names and biographies of the current directors are set out on pages 19 and 20, 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.
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 28 to 34 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 £74,877.
The AIFM has formally delegated the portfolio management to Troy as detailed below.
Report of the directors continued
Investment management delegation agreement
As Manager, for the year ended 31 March 2026 Troy received 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.
From 1 April 2026, Troy have agreed to a reduced annual management fee of 0.40% of the net assets of the Company.
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.
Continued appointment of the Manager
The Board, through the work of the Management Engagement Committee, conducts an annual performance appraisal of the Manager against a number of criteria, including operational performance, investment performance, investment management fees and other contractual considerations.
Following the review by the Management Engagement Committee outlined on page 33, the Board considers the continuing appointment of the Manager to be in the best interests of the shareholders at this time.
As at 31 March 2026 James Harries and Tomasz Boniek had an interest in 315,733 and 32,105 shares of the Company respectively.
Company secretarial, accounting and administration
Juniper Partners provides company secretarial, accounting and administration services to the Company. Juniper Partners also operates the Company's discount control mechanism.
Depositary and custodian
JP Morgan Europe Limited is the Company's depositary and the custodian is JP Morgan Chase Bank N.A. The depositary's responsibilities include cash monitoring, safe keeping of the Company's financial instruments and monitoring the Company's compliance with investment limits and leverage requirements. The depositary has delegated the safe keeping function to the custodian.
Shareholder analysis
% of issued share capital at 31 March 2026 | % of issued share capital at 31 March 2025 | |
Wealth managers | 44.3 | 46.1 |
D2C Platform | 37.5 | 35.5 |
Institution | 4.1 | 4.9 |
IFA Platform | 1.7 | 1.9 |
Other | 12.4 | 11.6 |
100.0 | 100.0 |
Source: RDIR
Substantial interests
At 31 March 2026, the Company is aware of the following holdings representing (directly or indirectly) 3% or more of the voting rights attaching to the issued share capital of the Company:
As at 31 March 2026 | No. of shares | % issued share capital |
Interactive Investor | 18,998,215 | 16.65 |
Hargreaves Lansdowne | 10,615,736 | 9.30 |
Rathbone Investment Management | 9,734,159 | 8.53 |
AJ Bell | 7,203,953 | 6.31 |
WM Thomson | 5,278,365 | 4.63 |
Evelyn Partners | 4,586,541 | 4.02 |
Charles Stanley | 4,096,953 | 3.59 |
Halifax Share Dealing | 3,638,259 | 3.19 |
There have been no other changes notified in respect of the above holdings, and no new holdings notified, since the year-end.
As at 15 May 2026, the last practicable date prior to the printing of this report, the Company has 112,300,415 ordinary shares in issue (excluding treasury shares).
Shareholder and voting rights
Each ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every share held. The ordinary shares carry a right to receive dividends which are declared from time to time by the Company. On a winding-up, after meeting the liabilities of the Company, any surplus assets would be paid to ordinary shareholders in proportion to their shareholdings.
OverviewThere are no restrictions on the transfer of ordinary shares in the Company other than certain restrictions which may from time to time be imposed by law (for example, insider trading law) and there are no special rights attached to any of the ordinary shares. The Company is not aware of any agreements between shareholders which may result in restrictions on the transfer of ordinary shares or the voting rights attached to them.
Corporate governance statement
Governance
The Company's corporate governance statement is set out on pages 28 to 34 and forms part of this report of the directors.
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;
Financial reviewensure 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.
Investor informationThe 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 https://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 Chair's statement, Manager's review, Strategic report and the Report of the directors.
The financial position of the Company as at 31 March 2026 is shown on the statement of financial position on page 49. The statement of cash flow of the Company is set out on page 51. Note 18 on pages 60 to 63 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 2026 £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 2024 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 16 to 18.
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 12 months from the date the financial statements are authorised for issue.
Report of the directors continued
Viability statement
The Company's business model is designed to achieve rising income and long-term capital growth through investment in a balanced portfolio constructed from global equities unconstrained by geography, sector, stock or market capitalisation. The business model is based
on having no fixed or limited life provided global equity markets continue to operate normally. The Board has assessed its viability over a five year period as it believes this is an appropriate period over which it does not expect there to be any significant change to the principal risks and adequacy of the mitigating controls in place. The Board considers that this reflects the minimum period which should be considered in the context of its long-term objective but one which is limited by the inherent and increasing uncertainties involved in assessment over a longer period.
In making this assessment the directors took comfort from the results of a series of stress tests that considered the impact of severe market downturn scenarios on the
Company's financial position. The directors also considered
the following risks to its ongoing viability:
the principal and emerging risks and uncertainties and the mitigating actions set out on pages 16 to 18;
the mitigation measures which key service providers including the Manager have in place to maintain operational resilience;
the challenges posed by climate change;
the ongoing relevance of the Company's investment objective in the current environment;
the level of income forecast to be generated by the Company and the liquidity of the Company's portfolio;
the level of fixed costs and debt relative to its liquid
assets; and
the expectation is that the current portfolio could be liquidated to the extent of 99% within three trading days.
Based on this assessment, the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.
Post balance sheet events
Since 31 March 2026, there are no commitments/ contingent liabilities and post balance sheet events which would require the adjustment of or disclosure in the financial statements.
Performance, outlook and trends likely to affect future performance
Please refer to the Chair's statement on pages 4 to 6 and the Managers' review on pages 7 to 9 for an update on the performance of the Company over the year and outlook for 2026, together with information on the trends likely to affect the future performance of the Company.
AGM
The AGM of the Company will be held at 11.30am on 8 July 2026, at the offices of Juniper Partners Limited, 28 Walker Street, Edinburgh, EH3 7HR.
Shareholders are encouraged to vote by proxy. If shares are not held directly, for example either through a platform or a wealth manager, investors are encouraged to arrange for their nominee to vote on their behalf. Questions to the AGM may be written on the form of proxy in the space provided, and a written response will be posted on the Company's website following the meeting. The Notice of AGM is included on pages 70 to 73. Resolutions relating to the following items of business will be proposed:
Remuneration report - ordinary resolution
In accordance with the provisions of the Companies Act 2006 the directors' remuneration report will be put to an annual shareholder vote by ordinary resolution. The vote is advisory in nature and is in respect of the overall remuneration package which is in place for directors
of the Company, and not specific to individual levels
of remuneration.
Remuneration policy - ordinary resolution
The Company seeks approval of the directors' remuneration policy every three years. The policy was last approved at the annual general meeting held in 2023 and is therefore due for approval again at the upcoming AGM. Resolution 3, which is an ordinary resolution, seeks
approval of the policy which is set out in detail on page 35.
Dividend policy - ordinary resolution
As a result of the timing of the payment of the Company's quarterly dividends in January, April, July and October, the Company's shareholders are unable to approve a final dividend each year. As an alternative the Board intend to put the Company's dividend policy to shareholders for approval on an annual basis.
OverviewResolution 4, which is an ordinary resolution, relates to the approval of the Company's dividend policy which is as follows:
Dividends on the ordinary shares are payable quarterly in January, April, July and October. The payment of dividends in accordance with this dividend policy is subject always
to market conditions and the Company's financial position
and outlook.
Re-election of directors - ordinary resolutions
Governance
Biographical detail of the directors can be found on
pages 19 and 20. 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.
Financial reviewAllotment of shares - ordinary resolution
Section 551 of the Companies Act 2006 provides that the directors may not allot new shares without shareholder approval. Resolution 12 seeks to renew the directors' authority to allot shares up to a maximum aggregate nominal amount of £374,335 (being an amount equal
Investor informationto one third of the issued share capital of the Company (excluding treasury shares) as at 15 May 2026, 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 15 May 2026, being the last practicable date prior to the publication of this document, the Company held 62,887,770 ordinary shares in treasury, representing
approximately 56.0% of the Company's issued share capital (excluding treasury shares).
The authority will expire on 30 September 2027 or, if earlier, at the AGM of the Company to be held in 2027, unless previously cancelled or varied by the Company in general meeting.
Cancellation of Share Premium Account -special resolution
As noted on page 21 the Company has built up a substantial share premium account primarily owing to the combination with Troy Income & Growth Trust plc in March 2024. Resolution 13 seeks approval from shareholders
to cancel the amount standing to the credit of the Company's share premium account, following which an application will be made to the Court to obtain its approval to the cancellation and the creation of an equivalent distributable reserve.
Disapplication of statutory pre-emption rights -special resolution
Resolution 14 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 15 May 2026, 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 15 May 2026, being the last practicable date prior to the publication of this document, the Company held 62,887,770 ordinary
shares in treasury, representing approximately 56.0% 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 15.
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 14 specifies the maximum number of shares that may be acquired being 14.99%
of the issued share capital (excluding treasury shares) as at 15 May 2026, 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 2027.
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.
Report of the directors continued
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.
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 2026, the Company bought
back 7,776,000 ordinary shares to be held in treasury. As at 31 March 2026, the Company held 61,177,770 shares in treasury representing 34.9% of the issued share capital of the Company. As at 15 May 2026 being the last practicable date before publication of the accounts, the Company holds 62,887,770 shares in treasury representing 56.0%
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 16 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 https://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.
OverviewUnder 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, https://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.
Governance
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:
Financial reviewthe 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;
Investor informationthe 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 18 May 2026 and is signed on its behalf by:
Sarah Harvey
Chair
18 May 2026
Corporate governance statement
Corporate governance
Corporate governance is the process by which the Board seeks to look after shareholders' interests and protect and enhance shareholder value. Shareholders hold the directors responsible for the stewardship of the Company, delegating authority and responsibility to the directors to manage the Company on their behalf and holding them accountable for its performance.
The Board is ultimately responsible for framing and executing the Company's strategy and for closely monitoring risks. It aims to run the Company in a manner which is responsible and consistent with our belief in honesty, transparency and accountability. In our view, good governance means managing our business well and engaging effectively with investors. The Board consider the practice of good governance to be an integral part
of the way it manages the Company and is committed to maintaining high standards of financial reporting, transparency and business integrity.
This report, which is part of the Report of the directors, explains how the Board addresses its responsibility, authority and accountability.
Compliance with the AIC Code
The Board of the Company has considered the Principles and Provisions of the AIC Code of Corporate Governance issued in August 2024 ('AIC Code'). The AIC Code addresses the principles and provisions set out in the 2024 UK Corporate Governance Code (the 'UK Code'),
as well as setting out additional provisions on issues that are of specific relevance to investment companies. The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council provides more relevant information to Shareholders than if it had adopted the UK Code. The AIC Code is available on the AIC website (https://www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out
in the UK Code to make them relevant for investment companies.
During the year the Company has complied with the provisions of the AIC Code and the relevant provisions of the UK Corporate Governance Code.
Role of the Board
Investment companies have a board of directors whose duty it is to govern the Company to secure the best possible return for shareholders within the framework set out in the Company's articles of association - in other words, to look after the interests of shareholders. The Board met five times during the year on a formal basis and on an ad-hoc basis when required, to consider the Company's strategy and monitor the Company's performance (see table on the next page). The directors are directly answerable to shareholders.
An investment trust Board provides a very specific and proactive form of direct oversight of the investment of the shareholders' funds.
The Board takes this responsibility extremely seriously and serves shareholders by ensuring that the interests of the Manager are aligned as closely as possible with those of shareholders.
The Board, chaired by Sarah Harvey, currently consists of five non-executive directors, all of whom are considered under the AIC Code to be independent of the Manager and free of any relationship which could materially interfere with the exercise of their independent judgement on issues of strategy, performance, resources and standards
of conduct. Biographies for all of the directors are on pages 19 and 20, which demonstrate a breadth of
investment knowledge, business and financial skills which enable them to provide effective strategic leadership and proper governance of the Company.
The number of routine Board and committee meetings attended by each director during the year compared to the total number of meetings that each director was
eligible to attend is detailed in the table on page 29. The Board meets formally at least five times a year, and more frequently where business needs require. In addition, the Board maintains regular contact with the Manager and Company Secretary.
The primary focus at regular Board meetings is a review of investment performance and associated matters including asset allocation, promotion and investor relations, peer group information and industry issues. To enable the Board to function effectively and allow directors to discharge their responsibilities, full and timely access is given to
all relevant information. In the case of Board meetings, this consists of a comprehensive set of papers, including the portfolio manager's review, performance reports and
discussion documents regarding specific matters. Directors
have made further enquiries where necessary.
