Finsbury Growth & Income Trust PLC

Annual Report • Dec 4, 2024

FINSBURY GROWTH & INCOME TRUST PLC Annual

Report for the year ended 30 September 2024

Finsbury Growth & Income Trust PLC

Annual Report for the year ended 30 September 2024

CONTENTS

STRATEGIC REPORT

• 1 Company Summary
• 2 Company Performance
• 4 Key Performance Indicators ("KPIs")
• 6 Chairman's Statement
• 8 Investment Portfolio
• 10 Portfolio Manager's Review
• 16 Business Review

GOVERNANCE

• 38 Board of Directors
• 40 Report of the Directors
• 45 Corporate Governance
• 52 Statement of Directors' Responsibilities
• 53 Directors' Remuneration Policy
• 55 Directors' Remuneration Report
• 59 Audit Committee Report

INDEPENDENT AUDITORS' REPORT

64 Independent Auditors' Report

FINANCIAL STATEMENTS

• 72 Income Statement
• 73 Statement of Changes in Equity
• 74 Statement of Financial Position
• 75 Statement of Cash Flows
• 76 Notes to the Financial Statements

FURTHER INFORMATION

• 92 Glossary of Terms and Alternative Performance Measures
• 97 Company Information

Please note that the Notice of Annual General Meeting is set out in a separate document.

The Company's shares are traded on the London Stock Exchange and can be purchased through a stock broker or other financial intermediary. The shares are available through savings plans (including investment dealing accounts, ISAs, Junior ISAs and SIPPs) which facilitate both regular monthly investments and lump sum investments in the Company's shares. There are a number of investment platforms that offer these facilities.

For more information about Finsbury Growth & Income Trust PLC visit the website WWW.FINSBURYGT.COM

FINANCIAL CALENDAR

FINANCIAL YEAR END 30 September

FINAL RESULTS ANNOUNCED December

ANNUAL GENERAL MEETING Tuesday, 28 January 2025

HALF YEAR END 31 March

HALF YEAR RESULTS ANNOUNCED May

INTERIM DIVIDENDS PAYABLE May and November

FINANCIAL INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS

FURTHER INFORMATION

Company Summary

Finsbury Growth & Income Trust PLC is a listed investment company and a constituent of the FTSE 250. The Company is a member of the Association of Investment Companies ("AIC").

OBJECTIVES AND PERFORMANCE MEASUREMENT

The Company aims to achieve capital and income growth and to provide Shareholders with a total return in excess of that of the FTSE All-Share Index (the Company's benchmark).

Further details of the Company's investment policy are set out on pages 17 and 18.

The net asset value per share increased by 8.2% during the financial year to 30 September 2024 on a total return basis (2023: 7.2%). The detail of this movement can be found on page 73.

DIVIDENDS

During the year the Company paid two interim dividends totalling 19.6p (2023: 19.0p) which was an increase of 3.2%.

The Company's Dividend Policy can be found on page 18.

Company Performance

KEY FACTS

943.4p Net asset value per share 2023: 891.2p (+5.8%)

57.7p Return per share† 2023: 61.4p (-6.0%)

861.0p

Share price 2023: 852.0p (+1.1%)

84.1%

Active Share*^ 2023: 85.3%

8.7%

Discount of share price to net asset value per share^ 2023: 4.4%

19.6p

Total dividends per share for the year† 2023: 19.0p (+3.2%)

8.2%

Net asset value per share total return*, ^ 2023: 7.2%

3.4%

Share price total return*, ^ 2023: 7.5%

£1.582bn

Shareholders' funds† 2023: £1.823bn (-13.2%)

0.7% Gearing^

2023: 0.8%

0.61% Ongoing charges^

2023: 0.61%

167,717,668

Number of shares in issue (excluding 57,273,635 shares held in Treasury)

2023: 204,519,434 (-18.0%) (Treasury shares 2023: 20,471,869)

* Source – Morningstar

^ Alternative Performance Measure (see glossary on pages 92 to 96)

† UK GAAP Measure

INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS

FIVE YEARS SUMMARY

AS AT 30 SEPTEMBER	2020	2021	2022	2023	2024
Share price	840.0p	876.0p	800.0p	852.0p	861.0p
Net asset value per share	846.2p	917.7p	848.4p	891.2p	943.4p
Discount of Share price to net asset value per share	0.7%	4.5%	5.7%	4.4%	8.7%

YEAR ENDED 30 SEPTEMBER	2020	2021	2022	2023	2024
Share price total return* ^	(9.0)%	+6.3%	(5.6)%	+7.5%	+3.4%
Net asset value per share total return* ^	(7.7)%	+10.6%	(5.8)%	+7.2%	+8.2%
FTSE All-Share Index total return** #	(16.6)%	+27.9%	(4.0)%	+13.8%	+13.4%
Total (loss)/return per share†	(67.1)p	88.0p	(53.4)p	61.4p	57.7p
Dividends per share†	16.6p	17.1p	18.1p	19.0p	19.6p

* Source: Morningstar

** Source: FTSE International Limited ("FTSE") © FTSE, 2024

See glossary of terms and alternative performance measures on pages 92 to 96)

^ Alternative Performance Measure ("APM") (see glossary on pages 92 to 96)

† UK GAAP Measure

The Company was incorporated in Scotland on 15 January 1926. Lindsell Train Limited ("Lindsell Train") was appointed as Portfolio Manager in December 2000. The total return of the Company's share price over the ten years to 30 September 2024 has been 108.4%, equivalent to a compound annual return of 7.6%. This compares with a total return of 83.6%* from the Company's benchmark, equivalent to a compound annual return of 6.3%*.

* Source: Morningstar, FTSE International Limited ("FTSE") © FTSE2024

PERFORMANCE SINCE THE DATE OF APPOINTMENT OF LINDSELL TRAIN AS PORTFOLIO MANAGER

Key Performance Indicators ("KPIs")

The Board uses certain financial and non-financial KPIs to monitor and assess the performance of the Company in achieving its strategic aims.

The Board reviews the performance of the portfolio in detail and hears the views of the Portfolio Manager at each meeting.

Information on the Company's performance is provided in the Chairman's Statement (beginning on page 6) and the Portfolio Manager's Review (beginning on page 10).

This performance is assessed against the following KPIs which are unchanged from last year.

Alternative Performance Measures ("APM")

The Board believes that each of the APMs, which are typically used within the investment company sector, provides additional useful information to Shareholders in order to assess the Company's performance between reporting periods and against its peer group. The APMs used for the year under review are unchanged from last year. Further information on each of the APMs can be found in the glossary beginning on page 92.

Net asset value total return^*

This reflects the change in the Company's net asset value including the impact of reinvested dividends.

During the year under review the Company's net asset value per share total return was 8.2% (2023: 7.2%).

19.6p

Dividends per share†

The total dividend declared for the year was 19.6 pence per share (2023: 19.0 pence per share), an increase of 3.2%.

57.7p

Return per share†

The total return per share for the year was 57.7 pence per share (2023: return of 61.4 pence per share).

Over five years, the Company earned a total of 86.6 pence per share.

See the chart below for the five year history:

3.4%

Share price total return^*

This reflects the change in the value of the Company's share price including the impact of reinvested dividends.

During the year under review the Company's share price total return was 3.4% (2023: 7.5%).

^ Alternative Performance Measure (see glossary on pages 92 to 96)

• † UK GAAP Measure
• * Source: Morningstar

FINANCIAL INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS

FURTHER INFORMATION

8.7%

Share price discount/ premium to net asset value per share^

The Board reviews the level of discount/premium to net asset value per share at every Board meeting and consideration is given to ways in which the share price performance may be enhanced, including the effectiveness of marketing, share issuance and buy-backs, where appropriate. Details of how the Company's share buy-back and issuance policy works can be found in the Statutory Documentation section on the Company's website.

At 30 September 2024 the Company's share price stood at an 8.7% discount to the Company's net asset value per share (2023: 4.4% discount).

During the year, the Company bought back 36,801,766 shares into Treasury (2023: 11,218,558) at an average price of 844.5 pence and an average discount of 7.4%.

Since the year end to 2 December 2024 the Company has purchased a further 9,913,457 shares to be held in Treasury. As at 2 December 2024 the Company's discount was 8.5%.

(10.0)%pt

Relative underperformance to benchmark

Under the Company's Business Model, a Portfolio Manager is appointed with the capability and resources to manage the Company's assets through asset allocation, stock selection, gearing and risk management. The Company's portfolio is constructed and managed without reference to a stock market index with the Portfolio Manager selecting investments based on their assessment of their long-term value.

The performance of the Company relative to its benchmark and its peers is a KPI measured by the Board on an ongoing basis.

The Company's benchmark is the FTSE All-Share Index (total return) which delivered a return of 13.4% (2023: 13.8%) over the year. This compares with the Company's share price total return of 3.4% (2023: 7.5%) resulting in a 10.0% underperformance against the benchmark.

The Board also monitors the Company's share price return* against its AIC peer group^. As at 30 September 2024 the Company's ranking against its peer group of UK Equity income sector was:

		Rank out of 23
Period	2024	2023
1 yr	21	14
3 yr	19	22
5 yr	21	9
10 yr	4	2

^ Alternative Performance Measure (see glossary on pages 92 to 96) * Source: Morningstar

FINSBURY GROWTH & INCOME TRUST PLC | Annual Report 2024 5

Chairman's Statement

Simon Hayes, Chairman

PERFORMANCE

As we approach Finsbury's 100th anniversary and after almost ten years on your Board I am very aware of how essential it is that investment managers have a long-term perspective. However, managing funds over such time horizons is inevitably difficult and I am disappointed to report another year of underperformance by your Company when measured against the performance of the benchmark, the FTSE All-Share Index. While the Company's long-term track record remains impressive, this will provide little solace to more recent investors for whom returns will be substantially below what they may have hoped for.

The Company's net asset value ("NAV") per share delivered a total return of 8.2% over the financial year compared with a benchmark total return of 13.4%. The share price return over the same period was 3.4%, reflecting a widening of the discount to NAV.

In the face of this ongoing period of challenging performance your Board has continued to provide constructive challenge to the Portfolio Manager, regularly reviewing the investment process, portfolio themes and individual holdings throughout the year. The Board has also undertaken a series of meetings with institutional Shareholders (representing approximately a third of the Company's share capital), to ascertain their views of the Company and the extent of their continued support for the investment approach. While no one wants to experience a prolonged period of underperformance, it is clear that there remains significant support from investors for the Company's concentrated investment portfolio. No Shareholder has expressed to us any appetite for a material change in approach.

We are grateful for this continued support but do not take it for granted. With that in mind, and as part of broader shareholder engagement, your Board will hold a continuation vote after the current financial year ends in September 2025 (expected to be held at the Company's AGM in January 2026). This will offer all Shareholders, in particular our retail shareholders who represent a significant proportion of our register, an opportunity to express their support, or otherwise, for the continuation of the Company with its current investment strategy.

In the meantime, your Board remains committed to buying back shares, as described in more detail below, aware of the value of the additional liquidity an active buy-back strategy offers and of the enhancement in net asset value that buy-backs provide. In the past financial year, the Company has bought back over £310 million worth of its own shares which is more then three times the value bought back in 2023.

As it is always important to point out, a highly concentrated portfolio means higher risk, particularly in the short term. At 30 September 2024, the Company's Active Share – a measure of how much it varies from the FTSE All-Share Index benchmark - was 84.1% (2023: 85.3%). Such an uncorrelated portfolio will inevitably perform very differently from the wider market, whether positively or negatively.

I urge you to read Nick Train's very helpful review where he discusses the reasons for the relative underperformance and explains why he holds the top ten holdings of the portfolio and why he is optimistic for better future returns.

SHARE BUY-BACKS

As at 30 September 2024 the discount to NAV was 8.7% (2023: 4.4%). During the year under review the Company bought back a total of 36,801,766 shares (18.0% of the shares in issue) at a cost of over £310 million (2023: £97.7 million) and at an average discount of 7.4%. This resulted in the NAV per share being 14p higher than it would otherwise have been.

As at the close of the UK market on 2 December 2024, the discount was 8.5%. Since the year end, a further 9,913,457 shares have been bought back at a cost of £85.3 million. As at 2 December 2024, the Company had 157,804,211 shares in issue (excluding 67,187,092 shares held in Treasury).

While share buy-backs will not necessarily prevent a discount from widening further, particularly in times of market volatility, they may, to a limited extent, mitigate a widening trend. In addition, buy-backs enhance the NAV per share for remaining Shareholders, provide some additional liquidity and help to dampen discount volatility which can damage Shareholder returns.

Discounts are affected by many factors outside the Company's control, including investor sentiment towards the Company, the sector and towards equity markets in general, but where it is in Shareholders' interests (taking account of market conditions), the Company remains committed to buying back shares at a discount to NAV, as demonstrated over the past year.

Reflecting the Company's commitment to buying back shares, the Company held a General Meeting in August 2024 to renew Shareholder authority to buy-back shares when it became clear that the Shareholder authority to buy-back 14.99% of the Company's share capital granted at the AGM in January 2024 would be exhausted before the expected date of the 2025 AGM. The Company's share buy-back authority will as usual be proposed for renewal at the Company's Annual General Meeting to be held in January 2025.

RETURN AND DIVIDEND

The Income Statement shows a total return of 57.7p per share (2023: 61.4p) consisting of a revenue return per share of 20.8p (2023: 20.0p) and a capital return per share of 36.9p (2023: 41.4p).

Your Board has declared two interim dividends for the year totalling 19.6p per share (2023: 19.0p), an increase of 3.2%. In order to facilitate dividend payments on a timely and cost-effective basis, your Board continues to elect to distribute the Company's income to Shareholders by means of two interim dividends rather than wait several months to secure Shareholder approval to pay a final dividend at the Annual General Meeting. This dividend policy will again be proposed for approval at the forthcoming Annual General Meeting.

CANCELLATION OF SHARE PREMIUM ACCOUNT

On 7 August 2024, the Company's share premium account of £1.1 billion was cancelled pursuant to a Court Order dated 12 July 2024, in order to provide the Company with additional distributable reserves, which can be used in the future for all permitted purposes, including, if required, to fund share buy-backs or other returns of capital in accordance with applicable law. This provides the Company with more flexibility in how capital may be returned in the future.

THE BOARD

As reported earlier this year, after nine years as a Director of the Company, I will be standing down at the conclusion of the Company's forthcoming Annual General Meeting in January 2025. I am delighted that Pars Purewal, who joined the Board in November 2022, has been chosen by my Board colleagues to succeed me as Chairman.

I have thoroughly enjoyed my time with the Company. This is principally down to the hard work and professionalism of colleagues at Lindsell Train and Frostrow and the exemplary levels of commitment and engagement of my fellow Directors. I would like to thank them all for making my job easier and wish Pars and the team every success for the future.

CHANGE OF AUDITOR

During the year the Audit Committee led a competitive audit tender process, which resulted in the recommendation that Deloitte LLP be appointed as the Company's new auditor. Further information concerning the audit tender process can be found on pages 62 and 63.

ARTICLES OF ASSOCIATION

It is proposed that new Articles of Association (the "New Articles") be adopted with effect from the conclusion of the Annual General Meeting, principally in order to increase the Company's flexibility in respect of how the Company can manage untraced Shareholders, unclaimed dividends and the payment of dividends. The new Articles are being updated to reflect developments in the market since the Existing

Articles were adopted in 2022, with a view to balancing the Company's administrative burden with the need to safeguard Shareholder rights.

A summary of the principal changes to the Existing Articles is included within the Explanatory Notes to the Notice of Meeting.

ANNUAL GENERAL MEETING

The Annual General Meeting of the Company this year will again be held at Guildhall, City of London EC2V 7HH (please use the Basinghall Street Entrance) on Tuesday, 28 January 2025 at 12 noon, and we hope as many Shareholders as possible will attend. This will be an opportunity to meet the Board and to receive a presentation from our Portfolio Manager.

The Board strongly encourages all Shareholders to exercise their votes in respect of the meeting in advance. Details of how Shareholders can vote, whether holding their shares directly or on retail platforms, are set out in the Notice of Meeting. Any Shareholder who requires a hard copy form of proxy may request one from the Registrar, Link Group.

OUTLOOK

During this period of disappointing performance it is worth remembering that the interests of Shareholders, your Board and your Portfolio Manager are closely aligned. First, significant buy-backs at a discount increase the NAV per share for those Shareholders who maintain their holding. Secondly, fees are levied on the market capitalisation of the Company and not the NAV, meaning that fees payable decline commensurately with the size of any discount. Finally, our Portfolio Manager has continued to buy shares in the Company. Over the last year, Nick Train has acquired 222,800 shares and currently speaks for 3.5% of the equity of the Company (December 2023: 2.6%).

Your Board continues to fully support the Portfolio Manager's disciplined strategy of investing for the long term in high quality companies that own both durable and cash generative franchises. As an investment trust, our portfolio is permitted to be concentrated on the highest conviction ideas. When those ideas pay off, the impact on performance will be significant. We believe that it is only a matter of time before the Company resumes its excellent long-term record.

It has been a privilege to serve the Company and its Shareholders and I wish you all the very best for the future.

Simon Hayes Chairman

3 December 2024

Investment Portfolio

FINANCIAL INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS

FURTHER INFORMATION

INVESTMENTS AS AT 30 SEPTEMBER 2024

SECTOR		INVESTMENTS	FAIR VALUE 1 OCTOBER 2023 £'000	NET INVESTMENTS £'000	CAPITAL APPRECIATION/ (DEPRECIATION) £'000	FAIR VALUE 30 SEPTEMBER 2024 £'000	% OF INVESTMENTS	TOTAL RETURN £000	CONTRIBUTION PER SHARE (PENCE)
l	I	Experian	144,803	(3,437)	73,954	215,320	13.5	76,694	40.9
l	F	London Stock Exchange	212,962	(52,923)	47,018	207,057	13.0	49,702	26.5
l	CD	RELX	227,828	(84,855)	52,741	195,714	12.3	56,410	30.1
l	CS	Unilever	163,699	(7,507)	29,563	185,755	11.7	35,308	18.8
l	CS	Diageo	182,495	18,059	(26,270)	174,284	10.9	(21,048)	(11.2)
l	T	Sage Group	154,066	2,634	5,281	161,981	10.2	8,370	4.5
l	F	Hargreaves Lansdown	58,334	4,906	26,771	90,011	4.8	29,905	15.9
l	CD	Rightmove	4,821	71,853	8,219	84,893	5.6	9,377	5.0
l	F	Schroders	101,313	(11,776)	(13,546)	75,991	5.3	(8,618)	(4.6)
l	CD	Burberry Group	147,145	(5,261)	(91,349)	50,535	3.2	(86,720)	(46.2)
		Top 10 Investments				1,441,541	90.5
l	CS	Fever-Tree	40,908	1,006	(13,200)	28,714	1.8	(12,606)	(6.7)
l	CS	Mondelez International#	133,956	(108,031)	(3,848)	22,077	1.4	(2,499)	(1.3)
l	CS	A.G. Barr	21,702	(4,337)	4,658	22,023	1.4	5,262	2.8
l	CS	Remy Cointreau^	68,168	(28,672)	(20,302)	19,194	1.2	(19,690)	(10.5)
l	CD	Manchester United#	37,334	(19,132)	(945)	17,257	1.1	(945)	(0.5)
l	F	Rathbone Brothers	23,298	(6,418)	132	17,012	1.1	693	0.3
l	F	The Lindsell Train Investment Trust plc	8,760	–	(1,120)	7,640	0.5	(605)	(0.3)
l	CD	Celtic*	4,331	–	1,397	5,728	0.3	1,404	0.7
l	CS	Heineken†	88,569	(83,487)	265	5,347	0.3	871	0.4
l	CD	Young & Co's Brewery (non-voting)	7,108	(2,707)	(941)	3,460	0.2	(756)	(0.4)
l	F	Frostrow Capital LLP∆**	3,725	–	(500)	3,225	0.2	(14)	0.0
l	CD	Cazoo#	79	(12)	(67)	–	0.0	(67)	0.0
l	CD	Fuller Smith & Turner	1,256	(1,351)	95	–	0.0	102	0.1
		Total Investments	1,836,660	(321,448)	78,006	1,593,218	100.0	120,530	64.3
		Bank interest						407	0.2
		Total Contributions to Total Return						120,937	64.5
		Expenses, Currency Translation and Finance Charges						(12,759)	(6.8)
		Return on Ordinary Activities after Taxation						108,178	57.7p

* Includes Celtic 6% cumulative convertible preference shares, fair value £363,000 (2023: £267,000)

** Includes Frostrow Capital LLP AIFM Investment, fair value £125,000 (2023: £125,000)

Listed in the United States

^ Listed in France

† Listed in Netherlands

∆ Unquoted

Portfolio Manager's Review

Nick Train, Lindsell Train Limited, Portfolio Manager

Periods of lacklustre performance are inevitable for all investors. When you are in the midst of such a period, as we are, it is important to keep your nerve and stick to your investment principles. However, it is also important to consider, and answer honestly, searching questions about the underperformance. Our clients excel at asking searching questions. And three in particular have been put to us that I propose to address in this report.

• Do we understand why we have underperformed and have we taken measures to mitigate the risk of future underperformance?
• Has the period of underperformance created a buying opportunity?
• Finally, is our continuing company research generating attractive new investment ideas?

The first question; what has been our problem? Candidly, the portfolio has been a victim of its previous success. The peak of our relative performance was in 2020. What drove the strong performance for much of the preceding decade were the strong returns from our investments in consumer branded goods owners, such as Burberry, Diageo and Unilever, amongst others. As a result of that success the combined weight of the holdings in consumer brands was 50% of the whole portfolio as at year-end September 2020. In hindsight, this was too high. Covid-19 and its inflationary aftermath have been unhelpful for many consumer companies and their share prices have fallen or stagnated, hurting our overall investment performance. Between year ended September 2020 and 2024, for instance, Burberry's share price has fallen 55%, Diageo is down 2% and Unilever up only 1%. How have we responded?

Well, the headline is that exposure to consumer brands is now c.32% of the portfolio, a marked reduction. We still like the consumer brand companies we retain exposure to, but there are other investment themes available in the UK stock market that we believe offer even better prospects and since 2020 we have tilted the portfolio in their direction.

EXPOSURE TO CONSUMER COMPANIES & DIGITAL WINNERS

According to Lindsell Train's definition of Consumer and Digital Winners. Consumer companies included in the calculation: A.G. Barr, Burberry, Diageo, Fever-Tree, Fuller Smith & Turner, Heineken, Mondelez, PZ Cussons, Remy Cointreau, Unilever and Young & Co.'s Brewery. "Digital Winners" included in the calculation: Experian, LSEG, Hargreaves Lansdown, RELX, Rightmove and Sage.

Moving on to the second question – is this a buying opportunity for your portfolio? I would say, unequivocally, yes. And I have put my money where my mouth is by buying more shares.

There are two aspects to my optimism. First, I want to reiterate the attraction of investing in owners of world-class consumer brands; particularly when you can access their shares at low prices, as is arguably the case today. Diageo and Unilever are examples of such world-class businesses, we believe, and we have maintained and even increased exposure to both during their recent share price weakness. To understand the nature of the opportunity, I'd ask Shareholders to consider the accompanying graph on page 11 which shows the share price total returns of Diageo and Unilever since the start of the century, compared with the returns on various stock market indices, all in Sterling. You may be surprised to see that not only have Diageo and Unilever handsomely outperformed the UK stock market over the last nearly quarter of a century, they have also outperformed the S&P500 and even the NASDAQ Composite. This is the case even after Diageo and Unilever's disappointing performance of the last four years. Now, of course, you can prove almost anything by cherry-picking a favourable start-date and, no doubt, the NASDAQ Composite was at a temporary peak at the start of 2000, while Diageo and Unilever were out of favour (interestingly, you could argue that both those conditions pertain today). Nonetheless, it is impressive, I contend, that both should have performed so competitively since 2000 and their performance is consistent with the proposition that global brands as resonant and still relevant as Guinness and Johnnie Walker or Dove and Hellmann's can help you get rich, albeit slowly.

DIAGEO & UNILEVER VS. S&P & NASDAQ COMPOSITE

The 23% total return from Unilever shares over the last 12 months is a welcome reminder that well-run (or in Unilever's case, better-run) consumer companies can still reward investors.

The second reason for my optimism; I mentioned above that we have tilted the portfolio toward investment ideas that we expect offer even better prospects than those of consumer brand-owners. Today by far the biggest thematic exposure, 60% of the portfolio at the year-end, is to London-listed data, software and technology platform companies. We own six businesses – Experian, Hargreaves Lansdown, London Stock Exchange Group ("LSEG"), RELX, Rightmove and Sage – and I have three observations to make about the sextet.

First, even though several of them have been strong performers over the last couple of years, particularly RELX and Sage, it is not difficult to demonstrate the valuations they are accorded are lower than is the case for comparable companies listed on other markets. That presents an opportunity, we believe.

Next, that apparent undervaluation of the group has been confirmed by the fact that two of them have received takeover bids during 2024, namely Hargreaves Lansdown and Rightmove. It looks as though the offer for the former will succeed, at a price 43% above where the shares traded at the end of September 2023. Meanwhile, Rightmove has successfully rebuffed a bid that was also c.43% above its share price of a year ago.

I invite Shareholders to review the table below. It illustrates why we remain so optimistic about the prospect for future gains from this part of the portfolio. The table draws on research done by Bank of America in 2023, that sought to identify the criteria likely to help companies become beneficiaries of, rather than losers from, developments in Artificial Intelligence. To be clear, Bank of America provided the framework, but the company analysis is ours. The top criteria for AI success, according to Bank of America, is ownership of large amounts of proprietary data. If a company owns or generates data that others cannot, then that

CREDENTIALS FOR AI SUCCESS
Market Leading Data Set
Industry Leader
Global
Targeted R&D
Workflows not Transactions
B2B not B2C

Source: Lindsell Train & Bank of America 2023. Stocks represent those within the WS Lindsell Train UK Equity Fund as of end August 2024. This is not intended as a buy or sell investment recommendation. Past performance is not a guide to future performance.

company has the opportunity to derive unique insights from that data and create new commercial opportunities. It is said in the 21st century that "data is the new oil". The proprietary data curated by, in particular, Experian, LSEG, RELX and Rightmove has already made these businesses world-class in their respective fields. We hope new tools, for instance Sage's AI-powered accounting tool Copilot, will accelerate all these companies' growth as we get deeper into the 21st century.

I have no doubt that the increase to our Digital Winners has improved the quality of the portfolio. At 30 September 2024 and based on figures from Bloomberg, we calculate an average Return on Equity (ROE) of 30% for the portfolio, the highest level it has been for a number of years, and notably higher than for the average of the UK stock market, of 9%. In the long run, ROE is a good measure of the quality of a company, the higher the better. Over time we must believe the superior business returns earned by our portfolio companies will lead to superior share price returns too. The question then is whether we are overpaying for such quality. We don't think so. The portfolio's 12 month forward Price-to- Earnings (P/E) ratio of 22x is higher than the Index at 12x, though by a lesser degree than the ROE. And whilst the ROE of the portfolio has increased, the P/E premium compared to the market has fallen more recently. This is of course no guarantee of future performance, but it does gives us confidence that we own high quality companies at what to us appear to be reasonable valuations.

Finally, the third question, are we unearthing new investment ideas? The answer is "yes", even if it is relatively rare for us to initiate new holdings. I have always worked on the Warren Buffet principle that often the best thing to do with investible funds is to buy more of what you already own (assuming what you own is of high quality). Nonetheless, when we do have compelling new ideas we back them with conviction. There have been three initiations since 2020 – Experian, Fever-Tree and, more recently, Rightmove. We are currently having to be patient with Fever-Tree, as investors wait to see whether the brand can replicate its domestic success internationally (we believe it can). Meanwhile, Experian has become one of the top-3 holdings in the portfolio and is, we believe, a relatively rare thing – a world-class data business listed on the London stock market. The accompanying chart shows the long-term investment success of Experian, since it listed in 2006; but note the sideways period for its shares between 2021 and 2024, a period that allowed us to accumulate the holding. Subsequently Experian's share price has hit new highs and we are hoping for much more.

So far as Rightmove is concerned, we believe the company was right to resist being taken over. Certainly we did not buy it in the expectation of a quick bounce, but rather hope to benefit from years of profitable growth as the company innovates new services for home buyers and agents.

Experian

Over 180 million individuals around the world now voluntarily provide Experian with their personal financial data, in return for credit scores and other services. This is a unique asset for Experian, which makes its data

We purchased Experian in 2020 and as you can see from the chart below, concerns over interest rates and the credit cycle have allowed us to build the position at a lower price over the past four years. The shares have been much stronger in 2024 though we are hopeful there's much more to come from the company.

services increasingly valuable to its banking customers.

LSEG

According to LSEG it can now offer a wider range of crucial services to global financial institutions than any of its competitors. This means its customers can derive cost savings and business efficiencies when they subscribe to more of its services. New products derived from LSEG's joint venture with Microsoft (and soon to be released) are likely to make its services even more crucial to its customers. LSEG's shares hit a high in February 2021 of £98, then spent three years trading sideways to down. It wasn't until August 2024 that they pushed through that level and are now trading well above £100. The shares are up 24x since LSEG listed back in 2001 and while a repeat of that return over the next couple of decades seems farfetched today, there is no doubt LSEG has a big growth opportunity and is highly profitable. That combination can lead to outsize investment returns.

2001 2003 2005 2007 2009 2011 2014 2016 2018 2020 2022 2024 -100% 800% 1700% 2600% 3500% 4400% LSEG total return FTSE All-Share total return LSEG VS FTSE ALL-SHARE*

* The start date for the top-10 holdings charts is 31 December 1999, or the listing date for those companies that have a shorter trading history. All data to 30 September 2024.

RELX

Scientists, lawyers and risk consultants around the world are increasingly reliant on RELX's data and software. The company is a trusted and credible provider of AI-enhanced services to those communities and this offers it the prospect of accelerating revenue growth. It is noteworthy that RELX's market capitalisation is now higher than BP's, making it the fifth biggest company on the London market. Perhaps data really is the new oil.

Schroders

We support Schroders' strategy of shifting its business toward higher profit margin investment services, such as Private Equity and Private Wealth and believe the company has made more progress with this strategy than its current depressed share price suggests.

Diageo

Diageo is contending with a variety of headwinds that have hurt its share price in 2024. To us these are predominantly cyclical not structural. We prefer to focus on the company's structural advantages. Specifically that Scotch, Irish Stout and Tequila are Diageo's three biggest categories, where the company has worldclass brands and, as a result, a growth opportunity not available to its competitors. We also believe the long-term propensity for individuals to drink less alcohol, but to drink higher quality alcohol is likely to continue and is advantageous for Diageo, as the world's biggest premium alcoholic beverage company.

DIAGEO VS FTSE ALL-SHARE*

Sage

market and internationally.

In 2017 Sage acquired a US cloud-computing business called Intacct. This was transformative for the company. Intacct's subsequent success has helped return Sage's overall business to double digit revenue growth and there remains a big opportunity for Intacct in its home

Unilever

The energy and improved execution of a new management team has reminded investors of Unilever's formidable strengths. Its existing global brands are already very valuable, but there is a further opportunity to use its innovation and distribution capabilities and marketing expertise to create or acquire new brands and give them global scale. Unilever's fast-growing Health, Wellbeing and Premium Beauty brands are pertinent examples.

It is likely we will lose this investment to takeover in early 2025 and it is likely we will replace it with new holdings with similar business characteristics. Specifically, we are interested in companies that are technology-driven and own or create unique data sets.

Hargreaves Lansdown

Rightmove

The investment appeal of Rightmove's business was recently confirmed by the bids the company received from Australian peer REA. We believe that, like us, REA was attracted by Rightmove's dominant market position in property classified advertising and by the growth opportunities presented to Rightmove from selling additional services to property agents and home buyers themselves. We were relieved in the end the bids did not eventuate, because we believe Rightmove is at the early stages of a multi-year period of growth and losing that potential would have been a shame for Shareholders (and, indeed, for the UK stock market).

Burberry

All Burberry Shareholders, including us, were shocked by the fall in its share price and the severity of the profit decline now forecast for 2024. After extensive engagement with the company, discussions with industry experts and a detailed review of the investment case we find ourselves in agreement with the opinion of Burberry's new CEO. In his view, Burberry should be one of the top four or five most valuable luxury brands in the world, based on its heritage and purpose-led products (outerwear). If he is right, Burberry's current market value is far too low and we have retained the holding.

BURBERRY VS FTSE ALL-SHARE*

Since the year end we have added two new positions to the portfolio, though, we are not yet ready to reveal their identity at this stage given we are still building them from low levels. All I will say is that, as you might expect, the long period of disappointing returns from the UK stock market has thrown up interesting opportunities, with world-class companies languishing at attractive valuations. That proposition is confirmed by the decision we have taken to reduce the non-UK holdings in the portfolio. The Company's weighting to UK-listed companies has increased from 81% to 97% in the five years to year-end September 2024. The UK and, in particular, the key UK holdings in this portfolio offer world-beating value, in our opinion.

TOP TEN HOLDINGS

The portfolio is concentrated, with the top ten holdings accounting for c.90% of portfolio value at the year end. Given that concentration it is appropriate to provide an account of the opportunity we see for each of the ten. I ask Shareholders to note how many of these are global businesses, with big global growth opportunities. The London stock market boasts more truly impressive global companies than its reputation implies. Also note the wide range of geographic markets and industries these companies serve. This means the portfolio is more diverse than the tight number of individual holdings suggests.

CONCLUSION

I share in your Board's disappointment with recent performance and acknowledge this has been a frustrating period for Shareholders. But I remain convinced that the best way we can get the NAV and share price moving up again is to implement the same investment approach that generated good returns for Shareholders in the 20 years prior to 2021. That is, to run a concentrated portfolio, built around the shares of exceptional UK companies.

It remains a great privilege to me to be responsible for the management of the Company's portfolio, and thereby the precious savings of many investors, including my own. I told you last year that skin in the game is no guarantee of superior investment performance, and the last 12 months have unfortunately proven that correct. But I continue to increase my personal holding in the Company. Why? It is true that I believe an alignment of interest between investment manager and investor is important, but to be candid that is not my main motivation. When I look at the portfolio today, I am more enthused about its prospects – and by association the UK stock market – than at any time this century. I have increased my holding because LSEG, Experian, Diageo, Sage and RELX (and I could go on), not only happen to be listed on the London market, but are genuine world class companies with substantive growth opportunities in front of them. Finsbury Growth & Income Trust PLC holds those businesses in big quantities, and if our analysis of them is right, the impact on returns in the coming years will be very significant indeed.

Nick Train Director, Lindsell Train Limited Portfolio Manager

3 December 2024

Business Review

The Strategic Report, set out on pages 1 to 37 provides a review of the Company's policies and business model, together with an analysis of its performance during the financial year and its future developments.

PORTFOLIO STRUCTURE AS AT 30 SEPTEMBER 2024

97.1%

2023: 84.2% Invested in UK domiciled companies

90.5%

2023: 84.7% Top ten holdings 2.9%

2023: 15.8% Invested globally

0.7%

2023: 0.8%^ Gearing^

93.4%

2023: 91.9% FTSE 100 companies (and comparable overseas companies)

84.1%

2023: 85.3%^ Active Share^

^ Please see Glossary of Terms and Alternative Performance Measures on pages 92 to 96.

The Strategic Report has been prepared for Shareholders to assess how the Directors have carried out their duty to promote the success of the Company. It also considers the principal risks and uncertainties facing the Company.

Information on how the Directors have discharged their duty under Section 172 of the Companies Act 2006 can be found on pages 25 to 28.

The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the date of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

As an externally managed investment company there are no executive directors, employees or internal operations. The Company delegates its day-to-day management to third parties. The principal service providers to the Company are Frostrow Capital LLP ("Frostrow") which acts as AIFM, company secretary and administrator; and Lindsell Train Limited ("Lindsell Train") which acts as Portfolio Manager. The Bank of New York Mellon (International) Limited is the Company's Depositary.

The Board is responsible for all aspects of the Company's affairs, including the setting of parameters for and the monitoring of the investment strategy as well as the review of investment performance and policy. It also has responsibility for all strategic issues, the dividend policy, the share issuance and buy-back policy, gearing, share price and discount/ premium monitoring as well as corporate governance matters.

STRATEGY FOR THE YEAR ENDED 30 SEPTEMBER 2024

Throughout the year under review, the Company continued to operate as an approved investment company, following its investment objective to achieve capital and income growth and to provide Shareholders with a total return in excess of that of the FTSE All-Share Index. The Company's performance is discussed in the Chairman's Statement beginning on page 6 and the Portfolio Manager's Review beginning on page 10.

During the year, the Board, AIFM and the Portfolio Manager undertook all ESG, strategic and administrative activities.

The Portfolio Manager engages with all the companies in the portfolio to understand their ESG approach and has developed its own methodology to assess the carbon impact of the portfolio. Lindsell Train became a signatory of the Net

Zero Asset Managers initiative ("NZAM") in December 2021. This reflects Lindsell Train's enhanced efforts as a firm to support the goal of net zero greenhouse gas emissions by 2050. Further details of the Portfolio Manager's approach to ESG matters can be found on pages 29 to 35.

INVESTMENT POLICY

The Company's investment policy is to invest principally in the securities of companies either listed in the UK or otherwise incorporated, domiciled or having significant business operations within the UK. Up to a maximum of 20% of the Company's portfolio, at the time of acquisition, can be invested in companies not meeting these criteria.

The portfolio will normally comprise up to 30 investments. This level of concentration is likely to lead to an investment return which is materially different from the Company's benchmark* index and is likely to be more volatile and carry more risk.

Unless driven by market movements, securities in FTSE 100 companies and comparable companies listed on an overseas stock exchange will normally represent between 50% and 100% of the portfolio; securities in FTSE 350 companies and comparable companies listed on overseas stock exchanges will normally represent at least 70% of the portfolio.

The Company will not invest more than 15% of the Company's net assets, at the time of acquisition, in the securities of any single issuer. For the purposes of this limit only, net assets shall exclude the value of the Company's investment in Frostrow Capital LLP.

The Company does not and will not invest more than 15%, in aggregate, of the value of the gross assets of the Company in other listed closed ended investment companies. Further, the Company does not and will not invest more than 10%, in aggregate, of the value of its gross assets in other listed closed ended investment companies except where the investment companies themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed ended investment companies.

The Company has the ability to invest up to 25% of its gross assets in preference shares, bonds and other debt instruments, although no more than 10% of any one issue may be held.

In addition, a maximum of 10% of the Company's gross assets can be held in cash, where the Portfolio Manager believes market or economic conditions make equity investment unattractive or while seeking appropriate investment opportunities or to maintain liquidity.

^* The Company publishes its Active Share scores in its monthly fact sheet for investors and in both the annual and half-yearly reports to highlight how different the portfolio is from the Company's benchmark index.

The Company's gearing policy is that gearing will not exceed 25% of the Company's net assets.

No investment will be made in any fund or investment company managed by Lindsell Train Limited without the prior approval of the Board.

In accordance with the UK Listing Rules of the Financial Conduct Authority ("FCA"), the Company can only make a material change to its investment policy with the approval of its Shareholders and HMRC.

DIVIDEND POLICY

The Company's aim is to increase or at least maintain the total dividend each year. A first interim dividend is typically paid in May and a second interim in November in lieu of a final dividend.

The level of dividend growth is dependent upon the growth and performance of the companies within the investment portfolio. The decision as to the level of dividend paid takes into account the income forecasts maintained by the Company's AIFM and Portfolio Manager as well as the level of revenue reserves. These forecasts consider dividends earned from the portfolio together with predicted future earnings and are regularly reviewed by the Board.

All dividends have been distributed from current year income and revenue reserves.

PERFORMANCE

Whilst the Board is disappointed that the Company has underperformed in the short term, the Portfolio Manager's report explains why he believes that the Company's portfolio remains appropriate. The Board remains supportive of the Portfolio Manager's view. Please refer to the Chairman's Statement beginning on page 6 for further information.

Whilst performance is measured against the FTSE All-Share Index, the Company's portfolio is constructed and managed without reference to a stock market index with the Portfolio Manager selecting investments based on their assessment of their long-term value.

PROSPECTS

The Board continues to support the Portfolio Manager's strategy of investing in high quality companies that own both durable and cash generative brands. The Board firmly believes that this strategy will continue to deliver strong investment returns over the long term.

This is supported by the Company's performance over the last ten years with a net asset value per share total return^ of 128.2% compared with a total return from the Company's benchmark index of 83.6%.

^ Alternative Performance Measure (see glossary on pages 92 to 96.)

Source: Frostrow Capital LLP

NAV PER SHARE RECONCILIATION

NAV per share Dividends Costs Portfolio

Expenses (inc tax)

(6.3) (1.0)

Dividends paid

(18.3)

848.4

Pence per share

600

0

650

700

750

800

850

900

950

30 Sept 2022

The chart below shows the contribution (in pence per share) attributable to the various components of investment performance and costs, which together explain the increase from the starting NAV for the year of 891.2 pence to the year-end NAV of 943.4 pence, after the payment of dividends to Shareholders.

Finance costs

30 Sept 2023

891.2

Portfolio gains

45.9

Portfolio income

22.5

Principal Risks, Emerging Risks and Risk Management

The Board is responsible for managing the risks faced by the Company. Through delegation to the Audit Committee, the Board has established procedures to manage risk, to review the Company's internal control framework and to establish the level and nature of the principal risks the Company is prepared to accept in order to achieve its long-term strategic objective. At least once a year the Audit Committee carries out a robust detailed assessment of the principal and emerging risks.

A risk management process has been established to identify and assess risks, their likelihood and the possible severity of impact. Further information is provided in the Audit Committee Report beginning on page 59.

These principal risks and the ways they are managed or mitigated are set out on the following pages.

For each risk identified, during the year the Audit Committee considers both the likelihood and impact of the risk and then assigns an inherent risk score. The scoring of the risk is then reconsidered once the respective key mitigations are applied and a residual risk score is assigned.

The Board's policy on risk management has not materially changed during the course of the reporting period and up to the year end.

During the year, the Audit Committee conducted an exercise to identify and assess any new or emerging risks affecting the Company and to take any necessary actions to mitigate their impact. Further information can be found in the report of the Audit Committee on pages 60 and 61.

THE COMPANY'S APPROACH TO RISK MANAGEMENT

No change Decreased Increased New risk included during the year

Change in inherent risk assessment over the last financial year:

Principal Risks and Uncertainties	Change	Key Mitigations
Corporate Strategy
The Company's investment objective or the UK Equity Income sector becomes unattractive to Shareholders.		At each meeting the Board reviews movements in the Company's shareholder register. There are regular interactions and engagement with Shareholders (including at the AGM). Regular feedback from Shareholders is received from the Company's broker. Frostrow meets regularly with major Shareholders on the Company's behalf.
		In addition, the Chairman, the incoming Chairman and the Senior Independent Director meet with key Shareholders to ascertain views.
		The Company publishes its Active Share score in its monthly fact sheet for investors and in both the annual and half-yearly reports to highlight how different the portfolio is from the Company's benchmark index.
The Company's share price total return may differ materially from the NAV per share total return.		The Board operates a share buy-back policy which is intended to offer some protection against the share price widening beyond a 5% discount to NAV per share. There is also a share issuance programme which acts as a premium control mechanism. Further details of the Company's share buy-back policy and premium control mechanism can be found on the Company's website.
		During the year the majority of the shares available under the buy-back authority granted at the 2024 AGM were bought back and the Company held a General Meeting on 23 August 2024 where shareholder authority was obtained to buy back a further 25,779,973 shares on the same basis.
		The Board continues to keep this matter under close review and receives feedback from the Company's broker and major Shareholders.

Principal Risks and Uncertainties	Change	Key Mitigations
Investment Strategy and Activity
The departure of a key individual at the Portfolio Manager may affect the Company's performance.		The Board keeps the portfolio management arrangements under continual review. In turn, the Portfolio Manager reports on developments at Lindsell Train, including succession and business continuity plans. The Board meets regularly with other members of the wider team employed by the Portfolio Manager.
Prolonged underperformance against the Benchmark.		The Board challenges the Portfolio Manager on the structure of the portfolio, including asset allocation and portfolio concentration.
		The Board reviews the performance of the portfolio against the benchmark and the Company's peer group at every meeting.
		The Company publishes various measures and statistics in the monthly fact sheet and in both the annual and half-yearly reports, to highlight to investors the effects of the investment approach and to show how different the portfolio is from the Company's benchmark index. These measures include number of holdings, Active Share and portfolio turnover.
A major geopolitical or natural event such as war, terrorism, natural disaster or pandemic, and the financial, monetary and/or		The Board reviews the performance of the portfolio against the benchmark and the Company's peer group at every meeting.
		The Board holds frequent portfolio update meetings with the Portfolio Manager in addition to Board meetings.
political responses to such events may have an adverse impact on the revenues and operations of portfolio companies to the extent that they may no longer promise returns sufficient to meet the Company's investment objective.		The Portfolio Manager regularly engages with the portfolio companies to discuss any matters of concern that may effect operational resilience.
Portfolio companies experience a reduction in share price and dividends.
The investment approach is not aligned with shareholder expectations in relation to ESG matters.		The Board conducts an annual review of the Portfolio Manager's ESG policy to ensure that it is consistent with that expected by the Board. In addition the Board reviews the ESG activities of Lindsell Train to ensure progress is being made by portfolio companies. The Board also conducts an annual review of other service providers' policies in relation to internal controls and governance matters, notably modern slavery, GDPR, cyber security and whistleblowing policies.

The Portfolio Manager has developed a propriety system to assess the inherent and emerging ESG risks for the investment portfolio which the Portfolio Manager uses when engaging with the portfolio companies. This informs the decision to invest, retain or divest any portfolio investment.

THE COMPANY'S APPROACH TO RISK MANAGEMENT – CONTINUED

Principal Risks and Uncertainties Change	Key Mitigations
Investment Strategy and Activity - continued
The adverse impact of climate change on the portfolio companies' operational performance.	The Board receives quarterly ESG updates, which include an update on any climate change related engagement, from the Portfolio Manager together with monthly portfolio updates. The Board challenges the Portfolio Manager on ESG matters to ensure that the portfolio companies are acting in accordance with the Board's ESG approach.
	The Portfolio Manager is a signatory to the UK Stewardship Code and actively engages with portfolio companies on ESG matters including climate change.
	Lindsell Train developed its own methodology to assess the carbon impact of the portfolio. Lindsell Train became a signatory of the NZAM initiative in December 2021. This reflects Lindsell Train's enhanced efforts as a firm to support the goal of net zero greenhouse gas emissions by 2050. Further information on how Lindsell Train addresses the risks associated with climate change can be found on pages 31 and 32.
	Details of the Company's and Portfolio Manager's ESG policies together with the weighted average carbon intensity of the portfolio companies are set out on pages 29 to 35.
Operational
Service providers to the Company deliver poor performance or fail to meet their contractual obligations	The Board reviews all information supplied to Shareholders and the AIFM's marketing activity at each meeting. The AIFM's daily controls ensure accurate publication of information.
to the Company, include errors or irregularities in information published on behalf of the Company.	The Board receives regular updates from the AIFM of press references to the Company and its major service providers, as well as regular news on sector developments from the Company's broker and the AIC. The Board has the ability to replace any service provider which may be the source of reputational concerns.
	The Audit Committee receives assurance from all service providers that they have adequate business continuity plans and internal controls in place. These controls are reviewed by the AIFM who also meets with the Company's principal service providers during the year.
Financial
Fraud (including unauthorised payments and cyber crime) occurs leading to a loss. Risk of increased cyber crime on the portfolio companies which could lead to the potential loss of confidential data and impact the confidentiality, integrity or availability of data and systems,	The AIFM and Portfolio Manager have in place robust compliance monitoring programmes. The Board receives monthly compliance reviews and a quarterly expenses analysis. An annual statement is obtained by the Audit Committee from all service providers giving assurances that there have been no instances of fraud or bribery. The Board reviews the cyber security policies of all service providers.

losses.

Principal Risks and Uncertainties	Change	Key Mitigations
Financial
The Company is exposed to market price risk (i.e. performance of investee companies' shares).		The Directors acknowledge that market risk is inherent in the investment process. The Portfolio Manager maintains a diversified portfolio which is concentrated in a few key sectors. The Board has imposed guidelines within its investment policy to limit exposure to individual holdings and limits the level of gearing.
		The AIFM reports to the Board with respect to compliance with investment guidelines on a monthly basis. The Portfolio Manager provides the Board with regular updates on market movements. No investment is made in derivative instruments and no currency hedging is undertaken.
		Further information on financial instruments and risk can be found in note 17 to the Financial Statements beginning on page 86.
Accounting, Legal and Regulatory
The Company and/or the Directors fail to comply with their legal and regulatory obligations.		The Board monitors regulatory change with the assistance of its AIFM, Portfolio Manager and external professional advisers to ensure compliance with applicable laws and regulations.
		The Board reviews compliance reports and internal control reports provided by its service providers, as well as the Company's Financial Statements and revenue forecasts.
		The Depositary reports twice yearly to the Audit Committee, confirming that the Company, acting through the AIFM, has been managed in accordance with the AIFMD, the Investment Funds Sourcebook, the Articles (in relation to the calculation of the NAV per share) and with investment restrictions and leverage limits. The Depositary Report can be found in the Shareholder information section of the Company's website.
		The AIFM presents a quarterly report on changes in the regulatory environment, including AIC updates, and how changes have been addressed.
Poor adherence to corporate governance best practice or errors or irregularities in published information could lead to censure and/or result in reputational damage to the Company.		The Board reviews all information supplied to Shareholders and the AIFM's marketing activity at each meeting. Details of the Company's compliance with corporate governance best practice, including information on relationships with Shareholders, are set out in the Corporate Governance Report on pages 45 to 51.

EMERGING RISKS

During the year, the Audit Committee conducted an exercise to identify and assess any new or emerging risks affecting the Company and to take any necessary actions to mitigate their impact.

The Audit Committee regularly reviews the risk register. The scoring of each risk and any emerging risks are discussed in detail as part of this process to ensure that emerging as well as known risks are identified and, so far as practicable, mitigated.

The experience and knowledge of the Directors is useful in these discussions, as are update papers and advice received from the Board's key service providers such as the Portfolio Manager, the AIFM and the Company's broker. In addition, the Company is a member of the AIC, which provides regular technical updates as well as drawing members' attention to forthcoming industry and/or regulatory issues and advising on compliance obligations.

As well as offering investment opportunities, the Board believes the development and exploration of technological breakthroughs, such as artificial intelligence, may damage the revenue and operations of portfolio companies to the extent that they no longer offer the promise of returns consistent with the Company's investment objective.

During the year, the Board identified the global standing of the London Stock Exchange as an emerging risk. International competition for new listings and a significant number of market departures could mean it is harder for a UK equity strategy to capture exposure to important global growth themes.

To mitigate these risks the Board holds monthly portfolio update meetings with the Portfolio Manager, who continues to monitor the situation closely.

The Committee will continue to review newly emerging risks that arise from time to time to ensure that the implications for the Company are properly assessed and mitigating controls introduced where necessary.

FUTURE DEVELOPMENTS

The Board's primary focus is on the Portfolio Manager's investment approach and performance. The subject is thoroughly discussed at every Board meeting.

In addition, the AIFM updates the Board on Company communications, promotions and investor feedback, as well as wider investment company issues.

An outline of performance, investment activity and strategy, and market background during the year, as well as the outlook, is provided in the Chairman's Statement beginning on page 6 and the Portfolio Manager's Review beginning on page 10.

It is expected that the Company's strategy will remain unchanged in the coming year.

LONG-TERM VIABILITY STATEMENT

The Directors have carefully assessed the Company's financial position and prospects as well as the principal risks facing the Company and have formed 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 financial years. The Board has chosen a five year horizon in view of the long-term outlook adopted by the Portfolio Manager when making investment decisions.

To make this assessment and in reaching this conclusion, the Audit Committee has considered the Company's financial position and its ability to liquidate its portfolio and meet its liabilities as they fall due and notes the following:

• The portfolio is principally comprised of investments traded on major international stock exchanges. Based on current trading volumes, 98.1% of the current portfolio could be liquidated within 30 trading days, with 79.6% in seven days, and there is no expectation that the nature of the investments held within the portfolio will be materially different in future;

• With an ongoing charges ratio of 0.61%, the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position;
• Expenses of the Company are covered more than four times by investment income;
• The closed-ended nature of the Company means that, unlike an open-ended fund, it does not need to realise investments when Shareholders wish to sell their shares;
• The founder directors of Lindsell Train Limited have given their verbal assurance that they remain committed to Lindsell Train Limited for at least seven years on a rolling basis; and
• The Company has no employees, only its Non-Executive Directors. Consequently it does not have redundancy or other employment-related liabilities or responsibilities.

The Audit Committee has considered the potential impact of its principal risks on pages 20 to 23 and various severe but plausible downside scenarios as well as stress testing and reverse stress testing. It has also made the following assumptions in considering the Company's longer-term viability:

• There will continue to be demand for investment companies;
• The Board and the Portfolio Manager will continue to adopt a long-term view when making investments, and anticipated holding periods will be at least five years;
• The Company invests principally in the securities of UK listed companies to which investors will continue to wish to have exposure;
• The Company will maintain its bank loan facility;
• Regulation will not increase to a level that makes running the Company uneconomical; and
• The performance of the Company will be satisfactory.

The Board's long-term view of viability will, of course, be updated each year in the Company's Annual Report.

ENGAGING WITH THE COMPANY'S STAKEHOLDERS

The following 'Section 172' disclosure, required by the Companies Act 2006 and the AIC Code, as explained on pages 25 to 28, describes how the Directors have had regard to the views of the Company's stakeholders in their decision-making.

Stakeholder group	The benefits of engagement with the Company's stakeholders	How the board, the AIFM and the Portfolio Manager have engaged with the Company's stakeholders
Investors	Clear communication of the Company's strategy and the performance against the	The AIFM and the Portfolio Manager, on behalf of the Board, complete a programme of investor relations throughout the year.
	Company's objective can help the share price trade closer to its NAV per share which benefits Shareholders.	An analysis of the Company's shareholder register is provided to the Directors at each Board meeting along with marketing reports from Frostrow. The Board reviews and considers the marketing plans on a regular basis. Reports from the Company's broker are submitted to the Board on investor sentiment and industry issues.
	New shares may be issued to meet demand without net asset value per share dilution to existing Shareholders. Increasing the size of
	the Company can benefit liquidity as well as spread costs.	Key mechanisms of engagement include:
	Under the share buy-back policy, the	• The Annual General Meeting
	Company will normally buy in shares being offered on the stock market whenever the discount approaches a level of 5% and then	• The Chairman, the incoming Chairman and the Senior Independent Director make themselves available to engage with Shareholders
	either hold those shares in Treasury or cancel them. Any shares held in Treasury can later be sold back to the market if conditions permit.	• The Chairman writes to major Shareholders each year offering them the opportunity to meet with himself and the Senior Independent Director.
		• The Company's website hosts reports, video interviews with the Portfolio Manager and monthly fact sheets
		• One-on-one investor meetings facilitated by Frostrow who actively engage with professional investors, typically discretionary wealth managers, some institutions and a range of execution-only platforms. Regular engagement helps to attract new investors and retain existing Shareholders, and over time results in a stable share register made up of diverse, long-term holders
		• The Board will explain in its announcement of the results of the AGM the actions it intends to take to consult Shareholders in order to understand the reasons behind any significant (defined for this purpose as 20% or more) votes against resolutions. Following the consultation, an update will be published no later than six months after the AGM and the Annual Report will detail the impact the Shareholder feedback has had on any decisions the Board has taken and any actions or resolutions proposed
	At each meeting the Board reviews movements in the Company's shareholder register. There are regular interactions and engagement with Shareholders (including at the AGM). Regular feedback from Shareholders is received from the Company's broker.

Stakeholder group	The benefits of engagement with the Company's stakeholders	How the board, the AIFM and the Portfolio Manager have engaged with the Company's stakeholders
Portfolio Manager	Engagement with the Company's Portfolio Manager is necessary to: • evaluate their performance against the Company's stated strategy and to understand any risks or opportunities this	The Board meets regularly with representatives of the Portfolio Manager throughout the year, with quarterly presentations and also monthly performance and compliance reporting. This provides the opportunity for both the Board and Portfolio Manager to explore and understand how the portfolio has performed and what may be expected in the future.
	may present. • better understand the internal controls in place at Lindsell Train.	The Board receives regular updates from the Portfolio Manager concerning engagement on ESG matters with the companies within the portfolio.
	The Board ensures that the Portfolio Manager's ESG approach meets standards set by the Board.	The Audit Committee also meets with members of the risk management and investment compliance teams at Lindsell Train to better understand the Portfolio Manager's internal controls. The Audit Committee reviews Lindsell Train's control reports annually. During the year the Board discussed its approach to ESG matters with the Lindsell Train team providing more detail of their specific approach to responsible ownership which is further explained on pages 29 to 35.
		The Board considers its approach to ESG as well as that of the companies in which the Company invests, and has developed its own policy which can be found on page 29. The Board encourages the Company's Portfolio Manager to engage with companies and in doing so expects ESG issues to be a key consideration.
		The Board receives an update on Lindsell Train's engagement activities within a dedicated quarterly ESG report.
		A member of Lindsell Train's investment team attends each Board meeting to provide an update on ESG issues and engagement activities since the last Board meeting.
		The Board holds at least one meeting at the offices of Lindsell Train each year, where Directors meet with members of the Lindsell Train team.
Other Service Providers	The Company contracts with third parties for other services including: depositary, investment accounting & administration as well as company secretarial and registrars. The Company ensures that the third parties	The Board and Frostrow engage regularly with other service providers both in one-to-one meetings and via regular written reporting. This regular interaction provides an environment where topics, issues and business development needs can be dealt with efficiently and collegiately.
	to whom the services have been outsourced complete their roles in line with their service level agreements and are able to continue to provide these services, thereby supporting the Company in its success and ensuring compliance with its obligations.	The Audit Committee reviews Frostrow's AAF controls report annually and no issues have been identified.

Stakeholder	The benefits of engagement with the	How the board, the AIFM and the Portfolio Manager
group	Company's stakeholders	have engaged with the Company's stakeholders
The Company's Lender	Investment companies have the ability to borrow with a view to enhancing long-term returns to Shareholders. Engagement with the Company's lender ensures that it fully understands the nature of the Company's business, the strategy adopted by the Portfolio Manager and the extent to which the Company complies with its loan covenants.	Regular reporting to the lender with respect to adherence with loan covenants and ad hoc meetings with the AIFM.

Key areas of engagement	Main decisions and actions taken
Investors
The impact of market volatility caused by certain geopolitical events on the portfolio.	Shareholders are provided with performance updates via the Company's website as well as the annual and half-year financial reports and monthly factsheets.
Ongoing dialogue with Shareholders concerning the strategy of the Company, performance and the portfolio.	The Portfolio Manager and Frostrow meet regularly with Shareholders and potential investors to discuss the Company's strategy, performance and portfolio. Both the Portfolio Manager and Frostrow also engage with the Press on the Company's behalf.
	Information on how to vote your investment company shares on a selection of major platforms can be found on pages 11 to 14 of the Notice of Meeting.
	The Chairman, the incoming Chairman and Senior Independent Director, accompanied by members of the Frostrow team, met with representatives from major Shareholders to discuss, amongst other things, shareholder engagement.
	Further details concerning ongoing discussions with major Shareholders can be found on page 6 of the Chairman's Statement.
Share price performance	The Board reviews the Company's share price discount/premium on a daily basis and has a share buy-back policy, which during the year resulted in 36,801,766 shares being bought back. Details of the Company's share issuance and buy-back policy can be found on the Company's website.

Key areas of engagement	Main decisions and actions taken
Portfolio Manager
Portfolio composition, performance, ESG matters, outlook, and business updates.	The Portfolio Manager has set ESG targets and engages regularly with investee companies' executive management. The Board receives quarterly ESG updates from the Portfolio Manager.
	During the year the Board engaged with the Portfolio Manager concerning the outcome of the potential sale of Hargreaves Lansdown.
The impact of market volatility upon their business and how some companies in the portfolio have sought to take advantage of the increase of digitisation and AI.	The Board has received regular updates from the Portfolio Manager throughout the recent period of market volatility, including its impact on investment decision making.
The integration of ESG into the Portfolio Manager's investment processes.	The Portfolio Manager reports regularly any ESG issues in the portfolio companies to the Board.
Climate Change	During the year the Audit Committee considered the Portfolio Manager's assessment of the risks associated with climate change on the portfolio and how the transition to a low-carbon economy will affect all businesses, irrespective of their size, sector or geographic location.
Other service providers
As an externally managed investment company, the Company does not have employees. Its main stakeholders therefore comprise its Shareholders and a small number of service providers.	The Board met regularly with Frostrow (the AIFM), representatives of which attend every Board meeting to provide updates on risk management, accounting, administration and corporate governance matters.
The Board has delegated a wide range of activities to external agents, in addition to the Portfolio Manager.	Reviews of the Company's service providers have been positive and the Directors believe their continued appointment is in the best interests of the Company. The Company has invested in Frostrow and The Lindsell Train Investment Trust plc. Further details can be found on the Company's website.
These services include AIFM, investment administration, management and financial accounting, Company Secretarial and certain other administrative requirements and registration services. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of the services offered, including the control systems in operation in so far as they relate to the affairs of the Company.
The Directors have frequent engagement with the Company's other service providers through the annual cycle of reporting and due diligence meetings or site visits by Frostrow. This engagement is completed with the aim of maintaining an effective working relationship and oversight of the services provided.
Auditor	During the year the Audit Committee led a competitive audit tender process, which resulted in the recommendation that Deloitte LLP be appointed as the Company's new auditor. Further information concerning the audit tender process can be found on pages 62 and 63.
	The Audit Committee met with Deloitte LLP to review the audit plan for the year, agree their remuneration, review the outcome of the annual audit and to assess the quality and effectiveness of the audit process. Please refer to the Audit Committee Report beginning on page 59 for further information.
The Company's Lender
Continued compliance with covenants set out within the loan	The Board ensures compliance with loan covenants throughout

the year.

agreement between the Company and the lender.

RESPONSIBLE INVESTMENT

Our Policy

The Board recognises that the most material way for the Company to have an impact on Environmental, Social and Governance ("ESG") issues is through the responsible ownership of its investments.

It has delegated authority to its Portfolio Manager to engage actively with the management of investee companies and encourage that high standards of ESG practice are adopted.

The Company seeks to generate long-term, sustainable returns on capital. The investee companies which consistently deliver superior returns over the long term are typically established, well-run companies whose managers recognise their impact on the world around them.

In its Responsible Engagement & Investment Policy, the Portfolio Manager states that its evaluation of ESG factors is an inherent part of the investment process.

The Board has delegated authority to the Portfolio Manager to vote the shares owned by the Company that are held on its behalf by its Custodian. The Board has instructed that the Portfolio Manager submit votes for such shares wherever possible and practicable. The Portfolio Manager may refer to the Board on any matters of a contentious nature.

The Portfolio Manager is a signatory of the 2021 UK Stewardship Code and became a signatory of Net Zero Asset Managers initiative in December 2021.

LINDSELL TRAIN'S POLICY

ESG integration

Sustainability Key To Long-Term Investing

At the heart of the investment approach at Lindsell Train Limited ("Lindsell Train") is a conviction that inefficiencies exist in the valuation of 'exceptional' companies. Specifically, Lindsell Train believes that durable, cash generative franchises are not only rare but also appear to be undervalued by other investors for most of the time. Nick Train and the investment team invest in such 'exceptional' companies with the expectation of holding them for the very long term. It is the resultant long-term partnerships that they build with portfolio companies that form the cornerstone of their approach to ESG and Responsible Investing.

The truly strategic time horizon (note that the long-term turnover of the Company is under 5%, which implies an average holding period of 20 years) means the investment team at Lindsell Train must be continually alert to all relevant long-term issues, with the objective of pre-empting risk and enhancing returns. Hence the consideration of all ESG factors which might affect holdings and potential holdings has always been central to the investment approach. Historically, Lindsell Train has typically found that 'exceptional' companies tend to exhibit characteristics associated with good corporate governance and responsible business practices.

The average age of holdings currently held in the Company is over

146 years*

* excluding Frostrow Capital LLP and The Lindsell Train Investment Trust plc In Lindsell Train's experience, companies with poor corporate governance do not tend to have such longevity.

Furthermore, Lindsell Train argues that companies which observe such standards, and that are serious in their intention of addressing environmental and social factors, will not only become more durable, but will likely prove to be superior investments over time.

Lindsell Train's initial analysis and ongoing company engagement strategy seeks to incorporate all sustainability factors that they believe will affect the company's ability to deliver long-term value to Shareholders. Such factors may include but are not limited to: environmental (including climate change), social and employee matters (including turnover and culture) and governance factors (including remuneration and capital allocation), cyber resilience, responsible data utilisation, respect for human rights, anticorruption and anti-bribery, and any other risks or issues facing the business and its reputation. This work is catalogued in a proprietary database (Sentinel) of risk factors in order to centralise and codify the team's views, as well as to prioritize Lindsell Train's ongoing research and engagement work and is cross-referenced with the SASB Materiality Map ©.

If, as a result of this assessment, Lindsell Train believes that an ESG factor is likely to materially impact a company's long-term business prospects (either positively or negatively) then this will be reflected in the long-term growth rate that is applied in the investment team's valuation of that company, which alongside the team's more qualitative research will influence any final portfolio decisions (for example, whether Lindsell Train starts a new position or sell out of an existing holding).

CASE STUDY

ESG EVALUATION FOR INVESTMENT BUY CASE

Lindsell Train's long-term investment approach means that it seldom buys and sells new holdings. Indeed, over the past five years, Portfolio Manager Nick Train has only added three new companies to the Company's portfolio. The most recent of these was Rightmove, which was first bought in Q4 2023. Consideration of ESG risk and opportunity is integrated into the preinvestment work that Lindsell Train does on all holdings, and indeed Rightmove has been monitored on Sentinel – Lindsell Train's ESG risk and opportunity database – for a number of years, as it has long been considered a serious potential investment.

As with existing holdings, any ESG risk that Lindsell Train deems to be materially significant requires careful assessment to ensure that the investment team is comfortable that it does not pose an existential threat to the business. In the case of Rightmove, the UK's largest online property portal, Lindsell Train identified no ESG risks that the team deemed materially significant. Perhaps the key risk – common to all data owners – is the potential for leakage of sensitive information (Rightmove's customers are estate agents, who ultimately deal with details of individuals' houses), necessitating the robust cyber security measures the company has in place. But having this unique view into the housing market also brings opportunity, as political changes drive more demand for data on properties – for example the mandatory displaying of Energy Performance Certificate ("EPC") ratings on all houses put on the market – and Rightmove has more data than anybody in the UK.

As a capital-light, primarily digital company with low carbon emissions, Rightmove's inclusion marginally decreases the weighted carbon footprint of the Portfolio. Additionally, from a net zero alignment perspective, Rightmove is currently "Aligning", which suggests that the company is moving in the right direction; however we will engage with management to encourage further progress.

Positive / Negative Screening

The characteristics that Lindsell Train seeks in its investee companies means that it typically invests in a fairly narrow set of sectors and industries, and avoids others altogether. For example, Lindsell Train has typically avoided:

• capital intensive industries (energy, commodities or mining) or any companies involved in the extraction and production of coal, oil or natural gas. The Company's exposure to the Energy sector is 0%.
• industries that Lindsell Train judges to be sufficiently detrimental to society that they may be exposed to burdensome regulation or litigation that could impinge on financial returns. The Company's exposure to Tobacco, Gambling and Arms Manufacturers is 0%.

COMPANY SECTOR/INDUSTRY EXPOSURE

38.0% 23.4%

28.7% 25.2%

Consumer Staples ("CS") Financials ("F")

Consumer Staples ("CS") Financials ("F") Consumer Discretionary ("CD") Industrials ("I") Technology ("T")	2023 2024 28.7% 38.0% 25.2% 23.4% 22.4% 22.3% 13.5% 8.4% 10.2% 7.9%

Source: Frostrow Capital LLP 2024 2023

Similarly, Lindsell Train's investment approach has steered Nick Train (who is also Chairman of Lindsell Train's ESG Committee) and the investment team to invest in a number of companies that play an important positive social or environmental role, for example through providing access to educational information (RELX), encouraging saving for the future (Schroders, Hargreaves Lansdown) or encouraging environmental progress and developing best practice (e.g., Diageo, Mondelez). Lindsell Train believes that such positive benefits for society should be consistent with its aim to generate competitive long-term returns, thus helping it meet its clients' investment objectives. Furthermore, through its engagement strategy, Lindsell Train increasingly seeks to encourage and support its companies to meet their own ESG commitments with the aim of improving standards and enhancing returns. Thus Lindsell Train's evaluation of ESG factors is a natural part of its investment process and the exercise of its stewardship responsibilities is integral to the research process. Consumer Discretionary ("CD") Industrials ("I") Technology ("T") 22.3% 8.4% 7.9% 22.4% 13.5% 10.2% Source: Frostrow Capital LLP

INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS

Climate Change

The risks associated with climate change and the transition to a low-carbon economy will affect all businesses, irrespective of their size, sector or geographic location. Therefore, no company's revenues are immune and the assessment of such risks must be considered within any effective investment approach, particularly one like Lindsell Train's that seeks to protect its clients' capital for decades to come. That said, evidently the transition to a low-carbon economy will affect some sectors more than others and typically Lindsell Train avoids those sectors that are most notably capital-intensive industries and companies involved in the extraction and production of coal, oil or natural gas. As a result, we are pleased to note that the Trust continues to have a significantly lower than average weighted average carbon intensity than its comparable benchmarks.

Lindsell Train supports the recommendations of the Task Force on Climate-Related Financial Disclosures ("TCFD") and its efforts to encourage companies to report their climate related disclosures and data in a uniform and consistent way. During 2024, Lindsell Train published TCFD Product Reports ahead of the FCA's deadline, including for the Company. The report can be found on the Company's website, and includes analysis on the Trust's Scope 1, 2 & 3 emissions relative to the benchmark.

WEIGHTED AVERAGE CARBON INTENSITY (WACI) [tCO2e/£M Sales]

CARBON FOOTPRINT BY EVIC* (tCO2e/£M invested)

Source: Portfolio company Reports and Bloomberg for holdings data. Morningstar Direct for Benchmark data. Emissions for Lindsell Train Limited sourced from Acclaro Advisory and excludes category 15 Scope 3 emissions.

* Enterprise Value Including Cash

As a relatively small company with a single office location and fewer than 30 employees, Lindsell Train's climate exposure comes predominantly from the investment portfolios that it manages on behalf of its clients. Lindsell Train recognises the systemic risk posed by climate change and the potential financial impacts associated with a transition to a lowcarbon economy. To help address this, Lindsell Train became a signatory of the Net Zero Asset Managers ("NZAM") initiative in December 2021, which affirms its commitment to support the goal of net zero greenhouse gas emissions by 2050 or sooner. In line with this ambition, Lindsell Train published a 2030 interim target in Q4 2022 which has since been approved by The Institutional Investors Group on Climate Change ("IIGCC"). Lindsell Train selected to use the Paris Aligned Investment Initiative Net Zero Investment Framework ("NZIF") target setting approach. Of the four specific targets recommended by NZIF, Lindsell Train believed it most appropriate to adopt a portfolio coverage target, given the strategic nature of its approach and the well below average carbon footprints of its investee companies. Lindsell Train has targeted 55% of its asset-weighted committed1 assets to be considered Aligned2 by 2030, as set out by the PAII Net Zero Investment Framework. This represents a c.50% improvement from its baseline of 36% of assets being Aligned as of 2022, consistent with a fair share of the 50% global reduction in CO2 identified as a requirement in the Intergovernmental Panel on Climate Change ("IPCC") special report on global warming of 1.5°C.

As outlined in the latest TCFD Entity Report for Lindsell Train, the chart on page 32 shows the alignment of each of the representative accounts for Lindsell Train strategies, and the Company when combined, on an asset-weighted basis as at August 2022 and 2023.

With regards to the current status of Lindsell Train portfolios, Lindsell Train has not yet formally published its progress as at 2024; however Lindsell Train has committed to do so in early 2025 once it has had a chance to digest the revised Net Zero Investment Framework "NZIF 2.0", which was released in June this year.

Whilst Lindsell Train has not formally published a figure for 2024 at a portfolio level, it has been encouraged by the progress of a number of companies over the past year, including some that are held in the Trust. Our engagement work this year has shown that the introduction of mandatory TCFD reporting has had the desired effect of driving progress and supporting consistency of reporting. Where action is not mandated, there is a risk that certain companies or geographies fail to prepare appropriately for the costs and business risks brought about by the climate emergency's physical and transition risks.

Two years on from having measured our baseline and set our interim target, we are pleased with the progress that has been made by the companies within the portfolio. The chart below shows the progress made by all strategies at Lindsell Train, including the UK Equity Strategy of which the Company forms a part. The proportion of companies aligned, aligning, committed to aligning and not aligned

remained broadly unchanged over the two years, though we have identified examples where companies have made progress. For example, Young & Co Brewery has advanced from "Committed to Aligning" to the "Aligning" stage. If there are cases of companies not making adequate progress, we will continue to remind management of our expectations and point them to similar companies where we have identified improvements, to encourage collaboration, as well as supplying details of potentially useful 'gold standard' resources such as the Science Based Targets Initiative.

Lindsell Train's clients have urged it to set realistic targets and the investment team feel strongly that targets should be set in line with industry expectation, which they truly believe are achievable and will therefore strive to meet or better. The 55% target figure is above the IIGCC's recommendation that 50% of portfolio companies should be "Aligned" by 2030 and is also philosophically in line with the requirement to deliver a fair share of the 50% global reduction in CO2 emissions by 2030, identified as a requirement in the IPCC special report on global warming of 1.5°C.

Further information on Lindsell Train's TCFD related disclosures can be found in its 2023 TCFD Report, which can be found on Lindsell Train's website.

¹ Committed assets are currently 94% of LTL's total AUM. The assets that were excluded relate to segregated clients that either declined to have their assets included at this time or did not respond by the required deadline. There is scope to increase the level of committed assets over time.

² Aligned status, as set out by the PAII Net Zero Framework, has prescribed requirements of the portfolio companies, including; 1) Setting short and medium term emission reduction targets, 2) Monitoring emission intensity performance relative to those targets, and 3) Disclosure of scope 1, 2 and 3 emissions. For higher impact sectors, further criteria are required to be categorised as Aligned.

FINANCIAL INDEPENDENT AUDITORS' REPORT INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS

Engagement

Where Lindsell Train has specific concerns with management's strategy, company performance (financial and non-financial), or risk profile, or where it deems it necessary to protect its clients' interests, the investment team will proactively engage with management. Lindsell Train will consider the individual circumstances of the company and the issue at hand, in order to determine realistic objectives and define the scope of our engagement, ensuring that:

• The objective is suitably focused on long-term value preservation and creation
• The objective is specific and there is clarity around delivery
• The objective is realistic and achievable

In most circumstances Lindsell Train arranges a meeting with senior management, board members, or if appropriate with the company chairperson or the senior non-executive director. The feedback from these meetings is then discussed amongst the Investment Team. In some instances, the matter on which it is engaging is swiftly resolved, and in other cases, the response may be a multistage, multi-year process. As long as the dialogue is constructive and ongoing, and management clearly outline a proposed course of action, Lindsell Train is typically comfortable with a longer timeline to resolution. Where this is not the case, it will consider escalating our engagement.

The long-term approach generally leads Lindsell Train to be supportive of company management; however, where required and if in the best interests of our clients, Lindsell Train will try to influence management on specific matters or policies. Lindsell Train's intention is to have open and constructive dialogue with management and board members, in order to broaden its knowledge of the company's strategy and operations and to ensure any concerns it might have are assuaged. Given Lindsell Train often builds up large, long-term, stakes in the businesses in which it invests, Lindsell Train finds that management are open to (and very often encourage) engaging with the Investment Team. As mentioned above, constructive dialogue has more often than not resulted in satisfactory outcomes, thus limiting the need for escalation.

During the year, Lindsell Train engaged with 13 companies held within the Company's portfolio on a wide range of environmental, social and governance issues as detailed in the chart below. There were 25 engagements in total.

ENGAGEMENT BY TOPIC

Source: Lindsell Train. 1 October 2023 – 30 September 2024. 12 topics raised with 13 companies.

CASE STUDY

ENGAGEMENT CASE STUDY

Company name: Unilever

Year Founded: 1929

Year FGT first invested: 2000 Sector: Consumer Staples

Engagement topics: Capital Allocation & Strategy and Reputation

Date of engagements: July 2024

Engagement format: Call

Reason for Engagement: Ongoing engagement regarding Unilever's capital allocation and strategy.

During the second half of 2023, the Lindsell Train investment team engaged with Unilever on its decision to retain its presence in Russia, and changes to capital allocation & strategy. On Russia, it sought justification for this decision and, whilst the team recognises that there was no easy choice, Lindsell Train conveyed its expectation that management would keep the situation under active review with the hope of finding the 'least worst' outcome.

As we are long-term holders of Unilever in both our UK and Global strategy, we have continued to engage regularly with management over our holding period. During 2024, we closely monitored Unilever's position in Russia and were pleased to receive confirmation that the company had completed the sale of the Russian subsidiary during October this year.

Separately, during Q3 2024, following news that Unilever will spin off its ice cream business, we reignited our engagement with CFO, Fernando Fernandes, to review capital allocation and strategic priorities. We were particularly interested to understand why Unilever continues to maintain substantial debt on its balance sheet. Fernandes reconfirmed Unilever's capital allocation policy, which remains unchanged, noting that the business priority remains focused on increasing volume growth to 2+%, up from 1% at present. From a strategic perspective, the CFO is acutely alert to the need to be in premium segments with global scalability and so future capital allocation will be fundamentally concentrated in the US and India where the largest opportunities exist. Similarly, prestige beauty represents one third of growth in Health & Wellbeing and will be c.8% of revenue once ice cream is gone. This is a strong business which has grown for 14 consecutive quarters, but management is aiming for it to be a £10bn business and so ensuring adequate capital allocation to priority segments such as this is important.

Next steps: The engagement regarding Unilever's capital allocation and strategy has been productive and insightful. But as with all our companies we will continue to monitor progress closely and engage with management on aspects of their corporate strategy on an ongoing basis.

Proxy Voting

The primary voting policy of Lindsell Train is to protect or enhance the economic value of its investments on behalf of its clients. Lindsell Train has appointed Glass Lewis to aid the administration of proxy voting and provide additional support in this area. However, the Investment Team maintains decision making responsibility based on its detailed knowledge of the investee companies. It is Lindsell Train's policy to exercise all voting rights which have been delegated to Lindsell Train by its clients.

Voting record for companies held in Finsbury Growth & Income Trust PLC:

	Proposals	Management Shareholder Proposals	Total Proposals
With Management	382	3	385
Against Management	0	0	0
Abstain	0	1	1
Totals	382	4	386

Source: Glass Lewis. 1 October 2023 – 30 September 2024.

Votes against management and abstentions have typically been in the low single-digit range. As mentioned above, the main reason for this is that our long-term approach to investment generally leads us to be supportive of company management. Furthermore, it is Lindsell Train's aim to be invested in 'exceptional' companies with strong corporate governance and hence it ought to be rare that Lindsell Train finds itself in a position where it is voting against management.

During Q2 2024, Lindsell Train abstained on a shareholder proposal for Mondelez, proposing an independent chair. In general, Lindsell Train has a preference for chairs to be independent, though we sympathise with management's view that the existing set-up is appropriate for the business. As a result, we decided to abstain on this resolution rather than vote against.

FURTHER INFORMATION

2024 – ESG HIGHLIGHTS AT LINDSELL TRAIN

• Improved United Nations Principles for Responsible Investment scorecard ("PRI") – Lindsell Train received the PRI's updated 2023 scorecard in Q1 2024, which shows that Lindsell Train has scored 4/5 in all three relevant categories. This improved scorecard reflects on its enhanced efforts as a company to continue to integrate stewardship and responsible investment into its investment decision making, reporting and governance activities.
• Enhanced ESG Training Lindsell Train recognises the importance of ongoing training for all employees and importantly the Investment Team and ESG Committee. In October 2023 and July 2024 Lindsell Train hosted workshops for all staff and were extremely grateful to have been supported by two portfolio companies, Burberry and Heineken.
• Strengthened commitment to the abolishment of Modern Slavery – Lindsell Train updated its Responsible Investment and Engagement Policy to specifically reflect on this commitment and have strengthened its partnership with CCLA and other members of Find It, Fix It, Prevent it.
• Formalised its Engagement Framework including the Engagement Policy – this was finalised in Q2 2024.
• Additional TCFD reporting Lindsell Train's TCFD Entity and Product reports were published on its website ahead of the FCA deadline in Q2 2024.
• Added dedicated ESG resource Lindsell Train welcomed Azjin Ali to the team as Responsible Investment Lead in Q3 2024. Prior to joining Lindsell Train, Azjin worked at Aon as an Associate Investment Consultant and Head of Biodiversity. Madeline Wright continues in her role as Head of Investment ESG, coordinating the investment team's work on ESG.
• Continued partnership with UpReach culminated with Lindsell Train's hosting of its annual intern day in August 2024, which had 11 UpReach associates attended. The session included presentations from all departments at Lindsell Train, helping those in attendance to learn about asset management and how Lindsell Train approaches the investment challenge.

INTEGRITY AND BUSINESS ETHICS

The Company is committed to carrying out business in an honest and fair manner. The Board has adopted a zerotolerance approach to instances of bribery and corruption. Accordingly, it expressly prohibits any Director or associated persons when acting on behalf of the Company from accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private, in the United Kingdom or abroad to secure any improper benefit from themselves or for the Company.

The Board applies the same standards to its service providers in their activities for the Company.

A copy of the Company's Anti Bribery and Corruption Policy can be found in the Board and Policies section of the Company's website. The policy is reviewed annually by the Audit Committee.

In response to the implementation of the Criminal Finances Act 2017, the Board adopted a zero-tolerance approach to the criminal facilitation of tax evasion. A copy of the Company's policy on preventing the facilitation of tax evasion can be found in the Board and Policies section of the Company's website. The policy is reviewed annually by the Audit Committee.

In carrying out its activities, the Company aims to conduct itself responsibly, ethically and fairly, including in relation to social and human rights issues. As an investment company with limited internal resource, the Company has little impact on the environment. The Company believes that high standards of ESG make good business sense and have the potential to protect and enhance investment returns. Consequently, the Portfolio Manager's investment criteria ensure that ESG and ethical issues are taken into account and best practice is encouraged. The Board's expectations are that its principal service providers have appropriate governance policies in place.

COMPANY PROMOTION

The Company has appointed Frostrow to promote the Company's shares to professional investors in the UK and Ireland. As investment company specialists, the Frostrow team provides a continuous, proactive marketing and investor relations service that aims to promote the Company by encouraging demand for the shares.

MANAGEMENT ARRANGEMENTS

Alternative Investment Fund Manager ("AIFM")

Under the terms of its AIFM agreement with the Company, Frostrow provides, inter alia, the following services:

• oversight of the portfolio management function delegated to Lindsell Train;
• promotion of the Company;
• investment portfolio administration and valuation;
• risk management services;
• share price discount and premium management;
• administrative and company secretarial services;
• advice and guidance in respect of corporate governance requirements;
• maintenance of the Company's accounting records;
• maintenance of the Company's website;
• preparation and publication of annual reports, half year reports and monthly fact sheets; and
• ensuring compliance with applicable legal and regulatory requirements.

The AIFM Agreement may be terminated by either party on giving notice of not less than 12 months.

Portfolio Manager

Lindsell Train, as delegate of the AIFM, is responsible for the management of the Company's portfolio of investments under an agreement between it, the Company and Frostrow (the "Portfolio Management Agreement").

Under the terms of its Portfolio Management Agreement, Lindsell Train provides, inter alia, the following services:

• seeking out and evaluating investment opportunities;
• recommending the manner by which monies should be invested, realised or retained;
• advising on how rights conferred by the investments should be exercised;
• analysing the performance of investments made; and
• advising the Company in relation to trends, market movements and other matters which may affect the investment objective and policy of the Company.

The Portfolio Management Agreement may be terminated by either party on giving notice of not less than 12 months.

Annual Fees

FEES ON THAT PART OF MARKET CAP	AIFM	PORTFOLIO MANAGER
≤ £1 bn	0.15%	0.45%
Between £1 bn - £2 bn	0.135%	0.405%
£2 bn +	0.12%	0.36%

Performance Fees

The Company does not pay performance fees.

AIFM AND PORTFOLIO MANAGER EVALUATION AND RE-APPOINTMENT

The performance of Frostrow as AIFM and Lindsell Train as Portfolio Manager is continuously monitored by the Board with a formal evaluation being undertaken each year. As part of this process the Board monitors the services provided by the AIFM and the Portfolio Manager as well as receiving regular reports and views from them. The Board has also considered the assessment carried out by the AIFM as required by the FCA's Consumer Duty obligations, that the Company's Shares provide fair value. It also receives comprehensive long-term performance measurement reports to enable it to determine whether or not the performance objective set by the Board has been met.

Following a review at the Board meeting in September 2024, the Board considers that the continuing appointment of Frostrow and Lindsell Train, under the terms described above, is in the best interests of the Company's Shareholders. In coming to this decision, it took into consideration the following additional reasons:

• the quality and depth of experience of the company secretarial, administrative and marketing team that the AIFM brought to the management of the Company; and
• the quality and depth of experience that the Portfolio Manager brought to the management of the portfolio, the clarity and rigour of the investment process, consideration of ESG targets, the high degree of engagement with portfolio companies on ESG matters, the level of past long-term performance of the portfolio in absolute terms and also by reference to the benchmark index.

Depositary

The Bank of New York Mellon (International) Limited (the "Depositary") acts as the Company's depositary in accordance with the AIFMD on the terms and subject to the conditions of the depositary agreement between the Company, Frostrow and the Depositary (the "Depositary Agreement"). Under the terms of the Depositary Agreement the Company pays the Depositary a fee between 0.007% and 0.008% of net assets.

The Depositary provides the following services:

• responsibility for the safe-keeping of custodial assets of the Company;
• verification and maintenance of a record of all other assets of the Company;
• the collection of income that arises from those assets;
• taking reasonable care to ensure that the Company is managed in accordance with the AIFMD, the Investment Funds Sourcebook and the Company's instrument of incorporation, in relation to the calculation of the net asset value per share and the application of income of the Company; and

• monitoring the Company's compliance with investment restrictions and leverage limits set by the Board and the AIFM.

In accordance with the AIFM Rules the Depositary acts as global custodian and may delegate safekeeping to one or more global sub-custodians. The Depositary has delegated safekeeping of the assets of the Company to The Bank of New York Mellon SA/NV and/or The Bank of New York Mellon (The Global Sub-custodians).

As at the date of this report, the applicable active subcustodians appointed by the Depositary who might be relevant for the purposes of holding the Company's investments are:

COUNTRY	NAME OF SUB-CUSTODIAN REGULATOR
The Netherlands	The Bank of New York Mellon SA/NV	Financial Services and Markets Authority, Belgium
United States of America	The Bank of New York Mellon, New York	US Securities and Exchange Commission
France	The Bank of New York Mellon SA/NV	The Autorité des Marchés Financiers

Custodian

The Global Sub-Custodians' safekeeping fees are charged according to the jurisdiction in which the holdings are based. The majority of the Company's assets attract a custody fee of 0.0033% of their market value. Variable transaction fees are also chargeable.

The Depositary Agreement may be terminated by either party on giving notice of not less than 90 days.

On behalf of the Board

Simon Hayes Chairman

3 December 2024

Board of Directors

The Board of Directors supervises the management of Finsbury Growth & Income Trust PLC and looks after the interests of Shareholders. The re-election of Directors is sought annually at the Annual General Meeting.

The Directors of the Company are set out below, all of whom were in office during the year and up to the date of signing the Financial Statements.

SIMON HAYES Chairman

Simon Hayes has served on the Board since 29 June 2015 and was appointed as Chairman with effect from 17 February 2021. Simon was Chairman of Peel Hunt Limited until July 2022. He joined Peel Hunt in 1993 and was appointed Head of Corporate Finance in 2003, Chief Executive in 2006 and Chairman in 2016.

Number of shares held*	200,000
Annual Remuneration*	£43,000
Shared directorships with other Directors	None

SANDRA KELLY, ACA Chair of the Audit Committee and Senior Independent Director

Sandra Kelly has served on the Board since 9 October 2019. A Chartered Accountant, she was formerly Finance Director of the Canal & River Trust. Prior to that she spent eight years as Finance Director at NHBC (National House-Building Council). She is a Trustee of the Land Trust. She previously held senior finance positions in the commercial sector, most notably for BMW GB.

8,096
£35,000
None

JAMES ASHTON Non-Executive Director

James Ashton has served on the Board since 14 October 2020. James is Chief Executive of the Quoted Companies Alliance, a membership body which represents the interests of small and mid-sized publicly traded companies with government, regulators and the media. He is the author of several business books and chairs Oscar's Book Prize, the annual search for the UK's best picture book. James was City Editor and Executive Editor of the Evening Standard and Independent titles and before that City Editor of the Sunday Times.

Number of shares held*	1,575
Annual Remuneration*	£28,500
Shared directorships with other Directors	None

All members of the Board are Non-Executive and serve as members of the Audit Committee. *Information as at 30 September 2024

INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS

KATE CORNISH-BOWDEN Non-Executive Director

Kate Cornish-Bowden has served on the Board since 26 October 2017. Kate was formerly a Fund Manager for Morgan Stanley where she was Managing Director and head of the global core equity team. Kate is a Non-Executive Director and Chair of the Audit Committee at CC Japan Income & Growth Trust plc, the Non-Executive Chairman of International Biotechnology Trust plc and a Non-Executive Director and the Senior Independent Director of European Assets Trust PLC. She was formerly a Non-Executive Director and Senior Independent Director at Schroder Oriental Income Fund Limited.

Number of shares held*	10,200
Annual Remuneration*	£28,500
Shared directorships with other Directors	None

PARS PUREWAL, FCA Non-Executive Director

Pars Purewal has served on the Board since 28 November 2022. Pars has broad investment sector experience gained over a 38-year career at PricewaterhouseCoopers LLP, including 25 years as Partner across the business' Audit and Advisory, People, Sales and UK Asset Management teams. Pars is a Fellow of the Institute of Chartered Accountants in England and Wales, the Chair of Royal London Asset Management Limited, a Non-Executive Director on the boards of The Royal London Mutual Insurance Society Limited and The Law Debenture Corporation plc. He was formerly on the boards of Brewin Dolphin Holdings PLC, Federated Hermes Limited and Beyond Food Foundation.

Number of shares held*	17,802
Annual Remuneration*	£28,500
Shared directorships with other Directors	None

LORNA TILBIAN Non-Executive Director

Lorna Tilbian has served on the Board since 26 October 2017. Lorna is a Non-Executive Director and Senior Independent Director of Premier Foods plc, ProVen VCT plc and a Non-Executive Director of Rightmove plc where she chairs the Remuneration Committee. Lorna is also Chair of Dowgate Capital Ltd. She was formerly an Executive Director of Deutsche Numis, a Non-Executive director of Euromoney Institutional Investor PLC, Jupiter UK Growth Investment Trust PLC and M&C Saatchi PLC, a Director of Dowgate Wealth Ltd, WestLB Panmure Limited and S G Warburg Securities.

Number of shares held*	11,500
Annual Remuneration*	£28,500
Shared directorships with other Directors	None

All members of the Board are Non-Executive and serve as members of the Audit Committee. *Information as at 30 September 2024

Report of the Directors

The Directors present this Annual Report on the affairs of the Company, together with the audited Financial Statements and the Independent Auditors' Report for the year ended 30 September 2024.

In accordance with the requirement for the Directors to prepare a Strategic Report and an enhanced Directors' Remuneration Report for the year ended 30 September 2024, the following information is set out in the Strategic Report:

• a review of the Company including details about its objective, strategy and business model;
• future developments, details of the principal risks and uncertainties associated with the Company's activities (including the Company's financial risk management objectives and policies); and
• information regarding community, social, employee, human rights and environmental issues.

Information about Directors' interests in the Company's ordinary shares is included within the Directors' Remuneration Report on page 58.

The Corporate Governance Statement beginning on page 45 forms part of this Directors' Report.

BUSINESS AND STATUS OF THE COMPANY

The Company is registered as a public limited company in Scotland (Registered Number SC013958) and is an investment company within the terms of Section 833 of the Companies Act 2006. The Company is a closed-ended investment company incorporated as a public limited company and is an AIF, pursuant to the AIFMD Rules and the EU AIFM Directive, whose ordinary shares are admitted to the closed-ended investment funds category of the Official List of the FCA and traded on the main market of the London Stock Exchange.

The Company carries on its business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010. This approval relates to accounting periods commencing on or after 1 February 2012. The Directors are of the opinion that the Company has conducted its affairs so as to be able to retain such approval.

RESULTS AND DIVIDENDS

The Return on Ordinary Shares after taxation is shown on page 72. Details of the Company's dividend record can be found on pages 3, 4 and 18.

LOAN FACILITY

As at 30 September 2024, the Company was in the second year of its three-year secured fixed term revolving credit facility (the "facility") of £60 million with Bank of Nova Scotia, London Branch ("Scotiabank"). There is an additional £40 million facility available if required. As at 30 September 2024 a total of £29.2 million was drawn down from this facility (2023: £36.7 million) which equates to gearing of 0.7%.

DIRECTORS

The current Directors of the Company are listed on pages 38 and 39, all of whom served as Directors of the Company during the year and up to the date of signing the Annual Report.

All members of the Board are Non-Executive. None of the Directors has any other connection with the Portfolio Manager or is employed by or is an officer of any of the companies in which the Company holds an investment or any of the Company's service providers, with the exception of Lorna Tilbian who is a Non-Executive director of Rightmove plc.

Directors' Conflicts of Interest

Directors report on actual or potential conflicts of interest at each Board meeting. Any Director with a conflict would be excluded from any related discussion.

Directors' & Officers' Liability Insurance Cover

Directors' and officers' liability insurance cover was maintained by the Company during the year. It is intended that this policy will continue for the year ending 30 September 2025 and subsequent years.

Directors' Indemnity

During the year under review and to the date of this report, indemnities were in force between the Company and each of its Directors under which the Company has agreed to indemnify each Director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out their role as a Director of the Company. The Directors are also indemnified against the costs of defending any criminal or civil proceedings or any claim by the Company or a regulator as they are incurred. Where the defence is unsuccessful the Director must repay those defence costs to the Company. The indemnities are qualifying third party indemnity provisions for the purposes of the Companies Act 2006.

A copy of each deed of indemnity is available for inspection at the Company Secretary's offices during normal business hours and will be available at the Annual General Meeting.

Directors' Fees

Reports on Directors' Remuneration and also the Directors' Remuneration Policy are set out on pages 53 and 54.

Appointment and Replacement of Directors

Unless otherwise determined by the Company by ordinary resolution, the number of Directors shall not be less than three.

Directors' (and Other Senior Individuals) Interests

The beneficial interests in the Company of the Directors, of Nick Train, the individual with responsibility for managing the Company's portfolio at Lindsell Train, and of Alastair Smith, Managing Partner at Frostrow, and of the persons closely associated with them, are set out on page 58 of this Annual Report.

As part of the Company's commitment to transparency, in May 2022 the Board took the decision to disclose details of transactions in the Company's shares by Nick Train.

CAPITAL STRUCTURE

The Company's capital structure is composed solely of Ordinary Shares. Details are given in note 13 to the Financial Statements on page 85.

Details of the voting rights in the Company's shares at the date of this Annual Report are given in note 9 to the Notice of the Annual General Meeting.

Details of the substantial Shareholders in the Company are listed on page 42.

The giving of powers to issue or buy-back the Company's shares requires the relevant resolution to be passed by Shareholders. Proposals for the renewal of the Board's current powers to issue and buy-back shares are detailed within the Notice of the Annual General Meeting.

The majority of the shares available under this buy-back authority were bought back during the year and the Company held a General Meeting on 23 August 2024 where shareholder authority was obtained to buy-back a further 25,779,973 shares on the same basis.

There are no restrictions concerning the transfer of securities in the Company; no special rights with regards to control attached to securities; no restrictions on voting rights; no agreements between holders of securities regarding their transfer known to the Company; and no agreements to which the Company is party that might affect its control following a successful takeover bid.

Authority To Issue and Purchase Own Shares

On 7 August 2024, the Company's share premium account of £1.1 billion was cancelled, in order to provide the Company with additional distributable reserves, which can be used in the future for all permitted purposes, including, if required, to fund share buy-backs or other returns of capital in accordance with applicable law.

It is intended that a special resolution will be proposed to grant the Company authority to purchase its own shares, so as to permit the purchase of up to 23,654,851 of the Company's ordinary shares (or such other number of shares as is equal to 14.99% of the total number of ordinary shares in issue at the date of the passing of the resolution) subject to the constraints set out in the special resolution. The Directors intend to use this authority to purchase shares only if this would result in an increase in net asset value per share and would be in the best interests of Shareholders generally. Ordinary shares which are purchased under this authority may be held in Treasury or cancelled.

The Company has adopted a buy-back policy whereby the Company will buy-back shares as described above when the share price discount to the net asset value per share approaches 5%. Treasury shares can be sold back to the market at a later date at a premium to the cum income net asset value per share. The Company's share issuance policy allows the issuance of new shares at a small premium to the net asset value per share on a regular basis acting as a premium management tool. A detailed description of this policy can be found on the Company's website. During the year 36,801,766 shares were bought back into Treasury (2023: 11,218,558).

Between 1 October 2024 and 2 December 2024, the Company bought back a further 9,913,457 shares into Treasury.

The benefits to Shareholders of these policies are:

• The volatility of the Company's share price discount is minimised;
• The absolute level of the Company's share price discount is minimised;
• It is accretive to net asset value per share to the benefit of existing Shareholders; and
• The Company's long-term prospects are preserved in that Shareholders with a longer-term investment horizon are attracted to the shareholder register.

The Directors believe that granting the Board authority to purchase shares, as detailed above, is in the best interests of Shareholders as a whole and therefore recommend that Shareholders vote in favour of this resolution.

Voting Rights

Subject to any rights or restrictions attached to any shares, on a show of hands, every member who is present in person has one vote and every proxy present who has been duly appointed has one vote. However, if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and is instructed by one or more of those members to vote for the resolution and by one or more others to vote against it, or is instructed by one or more of those members to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use that discretion to vote in the other way) he or she has one vote for and one vote against the resolution. Every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation. On a poll, every member present in person or by duly appointed proxy or corporate representative has one vote for every share of which they are the holder or in respect of which their appointment as proxy or corporate representative has been made.

A member, proxy or corporate representative entitled to more than one vote need not, if they vote, use all their votes or cast all the votes they use the same way. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members. A member is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at a meeting of the Company.

The appointment of a proxy shall be deemed also to confer authority to demand or join in demanding a poll. Delivery of an appointment of a proxy shall not preclude a member from attending and voting at the meeting or at any adjournment of it. A proxy need not be a member. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them.

Share Capital

At the Annual General Meeting held on 23 January 2024, authority to allot up to 19,600,842 shares on a non pre-emptive basis at prices not less than the higher of the prevailing cum or ex income net asset value per share at the time of issuance was granted.

Further details of the resolutions concerning issuance authorities can be found in the Notice of Meeting.

No shares were issued by the Company during the year (2023: Nil).

SUBSTANTIAL SHARE INTERESTS

As at 30 September 2024 the Directors were aware of the following interests in the voting rights of the Company that were above 3% of the Company's share capital:

Holdings above 3%	No. of shares	% of Capital
Hargreaves Lansdown	18,972,819	11.3
Interactive Investor	16,892,292	10.0
RBC Brewin Dolphin	11,104,164	6.6
Rathbones	8,039,436	4.8
1607 Capital Partners	7,869,528	4.7
Evelyn Partners	7,795,322	4.6
AJ Bell	7,403,910	4.4
Investec Wealth & Investment	5,877,808	3.5
Charles Stanley	5,517,417	3.3
RBC Brewin Dolphin, Ireland	5,441,526	3.2
Nick Train	5,435,043	3.2

At 30 September 2024 the Company had 167,717,668 shares in issue (excluding 57,273,635 shares held in Treasury).

The shareholder register is principally comprised of private wealth managers and retail investors owning their shares through a variety of online platforms. A profile of the Company's ownership is shown below.

PROFILE OF THE COMPANY'S OWNERSHIP % OF SHARES HELD AT 30 SEPTEMBER 2024

BENEFICIAL OWNERS OF SHARES – INFORMATION RIGHTS

Beneficial owners of shares, such as those owning their shares through a retail platform, who have been nominated by the registered holder of those shares to receive information rights under Section 146 of the Companies Act 2006 should direct all communications to the registered holder of their shares rather than to the Company's Registrar, Link Group, or to the Company directly.

AGM

The AGM will be held on Tuesday, 28 January 2025 and full details of the meeting arrangements and the business to be transacted will be sent under separate cover to Shareholders.

Further information concerning the AGM can be found in the Chairman's Statement beginning on page 6.

The full text of the resolutions to be proposed at the AGM and an explanation of each resolution are contained in the separate Notice of Meeting. The Directors recommend that Shareholders cast their proxy votes in favour of all resolutions proposed, as they will in respect of their own holdings.

OTHER STATUTORY INFORMATION

The following information is disclosed in accordance with the Companies Act 2006:

• The rules on the appointment and replacement of directors are set out in the Company's Articles. Any change to the Articles would be governed by the Companies Act 2006.
• Subject to the provisions of the Companies Act 2006, to the Articles, and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. The powers shall not be limited by any special powers given to the Directors by the Articles and a meeting of the Directors at which a quorum is present may exercise all the powers exercisable by the Directors. The Directors' powers to issue and buy-back shares, in force at the end of the year, are recorded in the Directors' Report.

There are no agreements:

• i. to which the Company is a party that might affect its control following a takeover bid; and/or
• ii. between the Company and its Directors concerning compensation for loss of office.

UK Listing Rule 6.6.6

UK Listing Rule 6.6.6 requires the Company to include certain information, more applicable for traditional trading companies, 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.

Political Donations

The Company does not make political donations.

Global Greenhouse Gas ("GHG") Emissions for the Year Ended 30 September 2024

The Company is an investment company, with neither employees nor premises, nor has it any financial or operational control of the assets which it owns. Consequently, the Company consumed less than 40,000 kWh of energy during the year in respect of which the Directors' Report is prepared and therefore is exempt from the disclosures required under the Streamlined Energy and Carbon Reporting criteria. It has no GHG emissions to report from its operations nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013, including those within the Company's underlying investment portfolio.

Taskforce for Climate Related Financial Disclosures ("TCFD")

The Company notes the TCFD recommendations on climate related financial disclosures. The Company is an investment company and, as such, it is exempt from the UK Listing Rules requirement to report against the TCFD framework.

The Company's TCFD Product Report can be found on the Company's website together with a link to Portfolio Manager's TCFD Entity Report.

UK Sanctions

The Board has made due diligence enquiries of the service providers that process the Company's shareholder data to ensure the Company's compliance with the UK sanctions regime. The relevant service providers have confirmed that they check the Company's shareholder data against the UK sanctions list on a daily basis. At the date of this report, no sanctioned individuals had been identified on the Company's shareholder register. The Board notes that stockbrokers and execution-only platforms also carry out their own due diligence.

Independent Auditor

Following an audit tender which commenced in December 2023, a resolution to appoint Deloitte LLP as the Company's auditor and authorise the Audit Committee to determine its remuneration will be proposed at the forthcoming Annual General Meeting. Further details of the audit tender are included in the Chairman's Statement and the Report of the Audit Committee.

Statement of Disclosure of Information to the Auditors

So far as the Directors are aware, there is no relevant information (as defined in the Companies Act 2006) of which the Company's Auditors are unaware. The Directors have taken all steps they ought to have taken to make themselves aware of any relevant audit information (as defined) and to establish that the Auditors are aware of such information.

The above confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

GOING CONCERN

The Company's portfolio, investment activity, the Company's cash balances and revenue forecasts, the trends and factors likely to affect the Company's performance are reviewed and discussed at each Board meeting. The Board has considered a detailed assessment of the Company's ability to meet its liabilities as they fall due, including stress tests and reverse stress tests which modelled the effects of substantial falls in portfolio valuations and liquidity constraints on the Company's NAV, cash flows and expenses.

Based on the information available to the Directors at the date of this report, including the results of these stress tests, the conclusions drawn in the Viability Statement in the Strategic Report beginning on page 24, the Company's cash balances and access to funding, the Directors are satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months from the date of approval of this report and that, accordingly, it is appropriate to continue to adopt the going concern basis in preparing the Financial Statements.

In reaching these conclusions and those in the Viability Statement, the stress testing conducted also featured consideration of the long-term effects of the continuing uncertainty created by the increase in global inflation and rising interest rates, together with the consequences of the wars in Ukraine and the Middle East as well as subsequent long-term effects on economies and international relations.

Further information is provided in the Audit Committee report beginning on page 59.

By order of the Board

Frostrow Capital LLP Company Secretary

3 December 2024

Corporate Governance

CORPORATE GOVERNANCE STATEMENT

The Board is committed to maintaining and demonstrating high standards of corporate governance. The Board has considered the principles and recommendations of the AIC Code of Corporate Governance (the "AIC Code"). The AIC Code addresses all the principles set out in the UK Corporate Governance Code issued by the Financial Reporting Council ("FRC") (the "UK Code"), as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies.

The Board considers that reporting against the principles and recommendations of the AIC Code will provide the best information to Shareholders and the FRC has confirmed that by following the AIC Code, boards of investment companies will meet their obligations in relation to the UK Corporate Governance Code and associated disclosure requirements under paragraph 6.6.6 of the UK Listing Rules. The Corporate Governance Code can be viewed at www.frc.org.uk. The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the Corporate Governance Code to make them relevant for investment companies.

In January 2024 the FRC published a revised UK Corporate Governance Code which will apply to financial years beginning on or after 1 January 2025. The 2018 UK Code remains in place until this time. The Board will consider the updated provisions concerning internal control of both the new UK Code and the revised AIC Code in due course.

STATEMENT OF COMPLIANCE

The Company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except in relation to certain provisions relating to:

• the role of the chief executive;
• executive directors' remuneration; and
• the need for an internal audit function.

For the reasons set out in the AIC Code, and as explained in the UK Code, the Board considers these provisions are not relevant to the position of the Company as it is an externally managed investment company. In particular, all of the Company's day-today management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. Therefore, the Company has not reported further in respect of these provisions.

COMPANY

Company's Purpose, Values and Strategy

The Board assesses the basis on which the Company generates and preserves value over the long term. The Strategic Report describes how opportunities and risks to the future success of the business have been considered and addressed, the sustainability of the Company's business model and how its governance contributes to the delivery of its strategy. The Company's investment objective and investment policy are set out on pages 1 and 17. The Board's key responsibilities are to set the Company's strategy, values and standards; to provide leadership within a controls framework which enables risks to be assessed and managed; to challenge constructively and scrutinise performance of all outsourced activities; and to review regularly the contracts, performance and remuneration of the Company's principal service providers and, in particular, the Portfolio Manager.

Board Committees

The Directors have decided that, given the size of the Board, it is unnecessary to form separate Remuneration and Nomination Committees; the duties that would ordinarily fall to those Committees are carried out by the Board as a whole.

The Audit Committee

The Audit Committee's key responsibilities are to monitor the integrity of the Annual Report and Financial Statements; to oversee the risk and control environment and financial reporting; and to review the performance of the Company's external auditor.

All Independent non-executive Directors are members of the Committee. Although Simon Hayes is Chairman of the Board, in light of his continued independence and his valued contributions in Committee meetings, the Audit Committee considers it appropriate that he continues to be a member.

Copies of the full terms of reference, which clearly define the responsibilities of the Audit Committee, can be obtained from the Company Secretary. They will be available for inspection at the Annual General Meeting or at the offices of the Company Secretary and can be found in the Corporate Information section on the Company's website.

Board Meetings

Representatives of the Portfolio Manager, AIFM and Company Secretary are expected to be present at all meetings. The primary focus at Board meetings is a review of investment performance and associated matters. The Chairman encourages open debate within the Board and a supportive and co-operative relationship with the Company's AIFM, Portfolio Manager, advisers and other service providers. The table overleaf sets out the number of formal Board and Committee meetings held during the year ended 30 September 2024 and the number of meetings attended by each Director. In addition to the scheduled Board and Committee meetings, Directors attend ad hoc meetings to consider matters such as the approval of regulatory announcements, management accounts and interim dividends.

The Directors receive monthly portfolio update briefings from representatives of the Portfolio Manager and AIFM.

	Board	Audit committee
Total number of meetings	5	4
Simon Hayes	5	4
James Ashton	5	4
Kate Cornish-Bowden	5	4
Sandra Kelly	5	4
Pars Purewal	5	4
Lorna Tilbian	5	4

All of the Directors attended the Annual General Meeting in January 2024.

BOARD Role of The Board

The role of the Board is to promote the long-term sustainable success of the Company, generating value for Shareholders and contributing to wider society.

Board Leadership and Purpose

Responsibility for effective governance and for the overall management of the Company's affairs lies with the Board. The governance framework of the Company reflects the fact that as an investment company it outsources company secretarial, administration, marketing, portfolio and risk management services to Frostrow. Portfolio management is then delegated to Lindsell Train by Frostrow.

Culture

The Board seeks to establish and maintain a corporate culture characterised by fairness in its treatment of the Company's service providers, whose efforts are collectively directed towards delivering returns to Shareholders in line with the Company's purpose and objectives. It is the Board's belief that this contributes to the greater success of the Company, as well as being an appropriate way to conduct relations between parties engaged in a common purpose.

Matters Reserved For Decision By The Board

The Board has adopted a schedule of matters reserved for its decision. This includes, inter alia, the following:

• Requirements under the Companies Act 2006, including approval of the half yearly and annual financial statements, recommendation of any dividend, the appointment or removal of the Company Secretary, and determining the policy on share issuance and buy-backs.
• Matters relating to certain Stock Exchange requirements and announcements, the Company's internal controls, and the Company's corporate governance structure, policy and procedures.
• Decisions relating to the strategic objectives and overall management of the Company, including the appointment

or removal of the AIFM , Portfolio Manager and other service providers, and review of the Investment Policy.

• Matters relating to the Board and Board committees, including the terms of reference and membership of the committees, the appointment of Directors (including the Chairman) and the determination of Directors' remuneration. Day-to-day operational and portfolio management is delegated to Frostrow and Lindsell Train respectively.

The Board takes responsibility for the content of communications regarding major corporate issues, even if Frostrow or Lindsell Train acts as spokesperson. The Board is kept informed of relevant promotional material that is issued by Frostrow.

Composition, Succession and Evaluation

The Board seeks to ensure that it is well-balanced and refreshed regularly by the appointment of new directors with the skills and experience necessary, in particular, to replace those lost by directors' retirements. The Board further ensures that it is comprised of members who collectively:

• i. display the necessary balance of professional skills, experience, length of service and industry/Company knowledge; and
• ii. are fit and proper to direct the Company's business with prudence and integrity; and provide policy guidance on the structure, size and composition of the Board (and its Committee) and the identification and selection of suitable candidates for appointment to the Board (and its Committee).

The composition and skills of the Board are reviewed annually and at such other times as circumstances may require.

Board Evaluation

During September and October 2024 an external independent review of the Board, its committee and individual Directors was carried out by an independent third party, Lintstock.

The Board reviewed the report from Lintstock in November 2024 and the Chairman is leading on implementation of minimal changes recommended by the report that the Board considered should be made.

The review concluded that the Board worked in a collegiate, efficient and effective manner and did not identify any material weaknesses or concerns. The Chairman is satisfied that the structure and operation of the Board continues to be effective and relevant and that there is a satisfactory mix of skills, experience, length of service and knowledge of the Company.

The Board has considered the position of all of the Directors as part of the evaluation process and believes that it would be in the Company's best interests to propose them for re-election.

Lintstock has no other connection with the Company or the individual Directors.

Diversity Policy

The Board supports the principle of boardroom diversity and therefore the Company's Diversity Policy applies to both the Board and Audit Committee.

The Company's policy is that the Board should be comprised of directors who collectively display the necessary balance of professional skills, experience, length of service and industry knowledge and that appointments to the Board should be made on merit, against objective criteria, including diversity in its broadest sense. The objective of the policy is to have a broad range of approaches, backgrounds, skills, knowledge and experience represented on the Board. The Board believes that this will make the Board more effective at promoting the long-term sustainable success of the Company and generating value for all Shareholders by ensuring there is a breadth of perspectives among the Directors and the challenge needed to support good decision-making.

To this end achieving a diversity of perspectives and backgrounds on the Board during the year has been, and will continue to be, a key consideration in any Director search process. The gender balance of three men and three women, as at the date of the Annual Report, exceeds the requirements of the UK Listing Rules. The Board is aware that gender representation objectives have been set for FTSE 350 companies and that targets concerning ethnic diversity have been recommended. The Parker Review set a target for each FTSE 100 Board to have at least one director of colour by 2021 and for each FTSE 250 Board to have the same by 2024.

The Board will not display any bias in respect of age, gender, race, sexual orientation, religion, ethnic or national origins, disability, or educational, professional or socio-economic background in considering the appointment of its Directors.

Board Diversity

The Board is supportive of the FCA's UK Listing Rules (UKLR 6.6.6(9)) to encourage greater diversity on listed company boards and has implemented the FCA's disclosure requirements.

The Board has chosen to align its diversity reporting reference date with the Company's financial year end and proposes to maintain this alignment for future reporting periods.

The Company met the three targets on board diversity as at its chosen reference date, 30 September 2024:

• (i) at least 40% of the individuals on its board of directors are women;
• (ii) at least one of the following senior positions on its board of directors is held by a woman*:
  • (A) the chair;
  • (B) the chief executive;
  • (C) the senior independent director; or
  • (D) the chief financial officer; and
• (iii) at least one individual on its board of directors is from a minority ethnic background.

The relatively small size of the Company's Board, and therefore more infrequent vacancies and opportunities for recruitment, make achieving diversity on the Board a more challenging process. As succession planning of the Board progresses over future years, the Company will continue to strive for increased diversity on its Board of which gender and ethnicity are two important aspects. Further details on the Company's appointment process can be found under Appointments to the Board on the following page. This includes engaging recruitment agencies that sign up to recognised codes of conduct, which include principles on diversity with the aim of increasing board diversity integrated through their search processes.

As required under LR 9.8.6R(10), further detail in respect of the three targets outlined above as at 30 September 2024 is disclosed in the tables below.

	Number of Board members	Percentage of the Board	Number of senior positions on the board (Chair and SID)*
Men	3	50%	1
Women	3	50%	1
Not specified/prefer not to say	–	–	–

	Number of Board members	Percentage of the Board	Number of senior positions on the board (Chair and SID)*
White British or other White (including minority-white groups)	5	83%	2
Mixed/Multiple Ethnic Groups	–	–	–
Asian/Asian British	1	17%	–
Black/African/Caribbean/Black British	–	–	–
Other ethnic group, including Arab	–	–	–
Not specified/prefer not to say	–	–	–

* As an externally managed investment company, the Company has no executive directors, employees or internal operations. The Board has therefore excluded the columns relating to executive management from the tables above. In addition, the senior positions on the Company's Board of (B) the chief executive and (D) the chief financial officer are not applicable to the Company. In the absence of the aforementioned roles, the Board considers the Chair of the Audit Committee to also be a senior position on the Board. Sandra Kelly currently serves as both Senior Independent Director and Chair of the Audit Committee.

In order to collect the data required to fulfil the disclosures in the tables above, the Board agreed that self-reporting by the individuals concerned was the most appropriate method. The data was collected anonymously by the Company Secretary using a web-based survey where the following two questions were posed, and individuals were reminded that 'Not specified / prefer not to say' could be recorded in response:

• 1. For the purposes of the UK Listing Rules disclosures, how should you be categorised; and
• 1. Please advise your ethnicity.

There have been no changes in Board composition that have occurred between the reference date and the date on which the Annual Report was approved.

Policy on Director Tenure

The tenure of each non-executive Director, including the Chairman, is not ordinarily expected to exceed nine years.

However, the Board has agreed that the tenure of the Chairman may be extended for an agreed time provided such an extension is conducive to the Board's overall orderly succession. The Board believes that this more flexible approach to the tenure of the Chairman is appropriate in the context of the regulatory rules that apply to investment companies, which ensure that the Chairman remains independent after appointment, while being consistent with the need for regular refreshment and diversity.

Appointments to the Board

The rules governing the appointment and replacement of Directors are set out in the Company's Articles of Association and the aforementioned succession planning policy. Where the Board appoints a new Director during the year or after the year end and before the notice of annual general meeting is published, that Director will stand for election by Shareholders at the next Annual General Meeting.

When considering new appointments, the Board endeavours to ensure that it has the capabilities required to be effective and oversee the Company's strategic priorities. This will include an appropriate range, balance and diversity of skills, experience and knowledge. The Company is committed to ensuring that any vacancies arising are filled by the best qualified candidates.

Subject to there being no conflict of interest, all Directors are entitled to vote on candidates for the appointment of new Directors and to recommend to Shareholders the re-election of Directors at the Annual General Meeting. The Chairman will not chair the meeting when the Board is dealing with the appointment of his successor.

Induction/Development

New appointments to the Board are provided with a full induction programme. The programme covers the Company's investment strategy, policies and practices. New Directors are also given key information on the Company's regulatory and statutory requirements as they arise including information

on the role of the Board, matters reserved for its decision, the terms of reference for the Board committee, the Company's corporate governance practices and procedures and the latest financial information. Following their appointment, Directors are encouraged to participate in training courses where appropriate.

Division of Responsibilities

Responsibilities of the Chairman

The Chairman's primary role is to provide leadership to the Board, assuming responsibility for its overall effectiveness in directing the company. The Chairman is responsible for:

• ensuring that the Board is effective in its task of setting and implementing the Company's direction and strategy, taking the chair at general meetings and Board meetings, conducting meetings effectively and ensuring all Directors are involved in discussions and decision-making;
• setting the agenda for Board meetings and ensuring the Directors receive accurate, timely and clear information for decision-making;
• taking a leading role in determining the Board's composition and structure, overseeing the induction of new Directors and the development of the Board as a whole, leading the annual board evaluation process and assessing the contribution of individual Directors;
• supporting and also challenging the AIFM and the Portfolio Manager (and other suppliers where necessary) ensuring effective communications with Shareholders and, where appropriate, other stakeholders; and
• engaging with Shareholders to ensure that the Board has a clear understanding of shareholder views.

Responsibilities of the Senior Independent Director ("SID")

The SID serves as a sounding board for the Chairman and acts as an intermediary for the other Directors and the Shareholders. The SID is responsible for:

• working closely with the Chairman and providing support;
• leading the annual assessment of the performance of the Chairman;
• holding meetings with the other non-executive Directors without the Chairman being present, on such occasions as necessary;
• carrying out succession planning for the Chairman's role;
• working with the Chairman, other Directors and Shareholders to resolve major issues; and
• being available to Shareholders and other Directors to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication (i.e. through the Chairman or the Portfolio Manager).

Company Secretary

The Directors have access to the advice and services of a specialist company secretary, who is responsible for advising the Board on all governance matters. The Company Secretary ensures governance

procedures are followed and that the Company complies with applicable statutory and regulatory requirements.

Directors' Interests

The beneficial interests of the Directors in the Company are set out on page 58.

Directors' Independence

As at the date of the Annual Report, the Board consists of six non-executive Directors, each of whom is independent of Frostrow and Lindsell Train. No member of the Board has been an employee of the Company, Frostrow, Lindsell Train or any of its service providers. Accordingly, the Board considers that all the Directors are independent and there are no relationships or circumstances which are likely to affect or could appear to affect their judgement.

The Chairman is entitled to a seat on the board of the Company's AIFM by virtue of the Company's minority partnership interest in Frostrow. It is a non-executive position and therefore the Board does not believe that this compromises his independence from the Company. At this time the Board has decided the Chairman will not take a seat on the board of Frostrow, but continues to receive updates on the business as part of the review of Frostrow's valuation.

Directors' Other Commitments

Each of the Directors assessed the overall time commitment of their external appointments and it was concluded that they have sufficient time to discharge their duties. When appointing new Directors, the Board takes into account other demands on the Directors' time. Any additional external appointments are not undertaken without prior approval of the Board.

Independent Professional Advice

The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may seek independent professional advice at the Company's expense.

RISK AND INTERNAL CONTROL

The Statement of Directors' Responsibilities on page 52 describes the Directors' responsibility for preparing this report.

The Audit Committee Report, beginning on page 59, explains the work undertaken to allow the Directors to make this statement and to apply the going concern basis of accounting. It also sets out the main roles and responsibilities as well as the work of the Audit Committee and describes the Directors' review of the Company's risk management and internal control systems.

A description of the principal risks facing the Company and an explanation of how they are being managed is provided in the Strategic Report on pages 20 to 24.

An overview of the Internal Controls structure of the Company and its service providers is shown overleaf.

INTERNAL CONTROLS STRUCTURE

The Board has responsibility for establishing and assessing internal controls to ensure the Company operates effectively, efficiently and within the risk appetite set by the Board. As the Company relies on third party service providers for all of its operations, it obtains regular reports from these counterparties on the nature and effectiveness of controls within these organisations.

The Company's principal service providers are the Portfolio Manager, Lindsell Train Limited, the AIFM, Company Secretary and Administrator, Frostrow Capital LLP, and its depositary and custodian, Bank of New York Mellon. The Board receives regular reporting on compliance with the control environment and assesses the effectiveness of the internal controls through review of the assurance reports from each of these organisations.

In addition, the Company retains a number of secondary providers who report to the Board. These include the registrar, broker and financial adviser. The services provided by these firms are not integral to the Company's operating model and internal controls and so the reporting they provide to the Board on their operations is less extensive.

The Audit Committee formally evaluates the performance and service delivery of all third party service providers at least annually and the performance of the Company's external auditor annually, following the completion of the annual audit process.

Secondary third party service providers The Directors

^l receive ad hoc reporting on their activities at meetings.

Link Group

^l Presentation from the Depositary and Custodian (annually)

(Registrar)

l Effectiveness of control environment (annually)

Winterflood Securities Limited

(Corporate Broker)

^l Effectiveness of control environment (annually)

STAKEHOLDERS

Reporting on Engagement with Stakeholders

The AIC Code requires directors to explain their statutory duties as stated in Sections 171–177 of the Companies Act 2006. Under Section 172, directors have a duty to promote the success of the Company for the benefit of its members as a whole and in doing so have regard to the consequences of any decisions in the long term, as well as having regard to the Company's stakeholders amongst other considerations.

The Board's report on its compliance with Section 172 of the Companies Act 2006 is contained within the Strategic Report on pages 25 to 28.

Nominee Share Code

Where shares in the Company are held via a nominee company, the Company undertakes:

• to provide the nominee company with multiple copies of shareholder communications, so long as an indication of quantities has been provided in advance; and
• to allow investors holding shares through a nominee company to attend general meetings.

Nominee companies are encouraged to provide the necessary authority to underlying Shareholders to attend the Company's Annual General Meeting and vote via proxy.

ANNUAL GENERAL MEETING

The Annual General Meeting will be held at 12 noon on Tuesday, 28 January 2025. The formal notice of the Annual General Meeting is set out in the accompanying circular to Shareholders, together with explanations of the resolutions and arrangements for the meeting.

By order of the Board

Frostrow Capital LLP

Company Secretary 3 December 2024

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 prepared the Company's Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

Under company law the Directors must not approve the Financial Statements 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 the Financial Statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the Financial Statements;
• make judgements and accounting estimates that are reasonable and prudent; 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 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.

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 and the Directors' Remuneration Report comply with the Companies Act 2006.

WEBSITE PUBLICATION

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website.

Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors.

The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

RESPONSIBILITY STATEMENT

The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, understandable and provide the information necessary for Shareholders to assess the Company's position, performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the 'Board of Directors' section on pages 38 and 39, confirms that, to the best of their knowledge:

• the Company's Financial Statements, which have been prepared in accordance with United Kingdom Accounting Standards give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
• 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 risks and uncertainties that it faces.

Approved by the Board of Directors and signed on its behalf by

Simon Hayes Chairman

3 December 2024

Note to those who access this document by electronic means:

The Annual Report for the year ended 30 September 2024 has been approved by the Board of Finsbury Growth & Income Trust PLC. Copies of the Annual Report are circulated to Shareholders and, where possible to potential investors. It is also made available in electronic format for the convenience of readers. Printed copies are available from the Company Secretary's office in London.

FURTHER INFORMATION

Directors' Remuneration Policy

The Company follows the recommendations of the AIC Code that Directors' remuneration should reflect their duties, responsibilities and the value of their time spent. The Board's policy is that the remuneration of the Directors should reflect the experience of the Board as a whole, and is determined with reference to comparable organisations and appointments. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe that this is appropriate for non-executive Directors. This policy is reviewed annually and it is intended that it will continue for the year ending 30 September 2025 and for subsequent financial years.

Shareholder approval of the Directors' Remuneration Policy was last sought at the AGM held in January 2023. The result in respect of the resolution was as follows:

Remuneration policy	VOTES CAST FOR	VOTES CAST AGAINST	VOTES WITHHELD*
Votes cast	86,434,157	149,590	79,223
% of votes cast	99.83%	0.17%	–

* Votes withheld are not votes by law and are therefore not counted in the calculation of votes for or against a resolution

The fees for the Directors are determined within the limits set out in the Company's Articles of Association, the maximum aggregate limit currently being £300,000 per annum, and Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits.

Directors are entitled to claim reasonable expenses from the Company in relation to the performance of their duties. The current and projected Directors' fees for 2025 are shown in the following table. The Company does not have any employees.

	DATE OF APPOINTMENT TO THE BOARD	PROJECTED FEES YEAR ENDING 30 SEPTEMBER 2025	CURRENT FEES YEAR ENDED 30 SEPTEMBER 2024
Simon Hayes (Chairman)*	29 June 2015	£14,548	£43,000
James Ashton	14 October 2020	£30,000	£28,500
Kate Cornish-Bowden	26 October 2017	£30,000	£28,500
Sandra Kelly (Chair of the Audit Committee and SID)	9 October 2019	£36,500	£35,000
Pars Purewal**	28 November 2022	£40,044	£28,500
Lorna Tilbian	26 October 2017	£30,000	£28,500
		£181,092	£192,000

* Simon Hayes will retire from the Board at the conclusion of the AGM to be held on 28 January 2025

** Pars Purewal will be appointed as Chairman at the conclusion of the AGM to be held on 28 January 2025

The current level of Directors' fees will not be reviewed until at least September 2025. Any new Director being appointed to the Board who has not been appointed as either Chairman of the Board or as the Chair of the Audit Committee will, under the current level of fees, receive £30,000 per annum.

DIRECTORS' REMUNERATION YEAR ENDED 30 SEPTEMBER 2024

None of the Directors has a service contract. The terms of their appointment provide that Directors shall retire and be subject to election at the first Annual General Meeting after their appointment and to re-election annually thereafter. The terms also provide that a Director may be removed without notice and that compensation will not be due on leaving office. The terms and conditions of the Directors' appointments are set out in formal letters of appointment which are available for review on request from the Company Secretary at cosec@frostrow.com and will be available for 15 minutes before, and during, the forthcoming AGM.

CONSIDERATION OF SHAREHOLDERS' VIEWS

In accordance with best practice recommendations the Board will put the Remuneration Policy to Shareholders at the Annual General Meeting at least once every three years. Approval of this policy was last granted by Shareholders at the Annual General Meeting held in January 2023 and approval will be sought accordingly at the Annual General Meeting to be held in 2026.

Any feedback received from Shareholders is considered as part of the Board's annual review of remuneration. In respect of the year under review no feedback has been received from Shareholders in relation to remuneration.

Directors' Remuneration Report

STATEMENT BY THE CHAIRMAN OF THE BOARD

On behalf of the Board, I am pleased to present the Directors' Remuneration Report to Shareholders.

This report has been prepared in accordance with the requirements of Section 421 of the Companies Act 2006 and the Enterprise and Regulatory Reform Act 2013. An Ordinary Resolution for the approval of this report will be put to Shareholders at the Company's forthcoming Annual General Meeting. The Directors' Remuneration Policy, which is separate to this report, can be found on pages 53 and 54.

The law requires the Company's Auditors to audit certain disclosures within this report. Where disclosures have been audited they are indicated as such and the Auditors' opinion is included in their report to members on pages 64 to 71.

Due to the Company's size and to avoid the need to establish a separate Remuneration Committee, the Company's remuneration function is carried out by the full Board under my Chairmanship. The Board considers the framework for the remuneration of the Directors on an annual basis. It reviews the ongoing appropriateness of the Company's remuneration policy and the individual remuneration of Directors by

reference to the activities of the Company and comparison with other companies of a similar structure and size. This is in line with the AIC Code.

The Directors exercise independent judgement and discretion when authorising remuneration outcomes, taking into account the Company's performance together with wider circumstances.

The Board considers the level of Directors' fees annually. At the most recent review held in September 2024, it was agreed that the Directors' fees with effect from 1 October 2024 would be as follows:

The Chairman - £44,500 (2023: £43,000)

The Chair of the Audit Committee - £36,500 (2023: £35,000)

Other Directors - £30,000 (2023: £28,500).

No advice from remuneration consultants was received during the year although a review of remuneration of the Company's peer group of investment companies was undertaken by the Board.

The following table shows the remuneration components for each Board Role.

COMPONENT	2024 ANNUAL RATE (£)	2023 ANNUAL RATE (£)*	PURPOSE AND OPERATION
Basic Annual Fee: Each Director	£30,000	£28,500	In recognition of the time and commitment required by Directors of public companies as well as the responsibilities of the role. The basic fee is reviewed against fees paid by peer companies to ensure that it reflects fair and adequate compensation for the role.
Additional Fee: Chairman of the Board	£14,500	£14,500	For the additional time, commitment and responsibility required on the Company's business issues; and providing leadership as Chairman of the Board.
Additional Fee: Chair of the Audit Committee	£6,500	£6,500	For the greater time required on the financial and reporting affairs of the Company.
Additional Fee: Each Director	Variable	Variable	In the event that the Company undertakes a complex or large project, such additional fee as will fairly compensate for the additional time and commitment required by a Director.
Expenses: Each Director	Variable	Variable	Reimbursement of expenses properly incurred by Directors in attending meetings and/or otherwise in the performance of their duties to the Company.

* The 2023 remuneration components were approved with effect from 1 October 2023.

Directors' Fees

The Directors are remunerated exclusively by fixed fees and do not receive bonus payments, pension contributions or other benefits from the Company. Directors are not offered options to acquire shares in the Company.

All Directors are entitled to the reimbursement of reasonable out of pocket expenses incurred by them in order to perform their duties as directors of the Company.

As noted in the Strategic Report, all of the Directors are non-executive and therefore there is no Chief Executive Officer ("CEO"). The Company does not have any employees. There is therefore no CEO or employee information to disclose.

No payments were made to former Directors of the Company.

At the last AGM held in January 2024 the result in respect of the resolution to approve the Directors' Remuneration Report was as follows:

Remuneration report	VOTES CAST FOR	VOTES CAST AGAINST	VOTES WITHHELD*
Votes cast	80,902,238	184,178	169,856
% of votes cast	99.77%	0.23%	–

* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against" a resolution.

Shareholder approval of the Directors' Remuneration Report will be sought again at the AGM to be held in January 2025.

Directors' remuneration for the year ended 30 September 2024 (audited)

	DATE OF APPOINTMENT	FEES 2024	TAXABLE† BENEFITS 2024	TOTAL FEES 2024	FEES 2023	TAXABLE† BENEFITS 2023	TOTAL FEES 2023
Simon Hayes	29 June 2015	£43,000	-	£43,000	£41,000	–	£41,000
James Ashton	14 October 2020	£28,500	-	£28,500	£27,000	–	£27,000
Kate Cornish-Bowden	26 October 2017	£28,500	-	£28,500	£27,000	–	£27,000
Sandra Kelly	9 October 2019	£35,000	-	£35,000	£33,000	–	£33,000
Pars Purewal	28 November 2022	£28,500	-	£28,500	£22,812	–	£22,812
Lorna Tilbian	26 October 2017	£28,500	-	£28,500	£27,000	–	£27,000
		£192,000	-	£192,000	£177,812	–	£177,812

† Taxable expenses primarily comprise travel and associated expenses incurred by the Directors in attending Board and Committee meetings in London

Fees have been pro-rated where a change of appointment/role takes place during a financial year.

No fees were paid to third parties in respect of services provided.

The table below contains the annual percentage change in remuneration over the five financial years prior to the current year in respect of the various director roles.

Fee Rates:	YEAR TO	YEAR TO	YEAR TO	YEAR TO	YEAR TO
	30 SEPT 2020	30 SEPT 2021	30 SEPT 2022	30 SEPT 2023	30 SEPT 2024
Chairman	£37,500	£40,000	£40,000	£41,000	£43,000
	0.0%	+6.7%	0.0%	+2.5%	+4.7%
Chair of the Audit Committee	£30,000	£32,000	£32,000	£33,000	£35,000
	0.0%	+6.7%	0.0%	+3.1%	+5.8%
Directors' fees	£24,500	£26,000	£26,000	£27,000	£28,500
	0.0%	+6.1%	0.0%	+3.8%	+5.4%
Additional fees	–	–	–	–	-

Loss of office

Directors do not have service contracts with the Company but are engaged under letters of appointment. These specifically exclude any entitlement to compensation upon leaving office for whatever reason.

Share Price Return

The chart below illustrates the shareholder return for the ten years to 30 September 2024 for a holding in the Company's shares compared with the FTSE All-Share Index, which the Board has adopted as the measure for both the Company's performance and that of the Portfolio Manager.

RELATIVE COST OF DIRECTORS' REMUNERATION

The bar chart below shows the comparative cost of Directors' fees compared with the level of dividend distribution and buy-backs in respect of the financial years ending 30 September 2023 and 2024.

Directors' Fees

Repurchase of the Company's shares

£97.7m

Directors' Dividends

Dividends

£●m

£●m £0.2m

Source: Frostrow Capital LLP

£m

0

20 40

60

80

Fees

Repurchase of the Company's shares

^{100 2024} £●^{m 2023}

£39.1m

Directors' Interests in Ordinary Shares

The Directors' interests in the share capital of the Company are shown in the table below:

	NUMBER OF ORDINARY SHARES OF 25p HELD
	(AUDITED) 30 SEPTEMBER 2024 NUMBER OF SHARES HELD	VALUATION* 30 SEPTEMBER 2024 £'000	(AUDITED) 30 SEPTEMBER 2023 NUMBER OF SHARES HELD	VALUATION* 30 SEPTEMBER 2023 £'000
Simon Hayes (Chairman)	200,000	1,722	175,000	1,491
James Ashton	1,575	14	1,047	9
Kate Cornish-Bowden	10,200	88	9,061	77
Sandra Kelly	8,096	70	8,096	69
Pars Purewal	17,802	153	–	–
Lorna Tilbian	11,500	99	11,500	98
Total	249,173	2,146	204,704	1,744

* The Company's share price as at 30 September 2024 was 861.0p (2023: 852.0p)

None of the Directors was granted or exercised rights over shares during the year. None of the Directors has any contract (including service contracts) with the Company.

There are no provisions included within the Company's Articles of Association which require Directors to hold shares in the Company.

Other Interests in Ordinary Shares

Interests in the share capital of the Company are shown in the table below:

	NUMBER OF ORDINARY SHARES OF 25p HELD
	30 SEPTEMBER 2024 NUMBER OF SHARES HELD	VALUATION* 30 SEPTEMBER 2024 £'000	30 SEPTEMBER 2023 NUMBER OF SHARES HELD	VALUATION* 30 SEPTEMBER 2023 £'000
Alastair Smith (Managing Partner of Frostrow)	62,410	537	61,935	528
Nick Train (Portfolio Manager)	5,460,043	47,011	5,237,243	44,621

* The Company's share price as at 30 September 2024 was 861.0p (2023: 852.0p)

Between 1 October 2024 and 2 December 2024, being the latest practicable date before the publication of the Annual Report, James Ashton acquired a further 19 Ordinary Shares, Simon Hayes acquired a further 2,517 Ordinary Shares and Pars Purewal acquired a further 223 Ordinary Shares as part of respective dividend reinvestment plans.

No Director held any interests in the issued stock or shares of the Company other than as stated above.

Annual Statement

On behalf of the Board I confirm that the Remuneration Policy, set out on pages 53 and 54, and this Remuneration Report summarise, as applicable, for the year ended 30 September 2024:

(a) the major decisions on Directors' remuneration;

(b) any substantial changes relating to Directors' remuneration made during the year; and

(c) the context in which the changes occurred and decisions were taken.

Simon Hayes Chairman 3 December 2024

Audit Committee Report

On behalf of the Board, I am pleased to present the Audit Committee's Report for the year ended 30 September 2024.

ROLE AND COMPOSITION

The Audit Committee (the "Committee") comprises all the Directors of the Company.

The role of the Committee is to ensure that shareholder interests are properly protected in relation to the application of financial reporting and internal control principles, risk management and to assess the effectiveness of the audit. The Committee's role and responsibilities are set out in full in its terms of reference which are available in the Corporate Information section of the Company's website.

The Committee as a whole has competence relevant to the investment company sector with Committee members having a range of financial and investment experience. The requirement for at least one member of the Committee to have recent and relevant experience is satisfied by myself and Pars Purewal being chartered accountants.

RESPONSIBILITIES

As Chair of the Committee I can confirm that the Committee's main responsibilities during the year and how it fulfilled them is set out below:

• 1. To review the Company's half year and annual financial statements together with announcements and other filings relating to the financial performance of the Company. In particular, the Committee considered whether the Financial Statements were fair, balanced and understandable, allowing Shareholders to assess the Company's strategy, investment policy, business model, financial performance and financial position at each period end.
• 1. To review the risk management and internal control processes of the Company and its key service providers. As part of this review the Committee reviewed the appropriateness of the Company's anti-bribery and corruption policy. During the year the Committee also reviewed the internal controls in place at the Company's AIFM, its Portfolio Manager, its Registrar and its Depositary and undertook a full review of the Company's risk register. Further details can be found on pages 60 and 61.
• 1. To ensure compliance with Section 1158 of the Corporation Tax Act 2010. The Committee obtained confirmation from Frostrow that the Company continues to meet the regulatory requirements.
• 1. To agree the scope of the Auditors' work and their remuneration. The Committee review their independence and the effectiveness of the audit process.
• 1. To consider any non-audit work to be carried out by the Auditors. The Committee reviews the need for non-audit services in accordance with the Company's non-audit services policy.
• 1. To consider the need for putting the audit out to tender. The Company is required to carry out a tender every ten years. Please refer to pages 62 and 63 for further information on the recent Audit Tender which commenced at the beginning of 2024.

MEETINGS

The Committee held four meetings during the financial year and meeting attendance is shown on page 46. Representatives of Frostrow acting as AIFM attended each of the Committee's meetings and reported on the proper conduct of business in accordance with the regulatory environment in which the Company and the AIFM operate. The Committee also met the Auditors twice during the year and once, following completion of the audit, without representatives of the AIFM being present.

SIGNIFICANT MATTERS CONSIDERED BY THE AUDIT COMMITTEE AND THE BOARD DURING THE YEAR

SIGNIFICANT REPORTING MATTER	HOW THE ISSUE WAS ADDRESSED
Risk assessment of Fraudulent Activity	The Committee once again reviewed the impact of the risk of fraudulent activity. Following an assessment and identification of types of fraud that the Company could be exposed to, it was agreed that the Company's key service providers had adequate, robust controls in place to mitigate the event of any fraudulent activity.
Risk assessment of Climate Change	The Committee reviewed an assessment of the impact of climate change and the weighted average carbon intensity of the portfolio companies. The Committee noted the key topics of engagement undertaken by Lindsell Train with each of the portfolio companies and that the assessment identified that the Company has a significantly lower weighted average carbon intensity than its comparable benchmark. Please refer to page 31 for further information.
Audit Regulation	The Committee has not had to consider any new audit regulations in the past year. It has, however, taken note of reporting guidance and thematic reviews published by the FRC and determined how to apply any relevant best practice to the Company's reporting.
	The Committee has noted, in particular, the publication by the FRC of the Minimum Standard for Audit Committees and the revised UK Corporate Governance Code and AIC Corporate Governance Code.
	The Minimum Standard will apply to the Company on a comply or explain basis as it is included by reference in the new UK Corporate Governance Code. The Committee will seek to comply with the Standard as far as it is appropriate for an externally-managed investment company to do so.
	During the year the Committee received an update from Deloitte on corporate governance developments to assist the Company in its development of its response to the new internal control requirements effective from 1 January 2026.
The Company's Audit Tender	The Committee led the audit tender and the recommendation of the appointment of Deloitte LLP as Auditor.
UK Corporate Governance Code 2018, Provision 25: necessity of an Internal Audit function	In light of the relative simplicity of the operations and the use of independent external consultants, who report directly to the Committee, to advise on regulatory compliance and adherence to internal procedures, it was concluded that no internal audit function was required.
Cancellation of Share Premium Account	The Committee reviewed the Share Premium Account noting that the Company had built up a substantial share premium account owing to historic high levels of share issuance.
	As this account was non-distributable, the Company considered and agreed to cancel the share premium account and converting the amount cancelled to a distributable reserve following approval by Shareholders and confirmation of the Scottish Court of Session.
	Converting the share premium account to a distributable reserve provided a significant pool of reserves which can be used in the future, if required, to fund share buy-backs or other returns of capital in accordance with applicable law. The cancellation provided the Company with more flexibility in how capital may be returned in the future.

These matters were discussed by the Committee; any recommendations were fully considered and recommendations were then made to the Board.

Internal Controls and Risk Management

The Directors have identified (Strategic Report pages 20 to 23) six main areas of risk and have identified the actions to evaluate and manage the specific risks in those six areas:

• Corporate Strategy;
• Investment Strategy and Activity;
• Shareholder Relations and Corporate Governance;
• Operational;
• Financial; and
• Accounting, Legal and Regulatory.

The Committee reviews the various actions taken and satisfies itself that they are sufficient: in particular the Committee reviews the Company's schedule of key risks at each meeting

and agrees amendments to both risks and mitigating actions if necessary.

In preparation for the Audit Committee meeting held in September 2024, each Director, Lindsell Train Limited as Portfolio Manager and Frostrow Capital LLP as AIFM were each asked to independently list what they considered to be the greatest five risks that could impact the sustainable success of the Company, without reference to the Company's existing risk register. During the Audit Committee meeting the Committee were invited to consider the risks identified by the individuals and whether these should be added to the Company's risk register, and if so, consider the appropriate scoring to be applied. The purpose of the exercise was to reassess the principal risks and identify any new, emerging risks and to take any necessary action to mitigate their potential impact.

As a result of this exercise the Company's existing risks were broadened to include the new emerging risk factors that were identified by the Committee: further information can be found in the Strategic Report on pages 23 and 24.

The Board has overall responsibility for the Company's risk management and systems of internal controls and for reviewing their effectiveness. In common with the majority of investment companies, investment management, accounting, company secretarial and custodial services have been delegated to third parties. The effectiveness of the internal controls is assessed on a continuing basis by the AIFM, the Portfolio Manager and the Depositary. Each maintains its own systems and prepares independently audited internal control reports. The Committee reviews these audited reports and additionally receives regular reports from these third parties. The Committee is satisfied that appropriate systems have been in place for the year under review.

ANNUAL REPORT AND FINANCIAL STATEMENTS

The Annual Report and the Financial Statements as a whole are the responsibility of the Board. The Directors' Responsibility Statement is contained on page 52. The Board looks to the Committee to advise them in relation to the Financial Statements both as regards their form and content, and on any specific areas requiring judgement.

Although the Committee did not identify any significant issues as part of its review of the Annual Report and Financial Statements, it paid particular attention to:

Accounting Policies

The accounting policies, as set out on pages 76 to 79, have been applied throughout the year. In light of there being no unusual transactions during the year or other possible reasons, the Committee found no cause to change any of the policies.

Existence of investments

During the year the Committee met with representatives of the Depositary who provided reassurance concerning the safekeeping of the Company's investments.

Going Concern

The Audit Committee, at the request of the Board, considered the ability of the Company to adopt the going concern basis for the preparation of the Financial Statements. Having reviewed the Company's financial position, the Committee is satisfied that it is appropriate for the Board to prepare the Financial Statements for the year ended 30 September 2024 on a going concern basis. The Committee's review of the Company's financial position included consideration of

the cash and cash equivalents position of the Company, the diversification of the portfolio, and the analysis of portfolio liquidity, which estimated a liquidation of c.79.6% of the portfolio within seven trading days (based on current market volumes). Stress testing and reverse stress testing were completed to determine the appropriateness of preparing the Financial Statements on a going concern basis.

Interest in unquoted investment

The Committee reviewed the valuation methodology of the Company's partnership interest in Frostrow Capital LLP. The valuation, based upon a multiple of earnings, was accepted.

Internal audit

Since the Company delegates its day to day operations to third parties and has no employees, the Committee again determined that there is no requirement for an internal audit function.

Internal Controls

The Committee is responsible for ensuring that suitable controls are in place to prevent and detect fraud, error and misstatement of financial information. As the Company outsources all of its functions to third parties, neither the Committee nor the Company has any internal control structure in place but instead requires its third party service providers to report on their internal controls. These reports are received at least annually, including reports which have been independently verified by the relevant service provider's independent Auditor.

Long-Term Viability

The Committee considered, on behalf of the Board, the longer-term viability of the Company in connection with the Board's statement (see page 24). The Committee reviewed the Company's financial position (including its cash flows and liquidity position), the principal risks and uncertainties and the results of stress tests. The stress tests considered the impact of one or more of the key risks crystallising and then modelled the impact on the portfolio. The results demonstrated the impact on the Company's NAV, its expenses and its ability to meet its liabilities.

In even the most stressed scenario, the Company was shown to have sufficient cash, or to be able to liquidate a sufficient portion of its listed holdings, in order to be able to meet its liabilities as they fall due. Based on these results the Committee concluded it was reasonable for the Board to expect that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five financial years.

Recognition of Income from Investments

The Committee received assurance that all dividends receivable, including special dividends, had been accounted for appropriately.

Review of Disclosure and Communication

The Committee reviews whether it is following best practice in its disclosure and whether it is communicating clearly. In order to do this, the Committee receives reports on current and future changes to regulatory and accounting reporting from the Company Secretary and Auditors.

During the year the Committee reviewed the Annual Report in order to refresh the format and content to ensure it continues to be informative to readers.

Valuation of Investments

The Committee reviewed the robustness of the AIFM's processes in place for recording investment transactions as well as ensuring the valuation of investments is in accordance with the adopted accounting policies as detailed within Frostrow's independent controls report.

EXTERNAL AUDITORS

Meetings

The nature and scope of the 2024 audit, together with Deloitte audit plan, were reviewed by the Committee on 20 May 2024.

I met with the Engagement Leader, Michael Caullay, and the Audit Manager on 11 November 2024 to discuss the audit and the draft 2024 Annual Report and Financial Statements. The Committee then met them on 25 November 2024 to review the outcome of the audit.

Details of the fees paid to the Auditors for audit services are set out in note 4 to the Financial Statements on page 80.

Independence and Effectiveness

In order to fulfil the Committee's responsibility regarding the independence of the Auditors, the Committee reviewed:

• the senior audit personnel in the audit plan,
• the Auditors' arrangements concerning potential conflicts of interest,
• the statement by the Auditors that they remain independent within the meaning of the regulations and their professional standards,
• the extent of any non-audit services to ensure this was in line with the Company's policy.

In order to consider the effectiveness of the audit process, the Committee reviewed:

• the Auditors' fulfilment of the agreed audit plan,
• the report arising from the audit itself, and
• feedback from the AIFM on the conduct of the audit.

The Committee satisfied itself concerning the Auditors' independence and the effectiveness of the audit process, together with the degree of diligence and professional scepticism brought to bear.

The Committee monitors the level of non-audit work carried out by the Auditors and seeks assurances from the Auditors that they maintain suitable policies and processes ensuring independence, and monitor compliance with the relevant regulatory requirements on an annual basis. No non-audit work was carried out by the Auditors during the year.

The Company does not allow any non-audit services permitted under the 70% fee cap set out in the FRC's 2019 ethical standard.

Audit Process and Tender

During the year, in accordance with the Company's audit tender guidelines, the Audit Committee led a competitive audit tender process. A selection of audit firms was invited to participate, including members of the 'big four' firms and mid-tier firms; four firms submitted proposals and three were interviewed by the Audit Committee.

Each firm that participated in the process was given extensive access to documentation, met with the Committee Chair and was requested to submit a written proposal to the Committee. The firms then gave presentations to the Committee and were judged against a number of objective criteria determined in advance of the process.

The Committee submitted two audit firm candidates to the Board for consideration together with a justified preference for one of them.

The Committee concluded that Deloitte LLP was the preferred firm to conduct the audit engagement judged against the selection criteria and the quality of the proposed team and firm (including industry experience) and the approach to managing the audit. The Board agreed with the recommendation and the Company will seek shareholder approval of the appointment of Deloitte LLP at the forthcoming Annual General Meeting.

Accordingly, PricewaterhouseCoopers LLP resigned as the Company's auditor and provided a statement explaining the reasons for its resignation which was posted to Shareholders in accordance with the Companies Act 2006. The statement is available on the Company's website.

The Directors wish to thank PricewaterhouseCoopers LLP for its service as auditor.

Mr Michael Caullay was the audit partner for the financial year under review and he has confirmed Deloitte LLP's willingness to continue to act as Auditor to the Company for the forthcoming financial year. Deloitte LLP's appointment is subject to shareholder approval at the next Annual General Meeting to be held in January 2025. Details can be found in the Notice of Annual General Meeting.

As a public company listed on the London Stock Exchange, the Company is subject to mandatory auditor rotation requirements. Based on these requirements, another tender process will be required in 2032. The Committee will, however, continue to consider annually the need to go to tender for audit quality, remuneration or independence reasons.

The Auditor is required to change the Partner responsible for the audit affairs of the Company at least every five years. In accordance with this legislation, Mr Caullay will be replaced at the conclusion of the 2028 audit.

Independent Auditors' Remuneration

The Committee approved a fee of £60,000 (excluding VAT) for the audit of the year ended 30 September 2024 (2023: £57,780 (excluding VAT)).

The Committee believes that the fee is in line with audit fees payable for the investment company sector and is reflective of the level of work required to carry out a robust audit.

Committee Effectiveness

As part of the evaluation process, Lintstock Limited undertook an evaluation of the Audit Committee's effectiveness during October and November 2024 which was reported to the Board. The Board confirmed that the Audit Committee had conducted its affairs in accordance with its terms of reference. The Board considers that the Audit Committee's approach is comprehensive and appropriate, that it focuses on the right issues and is managed well.

Sandra Kelly, ACA Chair of the Audit Committee

3 December 2024

Independent Auditors' Report

To the Members of Finsbury Growth & Income Trust Plc

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

OPINION

In our opinion the Financial Statements of Finsbury Growth & Income Trust Plc (the 'Company'):

• give a true and fair view of the state of the Company's affairs as at 30 September 2024 and of its return for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Statement of Recommended Practice issued by the Association of Investment Companies in July 2022 "Financial Statements of Investment Trust Companies and Venture Capital Trusts"; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the Financial Statements which comprise:

• the income statement;
• the statement of changes in equity;
• the statement of financial position;
• the statement of cash flows; and
• the related notes 1 to 20.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice) and the Statement of Recommended Practice issued by the Association of Investment Companies in July 2022 "Financial Statements of Investment Trust Companies and Venture Capital Trusts".

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit services prohibited by the FRC's Ethical Standard to the Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

SUMMARY OF OUR AUDIT APPROACH

Key audit matters	The key audit matter that we identified in the current year was:
	• Valuation and existence of listed investments.
	Within this report, key audit matters are identified as follows:
	Newly identified
	Increased level of risk
	Similar level of risk
	Decreased level of risk
Materiality	The materiality that we used in the current year was £15.82m which was determined on the basis of 1% of net assets.
Scoping	We performed our audit scoping based upon quantitative and qualitative risk assessment factors for each account balance recorded as at 30 September 2024.
Significant changes in our approach	Last year, the previous auditor's report included Income from Investments as a key audit matter which is not included in our report this year as a key audit matter as these transactions are not complex with limited elements of estimation.

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

• Considering as part of our risk assessment the nature of the Company, its business model and related risks, the requirements of the applicable financial reporting framework and the system of internal control;
• Assessed the underlying data and key assumptions used to make the assessment, and evaluating the Directors' plans for future actions in relation to their going concern assessment;
• Assessing the liquidity and ability of the Investment Manager to trade in the investment portfolio to cover operational expenditure as appropriate; and
• Assessing the appropriateness of the going concern disclosure in note 1 to the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the Financial Statements are authorised for issue.

In relation to the reporting on how the Company has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the Financial Statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

TO THE MEMBERS OF FINSBURY GROWTH & INCOME TRUST PLC – CONTINUED

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation and existence of listed investments

Key audit matter description	The listed investments of the Company of £1,590m (2023: £1,833m) make up 98.43% of total assets of the Company at 30 September 2024 (2023: 98.32%). There is a risk that the listed investments may not be valued correctly or may not represent the assets of the Company. Given the nature and size of the balance and its importance to the Company, we have considered that there is a potential risk of fraud in this area. See the accounting policy in note 1(b) of the Financial Statements and note 9 of the Financial Statements.
How the scope of our audit responded to the key audit matter	We performed the following procedures to address the key audit matter identified: • inspected the internal controls report over the administrator to obtain an understanding of relevant controls; • tested the relevant controls relating to valuation and existence of listed investments for the period of 6 months between the date of the internal controls report and the Company's year end; • agreed 100% of the Company's listed investment portfolio at the year end to confirmations received directly from the depositary; and • agreed 100% of the bid prices of listed investments on the investment ledger at year end to closing bid prices published by an independent pricing source.
Key observations	Based on the work performed, we concluded that the valuation and existence of listed investments are appropriate.

OUR APPLICATION OF MATERIALITY

Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality	£15.82m (2023 previous auditor: £18.23m)
Basis for determining materiality	1% of net assets (In 2023 the previous auditor set materiality on the basis of 1% of net assets)
Rationale for the benchmark applied	We have used net assets as our materiality benchmark as we consider it to be the most relevant indicator of the Company's performance for the users of the financial statements, as well as being a key driver of Shareholder value.

FINANCIAL

INDEPENDENT

Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2024 audit (In 2023 the previous auditor set performance materiality at 75% of materiality). In determining performance materiality, we considered the following factors:

• a. The Company's structure and operating model;
• b. The continuity in place within the business from the previous year (with both management and the administrator);
• c. The lack of changes to accounting policies during the current period which would require significant judgement;
• d. The fact that there has not been a history of uncorrected misstatements or controls deficiencies as noted by the previous auditor; and
• e. The quality of the control environment and whether we were able to rely on controls over the valuation and existence of listed investments.

Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.79m (2023 previous auditor: £0.91m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

Scoping

Our audit scope was determined by obtaining an understanding of the Company and its environment, including internal controls, and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.

Our consideration of the control environment

In assessing the Company's control environment, we considered controls in place at the Company's service organisation which acts as administrator. As part of this, we reviewed the System and Organisation Controls (SOC 1) Report of the service organisation and have taken a controls reliance approach in respect of the controls relating to valuation and existence of listed investments. For the period of 6 months between the date of the SOC1 report and the Company's year end, we tested the controls relating to valuation and existence of listed investments. We also reviewed the SOC1 report in respect of general IT controls. Further, we obtained an understanding of relevant business processes and controls that address the risk of material misstatement in financial reporting.

FURTHER

INDEPENDENT

FINANCIAL

TO THE MEMBERS OF FINSBURY GROWTH & INCOME TRUST PLC – CONTINUED

Our consideration of climate-related risks

In planning our audit, we have considered the potential impact of climate change on the business and its financial statements. The Company continues to develop its model for assessing and assigning an ESG score on existing and potential investments based on assessment of the potential impacts of environmental, social and governance ("ESG") related risks, including climate change, as outlined on pages 25 and 26 in the annual report. As a part of our audit, we held discussions with management to understand the process of identifying climate-related risks and the impact on the Company's financial statements. We have read the climate related disclosures in the annual report to consider whether they are materially consistent with the financial statements and our knowledge obtained in the audit.

OTHER INFORMATION

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES, INCLUDING FRAUD

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

• the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for Directors' remuneration, bonus levels and performance targets;
• results of our enquiries of Directors, management and the Audit Committee about their own identification and assessment of the risks of irregularities, including those that are specific to the Company's sector;
• any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:
  • o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
  • o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
  • o the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
• the matters discussed among the audit engagement team and relevant internal specialists, including IT and financial instrument specialists, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the valuation and existence of listed investments. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK Listing Rules and Investment Trust Tax Regulations.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.

Audit response to risks identified

As a result of performing the above, we identified the valuation and existence of listed investments as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management and the Audit Committee concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

TO THE MEMBERS OF FINSBURY GROWTH & INCOME TRUST PLC – CONTINUED

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the Directors' report.

CORPORATE GOVERNANCE STATEMENT

The UK Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:

• the Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 44;
• the Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page 24;
• the Directors' statement is fair, balanced and understandable as set out on page 52;
• the Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 20 to 24;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 23 and 24; and
• the section describing the work of the Audit Committee set out on page 59.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Directors' remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors' remuneration have not been made or the part of the Directors' remuneration report to be audited is not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS

Auditor tenure

Following the recommendation of the Audit Committee, we were appointed by the Board of Directors on 1 May 2024 to audit the financial statements for the year ended 30 September 2024.

Consistency of the audit report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).

USE OF OUR REPORT

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Caullay (Senior Statutory Auditor)

for and on behalf of Deloitte LLP Statutory Auditor Glasgow, United Kingdom

3 December 2024

NOTES TO THE FINANCIAL STATEMENTS - CONTINUED

Income Statement

for the year ended 30 September 2024

		YEAR ENDED 30 SEPTEMBER 2024			YEAR ENDED 30 SEPTEMBER 2023
	NOTE	REVENUE £'000	CAPITAL £'000	TOTAL £'000	REVENUE £'000	CAPITAL £'000	TOTAL £'000
Gains on investments at fair value through profit or loss	9	–	78,006	78,006	–	96,387	96,387
Currency translations		–	(185)	(185)	–	(65)	(65)
Income	2	43,160	–	43,160	47,391	–	47,391
AIFM and portfolio management fees	3	(2,260)	(6,781)	(9,041)	(2,609)	(7,828)	(10,437)
Other expenses	4	(1,184)	(126)	(1,310)	(1,150)	(17)	(1,167)
Return on ordinary activities before finance charges and taxation		39,716	70,914	110,630	43,632	88,477	132,109
Finance charges	5	(556)	(1,667)	(2,223)	(517)	(1,548)	(2,065)
Return on ordinary activities before taxation		39,160	69,247	108,407	43,115	86,929	130,044
Taxation on ordinary activities	6	(229)	–	(229)	(1,186)	–	(1,186)
Return on ordinary activities after taxation		38,931	69,247	108,178	41,929	86,929	128,858
Return per share – basic and diluted	7	20.8p	36.9p	57.7p	20.0p	41.4p	61.4p

The "Total" column of this statement represents the Company's income statement.

The "Revenue" and "Capital" columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies ("AIC").

All items in the above statement derive from continuing operations.

The Company had no recognised gains or losses other than those declared in the Income Statement; therefore no separate Statement of Comprehensive Income has been presented.

The notes on pages 76 to 91 form part of these Financial Statements.

FURTHER INFORMATION

Statement of Changes in Equity

for the year ended 30 September 2024

	NOTE	CALLED UP SHARE CAPITAL £'000	SHARE PREMIUM ACCOUNT £'000	SPECIAL DISTRIBUTABLE RESERVE £'000	CAPITAL REDEMPTION RESERVE £'000	CAPITAL RESERVE £'000	REVENUE RESERVE £'000	TOTAL SHAREHOLDERS' FUNDS £'000
At 1 October 2023		56,248	1,099,847	–	3,453	604,212	58,969	1,822,729
Net return from ordinary activities		–	–	–	–	69,247	38,931	108,178
Second interim dividend (10.5p per share) for the year ended 30 September 2023	8	–	–	–	–	–	(21,454)	(21,454)
First interim dividend (8.8p per share) for the year ended 30 September 2024	8	–	–	–	–	–	(16,477)	(16,477)
Transfer to special reserve account		–	(1,099,847)	–	–	–	–	(1,099,847)
Transfer from share premium account		–	–	1,099,847	–	–	–	1,099,847
Repurchase of shares into Treasury	13	–	–	(49,839)	–	(260,969)	–	(310,808)
At 30 September 2024		56,248	–	1,050,008	3,453	412,490	59,969	1,582,168

On 7 August 2024 the Company's Share Premium Account was cancelled and a new Special Distributable Reserve was created. See Note 1(J) on page 78 for further details.

	NOTE	CALLED UP SHARE CAPITAL £'000	SHARE PREMIUM ACCOUNT £'000	SPECIAL DISTRIBUTABLE RESERVE £'000	CAPITAL REDEMPTION RESERVE £'000	CAPITAL RESERVE £'000	REVENUE RESERVE £'000	TOTAL SHAREHOLDERS' FUNDS £'000
At 1 October 2022		56,248	1,099,847	–	3,453	614,947	55,889	1,830,384
Net return from ordinary activities		–	–	–	–	86,929	41,929	128,858
Second interim dividend (9.8p per share) for the year ended 30 September 2022	8	–	–	–	–	–	(21,182)	(21,182)
First interim dividend (8.5p per share) for the year ended 30 September 2023	8	–	–	–	–	–	(17,667)	(17,667)
Repurchase of shares into Treasury	13	–	–	–	–	(97,664)	–	(97,664)
At 30 September 2023		56,248	1,099,847	–	3,453	604,212	58,969	1,822,729

The notes on pages 76 to 91 form part of these Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS - CONTINUED

Statement of Financial Position

as at 30 September 2024

	NOTE	2024 £'000	2023 £'000
Fixed assets
Investments held at fair value through profit or loss	9	1,593,218	1,836,660
Current assets
Debtors	10	7,509	10,209
Cash and cash equivalents		14,639	17,426
		22,148	27,635
Current liabilities
Creditors: amounts falling due within one year	11	(3,998)	(4,866)
		(3,998)	(4,866)
Net current assets		18,150	22,769
Total assets less current liabilities		1,611,368	1,859,429
Creditors: amount falling due after more than one year
Bank loan	12	(29,200)	(36,700)
Net assets		1,582,168	1,822,729
Capital and reserves
Called up share capital	13	56,248	56,248
Share premium account		–	1,099,847
Special distributable reserve		1,050,008	–
Capital redemption reserve		3,453	3,453
Capital reserve	14	412,490	604,212
Revenue reserve		59,969	58,969
Total Shareholders' funds		1,582,168	1,822,729
Net asset value per share	15	943.4p	891.2p

The Financial Statements on pages 72 to 91 were approved by the Board of Directors on 3 December 2024 and were signed on its behalf by:

Simon Hayes

Chairman

The notes on pages 76 to 91 form part of these Financial Statements.

Company Registration Number SC013958 (Registered in Scotland)

Statement of Cash Flows

for the year ended 30 September 2024

NOTE	2024 £'000	2023 £'000
18 Net cash inflow from operating activities	33,805	36,895
Investing activities
Purchase of investments	(123,825)	(41,840)
Sale of investments	445,464	154,301
Net cash inflow from investing activities	321,639	112,461
Financing activities
Dividends paid	(37,931)	(38,849)
Repurchase of shares into Treasury	(310,392)	(98,792)
Interest paid	(2,223)	(2,059)
Repayment of loans	(7,500)	–
Net cash outflow from financing activities	(358,046)	(139,700)
(Decrease)/increase in cash and cash equivalents	(2,602)	9,656
Currency transactions	(185)	(65)
Cash and cash equivalents at the beginning of the financial year*	17,426	7,835
Cash and cash equivalents at the end of the financial year*	14,639	17,426

Reconciliation of net debt

	2024 £'000	2023 £'000
Cash and cash equivalents*	14,639	17,426
Borrowings	(29,200)	(36,700)
Net debt	(14,561)	(19,274)

* Comprises solely cash held at bank.

The notes on pages 76 to 91 form part of these Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements

for the year ended 30 September 2024

1. Accounting Policies

The Company is a public limited company (PLC) incorporated in the United Kingdom, with registered office at 50 Lothian Road, Festival Square, Edinburgh EH3 9WJ.

The principal accounting policies, all of which have been applied consistently throughout the year in the preparation of these Financial Statements, are set out below:

(A) BASIS OF PREPARATION

The Financial Statements have been prepared in accordance with UK Generally Accepted Accounting Practice (GAAP) under UK and Republic of Ireland Company Law, FRS 102 'The Financial Reporting Standard applicable in the UK, the Statement of Recommended Practice (SORP) for "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued by the Association of Investment Companies in July 2022 and the Companies Act 2006 under the historical cost convention as modified by the valuation of investments at fair value through profit or loss.

The Financial Statements have been prepared on a going concern basis. The disclosure on going concern on page 52 in the Statement of Directors' Responsibilities forms part of these Financial Statements.

Presentation of the Income Statement

In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The net revenue return is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Sections 1158 and 1159 of the Corporation Tax Act 2010.

Significant Judgements and Critical Sources of Estimation Uncertainties

There were no significant judgements or critical estimates reported during the financial year ended 30 September 2024 (2023: none).

(B) INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

Investments are measured under FRS 102, sections 11 and 12 and are measured initially, and at subsequent reporting dates, at fair value.

Changes in the fair value of investments and gains and losses on disposal are recognised in the Income Statement as a capital item. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided internally on this basis to the Board. Fair value for quoted investments is deemed to be bid market prices, or last traded price, depending on the convention of the stock exchange on which they are quoted.

In estimating the fair value of unquoted investments, the AIFM and Board apply valuation techniques which are appropriate in light of the nature, facts and circumstances of the investment and use judgement and assumptions and apply these consistently.

All purchases and sales of investments are accounted for on a trade date basis.

The Company's policy is to expense transaction costs on acquisition/disposal through the gains on investment at fair value through profit or loss. The total of such expenses, showing the total amounts included in disposals and acquisitions, is disclosed in note 9 on page 84.

(C) INCOME

Dividends receivable from equity shares are recognised in Revenue on an ex-dividend basis except where, in the opinion of the Board, the dividend is capital in nature, in which case it is included in Capital. Overseas dividends are stated gross of any withholding tax.

When the Company has elected to receive scrip dividends in the form of additional shares rather than cash, the amount of cash dividend foregone is recognised in Revenue.

Fixed returns on non-equity shares are recognised on a time apportionment basis.

Special dividends: In deciding whether a dividend should be regarded as a Capital or Revenue receipt, the Company reviews all relevant information as to the reasons for and sources of the dividend on a case by case basis depending upon the nature of the receipt. Special dividends of a revenue nature are recognised through the Revenue column of the Income Statement. Special Dividends of a capital nature are recognised through the Capital column of the Income Statement.

The limited liability partnership (LLP) profit share is recognised in the financial statements when the entitlement to the income is established, following the conclusion of the partnership's annual audit. Deposit interest receivable is taken to Revenue on an accruals basis.

(D) DIVIDENDS PAYABLE

Dividends paid by the Company are recognised in the Financial Statements and are shown in the Statement of Changes in Equity in the period in which they became legally binding, which in the case of an interim dividend is the point at which it is paid and for a final dividend when it is approved by Shareholders in line with the ICAEW Tech Release 02/17BL.

(E) EXPENDITURE AND FINANCE CHARGES

All the expense and finance costs are accounted for on an accruals basis. Expenses are charged through the Revenue column of the Income Statement except as follows:

• (1) expenses which are incidental to the acquisition or disposal of an investment are treated as part of the cost or deducted from proceeds of that investment (as explained in 1(B) above);
• (2) expenses are taken to the Capital reserve via the Capital column of the Income Statement, where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In line with the Board's expected long-term split of returns, 75% of the portfolio management fee, AIFM fee and finance costs are taken to the Capital reserve and the balance to the Revenue reserve.

(F) TAXATION

Dividend income received by the Company may be subject to withholding tax imposed in the country of origin. The tax charges shown in the Income Statement relates to overseas withholding tax on dividend income.

Current tax is provided at the amounts expected to be paid or recovered.

Deferred taxation is provided on all timing differences that have originated but not been reversed by the Statement of Financial Position date other than those differences regarded as permanent. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the reversal of timing differences can be deducted. Any liability to deferred tax is provided for at the rate of tax enacted or substantially enacted.

(G) FOREIGN CURRENCY

Transactions recorded in overseas currencies during the year are translated into sterling at the exchange rates ruling at the date of the transaction. Assets and liabilities denominated in overseas currencies at the Statement of Financial Position date are translated into sterling at the exchange rate ruling at that date. Profits or losses on the translation of foreign currency balances, whether realised or unrealised are credited or debited to the Revenue or Capital column of the Income Statement depending on whether the gain or loss is of a revenue or capital nature.

(H) CASH AND CASH EQUIVALENTS

Cash and cash equivalents and demand deposits readily convertible to known amounts of cash and subject to insignificant risk of changes in value are defined as cash.

(I) BANK LOAN

Bank loans are initially recognised at fair value, net of transaction costs incurred. Bank loans are subsequently measured at amortised cost. The loan amounts falling due for repayment within one year are included under current liabilities in the Statement of Financial Position and the loan amounts falling due after one year are included under "Creditors: amounts falling due after more than one year" in the Statement of Financial Position.

(J) REPURCHASE OF SHARES FOR CANCELLATION OR TO HOLD IN TREASURY

The cost of repurchasing ordinary shares (for cancellation or to hold in Treasury) including the related stamp duty and transaction cost is charged to the 'Capital Reserve' and the newly created Special Distributable Reserve account, and dealt with in the Statement of Changes in Equity. Share repurchase transactions are accounted for on a trade date basis.

With effect from 7 August 2024, the date in which the Company's Share Premium account was cancelled, all shares bought back to be held in Treasury have been charged to the Special Distributable Reserve. Prior to this date all Shares cancelled were charged to the Capital Reserve account.

Where shares are cancelled (or are subsequently cancelled having previously been held in Treasury), the nominal value of those shares is transferred out of 'Called up share capital' and into the 'Capital redemption reserve'.

Should shares held in Treasury be reissued, the sales proceeds will be treated as a realised capital profit up to the amount of the purchase price of those shares and will be transferred to capital reserves. The excess of the sales proceeds over the purchase price will be transferred to 'Share premium'.

(K) OPERATING SEGMENTS

The Company defines operating segments and segment performance in the financial statements based on information used by the Board of Directors which is considered the Chief Operating Decision Maker^. The Directors are of the opinion that the Company is engaged in a single segment of business, being the investments business. The results published in this Annual Report therefore correspond to this sole operating segment.

(L) NATURE AND PURPOSE OF RESERVES

Capital Redemption Reserve

This reserve arose when ordinary shares were bought by the Company and subsequently cancelled, at which point the amount equal to the par value of the ordinary share capital was transferred from the ordinary share capital to the Capital Redemption reserve.

Capital Reserve

This reserve reflects any:

• gains or losses on the disposal of investments;
• exchange differences of a capital nature;
• increases and decreases in the fair value of investments which have been recognised in the capital column of the Income Statement;
• expenses which are capital in nature as disclosed in note 1(E); and
• excess of the purchase price over the nominal value of shares which have been bought back by the Company for cancellation or to be held in Treasury. See note 1(J) above for further details.

Following amendments to the Company's Articles of Association in 2015, this reserve can be used to distribute certain capital profits by way of dividend.

Special Distributable Reserve

This reserve was created upon the cancellation of the Share Premium Account on 7 August 2024; it is distributable and is used to fund any repurchases of the Company's own shares.

Revenue Reserve

This reserve reflects all income and expenditure which are recognised in the revenue column of the Income Statement and may be distributable by way of dividend.

^ See glossary of terms on page pages 92 to 96.

FURTHER INFORMATION

When making a distribution to Shareholders, the Directors determine profits available for distribution by reference to 'Guidance on realised and distributable profits under the Companies Act 2006' issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of Scotland in April 2017. The availability of distributable reserves in the Company is dependent on those distributions meeting the definition of qualifying consideration within that guidance and on available cash resources of the Company and other accessible sources of funds. The distributable reserves are therefore subject to these restrictions or limitations at the time such distribution is made.

2. Income

	2024 £'000	2023 £'000
Income from investments
UK listed dividends	39,474	39,247
Overseas dividends*	2,793	7,496
Limited liability partnership – profit-share	486	443
Other operating income – bank interest	407	205
Total income	43,160	47,391

* Include special dividends which have been credited to the revenue account totalling £nil (2023: £591,000):

3. AIFM and portfolio management fees

	2024			2023
	REVENUE £'000	CAPITAL £'000	TOTAL £'000	REVENUE £'000	CAPITAL £'000	TOTAL £'000
AIFM fee	565	1,695	2,260	652	1,957	2,609
Portfolio Management fee	1,695	5,086	6,781	1,957	5,871	7,828
Total fees	2,260	6,781	9,041	2,609	7,828	10,437

75% of the Portfolio management and AIFM fees are taken to the Capital reserve and 25% is taken to the Revenue reserve. See note 1(E) on page 77 for further details.

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS - CONTINUED

4. Other Expenses

	2024			2023
	REVENUE £'000	CAPITAL £'000	TOTAL £'000	REVENUE £'000	CAPITAL £'000	TOTAL £'000
Directors' fees	192	–	192	178	–	178
Auditors' fees – statutory annual audit	72	–	72	69	–	69
Depositary's fees	160	–	160	175	–	175
Stock listing and FCA fees	173	–	173	152	–	152
Custody fees	130	–	130	119	–	119
Index costs	85	–	85	85	–	85
Registrar's fees	79	–	79	64	–	64
Promotional costs	55	–	55	55	–	55
Legal fees	12	126	138	6	17	23
Other expenses	226	–	226	247	–	247
Total expenses	1,184	126	1,310	1,150	17	1,167

Further details of the amounts paid to Directors are included in the Directors' Remuneration Report on pages 55 to 58.

During the year ended 30 September 2024 there were no non-audit services provided by the Company's Auditor (2023: nil).

All of the above expenses include VAT where applicable. The Auditor's fees for the statutory annual audit were £60,000 excluding VAT (2023: £57,780).

During the year the Company incurred legal expenses amounting to £126,000 in relation to the cancellation of the share premium account; these expenses have been charged 100% to the capital account.

5. Finance Charges

	2024			2023
	REVENUE £'000	CAPITAL £'000	TOTAL £'000	REVENUE £'000	CAPITAL £'000	TOTAL £'000
Interest payable on bank loan	528	1,584	2,112	483	1,445	1,928
Loan facility commitment fees	28	83	111	23	69	92
Arrangement fee	–	–	–	11	34	45
	556	1,667	2,223	517	1,548	2,065

6. Taxation on Ordinary Activities

(A) ANALYSIS OF CHARGE IN THE YEAR

	2024			2023
	REVENUE £'000	CAPITAL £'000	TOTAL £'000	REVENUE £'000	CAPITAL £'000	TOTAL £'000
UK Corporation tax at 25% (2023: 22%)	–	–	–	–	–	–
Overseas withholding tax	476	–	476	1,308	–	1,308
Recoverable overseas withholding tax	(247)	–	(247)	(122)	–	(122)
	229	–	229	1,186	–	1,186

(B) FACTORS AFFECTING TOTAL TAX CHARGE FOR YEAR

The tax assessed for the year is lower (2023: lower) than the standard rate of UK corporation tax of 25% (2023: 22%).

The differences are explained below:

	2024			2023
	REVENUE £'000	CAPITAL £'000	TOTAL £'000	REVENUE £'000	CAPITAL £'000	TOTAL £'000
Total return on ordinary activities before taxation	39,160	69,247	108,407	43,115	86,929	130,044
Return on ordinary activities multiplied by UK corporation tax of 25% (2023: 22%)	9,790	17,312	27,102	9,485	19,124	28,609
Effects of:
Overseas taxation	229	–	229	1,186	–	1,186
Franked investment income not subject to corporation tax – UK dividend income	(9,869)	–	(9,869)	(8,634)	–	(8,634)
Overseas dividends not taxable	(698)	–	(698)	(1,649)	–	(1,649)
Non allowable capital expenses in relation to the cancellation of the Share premium account	-	32	32	–	–	–
Excess management expenses	777	2,112	2,889	798	2,067	2,865
Non-taxable (return) on investments*	–	(19,502)	(19,502)	–	(21,205)	(21,205)
Currency translations	–	46	46	–	14	14
Total tax charge for the year (note 6(A))	229	–	229	1,186	–	1,186

* Returns on investments are not subject to corporation tax within an investment company.

6. Taxation on Ordinary Activities – Continued

(C) DEFERRED TAXATION

As at 30 September 2024, the Company had unused management expenses and other reliefs for taxation purposes of £146,618,000 (2023: £135,063,000). It is unlikely that the Company will generate sufficient taxable income in excess of the available deductible expenses and therefore the Company has not recognised a deferred tax asset of £36,655,000 (2023: £33,766,000) based on the prospective corporation tax rate of 25% (2023: 25%).

Given the Company's status as an investment company and the intention to continue to meet the conditions required to maintain such status in the foreseeable future, the Company has not provided for a deferred tax asset.

7. Return per share – Basic and Diluted

	2024 £'000	2023 £'000
The return per share is based on the following figures:
Revenue return	38,931	41,929
Capital return	69,247	86,929
Total return	108,178	128,858
Weighted average number of shares in issue during the year	187,520,280	209,802,492
Revenue return per share	20.8p	20.0p
Capital return per share	36.9p	41.4p
Total return per share	57.7p	61.4p

The calculation of the total, revenue and capital returns per ordinary share is carried out in accordance with IAS 33, "Earnings per Share (as adopted in the UK)".

As at 30 September 2024 and 2023 there were no dilutive instruments in issue, therefore the basic and diluted return per share are the same.

* Excludes shares held in Treasury.

8. Dividends

In accordance with FRS 102 dividends are included in the Financial Statements in the period in which they are paid or approved by Shareholders.

Amounts recognised as distributable to Shareholders for the year ended 30 September 2024 were as follows:

	EX-DIVIDEND DATE	PAYMENT DATE	2024 £'000	2023 £'000
Second interim dividend paid for the year ended 30 September 2023 of 10.5p per share	5 October 2023	10 November 2023	21,454	–
First interim dividend paid for the year ended 30 September 2024 of 8.8p per share	4 April 2024	17 May 2024	16,477	–
Second interim dividend paid for the year ended 30 September 2022 of 9.8p per share	29 September 2022	4 November 2022	-	21,182
First interim dividend paid for the year ended 30 September 2023 of 8.5p per share	6 April 2023	19 May 2023	-	17,667
			37,931	38,849

* Second interim dividend of 10.8p per share for the		8 November
year ended 30 September 2024 (2023: 10.5p)	3 October 2024	2024	18,097	21,454

* The second interim dividend of 10.8p per share (2023: 10.5p) has not been included as a liability in these Financial Statements as it is only recognised in the financial year in which it is paid.

The maximum retention permitted under Section 1158 of the Corporation Tax Act 2010 is c.£6.5 million (2023: c.7.0 million).

The total dividends payable in respect of the financial year which forms the basis of the retention test are set out below:

	2024 £'000	2023 £'000
Revenue available for distribution by way of dividend for the year	38,931	41,929
2024 First interim dividend of 8.8p per share (2023: 8.5p) paid on 17 May 2024	(16,477)	(17,667)
2024 Second interim dividend of 10.8p per share (2023: 10.5) paid on 8 November 2024	(18,097)	(21,454)
Net additions to revenue reserves	4,357	2,808

The Company's dividend policy is set out on page 18.

9. Investments held at Fair Value Through Profit or Loss

ANALYSIS OF PORTFOLIO MOVEMENTS

	2024 £'000	2023 £'000
Opening book cost	1,244,868	1,293,409
Opening investment holding gains	591,792	558,669
Valuation at 1 October	1,836,660	1,852,078
Movements in the year:
Purchases at cost	122,156	42,619
Sales proceeds	(443,604)	(154,424)
Gains on investments	78,006	96,387
Valuation at 30 September	1,593,218	1,836,660
Closing book cost	1,100,447	1,244,868
Investment holding gains at 30 September	492,771	591,792
Valuation at 30 September	1,593,218	1,836,660

The Company received £443,604,000 (2023: £154,424,000) from investments sold in the year. The realised gains of these investments were £177,027,000 (2023: £63,263,000) and the book cost of these investments when they were purchased was £266,577,000 (2023: £91,161,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

Purchase transaction costs for the year to 30 September 2024 were £516,000 (2023: £50,000). These comprise stamp duty costs of £471,000 (2023: £33,000) and commission of £45,000 (2023: £17,000). Sales transaction costs for the year to 30 September 2024 were £127,000 (2023: £55,000) and comprise commission.

10. Debtors

	2024 £'000	2023 £'000
Amounts due from brokers in respect of portfolio trading – disposals	2,261	4,121
Accrued income and prepayments	5,248	6,088
	7,509	10,209

11. Creditors: Amounts Falling Due Within One Year

	2024 £'000	2023 £'000
Amounts due to brokers in respect of portfolio trading – purchases	–	1,669
Amounts due to brokers in respect of shares repurchased by the Company	2,550	2,134
Other creditors and accruals	1,448	1,063
	3,998	4,866

12. Bank Loan

	2024 £'000	2023 £'000
Bank loan	29,200	36,700

Bank of Nova Scotia, London Branch, the provider of the Company's loan facility, has a fixed and floating charge over the assets of the Company as security against any funds drawn down under the loan facility. As at 30 September 2024 the Company was in the second year of its three year secured fixed term multi-currency revolving loan facility of £60 million (with an additional £40 million available if required).

The three year facility will expire in early October 2025.

The main covenant under the loan facility required that, at each month end, total borrowings should not exceed £100 million (2023: £100 million), Net Asset Value must not fall below £750 million (2023: £750 million) and the ratio of Adjusted Total Net Assets to Debt is not to be less than 4:1 (2023: 4:1). There were no breaches of the covenants during the year.

The Board has set a gearing limit which must not exceed 25% of the Company's net asset value. See the Strategic Report on page 18 and the Report of the Directors on page 40 for further details.

13. Called Up Share Capital

	2024 £'000	2023 £'000
Allotted, issued and fully paid:
167,717,668 (2023: 204,519,434) ordinary shares of 25p each	41,930	51,130
57,273,635 (2023: 20,471,869) ordinary shares of 25p held in Treasury	14,318	5,118
224,991,303 (2023: 224,991,303) total ordinary shares of 25p each	56,248	56,248

No shares were issued by the Company during the year (2023: Nil).

During the year, the Company bought back 36,801,766 shares to be held in Treasury at a cost of £310,808,000 (2023: 11,218,558 shares were bought back at a cost of £97,664,000).

Between 1 October 2024 and 2 December 2024, the Company bought back a further 9,913,457 shares into Treasury at a cost of £85,300,000.

14. Capital Reserve

	CAPITAL RESERVE REALISED £'000	CAPITAL RESERVE INVESTMENT HOLDING GAINS UNREALISED £'000	2024 TOTAL £'000	CAPITAL RESERVE REALISED £'000	CAPITAL RESERVE INVESTMENT HOLDING GAINS UNREALISED £'000	2023 TOTAL £'000
At 1 October 2023	12,420	591,792	604,212	56,279	558,668	614,947
Net gains/(losses) on investments	177,027	(99,021)	78,006	63,263	33,124	96,387
Repurchase of shares into Treasury	(260,969)	–	(260,969)	(97,664)	–	(97,664)
Expenses charged to capital	(6,907)	–	(6,907)	(7,845)	–	(7,845)
Finance costs charged to capital	(1,667)	–	(1,667)	(1,548)	–	(1,548)
Currency translations	(185)	–	(185)	(65)	–	(65)
At 30 September 2024	(80,281)	492,771	412,490	12,420	591,792	604,212

The amount of the capital reserve that is distributable is complex to determine and is not necessarily the full amount of the reserve as disclosed within these Financial Statements of £412,490,000 as at 30 September 2024 (2023: £604,212,000) as this is subject to fair value movements and may not be readily realisable at short notice.

15. Net Asset Value Per Share

	2024	2023
Net assets (£'000)	1,582,168	1,822,729
Number of shares in issue (excluding shares held in Treasury)	167,717,668	204,519,434
Net asset value per share	943.4p	891.2p

As at 30 September 2024 and 2023 there were no dilutive instruments held, therefore the basic and diluted net asset value per share are the same.

At 30 September 2024 57,273,635 shares were held in Treasury (2023: 20,471,869).

16. Transactions with the AIFM, the Portfolio Manager and Related Parties

Details of the relationship between the Company, Frostrow and Lindsell Train are disclosed in the Report of the Directors on pages 36 and 37 and also on the Company's website.

As at 30 September 2024, the Company had an investment in Frostrow with a book cost of £200,000 (2023: £200,000) and a fair value of £3,225,000 (2023: £3,725,000) (including the AIFM capital contribution of £125,000 (2023: £125,000)). During the year Frostrow earned a total of £2,260,000 (2023: £2,609,000) in respect of AIFM fees, of which £171,000 was outstanding at 30 September 2024 (2023: £209,000).

The Company has an investment in The Lindsell Train Investment Trust plc, which is managed by Lindsell Train, with a book cost of £1,000,000 (2023: £1,000,000) and a fair value of £7,640,000 as at 30 September 2024 (2023: £9,720,000). During the year Lindsell Train earned a total of £6,781,000 (2023: £7,828,000) in respect of Portfolio Management fees of which £512,000 was outstanding at 30 September 2024 (2023: £626,000).

Further details can be found in the Corporate Information section of the Company's website.

Details of the income received from the AIFM are disclosed in note 2 on page 79 and details of the remuneration payable to the AIFM and the Portfolio Manager are disclosed in note 3 also on page 79.

Details of the fees of all Directors can be found on pages 53 to 58 and in note 4 on page 80. Directors' interests in the capital of the Company can be found on page 58. There were no other material transactions during the year with the Directors of the Company.

17. Risk Management

As an investment company the Company invests in equities and other investments for the long term so as to secure its investment objective as stated on page 1. In pursuit of its investment objective, the Company is exposed to a variety of risks that could result in either a reduction in the Company's net assets or a reduction in the revenue returns available for distribution.

The Company's financial instruments comprise mainly equity investments, cash balances, borrowings, debtors and creditors that arise directly from its operations.

The principal risks inherent in managing financial instruments are market risk, liquidity risk and credit risk.

The principal and emerging risks of the Company and the Directors' approach to the management of those where the Directors consider there to be a high inherent risk are set out in the Strategic Report on pages 20 to 24.

MARKET RISK

Market risk comprises three types of risk: market price risk, interest rate risk and currency risk.

Market Price Risk

As an investment company, performance is dependent on the performance of the underlying companies and securities in which it invests. The market price of investee companies' shares is subject to their performance, supply and demand for the shares and investor sentiment regarding the company or the industry sector in which it operates. Consequently, market price risk is one of the most significant risks to which the Company is exposed.

At 30 September 2024, the fair value of the Company's assets exposed to market price risk was £1,593,218,000 (2023: £1,836,660,000 see page 9). If the fair value of the Company's investments at the Statement of Financial Position date increased or decreased by 10%, while all other variables remained constant, the capital return and net assets attributable to Shareholders for the year ended 30 September 2024 would have increased or decreased by £159,322,000 or 94.99p per share (2023: £183,666,000 or 89.80p per share).

See page 21 for details on the concentration risk suffered by the Company.

No derivatives or hedging instruments are currently utilised to manage market price risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Interest rate movement may affect:

• the interest payable on the Company's variable rate borrowings
• the level of income receivable from variable interest securities and cash deposits
• the fair value of investments of fixed rate securities

The Company's main exposure to interest rate risk during the year ended 30 September 2024 was through its three year £60 million (2023: £60 million) secured multi-currency committed revolving credit facility (with an additional £40 million facility available if required (2023: £40 million)) with Bank of Nova Scotia, London Branch.

Borrowings at the year end amounted to £29,200,000 (2023: £36,700,000) at an interest rate of 6.5% (5.2% SONIA plus 1.30% margin) (2023: 6.5% (5.2% SONIA plus 1.30% margin and fees)).

If the above level of borrowing was maintained for a year, a 10% increase or decrease in SONIA would decrease or increase the revenue return by £38,000, (2023: £48,000), decrease or increase the capital return in that year by £114,000 (2023: £142,000) and decrease or increase the net assets by £152,000 (2023: £190,000).

The weighted average interest rate, during the year, on borrowings under the above mentioned revolving credit facility was 6.49% (2023: 5.15%). At 30 September 2024, the Company's financial assets and liabilities exposed to interest rate risk were as follows:

	2024		2023
	WITHIN ONE YEAR £'000	MORE THAN ONE YEAR £'000	WITHIN ONE YEAR £'000	MORE THAN ONE YEAR £'000
Exposure to floating rates:
Assets
Cash and cash equivalents	14,639	–	17,426	–
Liabilities
Creditors: amount falling due after more than one year
– borrowings under the loan facility	–	(29,200)	–	(36,700)
Exposure to fixed rates:
Assets
Investments at fair value through profit or loss#	488	–	392	–
Liabilities	–	–	–	–

Celtic 6% cumulative convertible preference shares and Frostrow Capital LLP AIFM Capital Contribution.

Currency Risk

The Financial Statements are presented in sterling, which is the functional and presentational currency of the Company. At 30 September 2024, the Company's investments, with the exception of five, were priced in sterling. The five exceptions were: Heineken, listed in the Netherlands, Remy Cointreau listed in France, Manchester United, Cazoo and Mondelez, all of which are listed in the United States. The aggregate of these represents 4.0% of the portfolio.

17. Risk Management – Continued

The AIFM and the Portfolio Manager monitor the Company's exposure to foreign currencies on a continuous basis and regularly report to the Board. The Company does not hedge against foreign currency movements, but the Portfolio Manager takes account of the risk when making investment decisions.

Income denominated in foreign currencies is converted into sterling on receipt. The Company does not use financial instruments to mitigate the currency exposure in the period between its receipt and the time that the income is included in the Financial Statements.

Foreign Currency Exposure

At 30 September 2024 the Company held £39,334,000 (2023: £171,369,000) of investments denominated in U.S. dollars and £24,541,000 (2023: £156,737,000) in euros.

Currency Sensitivity

The following table details the sensitivity of the Company's return after taxation for the year to a 10% increase or decrease in the value of sterling compared with the U.S. dollar and euro (2023: 10% increase and decrease).

The analysis is based on the Company's foreign currency financial instruments held at each Statement of Financial Position date.

In addition to the foreign currency exposure on investments held at 30 September 2024, the Company also held £385,000 (2023: £1,125,000) in debtors denominated in U.S. dollars and £1,230,000 (2023: £2,117,000) denominated in Euros.

This level of sensitivity is considered to be reasonably possible based on observation of current market conditions and historical trends.

If sterling had weakened against the U.S. dollar and euro, as stated above, assuming all other variables remain constant, this would have had the following effect:

	2024 £'000	2023 £'000
Impact on revenue return	106	259
Impact on capital return	7,170	36,568
Total return after tax/increase in Shareholders' funds	7,276	36,827

If sterling had strengthened against the foreign currencies as stated above, assuming all other variables remain constant, this would have had the following effect:

	2024 £'000	2023 £'000
Impact on revenue return	(87)	(212)
Impact on capital return	(5,866)	(29,918)
Total return after tax/decrease in Shareholders' funds	(5,953)	(30,130)

Credit Risk

Credit risk is the risk that the counterparty to a transaction fails to discharge its obligations under that transaction, which could result in the Company suffering a loss. Credit risk is managed as follows:

• Investment transactions are carried out only with brokers which are considered to have a high credit rating.
• Transactions are undertaken on a delivery versus payment basis whereby the Company's custodian bank ensures that the counterparty to any transactions entered into by the Company has delivered its obligation before any transfer of cash or securities away from the Company is completed.
• Any failing trades in the market are closely monitored by both the AIFM and the Portfolio Manager.
• Cash is only held at banks that have been identified by the Board as reputable and of high credit quality.
• Bank of New York Mellon has a credit rating of Aa2 (Moody's) and AA- (Fitch).

As at 30 September 2024, the exposure to credit risk was £17,263,000 (2023: £21,814,000), comprising:

	2024 £'000	2023 £'000
Fixed assets:
Non-equity investments (preference shares)	363	267
Current assets:
Other receivables (amounts due from brokers)	2,261	4,121
Cash and cash equivalents	14,639	17,426
Total exposure to credit risk	17,263	21,814

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Liquidity risk is not considered significant as the majority of the Company's assets are investments in quoted equities. As at 30 September 2024 it is estimated that 98.1% of the investment portfolio could be realised within 30 days with 79.6% in seven days, based on current trading volumes.

Liquidity risk exposure

FINANCIAL LIABILITIES COMPRISE:	30 SEPTEMBER 2024 £'000	30 SEPTEMBER 2023 £'000
Due within one month:
Balances due to brokers in respect of portfolio trading - purchases	–	1,669
Amounts due to brokers in respect of shares repurchased by the Company	2,550	2,134
Accruals	1,448	1,063
Due after three months and after one year:
Bank loan	29,200	36,700

FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value or at a reasonable approximation of fair value.

VALUATION OF FINANCIAL INSTRUMENTS

The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the asset, noting that most of the Company's investments are quoted assets, which have been categorised as level 1 investments:

• Level 1 quoted prices in active markets.
• Level 2 prices of recent transactions for identical instruments.
• Level 3 valuation techniques using observable and unobservable market data.

17. Risk Management – Continued

The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy at the reporting date as follows:

AS AT 30 SEPTEMBER 2024	LEVEL 1 £'000	LEVEL 2 £'000	LEVEL 3 £'000	TOTAL £'000
Equity investments	1,584,265	5,365	–	1,589,630
Limited liability partnership interest (Frostrow)	–	–	3,100	3,100
Frostrow - AIFM capital contribution	–	–	125	125
Preference share investments	–	363	–	363
	1,584,265	5,728	3,225	1,593,218

During the year the investment in Celtic was moved to level 2 due to low trading volumes.

AS AT 30 SEPTEMBER 2023	LEVEL 1 £'000	LEVEL 2 £'000	LEVEL 3 £'000	TOTAL £'000
Equity investments	1,832,668	–	–	1,832,668
Limited liability partnership interest (Frostrow)	–	–	3,600	3,600
Frostrow - AIFM capital contribution	–	–	125	125
Preference share investments	267	–	–	267
	1,832,935	–	3,725	1,836,660

The unquoted investment in Frostrow is valued by taking the EBITDA and applying a multiple; it has been re-valued by the Directors during the year, using two unobservable market data sources, being Frostrow's earnings and an agreed appropriate comparator multiple. This was the same methodology adopted to value Frostrow as at 30 September 2023.

There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in Level 3 is set out below.

Level 3 Reconciliation of financial assets at fair value through profit or loss at 30 September

	2024 £'000	2023 £'000
Opening fair value	3,725	4,725
Total losses included in gains on investments in the Income Statement	(500)	(1,000)
Closing fair value	3,225	3,725

If the earnings used in the valuation were to increase or decrease by 10% while all the other variables remained constant, the return and net costs attributable to Shareholders for the year ended 30 September 2024 would have increased/decreased by £310,000 (2023: £360,000, applying the same assumptions).

CAPITAL MANAGEMENT OBJECTIVES, POLICIES AND PROCEDURES

The structure of the Company's capital is described in note 13 on page 85 and details of the Company's reserves are shown in the Statement of Changes in Equity on page 73.

The Company's capital management objectives are:

• to ensure that it is able to continue as a going concern; and
• to achieve capital and income growth and to provide Shareholders with a total return in excess of that of the FTSE All-Share Index through an appropriate balance of equity and debt.

The Board, with the assistance of the AIFM and the Portfolio Manager, regularly monitors and reviews the broad structure of the Company's capital. These reviews include:

• the level of gearing, set at a limit in normal market conditions, is not to exceed 25% of the Company's net assets, which takes account of the Company's position and the views of the Board, the AIFM and the Portfolio Manager on the market;
• the extent to which revenue reserves should be retained or utilised; and
• ensuring the Company's ability to continue as a going concern.

The Company's objectives, policies and procedures for managing capital are unchanged from last year.

There were no breaches by the Company during the year of the financial covenants put in place by Bank of Nova Scotia, London Branch in respect of the committed revolving credit facility provided to the Company.

The covenants are unchanged since last year and the Company has complied with them at all times.

18. Net Cash Inflow from Operating Activities

	2024 £'000	2023 £'000
Total return before finance charges and taxation	110,630	132,109
Deduct capital gain before finance charges and taxation	(70,914)	(88,477)
Net revenue before finance charges and taxation	39,716	43,632
Decrease in accrued income and prepayments	1,406	2,235
Increase/(decrease) in creditors	385	(18)
Taxation – overseas withholding tax paid	(795)	(1,109)
AIFM, portfolio management fees and other expenses charged to capital	(6,907)	(7,845)
Net cash inflow from operating activities	33,805	36,895

19. Substantial Interests

At 30 September 2024 the Company held interests in 3% or more of any class of capital in the following entities:

COMPANY OR LIMITED LIABILITY PARTNERSHIP	NUMBER OF SHARES HELD	2024 FAIR VALUE £'000	% OF ISSUED SHARE CAPITAL OR LIMITED LIABILITY PARTNERSHIP INTEREST
A. G. Barr	3,535,000	22,023	3.2
Frostrow Capital LLP (unquoted)†	–	3,225	9.7
The Lindsell Train Investment Trust plc*	10,000	7,640	5.0

† Includes Frostrow Capital LLP's AIFM Capital Contribution, fair value £125,000.

* Also managed by Lindsell Train Limited which receives a portfolio management fee based on the Company's market capitalisation. The details of the fee arrangements with the Company can be found on page 36.

20. Post Balance Sheet Events

During the period from 1 October 2024 to 2 December 2024, a further 9,913,457 shares were bought back and held in Treasury at a cost of £85,300,000.

GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES

Glossary of Terms and Alternative Performance Measures – Unaudited

ACTIVE SHARE (APM)

Active Share is expressed as a percentage and shows the extent to which a fund's holdings and their weightings differ from those of the fund's benchmark index. A fund that closely tracks its index might have a low Active Share of less than 20% and be considered passive, while a fund with an Active Share of 60% or higher is generally considered to be actively managed. The Company has a distinctive strategy: a concentrated portfolio of holdings invested across a small number of sectors and themes. Active Share helps quantify the extent to which the portfolio differs from the benchmark index.

The Active Share data is sourced from Morningstar.

AIC

Association of Investment Companies. The AIC represents a broad range of investment companies, investment trusts, VCTs and other closed-ended funds.

ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD)

Agreed by the European Parliament and the Council of the European Union and transposed into UK legislation, the AIFMD classifies certain investment vehicles, including investment companies, as Alternative Investment Funds (AIFs) and requires them to appoint an Alternative Investment Fund Manager (AIFM) and depositary to manage and oversee the operations of the investment vehicle. The Board of the Company retains responsibility for strategy, operations and compliance and the Directors retain a fiduciary duty to Shareholders.

ALTERNATIVE PERFORMANCE MEASURE ("APM")

An Alternative Performance Measure (APM) is a numerical measure of the Company's current, historical or future financial performance, financial position or cash flows other than a financial measure defined or specified in the applicable financial framework. In selecting these Alternative Performance Measures, the Directors consider the key objectives and expectations of typical investors and believe that each APM gives the reader useful and relevant information in judging the Company's performance and in comparing other investment companies.

BENCHMARK RETURN

Total return on the benchmark, assuming that all dividends received were re-invested, without transaction costs, into the shares of the underlying companies at the time the shares were quoted ex-dividend.

CHIEF OPERATING DECISION MAKER

The Chief Operating Decision Maker of the Company is considered to be the Board of Directors. It is a Generally Accepted Accounting Principal (GAAP) requirement to disclose who the chief operating decision maker is.

DISCOUNT OR PREMIUM (APM)

A description of the difference between the share price and the net asset value per share. The size of the discount or premium is calculated by subtracting the share price from the net asset value per share and is expressed as a percentage (%) of the net asset value per share. If the share price is higher than the net asset value per share the result is a premium. If the share price is lower than the net asset value per share, the shares are trading at a discount. The Board regularly reviews the level of the discount/premium of the Company's share price to the net asset value per share and considers ways in which share price performance may be enhanced, including the effectiveness of share buy-backs, where appropriate.

DISCOUNT OR PREMIUM (APM)	PAGE	30 SEPTEMBER 2024	30 SEPTEMBER 2023
Share price (p)	2 and 3	861.0	852.0
Net asset value per share (p)	2 and 3	943.3	891.2
Discount	2 and 3	8.7%	4.4%

ENTERPRISE VALUE INCLUDING CASH ("EVIC")

EVIC is the denominator used to measure carbon emissions. EVIC means the sum of the market capitalisation of ordinary shares, the market capitalisation of preferred shares, and the book value of total debt and non-controlling interests, without the deduction of cash or cash equivalents.

FTSE DISCLAIMER

"FTSE©" is a trade mark of the London Stock Exchange Group companies and is used by FTSE International Limited under licence. All rights in the FTSE indices and/or FTSE ratings vest in FTSE and or its licensors. Neither FTSE nor its licensors accept any liability for any errors or omissions in the FTSE indices and/or FTSE ratings or underlying data. No further distributions of FTSE Data is permitted without FTSE's express written consent.

GEARING (APM)

Gearing represents prior charges, adjusted for net current assets, expressed as a percentage of net assets (AIC methodology). The Directors believe that it is appropriate to show net gearing in relation to Shareholders' funds as it represents the amount of debt funding on the investment portfolio. The gearing policy is that borrowing will not exceed 25% of the Company's net assets.

Prior charges includes all loans and bank overdrafts for investment purposes.

		30 SEPTEMBER 2024	30 SEPTEMBER 2023
	PAGE	£'000	£'000
Bank loan (prior charges)	74	(29,200)	(36,700)
Net current assets	74	18,150	22,769
Bank loan adjusted for net current assets		(11,050)	(13,931)
Net assets	74	1,582,168	1,822,729
Gearing	2	0.7%	0.8%

THE INSTITUTIONAL INVESTORS GROUP ON CLIMATE CHANGE ("IIGCC")

IIGCC membership enables organisations to ensure that they are part of the solution to climate change.

THE INTERGOVERNMENTAL PANEL ON CLIMATE CHANGE ("IPCC")

The IPCC is the United Nations body for assessing the science related to climate change.

NET ZERO ASSET MANAGERS INITIATIVE ("NZAM")

The Net Zero Asset Managers initiative is an international group of asset managers committed to supporting the goal of net zero greenhouse gas emissions by 2050 or sooner, in line with global efforts to limit warming to 1.5 degrees Celsius; and to supporting investing aligned with net zero emissions by 2050 or sooner.

NET ASSET VALUE ("NAV")

The value of the Company's assets, principally investments made in other companies and cash being held, less any liabilities. The NAV is also described as "Shareholders' funds". The NAV is often expressed in pence per share after being divided by the number of shares that have been issued. The NAV per share is unlikely to be the same as the share price which is the price at which the Company's shares can be bought or sold by an investor. The share price is determined by the relationship between the demand and supply of the shares.

NET ASSET VALUE TOTAL RETURN PER SHARE (APM)

The theoretical total return on an investment over a specified period assuming dividends paid to Shareholders were reinvested at net asset value per share at the time the shares were quoted ex-dividend. This is a way of measuring investment management performance of investment companies which is not affected by movements in discounts or premiums. The Directors regard the Company's net asset value total return per share as being the overall measure of value delivered to Shareholders over the long term. The Board considers the principal comparator to be its benchmark, the FTSE All-Share Index.

NAV TOTAL RETURN	PAGE	30 SEPTEMBER 2024	30 SEPTEMBER 2023
Opening NAV per share (p)	2	891.2	848.4
Increase in NAV per share (p)		52.1	42.8
Closing NAV per share (p)	2	943.3	891.2
Increase in NAV per share		5.8%	5.0%
Impact of dividends re-invested*		+2.4%	+2.2%
NAV per share total return	2, 3 and 4	8.2%	7.2%

* The NAV total return is calculated on the assumption that the total dividends of 19.3p (2023: 18.3p) paid by the Company during the year were reinvested into assets of the Company at the NAV per share at the ex-dividend date. The Treasury shares held by the Company have been excluded from this calculation.

The source of this data is Morningstar who have calculated the return on an industry comparative basis.

ONGOING CHARGES FIGURE (APM)

Ongoing charges are calculated by taking the Company's annualised operating expenses expressed as a proportion of the average daily net asset value of the Company over the year. The costs of buying and selling investments are excluded, as are interest costs, taxation, cost of buying back or issuing ordinary shares and other non-recurring costs. Ongoing charges represent the costs that Shareholders can reasonably expect to pay from one year to the next, under normal circumstances.

		30 SEPTEMBER 2024	30 SEPTEMBER 2023
	PAGE	£'000	£'000
AIFM and portfolio management fees	79	9,041	10,437
Operating expenses	80	1,310	1,167
Total expenses		10,351	11,604
Average net assets during the year		1,697,345	1,907,121
Ongoing charges figure	2	0.61%	0.61%

THE PARIS AGREEMENT

The Paris Agreement's central aim is to strengthen the global response to the threat of climate change by keeping a global temperature rise this century well below 2 degrees Celsius above pre-industrial levels and to pursue efforts to limit the temperature increase even further to 1.5 degrees Celsius.

THE PARIS ALIGNED INVESTMENT INITIATIVE ("PAII")

The PAII was launched by the Institutional Investors Group on Climate Change ("IIGCC") in Europe in May 2019, to explore how investors can align their portfolios with the goals of the Paris Agreement.

PEER GROUP

Finsbury Growth & Income Trust PLC is part of the AIC's UK Equity Income sector. The trusts in this universe are defined as trusts whose investment objective is to achieve a total return for Shareholders through both capital and dividend growth.

REVERSE STRESS TEST

Reverse stress tests are stress tests that identify scenarios and circumstances which would make a business unworkable and identify potential business vulnerabilities.

SASB

The Sustainability Accounting Standards Board ("SASB") aims to establish industry-specific disclosure standards across ESG topics that facilitate communication between companies and investors about financially material, information that is useful for decision-making.

SHARE PRICE TOTAL RETURN (APM)

The change in capital value of a company's shares over a given period, plus dividends paid to Shareholders, expressed as a percentage of the opening value. The assumption is that dividends paid to Shareholders are re-invested in the shares at the time the shares are quoted ex-dividend. The Directors regard the Company's share price total return to be a key indicator of performance. This reflects share price growth of the Company which the Board recognises is important to investors.

SHARE PRICE TOTAL RETURN	PAGE	30 SEPTEMBER 2024	30 SEPTEMBER 2023
Opening share price share (p)	2	852.0	800.0
Increase in share price (p)		9.0	52.0
Closing share price (p)	2	861.0	852.0
Increase in share price		1.1%	6.5%
Impact of dividends re-invested*		+2.3%	+1.0%
Share price total return	2, 3 and 4	3.4%	7.5%

* The share price total return is calculated on the assumption that the total dividends of 19.3p (2023: 18.3p) paid during the year were reinvested into shares of the Company at the share price at the ex-dividend date.

The source is Morningstar who have calculated the return on an industry comparative basis.

STERLING OVERNIGHT INDEX AVERAGE ("SONIA")

SONIA is an interest rate published by the Bank of England. SONIA can be seen as the average interest rate at which a selection of financial institutions lend to one another in British pound sterling (GBP) with a maturity of 1 day (overnight).

STRESS TESTING

Stress testing Is a forward-looking analysis technique that considers the impact of a variety of extreme but plausible economic scenarios on the financial position of the Company.

GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES - CONTINUED

TCFD

The Financial Stability Board created the Task Force on Climate-related Financial Disclosures ("TCFD") to improve and increase reporting of climate-related financial information.

TREASURY SHARES

Shares previously issued by a company that have been bought back from Shareholders to be held by the company for potential sale or cancellation at a later date. Such shares are not capable of being voted and carry no rights to dividends.

Company Information

Share Prices

The Company's ordinary shares are listed on the London Stock Exchange under 'Investment Companies'.

Daily Net Asset Value per share

The daily net asset value per share of the Company's shares can be obtained on the Company's website www.finsburygt.com and is published daily via the London Stock Exchange.

Registered Office

50 Lothian Road Festival Square Edinburgh EH3 9WJ

Incorporated in Scotland with company no. SC013958 and registered as an investment company under Section 833 of the Companies Act 2006.

AIFM, Company Secretary and Administrator

Frostrow Capital LLP 25 Southampton Buildings London WC2A 1AL Telephone: 020 3008 4910 Email: info@frostrow.com Website: www.frostrow.com Authorised and regulated by the Financial Conduct Authority.

Portfolio Manager

Lindsell Train Limited 3rd Floor 66 Buckingham Gate London SW1E 6AU Telephone: 020 7808 1225 Website: www.lindselltrain.com Authorised and regulated by the Financial Conduct Authority.

Independent Auditors

Deloitte LLP 1 New Street Square London EC4A 3HQ

Depositary

The Bank of New York Mellon (International) Limited 160 Queen Victoria Street London EC4V 4LA

Global Custodian

Bank of New York Mellon 160 Queen Victoria Street London EC4V 4LA

ISA Status

The Company's shares are eligible for Individual Savings Accounts ("ISAs") and for Junior ISAs.

Registrars

If you have any queries in relation to your shareholding please contact: Link Group Central Square 29 Wellington Street Leeds LS1 4DL Email: shareholderenquiries@linkgroup.co.uk Telephone +44 (0)371 664 0300 Website: www.linkgroup.eu

Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 and 17:30, Monday to Friday excluding public holidays in England and Wales.

Shareholder Portal

If you hold your shares directly you can register online to view your holdings using the Share Portal, a service offered by Link Group www.signalshares.com.

The Share Portal is an online service enabling you to quickly and easily access and maintain your shareholding online – reducing the need for paperwork and providing 24 hour access to your shareholding details.

Corporate Broker

Winterflood Securities Limited Riverbank House 2 Swan Lane London EC4R 3GA

Identification Codes

Shares:	SEDOL:	0781606
	ISIN:	GB0007816068
	BLOOMBERG:	FGT LN
	EPIC:	FGT

Legal Entity Identifier (LEI)

213800NN4ZKX2LGIGQ40

Global Intermediary Identification Number (GIIN)

QH4BH0.99999.SL.826

Disability Act

You can contact the Company or the Company's registrar, Link Group, using Relay UK, a service that helps people with hearing and speech difficulties communicate with anyone over the phone using the national relay service. You can download their app or call 0800 731 1888 to access this service.

WARNING TO SHAREHOLDERS:

Avoid investment fraud 1 Reject cold calls If you've received unsolicited contact about an investment opportunity, chances are it's a high risk investment or a scam. You Investment scams are Be ScamSmart Many companies have become aware that their Shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based 'brokers' who target UK Shareholders offering to sell them what often turn out to be worthless or high-risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares or offers of free company reports.

should treat the call with extreme caution.

Report a Scam

0800 111 6768

If you suspect that you have been approached by fraudsters please tell the FCA using the reporting form at www.fca.org.uk/consumers/reportscam-unauthorised-firm. You can also call

the FCA Consumer Helpline on

0300 123 2040 or online at www.actionfraud.police.uk

Find out more at

If you have lost money to investment fraud, you should report it to Action Fraud on

www.fca.org.uk/scamsmart

The safest thing to do is to hang up. 2 Check the FCA Warning List The FCA Warning List is a list of firms and individuals we know are operating without our authorisation. 3 Get impartial advice Think about getting impartial financial designed to look like genuine investments Spot the warning signs Have you been: • contacted out of the blue • promised tempting returns Please note that it is very unlikely that either the Company or the Company's Registrar, Link Group, would make unsolicited telephone calls to Shareholders. Such calls would relate only to official documentation already circulated to Shareholders and never in respect of investment 'advice'.

advice before you hand over any money. Seek advice from someone unconnected to the firm that has approached you. • called repeatedly, or • told the offer is only available for a limited time? If so, you might have been contacted by fraudsters. Remember: if it sounds too good to be true, it probably is! Shareholders who suspect they may have been approached by fraudsters should advise the Financial Conduct Authority ("FCA") using the share fraud report form at www.fca.org.uk/scams or call the FCA Customer Helpline on 0800 111 6768. You may also wish to call either the Company Secretary or the Registrar whose contact details can be found on page 97.

and told the investment is safe

Mobius Investment Trust Plc

www.mobiusinvestmenttrust.com

25 Southampton Buildings, London WC2A 1AL

The pulp is bleached using a totally chlorine free (TCF) process. This report has been produced using vegetable based inks.

ISO 14001 certificate for environmental management.

This report is printed on Revive 100% White Silk a totally recycled paper produced using 100% recycled waste at a mill that has been awarded the

This report is printed on Revive 100% White Silk a totally recycled paper produced using 100% recycled waste at a mill that has been awarded the ISO 14001 certificate for environmental management.

The pulp is bleached using a totally chlorine free ("TCF") process. This report has been produced using vegetable based inks.

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