## 2024
## Report and Accounts
### Emerging Cities | Emerging Wealth | Emerging Opportunities
Rumo S.A. (Brazil)
## Utilico Emerging Markets Trust plc’s investment
## objective is to provide long term total return
## through a flexible investment policy that permits
## UEM to make investments predominantly in
## infrastructure, utility and related sectors, primarily
## in emerging markets.
### Trusted Diversified Proven
A closed end fund A diverse portfolio of Strong management team
focused on long term operational cash with a long term record
total return generative investments of outperformance
## Why Utilico Emerging Markets Trust plc?
## Utilico Emerging Markets Trust plc is a UK listed
## fund uniquely focused on infrastructure and
## utilities in emerging markets, where structural
## growth drivers are accelerated by global
## infrastructure megatrends.
Unique Exposure Experienced Management
UEM offers a diverse portfolio of high conviction, bottom- Since UEM’s inception in 2005, the portfolio has been
up investments in infrastructure and utilities, providing managed by a dedicated, active investment team with
unique exposure to megatrends in emerging markets a long track record of investing successfully in this
(“EM”). highly specialised asset class.
Real Assets Driving Compelling Returns Strong Performance
UEM's portfolio of primarily listed operational As at 31 March 2024, UEM has delivered a 9.5%
infrastructure assets typically offers attractive growth annualised NAV total return over 18 years; it has
and yields at a compelling valuation. As a result of outperformed the MSCI Emerging Markets total return
long term cash flows, which are often underpinned Index over the last one, three, five and ten years, and
by established regulatory frameworks, the portfolio since inception; and has a 3.9% dividend yield.
provides predictable, sustainable and growing income.
Report and Accounts for the Year to 31 March 2024 | 1
### Contents
Performance
3 Current Year Performance
4 UEM Company Overview
5 Performance Summary
6 Chairman’s Statement
9 Geographical Investment Exposure
12 Top Thirty Companies
14 Performance Since Inception (20 July 2005)
15 Ten Year Performance
International Container Terminal Services, Inc.
(The Philippines)
Strategic Report And Investments

| 18 Investment Managers’ Report | Financial Calendar |
| --- | --- |
| 23 Our Investment Approach | Year End |
| 25 ESG Spotlight | 31 March |

26 Largest Holdings Overview
Annual General Meeting
32 Strategic Report 17 September 2024
41 Investment Managers and Team
Half Year
30 September
Governance
Dividends Payable
43 Directors
March, June, September
44 Directors’ Report
and December
50 Corporate Governance Statement
56 Directors’ Remuneration Report
The business of Utilico Emerging
59 Audit & Risk Committee Report
Markets Trust plc ("UEM" or
62 Directors’ Statement of Responsibilities
the "Company") consists of
investing the pooled funds of
Financial Statements
its shareholders in accordance
63 Independent Auditor’s Report
with its investment objective and
69 Accounts
policy, with the aim of spreading
73 Notes to the Accounts investment risk and generating
a return for shareholders. The
Additional Information
joint portfolio managers of the
92 Notice of Annual General Meeting Company are ICM Investment
96 Company Information Management Limited (“ICMIM”)
and ICM Limited (“ICM”),
97 Alternative Performance Measures
together referred to as the
99 Historical Performance
“Investment Managers”.
2 | Utilico Emerging Markets Trust plc
## Current Year Performance

| Net Asset Value ("NAV") | Share Price Total | NAV of 274.01p | Share Price |
| --- | --- | --- | --- |
| Total Return Per Share * | Return Per Share* | Per Share | of 221.00p |
| 12.8% | 5.8% |  9.2% |  1.8% |
| (2023: 2.1%) | (2023: 0.8%) | (2023:  1.3%) | (2023:  3.1%) |
| Dividends of 8.60p | Dividends Paid | Invested | Realised |

Per Share

|  1.8% | £16.9m | £80.2m | £155.5m |
| --- | --- | --- | --- |
| (2023:  5.6%) | (2023: £17.2m) | (2023: £108.9m) | (2023: £126.6m) |
| 11.4m Shares | Total Revenue | Ongoing Charges* | Net Cash |
| Bought Back | Return Income |  |  |
| £25.4m | £23.1m | 1.5% | £5.8m |
| (2023: £27.2m) | (2023: £24.3m) | (2023: 1.4%) | (2023: Net Debt £36.1m) |

* See Alternative Performance Measures on pages 97 and 98
## Total Return Comparative Performance (Pence)
from 31 March 2023 to 31 March 2024
115
110
105
100
95
Mar 24Feb 24Jan 24Dec 23Nov 23Oct 23Sep 23Aug 23Jul 23Jun 23May 23Apr 23Mar 23

|  | Share price total return per shareNAV total return per share |  | MSCI Emerging Markets total return Index (GBP adjusted) |  |  |
| --- | --- | --- | --- | --- | --- |
| Rebased to 100 as at 31 March 2023 |  |  |  | Source: ICM and Bloomberg |  |
|  |  | Report and Accounts for the Year to 31 March 2024 |  |  | \| 3 |

## UEM Company Overview
Centrais Eletricas Brasileiras S.A. (Brazil)
UEM was founded in 2005 when Charles Jillings the investment opportunities that UEM is currently
recognised that there was significant interest witnessing. These drivers are being further accelerated
specifically in infrastructure and utilities assets in by global infrastructure megatrends of energy growth
emerging markets following investor presentations and transition, social infra, digital infra and global
some 20 years ago for Utilico Investment Trust plc, trade, which are contributing to UEM’s investment
now UIL Limited, which held a number of these objective of providing long term total returns and
investments. driving UEM’s outperformance of the MSCI EM Index
over the last one, three and five years and since
UEM is a UK listed closed-ended investment trust. It
inception.
is uniquely focused on investing in infrastructure and
utilities assets in emerging markets where structural UEM’s diversified portfolio currently has around 70
growth drivers are accelerated by global infrastructure stocks, derived from UEM’s bottom-up investment
megatrends, helping to deliver attractive long term approach incorporating ESG considerations. UEM
total returns. UEM is a differentiated, benchmark holds an award winning record of outperformance, it
agnostic investment trust that has underlying is included in Interactive Investor’s “Super 60” range of
exposure primarily to listed operational infrastructure funds and is Morningstar “5 star” rated.
assets, that typically offer attractive growth and yields
at currently compelling valuations. These real assets
often are underpinned by established regulatory
frameworks that provide predictable, sustainable
and growing income managed by experienced
management teams.
The structural growth drivers within emerging markets
of positive demographics, increase in urbanisation, 3 year rating out of 2,924
Global Emerging Market Equity
rising middle class and strong GDP growth, underpin funds as of 31 March 2024
4 | Utilico Emerging Markets Trust plc
## Performance Summary
31 March 31 March % change
2024 2023 2024/23
1
NAV total return per share (annual) (%) 12.8 2.1 n/a
1

| Share price total return per share | (annual) (%) 5.8 0.8 n/a |  |
| --- | --- | --- |
|  | 1 | 2 |
| Annual compound NAV total return | (since inception - 20 July 2005 | ) (%) 9.5 9.3 n/a |

NAV per share (pence) 274.01 250.91 9.2
Share price (pence) 221.00 217.00 1.8
1
Discount (%) (19.3) (13.5) n/a
Earnings per share (basic)
- Capital (pence) 20.48 (6.61) 409.8
- Revenue (pence) 8.83 9.40 (6.1)
Total (pence) 29.31 2.79 950.5
Dividends per share
- 1st quarter (pence) 2.15 2.00 7.5
- 2nd quarter (pence) 2.15 2.15 0.0
- 3rd quarter (pence) 2.15 2.15 0.0
3
- 4th quarter (pence) 2.15 2.15 0.0
Total (pence) 8.60 8.45 1.8
1
Gross assets (£m) 522.9 542.5 (3.6)
Equity holders’ funds (£m) 522.9 507.4 3.1
Shares bought back (£m) 25.4 27.2 (6.6)
Net cash/(overdraft) (£m) 5.8 (1.0) 680.0
Bank loans (£m) – (35.1) 100.0
Net cash/(debt) (£m) 5.8 (36.1) 116.1
1
Net cash/(gearing) (%) 1.1 (7.1) n/a
Management and administration fees and other expenses (£m) 7.7 7.4 4.1
1
Ongoing charges figure (%) 1.5 1.4 n/a
1 See Alternative Performance Measures on pages 97 and 98
2 All performance data relating to periods prior to 3 April 2018 are in respect of Utilico Emerging Markets Limited (“UEM Limited”), UEM's predecessor
3 The fourth quarterly dividend has not been included as a liability in the accounts
Report and Accounts for the Year to 31 March 2024 | 5
# Chairman's Statement

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

**JOHN RENNOCKS**
Chairman

UEM delivered a strong performance with a positive NAV total return of 12.8% for the year to 31 March 2024. This was once again significantly ahead of the MSCI Emerging Markets total return Index which was up 5.8% over the same period.

The year to 31 March 2024 has again been challenging.

The eruption of the war in Israel and Gaza has been devastating for those involved and adds to the rising geopolitical frictions from the war in Ukraine through to the US-China tensions. Volatility in most markets remains elevated as uncertainty has dominated, with inflation and sharply higher central bank interest rates adding to the challenges on climate change and natural disasters.

UEM measures its performance on a total return basis over the long term and the Investment Managers are seeking long term outperformance. Despite difficult markets, over one, three, five and ten years and since inception, UEM has outperformed the MSCI EM Index and the long term annual compound NAV total return since inception to 31 March 2024 of 9.5% exceeded the MSCI EM total return Index of 7.5%.

## Global Economy

There remain numerous challenges faced by the markets, each of which is difficult in its own right. We have historically highlighted a number of these, and they largely remain unresolved as we continue to see a significant rise in nationalism, wealth inequality and global migration.

Last year we witnessed the sharply higher inflationary environment and the response by the central banks to increase interest rates to bring inflation under control. The year to 31 March 2024 has seen inflation fall and the surprising part has been the continued strength of the economies, especially in the United States, despite higher interest rates. This is evidenced by resilience in the labour market which, in most western countries, unemployment levels are at record lows. This is good for workers but ultimately negative for the inflation outlook, as wage demands continue to keep inflation elevated.

Equity markets have broadly moved to the upside as they anticipate central banks' rate cuts, although the higher for longer interest rate expectation has surprised many economic commentators.

## Emerging Markets

Most EM stock markets recovered strongly this year, reversing last year's weakness and reflecting global

## MSCI EM Sector Index total returns (GBP adjusted)

from 31 March 2023 to 31 March 2024

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

Source: ICM and Bloomberg

6 | Utilico Emerging Markets Trust plc
Indices Movements
from 31 March 2023 to 31 March 2024
150
140
130
120
110
100
90
80
70

| Mar 23 |  | Jun 23 Sep 23 Dec 23 Mar 24 |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | Brazil Ibovespa Index |  | Bucharest Exchange Trading Index | Hang Seng Index |  |
|  | PSEi - Philippene SE Index |  | Sensex Index | Shanghai SE Composite Index |  |
| Rebased to 100 as at 31 March 2023 |  |  |  |  | Source: Bloomberg |

expectations of lower interest rates. Brazil’s Bovespa number of listed EV companies' share prices marked
Index was up 25.7%, the Indian Sensex up 24.9% and down significantly. This reduction, together with some
the Philippine PSEI Index up 6.2%. The two outliers realisations, saw the unlisted investments reduce in
were Hong Kong's Hang Seng Index which was down value and as a percentage of the total portfolio. As at
18.9% and China's Shanghai Composite Index down 31 March 2024 the unlisted investments represented
7.1%. 4.5% of the total portfolio.
In comparison, all currencies in the portfolio were
Revenue Earnings and Dividend
down against Sterling except for the Mexican Peso
While UEM’s revenue earnings per share (“EPS”)
which was up 6.3% over the year to 31 March 2024.
decreased by 6.1% to 8.83p as at 31 March 2024,
The high interest rates and improved outlook for
dividends remain covered by the EPS.
Sterling has seen it recover strongly over the year,
reversing last year’s Sterling weakness. Of note was the
UEM has declared four quarterly dividends of 2.15p
weak Chilean Peso, down 21.1% against Sterling.
each, totalling 8.60p per share, a 1.8% increase over
the previous year. The retained earnings revenue
Most commodities have moved lower during the
reserves increased by £0.5m in the year to £10.1m as at
period under review as supply chains have adjusted,
31 March 2024, equal to 5.29p per share.
with wheat down by 19.1%, soybean down by 20.9%
and copper down by 2.1% while Brent crude oil
Ongoing Charges
increased by 9.7%, driven by a number of factors from
stronger economies and geopolitical pressures. Ongoing charges were 1.5% for the year to 31 March
2024 (2023: 1.4%), reflecting increases in marketing
Unlisted Investments (Level 3 Investments) expenditure, audit and custody fees.
UEM has, over the years, invested in unlisted
Share Buybacks
businesses at a modest level. As at 31 March 2023
the value of the unlisted portfolio had risen to 10.8% UEM’s share price discount continued to widen over
of the total portfolio, which was driven primarily by the year from 13.5% as at 31 March 2023 to 19.3% as
the revaluation of Petalite Limited ("Petalite"). In the at 31 March 2024. This remains well above the level
year to 31 March 2024 the carrying value of Petalite that the Board would wish to see over the medium
was reduced by 70.0% reflecting the challenges in term. The Company has therefore continued buying
the electric vehicle ("EV") space which resulted in a back shares for cancellation, with 11.4m shares bought
Report and Accounts for the Year to 31 March 2024 | 7
### Chairman’s Statement (continued)
back during the year to 31 March 2024, at an average taking on the role of Senior Independent Director.
price of 223.36p and total cost of £25.4m. The share As part of the Company’s succession planning, we
buybacks have contributed 1.0% to UEM's total returns engaged an independent search consultancy to find
during the year to 31 March 2024. a suitably qualified Director to join the Board. After a
thorough selection process, the Board is pleased to
While the Board is keen to see the discount narrow, any
appoint Nadya Wells as a non executive Director with
share buyback remains an independent investment
effect from 1 September 2024. Nadya has over 25
decision. Historically the Company has bought back
years' experience in emerging markets, having spent
shares if the discount widens in normal market
13 years with the Capital Group as a portfolio manager
conditions to over 10.0%. Since inception, UEM has
and prior to that was a portfolio manager at Invesco
bought back 86.2m ordinary shares totalling £164.2m.
Asset Management investing in Eastern Europe.
The buybacks now represent significantly more than
the initial IPO capitalisation of UEM Limited when it
Outlook
came to market in July 2005.
The structural growth and global infrastructure
Board megatrends in EM continue to drive growth within EM
economies. Our investee companies continue to make
As reported last year, Susan Hansen stepped down
good progress and we remain optimistic that UEM
from the Board following the 2023 Annual General
offers significant value to its shareholders.
Meeting (“AGM”) and the Board continues to comprise
four Directors. Having joined the Board in 2015 and
served for a period approaching nine years, I intend
John Rennocks
to retire from the Board on 31 December 2024. I
Chairman
am pleased to report that Mark Bridgeman, who is
currently the Company’s Senior Independent Director,
14 June 2024
has agreed to replace me as Chairman with Isabel Liu
Currency Movements vs Sterling
from 31 March 2023 to 31 March 2024
105
100
95
90

| Mar 23 |  |  | Jun 23 Sep 23 Dec 23 Mar 24 |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | Brazilian Real |  | Romanian Leu | Hong Kong Dollar |  |
|  | 8 \| | Utilico Emerging Markets Trust plc |  |  |  |  |
|  |  | Philippine Peso |  | Indian Rupee | Chinese Renminbi |  |
| Rebased to 100 as at 31 March 2023 |  |  |  |  |  | Source: Bloomberg |

## Geographical Investment Exposure
### as at 31 March 2024

| Other Europe |  | Poland |  | Other Asia |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | 10.2% |  | 3.7% |  | 3.3% |  |
|  | (5.9%) |  | (2.6%) |  | (4.8%) | China |

(including Hong Kong)
### 11.0%
(15.8%)

| UK | South Korea |  |
| --- | --- | --- |
| 2.8% |  | 2.8% |
| (6.2%) |  | (4.1%) |

### Vietnam
### Middle East/
### 9.3%
### Africa
(7.0%)
### 6.0%
### Mexico
### (5.8%) The Philippines
### 3.2%
### India 6.8%
(5.4%)
(4.9%)
### 7.7%
(10.7%)
### Brazil
### Colombia
### 25.8%
### 2.6%
(20.9%)
(2.2%)
### Chile
### 4.8%
(3.7%)
## Sector Distribution of Total Assets
### Ports and Logistics 20.0% (17.0 %)
### Electricity 19.8% (17.4%)
### Data Services and Digital 11.7% (13.1%)
### Infrastructure
### Water and Waste 9.5% (6.6%)
### Renewables 9.4% (12.7%)
### Airports 6.2% ( 7.4%)
### Telecommunications 5.1% (6.7%)
### Road and Rail 4.9% (3.4%)
### Gas 4.8% ( 7.5%)
### Infrastructure Investment Funds 4.7% (3.7%)
### Other 3.9% (4.5%)
Figures in brackets as at 31 March 2023 Source: ICM
Report and Accounts for the Year to 31 March 2024 | 9
## Resilient Portfolio in the Current Macro and
## Geopolitical Environment
Inflation Energy Prices
• A number of UEM’s investee • Energy generation assets
companies have concession benefitting from current volatile
contracts linked to inflation fuel prices
• Given monopolistic nature or • Most of investee companies are
strong market position of majority able to pass through fuel price
of investments, able to pass increases
through price increases

| Interest Rates |  | Geopolitical Tensions |  |  |
| --- | --- | --- | --- | --- |
|  | Average net debt / EBITDA within the |  | • Increasingly multi-polar world and |  |
|  | portfolio of 1.9x (2023: 2.0x), enabling |  |  | the reshaping of the competitive |
|  | companies to cope in a higher rate |  |  | environment providing new |
|  | environment |  |  | investment opportunities |
|  | Reduced FX risk with the majority of |  | • More diverse supply chains |  |
|  | companies' debt matching income |  |  | benefitting well located assets in |
|  | streams |  |  | the portfolio |

## UEM portfolio benefitting from structural growth
## drivers accelerated by global infrastructure
## megatrends
Energy Growth and Social Infra
Transition

| Decarbonisation and | Urbanisation and rise of |
| --- | --- |
| investment in energy to | the middle class driving |
| support strong economic | demand for better social |
| growth | infrastructure |
| 31.8% | 24.9% |
| of total | of total |
| investments | investments |
| Digital Infra | Global Trade |
| Rapid digital adoption | Trade being fuelled by |
| accelerating demand for | structural growth drivers, |
| digital infrastructure | geopolitical dynamics and |

shifting supply chains

| 21.8% | 21.5% |
| --- | --- |
| of total | of total |
| investments | investments |

10 | Utilico Emerging Markets Trust plc
## Megatrends Driving Upside in Emerging Markets
Energy
Growth and Decarbonisation and investment in energy to support strong economic growth
Transition
• Rapid economic development requires significant investment in energy infrastructure.
• Lower or net zero emissions targets to combat climate change require decarbonisation of the
energy matrix.
• Geopolitical concerns driving energy security higher up the agenda look to cut reliance on
imported oil and gas.
• Huge investment in renewables assets and supporting grid infrastructure across EM.
Urbanisation and rise of the middle class driving demand for better social
Social Infra
infrastructure
• Most emerging markets countries lack adequate essential social infrastructure.
• The growth of the middle class is increasing demand for better quality services and
infrastructure.
• Rapid urbanisation is creating a need for huge investments in infrastructure, transportation,
communication and internet services creating exciting opportunities for portfolio companies.
Digital Infra Rapid digital adoption accelerating demand for digital infrastructure
• Advantageous demographics of young EM populations typically are more tech savvy driving
demand for digital infra.
• Affordable information technology drives innovation, knowledge and accountability driving
social benefits and commercial returns.
• A more capable and connected digital infrastructure is empowering companies in emerging
markets to deliver goods and services to a domestic and global customer base.
• New and disruptive applications developed in emerging markets are facilitating new business
models and efficiencies.
Global Trade being fuelled by structural growth drivers, geopolitical dynamics and shifting
Trade supply chains
• Emerging market economies offering strong GDP growth increasing their importance in the
share of world trade.
• Supply chain disruptions, geopolitical tensions and increasing export restrictions has led
companies to reconsider their supply chains.
• The increasingly multi-polar world and the reshaping of the competitive environment are
presenting new investment opportunities - new manufacturing hubs are being created as
there has been an increase in “shoring” (onshoring, nearshoring and friendshoring) and the
need to diversify supply chains.
Report and Accounts for the Year to 31 March 2024 | 11
## Top Thirty Companies
### 1 2 3 4 5

|  | 4.9% |  | 4.7% |  |  | 4.0% |  | 3.9% |  | 3.9% |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | International | Alupar Investimento |  |  |  | Santos Brasil | FPT Corporation |  | Orizon Valorizacao |  |
| Container Terminal |  |  |  | S.A. | Participacoes S.A. |  |  |  | de Residuos S.A. |  |

Services, Inc.
Global Energy Global Digital Social
Growth and
Trade Transition Trade Infra Infra
Ports and Logistics Electricity Ports and Logistics Data Services and Water and Waste
Digital Infrastructure

|  | Global container | Brazilian holding |  | Brazilian port |  | Information | Waste treatment |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | port operator |  | company for | operator |  | technology and | operator in Brazil |
| headquartered in The |  |  | electricity |  | telecommunications |  |  |
|  | Philippines | transmission and |  |  | service company in |  |  |
|  |  | renewable assets |  |  |  | Vietnam |  |
|  | 25,309 | 24,200 |  | 20,550 |  | 20,457 | 19,995 |
|  | Value £’000s |  | Value £’000s | Value £’000s |  | Value £’000s | Value £’000s |

### 6 7 8 9 10

| 3.0% |  | 2.9% |  |  | 2.8% |  | 2.7% |  | 2.6% |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| InPost S.A. | Centrais Eletricas |  |  | Korean Internet |  | India Grid Trust |  | VinaCapital Vietnam |  |
|  | Brasileiras S.A. |  | Neutral Exchange Inc. |  |  |  |  | Opportunity Fund Ltd |  |

Digital Energy Digital Energy Social
Growth and Growth and
Infra Transition Infra Transition Infra
Ports and Logistics Electricity Data Services and Electricity Infrastructure
Digital Infrastructure Investment Funds
European logistics Electricity generation South Korean data An infrastructure Investment company
operator and transmission centre operator investment trust in Vietnam
company in Brazil with electricity
transmission and
solar assets in India
## 15,435 14,797 14,511 14,288 13,364
Value £’000s Value £’000s Value £’000s Value £’000s Value £’000s
Note: % of total investments
For more information on the top ten companies, see the holdings review starting on page 27.
12 | Utilico Emerging Markets Trust plc

| 31 March |  | Value | % of total |
| --- | --- | --- | --- |
|  | 2024 Company (Country) Description and Megatrends | £’000s | investment |
|  | 11 Serena Energia S.A. (Brazil) Renewable energy | 12,595 2.4 |  |
|  | 12 Umeme Limited (Uganda) Electricity distributor | 11,948 2.3 |  |
|  | 13 Rumo S.A. (Brazil) Rail-based logistics operator | 11,495 2.2 |  |

14 Petalite Limited (UK) - Unlisted EV charging technology company 10,082 2.0
15 Ocean Wilsons Holdings Limited (Brazil) Port operator and investment 10,040 1.9
company
16 Manila Water Company, Inc (The Water distributor and sanitation 9,958 1.9
Philippines)
17 KunLun Energy Company Limited (China) Gas transmission and distributor 9,907 1.9
18 Cia de Saneamento Basico do Estado de Water distributor and sanitation 9,769 1.9
Sao Paulo (Brazil)
19 Citic Telecom International Holdings Telecommunications provider 9,686 1.9
Limited (Hong Kong)
20 Aguas Andinas S.A. (Chile) Water distributor and sanitation 9,519 1.8
21 JSL S.A. (Brazil) Logistics operator 9,219 1.8
22 Holding Bursatil Regional S.A. (Chile) Stock Exchange 8,787 1.7
23 TTS (Transport Trade Services) S.A. Freight forwarding company 8,504 1.7
(Romania)
24 Powergrid Infrastructure Investment Infrastructure investment trust 8,355 1.6
Trust (India)
25 TAV Havalimanlari Holding A.S. (Turkey) Airport operator 7,501 1.5
26 Grupo Traxion S.A.B. de C.V. (Mexico) Logistics operator 7,439 1.4
27 Power Grid Corporation of India Limited Electricity distributor 7,371 1.4
(India)
28 Shanghai International Airport Co., Ltd Airport operator 7,264 1.4
(China)
29 China Gas Holdings Limited (China) Gas distributor 7,141 1.4
30 Societe Nationale des Telecommunications provider 6,981 1.4
Telecommunications du Senegal (Senegal)
Other investments 150,728 29.1
Total portfolio 517,195 100.0
Report and Accounts for the Year to 31 March 2024 | 13
## Performance Since Inception
### (20 July 2005)

| NAV Annual Compound | NAV Total Return | Share Price Total Return |
| --- | --- | --- |
| Total Return* | Per Share* | Per Share* |
| 9.5% | 443.1% | 354.7% |
| 86.2m Shares | Dividends Per Share Increased | Dividends Paid |
| Bought Back | from 1.50p to | Cumulative |
| £164.2m | 8.60p | £237.5m |

* See Alternative Performance Measures on pages 97 and 98
NAV and Share Price Performance Since Inception (Pence)
from 20 July 2005 to 31 March 2024
550
500
450
400
350
300
250
200
150
100
50

|  |  |  |  |  | 201920182017201620152014201320122011201020092008200720062005 |  | 2021 2022 2023 | 20242020 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| NAV total return |  | Share price total return |  | MSCI Emerging Markets |  | MSCI Emerging Markets |  |  |
| per share | 1 | per share | 1 | total return Index |  | Utilities total return Index |  |  |
|  |  |  |  | (GBP adjusted) |  | (GBP adjusted) |  |  |

Rebased to 100 as at 20 July 2005
1 Adjusted for the exercise of warrants and subscription shares Source: ICM and Bloomberg
14 | Utilico Emerging Markets Trust plc
## Ten Year Performance
### to 31 March 2024
Dividends Per Share (Pence) Revenue Earnings Per Ordinary Share (Pence)
9.0 10.0
8.5
8.0 8.0
7.5
7.0 6.0
6.5
6.0 4.0
5.5
5.0 2.0
4.5

| 4.0 |  |  | 0.0 |  |  |
| --- | --- | --- | --- | --- | --- |
|  | 20222021202020192018201720162015 | 2023 2024 |  | 20222021202020192018201720162015 2023 2024 |  |
|  |  | Source: ICM |  |  | Source: ICM |

Investment Purchases and Realisations (£m) Portfolio Progression (£m) and Number
of Holdings
300 700
92 87 92 88 79
600
250 81
72
84
500
200 86
81
400
150
300
100
200
50
100

| 0 |  |  |  | 0 |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | 20222021202020192018201720162015 2023 2024 |  |  |  | 20222021202020192018201720162015 2023 2024 |  |
|  | Purchases | Realisations |  |  | Largest investment | Value of 2–10 | Value of 11–20 |  |
|  |  |  |  |  | Value of 21–40 Value of 41 and over |  |  | Source: ICM |

## UEM invests primarily in companies and sectors
## displaying the characteristics of essential services
## or monopolies, benefitting from EM structural
## growth drivers accelerated by global infrastructure
## and utilities megatrends.
Report and Accounts for the Year to 31 March 2024 | 15
Source: ICM
## Santos Brasil Participacoes S.A.
### Santos Brasil Participacoes S.A. is a port and
### logistics operators in Brazil, with its main asset
### being the container terminal Tecon Santos
### located in Porto de Santos, the largest port in
### South America. Porto de Santos handles over
### 25% of Brazilian trade. UEM invested in 2018.
In the year to 31 December 2023, revenues increased
## 10.5%
and EBITDA 23.5%
16 | Utilico Emerging Markets Trust plc
## Manila Water Company, Inc
Manila Water Company, Inc is the concessionaire for water
supply, wastewater and sanitation services in the East Zone of
Metro Manila in the Philippines. It serves a population of over
7m people. UEM first invested in its current stake in November
2023.
In the year to 31 December 2023, revenues increased
## 34.7%
and EBITDA 61.9%
## FPT Corporation
FPT Corporation is the largest information technology service
company in Vietnam. It also provides fibre broadband and
data centre services. Its education division has over 145,000
students enrolled in its private schools, colleges and university.
UEM first invested in 2019.
In the year to 31 December 2023, revenues increased
## 19.6%
and EBITDA 21.0%
Report and Accounts for the Year to 31 March 2024 | 17
## Investment Managers’ Report
It is pleasing to see UEM We continue to be surprised by the tightness of labour
report another NAV gain, with markets. Unemployment levels remain at record lows
a NAV total return for the year in many countries. Our view is that the combination
to 31 March 2024 of 12.8%, of workers suffering from long Covid and increased
building on last year’s 2.1% social care falling on families, together with early
uplift and the prior two year’s retirement has all contributed to the reduction in
14.9% and 30.2% returns. the available labour force. In addition, we are of the
This performance was again view that nearshoring (Global Trade megatrend),
significantly ahead of the MSCI renewables (Energy Growth and Transition megatrend)
EM total return Index which and other global infrastructure megatrends are driving
CHARLES JILLINGS
increased 5.8% during the year. investment in the developed world and emerging
Investment Manager
markets at above average trends and inflation could
UEM’s NAV performance over
remain elevated for some time. This certainly looks to
one year, three, five and ten years and since inception
be the case in the United States.
are all ahead of the MSCI EM total return Index. UEM
has achieved this together with a rising dividend A stark point to note is most central banks reference
payout; lower volatility (as at 31 March 2024, UEM’s their interest rates off the US Federal Reserve.
five year Beta was 0.81x); and with a portfolio which is Decreasing rates at a time when the US is holding
significantly different from the MSCI Index. This should rates is seen as high risk for smaller economies. It is
be compelling to investors who want exposure to not surprising therefore to see the Chilean Peso fall
emerging markets, top performance and comparatively by 21.1% given its central bank cut rates from 11.25%
low levels of volatility. to 7.25% in the year to 31 March 2024. Certainly, the
emerging economies have more room to cut rates, but
The world is still faced with a number of unresolved
are looking for the US Federal Reserve to move first.
deep-seated issues. As noted in the Chairman’s
Statement these range from inflation to climate Despite elevated central bank rates, UEM's portfolio of
change. To this, we can add the tragic events in Israel investments exceeded our expectations. The strength
and Gaza and the risk that the Middle East descends of the businesses and management teams’ discipline
further into conflict. Given that we have highlighted is admirable. The portfolio investee gearing remains
a number of these issues before we will focus on two modest at under 2.0x and we believe valuations
topics in particular to discuss in more detail. Finding continue to be attractive.
consensus on these concerns has been and continues
to be difficult. Emerging Markets Structural Growth Drivers
and Megatrends
Inflation and Interest Rates
The ICM team travels a significant amount to EM
As we have outlined before, inflation has risen sharply countries and it is very evident to us that EM offers
and remains elevated in the developed economies. huge opportunities.
One of the undoubted drivers of this has been tight
i. Structural growth drivers remain fundamental: the
labour markets which has led to wage inflation as
key drivers of positive demographics, increase in
buying power shifts to the wider workforce. Last year
urbanisation, rise of the middle class and strong
we noted that to address the rising inflationary outlook
GDP growth remain. Typically, EM have a young,
in the developed world, central banks had raised
growing, increasingly better educated working
interest rates at a rapid pace. We expect we are at the
age population. This coupled with increasing rates
point where interest rates plateau before declining.
of urbanisation, is resulting in the need for EM
The “lower for longer” mantra has been replaced by
countries to invest in robust infrastructure such
“higher for longer”.
as energy, water and transportation to support
Over the past year many commodities have seen prices this urban growth, providing UEM with numerous

| fall as supply chains stabilise and efficiencies emerge, |  | interesting and attractive opportunities. Further, |
| --- | --- | --- |
| and this has led to much lower inflationary pressures. |  | the rise of the middle class that has growing |
| However, inflation remains above levels most central |  | discretionary income is driving an increase in |
| banks wish to see before cutting their rates. |  | consumption of goods and services but also |
| 18 | \| Utilico Emerging Markets Trust plc |  |

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

Manila Water Company, Inc. (The Philippines)

demands for better quality of life assets such as road connectivity, air travel and faster data connectivity. EM are also witnessing on average stronger GDP growth than developed markets, with EM becoming more important within the global economy.

ii. The emergence of global infrastructure megatrends: the structural growth drivers are being accelerated by global infrastructure megatrends that we are witnessing. Within "Energy Growth and Transition" significant energy investment is required to help support the strong GDP growth within EM with a focus on cleaner energy solution as countries drive to achieve lower or net zero emission targets. As EM countries are also witnessing higher urbanisation and a rise of the middle class, demand for better "Social Infra" is also required, providing UEM with a number of investment opportunities in the energy, transportation and communication sectors. Further, new and affordable digital technology is driving rapid digital adoption and is increasing demand for digital infrastructure. Digital Infra is becoming increasingly essential in all markets driving economic and social change. UEM is focused on infrastructure investments that are helping to deliver this digital transformation. As EM global GDP increases, EM importance in "Global Trade" increases. This, alongside supply chain disruptions, geopolitical tensions and increasing exports restrictions is changing the global trade environment providing again more compelling investment opportunities.

iii. Government support: Nearly all governments in emerging markets have extensive infrastructure plans. From Brazil, to India, The Philippines,

Indonesia and Mexico, the level of ambition is significant. Again providing investment opportunities.

iv. Country attributes: Many emerging economies have additional individual strengths. For example, Mexico with its more affordable and hard working labour force, Brazil with its rich commodities base and Vietnam with its proximity to China. These economies are starting to reach a tipping point. Taking Brazil as an example, its trade surplus in 2022 was USD 62bn and in 2023 it rose to USD 99bn – no wonder investments in UEM's portfolio such as Santos Brasil Porticipacoes S.A. ("Santos") are outperforming. It is hard to convey just how high we see the levels of energy, drive and momentum underway in the emerging markets.

I would urge readers to follow us, on LinkedIn and on the UEM website, to see more about these trends we are witnessing and hear the opportunity which UEM offers.

## Portfolio

UEM's gross assets (less liabilities excluding loans) decreased to £522.9m as at 31 March 2024 from £542.5m as at 31 March 2023. This reflects portfolio valuation uplifts of £46.8m offset by net realisations to fund, in part, both the share buybacks of £25.4m and the reduction in bank debt of £35.1m in the year.

At the year end the top thirty holdings accounted for 70.9% of the total portfolio (31 March 2023: 67.7%). As with last year there have been nine new entrants into the top thirty over the year. UEM purchased £8.4m of shares in Manila Water Company, Inc. UEM nearly doubled its investment in Serena Energia S.A. (£5.4m), increased its investment in Cia de Saneamento Basico do Estado de Sao Paulo (£2.0m) which also benefitted from its share price rise of 67.8% and increased its investment in JSL S.A. (£4.3m) by 137.3%, its share price rise was also impressive at 88.8%. Holding Bursatil Regional S.A. was an investment from the merger of Bolsa de Valores de Colombia with the Peru and Chile stock exchanges. TTS (Transport Trade Services) S.A.'s ("TTS") share price rose 126.1% and UEM reduced its holding by 40.6%, receiving £5.3m. TAV Havalimanlari Holding A.S.'s investment increased by 49.7% (£1.8m) and its share price rose 140.7%. Finally, UEM's holding in Societe Nationale des Telecommunications du Senegal ("Sonatel") was unchanged, but its share price

Report and Accounts for the Year to 31 March 2024 | 19
### Investment Managers’ Report (continued)
Sector Split of Investments
Ports and Logistics Electricity Data Services and
Digital Infrastructure

| 20.0% | 19.8% | 11.7% |
| --- | --- | --- |
| (17.0%) | (17.4%) | (13.1%) |
| Water and Waste | Renewables | Airports |
| 9.5% | 9.4% | 6.2% |
| (6.6%) | (12.7%) | (7.4%) |
| Telecommunications | Road and Rail | Gas |
| 5.1% | 4.9% | 4.8% |
| (6.7%) | (3.4%) | (7.5%) |
| Infrastructure | Other |  |

Investment Funds
## 4.7% 3.9%
(3.7%) (4.5%)
In the Year to 31 March 2024

| Brazil Remains UEM's Largest | China Remains UEM's Second | Other Europe is UEM's Third |
| --- | --- | --- |
| Country Exposure | Largest Country Exposure | Largest Exposure |
| 25.8% | 11.0% | 10.2% |
| (20.9%) | (15.8%) | (5.9%) |

See page 9 for the full geographic exposure

| Latam's Exposure |  | Asia’s Exposure | Rest of the World |  |
| --- | --- | --- | --- | --- |
| 36.4% |  | 40.9% | 22.7% |  |
| (32.2%) |  | (47.3%) | (20.5%) |  |
| Figures in brackets as at 31 March 2023 |  |  |  | Source: ICM |
| 20 | \| Utilico Emerging Markets Trust plc |  |  |  |

rose 13.1% and Ocean Wilsons Holdings Limited’s share improvement in pricing with volumes helping to drive it
price rose 55.3% during the year to 31 March 2024. share price up 126.1% over the period.
UEM exited from Vamos Locacao de Caminhoes The bottom performers over the twelve months to
Maquinas e Equipamentos S.A. ("Vamos"), receiving 31 March 2024 were Vamos with a negative 0.7%
£5.9m and Grupo Aeroportuario del Pacifico, S.A.B de contribution, affected by market concerns relating to
C.V., realising £7.5m. UEM also reduced its investment its dealership business. China Gas Holdings Limited
in Gujarat State Petronet Limited, Grupo Aeroportuario also contributed a minus 0.7% as its share price
del Centro Norte, S.A.B de C.V. and Engie Energia Chile fell 36.2% over the year, reflecting weakness in the
S.A., all of which fell outside the top thirty holdings Chinese property market driving concerns around
giving a total realisation of £29.6m. China Datang new gas connections and demand. China Datang also
Corporation Renewable Power Co., Limited ("China contributed a negative return of 0.9% as there have
Datang") and Telelink Business Services Group both fell been concerns over China Datang’s investment in new
out of the top thirty due to relative performance. projects offering lower returns, with its share price
falling 42.7% over the year. Conversant Solutions Pte
On a total return contribution basis, the top performer
Ltd and Petalite, two unlisted investments also reduced
in the portfolio was International Container Terminal
UEM’s performance by 1.1% and 4.1% respectively.
Services, Inc. (“ICT”) which contributed to 2.2% of
UEM’s performance as its share price over the period Purchases in the portfolio decreased to £80.2m in the
appreciated 49.2% and ICT continues to deliver year ended 31 March 2024 (31 March 2023: £108.9m)
strong financial and operational results. Power Grid and realisations increased to £155.5m (31 March 2023:
Corporation of India Limited (“Power Grid”) and Santos £126.6m). This reflects both the reduction in debt by
both added 1.7% to UEM’s performance, Power Grid £35.1m as UEM repaid its loan facility and the decision
sustaining strong operational results in a buoyant to maintain a high level of buybacks to take advantage
Indian stock market, whilst Santos also benefitted of the wide discount.
from the positive Brazilian market momentum as well
There have been some small sector shifts during the
as improved market position of its main asset Tecon
year to 31 March 2024 and more detail is set out on
Santos within the Port of Santos. FPT Corporation
page 20. On a geographical basis, again there were
(“FPT”) contributed 1.6% due to strong growth in net
modest changes and more detail is set out on page 9.
profits of 21.2% and improved investor confidence
It is worth noting that Brazil remains our top country
in Vietnam. TTS contributed 1.5% witnessing an
exposure and grew to 25.8% from 20.9% in the prior
Total Return Contribution to NAV

|  | International Container Terminal Services, Inc. |  |  |  |  |  |  |  |  |  | 2.2% |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | Power Grid Corporation of India Limited |  |  |  |  |  |  |  | 1.7% |  |
|  |  |  |  | Santos Brasil Participacoes S.A. |  |  |  |  |  | 1.7% |  |
|  |  |  |  |  |  |  | FPT Corporation |  |  | 1.6% |  |
|  |  |  | TTS (Transport Trade Services) S.A. |  |  |  |  |  | 1.5% |  |  |
|  |  |  |  |  |  |  | (0.7)% | Vamos Locacao de Caminhoes Maquinas e Equipamentos S.A. |  |  |  |
|  |  |  |  |  |  |  | (0.7)% | China Gas Holdings Limited |  |  |  |
|  |  |  |  |  |  | (0.9)% |  | China Datang Corporation Renewable Power Co., Limited |  |  |  |
|  |  |  |  |  | (1.1)% |  |  | Conversant Solutions Pte Ltd |  |  |  |
| (4.1)% |  |  |  |  |  |  |  | Petalite Limited |  |  |  |

Source: ICM
Report and Accounts for the Year to 31 March 2024 | 21
## Investment Managers' Report (continued)

year, mainly due to valuation uplifts. China remains the second biggest country exposure, but it reduced to 11.0% from 15.8% in the prior year on realisations and valuation weakness.

### Level 3 Investments

UEM ended the year with level 3 investments totalling £23.1m (31 March 2023: £58.7m), representing 4.5% of total investments (31 March 2023: 10.8%). UEM's level 3 investments reduced mainly as a result of the devaluation of Petalite by £20.0m and the £5.0m realisation from CGN Capital Partners Infra Fund 3 ("CGN").

Pleasingly we realised the majority of our holding in CGN, a private Chinese onshore wind developer and received 40% of the proceeds during the year to 31 March 2024. We are expecting to realise the balance of this investment and make a positive return. Further we exited from an Indian solar farm developer and operator at an internal rate of return of close to 28%.

UEM's investment in Petalite continues to make progress on its product development path and it is seeking to raise up to £20.0m in a Series A fund raising. However, the comparable listed entities in this space have had a difficult time and many have seen their valuations reduce by over 70%. UEM has reduced its investment valuation in line with this and as at 31 March 2024 its equity was valued at £8.6m. Since then, Petalite has continued its Series A fund raising efforts but market conditions have continued to be weak and UEM reduced Petalite's equity valuation to £3.5m as at 12 June 2024. Attention is drawn to note 26(d) of the accounts which provides more information on Petalite's valuation methodology.

### Bank Debt

UEM's net debt, being bank loans and net overdrafts, decreased from £36.1m as at 31 March 2023 to nil as at 31 March 2024. UEM repaid its bank debt in March 2024 when the loan facility matured. The Company is currently in discussions regarding a replacement revolving facility and a further announcement will be made in due course.

### Revenue Return

Revenue income decreased to £23.1m in the year to 31 March 2024, from £24.3m in the prior year, reflecting the fewer dividends received from investee companies due to the changes in the portfolio. The

revenue yield on the closing portfolio was unchanged at 4.5% for both years.

Management fees and other expenses having been flat in 2023 rose to £3.4m in the year to 31 March 2024, (31 March 2023: £3.0m). While disappointing, this reflects the increases in marketing expenditure, audit and custody fees. Finance costs rose to £0.3m reflecting the higher interest rate environment (31 March 2023: £0.2m). Taxation rose to £2.0m during the year ended 31 March 2024 (31 March 2023: £1.6m) reflecting increased dividends received from countries with higher withholding tax rates.

As a result of the above, profit for the year decreased by 10.3% to £17.5m from £19.5m for 31 March 2023. EPS decreased by 6.1% to 8.83p compared to the prior year of 9.40p, reflecting the decrease in profit and the reduced average number of shares in issue following the buybacks. Dividends per share ("DPS") of 8.60p were fully covered by earnings.

Retained revenue reserves rose to £10.1m as at 31 March 2024, equal to 5.29p per share.

### Capital Return

The portfolio gains were £46.8m on the capital account during the year to 31 March 2024 (31 March 2023: losses of £8.4m). The highest returns were from ICT with £9.5m, and Power Grid and FPT at £7.5m each. Gains on foreign exchange were £0.6m and the resultant total income on the capital account was £47.4m against prior year losses of £8.9m.

Management and administration fees were almost flat for the second year in a row at £4.4m (31 March 2023: £4.3m).

Finance costs increased to £1.3m from £0.7m as a result of higher interest rates. There was a taxation charge of £1.4m (31 March 2023: credit of £0.2m) which arose from Indian capital gains tax. The net effect of the above was a gain on capital return of £40.4m compared to a loss of £13.7m for 31 March 2023.

Charles Jillings
ICM Investment Management Limited
and ICM Limited

14 June 2024

22 | Utilico Emerging Markets Trust plc
## Our Investment Approach
ICM is a long term investor and typically operates investment portfolio comprises a series of bottom-up
focused portfolios with narrow investment remits. decisions. ICM typically does not participate in either
ICM has several dedicated research teams who have an IPO or an auction unless there is compelling value.
deep knowledge and understanding in their specific
UEM seeks to leverage ICM’s investment abilities to
sectors, which improves the ability to source and
both identify and make investments across a range
make compelling investments. ICM has approximately
of industries within the EM sector. New investments
USD 1.9bn of assets directly under management and
usually offer an attractive valuation with strong risk/
is responsible indirectly for a further USD 24.5bn of
return expectations at the time of investment.
assets in subsidiary investments.
When reviewing investment opportunities, as part of
ICM looks to exploit market and pricing opportunities
the investment process ICM will look to understand the
and concentrates on absolute performance. The
material ESG factors.
investments are not market index driven and the
## ICM incorporates ESG factors into the
## investment process in
## three key ways:
### Understanding Engagement
### Integration
In-depth analysis of the key Incorporate the output of the Engage with investee
issues that face potential and ‘Understanding’ component companies on the key issues on
current holdings, as well as a into the full company analysis to a regular basis, both virtually and
deep understanding of the ensure a clear and complete on location, where possible, to
industry in which they operate. picture of the investment discuss and identify any gaps
opportunity is obtained. in their ESG policies to further
develop and improve their ESG
disclosure and implementation.
Report and Accounts for the Year to 31 March 2024 | 23
### Our Investment Approach (continued)
## ICM works to create value by harnessing our experience and
## expertise to generate and grow strong relationships with
## our stakeholders
We are focused on creating sustainable long term value for our shareholders and supporting the broader
community through our:
Values
ICM’s origins date back to 1988 and our organisation has evolved with offices now spanning
the globe. We are focused on our values of:
• Independence and Integrity • Excellence
• Creativity and Innovation • Accountability
Team
We are proud of our diverse and inclusive environment for our teams to work in, which reflects the
diversity of our communities.
Investment Practices
Our deep and extensive research and understanding of the companies, sectors and markets we
invest in moderates our risk and creates value for our investors. Our status as a signatory to the
United Nations-supported Principles of Responsible Investment emphasises our commitment to
integrating ESG factors into our investment decision making process.
Financial
Strong balance sheet and disciplined capital allocation to drive sustainable growth and shareholder
value.
Platforms
Technology, digital and analytics enable our investment platforms to deliver growth for our
shareholders.
Communities
ICM supports the ICM Foundation, which has identified sustainable, effective and focused
education where the biggest impact can be made on individuals and in communities. Over the past
decade ICM and its stakeholders have contributed over USD 17.6m to not-for-profit and community
organisations.
24 | Utilico Emerging Markets Trust plc
## ESG Spotlight
### The Board believes that it is in shareholders’ interests to consider ESG factors when
### selecting and retaining investments and accordingly these form a key part of the
### process when investing.
Details of how ESG forms part of the integrated research analysis, decision-making and ongoing monitoring are set
out on page 39. Where companies in the portfolio are assessed as having minimal ESG disclosure, ICM’s approach is
to engage with the companies directly to further understand the ESG profile of the company. Below are examples of
two of UEM’s investments that have robust ESG credentials within the portfolio.
### The largest independent renewable Sonatel is the leading telecoms operator
### energy company in Brazil with a in five countries in West Africa (including
### portfolio of wind, solar and hydro Senegal, Mali and Guinea) offering fixed,
### assets. mobile, internet, television, payment
### and IT services.
ESG Analysis:
Serena Energia (“Serena”) plays a crucial role in ESG Analysis:
decarbonising Brazil's energy sector. Since Serena's
Sonatel creates a large amount of social value in West
IPO in 2017, it has helped avoid 2.3m kiloton of CO2
Africa through its digital development strategy. It has
emissions. At supply capacity, Sernea can provide
a strong Corporate Social Responsibility (CSR) policy
4.2m households with clean energy. Serena manages
that supports its corporate goals toward greater social
adverse weather risk due to its geographically
and financial inclusion. Since its inception, Sonatel has
diversified asset base with multiple sources of energy
enabled more than 38,000 young men and women to
putting Serena in a strong position to generate the
benefit from various training programmes.
best possible returns.
ICM ESG Conclusion:
ICM ESG Conclusion:
Social benefits will continue to be achieved through
Alongside Serena's green credentials, it has good
Sonatel's commitment to digital transformation and
disclosure and a strong framework of enforced ESG-
its social and economic inclusion goals. Sonatel is well
related policies and procedures, putting it in a strong
placed to contribute to the growth occurring in West
position to capitalise on an increase in demand for green
Africa.
energy.
Report and Accounts for the Year to 31 March 2024 | 25
## Largest Holdings Overview
Cia de Saneamento Basico do Estado de Sao Paulo (Brazil)

| The Value of the | The Value of the | The Value of the Thirty | The Total Number |
| --- | --- | --- | --- |
| Ten Largest Holdings | Twenty Largest | Largest Holdings | of Companies Included |
| Represents | Holdings Represents | Represents | on the Portfolio is |
| 35.4% | 55.6% | 70.9% | 72 |
| of Total Investments | of Total Investments | of Total Investments | (2023: 81) |
| (2023: 32.6%) | (2023: 52.3%) | (2023: 67.7%) |  |

The value of convertible securities represents 0.0% (2023: 0.0%) of the portfolio. The value of fixed income securities represents 2.6% (2023: 3.4%) of
the portfolio.
26 | Utilico Emerging Markets Trust plc
# Ten Largest Holdings Review

1

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

|  Country | The Philippines  |
| --- | --- |
|  Sector | Ports and Logistics  |
|  Megatrend | Global Trade  |
|  Value £'000s | 25,309  |
|  % of total investments | 4.9%  |

![img-4.jpeg](img-4.jpeg)

**International Container Terminal Services, Inc. ("ICT")** is a Philippines listed global port management company in the business of acquiring, developing, managing and operating container ports and terminals worldwide. ICT operates 32 terminals in 19 countries across six continents, handling 12.8m containers in 2023.

In the year to 31 December 2023, ICT saw another solid year of performance, despite the ongoing disruptions to global trade. Volume growth for the year increased by 4.4% and revenue increased by 6.5% as management saw improvements in container handling tariffs and volume mix, as well as benefitting from the consolidation of a newly acquired terminal. EBITDA for the year was up by 6.8% as ICT continued to remain focused on cost control, with EBITDA margin creeping up to 63.0%. Adjusted net income increased by 6.7% with the dividend increasing by 10.0% to PHP 11.00 (including a special dividend of PHP 1.65), as ICT's cash flow position continued to improve.

In July 2023, ICT announced that it was the preferred operator for South Africa's largest container terminal, Durban Container Terminal Pier 2, which ICT should commence operating in the second half of 2024 and will add an estimated additional 2.0m TEU (twenty-foot equivalent unit) of capacity.

ICT's share price increased by 49.2% in the year to 31 March 2024. UEM decreased its position in ICT by 32.6%.

2

![img-5.jpeg](img-5.jpeg)

|  Country | Brazil  |
| --- | --- |
|  Sector | Electricity  |
|  Megatrend | Energy Growth and Transition  |
|  Value £'000s | 24,200  |
|  % of total investments | 4.7%  |

![img-6.jpeg](img-6.jpeg)

**Alupar Investimento S.A. ("Alupar")** is a holding company for assets focused on the electricity transmission and generation sectors in Brazil, Peru and Colombia. It has 35 transmission projects totalling 8,805km of electricity lines of which 7,139km are operational, and 822MW of renewable energy generation assets.

After a significant investment program during 2019-2022 which saw Alupar expanding its transmission network kilometres by 40% and commissioning a new 94MW hydro plant in Peru, 2023 was a year of consolidation. The only new project to come online was the 63MW Agreste Potiguar wind farm in Brazil. The operational transmission lines have fixed revenue concession contracts which benefit from annual inflation adjustments. In July 2023 indexation increases of 3.94% for IPCA-linked concessions and -4.47% for IGPM-linked concessions were applied. These inflation adjustments, combined with the contribution of new projects resulted in underlying group revenue growth of 8.8% and EBITDA growth of 7.0% in its financial year to 31 December 2023. Dividends per share increased by 32%.

Alupar's share price was up 13.7% in the year to 31 March 2024. UEM's shareholding in Alupar (adjusted for a stock bonus issue) was unchanged over the period.

Report and Accounts for the Year to 31 March 2024 | 27
## Ten Largest Holdings Review (continued)

### 3 SANTOS BRASIL

|  Country | Brazil  |
| --- | --- |
|  Sector | Ports and Logistics  |
|  Megatrend | Global Trade  |
|  Value £'000s | 20,550  |
|  % of total investments | 4.0%  |

![img-7.jpeg](img-7.jpeg)

**Santos Brasil Participacoes S.A. ("Santos")** is a Brazilian listed port and logistics operator that owns ten terminals on the Brazilian coast, with Tecon Santos, its main asset (86% of Santos's volumes) located at the largest port in South America, Porto de Santos, which handles over 25% of Brazilian trade balance.

During 2023, Santos' neighbouring competitors within the port continued to operate at near to full capacity. Therefore, despite Santos' 6.2% reduction in container units handled during the year, Santos was able to report a 10.5% increase in net revenues, due to its strong strategic position helping to drive tariff increases and improve volume mix. EBITDA for the full year to 31 December 2023 increased by 23.5% as it benefitted from operational leverage with EBITDA margin continuing to improve, reaching 46.8% for the year. Given Santos' strong cash flow generation, Santos was able to achieve a 95% payout ratio.

Santos' share price increased by 64.0% in the year to 31 March 2024. UEM's shareholding in Santos increased 31.5% over the period.

### 4 FPT

|  Country | Vietnam  |
| --- | --- |
|  Sector | Data Services and Digital Infrastructure  |
|  Megatrend | Digital Infra  |
|  Value £'000s | 20,457  |
|  % of total investments | 3.9%  |

![img-8.jpeg](img-8.jpeg)

**FPT Corporation ("FPT")** is a Vietnamese technology and telecommunications company. FPT provides IT services to large multinationals globally, and to the public sector and enterprise customers domestically. Additionally, FPT is a major provider of fixed line broadband, internet, data centre and cloud services in Vietnam though its FPT Telecom subsidiary.

It was another very strong year for FPT in 2023, with the group reporting strong revenue growth in each of its three business segments: Technology (+22.1%), Telecoms (+7.3%) and Education, Investment and others (+52.5%). Group revenues in the year to 31 December 2023 rose by 19.6% and net profits per share increased by 21.2%. Cash dividends increased by 18.1%.

FPT met its target of achieving USD 1.0bn in international revenues in 2023 for its IT services unit, with sales up 28.4% in VND terms compared to the previous year. FPT has set a target of achieving USD 5.0bn in international IT services revenues by 2030.

FPT's telecom segment reported solid growth. Fibre broadband subscribers exceeded 4m, driving a 5.9% growth in broadband internet revenues. Data centre demand is strong, with revenues up over 20% in 2023 and new facilities coming online in 2024. FPT's education segment continues to report exceptional growth, with 145,000 FTE students across its system of schools, colleges and universities, a growth of 34% for 2023.

FPT's share price rose by 69.4% for the year to 31 March 2024, adjusted for the 15.0% bonus issue in June 2023. UEM's position in FPT (adjusted for the bonus issue) was unchanged during the year.

28 | Utilico Emerging Markets Trust plc
## 5 ORIZON

|  Country | Brazil  |
| --- | --- |
|  Sector | Water and Waste  |
|  Megatrend | Social Infra  |
|  Value £'000s | 19,995  |
|  % of total investments | 3.9%  |

![img-9.jpeg](img-9.jpeg)

**Orizon Valorizacao de Residuos S.A. ("Orizon")** is Brazil's leader in waste management and operates 16 sanitary landfill sites. Referred to as "ecoparks" by Orizon, these sites are sophisticated complexes which require specialised infrastructure to safely process waste.

In 2023, Orizon announced two long term contracts for the supply of biomethane. The first was with Copergas, securing a 10-year contract for most of the potential installed biomethane production capacity for Ecopark Jaboatão dos Guararapes. The second was a partnership with Compass, Brazil's leading player in natural gas for final consumers. These support Orizon's strategy for biomethane production commencing in 2025.

Orizon delivered strong results in the year to 31 December 2023. Revenues increased by 24.0%, due to new landfills acquired in 2022 and a solid performance in energy, biogas and waste processing segments. Energy sales volumes increased by 29.5% and biogas volumes by 28.8%. Notably, carbon credit generation rose by 27.6%, although no sales occurred during the year to 31 December 2023 as Orizon waited for its carbon credit gold standard certification. Adjusted EBITDA increased by 47.7%, with margins expanding from 33.9% to 40.4%, due to improved operational efficiencies.

UEM's position in Orizon increased 6.1% in the year to 31 March 2024. Orizon's share price was up by 3.2% during the period.

## 6 InPost

|  Country | Poland  |
| --- | --- |
|  Sector | Ports and Logistics  |
|  Megatrend | Digital Infra  |
|  Value £'000s | 15,435  |
|  % of total investments | 3.0%  |

![img-10.jpeg](img-10.jpeg)

**InPost S.A. ("InPost")** is a leading e-commerce logistics infrastructure player in Poland, listed on Euronext Amsterdam, that is focused on last mile parcel delivery operating automated parcel machine (APM) delivery, to-door delivery and fulfilment services. InPost also has a growing pan-European presence in particular in France, the UK and Italy. As at 31 December 2023, InPost handled 892m parcels and had 4.4m lockers installed across its network of over 35,000 APMs and 30,615 pick-up-drop-off points.

2023 was another strong year for InPost. Revenues increased by 25.2% with Polish operations, which contributed to 60.4% of revenues, seeing strong revenue growth of 27.5%. Adjusted EBITDA also saw strong growth, increasing 39.3% with EBITDA margin reaching 30.8% as profitability within the international business improved as the volume of parcels handled increased. During the year, InPost also acquired a 30% stake in a UK logistics provider helping to improve its delivery network.

InPost's share price increased by 69.8% in the year to 31 March 2024 and UEM's position in InPost remained the same.

Report and Accounts for the Year to 31 March 2024 | 29
## Ten Largest Holdings Review (continued)

### 7 Eletrobras

|  Country | Brazil  |
| --- | --- |
|  Sector | Electricity  |
|  Megatrend | Energy Growth and Transition  |
|  Value £'000s | 14,797  |
|  % of total investments | 2.9%  |

![img-11.jpeg](img-11.jpeg)

**Centrais Eletricas Brasileiras S.A. ("Eletrobras")** is the largest utility company in Latin America and produces and transmits energy in Brazil. It has an installed capacity of 44.6 GW, with 94.8% hydroelectric, 3.6% thermal, and 1.6% solar and wind, representing 22% of Brazil's total installed capacity. On the transmission front, Eletrobras operates over 73,000 km of lines, accounting for 38% of Brazil's total.

2023 marked a continuation of Eletrobras' turnaround phase following its privatisation in June 2022. Efforts were focused on simplifying its administrative structure, enhancing asset management, internal restructuring and boosting investment capacity.

Revenues in the year to 31 December 2023 were up 9.1%, driven by higher average sales price in the generation segment and higher regulated revenues for its transmission business that increased by 28.3%. Meanwhile, Eletrobras' adjusted EBITDA rose by 8.4%, supported by a 8.2% reduction in expenses, largely due to a 9.8% decrease in personnel expenses as part of Eletrobras' turnaround process. Dividends were down 7.4% YoY.

UEM's position in Eletrobras increased 20.7% in the year to 31 March 2024. Eletrobras' share price was up by 28.5% during the period.

### 8 KINX www.kinx.net

|  Country | South Korea  |
| --- | --- |
|  Sector | Data Services and Digital Infrastructure  |
|  Megatrend | Digital Infra  |
|  Value £'000s | 14,511  |
|  % of total investments | 2.8%  |

![img-12.jpeg](img-12.jpeg)

**Korean Internet Neutral Exchange Inc. ("Kinx")** is a leading provider of neutral internet infrastructure services in South Korea. It operates Korea's leading internet exchange as well as a number of interconnection data centres. Kinx provides facilities for the leading global and domestic telecommunications, internet and cloud services companies to provide services locally and to connect directly to their customers in South Korea.

Kinx reported revenue growth of 10.6% but EBITDA improved marginally on the very strong result recorded in 2022. After several years of planning and construction, Kinx's new 10MW data centre in Gwacheon (Seoul metropolitan area) is due to open to clients in the second half of 2024. This facility will add significant incremental capacity which should drive strong revenue and profit growth in the coming years. Unlike many of Kinx's other current facilities which are leased, it owns a share of the freehold on this site. The expansion has primarily been funded by strong cashflows generated in recent years and Kinx had net cash on the balance sheet at the end of 2023. However, it is expected to draw down on its debt facility by the time the data centre is completed.

Kinx's share price increased by 58.8% during the year to 31 March 2024 and UEM took some profit on its investment, with its shareholding reducing by 5.1%.

30 | Utilico Emerging Markets Trust plc
## 9 IndiGrid

|  Country | India  |
| --- | --- |
|  Sector | Electricity  |
|  Megatrend | Energy Growth and Transition  |
|  Value £'000s | 14,288  |
|  % of total investments | 2.7%  |

![img-13.jpeg](img-13.jpeg)

**India Grid Trust ("Indigrid")** is an infrastructure investment trust listed on the Bombay Stock Exchange which owns power transmission assets in India. It has 46 lines totalling 8,468km and 13 substations, with the transmission assets having an average of 26 years remaining contract life. The trust is managed by KKR, which is also a 21% shareholder.

In August 2023, Indigrid completed the acquisition of Virescent Renewable Energy Trust ("Virescent") for INR 40bn. This increased Indigrid's renewable portfolio five-fold to 676MW and bolstered the AUM of the trust by 18% to INR 269bn (USD 3.2bn). In the nine months to 31 December 2023, revenue and EBITDA grew by 28% and 27% respectively, aided by a full quarter's contribution from Virescent. The trust is required to pay out at least 90% of cash flows, which is paid in quarterly dividends, and over the nine month period the aggregate dividends per unit were increased by 6.6%.

UEM's shareholding in Indigrid was unchanged during the year to 31 March 2024 and Indigrid's share price declined by 1.6%.

## 10 VinaCapital

|  Country | Vietnam  |
| --- | --- |
|  Sector | Infrastructure Investment Funds  |
|  Megatrend | Social Infra  |
|  Value £'000s | 13,364  |
|  % of total investments | 2.6%  |

![img-14.jpeg](img-14.jpeg)

**VinaCapital Vietnam Opportunity Fund Ltd ("VOF")** is a closed-end investment company, headquartered in Ho Chi Minh City, Vietnam, listed on the main market of the London Stock Exchange. VOF is focused on long term investing in Vietnamese companies across a range of industries and asset classes. As at 31 March 2024, VOF had USD 1,164.5m (£706.4m) assets under management, of which 74.8% were invested in listed equity and 19.5% invested in private equity. By sector, as at 31 March 2024, VOF's largest exposure was real estate at 23.3%, financials at 21.8% and materials at 12.7%.

For the twelve months to 31 March 2024, VOF's NAV increased by 21.2%, outperforming the Vietnam Ho Chi Minh total return Index ("VN Index") which was up by 16.1% in US Dollar terms over the same period. On a three- and five-years basis, VOF also outperformed the VN Index, up by 21.5% and by 59.7% respectively compared to the index which was up by 4.1% and 33.0% respectively. VOF discount to NAV as at 31 March 2024 was 23.5%.

VOF's share price increased by 6.7% in the year to 31 March 2024 and UEM's position increased by 3.6%.

Report and Accounts for the Year to 31 March 2024 | 31
## Strategic Report
Principal Activity setting investment policy and risk guidelines, together
with investment limits.
UEM carries on business as an investment trust and its
principal activity is portfolio investment. ICMIM, an English incorporated company authorised
and regulated by the Financial Conduct Authority
Investment Objective
(“FCA”) as an alternative investment fund manager
UEM’s objective is to provide long term total return (“AIFM”) pursuant to the AIFM Regulations, is the
through a flexible investment policy that permits it to Company’s AIFM and joint portfolio manager alongside
make investments predominantly in infrastructure, ICM. The investment team responsible for the
utility and related sectors, mainly in EM. management of the portfolio is headed by Charles
Jillings.
Strategy And Business Model
ICMIM and ICM, operating under guidelines
UEM invests in accordance with the objective set determined by the Board, have direct responsibility
out above. The Board is collectively responsible for the decisions relating to the day to day running of
to shareholders for the long term success of the the Company and are accountable to the Board for
Company. Since the Company has no employees the investment, financial and operating performance
it outsources its activities to third party service of the Company. Other service providers include
providers, including the appointment of external JPMorgan Chase Bank N.A. – London Branch which

| investment managers to deliver investment |  | provides administration and custodial services, JP |
| --- | --- | --- |
| performance. The Board oversees and monitors the |  | Morgan Europe Limited (“JPMEL”) which acts as the |
| activities of the service providers with the Board |  | Company’s Depositary under the AIFM Directive |
| 32 | \| Utilico Emerging Markets Trust plc |  |

and Computershare Investor Services which acts as • No single investment may exceed 20.0% of gross
registrar. ICMIM has also been appointed Company assets at the time of investment;
Secretary.
• Investments other than in infrastructure, utility
and related companies must not exceed 20.0% of
Investment Policy
gross assets at the time of investment;
UEM’s investment policy is flexible and its investments
• Investments in a single country must not exceed
include (but are not limited to) water, sewerage,
50.0% of gross assets at the time of investment
waste, electricity, gas, telecommunications, ports,
(and for these purposes investments will be
airports, service companies, rail, roads, any business
considered to have been made in the countries
with essential service or monopolistic characteristics
where the relevant investee company reports
and any new infrastructure or utilities which may
that it carries out its business operations, as
arise mainly in emerging markets. The Company may
determined on a look-through basis);
also invest in businesses which supply services to,
or otherwise support, the infrastructure, utility and
• Not more than 10.0% in aggregate of the value
related sectors.
of the total assets of the Company at the time
the investment is made will be invested in other
The Company focuses on the under-developed and
closed-ended investment funds which are listed
developing markets of Asia, Latin America, Emerging
on the Official List (except to the extent that those
Europe and Africa but has the flexibility to invest in
investment funds have stated investment policies
markets worldwide. The Company generally seeks
to invest no more than 15.0% of their total assets
to invest in emerging market countries where the
in other investment companies which are listed on
Directors believe that there are attributes such
the Official List); and
as political stability, economic development, an
acceptable legal framework and an encouraging
• Regardless of the investment policy of other
attitude to foreign investment.
closed-ended investment funds listed on the
Official List and which are invested in by the
The Company has the flexibility to invest in shares,
Company, the Company shall not invest in such
bonds, convertibles and other types of securities,
funds more than 15.0% in aggregate of the value
including non-investment grade bonds and to invest in
of the total assets of the Company at the time the
unlisted securities.
investment is made.
The Company may also use derivative instruments
The above limits only apply at the time the investment
such as American Depository Receipts, promissory
is made and the Company will not be required to
notes, foreign currency hedges, interest rate hedges,
realise any assets or rebalance the portfolio where
contracts for difference, financial futures, call and
any limit is exceeded as a result of any increases or
put options, warrants and similar instruments
decreases in the valuation of the particular assets
for investment purposes and efficient portfolio
which occurs after the investment is made, but no
management, including protecting the Company’s
further relevant assets may be acquired or loans made
portfolio and Statement of Financial Position from
by the Company until the relevant limit can again be
major corrections and reducing, transferring or
complied with.
eliminating investment risks in its investments. These
investments will be long term in nature.
Borrowing and Gearing Policy
Investment Restrictions UEM may use bank borrowings for short term
liquidity purposes. In addition, the Board may gear
The Board has prescribed the following limits on
the Company by borrowing on a longer-term basis for
the investment policy, all of which are at the time of
investment purposes.
investment unless otherwise stated:
The Board has set a current limit on gearing (being
• Investments in unquoted and untraded
total borrowings measured against gross assets) not
investments in aggregate must not exceed 10.0%
exceeding 25% at the time of drawdown. Borrowings
of gross assets at the time of investment;
Report and Accounts for the Year to 31 March 2024 | 33
### Strategic Report (continued)
may be drawn down in Sterling, US Dollars or any prepared to hold investments in unlisted securities
currency for which there are corresponding assets when the attractiveness of the investment justifies
within the portfolio (at the time of drawdown the value the risks and lower liquidity associated with unlisted
drawn must not exceed the value of the relevant assets investments. ICMIM, as the Company’s AIFM,
in the portfolio). controls stock-specific, sector and geographic risk by
continuously monitoring the exposures in the portfolio.
On 13 March 2024, the Company announced that it
In depth continual analysis of the fundamentals
had repaid all the amounts outstanding under the
of investee companies allows ICMIM to assess the
£50.0m committed multicurrency revolving facility
financial risks associated with any particular stock. The
with The Bank of Nova Scotia, London Branch ahead
portfolio is typically made up of 60 to 90 stocks.
of its maturity date on 15 March 2024. The Company
is currently in discussions regarding a replacement
Dividend Policy
revolving facility.
The Board’s objective is to maintain or increase the
Investment Approach total annual dividend. Dividends are expected to be
paid quarterly each year in September, December,
UEM seeks to identify and invest in undervalued
March and June. In determining dividend payments,
investments predominantly in the infrastructure and
the Board will take account of factors such as
utility sectors, mainly in EM. The Investment Managers
income forecasts, retained revenue reserves and
aim to identify securities where underlying value and
the Company’s dividend payment record. However,
growth prospects are not reflected in the market
in order to maintain its approval as an investment
price. This is often as a result of strong growth drivers,
trust, the Company will distribute at least 85.0% of
but can include changes in regulation, technology,
its distributable income earned in each financial year
market motivation, potential for financial engineering,
by way of dividends. The Board also has the flexibility
competition or shareholder indifference.
to pay dividends from capital reserves and special
The Company seeks to minimise risk by investing reserve.
mainly in companies and sectors displaying the
characteristics of essential services or monopolies Results and Dividends
such as utilities, transportation infrastructure,
Details of the Company’s performance are set out in
communications or companies with a unique product
the Investment Managers’ Report. The results for the
or market position. Most investee companies are asset
year ended 31 March 2024 are set out in the attached
backed, have good cash flows and offer good dividend
accounts. The dividends in respect of the year, which
yields. UEM generally seeks to invest in companies with
total 8.60p per share, have been declared by way of
strong management who have the potential to grow
four interim dividends.
their business and who have an appreciation of, and
ability to manage, risk. Key Performance Indicators
UEM believes it is generally appropriate to support Delivery of shareholder value is achieved through the
investee companies with their capital requirements increase in capital value of the Company’s shares and
while at the same time maintaining an active by its income return. The Board reviews performance
and constructive shareholder approach through by reference to a number of Key Performance
encouraging a review of capital structures and Indicators (“KPIs”) that include the following:
business efficiencies. The Investment Managers
• NAV total return relative to the MSCI EM total
maintain regular contact with the investee companies
return Index
and UEM is often among the largest international
• Share price
shareholders.
• Discount to NAV
The Company aims to maximise value for shareholders
by holding a relatively concentrated portfolio of
• Revenue earnings
securities and investing through instruments
• Ongoing charges figure
appropriate to the particular situation. UEM is
34 | Utilico Emerging Markets Trust plc
While some elements of performance against KPIs are beyond management control, they provide measures of the Company's absolute and relative performance and are therefore monitored by the Board on a regular basis. These KPIs fall within the definition of Alternative Performance Measures under guidance issued by the European Securities and Markets Authority and additional information explaining how these are calculated is set out on pages 97 and 98.

|  Year ended 31 March | 2024 | 2023  |
| --- | --- | --- |
|  NAV total return per share (%) | 12.8 | 2.1  |
|  MSCI EM total return Index (GBP adjusted) (%) | 5.8 | (5.0)  |
|  Share price (pence) | 221.00 | 217.00  |
|  Discount to NAV (%) | (19.3) | (13.5)  |
|  Percentage of issued shares bought back during the year (based on opening share capital) (%) | 5.6 | 5.8  |
|  Revenue earnings per share (pence) | 8.83 | 9.40  |
|  Dividends per share (pence) | 8.60 | 8.45  |
|  Ongoing charges figure (%) | 1.5 | 1.4  |

A graph showing the NAV total return performance compared to the MSCI EM total return Index, can be found on page 3. The ten-year record on page 99 shows historic data for the Company and its predecessor, UEM Limited.

**Discount to NAV:** The Board monitors the premium/discount at which the Company's shares trade in relation to its NAV. During the year the Company's shares traded at a discount relative to NAV in a range of 12.4% to 20.5% and an average discount of 15.2%. The Board and Investment Managers closely monitor both movements in the Company's share price and significant dealings in the shares.

The Board believes that the best way of addressing the discount over the long term is to continue to generate good performance and to create natural demand for the Company's shares in the secondary market through increasing awareness of the Company, its philosophy and management style. The Board has maintained expenditure on marketing the Company. The Board continues to seek authority from shareholders to buyback and issue shares which can assist in the

management of the discount and/or any premium at which the shares trade to their NAV. A total of 11,369,753 shares were bought back and cancelled during the year, representing 5.6% of the Company's opening issued share capital.

**Earnings and dividends per share:** As referred to in "Dividend Policy" above, the Board's objective is to maintain or increase the total annual dividend. The Board and the Investment Managers attach great importance to maintaining dividends per share since dividends form a key component of the total return to shareholders.

The Board declared four quarterly dividends, each of 2.15p per share, in respect of the year ended 31 March 2024. The fourth quarterly dividend will be paid on 28 June 2024 to shareholders on the register on 7 June 2024. The total dividend for the year was 8.60p per share (2023: 8.45p per share).

**Ongoing charges:** These are calculated in accordance with the industry measure of costs as a percentage of NAV. The expenses of the Company are reviewed at every Board meeting, with the aim of managing costs incurred and their impact on performance. The ongoing charges figure for the year ended 31 March 2024 was 1.5% (2023: 1.4%). This ratio is sensitive to the size of the Company, as well as the level of costs.

## Principal Risks And Risk Mitigation

During the year ended 31 March 2024, ICMIM was the Company's AIFM and had sole responsibility for risk management, subject to the overall policies, supervision, review and control of the Board.

As required by the Association of Investment Companies ("AIC") Code of Corporate Governance, the Board has undertaken a robust assessment of the principal risks facing the Company. It seeks to mitigate these risks through regular review by the Audit & Risk Committee of the Company's risk register which identifies the risks facing the Company and the likelihood and potential impact of each risk, together with the controls established for mitigation.

During the year the Audit & Risk Committee also discussed and monitored a number of emerging risks that could potentially impact the Company, the principal ones being geopolitical risk and climate change risk. The Audit & Risk Committee has determined that they are

Report and Accounts for the Year to 31 March 2024 | 35
### Strategic Report (continued)
not currently sufficiently material to be categorised as The principal risks and uncertainties currently faced by
separate key risks and are considered within investment the Company and the controls and actions to mitigate
risk and market risk below. those risks, are described below. There have been no
significant changes to the principal risks during the year.
Key Risk Factors
Investment Risk:
The risk that the investment The Board monitors the performance of the Company and has established guidelines
strategy does not achieve long- to ensure that the approved investment policy is pursued by the Investment Managers.
term positive total returns for the These guidelines include sector and market exposure limits.
Company’s shareholders.
The investment process employed by the Investment Managers combines assessment
Insufficient consideration of of economic and market conditions in the relevant countries with stock selection.
ESG factors could lead to poor Fundamental analysis forms the basis of the Company’s stock selection process, with
performance and/or a reduction an emphasis on sound balance sheets, good cash flows, the ability to pay and sustain
in demand for the Company’s dividends, good asset bases and market conditions. In addition, ESG factors are also
shares.
considered when selecting and retaining investments, and political risks associated
with investing in EM are also assessed. The Investment Managers try to reduce risk by
ensuring that the Company’s portfolio is always appropriately diversified. Overall, the
investment process aims to achieve absolute returns through an active fund management
approach and the Board monitors the implementation and results of the investment
process with the Investment Managers.
Market Risk:
The Company’s assets consist The Company’s portfolio is exposed to equity market risk and foreign currency risk.
mainly of listed securities and Adverse market conditions may result from factors such as economic conditions, political
its principal risks are therefore change, geo-political confrontations, climate change, natural disasters and health
market related and adverse epidemics. At each Board meeting the Board reviews the diversification of the portfolio,
market conditions could lead to a asset allocation, stock selection, unquoted investments and levels of gearing and has
fall in NAV. set investment restrictions and guidelines which are monitored and reported on by the
Investment Managers.
The Company’s results are reported in Sterling, although the majority of its assets are
priced in foreign currencies and therefore any rise or fall in Sterling will lead, respectively,
to a fall or rise in the Company’s reported NAV. Such factors are out of the control of
the Board and the Investment Managers and may give rise to distortions in the reported
returns to shareholders. It is difficult and expensive to hedge EM currencies.
Key Staff Risk:
Loss by the Investment Managers The quality of the investment management team is a crucial factor in delivering good
of key staff could affect performance. There are training and development programmes in place for employees
investment returns. and the remuneration packages have been developed in order to retain key staff. Any
material changes to the management team are considered by the Board at its next
meeting; the Board discusses succession planning with the Investment Managers at
regular intervals.
Discount Risk:
The Company’s shares may The Board monitors the price of the Company’s shares in relation to their NAV and is
trade at a discount to their NAV focussed on reducing the discount at which they trade. The Board generally buys back
and a widening discount may shares for cancellation in normal market conditions if they are trading at a discount in
undermine investor confidence in excess of 10% and the Investment Managers agree that it is a good investment decision.
the Company.
36 | Utilico Emerging Markets Trust plc
Operational Risk:
Failure by any service provider The Company’s main service providers are listed on page 96. The Audit & Risk Committee
to carry out its obligations to the monitors the performance and controls (including business continuity procedures) of the
Company in accordance with the service providers at regular intervals.
terms of its appointment could
All listed and a number of unlisted investments are held in custody for the Company
have a materially detrimental
by JPMorgan Chase Bank N.A. – London Branch. JPMEL, the Company’s depositary
impact on the operation of
services provider, also monitors the movement of cash and assets across the Company’s
the Company and could affect
accounts. The Audit & Risk Committee reviews the JP Morgan system and organisation
the ability of the Company
controls reports, which are reported on by Independent Service Auditors, in relation to its
to successfully pursue its
administration, custodial and information technology services.
investment policy.
The Board reviews the overall performance of the Investment Managers and all the other
service providers on a regular basis. The risk of cybercrime is high, as it is with most
organisations, but the Board regularly seeks assurances from the Investment Managers
and other key service providers on the preventative steps that they are taking to reduce
this risk.
Gearing Risk:
Whilst the use of borrowings Gearing levels may change from time to time in accordance with the Board and
should enhance total return Investment Managers’ assessment of risk and reward. As at 31 March 2024, since the
where the return on the Company’s bank facility has been repaid, UEM had net cash. In the event of a new facility
Company’s underlying securities being put in place, ICMIM will continue to monitor compliance with the banking covenants
is rising and exceeds the cost when each drawdown is made and at the end of each month. The Board will review
of borrowing, it will have the compliance with the banking covenants at each Board meeting.
opposite effect where the
underlying return is falling.
Regulatory Risk:
Failure to comply with The Investment Managers and the Company’s professional advisers monitor
applicable legal and regulatory developments in relevant laws and regulations and provide regular reports to the Board
requirements such as the tax in respect of the Company’s compliance.
rules for investment companies,
the FCA’s Listing Rules and the
Companies Act 2006 could lead
to suspension of the Company’s
Stock Exchange listing, financial
penalties, a qualified audit report
or the Company being subject to
tax on capital gains.
Viability Statement a period of five years is appropriate given the nature of
the Company, reflecting the long term strategy of the
The Board makes an assessment of the longer-term
Company and is in line with the five-yearly cycle of the
prospects of the Company beyond the timeframe
Company's continuation vote.
envisaged under the going concern basis of accounting,
having regard to the Company’s current position and In its assessment of the viability of the Company, the
the principal risks it faces. The Company is a long term Board has considered each of the Company’s principal
investment vehicle and the Board believes that it is risks and uncertainties detailed above, as well as the
appropriate to assess the Company’s viability over a impact of a significant fall in the EM equity markets on
long term horizon. For the purposes of assessing the the value of the Company’s investment portfolio. All
Company’s prospects in accordance with provision of the key operations required by the Company are
31 of the UK Corporate Governance Code, the Board outsourced to third party providers and it is considered
considers that assessing the Company’s prospects over that alternative providers could be engaged at relatively
Report and Accounts for the Year to 31 March 2024 | 37
### Strategic Report (continued)
short notice, if necessary. The Directors have also of business conduct is central to the Directors’
considered the Company’s income and expenditure decision-making. The Directors believe that fostering
projections and the fact that the Company’s operating constructive and collaborative relationships with
expenses comprise a very small percentage of net the Company’s service providers will assist in their
assets while the majority of the Company’s investments promotion of the success of the Company for the
comprise readily realisable securities which can be benefit of all shareholders and their performance
sold to meet funding requirements, if necessary. is monitored by the Board and its committees. The
The next opportunity for shareholders to vote on principal service provider is the Investment Managers,
the continuation of the Company will be at the AGM who are responsible for managing the Company’s
expected to be held in September 2026. assets in order to achieve its stated investment
objective, and the Board maintains a good working
As part of this assessment the Board considered a
relationship with them. Whilst strong long term
number of stress tests and scenarios which considered
investment performance is essential, the Board
the impact of severe stock market and currency
recognises that to provide an investment vehicle that
volatility on shareholders’ funds over a five-year
is sustainable over the long term, both it and the
period. Initially, the Company’s projections were
Investment Managers must have regard to ethical and
adjusted to reflect a material reduction in the value of
environmental issues that impact society. Accordingly,
its investments in line with that experienced during
ESG considerations are an important part of the
the emergence of the Covid-19 pandemic in the first
Investment Managers’ investment process as explained
quarter of 2020. The first stress test considered a fall
more fully below.
in markets of 30% in the first year with recovery of 10%
per annum thereafter. A second test considered a fall The Board seeks to engage with its Investment
in markets of 30% and adverse Sterling movement, Managers and other service providers in a collaborative
the Company’s reporting currency, of 10% in the and collegiate manner, whilst also ensuring that
first year with a further fall in markets of 20% in the appropriate and regular challenge is brought and
second year and no movement thereafter. The results evaluation conducted. The aim of this approach is to
demonstrated the impact on the Company’s NAV, enhance service levels and strengthen relationships
its expenses, and its ability to meet its liabilities over with a view to ensuring the interests of the Company’s
that period. As a result of this analysis, the Board has shareholders are best served by keeping cost levels
concluded that there is a reasonable expectation that proportionate and competitive, and by maintaining the
the Company will be able to continue in operation and highest standards of business conduct.
meet its liabilities as they fall due over the next five
The Directors aim to act fairly as between the
years.
Company’s shareholders and the approach to
shareholder relations is summarised in the Corporate
Section 172 Statement
Governance Statement on pages 50 to 55. As part of
Under Section 172 of the Companies Act 2006, the
this, the AGM provides a key forum for the Board and
Directors have a duty to promote the success of
Investment Managers to present to shareholders on the
the Company for the benefit of its members as a
performance of UEM and its future prospects. It also
whole. This includes having regard (amongst other
allows shareholders the opportunity to meet with the
matters) to fostering relationships with the Company’s
Board and Investment Managers and to raise questions
stakeholders and maintaining a reputation for high
and concerns. The Chairman is available to meet with
standards of business conduct.
shareholders as appropriate and the Investment
As an externally managed investment trust, the Managers meet regularly with shareholders and their
Company has no employees, customers, operations or respective representatives, reporting back on views
premises. Therefore, the Company’s key stakeholders to the Board. Shareholders may also communicate
(other than its shareholders) are considered to be with the Company at any time by writing to the Board
its service providers, including lenders. The need at the Company’s registered office or contacting the
to promote business relationships with the service Company’s broker. These communication opportunities
providers and maintain a reputation for high standards help inform the Board when considering how best to
38 | Utilico Emerging Markets Trust plc
promote the success of the Company for the benefit of includes questions covering shareholders’ rights,
all shareholders over the long term. transparency and related parties, as well as audit and
accounting, board composition and effectiveness,
In addition to ensuring that the Company’s stated
executive oversight and compensation. Each area is
investment objective was being pursued, the Directors
assessed and weighted, and the Investment Managers
confirm that they have considered Section 172 factors
then apply an aggregated weighting towards “G” in
when making decisions, including in relation to:
line with the strong empirical evidence linking robust
• the repayment of the Company’s multicurrency corporate governance and performance.
revolving facility in March 2024;
The “E” and “S” are also focal points for the Investment
• the repurchase of the Company’s shares, in line Managers, as assessing key environmental and social
with the Board’s policy to buy back shares for risks are essential to a long term sustainable business
cancellation in normal market conditions if they are model. The Investment Managers identify the most
trading at a discount in excess of 10%; material “E” and “S” risks that are believed to affect
each sector and companies are then assessed against
• the recommendation that shareholders vote in
each risk. The results from this analysis feed into an
favour of the Company’s dividend policy at the
“E” and “S” score for each company reflecting, for each
forthcoming AGM; and
material risk, whether suitable/sustainable plans are in
• the recommendation that shareholders vote in
place, how clear the company has been in disclosing its
favour of the renewal of the buyback and allotment
approach and how well it is doing against its objective
authorities as set out in the notice of AGM.
to manage such risk.
Responsible Investment Policy Where a portfolio company is assessed as having a
relatively low “E”, “S” and/or “G” score, ICM’s approach
The Board believes that it is in the shareholders’
is to engage with the company to see improvements
interests to consider ESG factors when selecting and
over time. ESG considerations provide a way to identify
retaining investments, and has asked the Investment
and review the long term drivers of an investment that
Managers to take these into account when investing.
are not found within the financial accounts, thereby
The concept of responsible investing has always been
enabling the Investment Managers to fully question
a core component of the investment process and the
a company’s investment potential from a number
Investment Managers employ a disciplined investment
of perspectives. Examples of ESG progress on two
process that seeks to both uncover opportunities
portfolio companies are set out on page 25.
and evaluate potential risks, while striving for the
best possible return outcomes. When reviewing any Where possible, the Investment Managers aim to
investment opportunity, the Investment Managers look visit companies to access an in-person opportunity
to understand the relevant ESG issues in conjunction to ask management teams what they perceive to
with the financial, macro and political drivers as part of be the key operational, social and environmental
their investment process, populating an internally built issues, as well as a chance to see assets operating
ESG framework due to lack of appropriate coverage first-hand. ESG disclosures are not always easy to
from external providers. Relevant and material ESG understand given they may not be openly reported
opportunities and risks can meaningfully affect or consistently disclosed. The Investment Managers
investment performance, therefore the consideration believe that engaging with companies directly is the
of ESG issues forms part of the integrated research best first step. Where necessary, the Investment
analysis, decision-making and ongoing monitoring. Managers will question and challenge an investee
company’s management team directly to ensure a full
The Investment Managers believe that “G” is the
understanding of any challenges and opportunities.
core foundation on which all else is built, as strong
governance within a company ensures that minority Given the Investment Managers are long term
shareholder interests are aligned with other investors, engagement with management teams is and
shareholders, management and stakeholders. The will remain paramount to the investment approach.
Investment Managers’ “G” assessment therefore On behalf of UEM as shareholder, the Investment
Report and Accounts for the Year to 31 March 2024 | 39
### Strategic Report (continued)
Managers work actively with investee companies to Bribery Act
incorporate stronger ESG principles and vote in a
The Company has a zero tolerance policy towards
considered manner (including against resolutions)
bribery and is committed to carrying out business fairly,
to drive positive change. As referred to above, the
honestly and openly. The Investment Managers also
Investment Managers believe that governance factors
adopt a zero tolerance approach and have policies and
are fundamental to an investment.
procedures in place to prevent bribery.
ICM is a signatory to the United Nations-supported
Criminal Finances Act
Principles for Responsible Investment, which is an
international network of investors working together to The Company has a commitment to zero tolerance
implement its six aspirational principles. The Investment towards the criminal facilitation of tax evasion.
Managers believe that good stewardship is essential
Social, Human Rights And Community Matters
and these principles align with their philosophy to
protect and increase the value of their investments. As an externally managed investment trust, the
Company does not have any employees or maintain any
Modern Slavery Act
premises. It therefore has no material, direct impact on
Due to the nature of the Company’s business, being the environment or any particular community and the
a company that does not offer goods and services to Company itself has no environmental, human rights,
customers, the Board considers that it is not within the social or community policies. The Board however notes
scope of the Modern Slavery Act 2015 because it has the Investment Managers’ policy statement in respect of
no turnover. The Company is therefore not required responsible investing, as outlined on page 39.
to make a slavery and human trafficking statement.
Outlook
In any event, the Board considers the Company’s
supply chains, dealing predominantly with professional The Board’s main focus is on the achievement of the
advisers and service providers in the financial services Company’s objective of delivering a long term total
industry, to be low risk in relation to this matter. return and the future of the Company is dependent
upon the success of its investment strategy. The
Gender Diversity
outlook for the Company is discussed in the Chairman’s
The Board currently consists of three male directors Statement and the main trends and factors likely to
and one female director and announced the affect the future development, performance and
appointment of a further female director with effect position of the Company’s business can be found in the
from 1 September 2024. The Company has no Investment Managers’ Report.
employees and therefore there is nothing further to
This Strategic Report was approved by the Board of
report in respect of gender representation within the
Directors on 14 June 2024.
Company. The Company’s policy on diversity is detailed
in the Corporate Governance Statement on pages 53
and 54.
By order of the Board
ICM Investment Management Limited
Greenhouse Gas Emissions and Streamlined
Company Secretary
Energy and Carbon Reporting ("SECR")
14 June 2024
All the Company’s activities are outsourced to third
parties. The Company therefore has no greenhouse gas
emissions to report from its operations. In addition, the
Company considers itself to be a low energy user under
the SECR regulations and therefore is not required to
disclose energy and carbon information.
40 | Utilico Emerging Markets Trust plc
## Investment Managers and Team
ICMIM, a company authorised and regulated by The Investment Managers are focused on finding
the FCA, was the Company’s AIFM during the year investments at valuations that do not reflect their true
ended 31 March 2024 with sole responsibility for long term value. Their investment approach is to have
risk management, subject to the overall policies, a deep understanding of the business fundamentals
supervision, review and control of the Board and is of each investment and its environment versus its
joint portfolio manager of the Company, alongside ICM. intrinsic value. The Investment Managers are long term
investors.
### ICM manages over USD 1.9bn in funds directly and is responsible indirectly for
### a further USD 24.5bn of assets in subsidiary investments. ICM has over 80 staff
### based in offices in Bermuda, Cape Town, Dublin, London, Seoul, Singapore, Sydney,
### Vancouver and Wellington.
### The investment teams are led by Charles Jillings and Duncan Saville.
Charles Jillings
Charles Jillings, a director of ICM and chief executive of ICMIM, is responsible for
the day-to-day running of UEM and the investment portfolio. He qualified as a
chartered accountant and has extensive experience in corporate finance and asset
management. He is an experienced director having previously been a non-executive
director in the financial services, water and waste sectors. He is currently a director
of Somers Limited and Waverton Investment Management Limited.
Duncan Saville
Duncan Saville, a director of ICM, is a chartered accountant with experience in
corporate finance and asset management. He was formerly a non-executive director
of Utilico Investment Trust plc and is an experienced non-executive director having
been a director in multiple companies in the financial services, utility, mining and
technology sectors. He is currently a non-executive director of Australian Securities
Exchange listed Resimac Group Limited, Somers Limited and H.R.L. Morrison & Co
Limited.
Report and Accounts for the Year to 31 March 2024 | 41
### Investment Managers and Team (continued)
Senior core team assisting on UEM include:
Jacqueline Broers, deputy portfolio manager, has been involved in the running of UEM since
September 2010. Mrs Broers is focused on the transport sector worldwide with particular
emphasis on emerging markets. Prior to joining the investment team, Mrs Broers worked
in the corporate finance team at Lehman Brothers and Nomura. Mrs Broers is a qualified
chartered accountant.
Jonathan Groocock, deputy portfolio manager, has been involved in the running of UEM
since February 2011. Mr Groocock is focused on the utilities sector worldwide with particular
emphasis on emerging markets. Prior to joining the investment team Mr Groocock had nine
years of experience in sell side equity research. Mr Groocock qualified as a CFA charterholder
in 2005 and is a non executive director of Petalite Limited.
Mark Lebbell has been involved in the running of UEM since its inception and before that was
involved with Utilico Investment Trust plc and The Special Utilities Investment Trust PLC since
2000. Mr Lebbell is focused on the communications sector worldwide with particular emphasis
on emerging markets. Mr Lebbell is an associate member of the Institute of Engineering and
Technology.
Company Secretary – ICM Investment Management Limited
Alastair Moreton, a chartered accountant, joined the team in 2017 to provide company
secretarial services to UEM and UIL Limited. Mr Moreton has over thirty years’ experience
in corporate finance with Samuel Montagu, HSBC, Arbuthnot Securities and, prior to joining
ICM, Stockdale Securities, where he was responsible for the company’s closed end fund
corporate clients.
## The Investment Managers’ approach is to
## have a deep understanding of the business
## fundamentals of each investment and its
## environment versus its intrinsic value.
42 | Utilico Emerging Markets Trust plc
## Directors
John Rennocks (Chairman)
John Rennocks joined the Board in 2015 and was appointed Chairman in 2016. He previously
served as deputy chairman and senior independent director of Inmarsat plc and as finance
director of a number of public companies (including Smith & Nephew plc, PowerGen plc, British
Steel plc and Corus Group plc) and as a non-executive chairman or director of several funds,
including Foreign & Colonial Investment Trust plc and JP Morgan Overseas Investment Trust plc. He
is a Fellow of the Institute of Chartered Accountants of England and Wales.
Mark Bridgeman
Mark Bridgeman joined the Board in 2021. He is UEM’s Senior Independent Director and Chairman
of the Remuneration Committee. His background is in fund management spending 19 years
with Schroders plc with various roles including Emerging Markets Fund Manager and Global
Head of Research. He left Schroders in 2009 to manage a rural estate and farming business in
Northumberland and was formerly President of the Country Land & Business Association. He has
served on the board of several investment trusts since leaving Schroders and is currently on the
investment committee of the Leverhulme Trust.
Isabel Liu
Isabel Liu joined the Board in 2021. She has over 25 years' global experience investing equity in
infrastructure, including the AIG Asian Infrastructure Fund, the ABN AMRO Global Infrastructure Fund
and the Asia Pacific investment business of John Laing plc. More recently she was a board member of an
infrastructure fund manager backed by UK pension funds and of passenger champions for Heathrow
Airport and UK public transport. She is currently a non-executive director of Schroder Oriental Income
Fund Limited and Gresham House Energy Storage Fund plc. Isabel is a graduate of the Ohio State
University with a masters from Harvard University and an MBA from the University of Chicago.
Eric Stobart
Eric Stobart joined the Board in 2019 and is Chairman of UEM’s Audit & Risk Committee. He has
spent most of his career in merchant and commercial banking, latterly as a senior executive at
Lloyds Banking Group. He was for 12 years chair of the investment committee of the £25.0bn
Lloyds Bank Pension Scheme as well as having been chair of the audit and risk committee of a
substantial investment management group. Currently he chairs or is a deputy chair of the trustee
board of three pension schemes with combined assets of some £2.3bn. Mr Stobart is a chartered
accountant with an MBA from London Business School.
Nadya Wells*
Nadya Wells will join the Board on 1 September 2024. She has over 25 years’ emerging and frontier
markets experience as a long term investor and governance specialist. She spent 13 years with the
Capital Group as a portfolio manager and analyst with a focus on global emerging markets. Prior to
that she was a portfolio manager at Invesco Asset Management investing in public and private equity.
She is currently a non-executive director of Hansa Investment Company Limited and Barings Emerging
EMEA Opportunities plc as well as unlisted SICAVs in Luxembourg, managed by abrdn and M&G. She
has an MBA from INSEAD.
All the Directors are independent and are members of the Audit & Risk Committee, Remuneration Committee and Management Engagement Committee
* As at the date of this report, Ms Nadya Wells is not yet a Director but the Board has approved her appointment as a Director with effect from 1 September 2024.
Report and Accounts for the Year to 31 March 2024 | 43
# Directors' Report

The Directors present the Annual Report and Accounts of the Company for the year ended 31 March 2024.

## Status of the Company

UEM was incorporated on 7 December 2017. On 3 April 2018, as a result of the proposals to redomicile UEM Limited to the United Kingdom, the shareholders of UEM Limited exchanged all their shares in UEM Limited for shares in the Company on a one for one basis and UEM Limited became a wholly owned subsidiary of the Company. All the assets of UEM Limited were transferred to the Company and UEM Limited was dissolved on 7 March 2019. UEM's shares are listed on the premium segment of the Official List of the Financial Conduct Authority and traded on the main market of the London Stock Exchange.

UEM carries on business as an investment trust. It has been approved by HM Revenue & Customs as an investment trust in accordance with sections 1158 and 1159 of the Corporation Tax Act 2010, subject to the Company continuing to meet the eligibility conditions. The Directors are of the opinion that the Company has conducted its affairs in a manner which will satisfy the conditions for continued approval.

UEM is domiciled in the UK as an investment company within the meaning of section 833 of the Companies Act 2006. It is not a close company and has no employees.

UEM is a member of the AIC in the UK.

## The Alternative Investment Fund Managers Directive ("AIFMD")

The Company is an Alternative Investment Fund ("AIF") falling within the scope of, and subject to, the requirements of the AIFMD. The Company has appointed ICMIM, an English incorporated company which is regulated by the FCA, as its AIFM, with sole responsibility for risk management and ICM and ICMIM jointly to provide portfolio management services.

The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. An Investor Disclosure Document, which sets out information on the Company's investment strategy and policies, leverage, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder

information, is available on the Company's website at www.uemtrust.co.uk.

UEM also appointed JPMEL as its depositary service provider. JPMEL's responsibilities include general oversight over the issue and cancellation of the Company's shares, the calculation of the NAV, cash monitoring and asset verification and record keeping. JPMEL receives an ad-valorem fee for its services of 2.0bps of the Company's NAV up to £500m and 1.5bps thereafter, subject to a minimum fee of £25,000 per annum, payable monthly in arrears.

## Fund Management Arrangements

In accordance with the Investment Management Agreement ("IMA"), the Company pays to ICMIM and ICM a management fee based on a tiered structure comprising 1.0% of NAV up to £500m; 0.9% of NAV above £500m up to £750m; 0.85% of NAV above £750m up to £1,000m; and 0.75% of NAV above £1,000m. This structure has been in place since 1 April 2021 and replaced the previous arrangement which comprised a management fee and a performance related fee. The management fee is payable quarterly in arrears, with such fee apportioned between ICMIM and ICM as agreed by them. The IMA may be terminated on not less than six months' notice in writing and further details of the amounts payable to ICMIM and ICM are disclosed in note 4 to the accounts.

Under the IMA, ICMIM has been appointed as Company Secretary.

The Board continually reviews the policies and performance of the Investment Managers. The Board's philosophy and the Investment Managers' approach are that the portfolio should consist of shares considered attractive irrespective of their inclusion or weighting in any index. The portfolio's composition and performance are likely, therefore, to be very different, for example, from those of the MSCI EM total return Index. Over the short term, there may be periods of sharp underperformance or outperformance compared with the index. Over the long term, the Board expects the combination of the Company's and Investment Managers' approach to result in a significant degree of outperformance compared with the index. The Board continues to believe that the appointment of ICMIM and ICM on the terms agreed is in the interests of shareholders as a whole.

44 | Utilico Emerging Markets Trust plc
## Administration

The provision of accounting and administration services has been outsourced to JPMorgan Chase Bank N.A. – London Branch (the “Administrator”). The Administrator provides financial and general administrative services to the Company for an annual fee based on the Company’s month end NAV (5 bps on the first £100m NAV, 3bps on the next £150m NAV, 2bps on the next £250m NAV and 1.5bps on the next £500m NAV). The Administrator and any of its delegates are also entitled to reimbursement of certain expenses incurred by it in connection with its duties. In addition, ICMIM has appointed Waverton Investment Management Limited (“Waverton”) to provide certain support services (including middle office, market dealing and information technology support services). Waverton is entitled to receive an annual fee of 3bps of the Company’s NAV and the Company reimburses ICMIM for its costs and expenses incurred in relation to this agreement.

Annually, the Management Engagement Committee considers the ongoing administrative requirements of the Company and assesses the services provided.

## Safe Custody Of Assets

During the year ended 31 March 2024, all listed and a number of unlisted investments were held in custody for the Company by JPMorgan Chase Bank N.A. – London Branch (the “Custodian”). Operational matters with the Custodian are carried out on the Company’s behalf by ICMIM and the Administrator in accordance with the IMA and the Administration Agreement. The Custodian is paid a variable fee dependent on the number of trades transacted and the location of the securities held.

## Financial Instruments

The Company’s financial instruments comprise its investment portfolio, cash balances, bank borrowings and debtors and creditors which arise directly from its operations such as sales and purchases awaiting settlement, and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 26 to the accounts.

## Dividends

A dividend of 2.15p per share was paid on 22 September 2023, 15 December 2023 and 28 March 2024. A

dividend of 2.15p per share was declared on 24 May 2024 and will be paid on 28 June 2024.

## ISA and NMPI

UEM remains a qualifying investment under the Individual Savings Account (ISA) regulations and it is the intention of the Board to continue to satisfy these regulations. Furthermore, the Company currently conducts its affairs so that its shares can be recommended by IFAs to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream pooled investments and intends to continue to do so for the foreseeable future.

## Going Concern

The Board has reviewed the going concern basis of accounting for the Company. The Company’s assets consist substantially of equity shares in listed companies and in most circumstances are realisable within a short timescale. The Board has performed a detailed assessment of the Company’s operational risk and resources including its ability to meet its liabilities as they fall due, by conducting stress tests and scenarios which considered the impact of severe stock market and currency volatility. This is set out in note 25 to the accounts. In light of this work and there being no material uncertainties related to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern, the Board has a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least the next twelve months from the date of approval of these financial statements. Accordingly, the Board considers it appropriate to continue to adopt the going concern basis in preparing the accounts.

## Directors

UEM currently has a Board of four non-executive directors who oversee and monitor the activities of the Investment Managers and other service providers and ensure that the Company’s investment policy is adhered to. The Board is supported by an Audit & Risk Committee, a Management Engagement Committee and a Remuneration Committee, which deal with specific aspects of the Company’s affairs. The Corporate Governance Statement, which is set out on pages 50 to 55, forms part of this Directors’ Report.

Report and Accounts for the Year to 31 March 2024 | 45
## Directors' Report (continued)

The Directors have a range of business, financial and asset management skills, as well as experience relevant to the direction and control of the Company. Brief biographical details of the members of the Board are shown on page 43. All the Directors are independent.

All appointments to the Board and re-elections of Directors are carried out in accordance with the Companies Act 2006 and the Company's Articles of Association. The Company's Articles of Association provide that all the Directors retire each year. The Board may also appoint Directors but any Director so appointed must stand for election by the shareholders at the next AGM. Accordingly, an ordinary resolution to elect Ms Nadya Wells (whose appointment to the Board as a Director will take effect on 1 September 2024) will be put to shareholders at the next AGM to be held on 17 September 2024.

### Directors' Indemnity and Insurance

As at the date of this report, a deed of indemnity has been entered into by the Company and each of the 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 his/her role as a Director of the Company. Each Director is indemnified against the costs of defending any criminal or civil proceedings or any claim by the Company or a regulator as they are incurred provided that 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.

UEM also maintains Directors' and Officers' liability insurance which provides appropriate cover for any legal action brought against the Directors.

### Directors' Interests

The Directors' interests in the share capital of the Company are disclosed in the Directors' Remuneration Report on page 58.

No Director was a party to, or had any interests in, any contract or arrangement with the Company at any time during the year or at the year end. There are no agreements between the Company and the Directors concerning compensation for loss of office.

A Director must avoid a situation where he/she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the Company's interests. The Directors have declared any potential conflicts of interest to the Company, which are reviewed regularly by the Board. The Directors have undertaken to advise the Company Secretary and/or Chairman as soon as they become aware of any potential conflicts of interest.

### Share Capital

As at 31 March 2024 the issued share capital of the Company and the total voting rights were 190,842,503 shares. As at the date of this report, the share capital of the Company and total voting rights were 189,275,034 shares. There are no restrictions on the transfer of securities in the Company and there are no special rights attached to any of the shares.

### Share Issues and Repurchases

UEM has the authority to purchase shares in the market to be held in treasury or for cancellation and to issue new shares for cash. During the year ended 31 March 2024 the Company purchased 11,369,753 shares for cancellation. The current authority to repurchase shares was granted to Directors on 19 September 2023 and expires at the conclusion of the next AGM. The Directors are proposing that their authority to buy back up to 14.99% of the Company's shares for cancellation or to be held in treasury and to issue new shares or sell shares from treasury, be renewed at the forthcoming AGM.

### Tender Facility

At the Directors' discretion, the Company can operate a tender facility subject to certain limitations. The tender facility is not expected to be made available in circumstances where the annual compound growth rate of the Company's gross assets exceeds 10% or where the Company's net assets total return performance exceeds 10% in the relevant period. The maximum number of shares which may be tendered pursuant to the tender facility in any financial year would be limited to 12.5% of the shares in issue at the commencement of the relevant financial year, with any excess tender requests being scaled back pro-rata.

The tender facility has not been operated to date by the Company or previously by its predecessor, UEM Limited.

46 | Utilico Emerging Markets Trust plc
Continuation of the Company Audit Information and Auditor
UEM has been established with an unlimited life As required by section 418 of the Companies Act 2006,
although the Company’s Articles of Association provide the Directors who held office at the date of approval of
for a continuation vote to be put to shareholders every this Directors’ Report confirm that, so far as they are
five years. The continuation vote was passed at the aware, there is no relevant audit information of which
AGM held in 2021 and shareholders will therefore have the Company’s auditor is unaware; and each Director
further opportunities to vote on the continuation of the has taken all the steps that they ought to have taken as
Company in 2026 and every fifth AGM thereafter. a Director to make themselves aware of any relevant
audit information and to establish that the Company’s
Substantial Share Interests
auditor is aware of that information.
As at the date of this report, the Company had received
Listing Rule 9.8.4R
notification of the following holdings of voting rights:
There are no instances where the Company is required
Number of
to make disclosures in respect of Listing Rule 9.8.4R
shares
(information to be included in annual report and
held % held
accounts).
City of London Investment
Management Company
Articles of Association
Limited 28,672,553 15.2

| Lazard Asset Management | 18,737,825 9.9 | Any amendments to the Company’s Articles of |
| --- | --- | --- |
| LLC |  | Association must be made by special resolution. |
| Rathbone Investment | 10,728,364 5.7 |  |
| Management Limited |  | Annual General Meeting |
| 1607 Capital Partners, LLC 10,589,512 5.6 |  | The following information to be discussed at the |
| Ameriprise Financial, Inc. 10,127,839 5.4 |  | forthcoming AGM is important and requires your |

immediate attention. If you are in any doubt about the
UIL Limited 9,273,087 4.9
action you should take, you should seek advice from
your stockbroker, bank manager, solicitor, accountant or
The Common Reporting Standard
other financial adviser authorised under the Financial
Tax legislation under The OECD (Organisation for Services and Markets Act 2000 (as amended).
Economic Co-operation and Development) Common
If you have sold or transferred all of your shares in the
Reporting Standard for Automatic Exchange of
Company, you should pass this document, together
Financial Account Information (the “Common Reporting
with any other accompanying documents including the
Standard”) was introduced on 1 January 2016. The
form of proxy, at once to the purchaser or transferee,
legislation requires an investment trust company to
or to the stockbroker, bank or other agent through
provide personal information to HMRC about investors
whom the sale or transfer was effected, for onward
who purchase shares. The Company is required to
transmission to the purchaser or transferee.
provide information annually on the tax residences of
a number of non-UK based certificated shareholders. The business of the AGM consists of 13 resolutions.
HMRC may in turn exchange the information with the Resolutions 1 to 11 (inclusive) will be proposed as
tax authorities of another country or countries in which ordinary resolutions and resolutions 12 and 13 will be
the shareholder may be tax resident, where those proposed as special resolutions.
countries (or tax authorities in those countries) have
Ordinary Resolution 1 – Annual Report and
entered into agreements to exchange financial account
Financial Statements
information.
This resolution seeks shareholder approval to receive
All new shareholders entered onto the share register,
the report of the Directors and financial statements for
excluding those whose shares are held in CREST, will be
the year ended 31 March 2024 and the auditor’s report
sent a certification form for the purposes of collecting
thereon.
this information.
Report and Accounts for the Year to 31 March 2024 | 47
### Directors’ Report (continued)
Ordinary Resolution 2 – Approval of the Directors’
Remuneration Report
This resolution is an advisory vote on the Directors’
Remuneration Report.
Ordinary Resolution 3 – Approval of the Company’s
dividend policy
This resolution seeks shareholder approval of the
Company’s dividend policy to pay four interim
dividends per year. Under the Company’s Articles of
Association, the Board is authorised to approve the
payment of interim dividends without the need for
the prior approval of the Company’s shareholders.
Having regard to corporate governance best practice
relating to the payment of interim dividends without
the approval of a final dividend by a company’s
knowledge and many years of experience of audit
shareholders, the Board has decided to seek express
and risk committees in the financial services sector.
approval from shareholders of its dividend policy to pay
He therefore brings this strong background and skills
four interim dividends per year. If this resolution is not
to his role as the Company’s Audit & Risk Committee
passed, it is the intention of the Board to refrain from
Chairman.
authorising any further interim dividends until such
time as the Company’s dividend policy is approved by Resolution 8 relates to the election of Ms Nadya Wells.
its shareholders. As referred to in the Chairman’s Statement, Ms Wells
has been appointed a Director with effect from
Ordinary Resolutions 4 to 8 (inclusive) – Re-election
1 September 2024. Ms Wells brings to the Board a
and election of the Directors
wealth of experience in investment management,
The biographies of the Directors are set out on page 43 emerging markets and investment companies.
and are incorporated into this report by reference.
Ordinary Resolutions 9 and 10 – Appointment of the
Resolution 4 relates to the re-election of Mr John external Auditor and the Auditor’s Remuneration
Rennocks. Mr Rennocks’ leadership of the Board as
These resolutions relate to the appointment and
Chairman draws on his long and varied experience
remuneration of the Company’s auditor. The Company,
on the boards of many public limited companies
through its Audit & Risk Committee, has considered
and investment companies. His focus is on long-
the independence and objectivity of the external
term strategic issues, which are key topics of Board
auditor and is satisfied that the proposed auditor is
discussion.
independent. Further information in relation to the
Resolution 5 relates to the re-election of Mr Mark assessment of the existing auditor’s independence can
Bridgeman. Mr Bridgeman’s experience in the be found in the report of the Audit & Risk Committee.
investment management industry and with other
Resolutions relating to the following items of special
investment funds means that he brings significant
business will be proposed at the forthcoming AGM:
expertise in investment matters to his role on the
Board. Ordinary Resolution 11 – Authority to allot shares
Resolution 6 relates to the re-election of Ms Isabel Liu. The Directors may only allot shares for cash if
Ms Liu’s long career in infrastructure investing brings authorised to do so by shareholders in a general
in-depth knowledge and expertise in such matters to meeting. This resolution seeks authority for the
her role as Director. Directors to allot shares for cash up to an aggregate
nominal amount of £189,275 per annum, which is
Resolution 7 relates to the re-election of Mr Eric
equivalent to 18,927,500 ordinary shares of 1p each and
Stobart. Mr Stobart has extensive accounting
48 | Utilico Emerging Markets Trust plc
represents approximately 10% of the Company’s issued dealt with as treasury shares in accordance with the
ordinary share capital (excluding treasury shares) as provisions of the Companies Act 2006.
at the date of the Notice of the AGM. This resolution
Recommendation
will expire at the conclusion of the next AGM of the
Company to be held in 2025 unless renewed prior to The Board considers that each of the resolutions to be
that date at an earlier general meeting. proposed at the AGM is likely to promote the success
of the Company for the benefit of its members as a
Special Resolution 12 – Authority to disapply pre-
whole and is in the best interests of the Company and
emption rights
its shareholders as a whole. The Directors unanimously
By law, Directors require specific authority from
recommend that shareholders vote in favour of all the
shareholders before allotting new shares or selling
resolutions as they intend to do in respect of their own
shares out of treasury for cash without first offering
beneficial holdings.
them to existing shareholders in proportion to their
By order of the Board
holdings. This resolution empowers the Directors
to allot new shares for cash or to sell shares held by Alastair Moreton
the Company in treasury, otherwise than to existing For and on behalf of
shareholders on a pro rata basis, up to an aggregate ICM Investment Management Limited
nominal amount of £189,275 which is equivalent to Company Secretary
18,927,500 ordinary shares of 1p each and represents
14 June 2024
approximately 10% of the Company’s issued ordinary
share capital (excluding treasury shares) as at the
date of the Notice of the AGM. Any such sale of shares
would only be made at prices greater than NAV and
would therefore increase the assets underlying each
share. This resolution will expire at the conclusion
of the next AGM of the Company to be held in 2025
unless renewed prior to that date at an earlier general
meeting.
Special Resolution 13 – Authority to buy back shares
This resolution seeks to renew the authority granted
to the Directors enabling the Company to purchase
its own shares. The Directors will only consider
repurchasing shares in the market if they believe it
to be in shareholders’ interests and as a means of
correcting any imbalance between supply and demand
for the Company’s shares.
The Directors are seeking authority to purchase up
to 28,370,000 ordinary shares (being approximately
14.99% of the issued ordinary share capital (excluding
treasury shares) as at the date of the Notice of the
AGM). This authority, unless renewed at an earlier
general meeting, will expire at the conclusion of the
next AGM of the Company to be held in 2025.
Any shares purchased pursuant to this resolution
shall be cancelled immediately upon completion of
the purchase or held, sold, transferred or otherwise
Report and Accounts for the Year to 31 March 2024 | 49
## Corporate Governance Statement
The Company‘s Corporate Governance for good governance lies with the Board. The Board
Framework considers the practice of good governance to be an
integral part of the way it manages the Company and
Corporate Governance is the process by which the
is committed to maintaining high standards of financial
board of directors of a company protects shareholders’
reporting, transparency and business integrity.
interests and by which it seeks to enhance shareholder
value. Shareholders hold the directors responsible The governance framework of the Company reflects
for the stewardship of a company’s affairs, delegating the fact that, as an investment company, it has no full-
authority and responsibility to the directors to time employees and outsources its activities to third
manage the company on their behalf and holding party service providers.
them accountable for its performance. Responsibility
### The Board
Four Non-Executive Directors (NEDS)
Chairman: John Rennocks
Senior Independent Director: Mark Bridgeman
Key Objectives:
• To set strategy, values • To provide leadership within • To constructively challenge
and standards; a framework of prudent and scrutinise performance
and effective controls which of all outsourced activities.
enable risk to be assessed
and managed; and
Management
Audit & Risk Nomination Remuneration
Engagement
Committee Committee Committee
Committee
All independent NEDs All independent NEDs The Board as a whole All independent NEDs
performs this function
Chairman: Chairman: Chairman:
Eric Stobart John Rennocks Mark Bridgeman
Key Objective: Key Objectives: Key Objectives: Key Objective:
• To oversee the financial • To review the • To regularly review the • To set the remuneration
reporting and control performance of the Board’s structure and policy for the Directors of
environment. Investment Managers composition; and the Company.
and the Administrator;
• To consider any new
and
appointments.
• To review the
performance of other
service providers.
50 | Utilico Emerging Markets Trust plc
The AIC Code of Corporate Governance of the Audit & Risk Committee, as permitted by the AIC
Code.
As a UK-listed investment trust the Board’s principal
governance reporting obligation is in relation to the UK Information on how the Company has applied the
Corporate Governance Code (the “UK Code”) issued principles of the AIC Code and the UK Code is set out
by the Financial Reporting Council (“FRC”) in July 2018. below.
However, it is recognised that investment companies
The Board
have special circumstances which have an impact
on their governance arrangements. An investment The Board is responsible to shareholders for the
company typically has no employees and the roles of overall stewardship of the Company. A formal schedule
portfolio management, administration, accounting of matters reserved for the decision of the Board has
and company secretarial tend to be outsourced to a been adopted. Investment policy and strategy are
third party. The AIC has therefore drawn up its own determined by the Board and it is also responsible for
set of guidelines known as the AIC Code of Corporate the gearing policy, dividend policy, public documents,
Governance (the “AIC Code”) issued in February 2019, such as the Annual Report and Financial Statements,
which recognises the nature of investment companies the buy-back policy and corporate governance
by focusing on matters such as board independence matters. In order to enable the Directors to discharge
and the review of management and other third party their responsibilities effectively, the Board has full and
contracts. The FRC has endorsed the AIC Code and timely access to relevant information.
confirmed that companies which report against the
The Board meets at least quarterly, with additional
AIC Code will be meeting their obligations in relation to
Board and Committee meetings being held on an ad
the UK Code and paragraph LR9.8.6 of the FCA’s Listing
hoc basis to consider particular issues as they arise.
Rules. The Board believes that reporting against the
Key representatives of the Investment Managers
principles and recommendations of the AIC Code will
attend each meeting and between these meetings
provide better information to shareholders.
there is regular contact with the Investment Managers.
The UK Code is available from the FRC’s website at Two board meetings a year are usually held in
www.frc.org.uk. The AIC Code is available from the countries where the Company holds investments
Association of Investment Companies’ website at and, as part of its monitoring and risk management
www.theaic.co.uk. responsibilities, the Board will meet with investee
companies and local experts.
Compliance with the AIC Code
The Board has direct access to the advice and
During the year ended 31 March 2024, the Company
services of the company secretary, who is an
complied with the recommendations of the AIC Code
employee of ICMIM. The company secretary, with
and the relevant provisions of the UK Code, except
advice from the Company’s lawyers and financial
those relating to:
advisers, is responsible for ensuring that the Board
• the role of the chief executive; and Committee procedures are followed and that
applicable rules and regulations are complied with.
• executive directors’ remuneration;
The company secretary is also responsible to the
• the need for an internal audit function; and
Board for ensuring timely delivery of information
• membership of the Audit & Risk Committee by the and reports and that the statutory obligations of
Chairman of the Board. the Company are met. The company secretary is
responsible for advising the Board, through the
For the reasons set out in the AIC Code and as
Chairman, on all governance matters.
explained in the UK Code, the Board considers these
provisions are not relevant to the position of the There is an agreed procedure for Directors, in the
Company, being an externally managed investment furtherance of their duties, to take legal advice at the
company. As explained in the Audit & Risk Committee Company’s expense, having first consulted with the
Report, the Chairman of the Board is also a member Chairman.
Report and Accounts for the Year to 31 March 2024 | 51
### Corporate Governance Statement (continued)
During the year, none of the Directors took on any significant new commitments or appointments. All of the
Directors consider that they have sufficient time to discharge their duties.
There were four Board meetings, three Audit & Risk Committee meetings, one Management Engagement
Committee meeting and one Remuneration Committee meeting held during the year ended 31 March 2024 and the
attendance by the Directors was as follows:
Management
Audit & Risk Engagement Remuneration
Board Committee Committee Committee
Number of meetings held during the year 4 3 1 1
John Rennocks 4 3 1 1
Mark Bridgeman 4 3 1 1
Susan Hansen 2/2 n/a n/a n/a
Isabel Liu 3 2 1 1
Eric Stobart 4 3 1 1
Apart from the meetings detailed above, there were a party service providers. In this regard the Committee
number of meetings held by committees of the Board assessed the services provided by the Investment
to approve the declaration of quarterly dividends and Managers, the Administrator and the other service
other ad hoc items. providers to be good.
Audit & Risk Committee Remuneration Committee
The Audit & Risk Committee comprises all the
The Remuneration Committee, which is chaired by Mr
independent Directors of the Company and is chaired
Bridgeman, comprises all the independent Directors
by Mr Stobart. Further details of the Audit & Risk
of the Company. Further details are provided in the
Committee are provided in its report starting on
Directors’ Remuneration Report on page 56.
page 59.
Internal Controls
Management Engagement Committee
The Directors acknowledge that they are responsible
The Management Engagement Committee, which
for ensuring that the Company maintains a sound
is chaired by Mr Rennocks, comprises all the
system of internal financial and non-financial controls
independent Directors of the Company and meets at
(“internal controls”) to safeguard shareholders’
least once a year.
investments and the Company’s assets.
The Investment Managers’ performance is considered
The Company’s system of internal control is designed
by the Board at every meeting, with a formal evaluation
to manage rather than eliminate risk of failure to
by the Management Engagement Committee annually.
achieve the Company’s investment objective and/
The Board received detailed reports and views from
or adhere to the Company’s investment policy and/
the Investment Managers on investment policy, asset
or investment limits. The system can therefore only
allocation, gearing and risk at each Board meeting in
provide reasonable and not absolute assurance
the year ended 31 March 2024, with ad hoc market/
against material misstatement or loss.
company updates if there were significant movements
in the intervening period.
The Investment Managers, Administrator and
The Management Engagement Committee also Custodian maintain their own systems of internal
considers the effectiveness of the administration controls and the Board and the Audit & Risk
services provided by the Investment Managers and Committee receive regular reports from these service
Administrator and the performance of other third providers.
52 | Utilico Emerging Markets Trust plc
principles of boardroom diversity, including gender
and ethnicity, progressive refreshing and succession
planning and such matters are discussed by the Board
as a whole at least annually.
The Company’s policy is that the Board should
be comprised of directors with a diverse range of
skills, knowledge and experience and that any new
appointments should be made on the basis of merit
against objective criteria, including diversity. The
Listing Rules, requires companies to report against the
following three diversity targets:
(i) at least 40% of individuals on the board are
women;
(ii) at least one of the senior board positions (defined
in the Listing Rules as the chair, CEO, Senior
Independent Director ("SID") and CFO) is held by a
woman; and
The Board meets regularly, at least four times a year. (iii) at least one individual on the board is from a
It reviews financial reports and performance against minority ethnic background
relevant stock market criteria and the Company’s peer
As at 31 March 2024, UEM complies with target (iii).
group, amongst other things.
As referred to in the Chairman’s Statement, following
The effectiveness of the Company’s system of
the appointment of Ms Nadya Wells to the Board, UEM
internal controls, including financial, operational and
will also comply with target (i) from 1 September 2024.
compliance and risk management systems is reviewed
at least bi-annually against risk parameters approved The Company only has two of the senior roles specified
by the Board. by the Listing Rules, that is the position of chair and
SID. Both these roles were occupied by men as at
The Board confirms that the necessary actions are
31 March 2024. However, as set out in the Chairman's
taken to remedy any significant failings or weaknesses
Statement, with Isabel Liu taking on the role of SID at
identified from its review. No significant failings or
the end of 2024, UEM will comply with target (ii) from
weaknesses occurred during the year ended 31 March
1 January 2025.
2024 or subsequently up to the date of this report.
The Board has chosen to align its diversity reporting
Board Diversity, Appointment, Re-Election and
reference date with the Company’s financial year end.
Tenure
As required by the Listing Rules, further details in
The Board as a whole undertakes the responsibilities relation to the three diversity targets are set out in
which would otherwise be assumed by a nomination the tables on page 54. The information was obtained
committee. It considers the size and structure of by asking each of the Directors how they wished to be
the Board, including the balance of expertise and categorised for the purposes of these disclosures:
skills brought by individual Directors. It supports the
Report and Accounts for the Year to 31 March 2024 | 53
### Corporate Governance Statement (continued)
Number of senior positions
Number of Percentage of on the Board (CEO, CFO,
31 March 2024 Board Members the Board SID, Chair)
Men 3 75% 2
1 2
Women 1 25% 0
1 This percentage will be 40% from 1 September 2024 - see page 53
2 This number will be 1 from 1 January 2025 - see page 53
Number of Senior
Number of Percentage of Positions on the Board
31 March 2024 Board Members the Board (CEO, CFO, SID, Chair)
White British or other White (including
minority-white groups) 2 50% 2
Mixed/Multiple Ethnic Groups – – –
1
Asian/Asian British 1 25% 0
Black/African/Caribbean/Black British – – –
Other ethnic group, including Arab – – –
Not specified/prefer not to say 1 25% –
1 This number will be 1 from 1 January 2025 - see page 53
The Board is of the view that length of service does All appointments are subject to subsequent
not necessarily compromise the independence or confirmation by shareholders in general meeting.
contribution of directors of an investment company,
Board, Committee and Directors’ Performance
where continuity and experience can add significantly
Appraisal
to the strength of the Board. This is supported by the
views on independence expressed in the AIC Code. The Directors recognise the importance of the AIC
No limit on the overall length of service of any of the Code’s recommendations in respect of evaluating
Company’s Directors has been imposed. All Directors the performance of the Board, the Committees
are subject to annual re-election. and individual Directors. This encompasses both
quantitative and qualitative measures of performance
The Board reviews succession planning at least
including:
annually. Appointments of new Directors will be made
on a formalised basis with the Chairman agreeing, in • attendance at meetings;
conjunction with his colleagues, a job specification
• the independence of individual Directors;
and other relevant selection criteria and the methods
of recruitment (where appropriate using an external • the ability of Directors to make an effective
recruitment agency), selection and appointment. The contribution to the Board and Committees
potential Director would meet with Board members through the range and diversity of skills and
prior to formal appointment. experience each Director brings to their role; and
An induction process will be undertaken, with new • the Board’s ability to challenge the Investment
appointees to the Board being given a full briefing on Managers’ recommendations, suggest areas
the workings and processes of the Company and the of debate and set the future strategy of the
management of the Company by the Chairman, the Company.
Investment Managers, the company secretary and
The Board opted to conduct performance evaluation
other appropriate persons.
through questionnaires and discussion between
the Directors, the Chairman and the chairmen
54 | Utilico Emerging Markets Trust plc
of the Committees. This process is conducted by Shareholders can visit the Company’s website:
the Chairman reviewing individually with each of www.uemtrust.co.uk in order to access copies of half-
the Directors their performance, contribution and yearly and annual financial reports, factsheets and
commitment to the Company and the possible regulatory announcements.
further development of skills. In addition, the Senior
There is a regular dialogue between the Investment
Independent Director reviews the performance of the
Managers and institutional shareholders, including
Chairman with the other Directors, taking into account
private client wealth managers, to discuss aspects of
the views of the Investment Managers. The relevant
investment performance, governance and strategy
points arising from these meetings are then reported
and to listen to shareholder views in order to help
to, and discussed by, the Board as a whole.
develop an understanding of their issues and
This process has been carried out in respect of the concerns. General presentations to institutional
period under review and will be conducted on an shareholders and analysts follow the publication of the
annual basis. The result of this period’s performance annual results. All meetings between the Investment
evaluation process was that the Board, the Committees Managers and institutional and other shareholders are
of the Board and the Directors individually were all reported to the Board.
assessed to have performed satisfactorily. No follow-
The Chairman, Senior Independent Director and
up actions were required.
other Directors are available to discuss any concerns
It is not felt appropriate currently to employ the with shareholders if required and shareholders may
services of, or to incur the additional expense of, an communicate with the Company at any time by writing
external third party to conduct the evaluation process to the Board at the Company’s registered office or
as an appropriate process is in place; this will, however, contacting the Company’s broker.
be kept under review.
Relations with Shareholders By order of the Board
UEM welcomes the views of shareholders and ICM Investment Management Limited
places great importance on communication with Company Secretary
shareholders. All shareholders have the opportunity
14 June 2024
to attend and vote at the Company’s AGM. The Notice
of AGM sets out the business of the meeting and
each resolution is explained in the Directors’ Report.
In addition, the Investment Managers will review
the Company’s portfolio and performance at the
AGM, where the Directors and representatives of
the Investment Managers will be available to answer
shareholders’ questions.
The prime medium by which the Company
communicates with shareholders is through the
half-yearly and annual financial reports, which aim to
provide shareholders with a full understanding of the
Company’s activities and its results. This information
is supplemented by the calculation and publication,
via a Regulatory Information Service, of the NAV of
the Company’s shares and by monthly factsheets
produced by the Investment Managers.
Report and Accounts for the Year to 31 March 2024 | 55
## Directors’ Remuneration Report
Statement of Directors’ Remuneration Policy
the Chairman
The Board, on the recommendation of its Remuneration

| As Chairman of the | Committee, considers the level of the Directors' fees |
| --- | --- |
| Remuneration Committee, | at least annually. The Board determines the level of |
| I am pleased to present the | Directors’ fees within the limit currently set by the |
| Directors’ Remuneration Report | Company’s Articles, which limit the aggregate fees |
| to shareholders. The report | payable to the Board of Directors to a total of £250,000 |
| comprises a remuneration | per annum. |

policy, which is subject to a
The Board’s policy is to set Directors’ remuneration at
triennial binding shareholder
Mark Bridgeman
a level commensurate with the skills and experience
Chairman of the vote, or sooner if an alteration
necessary for the effective stewardship of the Company
Remuneration Committee
to the policy is proposed, and a
and the expected contribution of the Board as a whole
report on remuneration, which is
in continuing to achieve the investment objective. Time
subject to an annual advisory vote. An ordinary resolution
committed to the Company’s business and the specific
for the approval of this report will therefore be put to
responsibilities of the Chairman, Directors and the
shareholders at the Company’s forthcoming AGM.
chairman of the Audit & Risk Committee are taken into
The law requires the Company’s auditor to audit certain account. The policy aims to be fair and reasonable in
parts of the disclosures provided. Where disclosures relation to comparable investment companies.
have been audited, they are indicated as such. The
The fees are fixed and the monetary amount (net of
auditor’s opinion is included in their report starting on
tax) is used by the Directors to purchase shares in the
page 63.
Company quarterly in arrears. Directors are entitled to
The Remuneration Committee is responsible for be reimbursed for any reasonable expenses properly
reviewing and making recommendations to the Board in incurred by them in connection with the performance
respect of the fees of Directors. In line with the AIC Code, of their duties and attendance at Board and general
it reviews the ongoing appropriateness of the Company’s meetings and Committee meetings. Directors are not
remuneration policy and the individual remuneration of eligible for bonuses, pension benefits, share options,
Directors by reference to the activities of the Company long term incentive schemes or other benefits.
and in comparison with other companies of a similar
Directors are provided with a letter of appointment
structure and size. Any views expressed by shareholders
when they join the Board. There is no provision for
on the fees being paid to Directors will also be taken into
compensation upon early termination of appointment.
consideration. Following recommendations from the
The letters of appointment are available on request at
Remuneration Committee, the Board reviews the fees
the Company’s registered office during business hours.
payable to the Chairman and Directors annually. There
were no changes to the remuneration policy during the
Voting at Annual General Meeting
year.
A resolution to approve the Remuneration Report was
All the Directors invest the full amount of their fees (net of put to shareholders at the AGM of the Company held
tax) in the shares of the Company. The review in respect on 19 September 2023. Of the votes cast, 99.94% were
of the year ending 31 March 2025 has resulted in the in favour and 0.06% were against; this resolution will be
increases being applied to the annual fees as detailed in put to shareholders again this year. In accordance with
the table below. the Companies Act 2006, the Company is required to
seek shareholder approval for its remuneration policy
2025 2024*
on a triennial basis and a binding resolution was last put
Year ending 31 March £’000s £’000s
to shareholders at the AGM held on 20 September 2022.
Chairman 54.0 52.5
Of the votes cast, 99.94% were in favour and 0.06%
Chairman of the Audit & Risk
were against. A resolution to approve the remuneration
Committee 50.5 49.1
policy will be put to shareholders at the AGM in 2025.
Directors 40.0 38.9
*Actual
56 | Utilico Emerging Markets Trust plc
Directors’ Annual Report on Remuneration (Audited)
A single figure for the total remuneration of each Director who served during the year ended 31 March 2024 is set out
in the table below.

|  |  |  |  |  |  |  | 2023/24 |  |  |  |  |  |  |  |  |  |  | 2022/23 |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023/24 |  |  | 2023/24 |  | Taxable |  | 2023/24 |  |  |  | 2022/23 |  |  | 2022/23 |  | Taxable |  | 2022/23 |  |  |
|  |  | Shares |  | Entitlement |  |  | benefits |  |  | Total |  |  | Shares |  | Entitlement |  |  | benefits |  |  | Total |  |
|  |  |  | 1 |  |  | 2 |  | 3 |  |  |  |  |  | 1 |  |  | 2 |  | 3 |  |  |  |
| Director | purchased |  |  |  |  | £ |  | £ |  |  | £ | purchased |  |  |  |  | £ |  | £ |  |  | £ |

John Rennocks
(Chairman) 12,862 52,500 – 52,500 12,982 50,000 – 50,000
Mark Bridgeman 10,181 38,900 176 39,076 9,819 37,000 451 37,451
4
Susan Hansen 8,029 18,153 1,000 19,153 17,340 37,000 1,000 38,000
Isabel Liu 12,491 38,900 – 38,900 12,432 37,000 – 37,000
5
Anthony Muh – – – – 8,191 17,409 1,000 18,409
Eric Stobart 11,808 49,100 – 49,100 11,933 46,725 – 46,725
Totals 55,371 197,553 1,176 198,729 72,697 225,134 2,451 227,585
1 All the shares were purchased in the market, using the net fee entitlement after applicable tax deductions of each director, as set out in note 1(j) to
the accounts
2 The Directors’ entitlement to fees is calculated in arrears
3 Taxable benefits comprise amounts reimbursed for expenses incurred in carrying out business for the Company
4 Retired 19 September 2023
5 Retired 20 September 2022
6 There were no payments to third parties included in the fees referred to in the table above. There are no further fees to disclose as the Company
has no employees, chief executive or executive directors.
Relative Importance of Spend on Pay Annual Percentage Change in Directors’
Remuneration
The following table compares the remuneration
paid to the Directors with aggregate distributions to The following table sets out the annual percentage
shareholders relating to the year ended 31 March change in Directors’ remuneration compared to the
2024 and the prior year. Although this disclosure is previous year.
a statutory requirement, the Directors consider that
2024 2023 2022 2021
comparison of Directors’ remuneration with annual
Year ended Fees Fees Fees Fees
dividends and share buybacks does not provide a 31March % % % %
meaningful measure relative to the Company’s overall
John Rennocks 5.0 5.0 3.5 0.0
performance as an investment company with an
Mark Bridgeman 5.1 5.1 n/a n/a
objective of providing shareholders with long term
Susan Hansen 5.1 5.1 3.5 0.0
total return.
Isabel Liu 5.1 5.1 n/a n/a
2024 2023 Change
Eric Stobart 5.1 5.0 3.5 0.0
Year ended 31 March £’000s £’000s £’000s
Aggregate Directors’ 198 225 (27)
emoluments
Aggregate dividends 16,673 17,239 (566)
Aggregate share buybacks 25,397 27,159 (1,762)
Report and Accounts for the Year to 31 March 2024 | 57
### Directors’ Remuneration Report (continued)
Directors’ Beneficial Share Interests (Audited) Company Performance
The beneficial shareholdings of the Directors who Including the performance of UEM Limited, the graph
served during the year are set out below: below compares, for the ten years ended 31 March 2024,
the share price total return (assuming all dividends are
14 June 31 March 31 March
reinvested and adjusted for the exercise of warrants

| As at 31 March |  |  | 2024 | 2024 | 2023 |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | 1 |  |  |  |  | and subscription shares) to shareholders with the MSCI |
| John Rennocks |  | 169,808 166,537 208,227 |  |  |  |  |

EM total return Index. The MSCI EM total return Index
Mark Bridgeman 26,074 22,744 15,019
has been used as the Company invests across a broad
3
Susan Hansen n/a 166,429 162,150 spread of emerging markets.
2
Isabel Liu 35,721 35,721 20,348
4
Eric Stobart 73,000 69,750 60,000
1 Including 5,882 shares held by Mrs Rennocks
2 The shares are held by Ms Liu's husband, Mak Lo Chiu
3 As at 19 September 2023, the date Ms Hansen retired from the
Board
4 Including 5,500 shares held by Mrs Stobart
Total Return Comparative Performance
from 31 March 2014 to 31 March 2024
220
200
180
160
140
120
100
80
Mar 24Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16Mar 15Mar 14
UEM ordinary share price total return adjusted MSCI Emerging Markets total return Index (GBP adjusted)
for the exercise of subscription shares
Source: ICM and BloombergRebased to 100 as at 31 March 2014
On behalf of the Board
Mark Bridgeman
Chairman of the Remuneration Committee
14 June 2024
58 | Utilico Emerging Markets Trust plc
## Audit & Risk Committee Report
As Chairman of the Audit & Risk Responsibilities and Review of the External
Committee, I am pleased to Audit
present the Committee’s report
During the year the principal activities of the Audit &
to shareholders for the year
Risk Committee included:
ended 31 March 2024.
• considering and recommending to the Board for
Role and Responsibilities approval the contents of the half yearly and annual
financial statements and reviewing the external
UEM has established a
auditor’s report;
separately chaired Audit &
Risk Committee whose duties • management of the relationship with the external
Eric Stobart, FCA
include considering and auditor, including its appointment and the
Chairman of the Audit &
Risk Committee recommending to the Board evaluation of scope, execution, cost effectiveness,
for approval the contents of independence and objectivity;
the half yearly and annual financial statements and
• reviewing and approving the external auditors’
providing an opinion as to whether the annual report
plan for the financial year, with a focus on
and accounts, taken as a whole, are fair, balanced
the identification of areas of audit risk, and
and understandable and provide the information
consideration of the appropriateness of the level
necessary for shareholders to assess the Company’s
of audit materiality adopted;
performance, business model and strategy. The
Committee also reviews the external auditors’ • reviewing and recommending to the Board for
report on the annual financial statements and is approval the audit and non-audit fees payable
responsible for reviewing and forming an opinion to the external auditor and the terms of its
on the effectiveness of the external audit process engagement;
and audit quality. Other duties include reviewing the
• evaluation of reports received from the external
appropriateness of the Company’s accounting policies
auditor with respect to the annual financial
and ensuring the adequacy of the internal control
statements and its review of the half-yearly report;
systems and standards.
• reviewing the efficacy of the external audit process
The Audit & Risk Committee meets at least three times
and making a recommendation to the Board with
a year. Two of the planned meetings are held prior to
respect to the reappointment of the external
the Board meetings to approve the half yearly and
auditor;
annual results. Representatives of the Investment
Managers attend all meetings. • evaluation of the effectiveness of the internal
control and risk management systems including
Composition
reports received on the operational controls of the
During the year ended 31 March 2024, the Audit & Risk Company’s service providers and reports from the
Committee consisted of all the independent Directors Company’s depositary;
of the Company. It is considered that there is a range of
• reviewing the appropriateness of the Company’s
recent and relevant financial experience amongst the
accounting policies; and
members of the Audit & Risk Committee together with
• monitoring developments in accounting and
experience of the investment trust sector.
reporting requirements that impact on the
In light of the Chairman of the Board’s relevant
Company’s compliance with relevant statutory and
financial experience, his continued independence and
listing requirements.
his valued contributions in Committee meetings, the
Audit & Risk Committee considers it appropriate that
he is a member.
Report and Accounts for the Year to 31 March 2024 | 59
### Audit & Risk Committee Report (continued)
Auditor and Audit Tenure services from an accountancy firm other than the
auditor. Non-audit fees paid to KPMG amounted to £nil
KPMG LLP has been the auditor of the Company since
for the year ended 31 March 2024 (2023: £nil).
2018 and prior to that, auditor of UEM Limited since
2012. Listed companies are required to tender the The partner and manager of the audit team at
external audit at least every ten years and change KPMG presented their audit plan to the Audit & Risk
auditor at least every twenty years. The Company will Committee in advance of the financial year end. Items
be required to tender the external audit no later than of audit focus were discussed, agreed and given
for the year ending 31 March 2028. The audit partner particular attention during the audit process. KPMG
has rotated regularly. Ms Bano Sheikh was appointed reported to the Audit & Risk Committee on these
the lead audit partner this year and her predecessor, items, their independence and other matters. This
Mr John Waterson, acted as audit partner since 2020. report was considered by the Audit & Risk Committee
The Audit & Risk Committee has considered the and discussed with KPMG and the Investment
independence of the auditor and the objectivity of the Managers prior to approval of the annual financial
audit process and is satisfied that KPMG has fulfilled its report.
obligations to shareholders as independent auditor to
Members of the Audit & Risk Committee meet in
the Company.
camera with the external auditor at least annually.
It is the Company’s policy not to seek substantial non-
Accounting Matters and Significant Areas
audit services from its auditor, unless they relate to a
review of the half-yearly report as the Board considers For the year ended 31 March 2024 the accounting
the auditor is best placed to provide this work. If the matters that were subject to specific consideration by
provision of significant non-audit services were to the Audit & Risk Committee were as follows:
be considered, the Committee would procure such
Significant Area How Addressed
Value of the level 1 Actively traded level 1 investments are valued using stock exchange prices provided by third party
investments pricing vendors. The Audit & Risk Committee regularly reviews the portfolio. The Audit & Risk
Committee reviews the annual internal control reports produced by the Investment Managers
and Administrator which detail the systems, processes and controls around the daily pricing of
the securities.
Value of the level 3 Investments that are classified as level 3 are valued using a variety of techniques to determine a
investments fair value, as set out in note 1(c) to the accounts, and all such valuations are carefully reviewed by
the Audit & Risk Committee with the Investment Managers.
The Audit & Risk Committee receives detailed information on all level 3 investments and it
discusses and challenges the valuations with the Investment Managers. It considers market
comparables and discusses any proposed revaluations with the Investment Managers.
The Audit & Risk Committee reviewed the external audit plan at an early stage and concluded that the appropriate
areas of audit risk relevant to the Company had been identified and that suitable audit procedures had been
put in place to obtain reasonable assurance that the financial statements as a whole would be free of material
misstatements.
As a result, and following a thorough review process, the Audit & Risk Committee advised the Board it is
satisfied that, taken as a whole, the annual financial report for the year to 31 March 2024 is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s performance,
business model and strategy. In reaching this conclusion, the Audit & Risk Committee has assumed that the reader
of the report would have a reasonable level of knowledge of the investment company industry.
60 | Utilico Emerging Markets Trust plc
External Audit, Review of its Effectiveness and Internal Controls and Risk Management
Auditor Reappointment
UEM’s risk assessment procedures and the way in
The Audit & Risk Committee advises the Board on the which significant risks are managed is a key area of
appointment of the external auditor, its remuneration focus for the Audit & Risk Committee. Work here was
for audit and non-audit work and its cost effectiveness, driven by the Audit & Risk Committee’s assessment
independence and objectivity. of the risks arising in the Company’s operations and
identification of the controls exercised by the Board
As part of the review of the effectiveness of the audit
and its delegates, the Investment Managers, the
process, a formal evaluation process incorporating
Administrator and other service providers. These
views from the members of the Audit & Risk
are recorded in risk matrices produced by ICMIM,
Committee and relevant personnel at the Investment
as the Company’s AIFM with responsibility for risk
Managers is followed and feedback is provided to
management, which continue to serve as an effective
KPMG. Areas covered by this review include:
tool to highlight and monitor the principal risks, details
• the calibre of the audit firm, including reputation of which are provided in the Strategic Report on pages
and industry presence; 35 to 37. It also received and considered, together with
representatives of the Investment Managers, reports in
• the extent of quality controls including review
relation to the operational controls of the Investment
processes, second director oversight and annual
Managers, Administrator and Custodian. These reviews
reports from its regulator;
identified no issues of significance.
• the performance of the audit team, including
skills of individuals, specialist knowledge, partner Whistleblowing Policy
involvement, team member continuity and quality
The Committee has also reviewed and accepted the
and timeliness of audit planning and execution;
‘whistleblowing’ policy that has been put in place by
• audit communication including planning, relevant the Investment Managers under which their staff,
accounting and regulatory developments, in confidence, can raise concerns about possible
approach to significant accounting risks, improprieties in matters of financial reporting or other
communication of audit results and matters, in so far as they affect the Company.
recommendations on corporate reporting;
Internal Audit
• ethical standards including independence and
Due to the nature of the Company, being an externally
integrity of the audit team, lines of communication
managed investment company with no executive
to the Audit & Risk Committee and partner
employees, the Company does not have its own
rotation; and
internal audit function. The Committee and the Board
• reasonableness of the audit fees. have concluded that there is no current need for such
a function, based on the satisfactory operation of
For the year ended 31 March 2024, the Audit & Risk
controls within the Company’s service providers.
Committee is satisfied that the audit process was
effective.
Resolutions proposing the reappointment of KPMG as Eric Stobart
the Company’s auditor and authorising the Directors Chairman of the Audit & Risk Committee
to determine its remuneration will be put to the
14 June 2024
shareholders at the forthcoming AGM.
Report and Accounts for the Year to 31 March 2024 | 61
## Directors’ Statement of Responsibilities
### in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Under applicable law and regulations, the Directors
Report and financial statements in accordance with are also responsible for preparing a Strategic Report,
applicable United Kingdom law and regulations. Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement that complies with
Company law requires the Directors to prepare
that law and those regulations.
financial statements for each financial year. Under
that law, they are required to prepare the financial In accordance with Disclosure Guidance and
statements in accordance with UK adopted Transparency Rule 4.1.14R, the financial statements
International Accounting Standards and the Companies will form part of the annual financial report prepared
Act 2006. using the single electronic reporting format under
the TD ESEF Regulation. The auditor’s report on these
Under company law the Directors must not approve
financial statements provides no assurance over the
the financial statements unless they are satisfied that
ESEF format.
they give a true and fair view of the state of affairs of
the Company and of its profit or loss for that period. In The Directors are responsible for the maintenance and
preparing these financial statements, the Directors are integrity of the corporate and financial information
required to: included on the Company’s website, which is
maintained by the Company’s Investment Managers.
• select suitable accounting policies and then apply
Legislation in the UK governing the preparation and
them consistently;
dissemination of financial statements may differ from
• make judgements and estimates that are legislation in other jurisdictions.
reasonable, relevant and reliable;
Responsibility Statement of the Directors in
• state whether they have been prepared in
Respect of the Annual Financial Report
accordance with UK adopted International
We confirm that to the best of our knowledge:
Accounting Standards and of the Companies Act
2006; • the financial statements, prepared in accordance
with the applicable set of accounting standards,
• assess the Company’s ability to continue as a
give a true and fair view of the assets, liabilities,
going concern, disclosing, as applicable, matters
financial position and profit or loss of the
related to going concern; and
Company; and
• use the going concern basis of accounting unless
• the Strategic Report and Directors’ Report include
they either intend to liquidate the Company or to
a fair review of the development and performance
cease operations, or have no realistic alternative
of the business and the position of the Company,
but to do so.
together with a description of the principal risks
The Directors are responsible for keeping adequate
and uncertainties that it faces.
accounting records that are sufficient to show and
We consider the annual report and accounts, taken
explain the Company’s transactions and disclose with
as a whole, is fair, balanced and understandable and
reasonable accuracy at any time the financial position
provides the information necessary for shareholders
of the Company and enable them to ensure that the
to assess the Company’s position and performance,
financial statements comply with the Companies Act
business model and strategy.
2006. They are responsible for such internal controls
as they determine are necessary to enable the Approved by the Board on 14 June 2024 and signed on
preparation of financial statements that are free from its behalf by:
material misstatement, whether due to fraud or error,
and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets John Rennocks
of the Company and to prevent and detect fraud and Chairman
other irregularities.
62 | Utilico Emerging Markets Trust plc
## Independent
## auditor’s report
## to the members of Utilico Emerging Markets Trust plc
1. Our opinion is unmodified
Overview
We have audited the financial statements of Utilico
Materiality: £5.2m (2023:£5.5m)
Emerging Markets Trust plc (“the Company”) for the
financial
year ended 31 March 2024 which comprise the 1% (2023: 1%) of total assets
statements as a
Statement of Comprehensive Income, Statement of
whole
Changes in Equity, Statement of Financial Position,
Statement of Cash Flows and the related notes,
Key audit matters vs 2023
including the accounting policies in note 1.
In our opinion the financial statements: Recurring risks Valuation of certain ◄►
Level 3 Investments
— give a true and fair view of the state of Company’s
affairs as at 31 March 2024 and of its return for the
Carrying amount of non ◄►
year then ended;
– derivative Level 1
— have been properly prepared in accordance with UK- Investments
adopted international accounting standards; and
— have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities are described
below. We believe that the audit evidence we have
obtained is a sufficient and appropriate basis for our
opinion. Our audit opinion is consistent with our report
to the Audit and Risk Committee.
We were first appointed as auditor by the Directors on 7
February 2018. The period of total uninterrupted
engagement is for the six financial years ended 31
March 2024. We have fulfilled our ethical
responsibilities under, and we remain independent of
the Company in accordance with, UK ethical
requirements including the FRC Ethical Standard as
applied to listed public interest entities. No non-audit
services prohibited by that standard were provided.
Report and Accounts for the Year to 31 March 2024 | 63
The risk Our response
Valuation of certain level 3 Subjective Valuation We performed the detailed tests below rather than seeking to
investments rely on controls, because the nature of the balance is such that
4.4% (2023: 10.7%) of the Company’s
we would expect to obtain audit evidence primarily through
(Certain specific investments within the total assets (by value) is held in
the detailed procedures described below:
total of level 3 investments of £23.1 investments where no quoted market
2. Key audit matters: our assessment of risks of material misstatement million; 2023: £58.7million) price is available. Level 3 investments Our procedures included:
are measured at fair value, which is
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements — Methodology choice: In the context of observed industry
Refer to page 59 (Audit Committee established in accordance with the
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those best practice and the provisions of the International
Report), page 73 (accounting policy), International Private Equity and
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the Private Equity and Venture Capital Valuation Guidelines,
pages 78 to 80 and 87 to 90 (financial Venture Capital Valuation Guidelines
engagement team. We summarise below the key audit matters (unchanged from 2023), in decreasing order of audit significance, in we challenged the appropriateness of the valuation basis
disclosures). by using measurements of value such
arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest selected;
as prices of recent orderly
entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the
transactions, milestone analysis, — Our valuation experience: We challenged the investment
context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and
revenue multiples and valuing fund manager on key judgements affecting investee company
consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
interest by reference to their reported valuations, such as discount factors and the basket of peer
Net Asset Value. group multiples. We compared key underlying financial
and operational data inputs to external sources and
There is a significant risk over the
management information as applicable. We challenged
judgements and estimates inherent in
the assumptions around sustainability of revenue based
the valuation of certain unlisted
on the plans of the investee company and whether these
investments and therefore this is one
are achievable. We also obtained an understanding of
of the key areas that our audit has
existing and prospective investee company cash flows. For
focused on. The effect of this matter is
the valuation of the loan balance, we reviewed the
that, as part of our risk assessment, we
underlying agreements and assessed the recoverability of
determined that certain level 3
the loan. Our work included consideration of events which
investment valuations have a high
occurred subsequent to the year end up until the date of
degree of estimation uncertainty, with
the audit report.
a potential range of reasonable
outcomes greater than our materiality — Comparing valuations: Where a recent transaction has
for the financial statements as a whole. been used to value a holding, we obtained an
understanding of the circumstances surrounding the
The factors considered in assessing
transaction and vouched the price to supporting
which unlisted investments were
documentation. We also assessed whether subsequent
subject to significant risk included the
changes or events such as market or entity specific factors
quantum of the individual investment,
would imply a change in value;
performance of the investment,

| nature of the asset held as well as the | — Assessing transparency: We considered the |  |
| --- | --- | --- |
| estimation uncertainty of the |  | appropriateness, in accordance with relevant accounting |
| methodology and inputs used. |  | standards, of the disclosures in respect of certain Level 3 |

investments and the effect of changing one or more inputs
We assessed that the level of risk
to reasonably possible alternative valuation assumptions
associated with this matter has
decreased in the year as the quantum Our results:
of the balance has decreased from
— We found the Company’s valuation of certain Level 3
prior year.
investments to be acceptable (2023: acceptable).
The quantum of the investments
subject to the significant risk is
£10.08m out of a total unlisted
investment balance of £23.1m.
The financial statements note 26(d)
discloses the range/sensitivity
estimated by the Company.
64 | Utilico Emerging Markets Trust plc
2. Key audit matters: our assessment of risks of material misstatement (continued)
The risk Our response
Carrying amount of non-derivative Low risk, high value: We performed the detailed tests below rather than
Level 1 investments seeking to rely on controls, because the nature of
The Company’s portfolio of non-derivative
the balance is such that detailed testing is
(£487.6m; 2023: £483.1m) Level 1 investments makes up 92.2% (2023:
determined to be the most effective manner of
88.2%) of the Company’s total assets by
obtaining audit evidence.
Refer to page 59 (Audit Committee value and is considered to be one of the key
Report), page 73 (accounting policy), drivers of results. We do not consider these
Our procedures included:

| pages 78 to 80 and 90 (financial | investments to be at a high risk of significant |  |  |
| --- | --- | --- | --- |
| disclosures). | misstatement, or to be subject to a | — Tests of detail: Agreed the valuation of 100% of |  |
|  | significant level of judgement because they |  | non-derivative Level 1 investments in the |
|  | comprise liquid, quoted investments. |  | portfolio to externally quoted prices; and |

However, due to their materiality in the
— Enquiry of custodians: All investments in non-
context of the financial statements as a
derivative level 1 investments were agreed to
whole, they are considered to be one of the
independently received third party
areas which had the greatest effect on our
confirmations from investment custodians.
overall audit strategy and allocation of
resources in planning and completing our Our results
audit.
— We found the carrying amount of non-derivative
Level 1 investments to be acceptable (2023:
acceptable).
3. Our application of materiality and an overview of Total Assets Materiality
the scope of our audit £529.0m (2023: £547.5m) £5.2m (2023: £5.5m)
Materiality for the financial statements as a whole was
set at £5.2m (2023: £5.5m), determined with reference
to a benchmark of total assets, of which it represents 1% materiality (2023:
(2023: 1%).
In line with our audit methodology, our procedures on
individual account balances and disclosures were
performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the
risk that individually immaterial misstatements in
individual account balances add up to a material amount
across the financial statements as a whole. Performance
materiality was set at 75% (2023 : 75%) of materiality for
the financial statements as a whole, which equates to
£3.9m (2023 : £4.1m). We applied this percentage in our Total Assets Materiality
determination of performance materiality because we reported to the
did not identify any factors indicating an elevated level
of risk.
In addition, we applied materiality of £0.9m (2023:
£1.0m) and performance materiality of £0.7m (2023:
£0.8m) to investment and other income, for which we
believe misstatements of lesser amounts than
materiality for the financial statements as a whole could
reasonably be expected to influence the Company’s
members’ assessment of the financial performance of
the Company.
We agreed to report to the Audit and Risk Committee
any corrected or uncorrected identified misstatements
exceeding £0.26m (2023: £0.27m), or £0.05m in relation
to investment and other income (2023: £0.1m) in
£3.9m £0.26m £0.9m £5.2m
addition to other identified misstatements that
Whole financial Misstatements Investment and other income Whole financial
warranted reporting on qualitative grounds.
statements performance Audit and Risk committee (2023: materiality statements
materiality (2023: £4.1m) £0.27m) (2023: £1.0m) £5.5m) Our audit of the Company was undertaken to the
materiality and performance materiality levels specified
above and was performed by a single audit team.
The scope of the audit work performed was fully
substantive as we did not rely upon the Company’s
internal control over financial reporting.
Report and Accounts for the Year to 31 March 2024 | 65
4. Going concern 5. Fraud and breaches of laws and regulations – ability to detect
The directors have prepared the financial statements on the Identifying and responding to risks of material misstatement due to
going concern basis as they do not intend to liquidate the fraud
Company or to cease its operations, and as they have concluded
To identify risks of material misstatement due to fraud (“fraud risks”)
that the Company’s financial position means that this is realistic.
we assessed events or conditions that could indicate an incentive or
They have also concluded that there are no material
pressure to commit fraud or provide an opportunity to commit fraud.
uncertainties that could have cast significant doubt over its
Our risk assessment procedures included:
ability to continue as a going concern for at least a year from the
date of approval of the financial statements (“the going concern — Enquiring of Directors as to the Company’s high-level policies and
period”). procedures to prevent and detect fraud, as well as whether they
have knowledge of any actual, suspected or alleged fraud;
We used our knowledge of the Company, its industry, and the
general economic environment to identify the inherent risks to — Assessing the segregation of duties in place between the
its business model and analysed how those risks might affect the Directors, the Administrator and the Company’s Investment
Company’s financial resources or ability to continue operations Manager; and
over the going concern period. The risks that we considered most
— Reading Board and Audit and Risk Committee minutes.
likely to adversely affect the Company’s available financial
resources and its ability to operate over this period were:
We communicated identified fraud risks throughout the audit team
— The impact of a significant reduction in the valuation of and remained alert to any indications of fraud throughout the audit.
investments;
As required by auditing standards, we perform procedures to address
— The liquidity of the investment portfolio and its ability to
the risk of management override of controls, in particular to the risk
meet the liabilities of the Company as and when they fall due;
that management may be in a position to make inappropriate
accounting entries and the risk of bias in accounting estimates and
— The operational resilience of key service organisations.
judgements such as the valuation of level 3 investments. We evaluated
We considered whether these risks could plausibly affect the
the design and implementation of the relevant controls over journal
liquidity in the going concern period by assessing the degree of
entries and other adjustments and made inquiries of the Administrator
downside assumption that, individually and collectively, could
about inappropriate or unusual activity relating to the processing of
result in a liquidity issue, taking into account the Company’s
journal entries and other adjustments. Based on these procedures, we
liquid investment position (and the results of their stress testing).
selected journal entries for testing, which included material post-
We considered whether the going concern disclosure in note 1 closing journal entries.
and 25 of the financial statements gives a full and accurate
description of the Directors’ assessment of going concern, On this audit we have rebutted the fraud risk related to revenue
including the identified risks and related sensitivities. recognition because the revenue is non-judgemental and
straightforward, with limited opportunity for manipulation. We did not
identify any significant unusual transactions or additional fraud risks.
Our conclusions based on this work:
— we consider that the Directors’ use of the going concern basis Identifying and responding to risks of material misstatement due to
of accounting in the preparation of the financial statements is non-compliance with laws and regulations
appropriate;
We identified areas of laws and regulations that could reasonably be
— we have not identified, and concur with the Directors’
expected to have a material effect on the financial statements from our
assessment that there is not, a material uncertainty related
general commercial and sector experience and through discussion with
to events or conditions that, individually or collectively, may
the Directors, the Investment Manager and the Administrator (as
cast significant doubt on the Company's ability to continue as
required by auditing standards), and discussed with the Directors the
a going concern for the going concern period;
policies and procedures regarding compliance with laws and
— we have nothing material to add or draw attention to in regulations. As the Company is regulated, our assessment of risks
relation to the Directors’ statement in note 1 and note 25 to involved gaining an understanding of the control environment
the financial statements on the use of the going concern including the entity’s procedures for complying with regulatory
basis of accounting with no material uncertainties that may requirements.
cast significant doubt over the Company’s use of that basis
for the going concern period, and we found the going
We communicated identified laws and regulations throughout our
concern disclosure in note 1 and note 25 to be acceptable;
team and remained alert to any indications of non-compliance
and
throughout the audit .
— the related statement under the Listing Rules set out on page
45 is materially consistent with the financial statements and The potential effect of these laws and regulations on the financial
our audit knowledge. statements varies considerably.
However, as we cannot predict all future events or conditions
Firstly, the Company is subject to laws and regulations that directly
and as subsequent events may result in outcomes that are
affect the financial statements including financial reporting legislation
inconsistent with judgements that were reasonable at the time
(including related companies legislation), distributable profits
they were made, the above conclusions are not a guarantee that
legislation, and its qualification as an Investment Trust under UK
the Company will continue in operation.
taxation legislation, any breach of which could lead to the Company
losing various deductions and exemptions from UK corporation tax,
and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial
statement items.
66 | Utilico Emerging Markets Trust plc
5. Fraud and breaches of laws and regulations – ability to 6. We have nothing to report on the other information in the
detect (continued) Annual Report
The directors are responsible for the other information presented in
Identifying and responding to risks of material misstatement the Annual Report together with the financial statements. Our
due to non-compliance with laws and regulations (continued) opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or,
Secondly, the Company is subject to many other laws and except as explicitly stated below, any form of assurance conclusion
regulations where the consequences of non-compliance could thereon.
have a material effect on amounts or disclosures in the financial
Our responsibility is to read the other information and, in doing so,
statements, for instance through the imposition of fines or
consider whether, based on our financial statements audit work, the
litigation. We identified the following areas as those most likely
information therein is materially misstated or inconsistent with the
to have such an effect: money laundering, data protection,
financial statements or our audit knowledge. Based solely on that
bribery and corruption legislation and certain aspects of company
work we have not identified material misstatements in the other
legislation recognising the financial and regulated nature of the
information.
Company’s activities and its legal form. Auditing standards limit
Strategic report and directors’ report
the required audit procedures to identify non-compliance with
these laws and regulations to enquiry of the Directors and the Based solely on our work on the other information:
Administrator and inspection of regulatory and legal
— we have not identified material misstatements in the strategic
correspondence, if any. Therefore if a breach of operational
report and the directors’ report;
regulations is not disclosed to us or evident from relevant
— in our opinion the information given in those reports for the
correspondence, an audit will not detect that breach.
financial year is consistent with the financial statements; and
— in our opinion those reports have been prepared in accordance
Context of the ability of the audit to detect fraud or breaches with the Companies Act 2006.
of law or regulation
Directors’ remuneration report
Owing to the inherent limitations of an audit, there is an In our opinion the part of the Directors’ Remuneration Report to be
unavoidable risk that we may not have detected some material audited has been properly prepared in accordance with the
misstatements in the financial statements, even though we have Companies Act 2006.
properly planned and performed our audit in accordance with
Disclosures of emerging and principal risks and longer-term
auditing standards. For example, the further removed non-
viability
compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely We are required to perform procedures to identify whether there is a
the inherently limited procedures required by auditing standards material inconsistency between the directors’ disclosures in respect of
would identify it. emerging and principal risks and the viability statement, and the
financial statements and our audit knowledge.
In addition, as with any audit, there remained a higher risk of
Based on those procedures, we have nothing material to add or draw
non-detection of fraud, as these may involve collusion, forgery,
attention to in relation to:
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect — the directors’ confirmation within the Strategic Report on page 35
material misstatement. We are not responsible for preventing they have carried out a robust assessment of the emerging and
non-compliance or fraud and cannot be expected to detect non- principal risks facing the Company, including those that would
compliance with all laws and regulations. threaten its business model, future performance, solvency and
liquidity;
— the Principal Risks and Risk mitigation disclosures describing these
risks and how emerging risks are identified, and explaining how
they are being managed and mitigated; and
— the directors’ explanation in the viability statement of how they
have assessed the prospects of the Company, over what period
they have done so and why they considered that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Report and Accounts for the Year to 31 March 2024 | 67
6. We have nothing to report on the other information in the 8. Respective responsibilities
Annual Report (continued)
Directors’ responsibilities
We are also required to review the viability statement, set out on
page 37 and 38 under the Listing Rules. Based on the above As explained more fully in their statement set out on page 62, the
procedures, we have concluded that the above disclosures are directors are responsible for: the preparation of the financial
materially consistent with the financial statements and our audit statements including being satisfied that they give a true and fair
knowledge. view; such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material
Our work is limited to assessing these matters in the context of
misstatement, whether due to fraud or error; assessing the
only the knowledge acquired during our financial statements
Company’s ability to continue as a going concern, disclosing, as
audit. As we cannot predict all future events or conditions and as
applicable, matters related to going concern; and using the going
subsequent events may result in outcomes that are inconsistent
concern basis of accounting unless they either intend to liquidate the
with judgements that were reasonable at the time they were
Company or to cease operations, or have no realistic alternative but
made, the absence of anything to report on these statements is
to do so.
not a guarantee as to the Company’s longer-term viability.
Auditor’s responsibilities
Corporate governance disclosures
Our objectives are to obtain reasonable assurance about whether the
We are required to perform procedures to identify whether
financial statements as a whole are free from material misstatement,
there is a material inconsistency between the directors’
whether due to fraud or error, and to issue our opinion in an
corporate governance disclosures and the financial statements
auditor’s report. Reasonable assurance is a high level of assurance,
and our audit knowledge.
but does not guarantee that an audit conducted in accordance with
Based on those procedures, we have concluded that each of the ISAs (UK) will always detect a material misstatement when it exists.
following is materially consistent with the financial statements Misstatements can arise from fraud or error and are considered
and our audit knowledge: material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
— the directors’ statement that they consider that the annual
basis of the financial statements.
report and financial statements taken as a whole is fair,
balanced and understandable, and provides the information
A fuller description of our responsibilities is provided on the FRC’s
necessary for shareholders to assess the Company’s position
website at www.frc.org.uk/auditorsresponsibilities.
and performance, business model and strategy;
— the section of the annual report describing the work of the
The Company will be including these financial statements in an
Audit Committee, including the significant issues that the
annual financial report prepared using the single electronic reporting
audit committee considered in relation to the financial
format specified in the TD ESEF Regulation. This auditor’s report
statements, and how these issues were addressed; and
provides no assurance over whether the annual financial report has
— the section of the annual report that describes the review of been prepared in accordance with that format
the effectiveness of the Company’s risk management and
internal control systems.
We are required to review the part of the Corporate Governance 9. The purpose of our audit work and to whom we owe our
Statement relating to the Company’s compliance with the responsibilities
provisions of the UK Corporate Governance Code specified by the This report is made solely to the Company’s members, as a body,
Listing Rules for our review. We have nothing to report in this in accordance with Chapter 3 of Part 16 of the Companies Act
respect. 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
7. We have nothing to report on the other matters on which to state to them in an auditor’s report and for no other purpose.
we are required to report by exception To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and
Under the Companies Act 2006, we are required to report to you
the Company’s members, as a body, for our audit work, for this
if, in our opinion:
report, or for the opinions we have formed.
— 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 and the part of the Directors’
Remuneration Report to be audited are not in agreement Bano Sheikh (Senior Statutory Auditor)
with the accounting records and returns; or for and on behalf of KPMG LLP, Statutory Auditor
— certain disclosures of directors’ remuneration specified by Chartered Accountants
law are not made; or
15 Canada Square
— we have not received all the information and explanations
London
we require for our audit.
E14 5GL
We have nothing to report in these respects.
14 June 2024
68 | Utilico Emerging Markets Trust plc
## Statement of Comprehensive Income
for the year to 31 March 2024 for the year to 31 March 2023

|  |  | Revenue |  | Capital | Total | Revenue | Capital | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | return | return | return | return | return | return |
| Notes |  |  | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
| 10 | Gains/(losses) on investments – 46,836 46,836 – (8,389) (8,389) |  |  |  |  |  |  |  |
| 20 | Foreign exchange gains/(losses) – 610 610 – (515) (515) |  |  |  |  |  |  |  |
| 3 | Investment and other income 23,079 – 23,079 24,326 – 24,326 |  |  |  |  |  |  |  |

Total income/(loss) 23,079 47,446 70,525 24,326 (8,904) 15,422
4 Management and administration fees (1,445) (4,368) (5,813) (1,394) (4,336) (5,730)
5 Other expenses (1,911) – (1,911) (1,651) – (1,651)
Profit/(loss) before finance costs and taxation 19,723 43,078 62,801 21,281 (13,240) 8,041
6 Finance costs (318) (1,274) (1,592) (169) (674) (843)
Profit/(loss) before taxation 19,405 41,804 61,209 21,112 (13,914) 7,198
7 Taxation (1,958) (1,360) (3,318) (1,638) 212 (1,426)
Profit/(loss) for the year 17,447 40,444 57,891 19,474 (13,702) 5,772
8 Earnings per share (basic) – pence 8.83 20.48 29.31 9.40 (6.61) 2.79
All items in the above statement derive from continuing operations.
The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columns represent supplementary
information prepared under guidance issued by the Association of Investment Companies.
The Company does not have any income or expense that is not included in the profit for the year and therefore the profit for the year is also the total
comprehensive income for the year, as defined in International Accounting Standard 1 (revised).
All income is attributable to the equity holders of the Company.
The notes on pages 73 to 90 form part of these financial statements.
Report and Accounts for the Year to 31 March 2024 | 69
## Statement of Changes in Equity
for the year to 31 March 2024
Retained earnings

|  | Ordinary |  |  |  | Capital |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | share | Merger | redemption |  | Special | Capital | Revenue |  |  |
|  |  | capital | reserve |  | reserve | reserve | reserves |  | reserve | Total |
| Notes |  | £’000s | £’000s |  | £’000s | £’000s | £’000s |  | £’000s | £’000s |

Balance as at 31 March 2023 2,023 76,706 322 432,577 (13,841) 9,587 507,374

| 16, 18, |  | Shares purchased by the |
| --- | --- | --- |
|  | 19 | Company and cancelled (114) – 114 (25,397) – – (25,397) |
| 20,21 |  | Profit for the year – – – – 40,444 17,447 57,891 |
|  | 9 | Dividends paid in the year – – – – – (16,935) (16,935) |

Balance as at 31 March 2024 1,909 76,706 436 407,180 26,603 10,099 522,933
for the year to 31 March 2023
Retained earnings

|  | Ordinary |  |  |  | Capital |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | share | Merger | redemption |  | Special | Capital | Revenue |  |
|  |  | capital | reserve |  | reserve | reserve | reserves | reserve | Total |
| Notes | £’000s |  | £’000s |  | £’000s | £’000s | £’000s | £’000s | £’000s |

Balance as at 31 March 2022 2,148 76,706 197 459,736 (139) 7,268 545,916

| 16, 18, |  | Shares purchased by the |
| --- | --- | --- |
|  | 19 | Company and cancelled (125) – 125 (27,159) – – (27,159) |
| 20,21 |  | (Loss)/profit for the year – – – – (13,702) 19,474 5,772 |
|  | 9 | Dividends paid in the year – – – – – (17,155) (17,155) |

Balance as at 31 March 2023 2,023 76,706 322 432,577 (13,841) 9,587 507,374
The notes on pages 73 to 90 form part of these financial statements.
70 | Utilico Emerging Markets Trust plc
# Statement of Financial Position

|  Notes | as at 31 March | 2024 £'000s | 2023 £'000s  |
| --- | --- | --- | --- |
|   | **Non-current assets** |  |   |
|  10 | Investments | 517,195 | 545,657  |
|   | **Current assets** |  |   |
|  11 | Other receivables | 6,078 | 1,444  |
|   | Cash and cash equivalents | 5,751 | 456  |
|   |  | 11,829 | 1,900  |
|   | **Current liabilities** |  |   |
|  12 | Other payables | (4,573) | (3,461)  |
|  13 | Bank loans | – | (35,102)  |
|   |  | (4,573) | (38,563)  |
|   | **Net current assets/(liabilities)** | 7,256 | (36,663)  |
|   | **Total assets less current liabilities** | 524,451 | 508,994  |
|   | **Non-current liabilities** |  |   |
|  14 | Provision for capital gains tax | (1,518) | (1,620)  |
|   | **Net assets** | 522,933 | 507,374  |
|   | **Equity attributable to equity holders** |  |   |
|  16 | Ordinary share capital | 1,909 | 2,023  |
|  17 | Merger reserve | 76,706 | 76,706  |
|  18 | Capital redemption reserve | 436 | 322  |
|  19 | Special reserve | 407,180 | 432,577  |
|  20 | Capital reserves | 26,603 | (13,841)  |
|  21 | Revenue reserve | 10,099 | 9,587  |
|   | **Total attributable to equity holders** | 522,933 | 507,374  |
|  22 | **Net asset value per share** |  |   |
|   | **Basic – pence** | 274.01 | 250.91  |

The notes on pages 73 to 90 form part of these financial statements.

Approved by the Board on 14 June 2024 and signed on its behalf by

**John Rennocks**

Chairman

Utilico Emerging Markets Trust plc

Registered in England, No 11102129

Report and Accounts for the Year to 31 March 2024 | 71
# Statement of Cash Flows

|  Year to 31 March | 2024 £'000s | 2023 £'000s  |
| --- | --- | --- |
|  **Operating activities** |  |   |
|  Profit before taxation | 61,209 | 7,198  |
|  Deduct investment income – dividends | (21,100) | (22,671)  |
|  Deduct investment income – interest | (1,932) | (1,627)  |
|  Deduct bank interest received | (47) | (28)  |
|  Add back interest charged | 1,592 | 843  |
|  Add back (gains)/losses on investments | (46,836) | 8,389  |
|  Add back foreign exchange (gains)/losses | (610) | 515  |
|  Increase in other receivables | (30) | (31)  |
|  Decrease in other payables | (683) | (88)  |
|  **Net cash outflow from operating activities before dividends and interest** | **(8,437)** | **(7,500)**  |
|  Interest paid | (1,813) | (646)  |
|  Dividends received | 20,212 | 22,417  |
|  Investment income – interest | 1,125 | 475  |
|  Bank interest received | 47 | 28  |
|  Taxation paid | (3,431) | (1,691)  |
|  **Net cash inflow from operating activities** | **7,703** | **13,083**  |
|  **Investing activities** |  |   |
|  Purchase of investments | (75,544) | (106,821)  |
|  Sales of investments | 151,442 | 125,649  |
|  **Net cash inflow from investing activities** | **75,898** | **18,828**  |
|  **Financing activities** |  |   |
|  Repurchase of shares for cancellation | (25,397) | (27,159)  |
|  Dividends paid | (16,935) | (17,155)  |
|  Drawdown of bank loans | 19,821 | 35,385  |
|  Repayment of bank loans | (53,943) | (24,440)  |
|  **Net cash outflow from financing activities** | **(76,454)** | **(33,369)**  |
|  **Increase/(decrease) in cash and cash equivalents** | **7,147** | **(1,458)**  |
|  Cash and cash equivalents at the start of the year | (1,026) | 452  |
|  Effect of movement in foreign exchange | (370) | (20)  |
|  **Cash and cash equivalents as at the end of the year** | **5,751** | **(1,026)**  |
|  **Comprised of:** |  |   |
|  Cash | 5,751 | 456  |
|  Bank overdraft | – | (1,482)  |
|  **Total** | **5,751** | **(1,026)**  |

The notes on pages 73 to 90 form part of these financial statements.

72 | Utilico Emerging Markets Trust plc
## Notes to the Accounts
1. Accounting Policies
The Company is an investment company incorporated in the United Kingdom with a premium listing on the London Stock
Exchange.
(a) Basis of accounting
The accounts have been prepared on a going concern basis (see note 25) in accordance with UK adopted International Accounting
Standards, which comprise standards and interpretations approved by the IASB and International Accounting Standards and
Standing Interpretations Committee interpretations approved by the IASC that remain in effect and the Companies Act 2006.
The accounts have been prepared on a historical cost basis, except for the measurement at fair value of investments and
derivative financial instruments.
The Board has determined by having regard to the currency of the Company’s share capital and the predominant currency in
which its shareholders operate, that Sterling is the functional and reporting currency.
Where presentational recommendations set out in the Statement of Recommended Practice “Financial Statements of
Investment Trust Companies and Venture Capital Trusts” (“SORP”), issued in the UK by the AIC in July 2022, do not conflict with
the requirements of International Financial Reporting Standards ("IFRS"), the Directors have prepared the accounts on a basis
consistent with the recommendations of the SORP.
In accordance with the SORP, the Statement of Comprehensive Income has been analysed between a revenue return (dealing with
items of a revenue nature) and a capital return (relating to items of a capital nature). Revenue returns include, but are not limited
to, dividend income, operating expenses, finance costs and taxation (insofar as they are not allocated to capital, as described
in notes 1(h), 1(i), 1(k) and 1(l) below). Net revenue returns are allocated via the revenue return to the Revenue Reserve. Capital
returns include, but are not limited to, profits and losses on the disposal and the valuation of non-current investments, derivative
instruments and on cash and borrowings, operating costs and finance costs (insofar as they are not allocated to revenue as
described in notes 1(i) and 1(k) below). Net capital returns are allocated via the capital return to Capital Reserves.
Dividends on shares may be paid out of Special Reserve, Capital Reserves and Revenue Reserve.
A number of new standards and amendments to standards and interpretations, which have not been applied in preparing these
accounts, were in issue but not effective. None of these are expected to have a material effect on the accounts of the Company.
(b) Financial instruments
Financial Instruments include fixed asset investments, derivative assets and liabilities and long term debt instruments.
Accounting Standards recognise a hierarchy of fair value measurements for Financial Instruments which gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable
inputs (level 3). The classification of instruments depends on the lowest significant applicable input.
(c) Valuation of investments and derivative instruments
Investment purchases and sales are accounted for on the trade date, inclusive of transaction costs. Investments, including
both equity and loans, used for efficient portfolio management are classified as being at fair value through profit or loss. As the
Company’s business is investing in financial assets with a view to profiting from their total return in the form of dividends, interest
or increases in fair value, its investments (including those ordinarily classified as subsidiaries under IFRS 10 but exempted by that
financial reporting standard from requirement to be consolidated) are designated as being at fair value through profit or loss on
initial recognition. Derivatives comprising forward foreign exchange contracts, options and credit default swaps are accounted
for as a financial asset/liability at fair value through profit or loss. The Company manages and evaluates the performance of these
investments and derivatives on a fair value basis in accordance with its investment strategy and information about the Company
is provided internally on this basis to the Company’s Directors and key management personnel. Gains and losses on investments
and on derivatives are analysed within the Statement of Comprehensive Income as capital return. Quoted investments are shown
at fair value using market bid prices. The fair value of unquoted investments is determined by the Board in accordance with IFRS
and International Private Equity and Venture Capital Valuation Guidelines. In exercising its judgement over the value of these
investments, the Board uses valuation techniques which take into account, where appropriate, latest dealing prices, valuations
from reliable sources, net asset values, earnings multiples, recently orderly transactions in similar securities, time to expected
repayment and other relevant factors (see key valuation techniques on pages 88 and 89).
(d) Subsidiary undertakings
Subsidiary undertakings of the Company, which are held as part of the investment portfolio (see note 1(c) above), are accounted for
as investments at fair value through profit and loss.
Report and Accounts for the Year to 31 March 2024 | 73
(e) Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and short term deposits with an original
maturity of three months or less. Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the
cash flow statement only.
(f) Debt instruments
The Company’s debt instruments can include short term and long term bank borrowings and overdrafts, initially measured at fair
value and subsequently measured at amortised cost using the effective interest method. No debt instruments held during the year
required hierarchical classification.
(g) Foreign currency
Foreign currency assets and liabilities are expressed in Sterling at rates of exchange ruling at the Statement of Financial Position
date. Foreign currency transactions are translated at the rates of exchange ruling at the dates of those transactions. Exchange
profits and losses on currency balances are credited or charged to the Statement of Comprehensive Income and analysed as
capital or revenue as appropriate. Forward foreign exchange contracts are valued in accordance with quoted market rates.
(h) Investment and other income
Dividends receivable are shown gross of withholding tax and are analysed as revenue return within the Statement of
Comprehensive Income (except where, in the opinion of the Directors, their nature indicates they should be recognised as
capital return) on the ex-dividend date or, where no ex-dividend date is quoted, when the Company’s right to receive payment
is established. Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the
amount of the cash dividend foregone is allocated as revenue in the Statement of Comprehensive Income. Any excess in the value
of the shares received over the amount of the cash dividend foregone is allocated as capital in the Statement of Comprehensive
Income. Interest on debt securities is accrued on a time basis using the effective interest rate method. Bank and short term deposit
interest is recognised on an accruals basis.
(i) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the Statement of Comprehensive Income and
analysed under revenue return except as stated below:
– the management fees, company secretarial fees and research fees payable to ICM and ICMIM are allocated 80% to capital return
and 20% to revenue return.
– expenses incidental to the acquisition or disposal of Investments are allocated to capital return.
(j) Directors’ fees
Directors’ fees are charged quarterly through the revenue column of the Statement of Comprehensive Income. The net fee
entitlement after any applicable tax deductions of each Director is satisfied in shares of the Company, by either purchasing shares
in the market around each quarter end or, if the shares are trading at a premium to the net asset value, allotting new shares by
dividing the net fee entitlement by the net asset value on the date of allotment.
(k) Finance costs
Finance costs are accounted for using the effective interest method, recognised through the Statement of Comprehensive Income.
Finance costs are allocated 80% to capital return and 20% to revenue return.
(l) Taxation
Taxation currently payable is calculated using tax rules and rates in force at the year end, based on taxable profit for the year, which
differs from the net return before tax. Note 7(b) sets out those items which are not subject to UK Corporation Tax.
Deferred tax is provided on an undiscounted basis on all timing differences that have originated but not reversed by the Statement
of Financial Position date, based on the tax rates that have been enacted at the Statement of Financial Position date and that
are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets are only recognised
if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can
be deducted. In line with the recommendations of the SORP, the allocation method used to calculate the tax relief on expenses
charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged
through the revenue account, then no tax relief is transferred to the capital account.
74 | Utilico Emerging Markets Trust plc
### (m) Dividends payable

Dividends paid by the Company are accounted for in the period in which the Company is liable to pay them and are reflected in the Statement of Changes in Equity.

### (n) Capital reserves

Capital reserves are distributable reserves to the extent gains arising from investments held are from liquid holdings. The following items are accounted for through the Statement of Comprehensive Income as capital returns and transferred to capital reserves:

#### Capital reserve – arising on investments sold

- gains and losses on disposal of investments and derivative instruments
- exchange differences of a capital nature
- expenses allocated in accordance with notes 1(i) and 1(k)

#### Capital reserve – arising on investments held

- increases and decreases in the valuation of investments and derivative instruments held at the year end.

## 2. Significant accounting judgements, estimates and assumptions

The presentation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of plausible future events and other factors. Actual results may differ from these estimates.

The area requiring the most significant judgement and estimation in the preparation of the financial statements is the accounting for the value of unquoted investments.

The policy for valuation of unquoted securities is set out in note 1(c) to the accounts and further information on Board procedures is contained in the Audit & Risk Committee Report and note 26(d) to the accounts. The fair value of unquoted (level 3) investments, as disclosed in note 27 to the accounts, represented 4.5% of total investments as at 31 March 2024 (10.8% of total investments as at 31 March 2023).

## 3. Investment and other income

|  Year to 31 March | 2024 |   |   | 2023  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s  |
|  **Investment income**  |   |   |   |   |   |   |
|  Dividends* | 21,100 | – | 21,100 | 22,671 | – | 22,671  |
|  Interest | 1,932 | – | 1,932 | 1,627 | – | 1,627  |
|  Total investment income | 23,032 | – | 23,032 | 24,298 | – | 24,298  |
|  **Other income**  |   |   |   |   |   |   |
|  Bank interest | 47 | – | 47 | 28 | – | 28  |
|  Total income | 23,079 | – | 23,079 | 24,326 | – | 24,326  |

* Includes scrip dividends of £237,000 (2023: £346,000)

Report and Accounts for the Year to 31 March 2024 | 75
#### 4. Management and administration fees

|  Year to 31 March | 2024 |   |   | 2023  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s  |
|  Payable to: ICM/ICMIM |  |  |  |  |  |   |
|  – management, secretarial and research fees | 1,092 | 4,368 | 5,460 | 1,084 | 4,336 | 5,420  |
|  Administration fees | 353 | – | 353 | 310 | – | 310  |
|   | **1,445** | **4,368** | **5,813** | **1,394** | **4,336** | **5,730**  |

The Company has appointed ICMIM as its Alternative Investment Fund Manager and joint portfolio manager with ICM, for which they are entitled to a management fee. The aggregate fees payable by the Company are apportioned between the Investment Managers as agreed by them.

The relationship between ICMIM and ICM is compliant with the requirements of the UK version of the EU Alternative Investment Fund Managers Directive as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended and also such other requirements applicable to ICMIM by virtue of its regulation by the Financial Conduct Authority.

The annual management fee is a tiered structure as follows: 1.0% of NAV up to and including £500m; 0.9% of NAV exceeding £500m up to and including £750m; 0.85% of NAV exceeding £750m up to and including £1,000m; and 0.75% of NAV exceeding £1,000m, payable quarterly in arrears. The management fee is allocated 80% to capital return and 20% to revenue return. The investment management agreement may be terminated upon six months' notice.

ICMIM also provides company secretarial services to the Company, with the Company paying £70,000 (31 March 2023: £70,000) equivalent to 45% of the costs associated with this office and recharges research fees to the Company based on a budget of £0.3m per annum, paid quarterly in arrears. These charges are allocated 80% to capital return and 20% to revenue return.

JPMorgan Chase Bank N.A. – London Branch has been appointed Administrator and ICMIM has appointed Waverton to provide certain support services (including middle office, market dealing and information technology support services).

#### 5. Other Expenses

|  Year to 31 March | 2024 |   |   | 2023  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s  |
|  Auditor's remuneration: |  |  |  |  |  |   |
|  for audit services^{(1)} | 180 | – | 180 | 111 | – | 111  |
|  Broker and consultancy fees | 153 | – | 153 | 109 | – | 109  |
|  Custody fees | 608 | – | 608 | 549 | – | 549  |
|  Depository fees | 110 | – | 110 | 129 | – | 129  |
|  Directors' fees for services to the Company |  |  |  |  |  |   |
|  (see Directors' Remuneration Report on pages 56 to 58) | 198 | – | 198 | 225 | – | 225  |
|  Travel expenses | 232 | – | 232 | 215 | – | 215  |
|  Professional fees | 87 | – | 87 | 48 | – | 48  |
|  Sundry expenses | 343 | – | 343 | 265 | – | 265  |
|   | **1,911** | **–** | **1,911** | **1,651** | **–** | **1,651**  |

All expenses are stated gross of irrecoverable VAT, where applicable.

(1) Total auditor's remuneration for audit services, exclusive of VAT, amounted to £180,000, £147,000 for the year to 31 March 2024 and £33,000 for additional audit costs for the year to 31 March 2023 (2023: £110,000, £100,000 for the year to 31 March 2023 and £10,000 for additional audit costs for the year to 31 March 2022).

76 | Utilico Emerging Markets Trust plc
## 6. Finance Costs

|  Year to 31 March | 2024 |   |   | 2023  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s  |
|  On loans and bank overdrafts | 318 | 1,274 | 1,592 | 169 | 674 | 843  |

## 7. Taxation

### (a) Analysis of charge in the year :

|  Year to 31 March | 2024 |   |   | 2023  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s  |
|  UK corporation tax at 25.0% (2023: 19.0%) | – | – | – | – | – | –  |
|  Overseas tax suffered | 1,958 | – | 1,958 | 1,638 | – | 1,638  |
|  Capital gains tax | – | 1,462 | 1,462 | – | 58 | 58  |
|  Deferred tax (see note 14) | – | (102) | (102) | – | (270) | (270)  |
|  Total tax charge for the year | 1,958 | 1,360 | 3,318 | 1,638 | (212) | 1,426  |

The Company is liable to Indian capital gains tax and the deferred tax in the capital account is in respect of capital gains tax on Indian investment holding gains that will be taxed in future years on realisations of the investments.

### (b) Factors affecting current tax charge for the year

The tax assessed for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows:

|  Year to 31 March | 2024 |   |   | 2023  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s  |
|  Net profit/(loss) before taxation | 19,405 | 41,804 | 61,209 | 21,112 | (13,914) | 7,198  |
|  Corporation tax at 25.0% (2023: 19.0%) | 4,851 | 10,451 | 15,302 | 4,011 | (2,644) | 1,367  |
|  **Effects of:** |  |  |  |  |  |   |
|  Non taxable dividend income | (4,561) | – | (4,561) | (3,607) | – | (3,607)  |
|  Non taxable capital returns | – | (11,862) | (11,862) | – | 1,692 | 1,692  |
|  Overseas tax suffered | 1,958 | – | 1,958 | 1,638 | – | 1,638  |
|  Double taxation relief | (290) | 222 | (68) | (265) | 187 | (78)  |
|  Movement in tax losses that no deferred tax asset is recognised on | – | 1,189 | 1,189 | (139) | 765 | 626  |
|  Capital gains tax | – | 1,360 | 1,360 | – | (212) | (212)  |
|  **Total tax charge for the year** | **1,958** | **1,360** | **3,318** | **1,638** | **(212)** | **1,426**  |

As at 31 March 2024, the Company had net surplus management expenses of £28,087,000 (2023: £23,253,000) and a non-trade loan relationship deficit of £299,000 (2023: £299,000), giving total unutilised tax losses of £28,386,000 (2022: £23,552,000). A deferred tax asset has not been recognised in respect of these tax losses because the Company is not expected to generate taxable income in the future in excess of the deductible expenses of those future periods and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of the existing management expenses and non-trade loan relationship deficit. The Company has an unrecognised deferred tax asset of £7.1m as at 31 March 2024 (2023: £5.9m) based on the corporation tax rate of 25% which took effect from 1 April 2023.

Report and Accounts for the Year to 31 March 2024 | 77
8. Earnings Per Share

|  | 2024 |  | 2023 |
| --- | --- | --- | --- |
| Year to 31 March | £’000s |  | £’000s |
| Revenue return | 17,447 | 19,474 |  |
| Capital return | 40,444 | (13,702) |  |

Total return 57,891 5,772
Number Number
Weighted average number of shares in issue during the year 197,484,731 207,220,648
Pence Pence
Revenue return per share 8.83 9.40
Capital return per share 20.48 (6.61)
Total profit per share 29.31 2.79
9. Dividends
2024 2023
Year to 31 March Record date Payment date £’000s £’000s
2022 Fourth quarterly dividend of 2.00p per share 06-Jun-22 24-Jun-22 – 4,250
2023 First quarterly dividend of 2.00p per share 02-Sep-22 23-Sep-22 – 4,164
2023 Second quarterly dividend of 2.15p per share 02-Dec-22 16-Dec-22 – 4,384
2023 Third quarterly dividend of 2.15p per share 03-Mar-23 24-Mar-23 – 4,357
2023 Fourth quarterly dividend of 2.15p per share 02-Jun-23 23-Jun-23 4,334 –
2024 First quarterly dividend of 2.15p per share 01-Sep-23 22-Sep-23 4,280 –
2024 Second quarterly dividend of 2.15p per share 01-Dec-23 15-Dec-23 4,206 –
2024 Third quarterly dividend of 2.15p per share 08-Mar-24 28-Mar-24 4,115 –
16,935 17,155
The Directors have declared a fourth quarterly dividend in respect of the year ended 31 March 2024 of 2.15p per share payable
on 28 June 2024 to shareholders on the register at close of business on 7 June 2024. The total cost of the dividend, which has not
been accrued in the results for the year to 31 March 2024, is £4,072,000 based on 189,405,062 shares in issue at the record date,
see note 16 for changes in share capital.
10. Investments
2024 2023
Year to 31 March £’000s £’000s
Cost of investments brought forward 491,177 523,644
Net unrealised profits brought forward 54,480 48,042
Valuation brought forward 545,657 571,686
Purchases at cost 80,163 108,938
Sales proceeds (155,498) (126,638)
Gains/(losses) on investments 46,873 (8,329)
Valuation as at 31 March 517,195 545,657
Analysed as at 31 March
Cost of investments 425,879 491,177
Net unrealised gains on investments 91,316 54,480
Valuation 517,195 545,657
The Company received £155,498,000 (2023: £126,638,000) from investments sold in the year. The book cost of these investments
when they were purchased was £145,461,000 (2023: £141,405,000). 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.
78 | Utilico Emerging Markets Trust plc
Year to 31 March 2024 2023
Gains/(losses) on investments £'000 £'000
Net gain/(loss) on investments sold 10,037 (14,767)
Other capital charges (37) (60)
Movement in unrealised gains 36,836 6,438
Total gains/(losses) on investments 46,836 (8,389)
Subsidiary undertakings
Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following is a
subsidiary of the Company as at 31 March 2024 and as at 31 March 2023.

|  |  | Holding | 2024 | 2023 |
| --- | --- | --- | --- | --- |
| Country of |  | and | Fair | Fair |
| registration and | Number and class of | voting | value | value |
| incorporation | shares held | rights | £’000s | £’000s |

UEM (HK) Limited Hong Kong 1,000 ordinary shares 100 – 1,498
Incorporated on 26 January 2017 and commenced trading on 18 July 2017 to carry on business as an investment company (see
note 24 for related party transactions).
UEM Mauritius Holdings Limited, a Bermuda registered company was a subsidiary of UEM as at 31 March 2023. UEM held a
loan with UEM Mauritius Holdings Limited, the parent company of Utilico Emerging Markets (Mauritius), and under the terms of
the loan agreement, provided that UEM retained effective control of the company since it could only appoint directors with the
approval of UEM. The fair value of the loan at 31 March 2023 was £nil and was cancelled in the year to 31 March 2024. Utilico
Emerging Markets (Mauritius) was dissolved on 8 November 2023 and UEM Mauritius Holdings Limited was dissolved on
14 December 2023.
The subsidiary undertakings carried on business as investment companies and are considered to be investment entities. They
are held as part of the investment portfolio, and are accounted for as investments at fair value through profit and loss.
Associated undertakings
Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following associated
undertakings as at 31 March 2024 are held as part of the investment portfolio and consequently are accounted for as
investments at fair value through profit and loss (2023: East Balkan Properties plc, Petalite Limited and Pitch Hero Holdings
Limited):
EBP Holdings East Balkan Pitch Hero
Limited Properties plc Petalite Limited Holdings Limited
Country of incorporation Isle of Man Isle of Man United Kingdom United Kingdom
Country of listing Unlisted Unlisted Unlisted Unlisted
Country of operations Bulgaria & Romania Bulgaria & Romania United Kingdom United Kingdom
Number of ordinary shares held 731 155 10,725 62,874
Percentage of ordinary shares held 25.3% 25.3% 28.5% 36.7%
Transactions with associated undertaking were as follows:
EBP Holdings Limited ("EBP") and East Balkan Properties plc ("East Balkan")
During the year East Balkan restructured its business to simplify its capital structure such that shareholders received an in-specie
capital distribution of the shares into its wholly owned subsidiary, EBP. This effected a transfer of value from East Balkan to EBP
with no change in the economic interest of UEM, with EBP replacing East Balkan as the ultimate parent company. Following the
distribution, East Balkan will be dissolved.
Petalite Limited (“Petalite”)
Pursuant to a loan agreement dated 24 October 2023 under which UEM has agreed to loan £2,500,000 to Petalite, UEM advanced
to Petalite £1,500,000. As at 31 March 2024, the balance of the loan and interest outstanding was £1,547,000. The loan bears
Report and Accounts for the Year to 31 March 2024 | 79
interest at an annual rate of 10.0% for the first 6 months, 12.0% for the following 3 months and 14.0% thereafter. The loan is
repayable on 15 July 2024. As part of the loan agreement, UEM received 2 year warrants to subscribe for £2.5m at a valuation to
be determined by a capital raise planned to be effected in 2024 (“Series A raise”). At the year end the Company held 10,725 equity
shares (31 March 2023: 10,725 equity shares) and held 31.2% (31 March 2023: 29.4%) of the undiluted shareholding of Petalite.
Factoring in dilutive options the Company's stake in Petalite is 28.5% (31 March 2023: 28.6%).
Pitch Hero Holdings Limited (“Pitch Hero”)
Pursuant to a loan agreement dated 1 March 2021 under which UEM has agreed to loan monies to Pitch Hero, UEM advanced
to Pitch Hero a loan of £150,000. As at 31 March 2024, the balance of the loan and interest outstanding was £657,000 (31 March
2023: £470,000). The loan bears interest at an annual rate of 10.0%, having increased from 5.0% on 24 August 2023. The first
repayment is due on 25 August 2024, with a final repayment date of 25 August 2027.
Significant interests
In addition to the above, the Company has a holding of 3% or more of any class of share capital of the following undertakings,
which are material in the context of the accounts:

|  |  |  | 2024 |  | 2023 |
| --- | --- | --- | --- | --- | --- |
|  |  | % of class of |  | % of class of |  |
| Country of | Class of | instruments |  | instruments |  |
| registration and incorporation | shares held |  | held |  | held |

Korean Internet Neutral Exchange Inc. South Korea Ordinary shares 5.3 5.6
Orizon Valorizacao De Residuos S.A. Brazil Ordinary shares 4.0 3.9
Umeme Limited Uganda Ordinary shares 8.3 8.4
11. Other receivables
2024 2023
£’000s £’000s
Accrued income 1,373 796
Sales for future settlement 4,563 548
Overseas tax recoverable 36 24
Other debtors 106 76
6,078 1,444
12. Other payables
2024 2023
£’000s £’000s
Bank overdraft – 1,482
Interest payable – 221
Other creditors and accruals 1,071 1,758
Purchases awaiting settlement 3,502 –
4,573 3,461
80 | Utilico Emerging Markets Trust plc
### 13. Bank loans

|   | 2024 £'000s | 2023 £'000s  |
| --- | --- | --- |
|  EUR 12.0m repaid March 2024 | – | 10,544  |
|  GBP 10.0m repaid March 2024 | – | 10,000  |
|  USD 18.0m repaid August 2023 | – | 14,558  |
|   | – | 35,102  |

The Company had an unsecured committed senior multicurrency revolving facility of £50,000,000 with the Bank of Nova Scotia, London Branch that expired on 15 March 2024. Commitment fees were charged on any undrawn amounts at commercial rates. The terms of the loan facility, including those related to accelerated repayment and costs of repayment, were typical of those normally found in facilities of this nature.

### 14. Provision for capital gains tax

|   | 2024 £'000s | 2023 £'000s  |
| --- | --- | --- |
|  Balance brought forward | 1,620 | 1,890  |
|  Decrease in provision for Indian tax on capital gains | (102) | (270)  |
|  **Balance as at 31 March** | **1,518** | **1,620**  |

Provision is made for deferred tax in respect of capital gains tax on chargeable investment holding gains in India.

### 15. Operating segments

The Directors are of the opinion that the Company is engaged in a single segment of business of investing in equity and debt securities, issued by companies operating and generating revenue in emerging markets and therefore no segmental reporting is provided.

### 16. Ordinary share capital

|   | Number | 2024 £'000s | Number | 2023 £'000s  |
| --- | --- | --- | --- | --- |
|  **Issued, called up and fully paid**  |   |   |   |   |
|  **Ordinary shares of 1p each**  |   |   |   |   |
|  Balance brought forward | 202,212,256 | 2,023 | 214,744,067 | 2,148  |
|  Purchased for cancellation by the Company | (11,369,753) | (114) | (12,531,811) | (125)  |
|  **Balance as at 31 March** | **190,842,503** | **1,909** | **202,212,256** | **2,023**  |

During the year the Company bought back for cancellation 11,369,753 (2023: 12,531,811) ordinary shares at a total cost of £25,397,000 (2023: £27,159,000). A further 1,567,469 ordinary shares have been purchased for cancellation at a total cost of £3,572,000 since the year end.

### 17. Merger reserve

|   | 2024 £'000s | 2023 £'000s  |
| --- | --- | --- |
|  **Balance brought forward and carried forward** | **76,706** | **76,706**  |

The surplus of the net assets of UEM Limited received from the issue of new ordinary shares over the nominal value of such shares was credited to this account which is non-distributable. The nominal value of the shares issued is recognised in called up share capital.

Report and Accounts for the Year to 31 March 2024 | 81
18. Capital redemption reserve
2024 2023
£’000s £’000s
Balance brought forward 322 197
Purchased for cancellation by the Company (see note 16) 114 125
Balance as at 31 March 436 322
The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled. This is non-
distributable.
19. Special reserve
2024 2023
£’000s £’000s
Balance brought forward 432,577 459,736
Purchased for cancellation by the Company (see note 16) (25,397) (27,159)
Balance as at 31 March 407,180 432,577
The special reserve arose from the High Court of England and Wales approving the Company's application in May 2018 to part
cancel the merger reserve and a special reserve created. This is a distributable reserve and can be used to pay dividends and buy
back shares.
20. Capital reserves
2024 2023

|  | Investment |  |  |  | Investment |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | holding |  |  |  | holding |  |
| Realised |  | gains | Total | Realised |  | gains | Total |
| £’000s |  | £’000s | £’000s | £’000s |  | £’000s | £’000s |

Realised gains/(losses) on
investments 10,037 – 10,037 (14,767) – (14,767)
Unrealised gains on
investments – 36,836 36,836 – 6,438 6,438
Foreign exchange gains/(losses) 610 – 610 (515) – (515)
Finance costs charged to capital (1,274) – (1,274) (674) – (674)
Expenses charged to capital (4,368) – (4,368) (4,336) – (4,336)
Capital gains tax (1,360) – (1,360) 212 – 212
Other capital charges (37) – (37) (60) – (60)
3,608 36,836 40,444 (20,140) 6,438 (13,702)
Balance brought forward (68,321) 54,480 (13,841) (48,181) 48,042 (139)
Balance as at 31 March (64,713) 91,316 26,603 (68,321) 54,480 (13,841)
Included within the capital reserve movement for the year is £nil (2023: £1,303,000) of dividend receipts recognised as capital
in nature, £152,000 (2023: £189,000) of transaction costs on purchases of investments and £297,000 (2023: £251,000) of
transaction costs on sales of investments.
82 | Utilico Emerging Markets Trust plc
21. Revenue reserve
2024 2023
£’000s £’000s
Balance brought forward 9,587 7,268
Revenue profit for the year 17,447 19,474
Dividend paid in the year (16,935) (17,155)
Balance as at 31 March 10,099 9,587
The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed
to shareholders as a dividend
22. Net asset value per share
The net asset value per share is based on the net assets attributable to the equity shareholders of £522,933,000 (2023:
£507,374,000) and on 190,842,503 (2023: 202,212,256) shares, being the number of shares in issue at the year end.
23. Reconciliation of liabilities arising from financing activities

|  | Balance as at |  |  |  |  |  |  |  | Foreign |  | Balance as at |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 31 March |  | Transactions |  |  |  | Net | exchange |  |  | 31 March |  |
|  |  |  | 2023 | in the year |  | cashflow |  |  |  | loss |  |  | 2024 |
| 2024 |  |  | £’000s |  | £’000s |  | £’000s |  | £’000s |  |  |  | £’000s |

Bank loans 35,102 – (34,122) (980) –
Repurchase of shares for cancellation – 25,397 (25,397) – –
Dividends paid – 16,935 (16,935) – –
35,102 42,332 (76,454) (980) –

|  | Balance as at |  |  |  |  |  |  | Foreign |  | Balance as at |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 31 March |  | Transactions in |  |  | Net | exchange |  |  | 31 March |  |
|  |  |  | 2022 |  | the year | cashflow |  |  | loss |  |  | 2023 |
| 2023 |  |  | £’000s |  | £’000s | £’000s |  | £’000s |  |  |  | £’000s |

Bank loans 23,662 – 10,945 495 35,102
Repurchase of shares for cancellation – 27,159 (27,159) – –
Dividends paid – 17,155 (17,155) – –
23,662 44,314 (33,369) 495 35,102
24. Related party transactions
The following are considered related parties of the Company: the subsidiary undertakings and the associated undertakings of the
Company set out under note 10, the Board of UEM, ICM and ICMIM (the Company’s joint portfolio managers), Mr Saville, Mr Jillings (a key
management person of ICMIM) and UIL Limited.
The following transactions were carried out during the year to 31 March 2024 between the Company and its related parties above:
As at 31 March 2023 the fair value of the loan held with UEM (HK) Limited was £10,118,000 and loan interest accrued was £71,000. In the
year, UEM (HK) Limited repaid £290,000 of interest and £4,692,000 of capital and £492,000 loan interest was capitalised and added to the
balance of the loan. As at 31 March 2024 the fair value of the loan held with UEM (HK) Limited was £4,711,000 and loan interest accrued
was £43,000.
UEM paid £11,000 fees on behalf of UEM Mauritius Holdings Limited to finalise the liquidation of UEM Mauritius Holdings Limited.
There were no transactions between the associated undertakings and the Company other than transactions in the ordinary course of
UEM’s business and these are set out in note 10. As detailed in the Directors’ Remuneration Report on pages 56 to 58, the Board received
aggregate remuneration of £198,000 (31 March 2023: £225,000) included within “other expenses” for services as Directors. As at the year
end, £nil (31 March 2023: £nil) remained outstanding to the Directors. In addition to their fees, the Directors received dividends totalling
£33,000 (31 March 2023: £44,000) during the year under review in respect of their shareholdings in the Company. There were no further
transactions with the Board during the year.
Report and Accounts for the Year to 31 March 2024 | 83
There were no transactions with ICM or ICMIM other than investment management, secretarial costs, research fees as set out in note 4 and reimbursed expenses included within Other Expenses of £140,000 (31 March 2023: £134,000). As at the period end £376,000 (31 March 2023: £1,330,000) remained outstanding in respect of management, company secretarial and research fees.

Mr Jillings received dividends totalling £40,000 (31 March 2023: £38,000) and UIL Limited received dividends totalling £1,310,000 (31 March 2023: £2,051,000). There were no transactions with Mr Saville in the year.

## 25. Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The Board's going concern assessment has focused on the forecast liquidity of the Company for at least twelve months from the date of approval of the financial statements. This analysis assumes that the Company would, if necessary, be able to meet its short term obligations through the sale of listed securities, which represented 95.5% of the Company's total portfolio as at 31 March 2024. As part of this assessment the Board has considered a severe but plausible downside that reflects the impact of the Company's key risks and an assessment of the Company's ability to meet its liabilities as they fall due assuming a significant reduction in asset values and accompanying currency volatility.

The Directors believe that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements.

## 26. Financial risk management

The Company's investment policy is to provide long term total return by investing predominantly in the infrastructure, utility and related sectors, mainly in emerging markets. The Company seeks to meet its investment policy by investing principally in a diversified portfolio of both listed and unlisted companies. Derivative instruments may be used for purposes of hedging the underlying portfolio of investments. The Company has the power to take out both short and long term borrowings. In pursuing the investment policy, the Company is exposed to financial risks which could result in a reduction of either or both of the value of the net assets and the profits available for distribution by way of dividend. These financial risks are principally related to the market (currency movements, interest rate changes and security price movements), liquidity and credit and counterparty risk. The Board of Directors, together with the Investment Managers, is responsible for the Company's risk management. The Directors' policies and processes for managing the financial risks are set out in (a), (b) and (c) below. The accounting policies which govern the reported Statement of Financial Position carrying values of the underlying financial assets and liabilities, as well as the related income and expenditure, are set out in note 1 to the accounts. The policies are in compliance with IFRS in conformity with the requirements of Companies Act 2006 and best practice and include the valuation of financial assets and liabilities at fair value. The Company does not make use of hedge accounting rules.

### (a) Market risks

The fair value of equity and other financial securities held in the Company's portfolio and derivative financial instruments fluctuates with changes in market prices. Prices are themselves affected by movements in currencies and interest rates and by other financial issues, including the market perception of future risks. The Board sets policies for managing these risks within the Company's investment policy and meets regularly to review full, timely and relevant information on investment performance and financial results. ICMIM assesses exposure to market risks when making each investment decision and monitors on-going market risk within the portfolio of investments and derivatives. The Company's other assets and liabilities may be denominated in currencies other than Sterling and may also be exposed to interest rate risks. ICMIM and the Board regularly monitor these risks. The Company does not normally hold significant cash balances. Borrowings are limited to amounts and currencies commensurate with the portfolio's exposure to those currencies, thereby limiting the Company's exposure to future changes in exchange rates. Gearing may be short or long term, in Sterling and foreign currencies, and enables the Company to take a long term view of the countries and markets in which it is invested without having to be concerned about short term volatility. The Board regularly monitors the effects on net revenue of interest earned on deposits and paid on gearing.

### Currency exposure

The principal currencies to which the Company was exposed during the year are set out below (2023: Brazilian Real, Hong Kong Dollar, Indian Rupee, Mexican Peso, Philippine Peso and United States Dollar). The exchange rates applying against Sterling as at 31 March, and the average rates during the year, were as follows:

84 | Utilico Emerging Markets Trust plc
|   | 2024 | Average | 2023  |
| --- | --- | --- | --- |
|  BRL Brazilian Real | 6.3233 | 6.2022 | 6.2691  |
|  EUR Euro | 1.1697 | 1.1586 | 1.1381  |
|  HKD Hong Kong Dollar | 9.8868 | 9.8349 | 9.7061  |
|  INR Indian Rupee | 105.3582 | 104.0566 | 101.6145  |
|  PHP Philippine Peso | 71.0136 | 70.2503 | 67.2196  |
|  USD United States Dollar | 1.2633 | 1.2569 | 1.2364  |

The Company's assets and liabilities as at 31 March (shown at fair value, except derivatives at gross exposure value), by currency based on the country of primary exposure, are shown below:

|  2024 | BRL £'000s | EUR £'000s | HKD £'000s | INR £'000s | PHP £'000s | USD £'000s | Other £'000s | Total £'000s  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  Current assets | 2,110 | – | 232 | – | 2,320 | 8,292 | 875 | 13,829  |
|  Creditors | (1,693) | – | – | – | (1,970) | (2,146) | – | (5,809)  |
|  Foreign currency exposure on net monetary items | 417 | – | 232 | – | 350 | 6,146 | 875 | 8,020  |
|  Investments | 126,075 | 37,174 | 42,140 | 38,023 | 35,267 | 23,682 | 169,292 | 471,653  |
|  **Total net foreign currency exposure** | **126,492** | **37,174** | **42,372** | **38,023** | **35,617** | **29,828** | **170,167** | **479,673**  |
|  **Percentage of net exposures (%)** | **26.4** | **7.8** | **8.8** | **7.9** | **7.4** | **6.2** | **35.5** | **100.0**  |

|  2023 | BRL £'000s | HKD £'000s | INR £'000s | MXN £'000s | PHP £'000s | USD £'000s | Other £'000s | Total £'000s  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  Current assets | 141 | – | 165 | – | 21 | (1,060) | 405 | (328)  |
|  Creditors | – | – | (1,621) | – | – | (91) | (35,168) | (36,880)  |
|  Foreign currency exposure on net monetary items | 141 | – | (1,456) | – | 21 | (1,151) | (34,763) | (37,208)  |
|  Investments | 109,417 | 59,737 | 56,669 | 29,267 | 26,584 | 35,623 | 169,234 | 486,531  |
|  **Total net foreign currency exposure** | **109,558** | **59,737** | **55,213** | **29,267** | **26,605** | **34,472** | **134,471** | **449,323**  |
|  **Percentage of net exposures (%)** | **24.4** | **13.3** | **12.3** | **6.5** | **5.9** | **7.7** | **29.9** | **100**  |

Based on the financial assets and liabilities held, and exchange rates applying, at the Statement of Financial Position date, a weakening or strengthening of Sterling against each of these currencies by 10% would have had the following approximate effect on annualised income after tax and on NAV per share:

|  Weakening of Sterling | 2024  |   |   |   |   |   |   |   |   |   |   |   |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|   |  BRL £'000s | EUR £'000s | HKD £'000s | INR £'000s | PHP £'000s | USD £'000s | BRL £'000s | HKD £'000s | INR £'000s | MXN £'000s | PHP £'000s | USD £'000s  |
|  Statement of Comprehensive Income return after tax  |   |   |   |   |   |   |   |   |   |   |   |   |
|  Revenue return | 443 | – | 199 | 403 | 168 | 5 | 518 | 252 | 432 | 116 | 139 | –  |
|  Capital return | 14,009 | 4,131 | 4,683 | 4,236 | 3,926 | 2,631 | 12,157 | 6,637 | 6,297 | 3,252 | 2,954 | 3,958  |
|  **Total return** | **14,452** | **4,131** | **4,882** | **4,639** | **4,094** | **2,636** | **12,675** | **6,889** | **6,729** | **3,368** | **3,093** | **3,958**  |
|  NAV per share  |   |   |   |   |   |   |   |   |   |   |   |   |
|  Basic – pence | 7.32 | 2.09 | 2.47 | 2.35 | 2.07 | 1.33 | 6.12 | 3.32 | 3.25 | 1.63 | 1.49 | 1.91  |

Report and Accounts for the Year to 31 March 2024 | 85
2024 2023
Strengthening BRL EUR HKD INR PHP USD BRL HKD INR MXN PHP USD
of Sterling £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s
Statement of Comprehensive Income return after tax
Revenue return (443) – (199) (403) (168) (5) (518) (252) (432) (116) (139) –
Capital return (14,009) (4,131) (4,683) (4,236) (3,926) (2,631) (12,157) (6,637) (6,297) (3,252) (2,954) (3,958)
Total return (14,452) (4,131) (4,882) (4,639) (4,094) (2,636) (12,675) (6,889) (6,729) (3,368) (3,093) (3,958)
NAV per share
Basic – pence (7.32) (2.09) (2.47) (2.35) (2.07) (1.33) (6.12) (3.32) (3.25) (1.63) (1.49) (1.91)
Interest rate exposure
2024 2023

| Within | More than |  |  | Within | More than |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
| one year | one year |  | Total | one year | one year |  | Total |
| £’000s |  | £’000s | £’000s | £’000s |  | £’000s | £’000s |

Exposure to floating rates
Cash 5,751 – 5,751 456 – 456
Bank overdrafts – – – (1,482) – (1,482)
Loans – – – (35,102) – (35,102)
5,751 – 5,751 (36,128) – (36,128)
Exposures vary throughout the year as a consequence of changes in the make-up of the net assets of the Company arising out of
the investment and risk management processes. Interest received on cash balances or paid on overdrafts and loans is at ruling
market rates. The Company’s total returns and net assets are sensitive to changes in interest rates on cash and borrowings.
Based on the financial assets and liabilities held and the interest rates pertaining at each Statement of Financial Position date,
a relative decrease or increase in market interest rates by 2% would have had the following approximate effects on the income
statement revenue and capital returns after tax and on the NAV per share.
2024 2023

| 2% increase |  | 2% decrease |  | 2% increase |  | 2% decrease |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | in rate |  | in rate |  | in rate |  | in rate |
|  | £’000s |  | £’000s |  | £’000s |  | £’000s |

Revenue return 115 (115) (161) 161
Capital return – – (562) 562
Net assets 115 (115) (723) 723
Other market risk exposures
The portfolio of investments, valued at £517,195,000 as at 31 March 2024 (2023: £545,657,000) is exposed to market price
changes.
Based on the portfolio of investments at the Statement of Financial Position date and assuming other factors remain constant, a
decrease or increase in the fair values of the portfolio by 20% would have had the following approximate effects on the Statement
of Comprehensive Income capital return after tax and on the basic NAV per share:
2024 2023
Increase Decrease in Increase Decrease in
in value value in value value
Statement of Comprehensive Income capital return £’000s 102,901 (102,901) 108,564 (108,564)
NAV per share
Basic – pence 53.92 (53.92) 53.69 (53.69)
86 | Utilico Emerging Markets Trust plc
(b) Liquidity risk exposure
The Company is required to raise funds to meet commitments associated with financial instruments. These funds may be raised
either through the realisation of assets or through increased borrowing. The risk of the Company not having sufficient liquidity
at any time is not considered by the Board to be significant given the number and value of quoted liquid investments held in the
Company’s portfolio (66 valued at £494,081,000 as at 31 March 2024).
Cash balances are held with reputable banks with high quality external credit ratings.
The Investment Managers review liquidity at the time of making each investment decision. The Board reviews liquidity exposure
at each meeting. The remaining contractual maturities of the financial liabilities as at 31 March, based on the earliest date on
which payment can be required, were as follows:

|  | Three | More than three |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | months | months but less |  |  | More than |  |  |
|  | or less |  | than one year |  | one year |  | Total |
| 2024 | £’000 |  |  | £’000 |  | £’000 | £’000 |

Creditors:
Securities purchased for future settlement 3,502 – – 3,502
Other payables 695 – – 695
4,197 – – 4,197

|  | Three | More than three |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | months | months but less |  |  | More than |  |  |
|  | or less |  | than one year |  | one year |  | Total |
| 2023 | £’000 |  |  | £’000 |  | £’000 | £’000 |

Creditors:
Bank overdrafts 1,482 – – 1,482
Bank loans and interest 690 36,458 – 37,148
Other payables 428 – – 428
2,600 36,458 – 39,058
(c) Credit risk and counterparty exposure
The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for
securities which the Company has delivered. The Board approves all counterparties used by the Company in such transactions, which
must be settled on the basis of delivery against payment (except where local market conditions do not permit). Broker counterparties
are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant
regulatory body. The rate of default in the past has been negligible. Cash and deposits are held with reputable banks with high quality
external credit ratings.
The Company has an on-going contract with its custodians for the provision of custody services. The contracts are reviewed regularly.
Details of securities held in custody on behalf of the Company are received and reconciled monthly. To the extent that the Investment
Managers and Waverton carry out duties (or cause similar duties to be carried out by third parties) on the Company’s behalf, the
Company is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings with the Investment
Managers.
None of the Company’s financial assets is past due or impaired.
(d) Fair value of financial assets and financial liabilities
The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the Statement of Financial Position at fair
value, or at a reasonable approximation thereof. Borrowings under the loan facility did not have a value materially different from
their capital repayment amounts. Borrowings in foreign currencies were converted into Sterling at exchange rates ruling at each
valuation date.
Unquoted investments are valued based on professional assumptions and advice that is not wholly supported by prices from
current market transactions or by observable market data. The Directors make use of recognised valuation techniques and may
take account of recent arms’ length transactions in the same or similar investments. The Directors regularly review the principles
Report and Accounts for the Year to 31 March 2024 | 87
applied by the Investment Managers to those valuations to ensure they comply with the Company's accounting policies and with fair value principles.

### Level 3 financial instruments valuation methodology

The objective of using valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.

The Company uses proprietary valuation models, which are compliant with IPEV guidelines and IFRS 13 and which are usually developed from recognised valuation techniques. Some or all of the significant inputs into these models may not be observable in the market and are derived from market prices or rates or are estimated based on assumptions. Valuation models that employ significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair value. Management judgement and estimation are usually required for the selection of the appropriate valuation model to be used, determination of expected future cash flows of the financial instrument being valued, determination of the probability of counterparty default and prepayments, peer group multiple and selection of appropriate discount rates.

Fair value estimates obtained from such models are adjusted for any other factors, such as controlling interest, historical and projected financial data, entity specific strengths and weaknesses, or model uncertainties, to the extent that the Company believes that a third party market participant would take them into account in pricing a transaction.

The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuations. The level 3 assets comprise of a number of unlisted investments at various stages of development and each has been assessed based on its industry, location and business cycle. The valuation methodologies include net assets, discounted cash flows, cost of recent investment or last funding round, or listed peer comparison or peer group multiple as appropriate. Where applicable, the Directors have considered observable data and events to underpin the valuations. A discount has been applied, where appropriate, to reflect both the unlisted nature of the investments and business risks.

### Sensitivity of level 3 financial investments measured at fair value to changes in key assumptions.

Level 3 inputs are sensitive to assumptions made when ascertaining fair value. While the Directors believe that the estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. The sensitivities shown in the table below give an indication of the effect of applying reasonable and possible alternative assumptions.

In assessing the level of reasonably possible outcomes consideration was also given to the impact on valuations of the elevated level of volatility in equity markets during the year, principally reflecting concerns about high rates of inflation, tightening energy supplies, higher interest rates and the Ukraine and Middle East conflicts. The impact on the valuations has been varied and largely linked to their relevant sectors and this has been reflected in the level of sensitivities applied.

The following table shows the sensitivity of the fair value of level 3 financial investments to changes in key assumptions. For each unlisted holding valued over £5.0m, the significant valuation inputs have been detailed below the table.

#### As at 31 March 2024

|  Investment | Investment type | Valuation methodology | Risk weighting | Sensitivity +/- | Carrying amount £'000s | Sensitivity £'000s  |
| --- | --- | --- | --- | --- | --- | --- |
|  Petalite | Equity/Loan | Last funding round | High | 70% | 10,082 | 7,057  |
|  UEM (HK) Limited | Loan | NAV | Low | 10% | 4,711 | 471  |
|  EBP | Equity | Fair Value of net assets | Medium | 20% | 3,452 | 690  |
|  Other investments | Equity | Various | Medium | 20% | 4,212 | 842  |
|  Other investments | Loan | Discounted cash flows | Medium | 20% | 657 | 131  |
|  **Total** |  |  |  |  | **23,114** | **9,191**  |

88 | Utilico Emerging Markets Trust plc
As at 31 March 2023

|  Investment | Investment type | Valuation methodology | Risk weighting | Sensitivity +/- | Carrying amount £'000s | Sensitivity £'000s  |
| --- | --- | --- | --- | --- | --- | --- |
|  Petalite | Equity | Last funding round | High | 50% | 28,607 | 14,304  |
|  UEM (HK) Limited | Equity/Loan | NAV | Low | 10% | 11,615 | 1,162  |
|  Conversant Solutions Pte Ltd | Equity | Last funding round | Medium | 20% | 7,877 | 1,575  |
|  Other investments | Equity | Various | Medium | 20% | 5,956 | 1,191  |
|  Other investments | Equity | Various | Low | 10% | 4,187 | 419  |
|  Other investments | Loan | Discounted cash flows | Medium | 20% | 450 | 90  |
|  Total |  |  |  |  | 58,692 | 18,741  |

#### Petalite

UEM holds 10,725 ordinary shares in Petalite and, as at 31 March 2024 carried this investment at £8.6m (2023: £28.6m). The cost of this investment was £2.8m (2023: £2.8m). UEM has also provided a loan of £1.5m to Petalite.

Key valuation inputs: Most recent fundraise price of £2,667 per ordinary share. Peer group value reduction of 70%.

Valuation Methodology: Petalite is an unlisted electric vehicle ("EV") charging infrastructure company based in the UK that has been developing a new technology which enables more reliable and cost effective EV chargers. Over the last year, the EV charging sector, as measured by listed stock prices, has weakened considerably and private capital activity has decreased. The Directors consider these events would also apply to Petalite and have accordingly reduced the carrying value of Petalite by an amount equivalent to the average reduction of Petalite's peer group comparable companies, giving a carrying value of £8.6m as at 31 March 2024. Petalite's fair value has been given a sensitivity of 70% (2023: 50%) reflecting the high level of uncertainty due to the length of time since the last fundraise and the fact that Petalite remains pre-revenue. As Petalite has yet to commercialise its technology and is pre-revenue it remains reliant on external funding. As at 12 June 2024, UEM valued Petalite's equity at £3.5m reflecting the most recent price indications from the Series A fund raise which is ongoing.

Sensitivities: Should the value of Petalite move by 70% the gain or loss would be £7.1m.

#### (e) Capital Risk Management

The investment policy of the Company is stated as being to provide long term total return through a flexible investment policy that permits it to make investments predominantly in infrastructure, utility and related sectors, mainly in emerging markets. The capital of the Company comprises ordinary share capital and reserves equivalent to the net assets of the Company. In pursuing the long term investment policy, the Board has a responsibility for ensuring the Company's ability to continue as a going concern. It must therefore maintain an optimal capital structure through varying market conditions. This involves the ability to: issue and buyback share capital within limits set by the shareholders in general meeting; borrow monies in the short and long term (up to a limit of 25% of gross assets); and pay dividends to shareholders out of reserves. Changes to ordinary share capital are set out in note 16. Dividend payments are set out in note 9. Loans are set out in note 13.

#### 27. Fair Value Hierarchy

IFRS 13 'Financial Instruments: Disclosures' require an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels:

Level 1 reflects financial instruments quoted in an active market.

Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets.

Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the same instrument and not based on available observable market data.

Report and Accounts for the Year to 31 March 2024 | 89
The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as follows:

|  As at 31 March 2024 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000  |
| --- | --- | --- | --- | --- |
|  Investments | 487,603 | 6,478 | 23,114 | 517,195  |

During the year three holdings with a value of £9.4m were transferred from level 1 to level 2 due to the investee companies shares trading irregularly in the year. The book cost and fair value were transferred using the 31 March 2023 balances.

|  As at 31 March 2023 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000  |
| --- | --- | --- | --- | --- |
|  Investments | 483,146 | 3,818 | 58,693 | 545,657  |

A reconciliation of fair value measurements in level 3 is set out in the following table:

|   | 2024 £'000 | 2023 £'000  |
| --- | --- | --- |
|  Balance brought forward | 58,693 | 48,110  |
|  Purchases | 2,600 | 3,691  |
|  Sales | (9,435) | (4,423)  |
|  Gains on investments sold in the year | 742 | 1,760  |
|  (Losses)/gains on investments held at end of year | (29,486) | 9,555  |
|  **Balance as at 31 March** | **23,114** | **58,693**  |

#### Analysed as at 31 March

|  Cost of investments | 23,391 | 29,484  |
| --- | --- | --- |
|  (Losses)/gains on investments | (277) | 29,209  |
|  **Valuation** | **23,114** | **58,693**  |

## 28. Post Balance Sheet Event

Since the year end, UEM advanced to Petalite a further £1.0m, fully utilising the loan agreement (see note 10). As at 12 June 2024, UEM valued Petalite's equity at £3.5m reflecting the most recent price indications from the Series A fund raise which is ongoing and continued weakness in a difficult funding environment for early stage companies.

90 | Utilico Emerging Markets Trust plc
# Other Financial Information (Unaudited)

## Alternative Investment Fund Managers Directive ("AIFMD")

In accordance with the AIFMD, information in relation to the Company's leverage and the remuneration of the Company's AIFM, ICMIM, is required to be made available to investors. Detailed regulatory disclosures including those on the AIFM's remuneration policy are available on ICM's website at https://www.icm.limited/icm-investment-management.

The Company's maximum and actual leverage as at 31 March are shown below:

|  Leverage exposure | 2024 |   | 2023  |   |
| --- | --- | --- | --- | --- |
|   |  Gross method | Commitment method | Gross method | Commitment method  |
|  Maximum permitted limit | 300% | 300% | 300% | 300%  |
|  Actual | 100% | 100% | 107% | 107%  |

The leverage limits are set by the AIFM and approved by the Board. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings.

## Securities Financing Transactions ("SFT")

The Company has not, in the years to 31 March 2024 and 31 March 2023, participated in any: repurchase transactions; securities lending or borrowing; buy-sell back transactions; margin lending transactions; or total return swap transactions (collectively called SFT). As such, it has no disclosure to make in satisfaction of the UK version of the EU regulation 2015/2365 on transparency of SFT which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.

Report and Accounts for the Year to 31 March 2024 | 91
# Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Utilico Emerging Markets Trust plc will be held at The Royal Society of Chemistry, Burlington House, Piccadilly, London W1J 0BA on Tuesday, 17 September 2024 at 10.30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions (which will be proposed in the case of resolutions 1 to 11, as ordinary resolutions and, in the case of resolutions 12 and 13, as special resolutions).

## Ordinary Business

1. To receive and adopt the report of the Directors of the Company and the financial statements for the year ended 31 March 2024, together with the report of the auditor thereon.
2. To approve the Directors' Remuneration Report for the year ended 31 March 2024.
3. To approve the Company's dividend policy to pay four interim dividends per year.
4. To re-elect Mr John Rennocks as a Director.
5. To re-elect Mr Mark Bridgeman as a Director.
6. To re-elect Ms Isabel Liu as a Director.
7. To re-elect Mr Eric Stobart as a Director.
8. To elect Ms Nadya Wells as a Director.
9. To re-appoint KPMG LLP as auditor to the Company to hold office until the conclusion of the next Annual General Meeting of the Company.
10. To authorise the Directors to determine the auditor's remuneration.

## Special Business

### Ordinary Resolution

11. That, in substitution for all existing authorities, the Directors of the Company be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ("Securities") up to an aggregate nominal amount of £189,275 (being 10% of the aggregate nominal amount of the issued share capital excluding treasury shares of the Company as at the date of this Notice) provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2025 but so that the Company may, at any time before such expiry, make any offer or agreement which would or might require Securities to be allotted after such expiry pursuant to any such offer or agreement as if the authority hereby conferred had not expired.

### Special Resolutions

12. That, in substitution for all existing authorities and subject to the passing of resolution 11, the Directors of the Company be and are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560 of the Act) pursuant to the authority granted by resolution 10, and to sell equity securities held by the Company as treasury shares (as defined in section 724 of the Act) for cash, as if section 561(1) of the Act did not apply to any such allotments or sales of equity securities, provided that this power:
(a) shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2025, except that the Company may at any time before such expiry make offers or agreements which would or might require equity securities to be allotted or sold after such expiry and notwithstanding such expiry the Directors may allot or sell equity securities in pursuance of such offers or agreements;
(b) shall be limited to the allotment of equity securities and/or sale of equity securities held in treasury for cash up to an aggregate nominal amount of £189,275 (representing 10% of the aggregate nominal amount of the issued share capital, excluding treasury shares of the Company, as at the date of this Notice); and

92 | Utilico Emerging Markets Trust plc
(c) shall be limited to the allotment of equity securities and/or the sale of equity securities held in treasury at a price of not less than the net asset value per share as close as practicable to the relevant allotment or sale.

13. That, in substitution for the Company's existing authority to make market purchases of ordinary shares of 1p in the Company ("Shares"), the Company be and is hereby authorised in accordance with section 701 of the Companies Act 2006 (the "Act") to make market purchases of Shares (within the meaning of section 693 of the Act), provided that:

(a) the maximum number of Shares hereby authorised to be purchased is 28,370,000 (being 14.99% of the Company's issued ordinary share capital, excluding treasury shares of the Company, as at the date of this Notice);

(b) the minimum price (exclusive of expenses) which may be paid for a Share shall be 1p being the nominal value per share;

(c) the maximum price (exclusive of expenses) which may be paid for a Share shall be the higher of: (i) 5% above the average of the market value of a Share for the five business days immediately preceding the date of purchase as derived from the Daily Official List of the London Stock Exchange; and (ii) that stipulated by article 5(6) of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019; and

(d) unless renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2025 save that the Company may, at any time prior to such expiry, enter into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry and the Company may purchase Shares pursuant to any such contract or contracts as if the authority conferred hereby had not expired.

All Shares purchased pursuant to the above authority shall be either: (i) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act; or (ii) cancelled immediately upon completion of the purchase.

By order of the Board

**ICM Investment Management Limited**

Company Secretary

14 June 2024

Registered Office:

The Cottage, Ridge Court

The Ridge

Epsom, Surrey KT18 7EP

Report and Accounts for the Year to 31 March 2024 | 93
### Notice of Annual General Meeting (continued)
Notes: perhaps the custodian or broker who administers the
investment on their behalf). Nominated Persons should
1. A member entitled to attend and vote at the meeting
continue to contact that member, custodian or broker (and
convened by the above Notice is entitled to appoint one
not the Company) regarding any changes or queries relating
or more proxies to exercise all or any of the rights of the
to the Nominated Person’s personal details and interest in
member to attend, speak and vote in his/her place. A
the Company (including any administrative matter). The only
proxy need not be a member of the Company. If a member
exception to this is where the Company expressly requests
appoints more than one proxy to attend the meeting, each
a response from the Nominated Person.
proxy must be appointed to exercise the rights attached to
a different share or shares held by the member.
6. Pursuant to Regulation 41 (1) of The Uncertificated
2. To appoint a proxy, you may use the form of proxy enclosed Securities Regulations 2001 and for the purposes of
with this annual report. To be valid, the form of proxy, section 360B of the Companies Act 2006, the Company has
together with the power of attorney or other authority (if specified that only shareholders registered on the register
any) under which it is signed or a notarial certified or office of members of the Company by not later than 6.00 p.m.
copy of the same, must be completed and returned to the two days prior to the time fixed for the meeting shall be
office of the Company’s registrar in accordance with the entitled to attend and vote at the meeting in respect of the
instructions printed thereon as soon as possible and in number of the ordinary shares registered in their name at
any event by not later than 10:30 a.m. on 13 September such time. If the meeting is adjourned, the time by which a
2024. Amended instructions must also be received by person must be entered on the register of members of the
the Company’s registrar by the deadline for receipt of Company in order to have the right to attend and vote at the
forms of proxy. Alternatively, you can vote or appoint a adjourned meeting is 6.00 p.m. two days prior to the time
proxy electronically by visiting www.investorcentre.co.uk/ of adjournment. Changes to the register of members after
eproxy. You will be asked to enter the Control Number, the the relevant times shall be disregarded in determining the
Shareholder Reference Number and PIN which are printed rights of any person to attend and vote at the meeting.
on the form of proxy. The latest time for the submission of
7. In the case of joint holders, the vote of the senior holder
proxy votes electronically is 10:00 a.m. on 13 September
who tenders a vote, whether in person or by proxy, shall
2024. To appoint more than one proxy, an additional proxy
be accepted to the exclusion of the votes of the other joint
form(s) may be obtained by contacting the Registrar’s
holders and, for this purpose, seniority will be determined
helpline on +44 (0370) 707 1375 or you may photocopy
by the order in which the names stand in the register of
the form of proxy. Please indicate in the box next to the
members of the Company in respect of the relevant joint
proxy holder’s name the number of shares in relation to
holding.
which they are authorised to act as your proxy. Please
also indicate by marking the box provided if the proxy
8. Shareholders who hold their shares electronically may
instruction is one of multiple instructions being given. All
submit their votes through CREST, by submitting the
forms of proxy must be signed and should be returned
appropriate and authenticated CREST message so as to
together in the same envelope.
be received by the Company’s registrar not later than
3. Completion and return of the form of proxy will not prevent 10:00 a.m. on 13 September 2024. Instructions on how to
you from attending the meeting and voting in person. If you vote through CREST can be found by accessing the CREST
have appointed a proxy and attend the meeting in person, manual via www.euroclear.com. Shareholders are advised
your proxy appointment will be automatically terminated. that CREST and the internet are the only methods by which
completed proxies can be submitted electronically.
4. Any person receiving a copy of this Notice as a person
nominated by a member to enjoy information rights under
9. If you are a CREST system user (including a CREST personal
section 146 of the Companies Act 2006 (a “Nominated
member) you can appoint one or more proxies or give
Person”) should note that the provisions in Notes 1 and 2
an instruction to a proxy by having an appropriate CREST
above concerning the appointment of a proxy or proxies to
message transmitted. To appoint one or more proxies
attend the meeting in place of a member, do not apply to a
or to give an instruction to a proxy (whether previously
Nominated Person as only ordinary shareholders have the
appointed or otherwise) via the CREST system, CREST
right to appoint a proxy. However, a Nominated Person may
messages must be received by Computershare (ID number
have a right under an agreement between the Nominated
3RA50) not later than 10:30 a.m. on 13 September 2024.
Person and the member by whom he or she was nominated
For this purpose, the time of receipt will be taken to be
to be appointed, or to have someone else appointed, as
the time (as determined by the timestamp generated by
proxy for the meeting. If a Nominated Person has no such
the CREST system) from which Computershare is able to
proxy appointment right or does not wish to exercise it,
retrieve the message. CREST personal members or other
he/she may have a right under such agreement to give
CREST sponsored members should contact their CREST
instructions to the member as to the exercise of voting
sponsor for assistance with appointing proxies via CREST.
rights at the meeting.
For further information on CREST procedures, limitations
5. Nominated Persons should also remember that their and system timings please refer to the CREST manual. The
main point of contact in terms of their investment in Company may treat as invalid a proxy appointment sent by
the Company remains the member who nominated the CREST in the circumstances set out in Regulation 35(5)(a) of
Nominated Person to enjoy the information rights (or The Uncertificated Securities Regulations 2001.
94 | Utilico Emerging Markets Trust plc
10. If the Chairman, as a result of proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3% or more of the voting rights in the Company, who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and Financial Conduct Authority. Any such person holding 3% or more of the voting rights in the Company who appoints a person other than the Chairman as his proxy will need to ensure that both he and such person complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.

11. Any questions relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting. A shareholder may alternatively submit a question in advance by a letter addressed to the Company Secretary at the Company's registered office. Under section 319A of the Companies Act 2006, the Company must answer any question a shareholder asks relating to the business being dealt with at the meeting, unless (i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

12. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares.

13. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006.

The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditors not later than the time when it makes the statement available

on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

14. As at 13 June 2024 (being the last practicable date prior to the publication of this Notice of Annual General Meeting), the Company's issued share capital consisted of 189,275,034 ordinary shares of 1p each, excluding shares held in treasury. Each ordinary share carries the right to one vote and therefore the total voting rights in the Company as at the date of this Notice are 189,275,034.

15. Further information regarding the meeting which the Company is required by section 311A of the Companies Act 2006 to publish on a website in advance of the meeting, can be accessed at www.uemtrust.co.uk.

16. No service contracts exist between the Company and any of the Directors, who hold office in accordance with letters of appointment and the Articles of Association.

17. Copies of the letters of the appointment and deeds of indemnity between the Company and the Directors, a copy of the Articles of Association of the Company and the register of the Directors' holdings will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the meeting and also on the date of the meeting from 15 minutes prior to commencement of the meeting until the conclusion thereof.

18. Under sections 338 and 338A of the Companies Act 2006, members meeting with the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless:

- (a) (in the case of a resolution only), it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);
- (b) it is defamatory of any person; or
- (c) it is frivolous or vexatious.

Such a request may be in hard copy form or in electronic form, and must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 5 August 2024 (being the date six clear weeks before the meeting) and, in the case of a matter to be included in the business only, must be accompanied by a statement setting out the grounds for the request.

19. Any electronic address provided either in this Notice or in any related documents (including the form of proxy) may not be used to communicate with the Company for any purpose other than those expressly stated.

Report and Accounts for the Year to 31 March 2024 | 95
## Company Information

| Directors | Brokers |
| --- | --- |
| John Rennocks (Chairman) | Shore Capital and Corporate Limited |
| Mark Bridgeman | Cassini House, 57 St James’s Street |
| Isabel Liu | London SW1A 1LD |
| Eric Stobart, FCA | Authorised and regulated in the UK by the Financial Conduct Authority |

Barclays Bank PLC
1 Churchill Place
Registered Office
London E14 5HP
The Cottage Authorised by the Prudential Regulation Authority and regulated by the
Ridge Court Financial Conduct Authority and the Prudential Regulation Authority
The Ridge
Epsom
Surrey KT18 7EP
Legal Adviser to the Company
Company Registration Number: 11102129
Norton Rose Fulbright LLP
Legal Entity Identifier: 2138005TJMCWR2394O39 3 More London Riverside
London SE1 2AQ
AIFM, Joint Portfolio Manager and

| Company Secretary | Auditor |
| --- | --- |
| ICM Investment Management Limited | KPMG LLP |
| PO Box 208 | 15 Canada Square |
| Epsom | London E14 5GL |
| Surrey KT18 7YF | Member of the Institute of Chartered Accountants in England and Wales |

Telephone +44 (0)1372 271486
Authorised and regulated in the UK by the Financial Conduct Authority
Registrar
Computershare Investor Services PLC
Joint Portfolio Manager The Pavilions
Bridgwater Road
ICM Limited
Bristol BS13 8AE
34 Bermudiana Road
Hamilton HM 11 Telephone +44 (0370) 707 1375
Bermuda
Public Relations

| Administrator and custodian | Montford Communications Limited |
| --- | --- |
| JPMorgan Chase Bank N.A. – London Branch | 2nd Floor, Berkeley Square House |
| 25 Bank Street | Berkeley Square |
| Canary Wharf | Mayfair |
| London E14 5JP | London W1J 6BD |
| Authorised and regulated in the UK by the Financial Conduct Authority | Telephone + 44 (0)20 7887 6287 |

Depositary Services Provider
JP Morgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
96 | Utilico Emerging Markets Trust plc
# Alternative Performance Measures

The European Securities and Markets Authority defines an Alternative Performance Measure as being a financial measure of historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. The Company uses the following Alternative Performance Measures:

**Discount/Premium** – if the share price is lower than the NAV per share, the shares are trading at a discount. Shares trading at a price above NAV per share are said to be at a premium. As at 31 March 2024 the share price was 221.00p (2023: 217.00p) and the NAV per share was 274.01p (2023: 250.91p), the discount was therefore 19.3% (2023: 13.5%).

**Gearing** – represents the ratio of the borrowings less cash of the Company to its net assets.

|  Year to 31 March | Page | 2024 £'000s | 2023 £'000s  |
| --- | --- | --- | --- |
|  Bank overdrafts | 80 | – | 1,482  |
|  Bank loans | 71 | – | 35,102  |
|  Cash | 71 | (5,751) | (456)  |
|  Total cash/(debt) |  | (5,751) | 36,128  |
|  Equity holders' funds | 71 | 522,933 | 507,374  |
|  (Net cash)/gearing (%) |  | (1.1) | 7.1  |

**NAV/share price total return** – the return to shareholders calculated on a per share basis by adding dividends paid in the year to the increase or decrease in the NAV or share price in the year. The dividends are assumed to have been re-invested in the form of net assets or shares, respectively, on the date on which the dividends were paid.

|  Year to 31 March 2024 | Dividend rate (pence) | NAV (pence) | Share price (pence)  |
| --- | --- | --- | --- |
|  31 March 2023 | n/a | 250.91 | 217.00  |
|  23 June 2023 | 2.15 | 261.45 | 226.00  |
|  22 September 2023 | 2.15 | 266.05 | 225.00  |
|  15 December 2023 | 2.15 | 262.94 | 223.00  |
|  28 March 2024 | 2.15 | 274.01 | 221.00  |
|  31 March 2024 | n/a | 274.01 | 221.00  |
|   |  | 12.8 | 5.8  |

|  Year to 31 March 2023 | Dividend rate (pence) | NAV (pence) | Share price (pence)  |
| --- | --- | --- | --- |
|  31 March 2022 | n/a | 254.22 | 224.00  |
|  24 June 2022 | 2.00 | 238.47 | 208.00  |
|  23 September 2022 | 2.00 | 260.38 | 221.00  |
|  16 December 2022 | 2.15 | 234.69 | 204.00  |
|  24 March 2023 | 2.15 | 246.23 | 210.00  |
|  31 March 2023 | n/a | 250.91 | 217.00  |
|  Total return (%) |  | 2.1 | 0.8  |

Report and Accounts for the Year to 31 March 2024 | 97
## Alternative Performance Measures (continued)

**NAV/share price total return since inception** – the return to shareholders calculated on a per share basis by adding dividends paid and adjusting for the exercise of warrants and subscription shares to the increase or decrease in the NAV/share price since inception. The dividends are assumed to have been re-invested in the form of net assets on the date on which the dividends were paid. The adjustment for the exercise of warrants and subscription shares is made on the date the warrants and subscription shares were exercised.

|  Total return since inception | NAV 31 March 2024 | Share price 31 March 2024 | NAV 31 March 2023 | Share price 31 March 2023  |
| --- | --- | --- | --- | --- |
|  NAV/share price 20 July 2005 (pence)^{1} | 98.36 | 100.00 | 98.36 | 100.00  |
|  Total dividend, warrants and subscription shares adjustment factor | 1.94953 | 2.05750 | 1.88776 | 1.98031  |
|  NAV/share price at year end (pence) | 274.01 | 221.00 | 250.91 | 217.00  |
|  Adjusted NAV/share price at year end (pence) | 534.19 | 454.71 | 473.66 | 429.73  |
|  Total return (%) | 443.1 | 354.7 | 381.6 | 329.7  |

$^{1}$ Date of admission to trading on the Alternative Investment Market of UEM Limited.

**Annual compound NAV total return since inception** – the annual return to shareholders calculated on the same basis as NAV total return, since inception.

|  Annual compound | 31 March 2024 | 31 March 2023  |
| --- | --- | --- |
|  Annual compound NAV total return since inception (%) | 9.5 | 9.3  |

**Ongoing charges** – all operating costs expected to be regularly incurred and that are payable by the Company or suffered within underlying investee funds, expressed as a proportion of the average weekly net asset values of the Company (valued in accordance with its accounting policies) over the reporting period. The costs of buying and selling investments and derivatives are excluded, as are interest costs, taxation, non-recurring costs and the costs of buying back or issuing shares.

|  Ongoing charges calculation (excluding and including performance fees) | Page | 31 March 2024 £'000s | 31 March 2023 £'000s  |
| --- | --- | --- | --- |
|  Management and administration fees | 69 | 5,813 | 5,730  |
|  Other expenses | 69 | 1,911 | 1,651  |
|  Total expenses for ongoing charges calculation |  | 7,724 | 7,381  |
|  Average net asset values of the Company |  | 516,317 | 512,080  |
|  Ongoing Charges (%) |  | 1.5 | 1.4  |

**Gross assets** – the value of the Group's assets less liabilities excluding loans.

|   | Page | 31 March 2024 £'000s | 31 March 2023 £'000s  |
| --- | --- | --- | --- |
|  Investments | 71 | 517,195 | 545,657  |
|  Current assets | 71 | 11,829 | 1,900  |
|  Current liabilities - Other payables | 71 | (4,573) | (3,461)  |
|  Non-current liabilities - Provision for capital gains tax | 71 | (1,518) | (1,620)  |
|  Gross assets |  | 522,933 | 542,476  |

98 | Utilico Emerging Markets Trust plc
# Historical Performance

|  as at 31 March | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | 2015  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  NAV total return per ordinary share^{1} (annual) (%) | **12.8** | 2.1 | 14.9 | 30.2 | (24.9) | 3.5 | 6.6 | 26.2 | 1.7 | 12.4  |
|  Share price total return per ordinary share^{1} (annual) (%) | **5.8** | 0.8 | 17.6 | 27.3 | (23.2) | 5.4 | 7.1 | 24.9 | (1.8) | 8.2  |
|  Annual compound NAV total return^{1} (since inception) (%) | **9.5** | 9.3 | 9.7 | 9.4 | 8.1 | 11.0 | 11.7 | 12.1 | 10.9 | 11.9  |
|  Undiluted NAV per ordinary share (pence) | **274.01** | 250.91 | 254.22 | 228.54 | 181.84 | 249.84 | 247.22 | 251.72 | 206.45 | 209.79  |
|  Diluted NAV per ordinary share (pence) | **274.01^{2}** | 250.91^{2} | 254.22^{2} | 228.54^{2} | 181.84^{2} | 249.84^{2} | 247.22^{2} | 241.29 | 202.52 | 209.79^{2}  |
|  Ordinary share price (pence) | **221.00** | 217.00 | 224.00 | 197.50 | 161.50 | 217.90 | 212.00 | 214.50 | 178.50 | 188.50  |
|  Discount^{3} (%) | **(19.3)** | (13.5) | (11.9) | (13.6) | (11.2) | (12.8) | (14.2) | (11.1) | (11.9) | (10.1)  |
|  **Earnings per ordinary share (basic)**  |   |   |   |   |   |   |   |   |   |   |
|  - Capital (pence) | **20.48** | (6.61) | 24.49 | 45.73 | (68.29) | (0.12) | 4.66 | 44.46 | (5.50) | 18.53  |
|  - Revenue (pence) | **8.83** | 9.40 | 8.17 | 8.13 | 7.88 | 7.47 | 9.27 | 7.80 | 8.23 | 4.98  |
|  Total (pence) | **29.31** | 2.79 | 32.66 | 53.86 | (60.41) | 7.35 | 13.93 | 52.26 | 2.73 | 23.51  |
|  Dividends per ordinary share (pence) | **8.600** | 8.450 | 8.000 | 7.775 | 7.575 | 7.200 | 7.000 | 6.650 | 6.400 | 6.100  |
|  Gross assets^{1} (£m) | **522.9** | 542.5 | 569.6 | 556.1 | 461.4 | 581.9 | 579.8 | 579.0 | 455.2 | 479.2  |
|  Equity holders' funds (£m) | **522.9** | 507.4 | 545.9 | 505.7 | 414.3 | 574.2 | 579.8 | 532.2 | 436.6 | 447.4  |
|  Ordinary shares bought back (£m) | **25.4** | 27.2 | 13.9 | 12.1 | 4.8 | 9.5 | 21.9 | 10.0 | 3.0 | -  |
|  Net cash/(overdraft) (£m) | **5.8** | (1.0) | 0.5 | (3.2) | 39.5 | 11.7 | 8.1 | 15.3 | 12.6 | 0.5  |
|  Bank loans (£m) | - | (35.1) | (23.7) | (50.4) | (47.1) | (7.8) | 0.0 | (46.8) | (18.7) | (31.9)  |
|  Net cash/(debt) (£m) | **5.8** | (36.1) | (23.2) | (53.6) | (7.6) | 3.9 | 8.1 | (31.5) | (6.1) | (31.4)  |
|  Net cash/(gearing) on net assets (%) | **1.1** | (7.1) | (4.3) | (10.6) | (1.8) | 0.7 | 1.4 | (5.9) | (1.4) | (7.0)  |
|  **Management and administration fees and other expenses**  |   |   |   |   |   |   |   |   |   |   |
|  - excluding performance fee (£m) | **7.7** | 7.4 | 7.3 | 5.0 | 6.4 | 5.9 | 5.7 | 5.2 | 4.5 | 4.6  |
|  - including performance fee (£m) | **7.7** | 7.4 | 7.3 | 10.1 | 6.4 | 5.9 | 5.7 | 14.3 | 4.5 | 7.7  |
|  **Ongoing charges figure^{1}**  |   |   |   |   |   |   |   |   |   |   |
|  - excluding performance fee (%) | **1.5^{4}** | 1.4^{4} | 1.4^{4} | 1.1 | 1.1 | 1.0 | 1.0 | 1.1 | 1.1 | 1.1  |
|  - including performance fee (%) | **1.5^{4}** | 1.4^{4} | 1.4^{4} | 2.1 | 1.1 | 1.0 | 1.0 | 2.9 | 1.1 | 1.8  |

$^{1}$ See Alternative Performance Measures on pages 97 and 98

$^{2}$ There was no dilution

$^{3}$ Based on diluted NAV

$^{4}$ Investment Management Agreement was amended on 1 April 2021 and the performance fee discontinued

Report and Accounts for the Year to 31 March 2024 | 99
### Emerging Cities | Emerging Wealth | Emerging Opportunities
UK Contact
PO Box 208
Epsom Surrey
KT18 7YF
Telephone: +44 (0)1372 271486
www.uemtrust.co.uk