## 2025 ## Report and Accounts ### Emerging Cities | Emerging Wealth | Emerging Opportunities ## Why Utilico Emerging Markets Trust plc? International Container Terminal Services, Inc (The Philippines) ## Utilico Emerging Markets Trust plc’s investment Utilico Emerging Markets Trust plc is a UK listed ## objective is to provide long term total return by fund unique in focusing on infrastructure and ## investing predominantly in infrastructure, utility utilities in emerging markets, where structural ## and related sectors, primarily in emerging markets. growth drivers are accelerated by global ## infrastructure megatrends. Unique Exposure to Infrastructure Megatrends Experienced Management Utilico Emerging Markets Trust plc ("UEM" or the Since UEM’s inception in 2005, the portfolio has been "Company") offers a diverse portfolio of high conviction, managed by a dedicated, active investment team with bottom-up investments in infrastructure and utilities, a long track record of investing successfully in this providing unique exposure to infrastructure megatrends specialised asset class. in emerging markets (“EM”). Strong Performance Real Assets Driving Compelling Returns As at 31 March 2025, UEM has: UEM's portfolio of primarily listed operational • an 8.8% annualised NAV total return over 19 years infrastructure assets typically offers attractive growth and • outperformed the MSCI Emerging Markets total ### Trusted Diversified Proven yields at a compelling valuation. The portfolio provides return Index (“MSCI EM Index”) over the last three, five A closed end fund A diverse portfolio of Strong management team predictable, sustainable and growing income as a result and ten years, and since inception focused on long term operational cash with a long term record of long term cash flows, which are often underpinned by • a 4.2% dividend yield total return generative investments of outperformance established regulatory frameworks. Report and Accounts for the Year to 31 March 2025 | 1 ## Megatrends Accelerating Upside ## in Emerging Markets ### Contents ### Social Infrastructure Performance Urbanisation and rise of the middle class driving demand for better social infrastructure 3 Megatrends • Most EM countries lack adequate essential social infrastructure. 4 Current Year Performance 5 Performance Summary • The growth of the middle class is increasing demand for better quality services and infrastructure. 6 Chairman’s Statement * • Rapid urbanisation is creating a need for huge investments in infrastructure, transportation, 10 Distribution of Total Assets ## 32.2% communication and internet services creating exciting opportunities for portfolio companies. 11 Investment Portfolio 13 Performance Since Inception (20 July 2005) ### Energy Growth and Transition 14 Ten Year Performance Cia de Saneamento Básico do Estado de São Decarbonisation and investment in energy to support strong economic growth Paulo ("Sabesp") (Brazil) Strategic Report And Investments • Strong economic development requires significant investment in energy infrastructure. 15 Investment Managers’ Report Financial Calendar • Lower or net zero emissions targets to combat climate change require decarbonisation of the 20 Investment Approach Year End energy matrix. 22 ESG Spotlight 31 March • Geopolitical concerns are driving energy security higher up the agenda to cut reliance on 23 Holdings Overview Annual General Meeting * imported energy. ## 25.6% 24 Ten Largest Holdings 16 September 2025 • Huge investment in renewables assets and supporting grid infrastructure across EM. 25 Strategic Report Half Year 34 Investment Managers and Team 30 September ### Digital Infrastructure Dividends Payable Governance Rapid digital adoption accelerating demand for digital infrastructure March, June, September 36 Directors • Advantageous demographics of young EM populations, typically more tech savvy, driving and December 37 Directors’ Report demand for digital infrastructure. 43 Corporate Governance Statement | | The business of UEM consists of | • Affordable information technology drives innovation, knowledge and accountability driving | | --- | --- | --- | | 49 Directors’ Remuneration Report | investing the pooled funds of its | social benefits and commercial returns. | | 52 Audit & Risk Committee Report | shareholders in accordance with its | | • A more capable and connected digital infrastructure is empowering companies in EM to deliver investment objective and policy, with * 55 Directors’ Statement of Responsibilities goods and services to a domestic and global customer base. ## 25.0% the aim of spreading investment risk and • New and disruptive applications including Artificial Intelligence ("AI") developed in EM are Financial Statements generating a return for shareholders. facilitating new business models and efficiencies. The joint portfolio managers of 56 Independent Auditor’s Report the Company are ICM Investment 64 Accounts ### Management Limited (“ICMIM”) and ICM Global Trade 68 Notes to the Accounts Limited (“ICM”), together referred to as Trade being fuelled by structural growth drivers, geopolitical dynamics and shifting supply chains the “Investment Managers”. Additional Information • EM economies offering strong GDP growth increasing their importance in the share of world | 87 Notice of Annual General Meeting | trade. | | --- | --- | | 91 Company Information | • Supply chain disruptions, geopolitical tensions and increasing export restrictions has led | | 92 Alternative Performance Measures | companies to reconsider their supply chains. | * 95 Historical Performance 17.2% • The increasingly multi-polar world and the reshaping of the competitive environment are presenting new investment opportunities and the need to diversify supply chains. * Percent of total investments 5 year rating out of 2,506 Global Emerging Markets Equity funds as of 31 March 2025. 2 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 3 ## Current Year Performance Performance Summary | Net Asset Value ("NAV") | Share Price Total | NAV Per Share of | Share Price of | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 31 March | | 31 March | | % change | | Total Return Per Share* | Return Per Share* | | | | | | | | | | | | | | 2025 | | 2024 | 2025/24 | 1 NAV total return per share (annual) (%) (2.9) 12.8 n/a 1 | | | | | Share price total return per share | (annual) (%) 1.8 5.8 n/a | | | --- | --- | --- | --- | --- | --- | --- | | -2.9% | 1.8% | 257.28p | 216.00p | | | | | | | | | | 1 | 2 | | | | | | Annual compound NAV total return | (since inception - 20 July 2005 | ) (%) 8.8 9.5 n/a | | (2024: 12.8%) | (2024: 5.8%) | (2024: 274.01p) | (2024: 221.00p) | | | | NAV per share (pence) 257.28 274.01 (6.1) Share price (pence) 216.00 221.00 (2.3) Dividends of 9.125p Dividend Yield* Discount to NAV* Ongoing Charges* 1 Discount (%) (16.0) (19.3) n/a Per Share Earnings per share (basic) - Capital (pence) (18.81) 20.48 (191.8) ##  6.1% 4.2% 16.0% 1.5% - Revenue (pence) 9.95 8.83 12.7 (2024:  1.8%) (2024: 3.9%) (2024: 19.3%) (2024: 1.5%) Total (pence) (8.86) 29.31 (130.2) Dividends per share 4.3m Shares Invested Realised Net Debt - 1st quarter (pence) 2.150 2.150 0.0 Bought Back - 2nd quarter (pence) 2.325 2.150 8.1 - 3rd quarter (pence) 2.325 2.150 8.1 ## £9.6m £128.4m £121.5m £13.6m 3 - 4th quarter (pence) 2.325 2.150 8.1 (2024: £25.4m) (2024: £80.2m) (2024: £155.5m) (2024: Net Cash £5.8m) Total (pence) 9.125 8.600 6.1 1 Gross assets (£m) 497.4 522.9 (4.9) * See Alternative Performance Measures on pages 92 to 94 Equity holders’ funds (£m) 479.8 522.9 (8.2) Shares bought back (£m) 9.6 25.4 (62.2) Cash (£m) 3.9 5.8 (32.8) ## Total Return Comparative Performance (Pence) Bank loans (£m) (17.5) – n/a from 31 March 2024 to 31 March 2025 Net (debt)/cash (£m) (13.6) 5.8 (334.5) 1 Net (gearing)/cash (%) (2.8) 1.1 n/a 110 Management and administration fees and other expenses (£m) 7.4 7.7 (3.9) 1 Ongoing charges figure (%) 1.5 1.5 n/a 105 1 See Alternative Performance Measures on pages 92 to 94 100 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 95 90 Mar 25Feb 25Jan 25Dec 24Nov 24Oct 24Sep 24Aug 24Jul 24Jun 24May 24Apr 24Mar 24 Share price total return per shareNAV total return per share MSCI EM total return Index (GBP adjusted) Rebased to 100 as at 31 March 2024 Source: ICM and Bloomberg 4 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 5 ## Chairman’s Statement I am pleased to present my Whilst in the short term this may lead to periods of Indices Movements first annual report as Chairman underperformance or outperformance, over the longer from 31 March 2024 to 31 March 2025 for the year ended 31 March term the Investment Managers’ approach is expected 150 2025, UEM’s 20th year since its to lead to outperformance against the MSCI EM Index. 140 inception in July 2005. The investment backdrop this year has been one 130 UEM is unique in focusing on of economic uncertainty and volatility due to 120 infrastructure and utilities in the continually changing investment landscape. 110 EM, where structural growth Expectations at the start of the year were that the 100 drivers are accelerated by global US Federal Reserve would cut interest rates for the 90 Mark Bridgeman infrastructure megatrends. This first time in over four years. However, the persistently 80 Chairman strategy is highly differentiated strong US labour market and inflationary data resulted 70 | from the MSCI EM Index and is expertly managed by a | in interest rate reductions being pushed into the latter | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Mar 24 | | Jun 24 Sep 24 Dec 24 Mar 25 | | | | disciplined, bottom-up approach from the Investment | part of the year. With the election of President Trump | | | | | | | | | | Brazil Ibovespa Index | | Bucharest Exchange Trading Index | Hang Seng Index | | Managers. | in November 2024, the global economic outlook once | | | | | | | | | | PSEi - Philippine SE Index | | Sensex Index | Shanghai SE Composite Index | again changed, as speculation turned to the magnitude Given the long term nature of UEM’s investment Rebased to 100 as at 31 March 2024 Source: Bloomberg of the proposed trade tariffs and an expansionary portfolio, comprising companies delivering essential fiscal policy. All of which led to higher interest rate and services and long term growth to EM economies, it is Geopolitical conflicts have continued in Ukraine and The Board also understands the importance that inflation expectations. important to look beyond a single year’s performance. the Middle East, and these have added additional shareholders place on dividends as an important part While UEM’s NAV total return for the year was down by In contrast, the largest emerging market, China, headwinds. However, despite these challenges at of total shareholder return. Accordingly, in the absence 2.9%, underperforming the MSCI EM total return Index witnessed the opposite during the year, suffering from a macro level, most of UEM’s portfolio companies of unforeseen circumstances, the Board will continue which increased by 5.7% in Sterling terms over the same deflationary pressures on the back of weak consumer continue to perform well operationally. its aim to declare a rising dividend each year, utilising period, over the three and five year periods to 31 March confidence and a struggling property market. The reserves if required. Two events that have hampered UEM’s performance 2025, UEM’s NAV total return increased by 11.8% and fiscal and monetary stimulus measures announced in have been the reduction in the valuation of Petalite Retained earnings revenue reserves increased by 67.2%, significantly outperforming the MSCI EM Index September 2024 fuelled a short-lived market rally as Limited (“Petalite”) and currency. Petalite, an unlisted £1.9m in the year to £12.0m, equating to 6.44p per which was up by 6.3% and by 40.8% respectively. clarity around a stimulus package failed to materialise investment, impacted UEM’s NAV total return by share as at 31 March 2025. fully. Whilst the start of Chinese New Year sparked The chart at the bottom of the page illustrates UEM’s -1.5%. In addition, since UEM has 21.8% of its portfolio renewed enthusiasm for technology stocks and performance over the last five years compared to the Ongoing Charges invested in Brazil, the 14.5% Brazilian Real depreciation all things AI related, market concerns around how wide range of categories which make up the MSCI against Sterling this year has overshadowed very Ongoing charges were unchanged for the year to China will achieve its 5% GDP growth target remain, EM Index. UEM’s portfolio composition will therefore strong operational performance being reported from a 31 March 2025 at 1.5%, despite the persistent especially as relations between China and the US be very different to that of the MSCI EM Index. number of the Brazilian investee companies. inflationary pressures being witnessed in the wider continue to worsen and trade tariffs escalate. market. The Board regularly assesses the Company's Revenue and Dividends service providers and their fees. MSCI EM Sector Index total returns (GBP adjusted) UEM’s revenue earnings per share (“EPS”) increased Bank Debt | from 31 March 2020 to 31 March 2025 | | | | by 12.7% to 9.95p in the year to 31 March 2025 and | | | --- | --- | --- | --- | --- | --- | | | 99.0% | | | the Board has consequently increased the dividend | In August 2024 UEM signed a new £50.0m multi- | | | | | | to 9.125p for the year, a rise of 6.1%. Once again the | currency loan facility agreement with Barclays Bank, | | | | | | dividend is fully covered by earnings. | following the maturity of the UEM loan facility with The | | | | 67.2% | 66.7% | | | Bank of Nova Scotia in March 2024. The increase in the aggregate level of dividends for the 51.2% year comprised a dividend of 2.15p in the first quarter As at 31 March 2025, £17.6m was drawn under the loan 44.1% 43.6% 40.8% 40.7% which was then increased to 2.325p for the next three facility, compared to nil as at 31 March 2024 and net quarters. Every year for the last ten years, UEM has gearing stood at 2.8% (31 March 2024: net cash 1.1%). 16.0% been able to increase the annual dividend per share for 9.9% 6.4% Portfolio Disclosure (2.8%) shareholders thereby joining the AIC's next generation of "dividend heroes", the only Global Emerging Markets In recent years UEM has disclosed the top thirty Information UEM NAV Financials Energy Industrials Materials Utilities Comms MSCI EM Consumer Consumer Healthcare fund to do so. Given the volatility of emerging market holdings representing approximately 70% of the technology total return Index services discretionary staples currencies and our reporting currency in Sterling, this portfolio. Going forward, to further enhance our per share Source: ICM and Bloomberg is a significant accomplishment. 6 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 7 ### Chairman’s Statement (continued) transparency and reporting, we have decided to move as it increases the NAV per share of the remaining The Company has the authority to operate a potential inception to 31 March 2025, UEM has achieved a NAV to providing disclosure of all the portfolio holdings. outstanding shares. tender facility available at the Directors’ discretion for total return of 8.8% per annum or 427.6% in aggregate, up to 12.5% of the issued share capital. The Company significantly outperforming the MSCI EM Index which This year, the Company bought back 4.3m shares, Unlisted Investments (Level 3 Investments) is reviewing the effectiveness of this facility against was up by 303.5% over that period. This is testament equivalent to 2.3% of the share capital as at 31 March Over the years UEM has invested in unlisted other potential options with its advisers, to the extent to the skill and experience of the Portfolio Managers, 2024 at an average price of 221.36p per share and a businesses with investment size always being modest. required as a further tool for proactive discount and the breadth and quality of the support from total cost of £9.6m. The share buyback has contributed As at 31 March 2025, the value of level 3 investments management. Any changes to this will be announced in the ICM research team. Furthermore, the Portfolio to 0.4% of UEM’s total return as at 31 March 2025. Since was £13.4m, representing 2.7% of the total portfolio, due course. Managers are as enthusiastic about the potential for inception, the Company has bought back 90.5m shares, down from £23.1m as at 31 March 2024. The reduction the portfolio as they were in 2005, if not more, given equating to £173.8m, over 30% of the current fund size. Audit Tender is primarily due to the decrease in valuation of Petalite the opportunities they are seeing. of £6.5m, as the electric vehicle sector continues to 2026 Continuation Vote In February 2025, it was announced that, following Outlook face valuation weakness. Further details are provided a formal tender process, BDO LLP ("BDO") has been UEM’s Articles of Association provide that a in the Investment Managers' report. appointed as the Company's auditor for the financial Navigating through all the political noise is likely to continuation vote is put to shareholders every five year ended 31 March 2025, replacing KPMG LLP. be the biggest headwind, with market risk premiums The primary focus for UEM has historically been, and years. The continuation vote was passed at the AGM remaining high until there is more certainty on the continues to be, on listed investments. In response held in 2021 and since that time, UEM’s performance BDO's appointment as auditors for the following direction of US growth and US interest rates. President to investor feedback and in consideration of the has been strong, with NAV total returns in the four financial year will be subject to shareholder approval at Trump’s obsession with tariffs will potentially weaken fact that investment funds with substantial unlisted years ended 31 March 2025 amounting to 6.5% per the forthcoming AGM. the US Dollar further. While this should be positive holdings often trade at higher discounts to NAV, the annum, compared to a reduction in the MSCI EM Index for EM, the President’s actions will likely be limited by Board Composition Board and the Investment Managers have agreed that of -0.3% per annum over that period. Shareholders will the US bond market acting as a brake, in light of the no new unlisted investments will be made, except in therefore have further opportunities to vote on the As previously announced, I took on the role of potentially higher cost of borrowing and US debt to exceptional circumstances. continuation of the Company at the AGM in 2026 and Chairman following the retirement of John Rennocks on GDP now over 120%. every fifth AGM thereafter. 31 December 2024, with Isabel Liu assuming the role of Share Buybacks Senior Independent Director. I would like to thank John Geopolitical pressures will also remain high in both the Having recently taken over as Chairman, I have met Over the year to 31 March 2025, UEM’s discount has for all his hard work and dedication to the Company Russia-Ukraine conflict and the Middle East. Relations with a number of the largest shareholders during the continued, albeit narrowing from 19.3% as at 31 March over his nine years as a Director and Chairman. between China and the US appear to be marginally last six months and I intend to continue engagement. 2024 to 16.0% as at 31 March 2025. This is above thawing post the President’s U-turn on tariffs; although If there are any shareholders who would like to meet In September 2024, Nadya Wells was appointed as a where the Board would like to see the discount. The they have a long way to go, with the relationship likely with me, please contact the Company’s brokers. The non-executive Director bringing a wealth of experience Company therefore has taken a number of proactive to remain highly volatile with neither nation willing to Board greatly values the views of all shareholders and in investment management, EM and investment measures including increased marketing and buying concede. will take them into account. Shareholders can contact companies. Nadya has taken on the role of Chair of back shares for cancellation, benefitting shareholders me through the contact page on UEM’s website UEM's Management Engagement Committee. Emerging markets are expected to be well placed as www.uemtrust.co.uk. they should be able to capitalise on this dislocation in As usual, all the Directors will stand for reappointment the markets. It is already clear that foreign investors at the forthcoming AGM on 16 September 2025. Currency Movements vs Sterling are beginning to look for alternatives to the US to All the Directors continue to invest their net fees each invest, which can only be positive for the rest of the from 31 March 2024 to 31 March 2025 quarter in the shares of the Company. world. With EM valuations remaining relatively cheap, these markets are likely to benefit from increasing Joint Portfolio Managers investor demand playing very well to our core We were pleased to announce in January 2025 that investment thesis. The defensive nature of UEM’s ICM had appointed Jacqueline Broers as joint portfolio infrastructure and utilities portfolio benefitting from 105 manager alongside Charles Jillings. Jacqueline, global infrastructure megatrends, coupled with the 100 previously deputy portfolio manager, joined ICM disciplined stock selection of the manager, should 95 in 2010 and has been involved in the management ensure UEM continues to deliver long term returns to of UEM since that time. Charles has been portfolio shareholders with an attractive dividend income. 90 manager since UEM’s IPO in 2005. 85 Mark Bridgeman 20th Anniversary 80 Chairman UEM was first listed on 20 July 2005 making this 75 | | | | | | | | year its 20th anniversary as a public company. Since | 13 June 2025 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Mar 24 | | | Jun 24 Sep 24 Dec 24 Mar 25 | | | | | | | | | | Brazilian Real | | Romanian Leu | Hong Kong Dollar | | | | | | | 8 \| | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | | | | | | | \| 9 | | | | Philippine Peso | | Indian Rupee | Chinese Renminbi | | | | | | Rebased to 100 as at 31 March 2024 | | | | | | Source: Bloomberg | | | | ## Distribution of Total Assets Investment Portfolio ### as at 31 March 2025 as at 31 March 2025 Sector Investment Exposure Name Megatrend Value %* Name Megatrend Value %* ₤'000s ₤'000s 25.0% | | Brazil 108,013 21.8 | | China (including Hong Kong) 62,306 12.6 | | | --- | --- | --- | --- | --- | | | Sabesp | 23,459 4.7 | KunLun Energy | 13,429 2.7 | | 19.8 | Orizon Valorizacao de Residuos | 20,000 4.0 | SUNeVision Holdings | 13,317 2.7 | 20.0% Alupar Investimento 17,911 3.6 Anhui Expressway 6,930 1.4 17.5 Eletrobras 12,053 2.4 Shanghai International Airport 5,837 1.2 15.6 15.0 15.0% Serena Energia 11,717 2.4 China Gas Holdings 4,230 0.8 13.6 Ocean Wilsons Holdings 10,709 2.2 Tencent Holdings 3,290 0.7 11.7 Rumo 5,971 1.2 UEM (HK) Limited 3,272 0.7 10.6 9.5 | 10.0% | | | | 9.4 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | JSL | 3,747 0.8 | Full Truck Alliance | 3,012 0.6 | | | | | | | BRZ Infra Portos | 2,446 0.5 | Alibaba Group Holding | 3,004 0.6 | | | 6.4 | 6.4 | 6.3 | | | | | | 6.2 5.8 | | | | | | | China Resources Gas Group | 2,287 0.5 | | --- | --- | --- | --- | --- | --- | --- | --- | | 5.1 | | 5.2 | | | | | | | | 4.7 | | 4.94.8 | 4.9 | 4.9 | | | 5.0% 3.9 4.0 3.8 Emerging Europe (including UK) 72,349 14.6 Beijing-Shanghai High Speed 1,488 0.3 Railway | | | | | | | | Inpost | 13,960 2.8 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | Citic Telecom International | 1,427 0.3 | | | | | | | | | TAV Havalimanlari Holding | 10,699 2.2 | | | | 0.0% | | | | | | | | | CTF Services | 783 0.1 | | | Electricity | Water | | TelecomAirports LogisticsPortsData Services | | Road and RailOtherRenewablesGasInfrastructure | | | | | | | | | | | | | Piraeus Port Authority | 7,985 1.6 | | | | | | and | and Digital | | Investment | | | | | | | | | Waste | Infrastructure | | Funds | | | | | | | | | | | | | | Telelink Business Services | 7,376 1.5 | | | Vietnam 49,086 9.9 | 2024 | 2025 | | | | | | --- | --- | --- | --- | --- | --- | | | | Athens International Airport | 6,355 1.3 | | | | | | | | FPT Corporation | 23,109 4.7 | | | | CTP | 5,662 1.1 | | | | | | | | VinaCapital Vietnam Opportunity | 12,219 2.5 | | | | Petalite | 3,583 0.7 | Fund | | Geographical Investment Exposure | | | | | Vietnam Holding | 5,854 1.2 | | --- | --- | --- | --- | --- | --- | | | | EBP Holdings | 3, 211 0.7 | | | | | 2025 2024 | | | Airports Corporation of Vietnam | 4,605 0.9 | | | | Public Power Corporation | 2,551 0.5 | | | | Brazil | 21.8% 25.8% | | | | | | | | | | Sai Gon Cargo Service | 3,299 0.6 | | | | Athens Water Supply & Sewage | 2,535 0.5 | | | | Emerging Europe (including UK) | 14.6% 16.7% | | | Corporation | | | China (including Hong Kong) | 12.6% 11.0% | TTS Transport Trade Services | 2,330 0.5 | | | | Vietnam | 9.9% 9.3% | Enerjisa Enerji | 2,164 0.4 | | | The Philippines 46,719 9.4 | The Philippines | 9.4% 6.8% | | | | | | --- | --- | --- | --- | --- | --- | | | | Ignitis Grupe | 1,998 0.4 | International Container Terminal | 24,342 4.9 | | Middle East / Africa | 8.7% 6.0% | | | Services | | | | | Pitch Hero Holdings | 1,940 0.4 | | | | India | 6.2% 7.7% | | | Manila Water Company | 18,645 3.8 | | Colombia | 4.3% 2.6% | | | Converge Information and | 3,732 0.7 | Communications Technology | Chile | 4.2% 4.8% | * % of total investment | | --- | --- | --- | | Other Asia Pacific | 3.5% 3.3% | | | Other Latam | 2.4% 3.2% | Megatrends Key | | South Korea | 2.4% 2.8% | | Energy Growth and Transition Social Infrastructure Digital Infrastructure Global Trade Source: ICM 10 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 11 ### Investment Portfolio (continued) ## Performance Since Inception ### (20 July 2005) | | | | | | | NAV Annual Compound | NAV Total Return | Share Price Total Return | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Name Megatrend Value | | %* | Name Megatrend Value | | %* | | | | | | ₤'000s | | | ₤'000s | | Total Return* | Per Share* | Per Share* | | Middle East/Africa 43,091 8.7 | | | Other Asia Pacific 17,358 3.5 | | | | | | | Umeme | 11,859 2.4 | | MyEG Services | 4,576 0.9 | | 8.8% | 427.6% | 363.1% | | Sonatel | 9,560 1.9 | | Medikaloka Hermina | 3,815 0.8 | | | | | | Nilesat | 5,862 1.2 | | Pertamina Geothermal Energy | 3,766 0.7 | | | | | | | | | | | | 90.5m Shares | Dividends Per Share Increased | Dividends Paid | | | | | | | | Bought Back | from 1.50p to | Cumulative | | Helios Towers | 5,654 1.2 | | JSC Kaspi | 3,480 0.7 | | | | | | OQ Gas Networks | 4,093 0.8 | | Conversant Solutions | 1,375 0.3 | | | | | | | | | | | | £173.8m | 9.125p | £254.3m | | Kenya Electricity Generating | 3,595 0.7 | | Starpharma Holdings | 346 0.1 | | | | | Company Ooredoo QSC 2,468 0.5 * See Alternative Performance Measures on pages 92 to 94 Other Latam 12,082 2.4 ASUR 3,644 0.7 India 30,694 6.2 | | | Grupo Traxion | 3,348 0.7 | | --- | --- | --- | --- | | IndiGrid Infrastructure Trust | 18,328 3.7 | | | | | | Pampa Energia | 2,860 0.6 | | Adani Ports & Special Economic | 4,824 1.0 | | | Zone Corporacion Inmobiliaria Vesta 2,230 0.4 Powergrid Infrastructure 4,509 0.9 NAV and Share Price Performance Since Inception (Pence) Investment Trust from 20 July 2005 to 31 March 2025 Azure Power Energy 1,656 0.3 South Korea 11,729 2.4 NHPC 1,377 0.3 KINX 11,729 2.4 550 500 450 Colombia 21,145 4.3 Total Portfolio 495,154 100.0 400 Corp Financiera Colombiana 7,74 6 1.6 350 Interconexion Electrica 7,153 1.5 300 Celsia 4,101 0.8 250 Aris Gold 2,145 0.4 200 150 100 Chile 20,582 4.2 50 | Aguas Andinas | 12,568 2.6 | | | | | | 201920182017201620152014201320122011201020092008200720062005 | 2021 2022 2023 | 2024 | 20252020 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | NAV total return | | Share price total return | | MSCI EM | | MSCI EM Utilities | | | | Holding Bursatil Regional | 8,014 1.6 | | | | | | | | | | | | | per share | 1 | per share | 1 | total return Index | | 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 * % of total investment Megatrends Key Energy Growth and Transition Social Infrastructure Digital Infrastructure Global Trade 12 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 13 ## Ten Year Performance Investment Managers’ Report ### to 31 March 2025 Dividends Per Share (Pence) Revenue Earnings Per Ordinary Share (Pence) stronger than expected US economic data continued to be reported as the year went on. Nevertheless, 9.5 10.0 during the 2024 calendar year, three interest rate cuts were eventually delivered. Now with Trump 2.0 being 8.5 8.0 rolled out, any further rate cuts into 2025 are being called into question given elevated tariff uncertainty 7.5 6.0 and its potential impact on inflation and global GDP. 4.0 How relations between the two nations of the US and 6.5 China will be normalised is also difficult to see. China, with its export led economy, has been battling a host | 5.5 | 2.0 | Charles Jillings | Jacqueline Broers | | | --- | --- | --- | --- | --- | | | | Investment Manager | Investment Manager | of internal challenges since the Covid-19 pandemic. | | 4.5 | | | | GDP growth is slowing, consumer confidence is at | 0.0 20232022202120202019201820172016 2024 2025 20232022202120202019201820172016 2024 2025 all-time lows, deflationary concerns linger and the real For the year ended 31 March 2025, UEM’s NAV total estate market, once the engine room of China’s growth return was down by 2.9% underperforming the story, continues to struggle. The People’s Bank of China MSCI EM total return Index which increased by 5.7%. and the National People’s Congress announced half However, as reported in the Chairman's Statement, hearted stimulus policies during the year, which led to over the three and five years UEM’s NAV total Investment Purchases and Realisations (£m) Portfolio Progression (£m) and Number short term uplifts in the market, but until relations with return increased by 11.8% and 67.2%, significantly of Holdings the US stabilise, the outlook for the Chinese economy outperforming the MSCI EM Index which was up by will remain uncertain. 6.3% and by 40.8% respectively. Since inception, UEM's 300 700 One moment during the year that was ‘game changing’ NAV total return was 427.6% compared to the MSCI EM | | | 92 | 87 92 | 88 | 79 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 600 | | | | | | | for China and perhaps puts us into a new era of | | 250 | | | | | | 81 | Index which was 303.5%. | | 72 73 500 weakened ‘US exceptionalism’ was the launch of 200 86 81 Investment Environment DeepSeek’s reasoning model in January 2025. The 400 150 Chinese AI startup has been able to demonstrate In the year to 31 March 2025, the increase in economic 300 capabilities that can rival US technology companies at 100 and political uncertainty has heightened and 200 a fraction of the cost and therefore questions the US dominated the investment landscape. We have seen 50 leadership in this area. 100 a year where over half the world’s population went to 0 0 the electoral ballot and inflation in most countries has One region that has been able to sit under the radar 20232022202120202019201820172016 2024 2025 20232022202120202019201820172016 2024 2025 eased although geopolitical pressures have increased. of President Trump’s pronouncements has been Latin | | | | | | During the year, UEM has continued to stay focused on | America (except Mexico) and in particular Brazil, given | | --- | --- | --- | --- | --- | --- | --- | | Purchases | Realisations | Largest investment | Value of 2–10 | Value of 11–20 | | | | | | | | | its bottom-up investment approach and not become | it maintains a more balanced trade relationship with | Value of 21–40 Value of 41 and over distracted by the top down “noise”. the US. However, Brazil this year has faced a number of domestic challenges despite strong GDP growth Source: ICM Over the last twelve months, there were several (approximately 3.0% for the third year in a row) and significant global elections for UEM, such as those in low unemployment levels. Fiscal concerns continue to Mexico, India, Indonesia and the US. The inauguration weigh heavily on investors’ minds with President Lula in January 2025 of President Trump into the US White unable to provide confidence to the market that he will House has further fuelled market uncertainty resulting ## UEM invests primarily in companies and sectors respect fiscal spending limits, resulting in the Brazilian in gyrating volatile trade policies, raised equity risk Real depreciating 14.5% this year and Brazilian premia and elevated geopolitical tensions, making it a interest rates surging to nearly 15%. The Bovespa ## displaying the characteristics of essential services challenging investment backdrop. was subsequently down 13.0%. Despite the strong The election of President Trump with his commitment operational performance of a number of the Brazilian ## ormonopolies,benefittingfromEMstructural to tariffs and potential expansionary federal policy has companies in UEM's portfolio, this FX exposure has also called into question the direction of US interest unfortunately impacted overall performance during ## growth drivers accelerated by global infrastructure rate cuts. The year started with a sense of optimism the year since Brazil constitutes 21.8% of the total that US interest rates would be reduced based on portfolio as at 31 March 2025. ## and utilities megatrends. expectations that inflationary pressure would weaken (therefore benefitting EM), only to be short lived as 14 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 15 ### Investment Managers’ Report (continued) investment plans as they strive to meet their targets UEM’s exposure to this segment has reduced during operator’s controlling shareholder received an offer for universal access to water and sanitation, as well the year by 6.2% primarily due to the exit of Power Grid from CMA CGM to sell its interest which UEM took the as ambitions to consolidate the fragmented domestic Corporation of India. This position was exited as the opportunity to sell into. markets in which they operate, providing a sustainable valuation became elevated. Powergrid Infrastructure International Container Terminal Services, the growth opportunity. Since these types of investments Investment Trust was also reduced during the year Philippines listed container port operator and UEM's are fundamental to the foundations of an emerging and Petalite’s valuation was written down (see further largest holding, is one company that has been able market economy and typically are domestically details in the level 3 investments section below). to capitalise on the changing global trade landscape focused, they are operationally sheltered from the Digital Infrastructure – investors’ attention over and continues to be able to navigate through the macro and geopolitical turbulence that is currently the past year has been increasingly focused towards AI headwinds. With its 32 container port terminals in 19 being witnessed globally. and its potential to disrupt and reshape the practises countries, predominately located in EM, it has been Further, we see continued development of many EM of many businesses. The announcement by DeepSeek able to deliver both operationally and financially, Aguas Andinas (Chile) countries, both in terms of GDP per capita growth and in January 2025 of its latest model, DeepSeek R1, to primarily as it has a diversified portfolio of origin and positive demographics, resulting in increasing levels rival existing AI Large Language model providers at destination port assets that are benefitting from being of urbanisation and the growth of the middle class. a fraction of the cost has been a catalyst in changing located in burgeoning markets. Over the year, its share There remain a number of uncertainties in the Both of these factors require support from social the AI balance of power away from the US which has price increased by 11.6%. current market, both economic as well as geopolitical, infrastructure as populations demand better quality historically dominated this space, as well causing the although such conditions are providing UEM with many services and infrastructure. TAV Havalimanları Holding, Portfolio Stock Positioning and Contribution market to reevaluate the hardware requirements interesting investment opportunities. At an investee the Turkish listed airport operator, benefitted from this for these tasks. China’s technology companies and As at 31 March 2025, UEM gross assets decreased to company level, it is encouraging to see that many of trend during the year, with passenger growth up 11.5% political leadership have swiftly embraced new AI £497.4m (31 March 2024: £522.9m). This reflects the the companies continue to navigate the choppy waters and leading to its local share price increasing by 36.0%. ambitions. Digital infrastructure supports such rapid portfolio losses of £29.0m, share buy backs during the well and we believe they will continue to deliver over | | | growth, providing infrastructure to help deliver this | year of £9.6m and offset in part by an increase in loans | | --- | --- | --- | --- | | the long term. | Energy Growth and Transition – continues to | | | | | | transformation. | of £17.5m. | be an important segment within the portfolio at 25.6% Portfolio Focus (31 March 2024: 31.8%) as investment into energy One such investment within the portfolio is SUNeVision. At the year end, the top ten investments accounted infrastructure remains fundamental for EM countries It is a Hong Kong leading data centre operator, with for 37.7% (31 March 2024: 35.4%) with the top thirty During the year UEM remained focused on bottom- to support and sustain stronger GDP growth over eight data centres and two cable landing stations, well holdings accounting for 73.7% of the total portfolio up investing in emerging market infrastructure and the long term. It also enables EM countries to work located as the major regional hub for data hosting and (31 March 2024: 70.9%). utilities companies which are well placed to benefit towards achieving net zero and a decarbonisation of being the leading interconnection point in Asia. The from the global infrastructure megatrends. Regardless During the year, UEM invested £11.6m in Sabesp, their energy matrix. Sadly in today’s world another stock continues to be well placed as Hong Kong has of the macro volatility and geopolitical noise, such the Brazilian water sanitation company, more than dimension is now also coming into play, namely energy data centre capacity constraints and its share price has megatrends remain fundamental in light of the doubling its position. Sabesp is now a turnaround security and independence. Energy security has increased by 169.7% during the year. infrastructure investment required for both today’s story after the Sao Paulo state government reduced become even more important with the heightened needs and tomorrow’s innovation. Within UEM, digital infrastructure has increased to its holding and a well-known respected operator geopolitical tensions in the Middle East and the Social Infrastructure – has increased in UEM’s 25.0% of the total portfolio (31 March 2024: 21.8%). Equatorial became a significant shareholder. Within ongoing Russia/Ukraine War. This has resulted in portfolio this year contributing 32.2% (31 March 2024: Part of this increase has come from the ongoing strong the social infrastructure sector, a further £4.4m was countries looking to enhance their own energy security 24.9%), as it is very apparent that many EM still lack performance of FPT Corporation, the Vietnamese invested in Manila Water with the position growing and energy independence to safeguard supply as well adequate essential basic social infrastructure such technology and telecommunications company, whose further as a result of its share price increasing by as mitigate pricing volatility from fossil fuels. as water sanitation and waste treatment that are a share price increased by 18.8% over the year, and 40.5% over the year. An additional investment of £4.3m UEM therefore continues to favour those assets that Sonatel, a West African telecoms operator, up by 39.9%. was also made into Athens International Airport based necessity for everyday life. Many of the investment support energy transition, security and independence. on attractive valuation and a positive outlook, whilst opportunities in this area address these fundamental Global Trade – despite all the recent tariff turmoil Investment into electricity transmission companies TAV Havalimanlari Holding also saw net investment of issues. we believe that global trade will continue to have such as Alupar Investimento, a transmission and £2.4m. Within the energy growth and transition sector, In the year to 31 March 2025, UEM increased its relative winners and losers. The increasingly multipolar, generation company in Brazil; IndiGrid, a transmission IndiGrid Infrastructure Trust saw a further £3.7m position in two water sanitation companies, Sabesp deglobalised world that we are currently witnessing and investment trust in India; and Interconexión Eléctrica, investment and an additional investment of £3.4m was (Brazil) and Manila Water (The Philippines), whose the reshaping of the competitive trading environment a Colombian energy transmission company, support made in Serena Energia, a renewable energy company share prices were up over the year by 20.4% and are presenting opportunities as well as challenges. this approach. All these companies have certainty over listed in Brazil. 40.8% respectively. Both companies are benefitting future cash generation given the structure of their Global trade represents 17.2% of UEM’s portfolio as from improved regulatory environments, providing an Outside the top thirty, capitalising on the digital transmission concessions, as well as offering growth at 31 March 2025, a reduction of 4.3% on the prior attractive level of return. This encourages continued infrastructure megatrend, £4.9m was invested in opportunities since they continue to look for new year. One of the drivers of this reduction was the exit investment and efficient operations, which translates to MyEG Services, the Malaysian e-government services transmission projects which are critical to support the from Santos Brasil, the Brazilian listed container port stable and predictable cash flows for UEM as investors. provider, alongside UEM increasing its position by rapid growth of renewable energy. operator near Sao Paulo. In August 2024, the port In addition, both companies still have significant capital 16 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 17 ### Investment Managers’ Report (continued) £4.6m in Helios Towers, the African and Middle Total Return Contribution to NAV Revenue Return Capital Return East towers operator. UEM also invested £4.9m into Revenue income increased marginally to £23.8m in The portfolio losses were £29.0m during the year to Medikaloka Hermina, an Indonesian hospital operator, the year to 31 March 2025, from £23.1m in the prior 31 March 2025 (31 March 2024: gains of £46.8m). Losses a social infrastructure megatrend investment. year, with the revenue yield on the closing portfolio on foreign exchange were £0.6m and the resultant total As noted previously, UEM exited Santos Brasil and increasing to 4.8% from 4.5% as at 31 March 2024. loss was £29.6m against prior year gains of £47.4m. Power Grid Corporation of India during the year Management fees and other expenses decreased 7.9% Management and administration fees were almost flat realising £21.3m and £8.5m respectively. UEM also to £3.1m in the year to 31 March 2025 (31 March 2024: at £4.3m (31 March 2024: £4.4m). exited its position in China Datang receiving £7.8m £3.4m). This reflects decreases in audit fees, and whilst reducing its position in another Chinese Finance costs decreased to £0.8m from £1.3m as a management and administration fees. Loans were company, Citic Telecom by £7.2m. UEM exited its result of the lower loans drawn in the year. There was a drawn from September 2024 under the new Barclays position in Engie Energia Chile, in light of its relatively taxation charge of £0.8m (31 March 2024: £1.4m) which loan facility and therefore finance costs decreased to high valuation, realising £6.9m. arose from Indian capital gains tax. The net effect £0.2m (31 March 2024: £0.3m). Taxation reduced 6.3% of the above was a loss on capital return of £35.4m On a total contribution to NAV basis, the top five to £1.8m during the year ended 31 March 2025 (31 compared to a gain of £40.4m for 31 March 2024. contributors were SUNeVision (1.7%), Manila Water March 2024: £2.0m) reflecting dividends received from (1.1%), Aguas Andinas (0.6%), Sonatel (0.6%) and countries with lower withholding tax rates. Investment Outlook International Container Terminal Services (0.6%) As a result of the above, profit for the year increased Global uncertainties and volatility are likely to continue amounting to 4.6% of UEM’s performance for the year. by 7.3% to £18.7m from £17.4m for 31 March 2024. but within this we see significant opportunities for SUNeVision benefitted from its exposure to the Revenue earnings per share increased by 12.7% to value creation with our careful bottom-up approach to digital infrastructure megatrend and AI exposure 9.95p compared to the prior year of 8.83p, reflecting investments in EM that benefit from infrastructure and with its share price up 169.7%, whilst Manila Water’s the improvement in profit and the reduced average utilities megatrends. We therefore continue to remain companies. Grupo Traxion’s share price was down by share price increased by 40.5% over the period number of shares in issue following share buybacks. highly confident that the investment strategy is well 48.9% over the period affected by concerns around and continues to be well placed to capitalise on the Dividends per share ("DPS") of 9.125p were fully placed to continue its 20 year track record of long term nearshoring. The Mexican Peso also depreciated additional infrastructure spend required to improve covered by earnings. outperformance. against Sterling 20.5%. KINX’s share price decline of the Philippines water sector. Aguas Andinas, the 24.5% for the year was disappointing, reflecting the Retained revenue reserves rose to £12.0m as at Chilean listed water company, gained from a long delay in completion of its new data centre capacity. 31 March 2025, equal to 6.44p per share. overdue tariff increase and an improvement in Chilean Charles Jillings & Jacqueline Broers market sentiment in the run up to the election due ICM Investment Management Limited Unlisted Investments (Level 3 Investments) to be held in November 2025. Sonatel’s share price and ICM Limited As at 31 March 2025, UEM ended the year with level 3 appreciated by 39.9% due to strong growth in 4G investments totalling £13.4m (31 March 2024: £23.1m), 13 June 2025 mobile data, fibre broadband and mobile money representing 2.7% of total investments (31 March 2024: customers. Finally, International Container Terminal 4.5%). UEM’s level 3 investments reduced mainly as a Services, while being the top contributor to UEM’s result of the reduction in valuation of Petalite by £6.5m performance in March 2024, was once again in the and a further realisation of £1.0m from CGN Capital top five as it continues to deliver strong operational Partners Infra Fund 3, held through UEM (HK) Limited. performance and remains relatively attractively valued. Petalite continues to make steady progress, with the The bottom five contributors which reduced UEM’s company raising £10.0m in a Series A fund raise at the NAV performance by 5.4% were Petalite (1.5%), JSL SUNeVision Holdings 1.7% end of the year. However, the market remains tough, (1.3%), KINX (0.9%), Grupo Traxion (0.9%) and Serena Manila Water Company 1.1% with comparable listed entities in the electric vehicle Energia (0.8%). Petalite was the biggest detractor sector continuing to see falling valuations (around 50% as UEM reduced down the carrying value based on Aguas Andinas 0.6% over the year) which was reflected in the Series A fund the latest external fund raising price. JSL and Serena raising price. UEM did not invest any new money and it Energia, both Brazilian listed companies, saw their Sonatel 0.6% has therefore reduced its investment valuation in line share prices fall during the period by 59.4% and 18.2% International Container Terminal Services 0.6% with this price, leading to an equity value of £3.6m as at respectively. Their weak share price performance 31 March 2025. | was exacerbated further by the depreciation of the | (0.8)% | Serena Energia | | | --- | --- | --- | --- | | Brazilian Real to Sterling, as noted earlier, of 14.5%. | | | As noted in the Chairman’s Statement, UEM’s focus | | | (0.9)% | Grupo Traxion | | | Both these companies, despite reasonable operational | | | is primarily on listed investments and new unlisted | | performance over the period, were affected by low | | | investments will only be made in exceptional | | | (0.9)% | KINX | | | levels of investor demand for Brazilian small cap | | | circumstances. | Orizon Valorizacao de Residuos (Brazil) | | (1.3)% | | JSL | | | --- | --- | --- | --- | --- | | | 18 | \| Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | | \| 19 | | (1.5)% | | | Petalite | | Source: ICM ## Investment Approach ICM is a long term investor and typically operates decisions. ICM typically does not participate in either ## ICM works to create value by harnessing our experience and focused portfolios with narrow investment remits. an IPO or an auction unless there is compelling value. ## ICM has several dedicated research teams who have expertise to generate and grow strong relationships with UEM seeks to leverage ICM’s investment abilities to deep knowledge and understanding in their specific ## both identify and make investments across a range our stakeholders sectors, which improves the ability to source and make of industries within the EM sector. New investments compelling investments. ICM has approximately We are focused on creating sustainable long term value for our shareholders and supporting the broader usually offer an attractive valuation with strong risk/ USD 1.2bn of assets directly under management. community through our: return expectations at the time of investment. ICM looks to exploit market and pricing opportunities When reviewing investment opportunities, as part of Values and concentrates on absolute performance. The the investment process ICM will look to understand the investments are not market index driven and the ICM’s origins date back to 1988 and our organisation has evolved with offices now spanning the material ESG factors. investment portfolio comprises a series of bottom-up globe. We are focused on our values of: • Independence and Integrity • Excellence • Creativity and Innovation • Accountability ## ICM incorporates ESG factors into the Team ## investment process in ## three key ways: We are proud of the diverse and inclusive environment our teams 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 ### Understanding Engagement United Nations-supported Principles of Responsible Investment emphasises our commitment to integrating ESG factors into our investment decision making process. ### Integration Financial Strong balance sheet and disciplined capital allocation drives sustainable growth and shareholder value. In-depth analysis of the key Incorporate the output of the Engage with investee companies issues that face potential and ‘Understanding’ component into on the key issues on a regular basis, Platforms current holdings, as well as a the full company analysis to ensure both virtually and on location, where deep understanding of the a clear and complete picture of possible, to discuss and identify industry in which they operate. the investment opportunity is any gaps in their ESG policies to Technology, digital and analytics enable our investment platforms to deliver growth for our obtained. further develop and improve their shareholders. ESG disclosure and implementation. 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. For over a decade, ICM and its stakeholders have contributed over USD 22.3m to not-for-profit and community organisations. 20 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 21 ## ESG Spotlight Holdings Overview ### 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 32. Where companies in the portfolio are assessed as having insufficient 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. ### Manila Water is the largest private water Eletrobras is a leader in the generation ### utility in the Philippines, operating and transmission of electricity in the ### across the entire water value chain. country and has contributed to making ### the Brazilian energy mix one of the ESG Analysis: ### cleanest and most renewable in the Historically, years of underinvestment in infrastructure ### world. needed to support a growing population, coupled with climate change and extreme weather events like ESG Analysis: El Niño, have intensified water stress and scarcity in the region. Manila Water plays a vital role in mitigating Eletrobras is Brazil’s largest power generator, providing these challenges by managing water sources, 22% of the country’s installed capacity and operating treatment, transmission, distribution and sanitation nearly 37% of its main transmission network. To reduce services. the environmental impact of its operations, Eletrobras Alupar Investimento (Brazil) actively supports biodiversity, reforestation and ICM ESG Conclusion: environmental education; efforts that have earned The Value of the The Value of the The Value of the Thirty The Total Number national recognition. Access to clean water underpins health, education, Ten Largest Holdings Twenty Largest Largest Holdings of Companies Included economic participation and community resilience. ICM ESG Conclusion: Represents Holdings Represents Represents in the Portfolio is Manila Water’s services are thus critical to societal | well-being. As climate risks intensify and water scarcity | Eletrobras plays a central role in Brazil’s clean energy | | | | | | --- | --- | --- | --- | --- | --- | | increases, Manila Water is well positioned to meet | transition and promotes social progress through | | | | | | | | 37.6% | 60.1% | 73.7% | 73 | | these challenges and support long term sustainability | initiatives like Luz para Todos, which expands energy | | | | | | | | of Total Investments | of Total Investments | of Total Investments | (2024: 72) | | in the communities it serves. | access and supports the development of local | | | | | | | | (2024: 35.4%) | (2024: 55.6%) | (2024: 70.9%) | | employment. With strong ESG foundations, Eletrobras is well positioned to capitalise on rising demand for green energy. The value of convertible securities represents 0.0% (2024: 0.0%) of the portfolio. The value of fixed income securities represents 1.6% (2024: 2.6%) of the portfolio. 22 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 23 ## Ten Largest Holdings Strategic Report Mega- Value % of total Company Country Sector trend £’000s investment Global port management company in the business The of acquiring, developing, managing and operating Ports 24,342 4.9 Philippines container ports and terminals worldwide. Water and sewage service provider in the state of Water and Sao Paulo. Ranked as the third largest sanitation Brazil 23,459 4.7 Waste company globally by population served. Technology and telecommunications company, Data Services providing IT services to large multinationals globally, Vietnam and Digital 23,109 4.7 and to the public sector and enterprise customers Infrastructure domestically. Waste management operator with 17 landfills, | across 12 states in Brazil including waste | | Water and | | | --- | --- | --- | --- | | | Brazil | | 20,000 4.0 | | processing, biogas/biomethane generation, | | Waste | | recycling, waste to energy and carbon credits. Largest publicly listed water company in the Philippines, providing water supply and The Water and 18,645 3.8 wastewater services to a population of over 12m Philippines Waste people. Infrastructure investment trust which has a portfolio of 52 electricity transmission lines of India Electricity 18,328 3.7 9,060km total circuit length and 15 substations. Holding company for electricity transmission and renewable assets in Brazil, Peru and Colombia. Concession rights to 42 transmission assets, Brazil Electricity 17,911 3.6 7,141km is operational and 2,438km is under construction. E-commerce logistics infrastructure company with operations in Poland, France and UK. Focused on TAV Havalimanlari Holding (Turkey) last mile parcel delivery operating automated parcel Poland Logistics 13,960 2.8 machine delivery, to-door delivery and fulfilment services. Principal Activity setting investment policy and risk guidelines, together Chinese gas distributor operating 288 city gas with investment limits. UEM carries on business as an investment trust and its projects across Mainland China and serving over China Gas 13,429 2.7 16m customers, with a focus on industrial gas principal activity is portfolio investment. ICMIM, an English incorporated company authorised supply. and regulated by the Financial Conduct Authority Largest data centre operator in Hong Kong, with 8 Data Services Investment Objective (“FCA”) as an alternative investment fund manager data centres and 2 cable landing stations spread China and Digital 13,317 2.7 UEM’s objective is to provide long term total return (“AIFM”) pursuant to the AIFM Regulations, is the across Hong Kong. Infrastructure through a flexible investment policy that permits it to Company’s AIFM and joint portfolio manager alongside Total Top Ten 186,500 37.6 make investments predominantly in infrastructure, ICM. The investment team responsible for the Megatrends Key utility and related sectors, mainly in EM. management of the portfolio is headed by Charles Jillings and Jacqueline Broers. Energy Growth and Transition Social Infrastructure Digital Infrastructure Global Trade 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 24 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 25 ## Strategic Report (continued) and Computershare Investor Services which acts as registrar. ICMIM has also been appointed Company Secretary. ### Investment Policy UEM's investment policy is flexible and its investments include (but are not limited to) water, sewerage, waste, electricity, gas, telecommunications, ports, airports, service companies, rail, roads, any business with essential service or monopolistic characteristics and any new infrastructure or utilities which may arise mainly in EM. The Company may also invest in businesses which supply services to, or otherwise support, the infrastructure, utility and related sectors. The Company focuses on the under-developed and developing markets of Asia, Latin America, Emerging Europe and Africa but has the flexibility to invest in markets worldwide. The Company generally seeks to invest in emerging market countries where the Directors believe that there are attributes such as political stability, economic development, an acceptable legal framework and an encouraging attitude to foreign investment. The Company has the flexibility to invest in shares, bonds, convertibles and other types of securities, including non-investment grade bonds and to invest in unlisted securities. The Company may also use derivative instruments such as American Depository Receipts, promissory notes, foreign currency hedges, interest rate hedges, contracts for difference, financial futures, call and put options, warrants and similar instruments for investment purposes and efficient portfolio management, including protecting the Company's portfolio and Statement of Financial Position from major corrections and reducing, transferring or eliminating investment risks in its investments. These investments will be long term in nature. ### Investment Restrictions The Board has prescribed the following limits on the investment policy, all of which are at the time of investment unless otherwise stated: - Investments in unquoted and untraded investments in aggregate must not exceed 10.0% of gross assets at the time of investment; - No single investment may exceed 20.0% of gross assets at the time of investment; - Investments other than in infrastructure, utility and related companies must not exceed 20.0% of gross assets at the time of investment; - Investments in a single country must not exceed 50.0% of gross assets at the time of investment (and for these purposes investments will be considered to have been made in the countries where the relevant investee company reports that it carries out its business operations, as determined on a look-through basis); - Not more than 10.0% in aggregate of the value of the total assets of the Company at the time the investment is made will be invested in other closed-ended investment funds which are listed on the Official List (except to the extent that those investment funds have stated investment policies to invest no more than 15.0% of their total assets in other investment companies which are listed on the Official List); and - Regardless of the investment policy of other closed-ended investment funds listed on the Official List and which are invested in by the Company, the Company shall not invest in such funds more than 15.0% in aggregate of the value of the total assets of the Company at the time the investment is made. The above limits only apply at the time the investment is made and the Company will not be required to realise any assets or rebalance the portfolio where any limit is exceeded as a result of any increases or decreases in the valuation of the particular assets which occurs after the investment is made, but no further relevant assets may be acquired or loans made by the Company until the relevant limit can again be complied with. ### Borrowing and Gearing Policy UEM may use bank borrowings for short term liquidity purposes. In addition, the Board may gear the Company by borrowing on a longer-term basis for investment purposes. The Board has set a current limit on gearing (being total borrowings measured against gross assets) not exceeding 25% at the time of drawdown. Borrowings may be drawn down in Sterling, US Dollars or any currency for which there are corresponding assets within the portfolio (at the time of drawdown the value drawn must not exceed the value of the relevant assets in the portfolio). The Company has a £50.0m committed multicurrency revolving facility with Barclays Bank plc. Further details on the Company's loan facility are set out in note 13 to the accounts. ### Investment Approach UEM seeks to identify and invest in undervalued investments predominantly in the infrastructure and utility sectors, mainly in EM. The Investment Managers aim to identify securities where underlying value and growth prospects are not reflected in the market price. This is often as a result of strong growth drivers, but can include changes in regulation, technology, market motivation, potential for financial engineering, competition or shareholder indifference. The Company seeks to minimise risk by investing mainly in companies and sectors displaying the characteristics of essential services or monopolies such as utilities, transportation infrastructure, communications or companies with a unique product or market position. Most investee companies are asset-backed, have sustainable cash flows and offer good dividend yields. UEM generally seeks to invest in companies with strong management who have the potential to grow their business and who have an appreciation of, and ability to manage, risk. UEM believes it is generally appropriate to support investee companies with their capital requirements while at the same time maintaining an active and constructive shareholder approach through encouraging a review of capital structures and business efficiencies. The Investment Managers maintain regular contact with the investee companies and UEM is often among the largest international shareholders. The Company aims to maximise value for shareholders by holding a relatively concentrated portfolio of securities and investing through instruments appropriate to the particular situation. In the past, UEM has been prepared to hold investments in unlisted securities when the attractiveness of the investment justifies the risks and lower liquidity associated with 26 | Utilico Emerging Markets Trust plc ## Strategic Report (continued) 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 92 to 94. | Year ended 31 March | 2025 | 2024 | | --- | --- | --- | | NAV total return per share (%) | (2.9) | 12.8 | | MSCI EM total return Index (GBP adjusted) (%) | 5.7 | 5.8 | | Share price (pence) | 216.00 | 221.00 | | Discount to NAV (%) | (16.0) | (19.3) | | Percentage of issued shares bought back during the year (based on opening share capital) (%) | 2.3 | 5.6 | | Revenue earnings per share (pence) | 9.95 | 8.83 | | Dividends per share (pence) | 9.125 | 8.60 | | Ongoing charges figure (%) | 1.5 | 1.5 | A graph showing the NAV total return performance compared to the MSCI EM total return Index, can be found on page 4. The ten-year record on page 95 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 15.9% to 22.4% and an average discount of 18.4%. 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 4,347,112 shares were bought back and cancelled during the year, representing 2.3% 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 one quarterly dividend of 2.15p per share and three quarterly dividends, each of 2.325p per share, in respect of the year ended 31 March 2025. The fourth quarterly dividend will be paid on 27 June 2025 to shareholders on the register on 6 June 2025. The total dividend for the year was 9.125p per share (2024: 8.60p 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 2025 was 1.5% (2024: 1.5%). This ratio is sensitive to the size of the Company, as well as the level of costs. ### Principal and Emerging Risks During the year ended 31 March 2025, 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 and emerging 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 discussed and monitored a number of emerging risks that could potentially impact the Company, the principal ones being geopolitical risk and climate change risk and these are considered within investment risk and market risk below. The principal risks and uncertainties currently faced by the Company and the controls and actions to mitigate ### Key Risk Factors #### Investment Risk The risk that the investment strategy does not achieve long-term positive total returns for the Company's shareholders. Insufficient consideration of ESG factors could lead to poor performance and/or a reduction in demand for the Company's shares. The Board monitors the performance to ensure that the approved investment is in a good way. These guidelines include section 1. The investment process employs a number of economic and market conditions. Fundamental analysis forms the information on an emphasis on sound balance. The dividends, good asset bases and the investment conditions are considered when selecting and investing in EM are also associated with ensuring that the Company's performance in investment process aims to achieve the approach and the Board monitors the process with the Investment Manager. #### Market Risk The Company's assets consist mainly of listed securities and its principal risks are therefore market related and adverse market conditions could lead to a fall in NAV. The Company's portfolio is expected to be a key. Adverse market conditions may be a potential change, geopolitical change, and economic epidemics. At each Board meeting, the company's assets are associated with asset allocation, stock selection, and asset investment restrictions and investment management. The Company's results are reported in foreign currencies and are related to a fall or rise in the Company's share price. The Board and the Investment Managers are not responsible for the return to shareholders. It is difficult to #### Key Staff Risk Loss by the Investment Managers of key staff could affect investment returns. The quality of the investment management is not a major factor in the performance. There are training and the remuneration package. The Company also has a large team with share capital. The team are considered by the Board and the Investment Managers. #### Discount Risk The Company's shares may trade at a discount to their NAV and a widening discount may undermine investor confidence in the Company. The Board monitors the price of the company's shares. It is not discussed on reducing the discount. The share price of shares for cancellation in normal cases is 10% and the investment 28 | Utilico Emerging Markets Trust plc Strategic Report (continued) | Operational Risk | | | --- | --- | | **Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Company and could affect the ability of the Company to successfully pursue its investment policy.** | The Company's main service providers are listed on page 91. The Audit & Risk Committee monitors the performance and controls (including business continuity procedures) of the service providers at regular intervals. All listed and a number of unlisted investments are held in custody for the Company by JPMorgan Chase Bank N.A. - London Branch, JPMEL, the Company's depository services provider, also monitors the movement of cash and assets across the Company's accounts. The Audit & Risk Committee reviews the JPMorgan system and organisation controls reports, which are reported on by Independent Service Auditors, in relation to its administration, custodial and information technology services. 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 should enhance total return where the return on the Company's underlying securities is rising and exceeds the cost of borrowing, it will have the opposite effect where the underlying return is falling.** | Gearing levels may change from time to time in accordance with the Board and Investment Managers' assessment of risk and reward. As at 31 March 2025, LCM had net gearing on net assets of 2.8% ICMM monitors compliance with the banking covenants on a daily basis. The Board reviews compliance with the banking covenants at each Board meeting. | | Regulatory Risk | | | **Failure to comply with applicable legal and regulatory requirements such as the tax 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.** | The Investment Managers and the Company's professional advisers monitor developments in relevant cases and regulations and provide regular reports to the Board in respect of the Company's compliance. | # Viability Statement The Board makes an assessment of the longer-term prospects of the Company beyond the timeframe envisaged under the going concern basis of accounting, having regard to the Company's current position and the principal risks it faces. The Company is a long term investment vehicle and the Board believes that it is appropriate to assess the Company's viability over a long term horizon. For the purposes of assessing the Company's prospects in accordance with provision 31 of the UK Corporate Governance Code, the Board considers that assessing the Company's prospects over a period of five years is appropriate given the nature of the Company, reflecting the long term strategy of the Company and is in line with the five-yearly cycle of the Company's continuation vote. In its assessment of the viability of the Company, the Board has considered each of the Company's principal risks and uncertainties detailed above, as well as the impact of a significant fall in the EM equity markets on the value of the Company's investment portfolio. All of the key operations required by the Company are outsourced to third party providers and it is considered that alternative providers could be engaged at relatively short notice, if necessary. The Directors have also considered the Company's income and expenditure projections and the fact that the Company's operating expenses comprise a very small percentage of net assets while the majority of the Company's investments comprise readily realisable securities which can be sold to meet funding requirements, if necessary. The next opportunity for shareholders to vote on the continuation of the Company will be at the AGM expected to be held in September 2026. As part of this assessment the Board considered a number of stress tests and scenarios which considered the impact of severe stock market and currency volatility on shareholders' funds over a five-year period. Initially, the Company's projections were adjusted to reflect a material reduction in the value of its investments in line with that experienced during the emergence of the Covid-19 pandemic in the first quarter of 2020. The first stress test considered a fall in markets of 30% in the first year with recovery of 10% per annum thereafter. A second test considered a fall in markets of 30% and adverse Sterling movement, the Company's reporting currency, of 10% in the first year with a further fall in markets of 20% in the second year and no movement thereafter. The results demonstrated the impact on the Company's NAV, its expenses, and its ability to meet its liabilities over that period. As a result of this analysis and assuming the five yearly continuation vote is passed at the 2026 AGM, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years. # Section 172 Statement Under Section 172 of the Companies Act 2006, the Directors have a duty to promote the success of the Company for the benefit of its members as a whole. This includes having regard (amongst other matters) to fostering relationships with the Company's stakeholders and maintaining a reputation for high standards of business conduct. As an externally managed investment trust, the Company has no employees, customers, operations or premises. Therefore, the Company's key stakeholders (other than its shareholders) are considered to be its service providers, including lenders. The need to promote business relationships with the service 30 | Utilico Emerging Markets Trust plc ### Strategic Report (continued) help inform the Board when considering how best to of ESG issues forms part of the integrated research best first step. Where necessary, the Investment the SECR regulations and therefore is not required to promote the success of the Company for the benefit of analysis, decision-making and ongoing monitoring. Managers will question and challenge an investee disclose energy and carbon information. all shareholders over the long term. company’s management team directly to ensure a full The Investment Managers believe that “G” is the Bribery Act understanding of any challenges and opportunities. In addition to ensuring that the Company’s stated core foundation on which all else is built, as strong The Company has a zero tolerance policy towards investment objective was being pursued, the Directors governance within a company ensures that minority Given the Investment Managers are long term investors, bribery and is committed to carrying out business fairly, confirm that they have considered Section 172 factors shareholder interests are aligned with other engagement with management teams is and will remain honestly and openly. The Investment Managers also when making decisions, including in relation to: shareholders, management and stakeholders. The paramount to the investment approach. On behalf of adopt a zero tolerance approach and have policies and Investment Managers’ “G” assessment therefore UEM as shareholder, the Investment Managers seek to • the entry into the Company’s new multicurrency procedures in place to prevent bribery. includes questions covering shareholders’ rights, engage with investee companies, where appropriate, to revolving facility in August 2024; transparency and related parties, as well as audit and encourage the incorporation of stronger ESG principles Criminal Finances Act • the Board succession planning in advance of accounting, board composition and effectiveness, and to vote in a considered manner (including against John Rennocks retiring as Chairman on The Company has a commitment to zero tolerance executive oversight and compensation. Each area is resolutions) to support positive change. As referred 31 December 2024, including Mark Bridgeman towards the criminal facilitation of tax evasion. assessed and weighted, and the Investment Managers to above, the Investment Managers believe that and Isabel Liu assuming the roles of Chairman and then apply an aggregated weighting towards “G” in governance factors are fundamental to an investment. Social, Human Rights And Community Matters Senior Independent Director respectively at that line with the strong empirical evidence linking robust ICM is a signatory to the United Nations-supported time, and the appointment of Nadya Wells to the corporate governance and performance. As an externally managed investment trust, the Principles for Responsible Investment, which is an Board in September 2024, following a search and Company does not have any employees or maintain any The “E” and “S” are also focal points for the Investment international network of investors working together to selection process managed by an external search premises. It therefore has no material, direct impact on Managers, as assessing key environmental and social implement its six aspirational principles. The Investment firm; the environment or any particular community and the risks are essential to a long term sustainable business Managers believe that good stewardship is essential Company itself has no environmental, human rights, • the appointment of BDO LLP as the Company’s model. The Investment Managers identify the most and these principles align with their philosophy to social or community policies. The Board however notes auditor, following a formal tender process, material “E” and “S” risks that are believed to affect protect and increase the value of their investments. the Investment Managers’ policy statement in respect of replacing KPMG LLP; and each sector and companies are then assessed against responsible investing, as outlined on page 32. Modern Slavery Act each risk. The results from this analysis feed into an • the repurchase of the Company’s shares, in line “E” and “S” score for each company reflecting, for each Due to the nature of the Company’s business, being Outlook with the Board’s policy to buy back shares for material risk, whether suitable/sustainable plans are in a company that does not offer goods and services to cancellation in normal market conditions if they The Board’s main focus is on the achievement of the place, how clear the company has been in disclosing its customers, the Board considers that it is not within the are trading at a discount in excess of 10%. Company’s objective of delivering a long term total approach and how well it is doing against its objective scope of the Modern Slavery Act 2015 because it has return and the future of the Company is dependent Responsible Investment Policy to manage such risk. no turnover. The Company is therefore not required upon the success of its investment strategy. The to make a slavery and human trafficking statement. The Board believes that it is in the shareholders’ Where a portfolio company is assessed as having a outlook for the Company is discussed in the Chairman’s In any event, the Board considers the Company’s interests to consider ESG factors when selecting and relatively low “E”, “S” and/or “G” score, ICM may engage Statement and the main trends and factors likely to supply chains, dealing predominantly with professional retaining investments, and has asked the Investment with the company, where appropriate, to encourage affect the future development, performance and advisers and service providers in the financial services Managers to take these into account when investing. improvements over time. ESG considerations provide position of the Company’s business can be found in the industry, to be low risk in relation to this matter. The concept of responsible investing has always been a way to identify and review the long term drivers of Investment Managers’ Report. a core component of the investment process and the an investment that are not found within the financial Gender Diversity This Strategic Report was approved by the Board of Investment Managers employ a disciplined investment accounts, thereby enabling the Investment Managers to Directors on 13 June 2025. The Board currently consists of two male directors and process that seeks to both uncover opportunities fully question a company’s investment potential from a two female directors. The Company has no employees and evaluate potential risks, while striving for the number of perspectives. Examples of ESG progress on and therefore there is nothing further to report in best possible return outcomes. When reviewing any two portfolio companies are set out on page 22. By order of the Board respect of gender representation within the Company. investment opportunity, the Investment Managers look Where possible, the Investment Managers aim to ICM Investment Management Limited The Company’s policy on diversity is detailed in the to understand the relevant ESG issues in conjunction visit companies to access an in-person opportunity Company Secretary Corporate Governance Statement on pages 46 and 47. with the financial, macro and political drivers as part of to ask management teams what they perceive to their investment process, populating an internally built 13 June 2025 be the key operational, social and environmental Greenhouse Gas Emissions and Streamlined ESG framework due to lack of appropriate coverage issues, as well as a chance to see assets operating Energy and Carbon Reporting ("SECR") from external providers. Relevant and material ESG first-hand. ESG disclosures are not always easy to All the Company’s activities are outsourced to third opportunities and risks can meaningfully affect understand given they may not be openly reported parties. The Company therefore has no greenhouse gas investment performance, therefore the consideration or consistently disclosed. The Investment Managers emissions to report from its operations. In addition, the believe that engaging with companies directly is the Company considers itself to be a low energy user under 32 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 33 ## Investment Managers and Team ICMIM, a company authorised and regulated by The Investment Managers are focused on finding Senior core team assisting on UEM include: the FCA, was the Company’s AIFM during the year investments at valuations that do not reflect their true ended 31 March 2025 with sole responsibility for long term value. Their investment approach is to have Eduardo Greca, Head of Latin America, joined ICM in 2010 and initially worked in the UK risk management, subject to the overall policies, a deep understanding of the business fundamentals before moving to Brazil in 2012, where he is now based. During this period he spent two years supervision, review and control of the Board and is of each investment and its environment versus its in Colombia, gaining deeper insight into the Latin American market. Prior to joining ICM, he joint portfolio manager of the Company, alongside ICM. intrinsic value. The Investment Managers are long term worked for the commodities risk management team at Kraft Foods. He is a CFA Charterholder investors. and a member of the CFA Society in Brazil. ### ICM has approximately USD 1.2bn of assets directly under management. ICM has ### over80staffbasedinofficesinBermuda,Brazil,CapeTown,Dublin,London,Seoul, Mark Lebbell, Senior Equity Analyst, has been involved in the running of UEM since its ### Singapore, Sydney, Vancouver and Wellington. inception and before that was involved with Utilico Investment Trust plc and The Special Utilities Investment Trust PLC since 2000. He is focused on the Digital Infrastructure sector ### ICM’s global investment teams are led by Charles Jillings and Duncan Saville with worldwide with particular emphasis on EM. He is an associate member of the Institute of ### Charles Jillings and Jacqueline Broers being the joint portfolio managers of UEM. Engineering and Technology. Charles Jillings George Velikov, Head of Europe, Middle East and Africa (“EMEA”), joined ICM in 2018. He Charles Jillings, a director of ICM and chief executive of ICMIM, is joint portfolio oversees EMEA equity investments and leads equity research in Central and Eastern Europe, manager of UEM. He qualified as a chartered accountant and has extensive Middle East, North Africa and Central Asia. Prior to joining ICM, he spent two years as an experience in corporate finance and asset management. He is an experienced investment graduate analyst for Zurich UK. He is a CFA Charterholder and is a member of the director having previously been a non-executive director in the financial services, CFA Society of the UK. water and waste sectors. He is currently a director of Somers Limited and Waverton Investment Management Limited. Jacqueline Broers Company Secretary – ICM Investment Management Limited Jacqueline Broers is joint portfolio manager of UEM. She has been involved in the running of UEM since September 2010, being appointed deputy portfolio manager Alastair Moreton, a chartered accountant, joined the team in 2017 to provide company in 2021 and joint portfolio manager at the start of 2025. She is a qualified chartered secretarial services to UEM and UIL Limited. He has over thirty years’ experience in accountant and, prior to joining the investment team, worked in the corporate corporate finance with Samuel Montagu, HSBC, Arbuthnot Securities and, prior to joining finance team at Lehman Brothers and Nomura. 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. 34 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 35 # Directors # Directors' Report ## Mark Bridgeman (Chairman) Mark Bridgeman joined the Board in 2021 and was appointed Chairman from the start of 2025. 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 is UEM's Senior Independent Director and Chair of the Remuneration Committee. 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 Lang 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 Chair of UEM's Audit & Risk Committee. He has spent most of his career in financial services including merchant and commercial banking, insurance, investment management and as a pension fund trustee. He was a senior executive at Lloyds Banking Group and for 12 years chair of the investment committee of the £25.0bn Lloyds Bank Pension Scheme. He has been chair or deputy chair of several other large pension schemes and chair of the audit and risk committee of a substantial investment management group. Mr Stobart is a chartered accountant with an MBA from London Business School. ## Nadya Wells Nadya Wells joined the Board in 2024 and is Chair of UEM's Management Engagement Committee. 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 Apax Global Alpha Limited and unlisted SICAVs in Luxembourg managed by Aberdeen and M&G. She has an MBA from INSEAD. The Directors present the Annual Report and Accounts of the Company for the year ended 31 March 2025. ## Status of the Company UEM was incorporated on 7 December 2017. On 3 April 2018, as a result of the proposals to redomicle 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 in the closed ended investment funds category of the Official List of the Financial Conduct Authority and traded on the London Stock Exchange's Main Market for listed securities. 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 ICMM, an English incorporated company which is regulated by the FCA, as its AIFM, with sole responsibility for risk management and ICM and ICMM 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 All the Directors are independent and are members of the Audit & Risk Committee, Remuneration Committee and Management Engagement Committee 36 | Utilico Emerging Markets Trust plc ## Directors' Report (continued) ### 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, ICMM 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 ICMM 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 2025, 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 ICMM 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 27 September 2024 and a dividend of 2.325p per share was paid on 19 December 2024 and 28 March 2025. A dividend of 2.325p per share was declared on 23 May 2025 and will be paid on 27 June 2025. ### 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 ("NMPI") 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 43 to 48, forms part of this Directors' Report. 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 36. 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. ### 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 51. 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 the ### Shares As Co-sha pre Co-sha se rig ### The At a ter in gro 10 pe mu pu wo co ex Th the Lin the ag an 38 | Utilco Emerging Markets Trust plc ### Directors’ Report (continued) Continuation of the Company All new shareholders entered onto the share register, The business of the AGM consists of 13 resolutions. excluding those whose shares are held in CREST, will be Resolutions 1 to 11 (inclusive) will be proposed as UEM has been established with an unlimited life sent a certification form for the purposes of collecting ordinary resolutions and resolutions 12 and 13 will be although the Company’s Articles of Association provide this information. proposed as special resolutions. for a continuation vote to be put to shareholders every five years. The continuation vote was passed at the Ordinary Resolution 1 – Annual Report and Audit Information and Auditor AGM held in 2021 and shareholders will therefore have Financial Statements As required by section 418 of the Companies Act 2006, further opportunities to vote on the continuation of the This resolution seeks shareholder approval to receive the Directors who held office at the date of approval of Company in 2026 and every fifth AGM thereafter. the report of the Directors and financial statements for this Directors’ Report confirm that, so far as they are the year ended 31 March 2025 and the auditor’s report Substantial Share Interests aware, there is no relevant audit information of which thereon. the Company’s auditor is unaware; and each Director As at 11 June 2025 (the latest practicable date prior Ordinary Resolution 2 – Approval of the Directors’ has taken all the steps that they ought to have taken as to finalising this report), the Company had received Remuneration Policy a Director to make themselves aware of any relevant notification of the following holdings of voting rights: audit information and to establish that the Company’s This resolution is to approve the Directors’ Number of auditor is aware of that information. Anhui Expressway (China) Remuneration Policy which, if passed, will be effective shares with immediate effect and will apply until it is next put held % held Listing Rule 6.6.1R to shareholders for approval, which must be at intervals City of London Investment 27,330,181 14.8 There are no instances where the Company is required of not more than three years. Resolution 5 relates to the re-election of Mr Mark Management Company to make disclosures in respect of Listing Rule 6.6.1R Limited Bridgeman. Mr Bridgeman’s experience in the Ordinary Resolution 3 – Approval of the Directors’ (information to be included in annual report and investment management industry and with other Lazard Asset Management 18,737,825 10.1 Remuneration Report accounts). LLC investment funds means that he brings significant This resolution is an advisory vote on the Directors’ expertise in investment matters to his role on the Rathbone Investment 10,728,364 5.8 Greenhouse Gas Emissions | Management Limited | | Remuneration Report. | Board. His focus is on long-term strategic issues, which | | --- | --- | --- | --- | | | The disclosures on page 33 of the Strategic Report | | are key topics of Board discussion | | Saba Capital Management, LP 10,669,975 5.8 | | Ordinary Resolution 4 – Approval of the Company’s | | regarding greenhouse gas emissions, energy 1607 Capital Partners, LLC 10,589,512 5.7 dividend policy Resolution 6 relates to the re-election of Ms Isabel Liu. consumption and energy efficiency are incorporated Ameriprise Financial, Inc. 10,127,839 5.5 Ms Liu’s long career in infrastructure investing brings into this report by reference. This resolution seeks shareholder approval of the in-depth knowledge and expertise in such matters to UIL Limited 9,273,087 5.0 Company’s dividend policy to pay four interim her role as Director. Articles of Association dividends per year. Under the Company’s Articles of Association, the Board is authorised to approve the Resolution 7 relates to the re-election of Mr Eric The Common Reporting Standard Any amendments to the Company’s Articles of payment of interim dividends without the need for Stobart. Mr Stobart has extensive accounting Association must be made by special resolution. Tax legislation under The OECD (Organisation for the prior approval of the Company’s shareholders. knowledge and many years of experience of audit and Economic Co-operation and Development) Common Annual General Meeting Having regard to corporate governance best practice risk committees in the financial services sector. He Reporting Standard for Automatic Exchange of relating to the payment of interim dividends without therefore brings this strong background and skills to his The following information to be discussed at the Financial Account Information (the “Common Reporting the approval of a final dividend by a company’s role as the Company’s Audit & Risk Committee Chair. forthcoming AGM is important and requires your Standard”) was introduced on 1 January 2016. The shareholders, the Board has decided to seek express immediate attention. If you are in any doubt about the legislation requires an investment trust company to Resolution 8 relates to the re-election of Ms Nadya approval from shareholders of its dividend policy to pay action you should take, you should seek advice from provide personal information to HMRC about investors Wells. Ms Wells brings to the Board a wealth of four interim dividends per year. If this resolution is not your stockbroker, bank manager, solicitor, accountant or who purchase shares. The Company is required to experience in investment management, emerging passed, it is the intention of the Board to refrain from other financial adviser authorised under the Financial provide information annually on the tax residences of markets and investment companies. authorising any further interim dividends until such Services and Markets Act 2000 (as amended). a number of non-UK based certificated shareholders. time as the Company’s dividend policy is approved by Ordinary Resolutions 9 and 10 – Appointment of the HMRC may in turn exchange the information with the If you have sold or transferred all of your shares in the its shareholders. external Auditor and the Auditor’s Remuneration tax authorities of another country or countries in which Company, you should pass this document, together the shareholder may be tax resident, where those Ordinary Resolutions 5 to 8 (inclusive) – Re-election These resolutions relate to the appointment and with any other accompanying documents including the countries (or tax authorities in those countries) have of the Directors remuneration of the Company’s auditor. The Company, form of proxy, at once to the purchaser or transferee, entered into agreements to exchange financial account through its Audit & Risk Committee, has considered or to the stockbroker, bank or other agent through The biographies of the Directors are set out on page 36 information. the independence and objectivity of the external whom the sale or transfer was effected, for onward and are incorporated into this report by reference. auditor and is satisfied that the proposed auditor is transmission to the purchaser or transferee. 40 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 41 ### Directors’ Report (continued) ## Corporate Governance Statement independent. Further information in relation to the to be in shareholders’ interests and as a means of The Company‘s Corporate Governance for good governance lies with the Board. The Board assessment of the existing auditor’s independence can correcting any imbalance between supply and demand Framework considers the practice of good governance to be an be found in the report of the Audit & Risk Committee. for the Company’s shares. 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 Resolutions relating to the following items of special The Directors are seeking authority to purchase up board of directors of a company protects shareholders’ reporting, transparency and business integrity. business will be proposed at the forthcoming AGM: to 27,500,000 ordinary shares (being approximately interests and by which it seeks to enhance shareholder 14.99% of the issued ordinary share capital (excluding value. Shareholders hold the directors responsible The governance framework of the Company reflects Ordinary Resolution 11 – Authority to allot shares treasury shares) as at the date of the Notice of the for the stewardship of a company’s affairs, delegating the fact that, as an investment company, it has no full- The Directors may only allot shares for cash if AGM). This authority, unless renewed at an earlier authority and responsibility to the directors to time employees and outsources its activities to third authorised to do so by shareholders in a general general meeting, will expire at the conclusion of the manage the company on their behalf and holding party service providers. meeting. This resolution seeks authority for the next AGM of the Company to be held in 2026. them accountable for its performance. Responsibility Directors to allot shares for cash up to an aggregate Any shares purchased pursuant to this resolution nominal amount of £184,000, which is equivalent to shall be cancelled immediately upon completion of 18,400,000 ordinary shares of 1p each and represents ### the purchase or held, sold, transferred or otherwise The Board approximately 10% of the Company’s issued ordinary dealt with as treasury shares in accordance with the share capital (excluding treasury shares) as at the date provisions of the Companies Act 2006. Four Non-Executive Directors (NEDS) of the Notice of the AGM. This resolution will expire at the conclusion of the next AGM of the Company to be Chairman: Mark Bridgeman Recommendation Senior Independent Director: IsabelLiu held in 2026 unless renewed prior to that date at an The Board considers that each of the resolutions to be earlier general meeting. proposed at the AGM is likely to promote the success Key Objectives: Special Resolution 12 – Authority to disapply pre- of the Company for the benefit of its members as a emption rights whole and is in the best interests of the Company and • To set strategy, values • To provide leadership within • To constructively challenge its shareholders as a whole. The Directors unanimously and standards; a framework of prudent and scrutinise performance By law, Directors require specific authority from recommend that shareholders vote in favour of all the and effective controls which of all outsourced activities. shareholders before allotting new shares or selling resolutions as they intend to do in respect of their own enable risk to be assessed shares out of treasury for cash without first offering beneficial holdings. and managed; and them to existing shareholders in proportion to their holdings. This resolution empowers the Directors By order of the Board to allot new shares for cash or to sell shares held by Alastair Moreton the Company in treasury, otherwise than to existing Management Audit & Risk Nomination Remuneration For and on behalf of shareholders on a pro rata basis, up to an aggregate Engagement Committee Committee Committee ICM Investment Management Limited nominal amount of £184,000 which is equivalent to Committee Company Secretary 18,400,000 ordinary shares of 1p each and represents All NEDs All NEDs The Board as a whole All NEDs approximately 10% of the Company’s issued ordinary 13 June 2025 performs this function share capital (excluding treasury shares) as at the Chair: Chair: Chair: date of the Notice of the AGM. Any such sale of shares Eric Stobart Nadya Wells IsabelLiu would only be made at prices greater than NAV and would therefore increase the assets underlying each Key Objective: Key Objectives: Key Objectives: Key Objective: share. This resolution will expire at the conclusion | of the next AGM of the Company to be held in 2026 | • To oversee the financial | • To review the | • To regularly review the | • To set the remuneration | | --- | --- | --- | --- | --- | | unless renewed prior to that date at an earlier general | reporting and control | performance of the | Board’s structure and | policy for the Directors of | | meeting. | environment. | Investment Managers | composition; and | the Company. | and the Administrator; Special Resolution 13 – Authority to buy back shares • To consider any new and appointments. This resolution seeks to renew the authority granted • To review the to the Directors enabling the Company to purchase performance of other its own shares. The Directors will only consider service providers. repurchasing shares in the market if they believe it 42 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 43 ### Corporate Governance Statement (continued) The AIC Code of Corporate Governance of the Audit & Risk Committee, as permitted by the AIC During the year, none of the Directors took on any significant new commitments or appointments. All of the Code. Directors consider that they have sufficient time to discharge their duties. 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 There were four Board meetings, three Audit & Risk Committee meetings, one Management Engagement Corporate Governance Code (the “UK Code”) issued by principles of the AIC Code and the UK Code is set out Committee meeting and one Remuneration Committee meeting held during the year ended 31 March 2025 and the the Financial Reporting Council (“FRC”) in January 2024. below. attendance by the Directors was as follows: However, it is recognised that investment companies The Board Management have special circumstances which have an impact Audit & Risk Engagement Remuneration on their governance arrangements. An investment The Board is responsible to shareholders for the Board Committee Committee Committee company typically has no employees and the roles of overall stewardship of the Company. A formal schedule Number of meetings held during the year 4 3 1 1 portfolio management, administration, accounting and of matters reserved for the decision of the Board has John Rennocks 3/3 2/2 1 1 company secretarial tend to be outsourced to a third been adopted. Investment policy and strategy are party. The AIC has therefore drawn up its own set of Mark Bridgeman 4 3 1 1 determined by the Board and it is also responsible for guidelines known as the AIC Corporate Governance the gearing policy, dividend policy, public documents, Isabel Liu 4 3 1 1 Code (the “AIC Code”) issued in August 2024, which such as the Annual Report and Financial Statements, Eric Stobart 4 3 1 1 recognises the nature of investment companies by the buy-back policy and corporate governance Nadya Wells 3/3 2/2 0/0 0/0 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 Apart from the meetings detailed above, there were a Managers, the Administrator and the other service timely access to relevant information. confirmed that companies which report against the number of meetings held by committees of the Board providers to be good. The Board meets at least quarterly, with additional AIC Code will be meeting their obligations in relation to to approve the declaration of quarterly dividends and Board and Committee meetings being held on an ad Remuneration Committee the UK Code and paragraph LR6.6.6 of the FCA’s Listing other ad hoc items. hoc basis to consider particular issues as they arise. Rules. The Board believes that reporting against the The Remuneration Committee, which is chaired by Key representatives of the Investment Managers Audit & Risk Committee principles and recommendations of the AIC Code will Ms Liu, comprises all the Directors of the Company. attend each meeting and between these meetings provide better information to shareholders. The Audit & Risk Committee comprises all the Directors Further details are provided in the Directors’ there is regular contact with the Investment Managers. of the Company and is chaired by Mr Stobart. Further Remuneration Report starting on page 49. The UK Code is available from the FRC’s website at Two board meetings a year are usually held in details of the Audit & Risk Committee are provided in www.frc.org.uk. The AIC Code is available from the countries where the Company holds investments Internal Controls its report starting on page 52. Association of Investment Companies’ website at and, as part of its monitoring and risk management The Directors acknowledge that they are responsible www.theaic.co.uk. responsibilities, the Board will meet with investee Management Engagement Committee for ensuring that the Company maintains a sound companies and local experts. | Compliance with the AIC Code | | The Management Engagement Committee, which is | system of internal financial and non-financial controls | | --- | --- | --- | --- | | | The Board has direct access to the advice and | | (“internal controls”) to safeguard shareholders’ | | During the year ended 31 March 2025, the Company | | chaired by Ms Wells, comprises all the Directors of the | | | | services of the company secretary, who is an | | investments and the Company’s assets. | | complied with the recommendations of the AIC Code | | Company and meets at least once a year. | | employee of ICMIM. The company secretary, with and the relevant provisions of the UK Code, except The Company’s system of internal control is designed advice from the Company’s lawyers and financial The Investment Managers’ performance is considered those relating to: to manage rather than eliminate risk of failure to advisers, is responsible for ensuring that the Board by the Board at every meeting, with a formal evaluation achieve the Company’s investment objective and/ • the role of the chief executive; and Committee procedures are followed and that by the Management Engagement Committee annually. or adhere to the Company’s investment policy and/ applicable rules and regulations are complied with. The Board received detailed reports and views from • executive directors’ remuneration; or investment limits. The system can therefore only the Investment Managers on investment policy, asset The company secretary is also responsible to the • the need for an internal audit function; and provide reasonable and not absolute assurance allocation, gearing and risk at each Board meeting in Board for ensuring timely delivery of information against material misstatement or loss. the year ended 31 March 2025, with ad hoc market/ • membership of the Audit & Risk Committee by the and reports and that the statutory obligations of company updates if there were significant movements The Investment Managers, Administrator and Chairman of the Board. the Company are met. The company secretary is in the intervening period. Custodian maintain their own systems of internal responsible for advising the Board, through the For the reasons set out in the AIC Code and as controls and the Board and the Audit & Risk Chairman, on all governance matters. The Management Engagement Committee also explained in the UK Code, the Board considers these Committee receive regular reports from these service considers the effectiveness of the administration provisions are not relevant to the position of the There is an agreed procedure for Directors, in the providers. Company, being an externally managed investment services provided by the Investment Managers and furtherance of their duties, to take legal advice at the company. As explained in the Audit & Risk Committee Administrator and the performance of other third The effectiveness of the Company’s system of Company’s expense, having first consulted with the Report, the Chairman of the Board is also a member party service providers. In this regard the Committee internal controls, including financial, operational and Chairman. assessed the services provided by the Investment compliance and risk management systems is reviewed 44 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 45 ### Corporate Governance Statement (continued) the Board, including the balance of expertise and The Board is of the view that length of service does The Board opted to conduct performance evaluation skills brought by individual Directors. It supports the not necessarily compromise the independence or through questionnaires and discussion between principles of boardroom diversity, including gender contribution of directors of an investment company, the Directors, the Chairman and the chairs of the and ethnicity, progressive refreshing and succession where continuity and experience can add significantly Committees. This process is conducted by the planning and such matters are discussed by the Board to the strength of the Board. This is supported by the Chairman reviewing individually with each of the as a whole at least annually. views on independence expressed in the AIC Code. Directors their performance, contribution and No limit on the overall length of service of any of the commitment to the Company and the possible The Company’s policy is that the Board should Company’s Directors has been imposed. All Directors further development of skills. In addition, the Senior be comprised of directors with a diverse range of are subject to annual re-election. Independent Director reviews the performance of the skills, knowledge and experience and that any new Chairman with the other Directors, taking into account appointments should be made on the basis of merit The Board reviews succession planning at least the views of the Investment Managers. The relevant against objective criteria, including diversity. The annually. Appointments of new Directors will be made points arising from these meetings are then reported Listing Rules, requires companies to report against the on a formalised basis with the Chairman agreeing, in to, and discussed by, the Board as a whole. following three diversity targets: conjunction with the other members of the Board, a job specification and other relevant selection criteria This process has been carried out in respect of the (i) at least 40% of individuals on the board are and the methods of recruitment (where appropriate period under review and will be conducted on an women; using an external recruitment agency), selection and annual basis. The result of this period’s performance Ocean Wilsons Holdings (Brazil) (ii) at least one of the senior board positions (defined appointment. The potential Director would meet with evaluation process was that the Board, the Committees in the Listing Rules as the chair, CEO, Senior Board members prior to formal appointment. of the Board and the Directors individually were all Independent Director ("SID") and CFO) is held by a assessed to have performed satisfactorily. No follow- at least bi-annually against risk parameters approved An induction process will be undertaken, with new woman; and up actions were required. by the Board. The Board confirms that the necessary appointees to the Board being given a full briefing on actions are taken to remedy any significant failings or (iii) at least one individual on the board is from a the workings and processes of the Company and the It is not felt appropriate currently to employ the weaknesses identified from its review. No significant minority ethnic background management of the Company by the Chairman, the services of, or to incur the additional expense of, an failings or weaknesses occurred during the year ended Investment Managers, the company secretary and external third party to conduct the evaluation process As at 31 March 2025, UEM complies with all three 31 March 2025 or subsequently up to the date of this other appropriate persons. as an appropriate process is in place; this will, however, targets. report. be kept under review. All appointments are subject to subsequent The Board has chosen to align its diversity reporting Board Diversity, Appointment, Re-Election and confirmation by shareholders in general meeting. reference date with the Company’s financial year end. Relations with Shareholders Tenure As required by the Listing Rules, further details in Board, Committee and Directors’ Performance UEM welcomes the views of shareholders and The Board as a whole undertakes the responsibilities relation to the three diversity targets are set out in Appraisal places great importance on communication with which would otherwise be assumed by a nomination the tables below. The information was obtained by shareholders. All shareholders have the opportunity The Directors recognise the importance of the AIC committee. It considers the size and structure of asking each of the Directors how they wished to be to attend and vote at the Company’s AGM. The Notice Code’s recommendations in respect of evaluating categorised for the purposes of these disclosures: of AGM sets out the business of the meeting and the performance of the Board, the Committees each resolution is explained in the Directors’ Report. and individual Directors. This encompasses both In addition, the Investment Managers will review Number of senior quantitative and qualitative measures of performance Number of Percentage of positions on the Board the Company’s portfolio and performance at the including: 31 March 2025 Board Members the Board (CEO, CFO, SID, Chair) AGM, where the Directors and representatives of • attendance at meetings; the Investment Managers will be available to answer Men 2 50% 1 shareholders’ questions. Women 2 50% 1 • the independence of individual Directors; The prime medium by which the Company • the ability of Directors to make an effective communicates with shareholders is through the contribution to the Board and Committees Number of Senior half-yearly and annual financial reports, which aim to through the range and diversity of skills and Number of Percentage of Positions on the Board provide shareholders with a full understanding of the 31 March 2025 Board Members the Board (CEO, CFO, SID, Chair) experience each Director brings to their role; and Company’s activities and its results. This information is White British or other White (including • the Board’s ability to challenge the Investment supplemented by the daily publication, via a Regulatory minority-white groups) 2 50% 1 Managers’ recommendations, suggest areas Information Service, of the NAV of the Company’s Asian/Asian British 1 25% 1 of debate and set the future strategy of the shares and by monthly factsheets produced by the Not specified/prefer not to say 1 25% – Company. Investment Managers. 46 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 47 Corporate Governance Statement (continued) Shareholders can visit the Company's website: www.uemtrust.co.uk in order to access copies of half-yearly and annual financial reports, factsheets and regulatory announcements. There is a regular dialogue between the Investment Managers and institutional shareholders, including private client wealth managers, to discuss aspects of investment performance, governance and strategy and to listen to shareholder views in order to help develop an understanding of their issues and concerns. Presentations are usually made to retail shareholders and investors via the Investor Meet Company platform following the publication of the annual and half yearly results. All meetings between the Investment Managers and shareholders are reported to the Board. The Chairman, Senior Independent Director and other Directors are available to discuss any concerns with shareholders if required and shareholders may communicate with the Company at any time by writing to the Board at the Company's registered office or contacting the Company's broker. By order of the Board ICM Investment Management Limited Company Secretary 13 June 2025 Directors' Remuneration Report ![img-0.jpeg](img-0.jpeg) Isabel Liu Chair of the Remuneration Committee # Statement of the Chair As Chair of the Remuneration Committee, I am pleased to present the Directors' Remuneration Report to shareholders. The report comprises a remuneration policy, which is subject to a triennial binding shareholder vote, or sooner if an alteration to the policy is proposed, and a report on remuneration, which is subject to an annual advisory vote and will therefore be put to shareholders at the Company's forthcoming AGM. The law requires the Company's auditor to audit certain parts of the disclosures provided. Where disclosures have been audited, they are indicated as such. The auditor's opinion is included in their report starting on page 56. The Remuneration Committee is responsible for reviewing and making recommendations to the Board in respect of the fees of Directors. In line with the AIC Code, it reviews the ongoing appropriateness of the Company's remuneration policy and the individual remuneration of Directors by reference to the activities of the Company and in comparison with other companies of a similar structure and size. Any views expressed by shareholders on the fees being paid to Directors will also be taken into consideration. Following recommendations from the Remuneration Committee, the Board reviews the fees payable to the Chairman and Directors annually. There were no changes to the remuneration policy during the year. All the Directors invest the full amount of their fees (net of tax) in the shares of the Company. The review in respect of the year ending 31 March 2026 has resulted in the increases being applied to the annual fees as detailed in the table below. | Year ending 31 March | 2026 £'000s | 2025* £'000s | | --- | --- | --- | | Chairman | 55.4 | 54.0 | | Chair of the Audit & Risk Committee | 51.8 | 50.5 | | Senior Independent Director | 43.1 | 40.0 | | Directors | 41.1 | 40.0 | *Actual 48 | Utilico Emerging Markets Trust plc The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board The Board Voted A report on the in the the see on the 20 0.0 re the ### Directors’ Remuneration Report (continued) Directors’ Annual Report on Remuneration (Audited) Directors’ Beneficial Share Interests (Audited) Company Performance A single figure for the total remuneration of each Director who served during the year ended 31 March 2025 is set out The beneficial shareholdings of the Directors who Including the performance of UEM Limited, the graph in the table below. served during the year are set out below: below compares, for the ten years ended 31 March 2025, the share price total return (assuming all dividends are 2024/25 2023/24 13 June 31 March 31 March reinvested and adjusted for the exercise of warrants | 2024/25 | | | 2024/25 | Taxable | | 2024/25 | | 2023/24 | | | 2023/24 | | Taxable | | 2023/24 | | As at 31 March | 2025 | 2025 | | | 2024 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Shares | | Entitlement | | benefits | | | Total | Shares | | Entitlement | | | benefits | | | Total | | | | | | | and subscription shares) to shareholders with the MSCI | | | | | | | | | | | | | | | | | | | John Rennocks | | | 1 | | | | | | 1 | | | | 3 | | | | 1 | | | 2 | | 3 | | | | n/a 176,533 | | | 166,537 | | | 2 | Director | purchased | £ | £ | £ | purchased | £ | £ | £ | | | | | | EM total return Index. The MSCI EM total return Index | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | 2 | | 2 | | | | | | | | | | | | | Mark Bridgeman 36,894 | | 33,684 | | 22,744 | | | Mark Bridgeman 10,820 43,500 595 44,095 10,181 38,900 176 39,076 | | | | | | | | | | | | | | has been used as the Company invests across a broad | 3 Isabel Liu 46,473 46,473 35,721 spread of emerging markets. 4 Susan Hansen – – – – 8,029 18,153 1,000 19,153 4 Eric Stobart 86,250 83,000 69,750 Isabel Liu 10,752 40,000 16 40,016 12,491 38,900 – 38,900 Nadya Wells 8,130 4,760 0 John Rennocks 10,205 40,500 20 40,520 12,862 52,500 – 52,500 1 As at 31 December 2024, the date Mr Rennocks retired from the Eric Stobart 12,488 50,500 – 50,500 11,808 49,100 – 49,100 Board and including 9,277 shares held by Mrs Rennocks 5 2 In addition, Mr Bridgeman had a non-beneficial interest in 18,500 Nadya Wells 8,078 23,333 – 23,333 – – – – shares Total 52,343 197,833 631 198,464 55,371 197,553 1,176 198,729 3 The shares are held by Ms Liu's husband, Mak Lo Chiu 4 Including 5,500 shares held by Mrs Stobart 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 Appointed 1 September 2024 Relative Importance of Spend on Pay Annual Percentage Change in Directors’ Total Return Comparative Performance Remuneration The following table compares the remuneration from 31 March 2015 to 31 March 2025 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 200 2025 and the prior year. Although this disclosure is previous year. 175 a statutory requirement, the Directors consider that | | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | comparison of Directors’ remuneration with annual | | | | | | | | | | | | 150 | | | Year ended | Fees | | Fees | | Fees | | Fees | | Fees | | | | dividends and share buybacks does not provide a | 31March | | % | | % | | % | | % | | % | | 125 meaningful measure relative to the Company’s overall John Rennocks 2.9 5.0 5.0 3.5 0.0 performance as an investment company with an 100 1 Mark Bridgeman 11.8 5.1 5.1 n/a n/a objective of providing shareholders with long term 75 Isabel Liu 2.8 5.1 5.1 n/a n/a total return. Eric Stobart 2.9 5.1 5.0 3.5 0.0 50 2025 2024 Change Mar 25Mar 24Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16Mar 15 Nadya Wells n/a n/a n/a n/a n/a Year ended 31 March £’000s £’000s £’000s UEM ordinary share price total return adjusted MSCI EM total return Index (GBP adjusted) 1 Appointed Chairman on 31 December 2024 for the exercise of subscription shares Aggregate Directors’ 198 198 – emoluments Source: ICM and BloombergRebased to 100 as at 31 March 2015 Aggregate dividends 17,048 16,673 375 Aggregate share buybacks 9,624 25,397 (15,773) On behalf of the Board Isabel Liu Chair of the Remuneration Committee 13 June 2025 50 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 51 ## Audit & Risk Committee Report As Chair of the Audit & Risk Responsibilities and Review of the External Auditor and Audit Tenure provision of significant non-audit services were to Committee, I am pleased to Audit be considered, the Committee would procure such KPMG LLP (“KPMG”) had been the auditor of the present the Committee’s report services from an accountancy firm other than the During the year the principal activities of the Audit & Company since 2018 and prior to that, auditor of to shareholders for the year auditor. Non-audit fees paid to BDO amounted to £nil Risk Committee included: UEM Limited since 2012. In light of KPMG’s proposed ended 31 March 2025. for the year ended 31 March 2025 (2024: £nil to KPMG). significant increase in its audit fee, the Audit & Risk • considering and recommending to the Board for Committee decided to carry out a formal external The partner and manager of the audit team at Role and Responsibilities approval the contents of the half yearly and annual audit tender process in January 2025. Following the BDO presented their audit plan to the Committee financial statements and reviewing the external UEM has established a tender process, the Committee recommended to the in advance of the financial year end. Items of audit auditor’s report; separately chaired Audit & Board the appointment of BDO LLP (“BDO”), a firm focus were discussed, agreed and given particular Risk Committee whose duties • management of the relationship with the external with extensive experience in auditing investment attention during the audit process. BDO reported to Eric Stobart, FCA include considering and auditor, including its appointment and the Chair of the Audit & trusts, to replace KPMG. The Board accepted the the Committee on these items, their independence Risk Committee recommending to the Board evaluation of scope, execution, cost effectiveness, recommendation and a resolution to appoint BDO as and other matters. This report was considered by for approval the contents of independence and objectivity; auditor to the Company is included in the notice of the Committee and discussed with BDO and the the half yearly and annual financial statements and AGM. Investment Managers prior to approval of the annual • reviewing and approving the external auditors’ providing an opinion as to whether the annual report financial report. plan for the financial year, with a focus on The Committee has considered the independence of and accounts, taken as a whole, are fair, balanced the identification of areas of audit risk, and the auditor and the objectivity of the audit process and understandable and provide the information Members of the Committee meet in camera with the consideration of the appropriateness of the level and is satisfied that BDO has fulfilled its obligations to necessary for shareholders to assess the Company’s external auditor at least annually. of audit materiality adopted; shareholders as independent auditor to the Company. performance, business model and strategy. The Accounting Matters and Significant Areas Committee also reviews the external auditors’ • reviewing and recommending to the Board for It is the Company’s policy not to seek substantial non- report on the annual financial statements and is approval the audit and non-audit fees payable For the year ended 31 March 2025 the accounting audit services from its auditor, unless they relate to a responsible for reviewing and forming an opinion to the external auditor and the terms of its matters that were subject to specific consideration by review of the half-yearly report as the Board considers on the effectiveness of the external audit process engagement; the Audit & Risk Committee were as follows: the auditor is best placed to provide this work. If the 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 Significant Area How Addressed statements and its review of the half-yearly report; systems and standards. Value of the level 1 Actively traded level 1 investments are valued using stock exchange prices provided by third party • reviewing the efficacy of the external audit process The Audit & Risk Committee meets at least three times investments pricing vendors. The Audit & Risk Committee regularly reviews the portfolio. It also reviews the and making a recommendation to the Board with a year. Two of the planned meetings are held prior to annual internal control reports produced by the Investment Managers and Administrator which respect to the reappointment of the external detail the systems, processes and controls around the daily pricing of the securities. the Board meetings to approve the half yearly and auditor; annual results. Representatives of the Investment Value of the level 3 Investments that are classified as level 3 are valued using a variety of techniques to determine a Managers attend all meetings. • evaluation of the effectiveness of the internal 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. control and risk management systems including Composition The Committee receives detailed information on all level 3 investments and it discusses and reports received on the operational controls of the challenges the valuations with the Investment Managers. It considers market comparables and During the year ended 31 March 2025, the Audit & Company’s service providers and reports from the discusses any proposed revaluations with the Investment Managers. Risk Committee consisted of all the Directors of the Company’s depositary; Company. It is considered that there is a range of • reviewing the appropriateness of the Company’s recent and relevant financial experience amongst the The Committee reviewed the external audit plan at an early stage and concluded that the appropriate areas of audit accounting policies; and members of the Committee together with experience risk relevant to the Company had been identified and that suitable audit procedures had been put in place to obtain • monitoring developments in accounting and of the investment trust sector. reasonable assurance that the financial statements as a whole would be free of material misstatements. reporting requirements that impact on the In light of the small size of the Board and the Chairman As a result, and following a thorough review process, the Committee advised the Board it is satisfied that, taken as a Company’s compliance with relevant statutory and of the Board’s relevant experience, the Committee whole, the annual financial report for the year to 31 March 2025 is fair, balanced and understandable and provides listing requirements. considers it appropriate that he is a member. the information necessary for shareholders to assess the Company’s performance, business model and strategy. In reaching this conclusion, the Committee has assumed that the reader of the report would have a reasonable level of knowledge of the investment company industry. 52 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 53 ### Audit & Risk Committee Report (continued) ## Directors’ Statement of Responsibilities ### in respect of the Annual Report and Financial Statements External Audit, Review of its Effectiveness and Internal Controls and Risk Management The Directors are responsible for preparing the annual to assess the Company’s performance, business model Auditor Appointment report and the financial statements in accordance with and strategy. UEM’s risk assessment procedures and the way in UK adopted International Accounting Standards and The Audit & Risk Committee advises the Board on the which significant risks are managed is a key area of The Directors are responsible for ensuring the annual applicable law and regulations. appointment of the external auditor, its remuneration focus for the Audit & Risk Committee. Work here was report and the financial statements are made available for audit and non-audit work and its cost effectiveness, driven by the Committee’s assessment of the risks Company law requires the Directors to prepare on a website. Financial statements are published on independence and objectivity. arising in the Company’s operations and identification financial statements for each financial year. Under the Company’s website in accordance with legislation of the controls exercised by the Board and its that law, they are required to prepare the financial in the United Kingdom governing the preparation As part of the review of the effectiveness of the audit delegates, the Investment Managers, the Administrator statements in accordance with UK adopted and dissemination of financial statements, which process, a formal evaluation process incorporating and other service providers. These are recorded in International Accounting Standards. may vary from legislation in other jurisdictions. The views from the members of the Committee and risk matrices produced by ICMIM, as the Company’s maintenance and integrity of the Company's website relevant personnel at the Investment Managers is Under company law the Directors must not approve AIFM with responsibility for risk management, which is the responsibility of the Directors. The Directors' followed and feedback is provided to BDO. Areas the financial statements unless they are satisfied that continue to serve as an effective tool to highlight and responsibility also extends to the ongoing integrity of covered by this review include: they give a true and fair view of the state of affairs of monitor the principal and emerging risks, details of the financial statements contained therein. the Company and of its profit or loss for that period. In • the calibre of the audit firm, including reputation which are provided in the Strategic Report on pages 28 preparing these financial statements, the Directors are and industry presence; Responsibility Statement of the Directors in to 30. The Committee also received and considered, required to: Respect of the Annual Financial Report together with representatives of the Investment • the extent of quality controls including review Managers, reports in relation to the operational • select suitable accounting policies and then apply We confirm that to the best of our knowledge: processes, engagement quality control reviewer controls of the Investment Managers, Administrator them consistently; and annual reports from its regulator; • the financial statements, prepared in accordance and Custodian. These reviews identified no issues of • make judgements and accounting estimates that with the applicable set of accounting standards, • the performance of the audit team, including significance. are reasonable and prudent; give a true and fair view of the assets, liabilities, skills of individuals, specialist knowledge, partner financial position and profit or loss of the involvement, team member continuity and quality Whistleblowing Policy • state whether they have been prepared in Company; and and timeliness of audit planning and execution; accordance with UK adopted International The Audit & Risk Committee has also reviewed and Accounting Standards, subject to any material • the Chairman’s Statement, Strategic Report and • audit communication including planning, relevant accepted the ‘whistleblowing’ policy that has been put departures disclosed and explained in the financial Directors’ Report include a fair review of the accounting and regulatory developments, in place by the Investment Managers under which their statements; development and performance of the business approach to significant accounting risks, staff, in confidence, can raise concerns about possible improprieties in matters of financial reporting or other and the position of the Company, together with a communication of audit results and • prepare the financial statements on the going matters, in so far as they affect the Company. description of the principal risks and uncertainties recommendations on corporate reporting; concern basis unless it is inappropriate to that it faces. presume that the Company will continue in • ethical standards including independence and Internal Audit business; and We consider the annual report and accounts, taken integrity of the audit team, lines of communication Due to the nature of the Company, being an externally as a whole, is fair, balanced and understandable and to the Committee and partner rotation; and • prepare a Directors’ Report, a Strategic Report managed investment company with no executive provides the information necessary for shareholders and Directors’ Remuneration Report which comply • reasonableness of the audit fees. employees, the Company does not have its own to assess the Company’s position and performance, with the requirements of the Companies Act 2006. internal audit function. The Committee and the Board For the year ended 31 March 2025, the Committee is business model and strategy. have concluded that there is no current need for such The Directors are responsible for keeping adequate satisfied that the audit process was effective. Approved by the Board on 13 June 2025 and signed on a function, based on the satisfactory operation of accounting records that are sufficient to show and Resolutions proposing the appointment of BDO as its behalf by: controls within the Company’s service providers. explain the Company’s transactions and disclose with the Company’s auditor and authorising the Directors reasonable accuracy at any time the financial position to determine its remuneration will be put to the of the Company and enable them to ensure that the Mark Bridgeman shareholders at the forthcoming AGM. Eric Stobart financial statements comply with the Companies Act Chairman Chair of the Audit & Risk Committee 2006. 13 June 2025 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides the information necessary for shareholders 54 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 55 Overview ## Independent auditor’s report to the members Key audit matters 2025 ## of Utilico Emerging Markets Trust Plc Valuation and ownership of listed investments X Valuation and ownership of unlisted investments X We were appointed by the Board of Directors on 10 February 2025 to audit the financial statements for the year ended 31 March 2025. This is our first auditor’s report and accordingly, prior year information has not been included. Materiality Company financial statements as a whole Opinion on the financial statements requirements. The non-audit services prohibited by £4.79m based on 1% of Net assets that standard were not provided to the Company. In our opinion the financial statements: We were appointed by the Board of Directors on 10 February 2025 to audit the financial statements for the year ended 31 March 2025. This is our first auditor’s report and accordingly, Conclusions relating to going concern • give a true and fair view of the state of the prior year information has not been included. Company’s affairs as at 31 March 2025 and of its In auditing the financial statements, we have loss for the year then ended; concluded that the Directors’ use of the going Our responsibilities and the responsibilities of the Key audit matters concern basis of accounting in the preparation of the • have been properly prepared in accordance with Directors with respect to going concern are described Key audit matters are those matters that, in our financial statements is appropriate. Our evaluation UK adopted International Accounting Standards; in the relevant sections of this report. professional judgement, were of most significance in of the Directors’ assessment of the Company’s ability and our audit of the financial statements of the current to continue to adopt the going concern basis of An overview of the scope of our audit period and include the most significant assessed • have been prepared in accordance with the accounting included: Our audit was scoped by obtaining an understanding risks of material misstatement (whether or not due to requirements of the Companies Act 2006. • Evaluating the appropriateness of the Directors’ of the Company and its environment, including fraud) that we identified, including those which had We have audited the financial statements of Utilico method of assessing going concern in light of the Company’s system of internal control, and the greatest effect on: the overall audit strategy, the Emerging Markets Trust Plc (the ‘Company’) for the economic and market conditions by reviewing the assessing the risks of material misstatement in the allocation of resources in the audit, and directing the year ended 31 March 2025 which comprise the information used by the Directors in completing financial statements. We also addressed the risk of efforts of the engagement team. These matters were Statement of Comprehensive Income, Statement of their assessment; management override of internal controls, including addressed in the context of our audit of the financial Changes in Equity, Statement of Financial Position, assessing whether there was evidence of bias by the statements as a whole, and in forming our opinion • Assessing the appropriateness of the Directors’ Statement of Cash Flows and Notes to the Accounts, Directors that may have represented a risk of material thereon, and we do not provide a separate opinion on assumptions and judgements made in their including material accounting policy information. The misstatement. these matters. base case and stress tested forecasts including financial reporting framework that has been applied consideration of the available cash resources in their preparation is applicable law and UK adopted relative to forecast expenditure and commitments; International Accounting Standards. Key audit matter How the scope of our audit addressed the key audit • Challenging Directors’ assumptions and matter Basis for opinion judgements made in their forecasts by performing | | | Valuation and | The investment portfolio at year- | We responded to this matter by testing the valuation | | --- | --- | --- | --- | --- | | We conducted our audit in accordance with | an independent analysis of the liquidity of the | | | | | | | ownership | end comprised of 97% listed | and ownership of 100% of the listed investments. We | | International Standards on Auditing (UK) (ISAs | portfolio; | | | | | | | of listed | equity investments. The remaining | performed the following procedures: | (UK)) and applicable law. Our responsibilities under • Reviewing the loan agreements to identify the investments portfolio at year end comprised • Checked the year-end bid price was used by those standards are further described in the covenants and assessing the likelihood of them of investments where no quoted agreeing this to externally quoted prices; Auditor’s responsibilities for the audit of the financial being breached based on the Directors’ forecasts market price is available. Note 1 • Assessed if there were contra indicators, such as statements section of our report. We believe that and our sensitivity analyses; and Accounting There is a risk that the prices used liquidity considerations, to suggest that the bid the audit evidence we have obtained is sufficient and | | | | Policies | for the listed investments held by | price is not the most appropriate indication of | | --- | --- | --- | --- | --- | --- | | appropriate to provide a basis for our opinion. Our | • Assessing the completeness and accuracy of the | | | | | | | | | | the Company are not reflective of | fair value by considering the realization period for | | audit opinion is consistent with the additional report to | | going concern disclosures. | Note 10 | | | | | | | | the fair value. | individual holdings; | | the audit committee. | | | Investments | | | Based on the work we have performed, we have • Recalculated the valuation by multiplying the Note 27 There is also a risk of error in the not identified any material uncertainties relating to Independence number of shares held per the statement obtained Fair Value recording of investment holdings events or conditions that, individually or collectively, Following the recommendation of the Audit and from the custodian by the valuation per share; Hierarchy that could result in the incorrect may cast significant doubt on the Company’s ability Risk Committee, we were appointed by the Board of reflection of investments owned by • Obtained direct confirmation of the number of to continue as a going concern for a period of at least Directors on 10 February 2025 to audit the financial the Company. shares held in the portfolio from the custodian; and twelve months from when the financial statements are Level 1: statements for the year ended 31 March 2025 and • Agreed the exchange rates used to independent authorised for issue. Therefore, we considered the £472.111m subsequent financial periods. The period of total sources. valuation and ownership of listed uninterrupted engagement including retenders and In relation to the Company’s reporting on how it has investments to be a significant audit We also considered the completeness and accuracy reappointments is 1 year, covering the year ended 31 applied the UK Corporate Governance Code, we have Level 2: area as investments represent of investment-related disclosures against the March 2025. We remain independent of the Company nothing material to add or draw attention to in relation £9.663m the most significant balance in the requirements of the relevant accounting standard. in accordance with the ethical requirements that are to the Directors’ statement in the financial statements Financial Statements and underpin Key observations: relevant to our audit of the financial statements in the about whether the Directors considered it appropriate the principal activity of the entity. Based on our procedures performed, the valuation and UK, including the FRC’s Ethical Standard as applied to to adopt the going concern basis of accounting. For these reasons, we considered ownership of the listed investments are reasonable. listed public interest entities, and we have fulfilled our this to be a key audit matter. other ethical responsibilities in accordance with these 56 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 57 ### Independent auditor's report (continued) Key audit matter How the scope of our audit addressed the key audit matter Key audit matter How the scope of our audit addressed the key audit matter Valuation and The unlisted We selected a sample of unlisted investments and performed the For unlisted investments that were valued using market approach ownership investments have following procedures: (multiples) we: of unlisted significant judgement • Considered the appropriateness of the valuation methodology • Challenged and agreed the inputs to the valuation with investments involved in selecting an applied by the Alternative Investment Fund Manager reference to management information of investee companies, appropriate valuation (AIFM) against the International Private Equity and Venture market data and the industry knowledge within the audit team; methodology and Capital Valuation (‘IPEV’) Guidelines and IFRS 13 - Fair Value Note 1 • Where possible, reviewed the historical Financial Statements estimation uncertainty in Measurement; Accounting and any recent management information available to support management’s forecast Policies • Reviewed the valuations prepared by the Investment Manager assumptions regarding maintainable revenues, earnings or cash returns, multiples of and challenged the inputs, assumptions and judgements by flows used in the valuations; Note 2 revenue and discounts checking these to management information of the investee Significant • Considered the multiples and the discounts applied by reference applied in determining companies, market data, our own understanding of the judgements, to observable quoted company market data; their valuations. investee companies and assessed the impact of the estimation estimates and • Challenged the consistency and appropriateness of There is also a risk of uncertainty concerning these assumptions; assumptions adjustments made to such market data in establishing the error in the recording • Agreed the exchange rates used to independent sources; and Note 10 revenue, cash flow or earnings multiple applied in arriving at of investment holdings Investments • Agreed the unlisted investments holdings either to the valuations adopted through considering the individual that could result in the independently received third-party confirmation from the performance of investee companies against management Note 27 incorrect reflection of custodian or confirmation from the underlying investee plans and relative to the peer group, the market and sector Fair Value investments owned by companies, to check ownership. in which the investee company operates and other factors as Hierarchy the Company. appropriate; • Reperformed the calculation of the valuation to test Therefore, we arithmetical accuracy. For unlisted investments that were valued using net asset value Level 3: considered the valuation (NAV) approach we: • Back testing using newly available information to assess £13.380m and ownership of whether the past estimates were appropriate. • Agreed the non-conterminous NAV of the fund used in the unlisted investments valuation to the audited fund accounts or management • Performed an overall stand back assessment of the to be a significant audit accounts prepared by the portfolio company; information assessed and risks present from the portfolio area as although they performance. • Agreed distributions made by the underlying fund but held at only constitute 3% of custodians to signed Distribution Notices; the portfolio, there are • Performed procedures to understand the design and significant judgements implementation of controls over the valuation and ownership • Recalculated the value of equity; and and estimates. process for unlisted investments. • Challenged management through enquiry and inspection of For these reasons, we For unlisted investments that were valued using calibrated price of updated management accounts on the potential movement considered this to be a recent investments, reviewed for changes in fair value we: between the NAV used in the valuation and NAV as at year end. significant audit risk and • Agreed the price of the recent investment transaction to • Assessed the appropriateness of the valuation process a key audit matter. supporting documentation; implemented by the fund investment manager and reliability of the audited accounts. • Assessed whether the investment transaction was an arm’s length transaction through reviewing the parties involved Where appropriate, we performed sensitivity analysis to determine in the transaction and checking whether they were already the significant possible movements in selected inputs. We have also investors in the investee company; performed scenario analysis, by evaluating the acceptable range of valuations, where we considered that alternative input assumptions • Considered whether there were any indications that the price could reasonably have been applied. We have considered the of recent investment transaction were no longer representative overall impact of such scenarios on the portfolio of investments in of fair value considering, the current performance of the determining whether the valuations are within an acceptable range. investee company and the milestones/KPIs and assumptions set out in the investment proposal; and We also considered the completeness and accuracy of investment- related disclosures against the requirements of relevant accounting • Considered whether the price of recent investment transaction standard. is supported by alternative valuation techniques as well as the time lapsed/ calibration since the investment round. Key observations: Based on our procedures performed, the valuation or ownership of the listed and unlisted investments are reasonable. 58 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 59 ## Independent auditor's report (continued) ### Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: | Company financial statements^{1} | 2025 | | --- | --- | | Materiality | £4.79m | | Basis for determining materiality | 1% of Net assets | | Rationale for the benchmark applied | As an investment trust, the net asset value is the key measure of performance for users of the financial statements. | | Performance materiality | £3.59m | | Basis for determining performance materiality | 75% of materiality | | Rationale for the percentage applied for performance materiality | The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year. | ### Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £23%. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. ### Other information The Directors are responsible for the other information. The other information comprises the information included in the Reports and Accounts other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ### Corporate governance statement The UK Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.[{"box_2d": [710, 224, 999, 337], "label": "table", "caption": "
Going concern and longer-term viability
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the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability and the long-term viability of the company and the company's long-term viability ### Independent auditor's report (continued) Responsibilities of Directors • Discussion with the Investment Manager, • Review of minutes of meeting of Those Charged Our audit procedures were designed to respond the Administrator and Those Charged With With Governance for any known or suspected to risks of material misstatement in the financial As explained more fully in the Directors’ Statement Governance; and instances of fraud; and statements, recognising that the risk of not detecting a of Responsibilities, the Directors are responsible for material misstatement due to fraud is higher than the the preparation of the financial statements and for • Obtaining an understanding of the Company’s • Discussion amongst the engagement team as to risk of not detecting one resulting from error, as fraud being satisfied that they give a true and fair view, and policies and procedures regarding compliance with how and where fraud might occur in the financial may involve deliberate concealment by, for example, for such internal control as the Directors determine laws and regulations; statements. forgery, misrepresentations or through collusion. is necessary to enable the preparation of financial We considered the significant laws and regulations Based on our risk assessment, we considered the There are inherent limitations in the audit procedures statements that are free from material misstatement, to be Companies Act 2006, the FCA listing and DTR areas most susceptible to be valuation of unlisted performed and the further removed non-compliance whether due to fraud or error. rules, the principles of the AIC Code of Corporate investments and management override of controls in with laws and regulations is from the events and In preparing the financial statements, the Directors Governance, industry practice represented by the relation to the valuation of unlisted investments. transactions reflected in the financial statements, the are responsible for assessing the Company’s ability to AIC SORP, the applicable accounting framework, less likely we are to become aware of it. Our procedures in respect of the above included: continue as a going concern, disclosing, as applicable, and qualification as an Investment Trust under UK A further description of our responsibilities is available matters related to going concern and using the going tax legislation as any non-compliance of this would • In addressing the risk of valuation of unlisted on the Financial Reporting Council’s website at: concern basis of accounting unless the Directors lead to the Company losing various deductions and investments, the procedures set out in the www.frc.org.uk/auditorsresponsibilities. This either intend to liquidate the Company or to cease exemptions from corporation tax. Key Audit Matters section of our report were description forms part of our auditor’s report. operations, or have no realistic alternative but to do so. performed; Our procedures in respect of the above included: • In assessing the risk of management override of Use of our report Auditor’s responsibilities for the audit of the • Agreement of the financial statement disclosures control, we: financial statements This report is made solely to the Company’s members, to underlying supporting documentation; – Performed a review of estimates and judgements as a body, in accordance with Chapter 3 of Part 16 of Our objectives are to obtain reasonable assurance • Enquiries of management and Those Charged With made in the unlisted investment valuations and the Companies Act 2006. Our audit work has been about whether the financial statements as a whole Governance relating to the existence of any non- considered whether the valuation methodology undertaken so that we might state to the Company’s are free from material misstatement, whether due compliance with laws and regulations; is the most appropriate; members those matters we are required to state to to fraud or error, and to issue an auditor’s report • Reviewing minutes of meeting of Those Charged them in an auditor’s report and for no other purpose. that includes our opinion. Reasonable assurance is – Performed a review of estimates and judgements With Governance throughout the period for To the fullest extent permitted by law, we do not accept a high level of assurance, but is not a guarantee that applied by management in the Financial instances of non-compliance with laws and or assume responsibility to anyone other than the an audit conducted in accordance with ISAs (UK) will Statements to assess their appropriateness and regulations; and Company and the Company’s members as a body, for always detect a material misstatement when it exists. the existence of any systematic bias; our audit work, for this report, or for the opinions we Misstatements can arise from fraud or error and are • Reviewing the calculations in relation to – Considered the opportunity and incentive to have formed. considered material if, individually or in the aggregate, Investment Trust compliance to check that the manipulate accounting entries and target tested they could reasonably be expected to influence the Company was meeting its requirements to retain relevant adjustments made in the period end economic decisions of users taken on the basis of their Investment Trust Status. financial reporting process; these financial statements. Fraud – Reviewed for significant transactions outside the Vanessa-Jayne Bradley (Senior Statutory Auditor) Extent to which the audit was capable of detecting We assessed the susceptibility of the financial normal course of business; and For and on behalf of BDO LLP, Statutory Auditor irregularities, including fraud statement to material misstatement including fraud. London, UK | Irregularities, including fraud, are instances of non- | | | – Performed a review of unadjusted audit | | | --- | --- | --- | --- | --- | | | Our risk assessment procedures included: | | | 13 June 2025 | | compliance with laws and regulations. We design | | | differences, if any, for indications of bias or | | | procedures in line with our responsibilities, outlined | • Enquiry with the Investment Manager, the | | deliberate misstatement. | | | above, to detect material misstatements in respect | | Administrator and Those Charged With | | | We also communicated relevant identified laws of irregularities, including fraud. The extent to which Governance regarding any known or suspected and regulations and potential fraud risks to all our procedures are capable of detecting irregularities, instances of fraud; engagement team members who were all deemed to including fraud is detailed below: BDO LLP is a limited liability partnership registered | | • Obtaining an understanding of the Company’s | | have appropriate competence and capabilities and | | | --- | --- | --- | --- | --- | | Non-compliance with laws and regulations | | | | in England and Wales (with registered number | | | | policies and procedures relating to: | remained alert to any indications of fraud or non- | | | Based on: | | | | OC305127). | compliance with laws and regulations throughout the – Detecting and responding to the risks of fraud; audit. • Our understanding of the Company and the and industry in which it operates; – Internal controls established to mitigate risks related to fraud. 62 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 63 ## Statement of Comprehensive Income Statement of Changes in Equity for the year to 31 March 2025 for the year to 31 March 2024 for the year to 31 March 2025 Revenue Capital Total Revenue Capital Total Retained earnings | | | | | | | | | | Ordinary | | | | Capital | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | return | return | return | return | return | return | | | | | | | | | | | | | | | | | | | | | | | share | Merger | redemption | | Special | Capital | Revenue | | | | Notes | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | | | | | | | | | | | | | | | | | | | | | | capital | reserve | | reserve | reserve | reserves | reserve | | Total | | 10 | (Losses)/gains on investments – (29,007) (29,007) – 46,836 46,836 | | | | | | | | | | | | | | | | | | | | | | | | | | | Notes | | £’000s | £’000s | | £’000s | £’000s | £’000s | | £’000s | £’000s | | 20 | Foreign exchange (losses)/gains – (590) (590) – 610 610 | | | | | | | | | | | | | | | | | | Balance as at 31 March 2024 1,909 76,706 436 407,180 26,603 10,099 522,933 3 Investment and other income 23,840 – 23,840 23,079 – 23,079 16, 18, Shares purchased by the 19 Company and cancelled (44) – 44 (9,624) – – (9,624) Total income/(loss) 23,840 (29,597) (5,757) 23,079 47,446 70,525 20,21 (Loss)/profit for the year – – – – (35,399) 18,723 (16,676) 4 Management and administration fees (1,381) (4,284) (5,665) (1,445) (4,368) (5,813) 9 Dividends paid in the year – – – – – (16,811) (16,811) 5 Other expenses (1,710) – (1,710) (1,911) – (1,911) Profit/(loss) before finance costs and taxation 20,749 (33,881) (13,132) 19,723 43,078 62,801 Balance as at 31 March 2025 1,865 76,706 480 397,556 (8,796) 12,011 479,822 6 Finance costs (192) (768) (960) (318) (1,274) (1,592) Profit/(loss) before taxation 20,557 (34,649) (14,092) 19,405 41,804 61,209 for the year to 31 March 2024 7 Taxation (1,834) (750) (2,584) (1,958) (1,360) (3,318) Retained earnings Ordinary Capital Profit/(loss) for the year 18,723 (35,399) (16,676) 17,447 40,444 57,891 | | | | share | Merger | redemption | | Special | Capital | Revenue | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 8 | Earnings per share (basic) – pence 9.95 (18.81) (8.86) 8.83 20.48 29.31 | | capital | reserve | | reserve | reserve | reserves | reserve | Total | | | | Notes | £’000s | £’000s | | £’000s | £’000s | £’000s | £’000s | £’000s | All items in the above statement derive from continuing operations. Balance as at 31 March 2023 2,023 76,706 322 432,577 (13,841) 9,587 507,374 The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columns represent supplementary 16, 18, Shares purchased by the information prepared under guidance issued by the Association of Investment Companies. 19 Company and cancelled (114) – 114 (25,397) – – (25,397) 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). 20,21 Profit for the year – – – – 40,444 17,447 57,891 All income is attributable to the equity holders of the Company. 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 The notes on pages 68 to 85 form part of these financial statements. The notes on pages 68 to 85 form part of these financial statements. 64 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 65 ## Statement of Financial Position Statement of Cash Flows | | | | 2025 | 2024 | | 2025 | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | | Notes | as at 31 March | | £’000s | £’000s | Year to 31 March | £’000s | £’000s | | | Non-current assets | | | | Operating activities | | | | 10 Investments 495,154 517,195 | | | | | (Loss)/profit before taxation (14,092) 61,209 | | | | | Current assets | | | | Deduct investment income – dividends (22,293) (21,100) | | | | 11 Other receivables 1,008 6,078 | | | | | Deduct investment income – interest (1,463) (1,932) | | | | | Cash and cash equivalents 3,933 5,751 | | | | Deduct bank Interest received (84) (47) | | | | | | | 4,941 11,829 | | Add back interest charged 960 1,592 | | | | | Current liabilities | | | | Add back losses/(gains) on investments 29,007 (46,836) | | | | 12 Other payables (2,055) (4,573) | | | | | Add back foreign exchange losses/(gains) 590 (610) | | | | 13 Bank loans (17,553) – | | | | | Decrease/(increase) in other receivables 30 (30) | | | | | | (19,608) (4,573) | | | Increase/(decrease) in other payables 881 (683) | | | | | Net current (liabilities)/assets (14,667) 7,256 | | | | Net cash outflow from operating activities before dividends and interest (6,464) (8,437) | | | | | Total assets less current liabilities 480,487 524,451 | | | | Interest paid – (1,813) | | | | | Non-current liabilities | | | | Dividends received 22,874 20,212 | | | | 14 Provision for capital gains tax (665) (1,518) | | | | | Investment income – interest 824 1,125 | | | | | Net assets 479,822 522,933 | | | | Bank interest received 84 47 | | | Taxation paid (3,426) (3,431) | | Equity attributable to equity holders | Net cash inflow from operating activities 13,892 7,703 | | --- | --- | --- | | 16 Ordinary share capital 1,865 1,909 | | Investing activities | | 17 Merger reserve 76,706 76,706 | | Purchase of investments (128,323) (75,544) | | 18 Capital redemption reserve 480 436 | | Sales of investments 123,128 151,442 | | 19 Special reserve 397,556 407,180 | | Net cash (outflow)/inflow from investing activities (5,195) 75,898 | | 20 Capital reserves (8,796) 26,603 | | Financing activities | | 21 Revenue reserve 12,011 10,099 | | Repurchase of shares for cancellation (9,624) (25,397) | | | Total attributable to equity holders 479,822 522,933 | Dividends paid (16,811) (16,935) | | 22 Net asset value per share | | Drawdown of bank loans 28,524 19,821 | | | Basic – pence 257.28 274.01 | Repayment of bank loans (11,913) (53,943) | Interest paid (806) – Net cash outflow from financing activities (10,630) (76,454) The notes on pages 68 to 85 form part of these financial statements. (Decrease)/increase in cash and cash equivalents (1,933) 7,147 Approved by the Board on 13 June 2025 and signed on its behalf by Cash and cash equivalents at the start of the year 5,751 (1,026) Effect of movement in foreign exchange 115 (370) Cash and cash equivalents as at the end of the year 3,933 5,751 Mark Bridgeman Chairman The notes on pages 68 to 85 form part of these financial statements. Utilico Emerging Markets Trust plc Registered in England, No 11102129 66 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 67 ## Notes to the Accounts 1. Accounting Policies (e) Cash and cash equivalents The Company is an investment company incorporated in the United Kingdom with a listing in the closed ended investment fund Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and short term deposits with an original category of the Financial Conduct Authority's Official List whose shares are admitted to trading on the London Stock Exchange's maturity of three months or less. Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the Main Market for listed securities. cash flow statement only. (a) Basis of accounting (f) Debt instruments The accounts have been prepared on a going concern basis (see note 25) in accordance with UK adopted International Accounting The Company’s debt instruments can include short term and long term bank borrowings and overdrafts, initially measured at fair Standards, which comprise standards and interpretations approved by the IASB and International Accounting Standards and IFRS value and subsequently measured at amortised cost using the effective interest method. No debt instruments held during the year Interpretation Committee approved by the IASC that remain in effect and the Companies Act 2006. required hierarchical classification. The accounts have been prepared on a historical cost basis, except for the measurement at fair value of investments. (g) Foreign currency The Board has determined by having regard to the currency of the Company’s share capital and the predominant currency in Foreign currency assets and liabilities are expressed in Sterling at rates of exchange ruling at the Statement of Financial Position which its shareholders operate, that Sterling is the functional and reporting currency. date. Foreign currency transactions are translated at the rates of exchange ruling at the dates of those transactions. Exchange Where presentational recommendations set out in the Statement of Recommended Practice “Financial Statements of profits and losses on currency balances are credited or charged to the Statement of Comprehensive Income and analysed as Investment Trust Companies and Venture Capital Trusts” (“SORP”), issued in the UK by the AIC in July 2022, do not conflict with capital or revenue as appropriate. Forward foreign exchange contracts are valued in accordance with quoted market rates. the requirements of International Financial Reporting Standards ("IFRS"), the Directors have prepared the accounts on a basis (h) Investment and other income consistent with the recommendations of the SORP. Dividends receivable are shown gross of withholding tax and are analysed as revenue return within the Statement of In accordance with the SORP, the Statement of Comprehensive Income has been analysed between a revenue return (dealing with Comprehensive Income (except where, in the opinion of the Directors, their nature indicates they should be recognised as items of a revenue nature) and a capital return (relating to items of a capital nature). Revenue returns include, but are not limited capital return) on the ex-dividend date or, where no ex-dividend date is quoted, when the Company’s right to receive payment to, dividend income, operating expenses, finance costs and taxation (insofar as they are not allocated to capital, as described is established. Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the 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 amount of the cash dividend foregone is allocated as revenue in the Statement of Comprehensive Income. Any excess in the value returns include, but are not limited to, profits and losses on the disposal and the valuation of non-current investments and on of the shares received over the amount of the cash dividend foregone is allocated as capital in the Statement of Comprehensive cash and borrowings, operating costs and finance costs (insofar as they are not allocated to revenue as described in notes 1(i) Income. Interest on debt securities is accrued on a time basis using the effective interest rate method. Bank and short term deposit and 1(k) below). Net capital returns are allocated via the capital return to Capital Reserves. interest is recognised on an accruals basis. Dividends on shares may be paid out of Special Reserve, Capital Reserves and Revenue Reserve. (i) Expenses 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. IFRS 18, Presentation and Disclosure in Financial Statements, effective from 1 January All expenses are accounted for on an accruals basis. Expenses are charged through the Statement of Comprehensive Income and 2027, is being assessed. None of the other standards are expected to have a material effect on the accounts of the Company. 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 (b) Financial instruments and 20% to revenue return. Financial Instruments include fixed asset investments and long term debt instruments. Accounting Standards recognise a – expenses incidental to the acquisition or disposal of Investments are allocated to capital return. 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 (j) Directors’ fees of instruments depends on the lowest significant applicable input. Directors’ fees are charged quarterly through the revenue column of the Statement of Comprehensive Income. The net fee (c) Valuation of investments 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 Investment purchases and sales are accounted for on the trade date, inclusive of transaction costs. Investments, including dividing the net fee entitlement by the net asset value on the date of allotment. 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 (k) Finance costs or increases in fair value, its investments (including those ordinarily classified as subsidiaries under IFRS 10 but exempted by Finance costs are accounted for using the effective interest method, recognised through the Statement of Comprehensive Income. that financial reporting standard from requirement to be consolidated) are designated as being at fair value through profit or loss on initial recognition. The Company manages and evaluates the performance of these investments on a fair value basis in Finance costs are allocated 80% to capital return and 20% to revenue return. 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 are analysed within the Statement of Comprehensive (l) Taxation Income as capital return. Quoted investments are shown at fair value using market bid prices. The fair value of unquoted Taxation currently payable is calculated using tax rules and rates in force at the year end, based on taxable profit for the year, which investments is determined by the Board in accordance with IFRS and International Private Equity and Venture Capital Valuation differs from the net return before tax. Note 7(b) sets out those items which are not subject to UK Corporation Tax. Guidelines. In exercising its judgement over the value of these investments, the Board uses valuation techniques which take into Deferred tax is provided on an undiscounted basis on all timing differences that have originated but not reversed by the Statement account, where appropriate, latest dealing prices, valuations from reliable sources, net asset values, earnings multiples, recently of Financial Position date, based on the tax rates that have been enacted at the Statement of Financial Position date and that orderly transactions in similar securities, time to expected repayment and other relevant factors (see key valuation techniques on are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets are only recognised pages 83 and 84). 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 (d) Subsidiary undertakings charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged Subsidiary undertakings of the Company, which are held as part of the investment portfolio (see note 1(c) above), are accounted for through the revenue account, then no tax relief is transferred to the capital account. as investments at fair value through profit and loss. 68 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 69 ### Notes to the Accounts (continued) (m) Dividends payable 4. Management and administration fees Dividends paid by the Company are accounted for in the period in which the Company is liable to pay them and are reflected in 2025 2024 the Statement of Changes in Equity. Revenue Capital Total Revenue Capital Total Year to 31 March £’000s £’000s £’000s £’000s £’000s £’000s (n) Capital reserves | Capital reserves are distributable reserves to the extent gains arising from investments held are from liquid holdings. The | Payable to: ICM/ICMIM | | | | --- | --- | --- | --- | | following items are accounted for through the Statement of Comprehensive Income as capital returns and transferred to capital | – management, secretarial and | | | | reserves: | | research fees 1,071 4,284 5,355 1,092 4,368 5,460 | | | Capital reserve – arising on investments sold | Administration fees 310 – 310 353 – 353 | | | | – gains and losses on disposal of investments | | | 1,381 4,284 5,665 1,445 4,368 5,813 | – exchange differences of a capital nature The Company has appointed ICMIM as its Alternative Investment Fund Manager and joint portfolio manager with ICM, for which – expenses allocated in accordance with notes 1(i) and 1(k) they are entitled to a management fee. The aggregate fees payable by the Company are apportioned between the Investment Capital reserve – arising on investments held Managers as agreed by them. – increases and decreases in the valuation of investments held at the year end. 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 2. Significant accounting judgements, estimates and assumptions and also such other requirements applicable to ICMIM by virtue of its regulation by the Financial Conduct Authority. The presentation of the financial statements in conformity with IFRS requires management to make judgements, estimates and The annual management fee is a tiered structure as follows: 1.0% of NAV up to and including £500m; 0.9% of NAV exceeding assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. £500m up to and including £750m; 0.85% of NAV exceeding £750m up to and including £1,000m; and 0.75% of NAV exceeding Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of £1,000m, payable quarterly in arrears. The management fee is allocated 80% to capital return and 20% to revenue return. The plausible future events and other factors. Actual results may differ from these estimates. investment management agreement may be terminated upon six months’ notice. The area requiring the most significant judgement and estimation in the preparation of the financial statements is the accounting ICMIM also provides company secretarial services to the Company, with the Company paying £70,000 (31 March 2024: £70,000) for the value of unquoted investments. equivalent to 45% of the costs associated with this office and recharges research fees to the Company based on a budget of The policy for valuation of unquoted securities is set out in note 1(c) to the accounts and further information on Board £0.3m per annum, paid quarterly in arrears. These charges are allocated 80% to capital return and 20% to revenue return. procedures is contained in the Audit & Risk Committee Report and note 26(d) to the accounts. The fair value of unquoted (level JPMorgan Chase Bank N.A. – London Branch has been appointed Administrator and ICMIM has appointed Waverton to provide 3) investments, as disclosed in note 27 to the accounts, represented 2.7% of total investments as at 31 March 2025 (4.5% of total certain support services (including middle office, market dealing and information technology support services). investments as at 31 March 2024). 5. Other Expenses 3. Investment and other income 2025 2024 2025 2024 | | | | | | | | | | Revenue | | Capital | Total | Revenue | Capital | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Revenue | | Capital | Total | Revenue | Capital | Total | | | | | | | | | | | | | | | | | | Year to 31 March | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Year to 31 March | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | | | | | | | | Auditor's remuneration: Investment income (1) for audit services 93 – 93 180 – 180 Dividends* 22,293 – 22,293 21,100 – 21,100 Broker and consultancy fees 182 – 182 153 – 153 Interest 1,463 – 1,463 1,932 – 1,932 Custody fees 665 – 665 608 – 608 Total investment income 23,756 – 23,756 23,032 – 23,032 Depositary fees 101 – 101 110 – 110 Other income Directors’ fees for services to the Company Bank interest 84 – 84 47 – 47 (see Directors’ Remuneration Report on pages 49 to 51) 198 – 198 198 – 198 Total income 23,840 – 23,840 23,079 – 23,079 Travel expenses 146 – 146 232 – 232 * Includes scrip dividends of £192,000 (2024: £237,000) Professional fees 53 – 53 87 – 87 Sundry expenses 272 – 272 343 – 343 1,710 – 1,710 1,911 – 1,911 All expenses are stated gross of irrecoverable VAT, where applicable. (1) Total auditor’s remuneration for audit services, exclusive of VAT, amounted to £93,000 for the year to 31 March 2025: BDO LLP audit fees of £83,000; and KPMG LLP audit fees of £10,000 for costs incurred to time of resignation (2024: £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). 70 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 71 ### Notes to the Accounts (continued) | 6. Finance Costs | | | | | | | | 8. Earnings Per Share | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 2025 2024 | | | | | | 2025 | 2024 | | | | | | | | | | Year to 31 March | | £’000s | £’000s | | | Revenue | | Capital | Total | Revenue | Capital | Total | | | | | | Year to 31 March | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | Revenue return | 18,723 | | 17,447 | | On loans and bank overdrafts 192 768 960 318 1,274 1,592 | | | | | | | | Capital return | (35,399) | | 40,444 | Total return (16,676) 57,891 7. Taxation Number Number (a) Analysis of charge in the year: Weighted average number of shares in issue during the year 188,115,133 197,484,731 Pence Pence Year to 31 March 2025 2024 Revenue return per share 9.95 8.83 Revenue Capital Total Revenue Capital Total Capital return per share (18.81) 20.48 Tax on ordinary activities £’000s £’000s £’000s £’000s £’000s £’000s Total (loss)/profit per share* (8.86) 29.31 UK corporation tax at 25.0% (2024: 25.0%) – – – – – – *Represents both the basic and diluted earnings per share Overseas tax suffered 1,834 – 1,834 1,958 – 1,958 9. Dividends Capital gains tax – 1,603 1,603 – 1,462 1,462 Deferred tax (see note 14) – (853) (853) – (102) (102) 2025 2024 Year to 31 March Record date Payment date £’000s £’000s Total tax charge for the year 1,834 750 2,584 1,958 1,360 3,318 2023 Fourth quarterly dividend of 2.15p per share 02 Jun 23 23 Jun 23 – 4,334 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 2024 First quarterly dividend of 2.15p per share 01 Sep 23 22 Sep 23 – 4,280 Indian investment holding gains that will be taxed in future years on realisations of the investments. 2024 Second quarterly dividend of 2.15p per share 01 Dec 23 15 Dec 23 – 4,206 (b) Factors affecting current tax charge for the year 2024 Third quarterly dividend of 2.15p per share 08 Mar 24 28 Mar 24 – 4,115 The tax assessed for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows: 2024 Fourth quarterly dividend of 2.15p per share 07 Jun 24 28 Jun 24 4,072 – | | | | | 2025 2024 | | | | 2025 First quarterly dividend of 2.15p per share 06 Sep 24 27 Sep 24 4,047 – | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Revenue | | Capital | Total | Revenue | Capital | Total | 2025 Second quarterly dividend of 2.325p per share 29 Nov 24 19 Dec 24 4,352 – | | Year to 31 March | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | 2025 Third quarterly dividend of 2.325p per share 07 Mar 25 28 Mar 25 4,340 – Net profit/(loss) before taxation 20,557 (34,649) (14,092) 19,405 41,804 61,209 16,811 16,935 Corporation tax at 25.0% (2025: 25.0%) 5,139 (8,662) (3,523) 4,851 10,451 15,302 The Directors have declared a fourth quarterly dividend in respect of the year ended 31 March 2025 of 2.325p per share payable Effects of: on 27 June 2025 to shareholders on the register at close of business on 6 June 2025. The total cost of the dividend, which has not Non taxable dividend income (4,645) – (4,645) (4,561) – (4,561) been accrued in the results for the year to 31 March 2025, is £4,309,000 based on 185,319,391 shares in issue at the record date, see note 16 for changes in share capital. Non taxable capital returns – 7,399 7,399 – (11,862) (11,862) Overseas tax suffered 1,834 – 1,834 1,958 – 1,958 10. Investments Double taxation relief (494) 386 (108) (290) 222 (68) 2025 2024 Movement in tax losses that no deferred tax asset is Year to 31 March £’000s £’000s recognised on – 877 877 – 1,189 1,189 Cost of investments brought forward 425,879 491,177 Capital gains tax – 750 750 – 1,360 1,360 Net unrealised profits brought forward 91,316 54,480 Total tax charge for the year 1,834 750 2,584 1,958 1,360 3,318 Valuation brought forward 517,195 545,657 Purchases at cost 128,373 80,163 As at 31 March 2024, the Company had net surplus management expenses of £31,217,000 (2024: £28,087,000) and a non-trade Sales proceeds (121,475) (155,498) loan relationship deficit of £299,000 (2024: £299,000), giving total unutilised tax losses of £31,516,000 (2024: £28,836,000). A deferred tax asset has not been recognised in respect of these tax losses because the Company is not expected to generate (Losses)/gains on investments (28,939) 46,873 taxable income in the future in excess of the deductible expenses of those future periods and, accordingly, it is unlikely that the Valuation as at 31 March 495,154 517,195 Company will be able to reduce future tax liabilities through the use of the existing management expenses and non-trade loan Analysed as at 31 March relationship deficit. The Company has an unrecognised deferred tax asset of £7.9m as at 31 March 2025 (2024: £7.1m) based on Cost of investments 440,754 425,879 the corporation tax rate of 25% which took effect from 1 April 2023. Net unrealised gains on investments 54,400 91,316 Valuation 495,154 517,195 The Company received £121,475,000 (2024: £155,498,000) from investments sold in the year. The book cost of these investments when they were purchased was £113,498,000 (2024: £145,461,000). 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. 72 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 73 ### Notes to the Accounts (continued) Significant interests Year to 31 March 2025 2024 In addition to the above, the Company has a holding of 3% or more of any class of share capital of the following undertakings, (Losses)/gains on investments £'000 £'000 which are material in the context of the accounts: Net gain on investments sold 7,977 10,037 2025 2024 Other capital charges (68) (37) | | | | % of class of | | % of class of | | | --- | --- | --- | --- | --- | --- | --- | | Movement in unrealised (losses)/gains (36,916) 36,836 | Country of | Class of | instruments | | instruments | | | | registration and incorporation | shares held | | held | | held | Total (losses)/gains on investments (29,007) 46,836 Korean Internet Neutral Exchange Inc. South Korea Ordinary shares 6.2 5.3 Subsidiary undertakings Orizon Valorizacao De Residuos S.A. Brazil Ordinary shares 4.2 4.0 Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following is a Petalite Limited ("Petalite") United Kingdom Ordinary shares 19.5 28.5* subsidiary of the Company as at 31 March 2025 and as at 31 March 2024. Telelink Business Services Bulgaria Ordinary shares 13.9 13.9 Holding 2025 2024 Umeme Limited Uganda Ordinary shares 8.3 8.3 Country of and Fair Fair VietNam Holding Ltd Cayman Islands Ordinary shares 6.9 6.0 registration and Number and class of voting value value incorporation shares held rights £’000s £’000s * Petalite was an Associated undertaking as at 31 March 2024. UEM (HK) Limited Hong Kong 1,000 ordinary shares 100 – – Petalite Pursuant to a loan agreement dated 24 October 2023 under which UEM agreed to loan monies to Petalite, the loan balance and Incorporated on 26 January 2017 and commenced trading on 18 July 2017 to carry on business as an investment company (see interest outstanding as at 31 March 2024 was £1,547,000. UEM advanced to Petalite £1,600,000 prior to the Series A fundraising note 24 for related party transactions). The registered office address is Unit 304-7, 3F, Laford Centre, Cheung Sha Wan, Kowloon, in the year. On 26 March 2025, Petalite received Series A funding of £10m, at £66 per share. Petalite made a loan repayment, Hong Kong. including interest, to UEM of £634,000 and converted the loan balance and outstanding interest of £2,875,000 into 43,553 Associated undertakings preference shares. The warrants held at 31 March 2024 were cancelled as part of the Series A funding. Following the conversion Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following associated UEM held 19.5% (2024: 28.3%) of the shareholding in Petalite. undertakings as at 31 March 2025 are held as part of the investment portfolio and consequently are accounted for as 11. Other receivables investments at fair value through profit and loss (2024: EBP Holdings Limited, East Balkan Properties plc, Petalite Limited and Pitch Hero Holdings Limited): 2025 2024 £’000s £’000s Pitch Hero Accrued income 380 1,373 EBP Holdings Limited Holdings Limited Sales for future settlement 369 4,563 Country of incorporation Isle of Man United Kingdom Overseas tax recoverable 25 36 Country of listing Unlisted Unlisted Other debtors and prepayments 234 106 Country of operations Bulgaria & Romania United Kingdom 1,008 6,078 Number of ordinary shares held 731 62,874 Percentage of ordinary shares held 25.3% 36.7% 12. Other payables | Registered address 55 Athol Street | | Sterling House Capitol Park East | | | | | --- | --- | --- | --- | --- | --- | | | | | | 2025 | 2024 | | | Douglas | Tingley, Wakefield, West Yorkshire | | | | | | | | | £’000s | £’000s | | | IM1 1LA | WF3 1DR | | | | | | Isle of Man | United Kingdom | Interest payable 76 – | | | | Transactions with associated undertaking were as follows: | | | Other creditors and accruals 1,979 1,071 | | | Purchases awaiting settlement – 3,502 EBP Holdings Limited ("EBP") and East Balkan Properties plc ("East Balkan") 2,055 4,573 There were no transactions during the year. East Balkan, a subsidiary of EBP, was dissolved in the year. Pitch Hero Holdings Limited (“Pitch Hero”) Pursuant to an extension and amendment (dated 24 August 2023) of a loan agreement dated 1 March 2021 under which UEM has agreed to loan monies to Pitch Hero, as at 31 March 2025 the balance of the loan and interest outstanding was £695,000 (31 March 2024: £657,000). In the year Pitch Hero paid interest to UEM of £33,000. The loan bears interest at an annual rate of 10%. The final repayment date was extended to 25 February 2028 in the year. 74 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 75 ### Notes to the Accounts (continued) | 13. Bank loans | | | 17. Merger reserve | | | | --- | --- | --- | --- | --- | --- | | | | | | 2025 | 2024 | | | 2025 | 2024 | | | | | | | | | £’000s | £’000s | | | £’000s | £’000s | | | | Balance brought forward and carried forward 76,706 76,706 EUR 15.0m repayable February 2026 12,553 – GBP 5.0m repayable February 2026 5,000 – 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 17,553 – share capital. On 30 August 2024, the Company entered into a secured multicurrency revolving credit facility of £50,000,000 with Barclays Bank PLC expiring on 29 August 2025. Secured investments are held within a UEM segregated account at the Custodian. The 18. Capital redemption reserve main covenants are: secured investments to have constituents of the FTSE All World index of at least 1.5 times greater than the 2025 2024 loans drawn; and the loans drawn to the secured investments to be a maximum of 50%. The terms of the loan facility, including £’000s £’000s those related to accelerated repayment and costs of repayment, are typical of those normally found in facilities of this nature. The Balance brought forward 436 322 Company has the option each quarter to request an extension to the expiry date of the facility subject to the commitment period being no more than 365 days. In the year, the Company has extended the expiry date to 27 February 2026. Subsequent to the Purchased for cancellation by the Company (see note 16) 44 114 year end, the Company requested an extension of the expiry date to 30 May 2026 which was agreed, effective on and from Balance as at 31 March 480 436 27 May 2025. Commitment fees are charged on any undrawn amounts at commercial rates. The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled. This is non- As at 31 March 2025 the value of the investments held within the segregated secured account was £143,024,000 (31 March 2024: distributable. not applicable). 14. Provision for capital gains tax 19. Special reserve 2025 2024 2025 2024 £’000s £’000s £’000s £’000s Balance brought forward 1,518 1,620 Balance brought forward 407,180 432,577 Decrease in provision for Indian tax on capital gains (853) (102) Purchased for cancellation by the Company (see note 16) (9,624) (25,397) Balance as at 31 March 665 1,518 Balance as at 31 March 397,556 407,180 Provision is made for deferred tax in respect of capital gains tax on chargeable investment holding gains in India. 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 15. Operating segments back shares. The Directors are of the opinion that the Company is engaged in a single segment of business of investing in equity and debt securities, 20. Capital reserves issued by companies operating and generating revenue in emerging markets and therefore no segmental reporting is provided. 2025 2024 | 16. Ordinary share capital | | | | | Investment | | | | Investment | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | holding | | | | holding | | | | | 2025 | 2024 | | | | | | | | | | | | | | Realised | | gains | Total | Realised | | gains | Total | | | Number | £’000s Number | £’000s | | | | | | | | | | | | | | £’000s | | £’000s | £’000s | £’000s | | £’000s | £’000s | Issued, called up and fully paid Realised gains on investments 7,977 – 7,977 10,037 – 10,037 Ordinary shares of 1p each Unrealised (losses)/gains on Balance brought forward 190,842,503 1,909 202,212,256 2,023 investments – (36,916) (36,916) – 36,836 36,836 Purchased for cancellation by the Company (4,347,112) (44) (11,369,753) (114) Foreign exchange (losses)/gains (590) – (590) 610 – 610 Balance as at 31 March 186,495,391 1,865 190,842,503 1,909 Finance costs charged to capital (768) – (768) (1,274) – (1,274) During the year the Company bought back for cancellation 4,347,112 (2024: 11,369,753) ordinary shares at a total cost of Expenses charged to capital (4,284) – (4,284) (4,368) – (4,368) £9,624,000 (2024: £25,397,000). A further 1,665,000 ordinary shares have been purchased for cancellation at a total cost of Capital gains tax (750) – (750) (1,360) – (1,360) £3,857,000 since the year end to 11 June 2025 (the latest practicable date prior to finalising these Accounts). Other capital charges (68) – (68) (37) – (37) 1,517 (36,916) (35,399) 3,608 36,836 40,444 Balance brought forward (64,713) 91,316 26,603 (68,321) 54,480 (13,841) Balance as at 31 March (63,196) 54,400 (8,796) (64,713) 91,316 26,603 Included within the capital reserve movement for the year is £2,596,000 (2024: £nil) of dividend receipts recognised as capital in nature, £281,000 (2024: £152,000) of transaction costs on purchases of investments and £191,000 (2024: £297,000) of transaction costs on sales of investments. 76 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 77 ### Notes to the Accounts (continued) 21. Revenue reserve end, £nil (31 March 2024: £nil) remained outstanding to the Directors. In addition to their fees, the Directors received dividends totalling £25,000 (31 March 2024: £33,000) during the year under review in respect of their shareholdings in the Company. There were no further 2025 2024 transactions with the Board during the year. £’000s £’000s There were no transactions with ICM and ICMIM other than investment management, secretarial costs, research fees as set out in note Balance brought forward 10,099 9,587 4 of £5,355,000 (31 March 2024: £5,460,000) and reimbursed expenses included within Other Expenses of £101,000 (31 March 2024: Revenue profit for the year 18,723 17,447 £140,000). As at the period end £1,248,000 (31 March 2024: £376,000) remained outstanding in respect of management, company Dividend paid in the year (16,811) (16,935) secretarial and research fees. Balance as at 31 March 12,011 10,099 Mr Jillings and Ms Broers received dividends totalling £49,000 (31 March 2024: £40,000) and £1,000 (31 March 2024: n/a) respectively, and UIL Limited received dividends totalling £830,000 (31 March 2024: £1,310,000). The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed to shareholders as a dividend 25. Going concern The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the 22. Net asset value per share following reasons. The Board’s going concern assessment has focused on the forecast liquidity of the Company for at least twelve The net asset value per share is based on the net assets attributable to the equity shareholders of £479,822,000 (2024: months from the date of approval of the financial statements. This analysis assumes that the Company would, if necessary, be £522,933,000) and on 186,495,391 (2024:190,842,503) shares, being the number of shares in issue at the year end. able to meet its short term obligations through the sale of listed securities, which represented 97.3% of the Company’s total portfolio as at 31 March 2025. As part of this assessment the Board has considered a severe but plausible downside that reflects 23. Reconciliation of liabilities arising from financing activities 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. | | | | | | | | Foreign | | Non cash | | Balance as at | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Balance as at | | Transactions | | | Net | exchange | | flow - loan | | | 31 March | | The Directors believe that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least | | | 31 March 2024 | | in the year | | cashflow | | | loss | facility cost | | | | 2025 | twelve months from the date of approval of the financial statements. | | 2025 | | £’000s | | £’000s | | £’000s | £’000s | | | £’000s | | | £’000s | | 26. Financial risk management Bank loans – – 16,611 705 237 17,553 The Company’s investment policy is to provide long term total return by investing predominantly in the infrastructure, utility Repurchase of shares and related sectors, mainly in emerging markets. The Company seeks to meet its investment policy by investing principally in for cancellation – 9,624 (9,624) – – – a diversified portfolio of both listed and unlisted companies. Derivative instruments may be used for purposes of hedging the Dividends paid – 16,811 (16,811) – – – underlying portfolio of investments. The Company has the power to take out both short and long term borrowings. In pursuing the Interest paid – 806 (806) – – – 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 – 27,241 (10,630) 705 237 17,553 (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 Balance as at Foreign Balance as at and processes for managing the financial risks are set out in (a), (b) and (c) below. The accounting policies which govern the reported 31 March Transactions in Net exchange 31 March Statement of Financial Position carrying values of the underlying financial assets and liabilities, as well as the related income and 2023 the year cashflow loss 2024 expenditure, are set out in note 1 to the accounts. The policies are in compliance with IFRS in conformity with the requirements of 2024 £’000s £’000s £’000s £’000s £’000s Companies Act 2006 and best practice and include the valuation of financial assets and liabilities at fair value. The Company does Bank loans 35,102 – (34,122) (980) – not make use of hedge accounting rules. Repurchase of shares for cancellation – 25,397 (25,397) – – (a) Market risks Dividends paid – 16,935 (16,935) – – The fair value of equity and other financial securities held in the Company’s portfolio fluctuates with changes in market prices. 35,102 42,332 (76,454) (980) – 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 24. Related party transactions 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. The The following are considered related parties of the Company during the year: the subsidiary undertaking (UEM (HK) Limited), the Company’s other assets and liabilities may be denominated in currencies other than Sterling and may also be exposed to interest associates of the Company (EBP Holdings Limited, East Balkan Holdings Limited, Petalite Limited and Pitch Hero Holdings Limited), the rate risks. ICMIM and the Board regularly monitor these risks. The Company does not normally hold significant cash balances. Board of UEM, ICM and ICMIM (the Company’s joint portfolio managers), Mr Saville, Mr Jillings and Ms Broers (key management persons of Borrowings are limited to amounts and currencies commensurate with the portfolio’s exposure to those currencies, thereby ICMIM) and UIL Limited. limiting the Company’s exposure to future changes in exchange rates. Gearing may be short or long term, in Sterling and foreign The following transactions were carried out during the year to 31 March 2025 between the Company and its related parties above: 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 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. In the and paid on gearing. year, UEM (HK) Limited repaid £951,000 of capital and £269,000 loan interest was capitalised. As at 31 March 2025 the fair value of the loan held with UEM (HK) Limited was £3,272,000 and loan interest accrued was £nil. Currency exposure There were no transactions between the associated undertakings and the Company other than transactions in the ordinary course of The principal currencies to which the Company was exposed during the year are set out below (2024: Brazilian Real, Euro, Hong UEM’s business and these are set out in note 10. As detailed in the Directors’ Remuneration Report on pages 49 to 51, the Board received Kong Dollar, Indian Rupee, Philippine Peso and United States Dollar) . The exchange rates applying against Sterling as at 31 March, aggregate remuneration of £198,000 (31 March 2024: £198,000) included within “other expenses” for services as Directors. As at the year and the average rates during the year, were as follows: 78 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 79 ### Notes to the Accounts (continued) | | 2025 Average 2024 | | | | | | | | 2025 2024 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | BRL Brazilian Real 7.4548 7.1604 6.3233 | | Strengthening | BRL | EUR | HKD | | INR | PHP | USD | BRL | EUR | HKD | | INR | PHP | USD | | | | of Sterling | £’000s | £’000s | £’000s | £’000s | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | £’000s | £’000s | EUR Euro 1.1958 1.1883 1.1697 Statement of Comprehensive Income return after tax HKD Hong Kong Dollar 10.0649 9.9428 9.8868 Revenue return (451) – (131) (307) (239) (77) (443) – (199) (403) (168) (5) INR Indian Rupee 110.5971 107.8686 105.3582 Capital return (10,812) (4,917) (5,411) (3,226) (5,191) (3,446) (14,009) (4,131) (4,683) (4,236) (3,926) (2,631) PHP Philippine Peso 74.0463 73.6944 71.0136 Total return (11,263) (4,917) (5,542) (3,533) (5,430) (3,523) (14,452) (4,131) (4,882) (4,639) (4,094) (2,636) VND Vietnamese Dong 33,059.13 32,234.22 31,322.28 NAV per share The Company’s assets and liabilities as at 31 March shown at fair value, by currency based on the country of primary exposure, Basic – pence (5.99) (2.61) (2.95) (1.88) (2.89) (1.87) (7.32) (2.09) (2.47) (2.35) (2.07) (1.33) are shown below: Interest rate exposure BRL EUR HKD INR PHP VND Other Total 2025 2024 2025 £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s Within More than Within More than Current assets – – 66 87 1,609 75 1,991 3,828 | | | one year | | one year | | Total | one year | one year | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Creditors – (12,553) – (665) – – – (13,218) | | | £’000s | | £’000s | £’000s | £’000s | £’000s | £’000s | | Foreign currency exposure on | Exposure to floating rates | | | | | | | | | net monetary items – (12,553) 66 (578) 1,609 75 1,991 (9,390) Cash 3,933 – 3,933 5,751 – 5,751 Investments 97,304 44,257 48,699 29,038 46,719 31,012 158,166 455,195 Loans (17,553) – (17,553) – – – Total net foreign currency (13,620) – (13,620) 5,751 – 5,751 exposure 97,304 31,704 48,765 28,460 48,328 31,087 160,157 445,805 Percentage of net exposures (%) 21.8 7.1 10.9 6.4 10.8 7.0 36.0 100.0 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 BRL EUR HKD INR PHP USD Other Total market rates. The Company’s total returns and net assets are sensitive to changes in interest rates on cash and borrowings. 2024 £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s Based on the financial assets and liabilities held and the interest rates pertaining at each Statement of Financial Position date, Current assets 2,110 – 232 – 2,320 8,292 875 13,829 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. Creditors (1,693) – – – (1,970) (2,146) – (5,809) Foreign currency exposure on 2025 2024 net monetary items 417 – 232 – 350 6,146 875 8,020 | | 2% increase | | 2% decrease | | 2% increase | | 2% decrease | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investments 126,075 37,174 42,140 38,023 35,267 23,682 169,292 471,653 | | in rate | | in rate | | in rate | | in rate | | | | £’000s | | £’000s | | £’000s | | £’000s | Total net foreign currency exposure 126,492 37,174 42,372 38,023 35,617 29,828 170,167 479,673 Revenue return 9 (9) 115 (115) Percentage of net exposures (%) 26.4 7.8 8.8 7.9 7.4 6.2 35.5 100.0 Capital return (281) 281 – – Net assets (272) 272 115 (115) 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% (2024: 10%) would have had the following Other market risk exposures approximate effect on annualised income after tax and on NAV per share: The portfolio of investments, valued at £495,154,000 as at 31 March 2025 (2024: £517,195,000) is exposed to market price changes. 2025 2024 Based on the portfolio of investments at the Statement of Financial Position date and assuming other factors remain constant, a Weakening of BRL EUR HKD INR PHP VND BRL EUR HKD INR PHP USD Sterling £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s £’000s 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: Statement of Comprehensive Income return after tax 2025 2024 Revenue return 451 – 131 307 239 77 443 – 199 403 168 5 Increase Decrease in Increase Decrease in Capital return 10,812 4,917 5,411 3,226 5,191 3,446 14,009 4,131 4,683 4,236 3,926 2,631 in value value in value value Total return 11,263 4,917 5,542 3,533 5,430 3,523 14,452 4,131 4,882 4,639 4,094 2,636 Statement of Comprehensive Income capital return £’000s 98,516 (98,516) 102,901 (102,901) NAV per share NAV per share Basic – pence 5.99 2.61 2.95 1.88 2.89 1.87 7.32 2.09 2.47 2.35 2.07 1.33 Basic – pence 52.82 (52.82) 53.92 (53.92) 80 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 81 ### Notes to the Accounts (continued) (b) Liquidity risk exposure 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 The Company is required to raise funds to meet commitments associated with financial instruments. These funds may be raised take account of recent arms’ length transactions in the same or similar investments. The Directors regularly review the principles either through the realisation of assets or through increased borrowing. The risk of the Company not having sufficient liquidity applied by the Investment Managers to those valuations to ensure they comply with the Company’s accounting policies and with at any time is not considered by the Board to be significant given the number and value of quoted liquid investments held in the fair value principles. Company’s portfolio (68 valued at £481,774,000 as at 31 March 2025) and the existence of the Barclays Bank PLC loan facility agreement expiring on 30 May 2026. Level 3 financial instruments valuation methodology Cash balances are held with reputable banks with high quality external credit ratings. 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 Investment Managers review liquidity at the time of making each investment decision. The Board reviews liquidity exposure The Company uses proprietary valuation models, which are compliant with IPEV guidelines and IFRS 13 and which are usually at each meeting. The Company has a loan facility of £50.0m as set out in note 13. The remaining contractual maturities of the developed from recognised valuation techniques. Some or all of the significant inputs into these models may not be observable financial liabilities as at 31 March, based on the earliest date on which payment can be required, were as follows: in the market and are derived from market prices or rates or are estimated based on assumptions. Valuation models that employ Three More than three significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair | | months | | months but less | | More than | | | value. Management judgement and estimation are usually required for the selection of the appropriate valuation model to be | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | or less | | than one year | | one year | | Total | used, determination of expected future cash flows of the financial instrument being valued, determination of the probability of | | 2025 | | £’000 | | £’000 | | £’000 | £’000 | counterparty default and prepayments, peer group multiple and selection of appropriate discount rates. | Creditors: Fair value estimates obtained from such models are adjusted for any other factors, such as controlling interest, historical and Bank loans and interest 76 18,374 – 18,450 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. Other payables 806 – – 806 The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the 882 18,374 – 19,256 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 Three More than three flows, cost of recent investment or last funding round, or listed peer comparison or peer group multiple as appropriate. Where months months but less More than applicable, the Directors have considered observable data and events to underpin the valuations. A discount has been applied, or less than one year one year Total 2024 £’000 £’000 £’000 £’000 where appropriate, to reflect both the unlisted nature of the investments and business risks. Creditors: Sensitivity of level 3 financial investments measured at fair value to changes in key assumptions. Securities purchased for future settlement 3,502 – – 3,502 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 Other payables 695 – – 695 sensitivities shown in the table below give an indication of the effect of applying reasonable and possible alternative assumptions. 4,197 – – 4,197 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 trade tariff uncertainty, geopolitical (c) Credit risk and counterparty exposure tensions, high rates of inflation, tightening energy supplies, higher interest rates and the Ukraine and Middle East conflicts. The The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for impact on the valuations has been varied and largely linked to their relevant sectors and this has been reflected in the level of securities which the Company has delivered. The Board approves all counterparties used by the Company in such transactions, which sensitivities applied. 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 The following table shows the sensitivity of the fair value of level 3 financial investments to changes in key assumptions. regulatory body. The rate of default in the past has been negligible. Cash and deposits are held with reputable banks with high quality As at 31 March 2025 external credit ratings. Carrying The Company has an on-going contract with its custodians for the provision of custody services. The contracts are reviewed regularly. Investment Valuation Risk Sensitivity amount Sensitivity Details of securities held in custody on behalf of the Company are received and reconciled monthly. To the extent that the Investment Investment type methodology weighting +/- £’000s £’000s Managers and Waverton carry out duties (or cause similar duties to be carried out by third parties) on the Company’s behalf, the Last funding Company is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings with the Investment Petalite Equity round Medium 20% 3,583 717 Managers. UEM (HK) Limited Loan NAV Low 10% 3,272 327 None of the Company’s financial assets is past due or impaired. Fair value of EBP Equity net assets Medium 20% 3,211 642 (d) Fair value of financial assets and financial liabilities Other investments Equity Various Medium 20% 2,626 525 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 Discounted their capital repayment amounts. Borrowings in foreign currencies were converted into Sterling at exchange rates ruling at each Other investments Loan cash flows Medium 20% 688 138 valuation date. Total 13,380 2,349 82 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 83 ### Notes to the Accounts (continued) During the year three holdings with a value of £9.4m were transferred from level 1 to level 2 due to the investee companies As at 31 March 2024 shares trading irregularly in the year. The book cost and fair value were transferred using the 31 March 2023 balances. Carrying A reconciliation of fair value measurements in level 3 is set out in the following table: | | Investment | | | Valuation | | | Risk | Sensitivity | | amount | Sensitivity | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investment | | type | methodology | | | weighting | | | +/- | £’000s | | £’000s | | | | | | | | | | | | | | | | | 2025 | 2024 | | | | | Last funding | | | | | | | | | | £’000 | £’000 | | Petalite Equity/Loan | | | | | round High 70% 10,082 7,057 | | | | | | | | | | Balance brought forward 23,114 58,693 UEM (HK) Limited Loan NAV Low 10% 4,711 471 Purchases 4,780 2,600 Fair Value of net Sales (4,051) (9,435) EBP Equity assets Medium 20% 3,452 690 (Losses)/gains on investments sold in the year (26) 742 Other investments Equity Various Medium 20% 4,212 842 Losses on investments held at end of year (10,437) (29,486) Discounted cash Other investments Loan flows Medium 20% 657 131 Balance as at 31 March 13,380 23,114 Total 23,114 9,191 Analysed as at 31 March (e) Capital Risk Management Cost of investments 24,094 23,391 The investment policy of the Company is stated as being to provide long term total return through a flexible investment policy Losses on investments (10,714) (277) that permits it to make investments predominantly in infrastructure, utility and related sectors, mainly in emerging markets. The Valuation 13,380 23,114 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. Quoted investments classified as level 2 holdings due to irregular trading are valued at fair value using the latest market bid price. 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. The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as follows: Level 1 Level 2 Level 3 Total As at 31 March 2025 £’000 £’000 £’000 £’000 Investments 472,111 9,663 13,380 495,154 During the year one holding with a value of £5.9m was transferred from level 1 to level 2 due to the investee company shares trading irregularly in the year. The book cost and fair value were transferred using the 31 March 2024 balances. Level 1 Level 2 Level 3 Total As at 31 March 2024 £’000 £’000 £’000 £’000 Investments 487,603 6,478 23,114 517,195 84 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 85 ## 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, ICMM, 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 provision | 2025 | | 2024 | | | --- | --- | --- | --- | --- | | | Gross method | Commitment method | Gross method | Commitment method | | Maximum permitted limit | 300% | 300% | 300% | 300% | | Actual | 104% | 104% | 100% | 100% | 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 2025 and 31 March 2024, 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. ## Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Utilico Energy, Society of Chemistry, Burlington House, Piccadilly, London W1J 0RA, is the purpose of considering and, if thought fit, passing the following resolutions 1 to 11, as ordinary resolutions and, in the case of resolution 1 to 11, as ordinary resolutions and, in the case of resolution 1 to 11, as ordinary resolutions and, in the case of resolution 1 to 11, as ordinary resolutions and, in the case of resolution 1 to 11, as ordinary resolutions and, in the case of resolution 1 to 11, as ordinary resolutions and, in the case of resolution 1 to 11, as ordinary resolutions and, in the case of resolution 1 to 11. ### Ordinary Business 1. To receive and adopt the report of the Directors of the Company, 31 March 2025, together with the report of the auditor thereof. 2. To approve the Directors' Remuneration Policy. 3. To approve the Directors' Remuneration Report for the year ended 31 March 2025. 4. To approve the Company's dividend policy to pay four interim amounts. 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 re-elect Ms Nadya Wells as a Director. 9. To appoint BDO LLP as auditor to the Company to hold office for the Meeting of the Company. 10. To authorise the Directors to determine the auditor's remuneration policy. ### Special Business #### Ordinary Resolution[{"box_2d": [710, 378, 999, 468], "label": "list", "caption": "11. That, in substitution for all existing authorities, the Directors of the Company, unconditionally authorised pursuant to section 551 of the Company's Bill of Lading, the Company of the Company to allot shares in the Company and to grant rights to the Company of the Company to allot shares in the Company (\"Securities\") up to an aggregate nominal amount of the issued share capital equal to the value of the Company's share capital (the value of this Notice) provided that this authority shall expire at the date of the Company to be held in 2026 but so that the Company may at any time before such expiry may be in the event of such expiry, such equity securities to be allotted or sold after such expiry and such equity securities in pursuance of such offers or agreements.\n12. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n13. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n14. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n15. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n16. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n17. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n18. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n19. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n20. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n21. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n22. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n23. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n24. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n25. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n26. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n27. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n28. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n29. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n30. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n31. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n32. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n33. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n34. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n35. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n36. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n37. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n38. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n39. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n40. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n41. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n42. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n43. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n44. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n45. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n46. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n47. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n48. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n49. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n50. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n51. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n52. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n53. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n54. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n55. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n56. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n57. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n58. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n59. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n60. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n61. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n62. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n63. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n64. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n65. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n66. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n67. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n68. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n69. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n70. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n71. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n72. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n73. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n74. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n75. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n76. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n77. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n78. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n79. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n80. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n81. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n82. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n83. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n84. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n85. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n86. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n87. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n88. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n89. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n90. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n91. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n92. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n93. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n94. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n95. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n96. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n97. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n98. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n99. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n100. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n101. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n102. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n103. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n104. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n105. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n106. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n107. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n108. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n109. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n110. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n111. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n112. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n113. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n114. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n115. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n116. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n117. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n118. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n119. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n120. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n121. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n122. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n123. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n124. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n125. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n126. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n127. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n128. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n129. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n130. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n131. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n132. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n133. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n134. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n135. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n136. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n137. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n138. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n139. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n140. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n141. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n142. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n143. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n144. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n145. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n146. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n147. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n148. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of the Company to allot equity securities (as defined in section 560 of the Act) pursuant to the Company's Bill of Lading, the Company of the Company to sell equity securities held by the Company as treasury shares in the Company and to sell equity securities in pursuance of such offers or agreements.\n149. That, in substitution for all existing authorities and subject to the Company's Bill of Lading, the Company of ## Notice of Annual General Meeting (continued) (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 27,500,000 (being approximately 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 2026 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 13 June 2025 Registered Office: The Cottage, Ridge Court The Ridge Epsom, Surrey KT18 7EP # Notes: 1. A member entitled to attend and vote at the meeting convened by the above Notice is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend, speak and vote in his/her place. A proxy need not be a member of the Company. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. 2. To appoint a proxy, you may use the form of proxy enclosed with this annual report. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarial certified or office copy of the same, must be completed and returned to the office of the Company's registrar in accordance with the instructions printed thereon as soon as possible and in any event by not later than 10:30 a.m. on 12 September 2025. Amended instructions must also be received by the Company's registrar by the deadline for receipt of forms of proxy. Alternatively, you can vote or appoint a proxy electronically by visiting wwwinvestorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN which are printed on the form of proxy. The latest time for the submission of proxy votes electronically is 10:30 a.m. on 12 September 2025. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0370) 707 1375 or you may photocopy the form of proxy. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned together in the same envelope. 3. Completion and return of the form of proxy will not prevent you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will be automatically terminated. 4. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person") should note that the provisions in Notes 1 and 2 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only ordinary shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such agreement to give instructions to the member as to the exercise of voting rights at the meeting. 5. Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy the information rights (or 88 | Utilico Emerging Markets Trust plc ### Notice of Annual General Meeting (continued) ## Company Information 10. If the Chairman, as a result of proxy appointments, is on the website. The business which may be dealt with at given discretion as to how the votes the subject of those the meeting includes any statement that the Company has | proxies are cast and the voting rights in respect of those | been required under section 527 of the Companies Act | | | | --- | --- | --- | --- | | | | Directors | Brokers | | discretionary proxies, when added to the interests in the | 2006 to publish on a website. | | | | Company’s securities already held by the Chairman, result in | | Mark Bridgeman (Chairman) | Shore Capital and Corporate Limited | 14. As at 11 June 2025 (being the last practicable date prior the Chairman holding such number of voting rights that he Isabel Liu Cassini House, 57 St James’s Street to the publication of this Notice of Annual General has a notifiable obligation under the Disclosure Guidance Meeting), the Company’s issued share capital consisted of Eric Stobart, FCA London SW1A 1LD and Transparency Rules, the Chairman will make the 184,830,391 ordinary shares of 1p each, excluding shares Nadya Wells Authorised and regulated in the UK by the Financial Conduct Authority necessary notifications to the Company and the Financial held in treasury. Each ordinary share carries the right to one Barclays Bank PLC Conduct Authority. As a result, any member holding 3% vote and therefore the total voting rights in the Company as 1 Churchill Place or more of the voting rights in the Company, who grants Registered Office at the date of this Notice are 184,830,391. London E14 5HP the Chairman a discretionary proxy in respect of some or 15. Further information regarding the meeting which the The Cottage all of those voting rights and so would otherwise have a Authorised by the Prudential Regulation Authority and regulated by the Company is required by section 311A of the Companies Act Ridge Court Financial Conduct Authority and the Prudential Regulation Authority notification obligation under the Disclosure Guidance and 2006 to publish on a website in advance of the meeting, can The Ridge Transparency Rules, need not make a separate notification be accessed at www.uemtrust.co.uk. Epsom to the Company and Financial Conduct Authority. Any Legal Adviser to the Company such person holding 3% or more of the voting rights in the 16. No service contracts exist between the Company and any Surrey KT18 7EP Company who appoints a person other than the Chairman of the Directors, who hold office in accordance with letters Norton Rose Fulbright LLP Company Registration Number: 11102129 as his proxy will need to ensure that both he and such of appointment and the Articles of Association. 3 More London Riverside Legal Entity Identifier: 2138005TJMCWR2394O39 person complies with their respective disclosure obligations 17. Copies of the letters of the appointment and deeds of London SE1 2AQ under the Disclosure Guidance and Transparency Rules. indemnity between the Company and the Directors, a 11. Any questions relevant to the business of the meeting may copy of the Articles of Association of the Company and AIFM, Joint Portfolio Manager and the register of the Directors’ holdings will be available for Auditor be asked at the meeting by anyone permitted to speak Company Secretary at the meeting. A shareholder may alternatively submit a inspection at the registered office of the Company during BDO LLP question in advance by a letter addressed to the Company usual business hours on any weekday (Saturdays, Sundays ICM Investment Management Limited 55 Baker Street Secretary at the Company’s registered office. Under and Bank Holidays excluded) until the date of the meeting PO Box 208 London W1U 7EU section 319A of the Companies Act 2006, the Company and also on the date of the meeting from 15 minutes prior Epsom Member of the Institute of Chartered Accountants in England and Wales must answer any question a shareholder asks relating to to commencement of the meeting until the conclusion Surrey KT18 7YF the business being dealt with at the meeting, unless (i) thereof. Telephone +44 (0)1372 271486 answering the question would interfere unduly with the 18. Under sections 338 and 338A of the Companies Act 2006, Company Banker Authorised and regulated in the UK by the Financial Conduct Authority preparation for the meeting or involve the disclosure of members meeting with the threshold requirements in Barclays Bank PLC confidential information; (ii) the answer has already been those sections have the right to require the Company: (i) to 1 Churchill Place given on a website in the form of an answer to a question; give, to members of the Company entitled to receive notice Joint Portfolio Manager London E14 5HP or (iii) it is undesirable in the interests of the Company of the meeting, notice of a resolution which may properly be Authorised by the Prudential Regulation Authority and regulated by the or the good order of the meeting that the question be moved and is intended to be moved at the meeting; and/or ICM Limited Financial Conduct Authority and the Prudential Regulation Authority answered. (ii) to include in the business to be dealt with at the meeting 34 Bermudiana Road 12. Any corporation which is a member can appoint one or any matter (other than a proposed resolution) which may Hamilton HM 11 more corporate representatives who may exercise on its be properly included in the business. A resolution may Bermuda Registrar behalf all of its powers as a member provided that, if it is properly be moved or a matter may properly be included in the business unless: Computershare Investor Services PLC appointing more than one corporate representative, it does The Pavilions not do so in relation to the same shares. (a) (in the case of a resolution only), it would, if passed, be Administrator and custodian Bridgwater Road 13. Under section 527 of the Companies Act 2006, members ineffective (whether by reason of inconsistency with any JPMorgan Chase Bank N.A. – London Branch Bristol BS13 8AE meeting the threshold requirements set out in that section enactment or the Company’s constitution or otherwise); 25 Bank Street Telephone +44 (0370) 707 1375 have the right to require the Company to publish on a (b) it is defamatory of any person; or Canary Wharf website a statement setting out any matter relating to: (i) (c) it is frivolous or vexatious. London E14 5JP the audit of the Company’s accounts (including the auditor’s Such a request may be in hard copy form or in electronic Authorised and regulated in the UK by the Financial Conduct Authority Public Relations report and the conduct of the audit) that are to be laid form, and must identify the resolution of which notice is before the meeting; or (ii) any circumstance connected with Montfort Communications Limited to be given or the matter to be included in the business, an auditor of the Company ceasing to hold office since the 2nd Floor, Berkeley Square House must be authorised by the person or persons making it, Depositary Services Provider previous meeting at which annual accounts and reports Berkeley Square must be received by the Company not later than 4 August were laid in accordance with section 437 of the Companies JP Morgan Europe Limited Mayfair 2025 (being the date six clear weeks before the meeting) Act 2006. 25 Bank Street London W1J 6BD and, in the case of a matter to be included in the business The Company may not require the members requesting any Canary Wharf only, must be accompanied by a statement setting out the Telephone + 44 (0)20 7887 6287 such website publication to pay its expenses in complying London E14 5JP grounds for the request. with sections 527 or 528 of the Companies Act 2006. Authorised by the Prudential Regulation Authority and regulated by the 19. Any electronic address provided either in this Notice or in Financial Conduct Authority and the Prudential Regulation Authority Where the Company is required to place a statement on a any related documents (including the form of proxy) may website under section 527 of the Companies Act 2006, it not be used to communicate with the Company for any must forward the statement to the Company’s auditors not purpose other than those expressly stated. later than the time when it makes the statement available 90 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 91 ## Alternative Performance Measures The European Securities and Markets Authority defines an Alternative Performance Measure as being a financial NAV/share price total return since inception – the return to shareholders calculated on a per share basis measure of historical or future financial performance, financial position or cash flows, other than a financial measure by adding dividends paid and adjusting for the exercise of warrants and subscription shares to the increase or defined or specified in the applicable financial reporting framework. The Company uses the following Alternative decrease in the NAV/share price since inception. The dividends are assumed to have been re-invested in the form Performance Measures: 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. 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 2025 the share price | | | | NAV | | Share price | | NAV | | Share price | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | was 216.00p (2024: 221.00p) and the NAV per share was 257.28p (2024: 274.01p), the discount was therefore 16.0% | Total return since inception | | 31 March 2025 | | 31 March 2025 | | 31 March 2024 | | 31 March 2024 | | | (2024: 19.3%). | | 1 | | | | | | | | | | | NAV/share price 20 July 2005 (pence) | | | 98.36 100.00 98.36 100.00 | | | | | | | | Gearing – represents the ratio of the borrowings less cash of the Company to its net assets. | Total dividend, warrants and subscription shares | | | | | | | | | | adjustment factor 2.01687 2.14402 1.94953 2.05750 2025 2024 NAV/share price at year end (pence) 257.28 216.00 274.01 221.00 Year to 31 March Page £’000s £’000s Adjusted NAV/share price at year end (pence) 518.90 463.11 534.19 454.71 Bank loans 66 17,553 – Total return (%) 427.6 363.1 443.1 354.7 Cash 66 (3,933) (5,751) 1 Date of admission to trading on the Alternative Investment Market of UEM Limited. Total debt/(net cash) 13,620 (5,751) Equity holders' funds 66 479,822 522,933 Annual compound NAV total return since inception – the annual return to shareholders calculated on the Gearing/(net cash) (%) 2.8 (1.1) same basis as NAV total return, since inception. Annual compound 31 March 2025 31 March 2024 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 Annual compound NAV total return since inception (%) 8.8 9.5 been re-invested in the form of net assets or shares, respectively, on the date on which the dividends were paid. Ongoing charges – all operating costs expected to be regularly incurred and that are payable by the Company or Dividend rate NAV Share price borne within underlying investee funds, expressed as a proportion of the average weekly net asset values of the Year to 31 March 2025 (pence) (pence) (pence) Company (valued in accordance with its accounting policies) over the reporting period. The costs of buying and 31 March 2024 n/a 274.01 221.00 selling investments are excluded, as are interest costs, taxation, non-recurring costs and the costs of buying back or 28 June 2024 2.150 271.53 221.00 issuing shares. 27 September 2024 2.150 265.68 220.00 Ongoing charges calculation (excluding and including 31 March 2025 31 March 2024 19 December 2024 2.325 255.84 209.00 performance fees) Page £’000s £’000s 28 March 2025 2.325 258.18 216.00 Management and administration fees 64 5,665 5,813 31 March 2025 n/a 257.28 216.00 Other expenses 64 1,710 1,911 Total return (%) (2.9) 1.8 Total expenses for ongoing charges calculation 7,375 7,724 Dividend rate NAV Share price Average net asset values of the Company 503,449 516,317 Year to 31 March 2024 (pence) (pence) (pence) Ongoing Charges (%) 1.5 1.5 31 March 2023 n/a 250.91 217.00 23 June 2023 2.15 261.45 226.00 Gross assets – the value of the Group’s assets less liabilities excluding loans. 22 September 2023 2.15 266.05 225.00 31 March 2025 31 March 2024 15 December 2023 2.15 262.94 223.00 Page £’000s £’000s 28 March 2024 2.15 274.01 221.00 Investments 66 495,154 517,195 31 March 2024 n/a 274.01 221.00 Current assets 66 4,941 11,829 Total return (%) 12.8 5.8 Current liabilities - Other payables 66 (2,055) (4,573) Non-current liabilities - Provision for capital gains tax 66 (665) (1,518) Gross assets 497,375 522,933 92 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 93 ### Alternative Performance Measures (continued) ## Historical Performance as at 31 March 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 NAV total return per ordinary Revenue yield – represents the ratio of total income in the year over the closing portfolio value. 1 share (annual) (%) (2.9) 12.8 2.1 14.9 30.2 (24.9) 3.5 6.6 26.2 1.7 Share price total return per | | 31 March 2025 | | 31 March 2024 | | | 1 | | --- | --- | --- | --- | --- | --- | --- | | | | | | | ordinary share | (annual) (%) 1.8 5.8 0.8 17.6 27.3 (23.2) 5.4 7.1 24.9 (1.8) | | Page | | £’000s | | £’000s | | | Annual compound NAV Income 64 23,840 23,079 1 total return (since inception) (%) 8.8 9.5 9.3 9.7 9.4 8.1 11.0 11.7 12.1 10.9 Investments 66 495,154 517,195 Undiluted NAV per ordinary Revenue yield (%) 4.8 4.5 1 share (pence) 257.28 274.01 250.91 254.22 228.54 181.84 249.84 247.22 251.72 206.45 Diluted NAV per ordinary | Dividend yield – represents the ratio of dividends per ordinary share over closing ordinary share price. | | | | | | | 2 | | 2 | | 2 | | 2 | | 2 | | 2 | | 2 | | 2 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | share (pence) 257.28 | | 274.01 | | 250.91 | | 254.22 | | 228.54 | | 181.84 | | 249.84 | | 247.22 | | 241.29 202.52 | | | | 31 March 2025 | | 31 March 2024 | | Ordinary share price (pence) 216.00 221.00 217.00 224.00 197.50 161.50 217.90 212.00 214.50 178.50 | | | | | | | | | | | | | | | | | | | Page | | £’000s | | £’000s | | | | | | | | | | | | | | | | | | 3 Discount (%) (16.0) (19.3) (13.5) (11.9) (13.6) (11.2) (12.8) (14.2) (11.1) (11.9) Dividends per ordinary share 5 9.125 8.600 Earnings per ordinary Ordinary share price 5 216.00 221.00 share (basic) Dividend yield (%) 4.2 3.9 - Capital (pence) (18.81) 20.48 (6.61) 24.49 45.73 (68.29) (0.12) 4.66 44.46 (5.50) - Revenue (pence) 9.95 8.83 9.40 8.17 8.13 7.88 7.47 9.27 7.80 8.23 Total (pence) (8.86) 29.31 2.79 32.66 53.86 (60.41) 7.35 13.93 52.26 2.73 Dividends per ordinary share (pence) 9.125 8.600 8.450 8.000 7.775 7.575 7.200 7.000 6.650 6.400 1 Gross assets (£m) 497.4 522.9 542.5 569.6 556.1 461.4 581.9 579.8 579.0 455.2 Equity holders’ funds (£m) 479.8 522.9 507.4 545.9 505.7 414.3 574.2 579.8 532.2 436.6 Ordinary shares bought back (£m) 9.6 25.4 27.2 13.9 12.1 4.8 9.5 21.9 10.0 3.0 Net cash/(overdraft) (£m) 3.9 5.8 (1.0) 0.5 (3.2) 39.5 11.7 8.1 15.3 12.6 Bank loans (£m) (17.5) - (35.1) (23.7) (50.4) (47.1) (7.8) 0.0 (46.8) (18.7) Net cash/(debt) (£m) (13.6) 5.8 (36.1) (23.2) (53.6) (7.6) 3.9 8.1 (31.5) (6.1) Net cash/(gearing) on net assets (%) (2.8) 1.1 (7.1) (4.3) (10.6) (1.8) 0.7 1.4 (5.9) (1.4) Management and administration fees and other expenses 4 - excluding performance fee (£m) 7.4 7.7 7.4 7.3 5.0 6.4 5.9 5.7 5.2 4.5 4 - including performance fee (£m) 7.4 7.7 7.4 7.3 10.1 6.4 5.9 5.7 14.3 4.5 1 Ongoing charges figure 4 - excluding performance fee (%) 1.5 1.5 1.4 1.4 1.1 1.1 1.0 1.0 1.1 1.1 4 - including performance fee (%) 1.5 1.5 1.4 1.4 2.1 1.1 1.0 1.0 2.9 1.1 1 See Alternative Performance Measures on pages 92 to 94 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 94 | Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025 | 95 ### Emerging Cities | Emerging Wealth | Emerging Opportunities UK Contact PO Box 208 Epsom Surrey KT18 7YF Telephone: +44 (0)1372 271486 www.uemtrust.co.uk