UTILICO Emerging Markets Trust plc ![img-0.jpeg](img-0.jpeg) # 2026 Report and Accounts MANAGED BY ICM --- Emerging Cities | Emerging Wealth | Emerging Opportunities Why Utilico Emerging Markets ![img-1.jpeg](img-1.jpeg) Dillon (2004) Utilico Emerging Markets Trust plc's investment objective is to provide long term total return by investing predominantly in infrastructure, utility and related sectors, primarily in emerging markets. #### Trusted A closed end fund focused on long term total return #### Diversified A diverse portfolio of operational cash generative investments #### Proven Strong management team with a long term record of outperformance Utilico Emerging Markets Trust plc's unique in focusing on infrastructure, utility and related sectors, primarily in emerging markets, where staff are accelerated by global inflation #### Unique Exposure to Infrastructure Megatrends Utilico Emerging Markets Trust plc ("UEM") or the "Company" offers a diverse portfolio of high conviction, bottom-up investments in infrastructure and utilities, providing unique exposure to infrastructure megatrends in emerging markets ("IEM"). #### Real Assets Driving Compelling Returns UEM's portfolio of primarily listed operational infrastructure assets typically offers attractive growth and yields at compelling valuations. The portfolio provides predictable, sustainable and growing income as a result of long term cash flows, which are often underpinned by established regulatory frameworks. * See Alternative Performance Measures on pages 32 to 34 Ex Sim mo a k spe St As • • • --- UTILICO Emerging Markets Trust plc # Contents # Performance 3 Current Year Performance 4 Megatrends 5 Performance Summary 6 Chairman's Statement 10 Distribution of Total Assets 11 Investment Portfolio 13 Performance Since Inception (20 July 2005) 14 Ten Year Performance # Strategic Report and Investments 15 Investment Managers' Report 21 Investment Approach 23 ESG Spotlight 25 Ten Largest Holdings 26 Strategic Report 35 Investment Managers and Team # Governance 37 Directors 38 Directors' Report 44 Corporate Governance Statement 50 Directors' Remuneration Report 53 Audit & Risk Committee Report 56 Directors' Statement of Responsibilities # Financial Statements 57 Independent Auditor's Report 64 Accounts 68 Notes to the Accounts # Additional Information 87 Notice of Annual General Meeting 91 Company Information 92 Alternative Performance Measures 95 Historical Performance ![img-2.jpeg](img-2.jpeg) International Container Terminal Services, Inc (Philippines) # Financial Calendar # Year End 31 March # Annual General Meeting 15 September 2026 # Half Year 30 September # Dividends Payable March, June, September and December The business of UEM consists of investing the pooled funds of its shareholders in accordance with its investment objective and policy, with the aim of spreading investment risk and generating a return for shareholders. The joint portfolio managers of the Company are ICM Investment Management Limited ("ICMM") and ICM Limited ("ICM"), together referred to as the "Investment Managers". A constituent of the FTSE 250 Index 5 year rating out of 2021 Global Emerging Markets Equity funds as of 31 March 2026 # Current Year Performance Net Asset Value ("NAV") Total Return Per Share* Share Price Total Return Per Share* NAV 25.9% 30.2% 3 (2025: -2.9%) (2025: 1.8%) (2025: -2.9%) Dividends of 9.585p Per Share** Dividend Yield* Disc ↑ 5.0% 3.5% 1 (2025: ↑ 6.1%) (2025: 4.2%) (2025: 4.2%) 10.8m Shares Bought Back Invested Rea £27.6m £191.0m £ (2025: £9.6m) (2025: £128.4m) (2025: £128.4m) * See Alternative Performance Measures on pages 92 to 94 ** Excluding the 2.50p per share special interim dividend # Total Return Comparative P from 31 March 2025 to 31 March 2026 ![img-3.jpeg](img-3.jpeg) Refused to 100 as at 31 March 2025 2 | Utilico Emerging Markets Trust plc --- # Megatrends Accelerating Upside in Emerging Markets ## Social Infrastructure ### Urbanisation and rise of the middle class driving demand for better social infrastructure - Most EM countries lack adequate essential social infrastructure. - The growth of the middle class is increasing demand for better quality services and infrastructure. - Rapid urbanisation is creating a demand for significant investments in infrastructure, transportation, communication and internet services creating exciting opportunities for portfolio companies. ## Energy Growth and Transition ### Security, decarbonisation and investment in energy to support strong economic growth - Strong economic development requires significant investment in energy infrastructure. - Geopolitical tensions are driving energy security higher up the agenda to reduce reliance on imported energy and promote energy self sufficiency. - Lower or net zero emissions targets to combat climate change require decarbonisation of the energy matrix. - AI energy requirements are driving the need for new generation capacity and increased grid investment. ## Digital Infrastructure ### Rapid digital adoption accelerating demand for digital infrastructure - Increasingly affordable information technology drives wider, faster network coverage, resulting in improved communication, innovation, knowledge and trust. - A more capable and connected digital infrastructure is empowering companies in EM to deliver innovative goods and services to both domestic and global customer bases. - New and disruptive applications developed in EM, including those facilitated by AI technology, are creating new business models and efficiencies. - Advantageous demographics of young tech savvy populations and technology trends will continue to drive demand for digital services and the need for digital infrastructure in EM. ## Global Trade ### Trade being fuelled by structural growth drivers, geopolitical dynamics and shifting supply chains - EM economies offering strong GDP growth increasing their importance in the share of world trade. - Supply chain disruptions, geopolitical tensions and increasing export restrictions has led companies to reconsider their supply chains. - The increasingly multi-polar world and the reshaping of the competitive environment are presenting new investment opportunities and the need to diversify supply chains. * % of total investments 4 | Utilico Emerging Markets Trust plc # Performance Summary NAV total return per share (annual) (%) Share price total return per share (annual) (%) Annual compound NAV total return (since inception - 20 July 2009) (%) NAV per share (pence) Share price (pence) Discount (%) ### Earnings per share (basic) - Capital (pence) - Revenue (pence) Total (pence) ### Dividends per share - 1st quarter (pence) - 2nd quarter (pence) - 3rd quarter (pence) - 4th quarter (pence) Total (pence) Special interim dividend (pence) Gross assets (£m) Equity holders' funds (£m) Shares bought back (£m) Cash (£m) Bank loans (£m) Net debt (£m) Net gearing (%) Management and administration fees and other expenses (£m) Ongoing charges figure (%) 1 See Alternative Performance Measures on pages 92 to 94 2 All performance data relating to periods prior to 3 April 2018 are in respect of UK 3 The fourth quarterly dividend and special interim dividend have not been included --- # Chairman's Statement ![img-4.jpeg](img-4.jpeg) Mark Bridgeman Chairman I am pleased to report on the performance and activities of UEM for the financial year ended 31 March 2026. Given all the uncertainty that has been witnessed this year, the results demonstrate the strength of UEM's EM infrastructure and utilities focused portfolio and its investment strategy of delivering long term sustainable returns. UEM reported a NAV total return of 25.9% for the year to 31 March 2026, compared with the 26.8% gain in the MSCI EM Index. Given the portfolio's underexposure to direct Artificial Intelligence ("AI") and technology investments particularly within Asia, a sector that has seen significant euphoria this year, this serves as a compelling endorsement of UEM's highly differentiated benchmark agnostic emerging markets portfolio. As well as celebrating UEM's 20th anniversary during the year, UEM's entry to the FTSE 250 Index in December 2025 was an important milestone and a strong testament to the Company's unique long term strategic focus. The Company has also continued to significantly outperform the Index over both five years and since inception, again reflecting the long term nature of UEM's investment portfolio, investing in companies that are providing essential services and helping drive long term growth of EM countries. Over the five years to 31 March 2026 and since inception, UEM's NAV total return increased by 61.8% and 564.2% respectively, significantly outperforming the MSCI EM Index which rose by 25.4% and 411.7% over the same periods. The investment backdrop this year has not been an easy one to navigate, characterised by a steady stream of economic and geopolitical developments that have heightened uncertainty and increased market volatility. EM did, however, start the financial year in a positive position reflecting a revival after a long period of underperformance. This improvement was supported by growing uncertainty around 'US exceptionalism', which contributed to a weaker US Dollar, alongside easing monetary conditions, and modest capital inflows into EM, driven by comparatively attractive valuations relative to the US. The investment landscape became increasingly volatile towards the end of the financial year due to heightened geopolitical tensions in the Middle East, resulting in rising energy prices and a more cautious investor environment. Nevertheless, UEM's portfolio is well placed, with most of the companies continuing to perform well operationally. Given the nature of being essential utility or infrastructure assets which are crucial for the growth and development of many emerging markets, these assets are expected to continue to deliver positively over the long term. ## Five Year MSCI EM Sector Indices Total Returns (GBP adjusted) from 31 March 2021 to 31 March 2026 ![img-5.jpeg](img-5.jpeg) 6 | Utilico Emerging Markets Trust plc ## Indices Movements (%) from 31 March 2025 to 31 March 2026 ![img-6.jpeg](img-6.jpeg) ## Shareholder Initiatives Building on UEM's 20 year record of outperformance against the benchmark, the Board put in place a series of shareholder initiatives during the year, including a new conditional tender offer structure, a share buyback commitment and a progressive dividend policy, with the intention of enhancing shareholder returns. As part of these initiatives, the planned 2026 continuation vote was brought forward to September 2025 and held at a General Meeting on the same day as the Company's Annual General Meeting ("AGM"). I was pleased to report that the resolutions at the General Meeting were passed by over 97% of shareholders voting. The Board would like to thank shareholders sincerely for their continuing support. The next continuation vote will take place at the AGM to be held in 2030. ## Revenue and Dividends UEM's revenue earnings per share ("EPS") increased by 36.4% to 13.57p in the year to 31 March 2026. The strong increase in EPS is primarily due to several Brazilian listed companies bringing forward their ex-dividend dates and distributing excess cash, before an increase in Brazilian dividend withholding tax rates became effective on 1 January 2026. This tax change affected non-residential shareholders and certain Brazilian-resident individuals, resulting in UEM receiving an increase in income from some of its Brazilian investments over the period. In addition, Umeme UEM's revenue earnings per share ("EPS") increased by 36.4% to 13.57p in the year to 31 March 2026. The strong increase in EPS is primarily due to several Brazilian listed companies bringing forward their ex-dividend dates and distributing excess cash, before an increase in Brazilian dividend withholding tax rates became effective on 1 January 2026. This tax change affected non-residential shareholders and certain Brazilian-resident individuals, resulting in UEM receiving an increase in income from some of its Brazilian investments over the period. In addition, Umeme --- ## Chairman's Statement (continued) Retained earnings revenue reserve increased by £7.4m in the year to £19.4m, which represents 11.07p per share as at 31 March 2026, prior to payment of the fourth quarterly and special interim dividends which amount to 4.92p per share. ### Ongoing Charges Ongoing charges were lower at 1.4% for the year to 31 March 2026, compared with 1.5% in the prior year, which represents a positive outcome given ongoing inflationary pressure. The Board regularly reviews the Company's service providers and their fees, with ongoing charges remaining a key area of focus. ### Bank Debt As at 31 March 2026, UEM's total debt exposure in Sterling terms increased from £17.6m to £21.8m. UEM has a secured revolving £50.0m multi-currency loan facility provided by Barclays Bank. As a result of the increased market uncertainty at the start of March 2026 due to the US-Israeli strikes on Iran, UEM realised some portfolio positions. As a consequence, UEM's cash balance at the end of the financial year was £14.1m, resulting in a £7.7m net debt position as at year end (31 March 2025: £13.6m). Net gearing as at 31 March 2026 was 1.4% (31 March 2025: 2.8%). ### Unlisted Investments (Level 3 Investments) UEM's primary focus has been, and continues to be, on listed investments. As noted in last year's annual report, no new unlisted investments will be made, except in exceptional circumstances. As at 31 March 2026, the value of level 3 investments was £8.2m, representing 1.5% of the total portfolio, down from £13.4m (2.7%) as at 31 March 2025. The decrease is primarily due to the reduction in the valuation of Petalite and Conversant Solutions which were both written down to zero during the financial year. ### Share Buybacks Over the year to 31 March 2026, UEM's share price discount to NAV narrowed from 16.0% as at 31 March 2025 to 13.6%, with the discount narrowing to single digits at times during the year and averaging 12.7% over the period. The Board remains committed to utilising the buyback programme to seek to address the discount to NAV to benefit shareholders, with the ambition of maintaining a single digit discount in normal market conditions on a sustainable basis. During the year, the Company bought back 10.8m shares, equivalent to 5.8% of the share capital as at 31 March 2025 at an average price of 256.17p per share and a total cost of £27.6m. The share buyback has contributed to 0.7% of UEM's total return as at 31 March 2026. Since inception, the Company has bought back 101.3m shares, at a cost of £201.4m. ### Board As at 31 March 2026, the Board comprised four independent non-executive Directors with no changes over the year. As usual, all the Directors will stand for reappointment at the forthcoming AGM on 15 September 2026. As referred to in the Directors' Remuneration Report, a review of the remuneration policy has resulted in two changes being proposed. The first is to increase by 10% the annual Directors' remuneration limit set out in the Company's Articles of Association, to allow for succession planning and future Director recruitment. The second is to remove the requirement for each ### Currency Movements vs Sterling (%) from 31 March 2025 to 31 March 2026 ![img-7.jpeg](img-7.jpeg) Rebased to 100 as at 31 March 2025 Source: Bloomberg 8 | Utilico Emerging Markets Trust plc ![img-8.jpeg](img-8.jpeg) Martin Hower (Philippines) Div of with po Re ma the to Ou Th wh Cle the gro the we pro ref cu Ma Ch 18 --- # Distribution of Total Assets as at 31 March 2026 ## Sector Investment Exposure ![img-9.jpeg](img-9.jpeg) ## Geographical Investment Exposure ![img-10.jpeg](img-10.jpeg) Source: ICM 10 | Utilico Emerging Markets Trust plc # Investment Portfolio as at 31 March 2026 | Name | Megatrend | Value 2025 | %* | | --- | --- | --- | --- | | **Brazil** | | **146,477** | **26.5** | | Orizon Valorizacao de Residuos | 🚀 | 40,135 | 8.3 | | Alupar Investimento | 🚀 | 24,252 | 4.4 | | Sabesp | 🚀 | 23,198 | 4.2 | | Asia Energia | 🚀 | 12,737 | 2.3 | | Cia Paranaense de Energia (Cope) | 🚀 | 12,476 | 2.3 | | Equatorial | 🚀 | 12,271 | 2.2 | | JSL | 🚀 | 6,200 | 1.1 | | BRZ Infra Portos | 🚀 | 5,029 | 0.9 | | 4UM ICM Pl-Infra Fund | 🚀 | 4,179 | 0.8 | | Philippines | | 63,630 | 11.5 | | --- | --- | --- | --- | | International Container Terminal Services, Inc | 🚀 | 33,587 | 6.1 | | Manila Water | 🚀 | 21,464 | 3.9 | | Maynlad Water Services | 🚀 | 4,547 | 0.8 | | Converge Information and Communications Technology | 🚀 | 4,042 | 0.7 | | Emerging Europe (including UK) | | 53,552 | 9.7 | | --- | --- | --- | --- | | Enerjisa Enerji | 🚀 | 9,591 | 1.7 | | Piraeus Port Authority | 🚀 | 7,746 | 1.4 | | Telelim Business Services | 🚀 | 7,650 | 1.4 | | CTP | 🚀 | 7,321 | 1.3 | | Public Power Corporation | 🚀 | 6,389 | 1.2 | | TAV Haialimaniari Holding | 🚀 | 4,566 | 0.8 | | EBP Holdings | 🚀 | 3,360 | 0.6 | | Athens Water Supply & Sewage | 🚀 | 2,916 | 0.5 | | Athens International Airport | 🚀 | 2,102 | 0.4 | | Pitch Hero Holdings | 🚀 | 1,911 | 0.4 | * % of total investment ## Megatrends Key 🚀 Social Infrastructure 🚀 Energy Growth and Transition 🚀 D --- Investment Portfolio (continued) | Name | Megatrend | Value £000s | %* | | --- | --- | --- | --- | | **Colombia** | | **30,581** | **5.5** | | Celsia | | 11,035 | 2.0 | | Corporación Financiera Colombiana | | 10,378 | 1.9 | | Interconexión Eléctrica | | 7,107 | 1.3 | | Arts Gold | | 2,061 | 0.3 | | Africa | | 30,252 | 5.5 | | --- | --- | --- | --- | | Sonatel | | 12,366 | 2.2 | | Umeme Limited | | 6,681 | 1.2 | | Helios Towers | | 5,769 | 1.1 | | Kenya Electricity Generating Company | | 5,436 | 1.0 | | Other Latam | | 25,124 | 4.6 | | --- | --- | --- | --- | | Grupo Aeroportuario del Pacífico (GAP) | | 15,812 | 2.9 | | Grupo Traxión | | 6,072 | 1.1 | | Grupo Aeroportuario del Sureste (ASUR) | | 3,240 | 0.6 | * % of total investment # **Megatrends Key** Social Infrastructure Energy Growth and Transition Digital Infrastructure Global Trade ![img-11.jpeg](img-11.jpeg) Cia Paranaense de Energía (Cope) (Brazil) 12 | Utilico Emerging Markets Trust plc # Performance Since Inception (20 July 2005) NAV Annual Compound Total Return* **9.6%** NAV Total Return Per Share* **564.2%** 101.3m Shares Bought Back Dividends Per Share from 1.50p to **£201.4m** **9.585p** * See Alternative Performance Measures on pages 92 to 94 # **NAV and Share Price Performance Since Inception** from 20 July 2005 to 31 March 2026 ![img-12.jpeg](img-12.jpeg) Retweetino 100 as at 20 July 2005 1 Adjusted for the exercise of warrants and subscription shares --- # Ten Year Performance to 31 March 2026 ## Dividends Per Share ![img-13.jpeg](img-13.jpeg) ## Revenue Earnings Per Ordinary Share ![img-14.jpeg](img-14.jpeg) ## Investment Purchases and Realisations ![img-15.jpeg](img-15.jpeg) ## Portfolio Progression ![img-16.jpeg](img-16.jpeg) Source: IEM UEM invests primarily in companies and sectors displaying the characteristics of essential services or monopolies, benefitting from EM structural growth drivers accelerated by global infrastructure and utilities megatrends. 14 | Utilico Emerging Markets Trust plc # Investment Managers' Report ![img-17.jpeg](img-17.jpeg) **Charles Jillings** Investment Manager ![img-18.jpeg](img-18.jpeg) **Jacqueline Broers** Investment Manager For the year ended 31 March 2026, UEM's NAV total return was up by 25.9% compared to the MSCI EM Index which increased by 26.8%. However, as reported in the Chairman's Statement, over five years and since inception, UEM's NAV total return increased by 61.8% and 564.2%, significantly outperforming the MSCI EM Index which was up by 25.4% and by 411.7% respectively. ## Investment Environment During the year, the investment landscape has been marked by a steady stream of economic and political events that have heightened uncertainty and increased volatility, making the backdrop for EM (and developed markets) more complex. Early in the year, EM sentiment was affected by President Trump's aggressive 'Liberation Day' tariffs, which triggered a sharp global sell off. Although the impact was short lived, as countries were given a 90-day reprieve with tariffs ultimately scaled back, the episode resulted in heightened volatility, raising concerns around long term inflationary pressures. However, looking through the short term volatility created by shifting tariff policies, long term it is likely to be constructive for EM. Trump's protectionist policies have accelerated trends such as supply chain diversification, increased regional trade integration (witnessed within Europe as well as intra-Asia), and made countries more focused on domestic and intra demand within EM economies. This year has also witnessed a turning point for China and Asian technology focused countries such as Korea and Taiwan. Since the DeepSeek AI platform was a r AI a p se pro Co by ele inv cu sig mo Ov de by sp ex no div ex ha su Bro Bo ale de im str re mo po ex bu Th Co ye In fro ful Th ins ho Ch Ho co --- Investment Managers' Report (continued) ![img-19.jpeg](img-19.jpeg) IndiGrid Infrastructure Trust (India) a wider conflict in the Middle East towards the end of the reporting year. This has driven a sharp increase in energy prices and heightened market volatility, reversing earlier disinflationary trends. As a result, there are potential headwinds for many emerging economies, particularly those that are net energy importers, which are likely to face rising inflationary pressures and tighter financial conditions in the near term. UEM's exposure to the Middle East for the year to 31 March 2026 was very low at 1.4% of total investments compared to 1.7% as at 31 March 2025. Overall, the year has demonstrated the increasing resilience of EM and the growing importance of selectivity in navigating a more uncertain and fragmented global environment. # Portfolio Focus UEM's unique focus continues to be bottom-up investing in listed utilities and infrastructure companies within EM. Despite all the heightened uncertainty and volatility witnessed this year in the markets, the four infrastructure megatrends remained fundamental to the long term growth of many EM countries as infrastructure and utility assets are the backbone to driving economic growth. It is also evident that, despite all the noise within the markets this year, many of the infrastructure and utility investment companies' earnings have been resilient and growing, illustrating the defensive, long term sustainable cash generative nature of many of the assets in the portfolio. Social Infrastructure – has increased in UEM's portfolio this year, representing 34.7% of total investments (31 March 2025: 32.2%). Many EM countries still lack adequate basic social infrastructure for everyday life, particularly within the water sanitation and waste treatment sector which has been one area of focus for the fund. This segment increased from 15.6% as at 31 March 2025 to 21.5% at year end, driven by both strong share price performances as well as new investments. Within the water sector, both Manila Water (Philippines) and Sabesp (Brazil) have delivered strong share price performances over the year, rising 32.6% and 60.0% respectively. Both companies, which benefit from strong management teams, continue to be well placed to capitalise on their respective country's need for universal access to water and recognition of the importance of water security. New investments in the water sector have been made into Guangdong Investment (China) and Maynilad Water Services (Philippines), whilst additional investment has been made into Aguas Andinas (Chile). Within the waste sector, the portfolio's top holding, Orizon Valorizacao de Residuos ('Orizon') (Brazil), has continued to deliver. As the country's leading integrated waste management platform, processing approximately 8.9m tonnes per year as at 31 December 2025, Orizon has had a transformational year. Orizon acquired Vital Engenharia Ambiental, a transaction that will increase managed waste volumes by more than 50%, creating a market leader and consolidator in Brazil's fragmented waste management sector. Further, Orizon is advancing its biomethane production, converting landfill gas into a higher margin, contracted revenue stream, positioning itself to become a dominant biomethane platform across Latin America. The share price reflected this momentum, appreciating 68.5% over the year. All these water and waste companies are benefiting from supportive regulatory environments, and their operations are primarily domestically focused. As a result, they remain relatively insulated from the macroeconomic and geopolitical 'noise'. Social Infrastructure is also a clear beneficiary of the long term growth potential across EM, reflected in rising GDP per capita, an expanding middle class and increasing urbanisation. As living standards improve, demand for higher-quality social infrastructure and services tends to follow, supporting sustained investment. Grupo Aeroportuario del Pacífico ('GAP') is well positioned to capitalise on this theme. UEM held GAP in the past but, on identifying a compelling entry opportunity, we re-invested in November 2025. GAP is a Mexican-listed airport operator holding concessions across 14 airports: 12 in Mexico, including the major urban hubs of Guadalajara and Tijuana, as well as two in Jamaica, in total handling approximately 64m passengers in 2025. Energy Growth and Transition – now represents 30.2% of the portfolio (31 March 2025: 25.6%) as investment into energy infrastructure remains fundamental for EM countries in supporting and sustaining stronger long term GDP growth. Increasing energy demand for secure baseload capacity, driven in part by energy intensive AI, is also adding to the demand landscape. The long term drive among many EM countries is to decarbonise and achieve net zero also remains a focus. However, the Russia-Ukraine war, which triggered the 2022 energy crisis, along with the more recent developments in the Middle East leading to more volatile energy prices, clearly highlights that energy security is now an accelerated priority. This is particularly important for those EM countries that are net energy importers, as there is a need to safeguard supply and reduce exposure to energy price volatility, which would otherwise exacerbate inflationary pressures and influence monetary policy. UEM continues to favour assets that support the energy transition, as well as energy security and independence. Key investments that reinforce this approach within the electricity transmission segment include Alupar Investimento ('Alupar'), a transmission and generation company operating primarily in Brazil, and IndiGrid Infrastructure Trust, a transmission infrastructure investment trust in India. Both these investments are underpinned by stable transmission concession contracts and have the potential to acquire new transmission projects, which remain critical to supporting energy growth in those countries. Further, both companies have delivered strong share price performances during the year to 31 March 2026, rising by 21.3% and 16.2%, respectively. 16 | Utilico Emerging Markets Trust plc --- ## Investment Managers' Report (continued) A new investment was made into GDS Holdings ("GDS"), a leading Chinese data centre company, listed in Hong Kong and the US, which provides modular data centres for large Chinese technology companies such as Alibaba Group Holding. GDS has a substantial power quota and land bank for supporting future expansion. Its build-to-suit data centres are also typically contracted to a single client on long term contracts using modularised components and enable construction of a new data centre in months rather than years. Its share price rose by 29.9%. KINX, a long-standing Korean data centre investment, witnessed its share price increase by 36.0% over the year, having fully contracted its capacity at its new Gwacheon data centre, ahead of expectations. In contrast, progress on securing substantial new contracts at SUNeVision Holdings ("SUNeVision") in Hong Kong has been slower than anticipated, resulting in a 21.2% share price decline, following strong share price gains in the prior year. FPT Corporation's ("FPT") share price also underperformed, down by 38.3%, as foreign investors reduced their positions amid concerns over the impact of AI on its outsourcing business. However, FPT continued to grow, with net profits, up by 19.3% and new IT contract revenues in 2025 being 23.2% higher than in 2024. Over the year to 31 March 2026, UEM exited InPost, the Polish parcel locker company, after an offer to take it private materialised. UEM's exposure to Digital Infrastructure reduced by 5.0% to 20.0% as at the year end. **Global Trade** – over the year, global trade has been characterised by heightened uncertainty and volatility. Ongoing geopolitical tensions have disrupted trade flows, accelerated fragmentation and driven further supply chain diversification. In addition, frequent shifts in tariff policies following President Trump's inauguration have created challenges not only for corporates but also for national macroeconomic policymaking. Despite this, investment opportunities remain as the global economy becomes increasingly multipolar and less globalised, reshaping the competitive trading landscape and presenting both opportunities and challenges. One company that continues to navigate the challenging global trade landscape effectively is International Container Terminal Services, Inc. ("ICT"), the Philippines listed container port operator which has been a holding in the portfolio since 2005. ICT operates 33 container terminals across 19 countries, predominantly located in EM countries and continues to deliver a strong operational and financial performance. This reflects the strength of its diversified portfolio of origin and destination port assets, which are strategically well located. Its share price over the year to 31 March 2026 increased by 93.8%, significantly outperforming the local index which declined by 3.8% over the same period. As at 31 March 2026, Global Trade comprised 15.1% of the portfolio, a reduction of 2.1% on the prior year. This is primarily the result of UEM exiting two key investments. First, UEM realised £11.4m from the sale of Ocean Wilsons, a UK listed investment company, that operated as a maritime service provider through its Brazilian subsidiary, Wilson Sons. In July 2025, Ocean Wilsons launched a tender offer, into which UEM tendered the majority of its holding, subsequently selling the remainder of its position ahead of Ocean Wilsons' proposed merger with Hansa Investment Company. Second, UEM exited Rumo, a Brazilian rail-based logistics operator, due to a weaker outlook for the business, realising £9.1m. ### Portfolio Stock Positioning and Contribution As at 31 March 2026, UEM's gross assets increased to £572.7m (31 March 2025: £497.4m). This reflects the net portfolio gains of £98.5m during the year, an increase in loans of £4.2m and share buy backs of £27.6m. As at 31 March 2026, the top ten investments accounted for 41.9% (31 March 2025: 37.6%) with the top thirty holdings accounting for 76.4% of the total portfolio (31 March 2025: 73.7%). UEM invested £17.5m into a new investment, Colbún, the second largest energy generator in Chile with over 5,000W of installed capacity, primarily operating in Chile (89%) and Peru (11%). Colbún is a pure-play power generation company with a highly regarded management team. ### Total Return Contribution to NAV ![img-20.jpeg](img-20.jpeg) Additionally, within the energy growth and transition sector, new investments were made into Equatorial and Copel of £11.5m and £9.6m respectively. Equatorial is one of Brazil's leading integrated utilities and third largest distribution company with 14m customers, operating across electricity distribution, generation, and sanitation. Similarly, Copel is a vertically integrated Brazilian utility with a robust presence across energy generation, transmission, distribution, and trading segments. NHPC Limited ("NHPC"), the Indian hydro generation company also saw its position increase over the year by £10.4m. Capitalising on the digital infrastructure megatrend, a new investment was made into GDS of £9.0m. GDS is a leading Chinese data centre company, listed in Hong Kong and the US. Within the social infrastructure sector, £15.0m was invested into GAP, as there was a compelling entry price for a quality airport operator, with a solid risk return profile. £7.0m was also invested into Guangdong Investment. During the year, UEM exited Serena Energia, a Brazilian leader in renewable energy, realising £17.1m by selling into the market ahead of completion of a tender offer to take the company private. UEM also exited Inpost ahead of the proposed tender offer, realising £17.0m. In addition, UEM realised £14.6m from Sabesp, taking profits as its share price appreciated by 60.0% over 18 | Utilico Emerging Markets Trust plc --- Investment Managers' Report (continued) The bottom five contributors, reducing UEM's NAV performance by 3.6% for the year, were FPT reducing UEM's total return contribution to NAV by 1.3% (£7.0m). Petalite by 0.8% (£3.6m), SUNEVision by 0.5% (£2.7m), Converge Information and Communications Technology ("Converge") by 0.5% (£2.3m) and NHPC by 0.5% (£2.2m). FPT's share price declined by 38.3% reflecting weak global market sentiment towards IT outsourcing and software services companies, despite FPT continuing to grow its business, albeit at a slower rate. Petalite was written down by £3.6m to zero, following ongoing difficulties and its failure to secure a new financial investor, which ultimately led to it entering liquidation. SUNEVision's share price fell by 21.2% after a strong re-rating in the year to 31 March 2025 (when it was one of UEM's top contributors), as it made limited progress in signing new tenancy contracts for its new data centre, disappointing the market. Converge, the Philippines fibre broadband company, saw its share price decline by 34.0% after warning that a series of typhoons had disrupted economic activity and its operations in certain regions, slowing growth expectations and increasing repair costs. NHPC's share price also declined by 10.8% due to short term operational issues and broader weakness in the Indian market. # **Unlisted Investments (Level 3 Investments)** As at 31 March 2026, UEM ended the year with level 3 investments totalling £8.2m (31 March 2025: £13.4m), representing 1.5% of total investments (31 March 2025: 2.7%). UEM's level 3 investments reduced mainly as a result of the reduction in valuation of Petalite by £3.6m and Conversant Solutions by £1.3m, with both stocks being written down to zero. As noted in the Chairman's Statement, UEM's focus is primarily on listed investments and no new unlisted investments will be made, other than in exceptional circumstances. # **Revenue Return** Revenue income increased significantly to £30.7m in the year to 31 March 2026, from £23.8m in the prior year. This reflects a significantly higher dividend distribution from Umeme Limited and a number of Brazilian companies bringing forward their dividend distributions before the increase in Brazilian withholding tax on 1 January 2026. The revenue yield on the closing portfolio increased to 5.6% from 4.8% as at 31 March 2025. Management and administration fees, and other expenses remained the same at £3.1m in the year to 31 March 2026. Finance costs increased to £0.3m (31 March 2025: £0.2m) due to the utilisation of the bank facility. Taxation increased 48.1% to £2.7m during the year ended 31 March 2026 (31 March 2025: £1.8m), mainly due to withholding tax on the Umeme Limited dividend. As a result of the above, profit for the year increased by 31.6% to £24.6m (31 March 2025: £18.7m). Revenue EPS increased by 36.4% to 13.57p compared to the prior year of 9.95p, reflecting the improvement in profit and the reduced average number of shares in issue following share buybacks. Dividends per share ("DPS") of 9.585p and the special interim dividend of 2.50p were fully covered by earnings. Retained revenue reserves rose to £19.4m as at 31 March 2026, equal to 11.07p per share, prior to payment of the fourth quarterly and special interim dividends which together amount to 4.92p per share. # **Capital Return** The net portfolio gains were £98.5m during the year to 31 March 2026 (31 March 2025: losses of £29.0m). Losses on foreign exchange were £1.1m and the resultant total income gain was £97.4m against the prior year loss of £29.6m. Management and administration fees were flat at £4.3m. Finance costs increased to £1.1m from £0.8m as a result of utilising the bank facility. There was a taxation charge of £0.7m (31 March 2025: £0.8m) which arose from Indian capital gains tax. The net effect of the above was a gain on capital return of £91.3m compared to a loss of £35.4m for the prior year. **Charles Jillings & Jacqueline Broers** ICM Investment Management Limited and ICM Limited 18 June 2026 Investment Approach ICM is a long term investor and typically operates focused portfolios with clearly defined investment results. ICM has several dedicated research teams with deep sector-specific knowledge and expertise enhancing its ability to source and make compelling investments. ICM has approximately USD 1.6bn of assets directly under management. ICM seeks to capitalise on market and pricing opportunities and concentrates on absolute performance. The investments are not market index dri of UE to of us ex As un # **ICM incorporates ESG investment pr three key v** ![img-21.jpeg](img-21.jpeg) In-depth analysis of the key issues that face potential and current holdings, as well as a deep understanding of the industry in which they operate. Incorporation of insight through the 'Understand' component into the company analysis process to ensure a clear and picture of the in opportunity is obtained 20 | Utilico Emerging Markets Trust plc --- Investment Approach (continued) ## ICM works to create value by harnessing our experience and expertise to generate and grow strong relationships with our stakeholders We are focused on creating sustainable long term value for our shareholders and supporting the broader community through our: ### Values ICM's origins date back to 1988 and our organisation has evolved with offices now spanning the globe. We are focused on our values of: - Independence and Integrity - Creativity and Innovation - Excellence - Accountability ### Team 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 of the United Nations-supported Principles of Responsible Investment emphasises our commitment to integrating ESG factors into our investment decision making process. ### Financial Strong balance sheet and disciplined capital allocation drives sustainable growth and shareholder value. ### Platforms Technology, digitalisation and analytics enable our investment platforms to deliver growth for our shareholders. ### Communities ICM supports the ICM Foundation, which has identified sustainable, effective and focused education where the biggest impact can be made on individuals and in communities. For over 15 years, ICM Foundation and its stakeholders have contributed over USD 20.2m to community and non-government organisations. 22 | Utilico Emerging Markets Trust plc ## ESG Spotlight The Board believes that it is in shareholders' in selecting and retaining investments and accord the investment process. Details of how ESG considerations are integrated into research are set out on page 33. Where portfolio companies are assessed engage directly with management to better understand the UEM's investments that have robust ESG credentials within the 6 sabesp ![img-22.jpeg](img-22.jpeg) Sabesp is currently the largest sanitation company in Brazil and one of the largest in the world, operating across water supply, sewage collection and treatment services. ### ESG Analysis: Sabesp provides sanitation services to 375 municipalities across the state of São Paulo, supplying clean water to 29.9m people and sewage services to 27.0m. Sabesp plans to invest approximately BRL 70.0bn (USD 14bn) by 2029 to expand water availability, sewage collection and treatment, and strengthen long term water security. In parallel, Sabesp aims to enhance climate resilience through Task Force on Climate-Related Financial Disclosures aligned strategies. ### ICM ESG Conclusion: Following its privatisation in 2024, Sabesp has demonstrated meaningful ESG progress, supported by reduced political interference, enhanced governance standards, oversight from a respected reference shareholder, a new management team and refreshed board. With ambitious investment and sustainability targets, Sabesp is well placed to deliver significant social benefits while supporting long term environmental improvement. CT de in an ac ES Ac for Eu fo wit ap als ac an IC Su mo de eff ass fo em lon --- ## Holdings Overview ![img-23.jpeg](img-23.jpeg) Orbis (Colombia) The Value of the Ten Largest Holdings Represents 41.9% of Total Investments (2025: 37.6%) The Value of the Twenty Largest Holdings Represents 62.6% of Total Investments (2025: 60.1%) The Value of the Thirty Largest Holdings Represents 76.4% of Total Investments (2025: 73.7%) The Total Number of Companies Included in the Portfolio is 61 (2025: 73) The value of convertible securities represents 0.5% (2025: 0.0%) of the portfolio. The value of fixed income securities represents 1.0% (2025: 1.6%) of the portfolio. 24 | Utilico Emerging Markets Trust plc ## Ten Largest Holdings | Company | Company Name | | --- | --- | | ORIZON | Brazilian waste management operator with 18 landfills, across 12 states including biogas/biomethane generation, recycling, waste to energy and carbon credits. | | Global port management company in the business of acquiring, developing, managing and operating container ports and terminals worldwide. | Philippines | | Aliqua | Holding company for electricity transmission and renewable assets in Brazil, Peru and Colombia with 44 transmission concessions comprising 8,399km operational and 1,696km under construction. | | Water and sewage service provider in the state of São Paulo, flanked as the third largest sanitation company globally by population served. | Belgium | | Infrastructure investment trust which has a portfolio of 55 electricity transmission lines of 9,698km total circuit length and 18 substations. | France | | Leading water company in the Philippines, providing water supply and wastewater services to over 9.5m customers. | Philippines | | Largest private Mexican airport operator with a diversified portfolio of 12 airports in Mexico, 2 in Jamaica, and operator of Cross Border Xpress. | Mexico | | Second largest energy generation company in Chile and the fifth largest in Peru, with a diversified portfolio of hydro, thermal and renewable assets. | Colombia | | Leading provider of carrier neutral internet infrastructure services in South Korea, operating Korea's leading internet exchange and interconnection data centres. | South Korea | | Chile's largest water and sanitation utility, primarily serving Santiago's Metropolitan region covering potable water, sewerage and wastewater treatment. | Colombia | ### Megatrends Key Social Infrastructure Energy Growth and Transition --- # Strategic Report ![img-24.jpeg](img-24.jpeg) NMPC Limited (India) ## Principal Activity UEM carries on business as an investment trust and its principal activity is portfolio investment. ## Investment Objective UEM's objective is to provide long term total return through a flexible investment policy that permits it to make investments predominantly in infrastructure, utility and related sectors, mainly in EM. ## Strategy and Business Model UEM invests in accordance with the objective set out above. The Board is collectively responsible to shareholders for the long term success of the Company. Since the Company has no employees it outsources its activities to third party service providers, including the appointment of external investment managers to deliver investment performance. The Board oversees and monitors the activities of the service providers with the Board setting investment policy and risk guidelines, together with investment limits. ICMIM, an English incorporated company authorised and regulated by the Financial Conduct Authority ("FCA") as an alternative investment fund manager ("AIFM") pursuant to the AIFM Regulations, is the Company's AIFM and joint portfolio manager alongside ICM. The investment team responsible for the management of the portfolio is headed by Charles Jillings and Jacqueline Broers. ICMIM and ICM, operating under guidelines determined by the Board, have direct responsibility for the decisions relating to the day to day running of the Company and are accountable to the Board for the investment, financial and operating performance of the Company. Other service providers include JPMorgan Chase Bank N.A. – London Branch which provides administration and custodial services, JPMorgan Europe Limited ("JPMEL") which acts as the Company's Depositary under the AIFM Directive 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; 26 | Utilico Emerging Markets Trust plc This is a real and de who fur by co Bo UEM liq the inv Th tot ex --- Strategic Report (continued) 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 had been prepared to hold investments in unlisted securities when the attractiveness of the investment justified the risks and lower liquidity associated with unlisted investments; however, as announced in 2025, new unlisted investments will only be made in exceptional circumstances. ICMM, as the Company's AIFM, controls stock-specific, sector and geographic risk by continuously monitoring the exposures in the portfolio. In depth continual analysis of the fundamentals of investee companies allows ICMM to assess the financial risks associated with any particular stock. The portfolio is typically made up of 60 to 90 stocks. # Dividend Policy The Board's aim, in the absence of unforeseen circumstances, is to declare a rising annual dividend. Dividends are expected to be paid quarterly each year in September, December, March and June. In determining dividend payments, the Board will take account of factors such as income forecasts, retained revenue reserves and the Company's dividend payment record. However, in order to maintain its approval as an investment trust, the Company will distribute at least 85.0% of its distributable income earned in each financial year by way of dividends. The Board also has the flexibility to pay dividends from capital reserves and special reserve. # Results and Dividends Details of the Company's performance are set out in the Investment Managers' Report. The results for the year ended 31 March 2026 are set out in the attached accounts. The dividends in respect of the year, which total 9.585p per share, have been declared by way of four interim dividends. In addition, a special interim dividend of 2.50p per share has also been declared in respect of the year. # Key Performance Indicators Delivery of shareholder value is achieved through the increase in capital value of the Company's shares and by its income return. The Board reviews performance by reference to a number of Key Performance Indicators ("KPIs") that include the following: - NAV total return* relative to the MSCI EM Index - Share price - Discount to NAV* - Revenue earnings - Ongoing charges figure* 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. Those KPIs marked with an asterisk (*) 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 | 2026 | 2025 | | --- | --- | --- | | NAV total return per share* (%) | 25.9 | (2.9) | | MSCI EM Index (%) | 26.8 | 5.8 | | Share price (pence) | 271.00 | 216.00 | | Discount to NAV* (%) | (13.6) | (16.0) | | Percentage of issued shares bought back during the year (based on opening share capital) (%) | 5.8 | 2.3 | | Revenue earnings per share (pence) | 13.57 | 9.95 | | Dividends per share (excluding the special interim dividend) (pence) | 9.585 | 9.125 | | Ongoing charges figure* (%) | 1.4 | 1.5 | A graph showing the NAV total return performance compared to the MSCI EM Index, can be found on page 3. 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 8.1% to 18.7% and an average discount of 12.1%. 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 28 | Utilico Emerging Markets Trust plc --- ## Strategic Report (continued) During the year the Audit & Risk Committee discussed and monitored a number of emerging risks that could potentially impact the Company, the main 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 those risks are described below. There have been no significant changes to the principal risks during the year, although geopolitical risk remains elevated. ### 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 of the Company and has established guidelines to ensure that the approved investment policy is pursued by the Investment Managers. These guidelines include sector and market exposure limits. The investment process employed by the Investment Managers combines assessment of economic and market conditions in the relevant countries with stock selection. Fundamental analysis forms the basis of the Company's stock selection process, with an emphasis on sound balance sheets, good cash flows, the ability to pay and sustain dividends, good asset bases and market conditions. In addition, ESG factors are also considered when selecting and retaining investments, and political risks associated with investing in EM are also assessed. The Investment Managers try to reduce risk by ensuring that the Company's portfolio is always appropriately diversified. Overall, the investment process aims to achieve absolute returns through an active fund management approach and the Board monitors the implementation and results of the investment process with the Investment Managers. #### Market Risk: **The Company's assets consist 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 exposed to equity market risk and foreign currency risk. Adverse market conditions may result from factors such as economic conditions, political change, geopolitical confrontations, climate change, natural disasters and health epidemics. At each Board meeting the Board reviews the diversification of the portfolio, asset allocation, stock selection and levels of gearing and has set investment restrictions and guidelines which are monitored and reported on by the Investment Managers. The Company's results are reported in Sterling, although the majority of its assets are priced in foreign currencies and therefore any rise or fall in Sterling will lead, respectively, to a fall or rise in the Company's reported NAV. Such factors are out of the control of the Board and the Investment Managers and may give rise to distortions in the reported returns to shareholders. It is difficult and expensive to hedge EM currencies. #### Key Staff Risk: **Loss by the Investment Managers of key staff could affect investment returns.** The quality of the investment management team is a crucial factor in delivering good performance. There are training and development programmes in place for employees and the remuneration packages have been developed in order to retain key staff. ICM also has a large team with strength and depth. Any material changes to the management team are considered by the Board at its next meeting; the Board discusses succession planning with the Investment Managers at regular intervals. #### Discount Risk: **The Company's shares may 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 in relation to their NAV and is focused on reducing the discount at which they trade. The Board generally buys back shares for cancellation in normal market conditions if they are trading at a discount in excess of 10%. #### 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 provider monitors the performance and service providers at regular intervals. All listed and a number of units by JPMorgan Chase Bank N.A. services provider, also monitor accounts. The Audit & Risk Committee controls reports, which are reported to be administrative, custodial and internal. The Board reviews the overall performance of service providers on a regular basis for technology systems of the Company. The Board reviews regular independents. #### 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 investment Managers' assessment gearing on net assets of 1.4% (the banking covenants on a daily 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 developments in relevant laws in respect of the Company's co ### 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 30 | Utilico Emerging Markets Trust plc --- Strategic Report (continued) 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. 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 2030 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 providers and maintain a reputation for high standards of business conduct is central to the Directors' decision-making. The Directors believe that fostering constructive and collaborative relationships with the Company's service providers will assist in their promotion of the success of the Company for the benefit of all shareholders and their performance is monitored by the Board and its committees. The principal service provider is the Investment Managers, who are responsible for managing the Company's assets in order to achieve its stated investment objective, and the Board maintains a good working relationship with them. Whilst strong long term investment performance is essential, the Board recognizes that to provide an investment vehicle that is sustainable over the long term, both it and the Investment Managers must have regard to ethical and environmental issues that impact society. Accordingly, ESG considerations are an important part of the Investment Managers' investment process as explained more fully below. The Board seeks to engage with its Investment Managers and other service providers in a collaborative and collegiate manner, whilst also ensuring that appropriate and regular challenge is brought and evaluation conducted. The aim of this approach is to enhance service levels and strengthen relationships with a view to ensuring the interests of the Company's shareholders are best served by keeping cost levels proportionate and competitive, and by maintaining the highest standards of business conduct. The Directors aim to act fairly as between the Company's shareholders and the approach to shareholder relations is summarised in the Corporate Governance Statement on pages 44 to 49. As part of this, the AGM provides a key forum for the Board and Investment Managers to present to shareholders on the performance of UEM and its future prospects. It also allows shareholders the opportunity to meet with the Board and Investment Managers and to raise questions and concerns. The Chairman is available to meet with shareholders as appropriate and the Investment Managers meet regularly with shareholders and their respective representatives, reporting back on views to the Board. Shareholders may also communicate with the Company at any time by writing to the Board at the Company's registered office or contacting the Company's brokers. These communication opportunities help inform the Board when considering how best to promote the success of the Company for the benefit of all shareholders over the long term. In addition to ensuring that the Company's stated investment objective was being pursued, the Directors confirm that they have considered Section 172 factors when making decisions, including in relation to: - the announcement of the shareholder friendly initiatives in August 2025; - the recommendation that shareholders vote in favour of the resolutions at the General meeting in September 2025 to (i) amend the Company's Articles of Association; and (ii) continue the Company as presently constituted; - the repurchase of the Company's shares, in line with the Board's policy to buy back shares for cancellation in normal market conditions if they are trading at a discount in excess of 10%; and - the recommendation that shareholders vote in favour of the resolutions at the forthcoming AGM, including the Company's dividend policy and the renewal of the buyback and allotment authorities. # Responsible Investment Policy The Board believes that it is in the shareholders' interests to consider ESG factors when selecting and retaining investments, and has asked the Investment Managers to take these into account when investing. The concept of responsible investing has always been a core component of the investment process and the Investment Managers employ a disciplined investment process that seeks to both uncover opportunities and evaluate potential risks, while striving for the best possible return outcomes. When reviewing any investment opportunity, the Investment Managers look to understand the relevant ESG issues in conjunction with the financial, macro and political drivers as part of their investment process, populating an internally built ESG framework due to lack of appropriate coverage from external providers. Relevant and material ESG opportunities and risks can meaningfully affect investment performance, therefore the consideration of ESG issues forms part of the integrated research analysis, decision-making and ongoing monitoring. 32 | Utilico Emerging Markets Trust plc --- Strategic Report (continued) company's management team directly to ensure a full understanding of any challenges and opportunities. Given the Investment Managers are long term investors, engagement with management teams is and will remain paramount to the investment approach. On behalf of UEM as shareholder, the Investment Managers seek to engage with investee companies, where appropriate, to encourage the incorporation of stronger ESG principles and to vote in a considered manner (including against resolution) to support positive change. As referred to above, the Investment Managers believe that governance factors are fundamental to an investment. ICM is a signatory to the United Nations-supported Principles for Responsible Investment, which is an international network of investors working together to implement its six aspirational principles. The Investment Managers believe that good stewardship is essential and these principles align with their philosophy to protect and increase the value of their investments. # Modern Slavery Act Due to the nature of the Company's business, being a company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 because it has no turnover. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter. # Gender Diversity The Board currently consists of two male directors and two female directors. The Company has no employees and therefore there is nothing further to report in respect of gender representation within the Company. The Company's policy on diversity is detailed in the Corporate Governance Statement on pages 47 and 48. # Greenhouse Gas Emissions and Streamlined Energy and Carbon Reporting ("SECR") All the Company's activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from its operations. In addition, the Company considers itself to be a low energy user under the SECR regulations and therefore is not required to disclose energy and carbon information. # Bribery Act The Company has a zero tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly. The Investment Managers also adopt a zero tolerance approach and have policies and procedures in place to prevent bribery. # Criminal Finances Act The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion. # Social, Human Rights And Community Matters As an externally managed investment trust, the Company does not have any employees or maintain any premises. It therefore has no material, direct impact on the environment or any particular community and the Company itself has no environmental, human rights, social or community policies. The Board however notes the Investment Managers' policy statement in respect of responsible investing, as outlined on page 33. # Outlook The Board's main focus is on the achievement of the Company's objective of delivering a long term total return and the future of the Company is dependent upon the success of its investment strategy. The outlook for the Company is discussed in the Chairman's Statement and the main trends and factors likely to affect the future development, performance and position of the Company's business can be found in the Investment Managers' Report. This Strategic Report was approved by the Board of Directors on 18 June 2026. By order of the Board ICM Investment Management Limited Company Secretary 18 June 2026 Investment Managers and ICMIM, a company authorised and regulated by the FCA, was the Company's AIFM during the year ended 31 March 2026 with sole responsibility for risk management, subject to the overall policies, supervision, review and control of the Board and is joint portfolio manager of the Company, alongside ICM. ICM has approximately USD 1.6bn of assets directly over 80 staff based in offices in Bermuda, Brazil, Singapore, Sydney, Vancouver and Wellington. ICM's global investment teams are led by Charles Jillings and Jacqueline Broers being the ![img-25.jpeg](img-25.jpeg) # Charles Jillings Charles Jillings is Chief Executive Officer of the UK regulated AIFM, and a Director of the International financial markets, which is the first partner of the UK investment management team, with a total of 2015. He is responsible for the management of the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 ![img-26.jpeg](img-26.jpeg) # Jacqueline Broers Jacqueline Broers is joint portfolio manager of the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 Annual Report on the UK's 2015 34 | Utilico Emerging Markets Trust plc --- Investment Managers and Team (continued) # **Senior core team assisting on UEM include:** ![img-27.jpeg](img-27.jpeg) **Henry Beck**, Equity Analyst, joined ICM in 2021. Having initially worked across the utilities, transport, and telecommunications sectors, he now oversees the transport sector globally with a focus on emerging markets. Prior to ICM, Henry worked in trade finance as an intern at Trafalti having graduated with a BSc (Hons) in Economics from the University of Bath. He is a CFA Charterholder and a member of the CFA Society in the UK. **Stuart Briscoe**, Senior Equity Analyst, rejoined ICM in 2025 and has over twelve years of investment experience. He previously worked at L&G Asset Management as a senior equity analyst and European Income fund manager. Prior to this, Stuart worked at ICM as an equity analyst, covering utilities, transport infrastructure, and the telecommunications sector. He is a CFA Charterholder and holds the CFA Certificate in ESG Investing. **Eduardo Greca**, Head of Latin America, joined ICM in 2010 and initially worked in the UK before moving to Brazil in 2012, where he is now based. During this period he spent two years in Colombia, gaining deeper insight into the Latin American market. He is a director of ICM's Latin American business which is investment adviser to the 4UM ICM FI-Infra Fund. Prior to joining ICM, he worked for the commodities risk management team at Kraft Foods. He is a CFA Charterholder and a member of the CFA Society in Brazil. **Mark Lebbell**, Senior Equity Analyst, has been involved in the running of UEM since its inception and before that was involved with Utilico Investment Trust plc and The Special Utilities Investment Trust PLC since 2000. He is focused on the digital infrastructure sector worldwide with particular emphasis on EM. He is an associate member of the Institute of Engineering and Technology. **George Velikov**, Head of Europe, Middle East and Africa ('EMEA'), joined ICM in 2018. He oversees EMEA equity investments and leads equity research in Central and Eastern Europe, Middle East, North Africa and Central Asia. Prior to joining ICM, he spent two years as an investment graduate analyst for Zurich UK. He is a CFA Charterholder and is a member of the CFA Society of the UK. # **Company Secretary – ICM Investment Management Limited** ![img-28.jpeg](img-28.jpeg) **Alastair Moreton**, a chartered accountant, joined the team in 2017 to provide company secretarial services to UEM and UL Limited. He has over thirty years' experience in corporate finance with Samuel Montagu, HSBC, Arbuthnot Securities and, prior to joining ICM, Stockdale Securities, where he was responsible for the company's closed end fund corporate clients. 36 | Utilico Emerging Markets Trust plc Directors ![img-29.jpeg](img-29.jpeg) # **Mark Bridgeman (Chairman)** Mark Bridgeman joined the Board in 2021 and is a background in the management spend. Emerging Markets Fund Manager and Global Manager, a rural estate and farming business. Country Land & Business Association. He has since leaving Schroders. He is currently Chair of the investment committee of the Leverhu ![img-30.jpeg](img-30.jpeg) # **Isabel Liu** Isabel Liu joined the Board in 2021. She is UE Remuneration Committee. She has over 25 years including the AIG Asian Infrastructure Fund, Asia Pacific investment business of John Lang, infrastructure fund manager backed by UK p Airport and UK public transport. She is current Fund Limited and Gresham House Energy St University with a masters from Harvard Univ ![img-31.jpeg](img-31.jpeg) # **Eric Stobart** Eric Stobart joined the Board in 2019 and is most of his career in financial services in insurance, investment management and as Lloyds Banking Group and for 12 years chair Bank-Person Scheme. He has been chair and chair of the audit and risk committee of investment trusts. Mr Stobart is a chartered ![img-32.jpeg](img-32.jpeg) # **Nadya Wells** Nadya Wells joined the Board in 2024 and is She has over 25 years' emerging and frontier governance specialist, latterly as a portfolio m she was a portfolio manager at Invesco Asset is currently a non-executive director of utiliso plc and M&G plc. She has an MBA from INSEA All the Directors are independent and are members of the Audit & Risk Committee. --- # Directors' Report The Directors present the Annual Report and Accounts of the Company for the year ended 31 March 2026. ## 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 ICMIM, an English incorporated company which is regulated by the FCA, as its AIFM, with sole responsibility for risk management and ICM and ICMIM jointly to provide portfolio management services. The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. An Investor Disclosure Document, which sets out information on the Company's investment strategy and policies, leverage, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder information, is available on the Company's website at www.uermtrust.co.uk. UEM also appointed JPMEL as its depositary service provider. JPMEL's responsibilities include general oversight over the issue and cancellation of the Company's shares, the calculation of the NAV, cash monitoring and asset verification and record keeping. JPMEL receives an ad-valorem fee for its services of 2.0bps of the Company's NAV up to £500m and 1.5bps thereafter, subject to a minimum fee of £25,000 per annum, payable monthly in arrears. ## Fund Management Arrangements In accordance with the Investment Management Agreement ("IMV"), the Company pays to ICMIM and ICM a management fee based on a tiered structure comprising 1.0% of NAV up to £500m; 0.9% of NAV above £500m up to £750m; 0.85% of NAV above £750m up to £1,000m; and 0.75% of NAV above £1,000m. There is no performance related fee. The management fee is payable quarterly in arrears, with such fee apportioned between ICMIM and ICM as agreed by them. The IMA may be terminated on not less than six months' notice in writing and further details of the amounts payable to ICMIM and ICM are disclosed in note 4 to the accounts. Under the IMA, ICMIM has been appointed as Company Secretary. The Board continually reviews the policies and performance of the Investment Managers. The Board's philosophy and the Investment Managers' approach are that the portfolio should consist of shares considered attractive irrespective of their inclusion or weighting in any index. The portfolio's composition and performance are likely, therefore, to be very different, for example, from those of the MSCI EM Index. Over the short term, there may be periods of sharp underperformance or outperformance compared with the index. Over the long term, the Board expects the combination of the Company's and Investment Managers' approach to result in a significant degree of outperformance compared with the index. The Board continues to believe that the appointment of ICMIM and ICM on the terms agreed is in the interests of shareholders as a whole. ## Administration The provision of accounting and administration services has been outsourced to JPMorgan Chase Bank N.A. – London Branch (the "Administrator"). The Administrator provides financial and general administrative services to the Company for an annual fee based on the Company's month end NAV (5 bps on the first £100m NAV, 3bps on the next £150m NAV, 2bps on the next £250m NAV and 1.5bps on the next £500m NAV). The Administrator and any of its delegates are also entitled to reimbursement of certain expenses incurred by it in connection with its duties. In addition, ICMIM has appointed W1M Investment Management Limited ("W1M") to provide certain support services (including middle office, market dealing and information technology support services). W1M is entitled to receive an annual fee of 3bps of the Company's NAV and the Company reimburses ICMIM for its costs and expenses incurred in relation to this agreement. Annually, the Management Engagement Committee considers the ongoing administrative requirements of the Company and assesses the services provided. ## Safe Custody Of Assets During the year ended 31 March 2026, all listed and a number of unlisted investments were held in custody for the Company by JPMorgan Chase Bank N.A. – London Branch (the "Custodian"). Operational matters with the Custodian are carried out on the Company's behalf by ICMIM and the Administrator in accordance with the IMA and the Administration Agreement. The Custodian is paid a variable fee dependent on the number of trades transacted and the location of the securities held. ## Financial Instruments The Company's financial instruments comprise its investment portfolio, cash balances, bank borrowings and debtors and creditors which arise directly from its operations such as sales and purchases awaiting settlement, and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 26 to the accounts. ## Dividends An interim dividend of 2.325p per share was paid on 26 September 2025 and an interim dividend of 2.42p 38 | Utilico Emerging Markets Trust plc per 20 de 20 sh 14 IS UEM in is th cu be in m co G Th of as co wi a ns la sc m to m th Co ha ha ex fr Ac co th D UEM di th an ac Co a --- ## Directors' Report (continued) aspects of the Company's affairs. The Corporate Governance Statement, which is set out on pages 44 to 49, 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 37. 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 52. No Director was a party to, or had any interests in, any contract or arrangement with the Company at any time during the year or at the year end. There are no agreements between the Company and the Directors concerning compensation for loss of office. A Director must avoid a situation where he/she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the Company's interests. The Directors have declared any potential conflicts of interest to the Company, which are reviewed regularly by the Board. The Directors have undertaken to advise the Company Secretary and/or Chairman as soon as they become aware of any potential conflicts of interest. ### Share Capital As at 31 March 2026 the issued share capital of the Company and the total voting rights were 175,706,391 shares. As at 17 June 2026 (the latest practicable date prior to finalising this report), the share capital of the Company and total voting rights were 173,101,391 shares. There are no restrictions on the transfer of securities in the Company and there are no special rights attached to any of the shares. ### Share Issues and Repurchases UEM has the authority to purchase shares in the market to be held in treasury or for cancellation and to issue new shares for cash. During the year ended 31 March 2026 the Company purchased 10,789,000 shares for cancellation. The current authority to repurchase shares was granted to Directors on 16 September 2025 and expires at the conclusion of the next AGM. The Directors are proposing that their authority to buy back up to 14.99% of the Company's shares for cancellation or to be held in treasury and to issue new shares or sell shares from treasury, be renewed at the forthcoming AGM. ### Performance Related Tender Facility In 2025 the Board announced the adoption of a performance related tender facility. If, over the five-year period to 31 March 2030, the Company's NAV total return fails to exceed the MSCI EM Index, the Board will put forward proposals to shareholders to implement a tender offer for up to 25% of the Company's issued share capital at a price equal to the then prevailing NAV less two per cent and costs associated with the implementation of the tender offer. ### Continuation of the Company UEM has been established with an unlimited life although the Company's Articles of Association provide for a continuation vote to be put to shareholders every five years. The continuation vote was passed at the AGM held in 2025 and shareholders will therefore have further opportunities to vote on the continuation of the Company in 2030 and every fifth AGM thereafter. ### Substantial Share Interests As at 17 June 2026 (the latest practicable date prior to finalising this report), the Company had received notification of the following holdings of voting rights: | | Number of shares held | % held | | --- | --- | --- | | City of London Investment Management Company Limited | 22,516,229 | 13.0 | | Lazard Asset Management LLC | 18,737,825 | 10.8 | | Saba Capital Management, LP | 10,669,975 | 6.2 | | 1607 Capital Partners, LLC | 10,589,512 | 6.1 | | Ameriprise Financial, Inc. | 10,127,839 | 5.9 | | UK Limited | 9,273,087 | 5.4 | | Rathbone Investment Management Limited | 9,021,018 | 5.2 | ### The Common Reporting Standard Tax legislation under The OECD (Organisation for Economic Co-operation and Development) Common Reporting Standard for Automatic Exchange of Financial Account Information (the "Common Reporting Standard") was introduced on 1 January 2016. The legislation requires an investment trust company to provide personal information to HMRC about investors who purchase shares. The Company is required to provide information annually on the tax residences of a number of non-UK based certificated shareholders. HMRC may in turn exchange the information with the tax authorities of another country or countries in which the shareholder may be tax resident, where those countries (or tax authorities in those countries) have entered into agreements to exchange financial account information. All new shareholders entered onto the share register, excluding those whose shares are held in CREST, will be sent a certification form for the purposes of collecting this information. 40 | Utilico Emerging Markets Trust plc --- Directors' Report (continued) # **Ordinary Resolution 1 – Annual Report and Financial Statements** This resolution seeks shareholder approval to receive the report of the Directors and financial statements for the year ended 31 March 2026 and the auditor's report thereon. # **Ordinary Resolution 2 – Approval of the Directors' Remuneration Policy** This resolution is to approve the Directors' Remuneration Policy which, if passed, will be effective with immediate effect and will apply until it is next put to shareholders for approval, which must be at intervals of not more than three years. The Directors' Remuneration Report on page 50 set out details of the proposed changes. # **Ordinary Resolution 3 – Approval of increase in the Directors' aggregate annual remuneration cap** As set out in the Directors' Remuneration Report on page 50, this resolution seeks approval to increase the Directors' aggregate annual remuneration cap as set out in the Company's Articles of Association by 10% from £250,000 to £275,000. The proposed increase is to cater for succession planning and future Director recruitment and to allow headroom for annual Directors' fee reviews (where these are considered appropriate). # **Ordinary Resolution 4 – Approval of the Directors' Remuneration Report** This resolution is an advisory vote on the Directors' Remuneration Report. # **Ordinary Resolution 5 – Approval of the Company's dividend policy** This resolution seeks shareholder approval of the Company's dividend policy to pay four interim dividends per year. Under the Company's Articles of Association, the Board is authorised to approve the payment of interim dividends without the need for the prior approval of the Company's shareholders. Having regard to corporate governance best practice relating to the payment of interim dividends without the approval of a final dividend by a company's shareholders, the Board has decided to seek express approval from shareholders of its dividend policy to pay four interim dividends per year. If this resolution is not passed, it is the intention of the Board to refrain from ![img-33.jpeg](img-33.jpeg) Grupo Aemporfueros del Pacífico (GAP) (Mexico) authorising any further interim dividends until such time as the Company's dividend policy is approved by its shareholders. # **Ordinary Resolutions 6 to 9 (inclusive) – Re-election of the Directors** The biographies of the Directors are set out on page 37 and are incorporated into this report by reference. Resolution 6 relates to the re-election of Mr Mark Bridgeman. Mr Bridgeman's experience in the investment management industry and with other investment funds means that he brings significant expertise in investment matters to his role on the Board. His focus is on long term strategic issues, which are key topics of Board discussion. **Resolution 7** relates to the re-election of Ms Isabel Liu. Ms Liu's long career in infrastructure investing brings in-depth knowledge and expertise in such matters to her role as Director. **Resolution 8** relates to the re-election of Mr Eric Stobart. Mr Stobart has extensive accounting knowledge and many years of experience of audit and risk committees in the financial services sector. He therefore brings this strong background and skills to his role as the Company's Audit & Risk Committee Chair. **Resolution 9** relates to the re-election of Ms Nadya Wells. Ms Wells brings to the Board a wealth of experience in investment management, emerging markets and investment companies. # **Ordinary Resolutions 10 and 11 – Re-appointment of the external Auditor and the Auditor's Remuneration** These resolutions relate to the re-appointment and remuneration of the Company's auditor. The Company, through its Audit & Risk Committee, has considered the independence and objectivity of the external auditor and is satisfied that the proposed auditor is independent. Further information in relation to the assessment of the existing auditor's independence can be found in the report of the Audit & Risk Committee. # **Ordinary Resolution 12 – Authority to allot shares** The Directors may only allot shares for cash if authorised to do so by shareholders in a general meeting. This resolution seeks authority for the Directors to allot shares for cash up to an aggregate nominal amount of £173,000, which is equivalent to 17,300,000 ordinary shares of 1p each and represents approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at the date of the Notice of the AGM. This resolution will expire at the conclusion of the next AGM of the Company to be held in 2027 unless renewed prior to that date at an earlier general meeting. # **Special Resolution 13 – Authority to disapply pre-emption rights** By law, Directors require specific authority from shareholders before allotting new shares or selling shares out of treasury for cash without first offering them to existing shareholders in proportion to their holdings. This resolution empowers the Directors to allot new shares for cash or to sell shares held by the Company in treasury, otherwise than to existing shareholders on a pro rata basis, up to an aggregate nominal amount of £173,000 which is equivalent to 17,300,000 ordinary shares of 1p each and represents approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at the date of the Notice of the AGM. Any such sale of shares would only be made at prices greater than NAV and would therefore increase the assets underlying each share. This resolution will expire at the conclusion of the next AGM of the Company to be held in 2027 unless renewed prior to that date at an earlier general meeting. 42 | Utilico Emerging Markets Trust plc Sp Th to its rep to co for Th to 14 tre AGM ge ne An sh the de pro Re Th pro of wh its res be By Alz Fo ICF Co 18 --- # Corporate Governance Statement ## The Company's Corporate Governance Framework Corporate Governance is the process by which the board of directors of a company protects shareholders' interests and by which it seeks to enhance shareholder value. Shareholders hold the directors responsible for the stewardship of a company's affairs, delegating authority and responsibility to the directors to manage the company on their behalf and holding them accountable for its performance. Responsibility for good governance lies with the Board. The Board considers the practice of good governance to be an integral part of the way it manages the Company and is committed to maintaining high standards of financial reporting, transparency and business integrity. The governance framework of the Company reflects the fact that, as an investment company, it has no full-time employees and outsources its activities to third party service providers. ## The Board ### Four Non-Executive Directors (NEDs) **Chairman:** Mark Bridgeman **Senior Independent Director:** Isabel Liu ### Key Objectives: - To set strategy, values and standards; - To provide leadership within a framework of prudent and effective controls which enable risk to be assessed and managed; and - To constructively challenge and scrutinise performance of all outsourced activities. | Audit & Risk Committee | Management Engagement Committee | Nomination Committee | Remuneration Committee | | --- | --- | --- | --- | | **All NEDs** Chair: Eric Stobart | **All NEDs** Chair: Nadya Wells | **The Board as a whole performs this function** | **All NEDs** Chair: Isabel Liu | ### Key Objective: - To oversee the financial reporting and control environment. ### Key Objectives: - To review the performance of the Investment Managers and the Administrator; and - To review the performance of other service providers. ### Key Objectives: - To regularly review the Board's structure and composition; and - To consider any new appointments. ### Key Objective: - To set the remuneration policy for the Directors of the Company. ## The AIC Code of Corporate Governance As a UK-listed investment trust the Board's principal governance reporting obligation is in relation to the UK Corporate Governance Code (the "UK Code") issued by the Financial Reporting Council ("FRC") in January 2024. However, it is recognised that investment companies have special circumstances which have an impact on their governance arrangements. An investment company typically has no employees and the roles of portfolio management, administration, accounting and company secretarial tend to be outsourced to a third party. The AIC has therefore drawn up its own set of guidelines known as the AIC Corporate Governance Code (the "AIC Code") issued in August 2024, which recognises the nature of investment companies by focusing on matters such as board independence and the review of management and other third party contracts. The FRC has endorsed the AIC Code and confirmed that companies which report against the AIC Code will be meeting their obligations in relation to the UK Code and paragraph UK6.6.6 of the FCA's Listing Rules. The Board believes that reporting against the principles and recommendations of the AIC Code will provide better information to shareholders. The UK Code is available from the FRC's website at www.frc.org.uk. The AIC Code is available from the Association of Investment Companies' website at www.theaic.co.uk. ## Compliance with the AIC Code During the year ended 31 March 2026, the Company complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except those relating to: - the role of the chief executive; - executive directors' remuneration; - the need for an internal audit function; and - membership of the Audit & Risk Committee by the Chairman of the Board. For the reasons set out in the AIC Code and as explained in the UK Code, the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company. As explained in the Audit & Risk Committee 44 | Utilico Emerging Markets Trust plc --- ## Corporate Governance Statement (continued) was appointed Chair of Invesco Bond Income Plus Limited. All of the Directors consider that they have sufficient time to discharge their duties. There were four Board meetings, three Audit & Risk Committee meetings, one Management Engagement Committee meeting and one Remuneration Committee meeting held during the year ended 31 March 2026 and the attendance by the Directors was as follows: | | Board | Audit & Risk Committee | Management Engagement Committee | Remuneration Committee | | --- | --- | --- | --- | --- | | Number of meetings held during the year | 4 | 3 | 1 | 1 | | Mark Bridgeman | 4 | 3 | 1 | 1 | | Isabel Liu | 4 | 3 | 1 | 1 | | Eric Stobart | 4 | 3 | 1 | 1 | | Nadya Wells | 4 | 3 | 1 | 1 | Apart from the meetings detailed above, there were a number of meetings held by committees of the Board to approve the declaration of quarterly dividends and other ad hoc items. ### Audit & Risk Committee The Audit & Risk Committee comprises all the Directors of the Company and is chaired by Mr Stobart. Further details of the Audit & Risk Committee are provided in its report starting on page 53. ### Management Engagement Committee The Management Engagement Committee, which is chaired by Ms Wells, comprises all the Directors of the Company and meets at least once a year. The Investment Managers' performance is considered by the Board at every meeting, with a formal evaluation by the Management Engagement Committee annually. The Board received detailed reports and views from the Investment Managers on investment policy, asset allocation, gearing and risk at each Board meeting in the year ended 31 March 2026, with ad hoc market/company updates if there were significant movements in the intervening period. The Management Engagement Committee also considers the effectiveness of the administration services provided by the Investment Managers and Administrator and the performance of other third party service providers. In this regard the Committee assessed the services provided by the Investment Managers, the Administrator and the other service providers to be good. ### Remuneration Committee The Remuneration Committee, which is chaired by Ms Liu, comprises all the Directors of the Company. Further details are provided in the Directors' Remuneration Report starting on page 50. ### Internal Controls The Directors acknowledge that they are responsible for ensuring that the Company maintains a sound system of internal financial and non-financial controls ("internal controls") to safeguard shareholders' investments and the Company's assets. The Company's system of internal control is designed to manage rather than eliminate risk of failure to achieve the Company's investment objective and/or adhere to the Company's investment policy and/or investment limits. The system can therefore only provide reasonable and not absolute assurance against material misstatement or loss. The Investment Managers, Administrator and Custodian maintain their own systems of internal controls and the Board and the Audit & Risk Committee receive regular reports from these service providers. The effectiveness of the Company's system of internal controls, including financial, operational and compliance and risk management systems is reviewed ![img-34.jpeg](img-34.jpeg) Oroian Valamassan de Rendjues (Brazil) at least bi-annually against risk parameters approved by the Board. The Board confirms that the necessary actions are taken to remedy any significant failings or weaknesses identified from its review. No significant failings or weaknesses occurred during the year ended 31 March 2026 or subsequently up to the date of this report. ### Board Diversity, Appointment, Re-Election and Tenure The Board as a whole undertakes the responsibilities which would otherwise be assumed by a nomination committee. It considers the size and structure of | 31 March 2026 | Number of Board Members | | --- | --- | | Men | 2 | | Women | 2 | | 31 March 2026 | Number of Board Members | | --- | --- | | White British or other White (including minority-white groups) | 2 | | Asian/Asian British | 1 | | Not specified/prefer not to say | 1 | 46 | Utilico Emerging Markets Trust plc --- Corporate Governance Statement (continued) The Board is of the view that length of service does not necessarily compromise the independence or contribution of directors of an investment company, where continuity and experience can add significantly to the strength of the Board. This is supported by the views on independence expressed in the AIC Code. No limit on the overall length of service of any of the Company's Directors has been imposed. All Directors are subject to annual re-election. The Board reviews succession planning at least annually. Appointments of new Directors will be made on a formalised basis with the Chairman agreeing, in conjunction with the other members of the Board, a job specification and other relevant selection criteria and the methods of recruitment (where appropriate using an external recruitment agency), selection and appointment. The potential Director would meet with Board members prior to formal appointment. An induction process will be undertaken, with new appointees to the Board being given a full briefing on the workings and processes of the Company and the management of the Company by the Chairman, the Investment Managers, the company secretary and other appropriate persons. All appointments are subject to subsequent confirmation by shareholders in general meeting. # Board, Committee and Directors' Performance Appraisal The Directors recognise the importance of the AIC Code's recommendations in respect of evaluating the performance of the Board, the Committees and individual Directors. This encompasses both quantitative and qualitative measures of performance including: - attendance at meetings; - the independence of individual Directors; - the ability of Directors to make an effective contribution to the Board and Committees through the range and diversity of skills and experience each Director brings to their role; and - the Board's ability to challenge the Investment Managers' recommendations, suggest areas of debate and set the future strategy of the Company. On an annual basis a formal review of the Board's performance is undertaken, together with that of the Board Committees and the effectiveness and contribution of the individual Directors, including the Chairman. This year the Board opted to conduct the performance evaluation through an internal questionnaire and discussion between the Directors, the Chairman and the chairs of the Committees. The result of this year's performance evaluation process was that the Board, the Committees of the Board and the Directors individually were all assessed to have performed satisfactorily. No follow-up actions were required. As the Company is a constituent of the FTSE 250, the Board intends to hold an externally facilitated performance evaluation of the Board, its Committees, the Chairman and the individual Directors, every three years. The next externally facilitated evaluation is planned to take place in relation to the year ending 31 March 2027. # Relations with Shareholders UEM welcomes the views of shareholders and places great importance on communication with shareholders. All shareholders have the opportunity to attend and vote at the Company's AGM. The Notice of AGM sets out the business of the meeting and each resolution is explained in the Directors' Report. In addition, the Investment Managers will review the Company's portfolio and performance at the AGM, where the Directors and representatives of the Investment Managers will be available to answer shareholders' questions. The prime medium by which the Company communicates with shareholders is through the half-yearly and annual financial reports, which aim to provide shareholders with a full understanding of the Company's activities and its results. This information is supplemented by the daily publication, via a Regulatory Information Service, of the NAV of the Company's shares and by monthly factsheets produced by the Investment Managers. 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. ![img-35.jpeg](img-35.jpeg) Enerjica Energi (Turkey) 48 | Utilico Emerging Markets Trust plc The other with co to co (w) bro By IC Co 18 --- # Directors' Remuneration Report ![img-36.jpeg](img-36.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. 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 57. 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. The review of the remuneration policy has resulted in two changes being proposed. The first is to increase the maximum aggregate annual remuneration that can be paid to Directors, under article 100 of the Company's Articles of Association, by 10%, from £250,000 to £275,000. Any change to this limit requires shareholder approval. Whilst the Board currently comprises four Directors, the proposed increase is to cater for succession planning and future Director recruitment and to allow headroom for annual Directors' fee reviews (where these are considered appropriate). The second is to remove the requirement for each Director to invest the full amount of their fees (net of tax) in the shares of the Company so as to align with market practice and not restrict the pool of potential candidates for future Director recruitment. Resolutions to approve the proposed increase in the maximum aggregate annual remuneration limit and the updated remuneration policy will therefore be put to shareholders at the forthcoming AGM. The review of Directors' fees in respect of the year ending 31 March 2027 has resulted in a 3.3% increase being applied to the annual fees as detailed in the table below. | Year ending 31 March | 2027 £'000s | 2026* £'000s | | --- | --- | --- | | Chairman | 57.3 | 55.4 | | Chair of the Audit & Risk Committee | 53.5 | 51.8 | | Senior Independent Director | 44.5 | 43.1 | | Directors | 42.4 | 41.1 | *Actual ## Directors' Remuneration Policy The Board, on the recommendation of its Remuneration Committee, considers the level of the Directors' fees at least annually. The Board determines the level of Directors' fees within the limit set by the Company's Articles (currently £250,000 per annum in aggregate and, as referred to above, proposed to be increased to £275,000 subject to shareholder approval at the forthcoming AGM). The Board's policy is to set Directors' remuneration at a level commensurate with the skills and experience necessary for the effective stewardship of the Company and the expected contribution of the Board as a whole in continuing to achieve the investment objective. Time committed to the Company's business and the specific responsibilities of the Chairman, Directors and the Chair of the Audit & Risk Committee are taken into account. The policy aims to be fair and reasonable in relation to comparable investment companies. The fees are fixed and Directors are entitled to be reimbursed for any reasonable expenses properly incurred by them in connection with the performance of their duties and attendance at Board and general meetings and Committee meetings. Directors are not eligible for bonuses, pension benefits, share options, long term incentive schemes or other benefits. Directors are provided with a letter of appointment when they join the Board. There is no provision for compensation upon early termination of appointment. The letters of appointment are available on request at the Company's registered office during business hours. ## Voting at Annual General Meeting A resolution to approve the Remuneration Report was put to shareholders in September 2025. Of the votes cast, 99.96% were in favour and 0% to shareholders again this year. In accordance with the Companies' shareholder approval for its remuneration policy on a triennial basis, shareholders at the AGM held on 16 September 2025. Of the votes cast, 99.96% against: ## Directors' Annual Report on Remuneration (Audited) A single figure for the total remuneration of each Director who served out in the table below. | Director | 2025/26 Shares purchased | 2025/26 Entitlement % | 2026/26 Taxable benefits | 2025/26 Total | | --- | --- | --- | --- | --- | | Mark Bridgeman | 16,485 | 55,400 | 909 | 56,340 | | Isabel Liu | 9,999 | 43,050 | 18 | 43,050 | | John Rennocto^{1} | - | - | - | - | | Eric Stobart | 10,731 | 51,800 | - | 51,800 | | Nadya Wells | 12,293 | 41,050 | - | 41,050 | | Total | 49,508 | 191,300 | 927 | 192,220 | 1 All the shares were purchased in the market, using the net fee entitlement after 2. The Directors' entitlement in fees is calculated in arrears 3 Taxable benefits comprise amounts reimbursed for expenses incurred in carrying out the year 4 Retired 31 December 2024 ## Relative Importance of Spend on Pay The following table compares the remuneration paid to the Directors with aggregate distributions to shareholders relating to the year ended 31 March 2026 and the prior year. Although this disclosure is a statutory requirement, the Directors consider that comparison of Directors' remuneration with annual dividends and share buybacks does not provide a meaningful measure relative to the Company's overall performance as an investment company with an objective of providing shareholders with long term total return. | Year ended 31 March | 2026 £'000s | 2025 £'000s | Change £'000s | | --- | --- | --- | --- | | Aggregate Directors' environments | 192 | 198 | (6) | | Aggregate dividends | 17,019 | 17,048 | (29) | | Aggregate share buybacks | 27,636 | 9,624 | 18,012 | 50 | Utilico Emerging Markets Trust plc --- Directors' Remuneration Report (continued) Audit & Risk Committee Re # **Directors' Beneficial Share Interests (Audited)** The beneficial shareholdings of the Directors who served during the year are set out below: | As at 31 March | 18 June 2026 | 31 March | 31 March 2025 | | --- | --- | --- | --- | | Mark Bridgeman | 93,379^{1} | 45,491^{1} | 33,684^{1} | | Isabel Liu | 56,472 | 56,472 | 46,473 | | Eric Stobart | 98,250^{1} | 95,500^{1} | 83,000^{1} | | Nadya Webb | 22,820 | 22,820 | 4,760 | 1 In addition, Mr Bridgeman had a non-beneficial interest in 18,500 shares. 2 The shares are held by Ms Liu's husband, Mak Lo Chiu 3 Including 5,500 shares held by Mr's Stobart # **Total Return Comparative Performance** from 31 March 2016 to 31 March 2026 ![img-37.jpeg](img-37.jpeg) Rebased to 100 as at 31 March 2016 Source: ICM and Bloomberg On behalf of the Board **Isabel Liu** Chair of the Remuneration Committee 18 June 2026 # **Company Performance** Including the performance of UEM Limited, the graph below compares, for the ten years ended 31 March 2026, the share price total return (assuming all dividends are reinvested and adjusted for the exercise of warrants and subscription shares) to shareholders with the MSCI EM Index. The MSCI EM Index has been used as the Company invests across a broad spread of emerging markets. ![img-38.jpeg](img-38.jpeg) **Eric Stobart, FCA** Chair of the Audit & Risk Committee As Chair of the Audit & Risk Committee, I am pleased to present the Committee's report to shareholders for the year ended 31 March 2026. # **Role and Responsibilities** UEM has established a separately chaired Audit & Risk Committee whose duties include considering and recommending to the Board for approval the contents of the half yearly and annual financial statements and providing an opinion as to whether the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy. The Committee also reviews the external auditors' report on the annual financial statements and is responsible for reviewing and forming an opinion on the effectiveness of the external audit process and audit quality. Other duties include reviewing the appropriateness of the Company's accounting policies and ensuring the adequacy of the internal control systems and standards. The Audit & Risk Committee meets at least three times a year. Two of the planned meetings are held prior to the Board meetings to approve the half yearly and annual results. Representatives of the Investment Managers attend all meetings. # **Composition** During the year ended 31 March 2026, the Audit & Risk Committee consisted of all the Directors of the Company. It is considered that there is a range of recent and relevant financial experience amongst the members of the Committee together with experience of the investment trust sector. In light of the small size of the Board and the Chairman of the Board's relevant experience, the Committee considers it appropriate that he is a member. 52 | Utilico Emerging Markets Trust plc --- Audit & Risk Committee Report (continued) # Auditor and Audit Tenure BDO LLP ("BDO") was appointed auditor of the Company in February 2025 following a formal external audit tender process. The Committee has considered the independence of the auditor and the objectivity of the audit process and is satisfied that BDO has fulfilled its obligations to shareholders as independent auditor to the Company. It is the Company's policy not to seek substantial non-audit services from its auditor, unless they relate to a review of the half-yearly report as the Board considers the auditor is best placed to provide this work. If the provision of significant non-audit services were to be considered, the Committee would procure such services from an accountancy firm other than the auditor. Non-audit fees paid to BDO amounted to £ml for the year ended 31 March 2026 (2025: £ml). The partner and manager of the audit team at BDO presented their audit plan to the Committee in advance of the financial year end. Items of audit focus were discussed, agreed and given particular attention during the audit process. BDO reported to the Committee on these items, their independence and other matters. This report was considered by the Committee and discussed with BDO and the Investment Managers prior to approval of the annual financial report. Members of the Committee meet in camera with the external auditor at least annually. # Accounting Matters and Significant Areas For the year ended 31 March 2026 the accounting matters that were subject to specific consideration by the Audit & Risk Committee were as follows: | Significant Area | How Addressed | | --- | --- | | **Value of the level 1 investments** | Actively traded level 1 investments are valued using stock exchange prices provided by third party pricing vendors. The Audit & Risk Committee regularly reviews the portfolio. It also reviews the annual internal control reports produced by the Investment Managers and Administrator which detail the systems, processes and controls around the daily pricing of the securities. | | **Value of the level 3 investments** | Investments that are classified as level 3 are valued using a variety of techniques to determine a fair value, as set out in note 1(c) to the accounts, and all such valuations are carefully reviewed by the Audit & Risk Committee with the Investment Managers. The Committee receives detailed information on all level 3 investments, and it discusses and challenges the valuations with the Investment Managers. It considers market comparables and discusses any proposed revaluations with the Investment Managers. | The Committee reviewed the external audit plan at an early stage and concluded that the appropriate areas of audit risk relevant to the Company had been identified and that suitable audit procedures had been put in place to obtain reasonable assurance that the financial statements as a whole would be free of material misstatements. As a result, and following a thorough review process, the Committee advised the Board it is satisfied that, taken as a whole, the annual financial report for the year to 31 March 2026 is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. In reaching this conclusion, the Committee has assumed that the reader of the report would have a reasonable level of knowledge of the investment company industry. # External Audit, Review of its Effectiveness and Auditor Appointment The Audit & Risk Committee advises the Board on the appointment of the external auditor, its remuneration for audit and non-audit work and its cost effectiveness, independence and objectivity. As part of the review of the effectiveness of the audit process, a formal evaluation process incorporating views from the members of the Committee and relevant personnel at the Investment Managers is followed and feedback is provided to BDO. Areas covered by this review include: - the calibre of the audit firm, including reputation and industry presence; - the extent of quality controls including review processes, engagement quality control reviewer and annual reports from its regulator; - the performance of the audit team, including skills of individuals, specialist knowledge, partner involvement, team member continuity and quality and timeliness of audit planning and execution; - audit communication including planning, relevant accounting and regulatory developments, approach to significant accounting risks, communication of audit results and recommendations on corporate reporting; - ethical standards including independence and integrity of the audit team, lines of communication to the Committee and partner rotation; and - reasonableness of the audit fees. For the year ended 31 March 2026, the Committee is satisfied that the audit process was effective. In July 2025 the FRC published its annual assessment of quality among the Tier 1 audit firms, which included BDO. The FRC's report identified a number of areas for improvement by BDO but noted improvements in its Financial Services practice and commented upon improved results in its internal quality monitoring. The Committee discussed with BDO the FRC's findings along with BDO's action plan. BDO has confirmed that it is committed to the highest standards of audit quality and will continue to work closely with the FRC to address any areas of concern. 54 | Utilico Emerging Markets Trust plc --- # Directors' Statement of Responsibilities in respect of the Annual Report and Financial Statements The Directors are responsible for preparing the annual report and the financial statements in accordance with UK adopted International Accounting Standards and applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, they are required to prepare the financial statements in accordance with UK adopted International Accounting Standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - state whether they have been prepared in accordance with UK adopted International Accounting Standards, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and - prepare a Directors' Report, a Strategic Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 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 to assess the Company's performance, business model and strategy. The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. ## Responsibility Statement of the Directors in Respect of the Annual Financial Report We confirm that to the best of our knowledge: - the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and - the Chairman's Statement, Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. Approved by the Board on 18 June 2026 and signed on its behalf by: **Mark Bridgeman** Chairman # Independent auditor's report of Utilico Emerging Markets ## Opinion In our opinion the financial statements: - give a true and fair view of the state of the Company's affairs as at 31 March 2026 and of its profit and cash flows for the year then ended; - have been properly prepared in accordance with UK adopted International Accounting Standards; and - have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Utilico Emerging Markets Trust plc (the 'Company') for the year ended 31 March 2026 which comprise of the following: Statement of comprehensive income Statement of changes in equity Statement of financial position Statement of cash flows Notes 1 to 27 to the company financial statements Material accounting policy information The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## Independence We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by the FRC's Ethical 56 | Utilico Emerging Markets Trust plc --- ## Overview | Key audit matters | 2026 | 2025 | | --- | --- | --- | | Valuation and ownership of investments | ✓ | ✓ | | **Materiality** | *Company financial statements as a whole* £5.50m (2025: £4.79m) based on 1% (2025: 1%) of net assets | | In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. ### An overview of the scope of our audit Our audit was scoped by obtaining an understanding of the Company and its environment, the applicable financial reporting framework and the system of internal control. We identified and assessed the risks of material misstatement of the financial statements. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risk of material misstatement to the financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the risk of material misstatement to an acceptable level, to provide a basis for our opinion. ### Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. ## Key audit matter ### Valuation and ownership of investments **Note 1** Accounting Policies **Note 10** Investments **Note 27** Fair Value Hierarchy The investment portfolio at year end comprised of 98% listed equity investments. The remaining 2% of the portfolio at year end comprised of unlisted investments where no quoted market price is available. While we do not consider the valuation of listed investments to involve a significant degree of estimation or judgement, there is a risk that the prices used for the quoted investments held by the Company may not reflect their fair value at the year end. The unlisted investments have an element of judgement involved in selecting an appropriate valuation methodology and in the recoverability of loans and an element of estimation uncertainty in the inputs and discounts applied in determining their valuations. Additionally, in relation to ownership and recording, there is a risk of error in the recording of investment holdings which could result in the incorrect recognition of investments by the Company. We considered the valuation and ownership of investments to be a significant audit area as investments represent the most significant balance in the financial statements and underpins the principal activity of the Company. For these reasons, and due to the materiality of the balance in the context of the financial statements as a whole, we consider this to be a Key Audit Matter. 58 | Utilico Emerging Markets Trust plc --- ## 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 | 2026 £m | 2025 £m | | --- | --- | --- | | Materiality | 5.50 | 4.79 | | 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 | 4.12 | 3.59 | | 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 and Risk Committee that we would report to them individual audit differences in excess of £275,000 (2025: £239,000). 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 Report 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 sourcebook requires 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. | **Going concern and longer-term viability** | - The Directors' statement with respect to the company's business, which concerns basis of accounting and other financial statements. - The Directors' explanation as to the financial statements, which are the basis of the financial statements covers and why. - The Directors' statement on which the Company will be able to continue. | | --- | --- | | **Other Code provisions** | - Directors' statement on fair, balanced, and fair, including the Company's performance. - Board's confirmation that it has been made to provide a principal risks set out on pages 3 and 4. - The section of the annual report on the financial statements, management and internal control. - The section describing the work. | ### Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed by the Companies Act 2006 and ISAs (UK) to report on the financial statements, we have nothing to report in this regard. | **Strategic report and Directors' report** | - In our opinion, based on the work under the circumstances, we have nothing to report in this regard. - the information given in the Strategic Report is not to be used in the financial statements; and - the Strategic Report and the Directors' report are not applicable legal requirements. - In the light of the knowledge and understanding of the Company's performance, we have nothing to report in this regard. - In the course of the audit, we have nothing to report in this regard. - The report or the Directors' report. | | --- | --- | | **Directors' remuneration** | - In our opinion, the part of the Directors' remuneration is not to be used in the financial statements. - We have nothing to report in respect of the Company's performance. - Companies Act 2006 requires us to report in this regard. - adequate accounting records have not been received from branches of the Company. - the financial statements and the financial statements are not in agreement with the act. - certain disclosures of Directors' remuneration. - we have not received all the information. | 60 | Utilico Emerging Markets Trust plc --- ## Independent auditor's report (continued) ### Responsibilities of Directors As explained more fully in the Directors' Statement of Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. ### Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. However, the primary responsibility for the prevention and detection of fraud rests with both Those Charged with Governance of the Company and management. ### Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: #### Non-compliance with laws and regulations Based on: - Our understanding of the Company and the industry in which it operates; - Discussion with the Investment Manager and Those Charged with Governance; and - Obtaining an understanding of the Company's policies and procedures regarding compliance with laws and regulations we considered the significant laws and regulations to be the Companies Act 2006, the FCA's UK Listing and Disclosure Guidance and Transparency Rules, the principles of the AIC Code of Corporate Governance, industry practice represented by the AIC SORT, the applicable accounting framework, and qualification as an Investment Trust under UK tax legislation as any non-compliance of this would lead to the Company losing various deductions and exemptions from corporation tax. Our procedures in respect of the above included: - Agreement of the financial statement disclosures to underlying supporting documentation; - Enquiries of the Investment Manager, Administrator and Those Charged with Governance relating to the existence of any non-compliance with laws and regulations; - Reviewing minutes of meetings of Those Charged with Governance throughout the period for instances of non-compliance with laws and regulations; and - Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its requirements to retain their Investment Trust status. #### Fraud We assessed the susceptibility of the financial statements to material misstatement including fraud. Our risk assessment procedures included: - Enquiry with the Investment Manager, Administrator and Those Charged with Governance regarding any known or suspected instances of fraud; - Obtaining an understanding of the Company's policies and procedures relating to: - Detecting and responding to the risks of fraud; and - Internal controls established to mitigate risks related to fraud. - Review of minutes of meetings of Those Charged with Governance for any known or suspected instances of fraud; and - Discussion amongst the engagement team as to how and where fraud might occur in the financial statements. Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls. Our procedures in respect of the above included: - In addressing the risk of management override of controls, we: - Performed a review of estimates and judgements applied by the Directors in the financial statements to assess their appropriateness and the existence of any systematic bias; - Considered the opportunity and incentive to manipulate accounting entries and assessed the appropriateness of any post-closing adjustments made in the period end financial reporting process; - Reviewed for significant transactions outside the normal course of business; and - Performed a review of unadjusted audit differences, if any, for indications of bias or deliberate misstatement. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. ### Other matters which we are required to address We were appointed by the Board of Directors on 10 February 2025 to audit the financial statements for the year ended 31 March 2025. Our total uninterrupted 62 | Utilico Emerging Markets Trust plc --- ## Statement of Comprehensive Income | Year | for the year to 31 March 2026 | | | for the year to 31 March 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue (000's) £'000s | Capital (000's) £'000s | Total (000's) £'000s | Revenue (000's) £'000s | Capital (000's) £'000s | Total (000's) £'000s | | 18 Gains/(losses) on investments | – | 98,528 | 98,528 | – | (29,007) | (29,007) | | 26 Foreign exchange losses | – | (1,095) | (1,095) | – | (590) | (590) | | 9 Investment and other income | 30,683 | – | 30,683 | 23,840 | – | 23,840 | | **Total income/(loss)** | **30,683** | **97,433** | **128,116** | **23,840** | **(29,597)** | **(5,757)** | | 4 Management and administration fees | (1,406) | (4,346) | (5,752) | (1,381) | (4,284) | (5,665) | | 5 Other expenses | (1,723) | – | (1,723) | (1,710) | – | (1,710) | | **Profit/(loss) before finance costs and taxation** | **27,554** | **93,087** | **120,641** | **20,749** | **(33,881)** | **(13,132)** | | 6 Finance costs | (273) | (1,092) | (1,365) | (192) | (768) | (960) | | **Profit/(loss) before taxation** | **27,281** | **91,995** | **119,276** | **20,557** | **(34,649)** | **(14,092)** | | 7 Taxation | (2,717) | (710) | (3,427) | (1,834) | (750) | (2,584) | | **Profit/(loss) for the year** | **24,564** | **91,285** | **115,849** | **18,723** | **(35,399)** | **(16,676)** | | 8 **Earnings per share (basic) – pence** | **13.57** | **50.41** | **63.98** | **9.95** | **(18.81)** | **(8.86)** | All items in the above statement derive from continuing operations. The 'Total' column of this statement is the profit and loss account of the Company and the 'Revenue' and 'Capital' columns represent supplementary information prepared under guidance issued by the Association of Investment Companies. The Company does not have any income or expense that is not included in the profit for the year and therefore the profit for the year is also the total comprehensive income for the year, as defined in International Accounting Standard 1 (revised). All income is attributable to the equity holders of the Company. The notes on pages 68 to 85 form part of these financial statements. ## Statement of Changes in Earnings | Year | for the year to 31 March 2026 | | | | --- | --- | --- | --- | | | Ordinary share capital £'000s | Mergers reserve £'000s | reserves | | Balance as at 31 March 2025 | 1,865 | 76,706 | | | 14.16 Shares purchased by the Company and cancelled | (108) | – | | | 26.21 Profit for the year | – | – | | | 9 Dividends paid in the year | – | – | | | **Balance as at 31 March 2026** | **1,757** | **76,706** | | | Year | for the year to 31 March 2025 | | | | --- | --- | --- | --- | | | Ordinary share capital £'000s | Mergers reserve £'000s | reserves | | Balance as at 31 March 2024 | 1,909 | 76,706 | | | 14.16 Shares purchased by the Company and cancelled | (44) | – | | | 26.21 (Loss)/profit for the year | – | – | | | 9 Dividends paid in the year | – | – | | | **Balance as at 31 March 2025** | **1,865** | **76,706** | | The notes on pages 68 to 85 form part of these financial statements. 64 | Utilico Emerging Markets Trust plc --- ## Statement of Financial Position | Year | as at 31 March | 2026 £'000s | 2025 £'000s | | --- | --- | --- | --- | | | **Non-current assets** | | | | 10 | Investments | 552,652 | 495,154 | | | **Current assets** | | | | 11 | Other receivables | 9,720 | 1,008 | | | Cash and cash equivalents | 14,058 | 3,933 | | | | 23,778 | 4,941 | | | **Current liabilities** | | | | 12 | Other payables | (2,360) | (2,055) | | 13 | Bank loans | (21,790) | (17,553) | | | | (24,150) | (19,608) | | | **Net current liabilities** | (372) | (14,667) | | | **Total assets less current liabilities** | 552,280 | 480,487 | | | **Non-current liabilities** | | | | 14 | Provision for capital gains tax | (1,375) | (665) | | | **Net assets** | 550,905 | 479,822 | | | **Equity attributable to equity holders** | | | | 16 | Ordinary share capital | 1,757 | 1,865 | | 17 | Merger reserve | 76,706 | 76,706 | | 18 | Capital redemption reserve | 588 | 480 | | 19 | Special reserve | 369,920 | 397,556 | | 20 | Capital reserves | 82,489 | (8,796) | | 21 | Revenue reserve | 19,445 | 12,811 | | | **Total attributable to equity holders** | 550,905 | 479,822 | | 22 | **Net asset value per share** | | | | | **Basic – pence** | 313.54 | 257.28 | The notes on pages 68 to 85 form part of these financial statements. Approved by the Board on 18 June 2026 and signed on its behalf by **Mark Bridgeman** Chairman Utilico Emerging Markets Trust plc Registered in England, No 11102129 ## Statement of Cash Flows | Year to 31 March | | --- | | **Operating activities** | | Profit/(loss) before taxation | | Deduct investment income – dividends | | Deduct investment income – interest | | Deduct bank interest received | | Add back interest charged | | Add back (gains)/losses on investments | | Add back foreign exchange losses | | (Increase)/decrease in other receivables | | (Decrease)/increase in other payables | | **Net cash outflow from operating activities before dividends and in** | | Dividends received | | Investment income – interest | | Bank interest received | | Taxation paid | | **Net cash inflow from operating activities** | | **Investing activities** | | Purchase of investments | | Sales of investments | | **Net cash inflow/(outflow) from investing activities** | | **Financing activities** | | Repurchase of shares for cancellation | | Dividends paid | | Drawdown of bank loans | | Repayment of bank loans | | Interest paid | | **Net cash outflow from financing activities** | | **Increase/(decrease) in cash and cash equivalents** | | Cash and cash equivalents at the start of the year | | Effect of movement in foreign exchange | | **Cash and cash equivalents as at the end of the year** | The notes on pages 68 to 85 form part of these financial statements. 66 | Utilico Emerging Markets Trust plc --- # Notes to the Accounts ## 1. Accounting Policies The Company is an investment company incorporated in the United Kingdom with a listing in the closed-ended investment fund category of the Financial Conduct Authority's Official List whose shares are admitted to trading on the London Stock Exchange's Main Market for listed securities. ### (a) Basis of accounting The accounts have been prepared on a going concern basis (see note 25) in accordance with UK adopted International Accounting Standards, which comprise standards and interpretations approved by the IASB and International Accounting Standards and IFRS Interpretation Committee approved by the IASC that remain in effect and the Companies Act 2006. The accounts have been prepared on a historical cost basis, except for the measurement at fair value of investments. The Board has determined by having regard to the currency of the Company's share capital and the predominant currency in which its shareholders operate, that Sterling is the functional and reporting currency. Where presentational recommendations set out in the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP"), issued in the UK by the AIC in July 2022, do not conflict with the requirements of International Financial Reporting Standards ("IFRS"), the Directors have prepared the accounts on a basis consistent with the recommendations of the SORP. In accordance with the SORP, the Statement of Comprehensive Income has been analysed between a revenue return (dealing with items of a revenue nature) and a capital return (relating to items of a capital nature). Revenue returns include, but are not limited to, dividend income, operating expenses, finance costs and taxation (insofar as they are not allocated to capital, as described in notes 1(b), 1(c), 1(d) and 1(f) below). Net revenue returns are allocated via the revenue return to the Revenue Reserve. Capital returns include, but are not limited to, profits and losses on the disposal and the valuation of non-current investments and on cash and borrowings, operating costs and finance costs (insofar as they are not allocated to revenue as described in notes 1(i) and 1(k) below). Net capital returns are allocated via the capital return to Capital Reserves. Dividends on shares may be paid out of Special Reserve, Capital Reserves and Revenue Reserve. A number of new standards and amendments to standards and interpretations, which have not been applied in preparing these accounts, were in issue but not effective. None of the standards are expected to have a material effect on the accounts of the Company. ### (b) Financial instruments Financial instruments include fixed asset investments, derivative assets and liabilities and long term debt instruments. Accounting Standards recognise a hierarchy of fair value measurements for Financial instruments which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The classification of instruments depends on the lowest significant applicable input. ### (c) Valuation of investments Investment purchases and sales are accounted for on the trade date, inclusive of transaction costs. Investments, including both equity and loans, used for efficient portfolio management are classified as being at fair value through profit or loss. As the Company's business is investing in financial assets with a view to profiting from their total return in the form of dividends, interest or increases in fair value, its investments (including those ordinarily classified as subsidiaries under IFRS 10 but exempted by that financial reporting standard from requirement to be consolidated) are designated as being at fair value through profit or loss on initial recognition. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy and information about the 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 Income as capital return. Quoted investments are shown at fair value using market bid prices. The fair value of unquoted investments is determined by the Board in accordance with IFRS and International Private Equity and Venture Capital Valuation ("IPEV") Guidelines, issued in December 2025. In exercising its judgement over the value of these investments, the Board uses valuation techniques which take into account, where appropriate, latest dealing prices, valuations from reliable sources, net asset values, earnings multiples, recently orderly transactions in similar securities, time to expected repayment and other relevant factors (see key valuation techniques on pages 82 and 83). ### (d) Subsidiary undertakings Subsidiary undertakings of the Company, which are held as part of the investment portfolio (see note 1(c) above), are accounted for as investments at fair value through profit and loss. ### (e) Cash and cash equivalents Cash and cash equivalents in the Statement of Financial Position compare to the amount of three months or less. Bank overdrafts are included as a complete cash flow statement only. ### (f) Debt instruments The Company's debt instruments can include short term and long term debt value and subsequently measured at amortised cost using the effective method of the financial classification. ### (g) Foreign currency Foreign currency assets and liabilities are expressed in Sterling at rates of exchange rate. Foreign currency transactions are translated at the rates of exchange rate. The Company's capital return on the ex-dividend date or, where no ex-dividend date is established. Where the Company has elected to receive its dividends, the amount of the cash dividend foregone is allocated as revenue in the Statement of Financial Position. Interest on debt securities is accrued on a time basis using the Company's interest in the interest is recognised on an accrual basis. ### (h) Investment and other income Dividends receivable are shown gross of withholding tax and are analysed by the Company's comprehensive income (except where, in the opinion of the Directors, the capital return) on the ex-dividend date or, where no ex-dividend date is established. Where the Company has elected to receive its dividends, the amount of the cash dividend foregone is allocated as revenue in the Statement of Financial Position. Interest on debt securities is accrued on a time basis using the Company's interest in the interest is recognised on an accrual basis. ### (i) Expenses All expenses are accounted for on an accrual basis. Expenses are charged on an accrual basis. The Company has analysed under revenue return except as stated below. - the management fees, company secretarial fees and research fees payable on 20% to revenue return. - expenses incidental to the acquisition or disposal of investments are calculated as: ### (j) Directors' fees Directors' fees are charged quarterly through the revenue column of the Company's interest in the entitlement after any applicable tax deductions of each Director is satisfied. The Company's interest in the market around each quarter end or, if the shares are trading at a fair value, the Company is divided by dividing the net fee entitlement by the net asset value on the date of a fair value. ### (k) Finance costs Finance costs are accounted for using the effective interest method, respectively. Finance costs are allocated 80% to capital return and 20% to revenue return. ### (l) Taxation Taxation currently payable is calculated using tax rules and rates in force. The Company differs from the net return before tax. Note 1(b) sets out those items which are not included in the statement. Deferred tax is provided on an undiscounted basis on all timing differences in the Company's financial position. The Company's tax rate is expected to apply in the period when the liability is settled or the amount of the tax is considered more likely than not that there will be suitable profits. The Company is not obliged to be deducted. In line with the recommendations of the SORP, the allocation of the charge to capital is the "marginal" basis. Under this basis, if taxable income is calculated through the revenue account, then no tax relief is transferred to the capital. ### (m) Dividends payable Dividends paid by the Company are accounted for in the period in which the Statement of Changes in Equity. 68 | Utilico Emerging Markets Trust plc --- ## Notes to the Accounts (continued) ### (n) Capital reserves Capital reserves are distributable reserves to the extent gains arising from investments held are from liquid holdings. The following items are accounted for through the Statement of Comprehensive Income as capital returns and transferred to capital reserves: #### Capital reserve - arising on investments sold - gains and losses on disposal of investments - exchange differences of a capital nature - expenses allocated in accordance with notes 10) and 10) #### Capital reserve - arising on investments held - increases and decreases in the valuation of investments held at the year end. ### 2. Significant accounting judgements, estimates and assumptions The presentation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of plausible future events and other factors. Actual results may differ from these estimates. The area requiring the most significant judgement and estimation in the preparation of the financial statements is the accounting for the value of unquoted investments. The policy for valuation of unquoted securities is set out in note 10) to the accounts and further information on Board procedures is contained in the Audit & Risk Committee Report and note 26(d) to the accounts. The fair value of unquoted (level 3) investments, as disclosed in note 27 to the accounts, represented 1.5% of total investments as at 31 March 2026 (2.7% of total investments as at 31 March 2025). ### 3. Investment and other income | Year to 31 March | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s | | **Investment income** | | | | | | | | Dividends* | 29,610 | - | 29,610 | 22,293 | - | 22,293 | | Interest | 1,043 | - | 1,043 | 1,463 | - | 1,463 | | Total investment income | 30,653 | - | 30,653 | 23,756 | - | 23,756 | | **Other income** | | | | | | | | Bank interest | 30 | - | 30 | 84 | - | 84 | | Total income | 30,683 | - | 30,683 | 23,840 | - | 23,840 | * Includes scrip dividends of £586,000 (2025: £192,000) ### 4. Management and administration fees | Year to 31 March | Revenue £'000s | Capital £'000s | | --- | --- | --- | | Payable to: ICM/ICMM | | | | - management, secretarial and research fees | 1,086 | 4,346 | | Administration fees | 320 | - | | | 1,406 | 4,346 | The Company has appointed ICMM as its Alternative Investment Fund. They are entitled to a management fee. The aggregate fees payable by ICMM and ICMM Managers as agreed by them. The relationship between ICMM and ICMM is based on the EU Alternative Investment Fund Manager's Directive as it forms part of the EU (Withdrawal) Act 2018, as amended and also such other requirements as the Financial Conduct Authority. The annual management fee is a tiered structure as follows: 1.0% of NAV, £500m up to and including £750m; 0.85% of NAV exceeding £750m up to £1,000m, payable quarterly in arrears. When calculating the management fee, the investment in the 4UM ICM FI-Infra Fund, where ICM acts as investment fund, is not return and 20% to revenue return. The investment management agreement is valid. ICMM also provides company secretarial services to the Company, with the equivalent to 45% of the costs associated with this office and recharges the company's income per annum, paid quarterly in arrears. These charges are allocated 80% to ICMM and £1,433,000 (31 March 2024: £1,248,000) remained outstanding in 2024. ICMM and ICMM were reimbursed expenses, included within Other Expenses. JPMorgan Chase Bank N.A. - London Branch has been appointed Administrative Management Limited ("WIM") to provide certain support services (including technology support services). ### 5. Other Expenses | Year to 31 March | Revenue £'000s | | --- | --- | | Auditor's remuneration: | | | for audit services (1) | 87 | | Broker and consultancy fees | 222 | | Custody fees | 622 | | Depository fees | 103 | | Directors' fees for services to the Company | | | (see Directors' Remuneration Report on pages 50 to 52) | 191 | | Travel expenses | 109 | | Professional fees | 61 | | Sundry expenses | 328 | | | 1,723 | All expenses are stated gross of irrecoverable VAT, where applicable (1) Total auditor's remuneration for audit services, exclusive of VAT, amounted to £ 1,000m (less of £83,000) and KPMG LLP audit fees of £10,000 for costs incurred to time 70 | Utilico Emerging Markets Trust plc --- ## Notes to the Accounts (continued) ### 6. Finance Costs | Year to 31 March | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s | | On loans and bank overdrafts | 273 | 1,092 | 1,365 | 192 | 768 | 960 | ### 7. Taxation #### (a) Analysis of charge in the year: | Year to 31 March | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s | | **Tax on ordinary activities** | | | | | | | | UK corporation tax at 25.0% (2025: 25.0%) | - | - | - | - | - | - | | Overseas tax suffered | 2,717 | - | 2,717 | 1,834 | - | 1,834 | | Capital gains tax | - | - | - | - | 1,603 | 1,603 | | Deferred tax (see note 14) | - | 710 | 710 | - | (853) | (853) | | **Total tax charge for the year** | **2,717** | **710** | **3,427** | **1,834** | **750** | **2,584** | The Company is liable to Indian capital gains tax and the deferred tax in the capital account is in respect of capital gains tax on Indian investment holding gains that will be taxed in future years on realisations of the investments. #### (b) Factors affecting current tax charge for the year The tax assessed for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows: | Year to 31 March | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000s | Capital £'000s | Total £'000s | Revenue £'000s | Capital £'000s | Total £'000s | | Net profit/(loss) before taxation | 27,281 | 91,995 | 119,276 | 20,557 | (34,649) | (14,092) | | Corporation tax at 25.0% (2025: 25.0%) | 6,820 | 22,999 | 29,819 | 5,139 | (8,662) | (3,523) | | **Effects of:** | | | | | | | | Non taxable dividend income | (6,514) | - | (6,514) | (4,645) | - | (4,645) | | Non taxable capital returns | - | (24,358) | (24,358) | - | 7,399 | 7,399 | | Overseas tax suffered | 2,717 | - | 2,717 | 1,834 | - | 1,834 | | Double taxation relief | (306) | 405 | 99 | (494) | 386 | (108) | | Movement in tax losses that no deferred tax asset is recognised on | - | 954 | 954 | - | 877 | 877 | | Capital gains tax | - | 710 | 710 | - | 750 | 750 | | **Total tax charge for the year** | **2,717** | **710** | **3,427** | **1,834** | **750** | **2,584** | As at 31 March 2026, the Company had net surplus management expenses of £35,607,000 (2025: £31,217,000) and a non-trade loan relationship deficit of £591,000 (2025: £299,000), giving total unutilised tax losses of £36,198,000 (2025: £31,516,000). A deferred tax asset has not been recognised in respect of these tax losses because the Company is not expected to generate taxable income in the future in excess of the deductible expenses of those future periods and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of the existing management expenses and non-trade loan relationship deficit. The Company has an unrecognised deferred tax asset of £9.0m as at 31 March 2026 (2025: £7.9m) based on the corporation tax rate of 25%. ### 8. Earnings Per Share #### Year to 31 March | Revenue return | | --- | | Capital return | | **Total return** | Weighted average number of shares in issue during the year | Revenue return per share | | --- | | Capital return per share | | **Total profit/(loss) per share*** | *Represents both the basis and diluted earnings per share ### 9. Dividends | Year to 31 March | Record date | | --- | --- | | 2024 Fourth quarterly dividend of 2.15p per share | 07-Jun-24 | | 2025 First quarterly dividend of 2.15p per share | 06-Sep-24 | | 2025 Second quarterly dividend of 2.325p per share | 29-Nov-24 | | 2025 Third quarterly dividend of 2.325p per share | 07-Mar-25 | | 2025 Fourth quarterly dividend of 2.325p per share | 06-Jun-25 | | 2026 First quarterly dividend of 2.325p per share | 05-Sep-25 | | 2026 Second quarterly dividend of 2.42p per share | 05-Dec-25 | | 2026 Third quarterly dividend of 2.42p per share | 06-Mar-26 | The Directors have declared a fourth quarterly dividend in respect of the 26 June 2026 to shareholders on the register at close of business on 5 June 2026, as at 31 March 2026, is £4,198,000 based on the Directors have declared a special dividend in respect of the year ended 31 March 2026. The Directors have declared a second dividend in respect of the year 14 August 2026 to shareholders on the register at close of business on 17 August 2026, as at 31 March 2026, is £4,328,000 based on the Directors have declared a third dividend in respect of the year 16 August 2026. ### 10. Investments #### Year to 31 March | Cost of investments brought forward | | --- | | Net unrealised gains brought forward | | Valuation brought forward | | Purchases at cost | | Sales proceeds | | Gains/(losses) on investments | #### Valuation as at 31 March | Analysed as at 31 March | | --- | | Cost of investments | | Net unrealised gains on investments | #### Valuation 72 | Utilico Emerging Markets Trust plc --- ## Notes to the Accounts (continued) The Company received £232,186,000 (2025: £121,475,000) from investments sold in the year. The book cost of these investments when they were purchased was £200,958,000 (2025: £115,498,000). 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. | Year to 31 March | 2026 | 2025 | | --- | --- | --- | | **Gains/(losses) on investments** | **£'000** | **£'000** | | Net gain on investments sold | 31,148 | 7,977 | | Other capital charges | (50) | (68) | | Movement in unrealised gains/(losses) | 67,430 | (36,916) | | **Total gains/(losses) on investments** | **98,528** | **(29,007)** | ### Subsidiary undertakings Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following is a subsidiary of the Company as at 31 March 2026 and as at 31 March 2025. | | Country of registration and incorporation | Number and class of shares held | Holding and voting rights | 2026 Fair value £'000 | 2025 Fair value £'000 | | --- | --- | --- | --- | --- | --- | | UEM (HK) Limited | Hong Kong | 1,000 ordinary shares | 100 | - | - | Incorporated on 26 January 2017 and commenced trading on 18 July 2017 to carry on business as an investment company (see note 24 for related party transactions). The registered office address is Unit 304-7, 3F, Lafond Centre, Cheung Sha Wan, Kowloon, Hong Kong. ### Associated undertakings Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following associated undertakings as at 31 March 2026 and as at 31 March 2025 are held as part of the investment portfolio and consequently are accounted for as investments at fair value through profit and loss. | | EBP Holdings Limited | Pitch Hero Holdings Limited | | --- | --- | --- | | Country of incorporation | Isle of Man | United Kingdom | | Country of listing | Unlisted | Unlisted | | Country of operations | Bulgaria & Romania | United Kingdom | | Number of ordinary shares held | 243 | 62,874 | | Percentage of ordinary shares held | 25.2% | 36.7% | | Registered address | 55 Athol Street Douglas, IM1 1LA, Isle of Man | Sterling House Capitol Park East Tingley, Wakefield, West Yorkshire W13 1DR United Kingdom | Transactions with associated undertakings were as follows: ### EBP Holdings Limited ("EBP") and East Balkan Properties plc ("East Balkan") In the year, EBP consolidated the shares in issue, for every 3 shares held shareholders received 1 new share and as part of the scheme EBP returned £3,000 to UEM. There were no other transactions with EBP. ### Pitch Hero Holdings Limited ("Pitch Hero") Pursuant to an extension and amendment (dated 16 June 2025) of a loan agreement dated 1 March 2021 under which UEM has agreed to loan monies to Pitch Hero, as at 31 March 2026 the balance of the loan and interest outstanding was £565,000 (31 March 2025: £695,000). In the period Pitch Hero repaid £129,000 and paid interest to UEM of £67,000. The loan bears interest at an annual rate of 10%. The final repayment date was extended to 25 August 2029. ### Significant interests In addition to the above, the Company has a holding of 3% or more of a share which are material in the context of the accounts. | | Country of registration and incorporation | | --- | --- | | Korean Internet Neutral Exchange Inc. | South Korea | | Orizon Valorizacao De Residuos S.A. | Brazil | | Teletink Business Services | Bulgaria | | Umeme Limited | Uganda | | VietNam Holding Ltd | Cayman Islands | ### 11. Other receivables | | 2025 | | --- | --- | | Accrued income | - | | Sales for future settlement | - | | Overseas tax recoverable | - | | Other debtors | - | ### 12. Other payables | | 2025 | | --- | --- | | Interest payable | - | | Other creditors and accruals | - | | Purchases awaiting settlement | - | ### 13. Bank loans | | 2025 | | --- | --- | | EUR 15.0m repayable February 2026 | - | | GBP 5.0m repaid November 2025 | - | | EUR 7.5m repayable February 2027 | - | | GBP 5.0m repaid April 2026 | - | | USD 13.5m repayable February 2027 | - | The Company has a secured multicurrency revolving credit facility of £5,000,000 (2025: £5,000,000) for 2027. Secured investments are held within a UEM segregated account of the investments to have constituents of the FTSE A1 World index of at least 1 million, drawn to the secured investments to be a maximum of 50%. The covered assets are held for the security facility, including those related to accelerated repayment and costs of the sale of this nature. The Company has the option each quarter to request an amount of 50% of the commitment period being no more than 365 days. Subsequent to the period, the company is not a expiry date to 28 May 2027 which was agreed, effective on and from 29 May 2027, to be the amount at commercial rates. 74 | Utilico Emerging Markets Trust plc --- ## Notes to the Accounts (continued) As at 31 March 2026 the value of the investments held within the segregated secured account was £175,349,000 (31 March 2025: £143,024,000). ### 14. Provision for capital gains tax | | 2026 £'000s | 2025 £'000s | | --- | --- | --- | | Balance brought forward | 665 | 1,518 | | Increase/(decrease) in provision for Indian tax on capital gains | 710 | (853) | | **Balance as at 31 March** | **1,375** | **665** | Provision is made for deferred tax in respect of capital gains tax on chargeable investment holding gains in India. ### 15. Operating segments The Directors are of the opinion that the Company is engaged in a single segment of business of investing in equity and debt securities, issued by companies operating and generating revenue in emerging markets and therefore no segmental reporting is provided. ### 16. Ordinary share capital | | Number | 2026 £'000s | Number | 2025 £'000s | | --- | --- | --- | --- | --- | | **Issued, called up and fully paid** | | | | | | **Ordinary shares of 1p each** | | | | | | Balance brought forward | 186,495,391 | 1,865 | 190,842,563 | 1,909 | | Purchased for cancellation by the Company | (10,789,000) | (108) | (4,347,112) | (44) | | **Balance as at 31 March** | **175,706,391** | **1,757** | **186,495,391** | **1,865** | During the year the Company bought back for cancellation 10,789,000 (2025: 4,347,112) ordinary shares at a total cost of £27,636,000 (2025: £9,624,000). A further 2,605,000 ordinary shares have been purchased for cancellation at a total cost of £7,532,000 since the year end to 17 June 2026 (the latest practicable date prior to finalising these Accounts). ### 17. Merger reserve | | 2026 £'000s | 2025 £'000s | | --- | --- | --- | | **Balance brought forward and carried forward** | **76,706** | **76,706** | The surplus of the net assets of UEM Limited received from the issue of new ordinary shares over the nominal value of such shares was credited to this account which is non-distributable. The nominal value of the shares issued is recognised in called up share capital. ### 18. Capital redemption reserve | | 2026 £'000s | 2025 £'000s | | --- | --- | --- | | Balance brought forward | 480 | 436 | | Purchased for cancellation by the Company (see note 16) | 108 | 44 | | **Balance as at 31 March** | **588** | **480** | The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled. This is non-distributable. ### 19. Special reserve Balance brought forward Purchased for cancellation by the Company (see note 16) **Balance as at 31 March** The special reserve arose from the High Court of England and Wales against the merger reserve and a special reserve created. This is a distinct, back shares. ### 20. Capital reserves | | Realised £'000s | Investment holding gains £'000s | | --- | --- | --- | | Realised gains on investments | 31,148 | – | | Unrealised gains/(losses) on investments | – | 67,430 | | Foreign exchange losses | (1,095) | – | | Finance costs charged to capital | (1,092) | – | | Expenses charged to capital | (4,346) | – | | Capital gains tax | (710) | – | | Other capital charges | (50) | – | | | **23,855** | **67,430** | | Balance brought forward | (63,196) | 54,400 | | **Balance as at 31 March** | **(39,341)** | **121,830** | Included within the capital reserve movement for the year is £21,000 (2025: £281,000) of transaction costs on purchased transaction costs on sales of investments. ### 21. Revenue reserve Balance brought forward Revenue profit for the year Dividends paid in the year **Balance as at 31 March** The revenue reserve represents accumulated revenue profits retained to shareholders as a dividend. ### 22. Net asset value per share The net asset value per share is based on the net assets attributable to £479,822,000 and on 175,706,391 (2025: 186,495,391) shares, being the 76 | Utilico Emerging Markets Trust plc --- Notes to the Accounts (continued) # **23. Reconciliation of liabilities arising from financing activities** | 2026 | Balance as at 31 March 2025 £'000s | Transactions in the year £'000s | Net cashflow £'000s | Foreign exchange loss £'000s | Non cash flow - loan facility cost £'000s | Balance as at 31 March 2025 £'000s | | --- | --- | --- | --- | --- | --- | --- | | Bank loans | 17,553 | - | 3,673 | 564 | - | 21,790 | | Repurchase of shares for cancellation | - | 27,636 | (27,241) | - | - | 395 | | Dividends paid | - | 17,130 | (17,130) | - | - | - | | Interest paid | - | 1,365 | (1,205) | - | (83) | 77 | | | 17,553 | 46,131 | (41,903) | 564 | (83) | 22,262 | | 2025 | Balance as at 31 March 2024 £'000s | Transactions in the year £'000s | Net cashflow £'000s | Foreign exchange loss £'000s | Non cash flow - loan facility cost £'000s | Balance as at 31 March 2025 £'000s | | --- | --- | --- | --- | --- | --- | --- | | Bank loans | - | - | 16,611 | 705 | 237 | 17,553 | | Repurchase of shares for cancellation | - | 9,624 | (9,624) | - | - | - | | Dividends paid | - | 16,811 | (16,811) | - | - | - | | Interest paid | - | 806 | (806) | - | - | - | | | - | 27,241 | (10,630) | 705 | 237 | 17,553 | # **24. Related party transactions** The following are considered related parties of the Company during the year: the subsidiary undertaking (UEM/HK) Limited, the associates of the Company (BBP and Pitch Heris), the Board of UEM, ICM and ICMM (the Company's joint portfolio managers), Mr Saville, Mr Jillings and Ms Broers (key management persons of ICMM) and UK Limited. The following transactions were carried out during the year to 31 March 2026 between the Company and its related parties above: 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. There were no transactions in the year. As at 31 March 2026 the fair value of the loan held with UEM (HK) Limited was £2,951,000 and loan interest accrued was £nil. There were no transactions between the associated undertakings and the Company other than transactions in the ordinary course of UEM's business and these are set out in note 10. As detailed in the Directors' Remuneration Report on pages 50 to 52, the Board received aggregate remuneration of £191,000 (31 March 2025: £198,000) included within 'other expenses' for services as Directors. As at the year end, £nil (31 March 2025: £nil) remained outstanding to the Directors. In addition to their fees, the Directors received dividends totalling £19,000 (31 March 2025: £25,000) during the year under review in respect of their shareholdings in the Company. There were no further transactions with the Board during the year. Transactions with ICM and ICMM are set out in note 4. Mr Jillings and Ms Broers received dividends, respectively, totalling £57,000 (31 March 2025: £49,000) and £1,000 (31 March 2025: £1,000) and UK Limited received dividends totalling £880,000 (31 March 2025: £830,000). # **25. Going concern** The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The Board's going concern assessment has focused on the forecast liquidity of the Company for at least twelve months from the date of approval of the financial statements. This analysis assumes that the Company would, if necessary, be able to meet its short term obligations through the sale of listed and liquid securities, which represented 98.5% of the Company's total portfolio as at 31 March 2026. As part of this assessment the Board has considered a severe but plausible downside that reflects the impact of the Company's key risks and an assessment of the Company's ability to meet its liabilities as they fall due assuming a significant reduction in asset values and accompanying currency volatility. The Directors believe that the Company will have sufficient funds to continue to have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future, and will have the right to invest in the future. # **26. Financial risk management** The Company's investment policy is to provide long term total return by the Company's financial statements and related sectors, mainly in emerging markets. The Company seeks to provide a diversified portfolio of both listed and unlisted companies. Derivative instruments are underlying portfolio of investments. The Company has the power to take into account investment policy; the Company is exposed to financial risks which could be held at the cost of the company's net assets and the profits available for distribution by way of dividend. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. # **(a) Market risks** The fair value of equity and other financial securities held in the Company's market is 100%. Prices are themselves affected by movements in currencies and interest rates. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. The Company's net assets are not subject to currency movements, interest rate changes and security price movements. # **Currency exposure** The principal currencies to which the Company was exposed during the year are: Dollar, Indian Rupee, Philippine Peso and Vietnamese Dong. The exchange rate is the average rates during the year, were as follows: | BRL | Brazilian Real | | --- | --- | | CLP | Chilean Peso | | EUR | Euro | | HKD | Hong Kong Dollar | | INR | Indian Rupee | | PHP | Philippine Peso | | VND | Vietnamese Dong | 78 | Utilico Emerging Markets Trust plc --- ## Notes to the Accounts (continued) The Company's assets and liabilities as at 31 March shown at fair value, by currency based on the country of primary exposure, are shown below: | | BRL £'000s | CLP £'000s | EUR £'000s | HKD £'000s | INR £'000s | PHP £'000s | Other £'000s | Total £'000s | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2026 | | | | | | | | | | Current assets | 2,180 | - | - | - | 62 | 1,503 | 1,149 | 4,894 | | Creditors | - | - | - | - | (46) | - | - | (46) | | Foreign currency exposure on net monetary items | 2,180 | - | - | - | 16 | 1,503 | 1,149 | 4,848 | | Investments | 146,476 | 35,824 | 37,484 | 49,160 | 43,485 | 63,629 | 168,914 | 544,972 | | **Total net foreign currency exposure** | **148,656** | **35,824** | **37,484** | **49,160** | **43,501** | **65,132** | **170,063** | **549,820** | | **Percentage of net exposures** | **27.0** | **6.5** | **6.8** | **9.0** | **7.9** | **11.9** | **30.9** | **100.0** | | 2025 | | | | | | | | | | Current assets | - | - | 66 | 87 | 1,609 | 75 | 1,991 | 3,828 | | Creditors | - | (12,553) | - | (665) | - | - | - | (13,218) | | Foreign currency exposure on net monetary items | - | (12,553) | 66 | (578) | 1,609 | 75 | 1,991 | (9,390) | | Investments | 97,304 | 44,257 | 48,699 | 29,038 | 46,719 | 31,012 | 158,166 | 455,195 | | **Total net foreign currency 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** | 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% (2025: 10%) would have had the following approximate effect on annualised income after tax and on NAV per share: | | BRL £'000s | CLP £'000s | EUR £'000s | HKD £'000s | INR £'000s | PHP £'000s | BRL £'000s | EUR £'000s | HKD £'000s | INR £'000s | PHP £'000s | Other £'000s | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Statement of Comprehensive Income return after tax | | | | | | | | | | | | | | Revenue return | 781 | 124 | 160 | 162 | 317 | 269 | 451 | - | 131 | 307 | 239 | 77 | | Capital return | 16,275 | 3,980 | 4,165 | 5,462 | 4,832 | 7,070 | 10,812 | 4,917 | 5,411 | 3,226 | 5,191 | 3,446 | | **Total return** | **17,056** | **4,104** | **4,325** | **5,624** | **5,149** | **7,339** | **11,263** | **4,917** | **5,542** | **3,533** | **5,430** | **3,523** | | NAV per share | | | | | | | | | | | | | | Basic – pence | 9.42 | 2.27 | 2.39 | 3.11 | 2.84 | 4.05 | 5.99 | 2.61 | 2.95 | 1.88 | 2.89 | 1.87 | | | BRL £'000s | CLP £'000s | EUR £'000s | HKD £'000s | INR £'000s | PHP £'000s | BRL £'000s | EUR £'000s | HKD £'000s | INR £'000s | PHP £'000s | Other £'000s | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Statement of Comprehensive Income return after tax | | | | | | | | | | | | | | Revenue return | (781) | (124) | (160) | (162) | (317) | (269) | (451) | - | (131) | (307) | (239) | (77) | | Capital return | (16,275) | (3,980) | (4,165) | (5,462) | (4,832) | (7,070) | (10,812) | (4,917) | (5,411) | (3,226) | (5,191) | (3,446) | | **Total return** | **(17,056)** | **(4,104)** | **(4,325)** | **(5,624)** | **(5,149)** | **(7,339)** | **(11,263)** | **(4,917)** | **(5,542)** | **(3,533)** | **(5,430)** | **(3,523)** | | NAV per share | | | | | | | | | | | | | | Basic – pence | (9.42) | (2.27) | (2.39) | (3.11) | (2.84) | (4.05) | (5.99) | (2.61) | (2.95) | (1.88) | (2.89) | (1.87) | 80 | Utilico Emerging Markets Trust plc ### Interest rate exposure | | Within one year £'000s | More than one year £'000s | | --- | --- | --- | | Exposure to floating rates | | | | Cash | 14,058 | - | | Loans | (21,790) | - | | | (7,732) | - | Exposures vary throughout the year as a consequence of changes in the investment and risk management processes. Interest received on current market rates. The Company's total returns and net assets are sensitive to the financial assets and liabilities held and the interest rates per share relative decrease or increase in market interest rates by 2% (2025: 2%). The income statement revenue and capital returns after tax and on the NAV per share are shown in the table. | | 2% | | --- | --- | | Revenue return | - | | Capital return | - | | **Net assets** | **-** | ### Other market risk exposures --- ## Notes to the Accounts (continued) | 2024 | Three months or less £'000 | More than three months but less than one year £'000 | More than one year £'000 | Total £'000 | | --- | --- | --- | --- | --- | | **Creditors:** | | | | | | Bank loans and interest | 77 | 21,790 | – | 21,867 | | Other payables | 850 | – | – | 850 | | | **927** | **21,790** | **–** | **22,717** | | 2025 | Three months or less £'000 | More than three months but less than one year £'000 | More than one year £'000 | Total £'000 | | **Creditors:** | | | | | | Bank loans and interest | 76 | 18,374 | – | 18,450 | | Other payables | 806 | – | – | 806 | | | **882** | **18,374** | **–** | **19,256** | ### (c) Credit risk and counterparty exposure The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for securities which the Company has delivered. The Board approves all counterparties used by the Company in such transactions, which must be settled on the basis of delivery against payment (except where local market conditions do not permit). Broker counterparties are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant regulatory body. The rate of default in the past has been negligible. Cash and deposits are held with reputable banks with high quality external credit ratings. The Company has an on-going contract with its custodians for the provision of custody services. The contracts are reviewed regularly. Details of securities held in custody on behalf of the Company are received and reconciled monthly. To the extent that the Investment Managers and WTM carry out duties (or cause similar duties to be carried out by third parties) on the Company's behalf, the Company is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings with the Investment Managers. None of the Company's financial assets is past due or impaired. ### (d) Fair value of financial assets and financial liabilities The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the Statement of Financial Position at fair value, or at a reasonable approximation thereof. Borrowings under the loan facility did not have a value materially different from their capital repayment amounts. Borrowings in foreign currencies were converted into Sterling at exchange rates ruling at each valuation date. Unquoted investments are valued based on professional assumptions and advice that is not wholly supported by prices from current market transactions or by observable market data. The Directors make use of recognised valuation techniques and may take account of recent arms' length transactions in the same or similar investments. The Directors regularly review the principles applied by the Investment Managers to those valuations to ensure they comply with the Company's accounting policies and with fair value principles. ### Level 3 financial instruments Valuation methodology The objective of using valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The Company uses proprietary valuation models, which are compliant with IPEV guidelines and IFRS 13 and which are usually developed from recognised valuation techniques. Some or all of the significant inputs into these models may not be observable in the market and are derived from market prices or rates or are estimated based on assumptions. Valuation models that employ significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair value. Management judgement and estimation are usually required for the determination of expected future cash flows of the financial instrument before default and prepayments, peer group multiple and selection of appropriate Fair value estimates obtained from such models are adjusted for any other projected financial data, entity specific strengths and weaknesses, or more than that a third party market participant would take them into account in price The Directors have satisfied themselves as to the methodology used, the valuations. The level 3 assets comprise of a number of unfolded investments assessed based on its industry, location and business cycle. The valuation or peer group multiple as appropriate. Where applicable, the Directors have valuations. A discount has been applied, where appropriate, to reflect both ### Sensitivity of level 3 financial investments measured at fair value to Level 3 inputs are sensitive to assumptions made when ascertaining fair value are appropriate, the use of different methodologies or assumptions sensitivities shown in the table below give an indication of the effect of ap in assessing the level of reasonably possible outcomes consideration was level of volatility in equity markets during the year, principally reflecting the tightening energy supplies, and the Ukraine and Middle East conflicts. The to their relevant sectors and this has been reflected in the level of sensitivity The following table shows the sensitivity of the fair value of level 3 financial ### As at 31 March 2026 | Investment | Investment type | Valuation methodology | Weight | | --- | --- | --- | --- | | EBP | Equity | Fair value of net assets | Median | | UEM (HK) Limited | Loan | NAV | Low | | Other investment | Equity | Peer multiples | Median | | Other investment | Loan | Discounted cash flows | Median | | **Total** | | | | ### As at 31 March 2025 | Investment | Investment type | Valuation methodology | Weight | | --- | --- | --- | --- | | Petalite | Equity | Last funding round | Median | | UEM (HK) Limited | Loan | NAV | Low | | EBP | Equity | Fair value of net assets | Median | | Other investments | Equity | Various | Median | | Other investments | Loan | Discounted cash flows | Median | | **Total** | | | | 82 | Utilico Emerging Markets Trust plc --- ## Notes to the Accounts (continued) ### (e) Capital Risk Management The investment policy of the Company is stated as being to provide long term total return through a flexible investment policy that permits it to make investments predominantly in infrastructure, utility and related sectors, mainly in emerging markets. The capital of the Company comprises ordinary share capital and reserves equivalent to the net assets of the Company. In pursuing the long term investment policy, the Board has a responsibility for ensuring the Company's ability to continue as a going concern. It must therefore maintain an optimal capital structure through varying market conditions. This involves the ability to issue and buyback share capital within limits set by the shareholders in general meeting, borrow monies in the short and long term (up to a limit of 25% of gross assets); and pay dividends to shareholders out of reserves. Changes to ordinary share capital are set out in note 16. Dividend payments are set out in note 9. Loans are set out in note 13. ### 27. Fair Value Hierarchy IFRS 13 'Financial Instruments: Disclosures' require an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels: Level 1 reflects financial instruments quoted in an active market. Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets. 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: | As at 31 March 2026 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Investments | 521,339 | 23,090 | 8,223 | 552,652 | During the year two holdings with a value of £19.2m were transferred from level 1 to level 2 due to the investees company shares trading irregularly in the year and one holding with a value of £5.9m was transferred from level 2 to level 1 due to the investee company shares resuming regular trading. The book cost and fair value were transferred using the 31 March 2025 balances. | As at 31 March 2025 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Investments | 472,111 | 9,663 | 13,380 | 495,154 | During the year three holdings with a value of £5.9m were transferred from level 1 to level 2 due to the investee companies shares trading irregularly in the year. The book costs and fair values were transferred using the 31 March 2024 balances. A reconciliation of fair value measurements in level 3 is set out in the following table: Balance brought forward Purchases Sales Losses on investments sold in the year Losses on investments held at end of year **Balance as at 31 March** **Analysed as at 31 March** Cost of investments Losses on investments **Valuation** 84 | Utilico Emerging Markets Trust plc --- ## Other Financial Information (Unaudited) ### Alternative Investment Fund Managers Directive ("AIFMD") In accordance with the AIFMD, information in relation to the Company's leverage and the remuneration of the Company's AIFM, 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: | Average exposure | 2026 | | 2025 | | | --- | --- | --- | --- | --- | | | Gross capital | Commitment capital | Gross capital | Commitment capital | | Maximum permitted limit | 300% | 300% | 308% | 308% | | Actual | 103% | 103% | 104% | 104% | 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 2026 and 31 March 2025, 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 0BW, is the purpose of considering and, if thought fit, passing the following resolutions 1 to 12, as ordinary resolutions and, in the case of resolution 1 to 12, as ordinary resolutions and, in the case of resolution 1 to 12. ### Ordinary Resolutions 1. To receive and adopt the report of the Directors of the Company, 31 March 2026, together with the report of the auditor thereof. 2. To approve the Directors' Remuneration Policy. 3. That, for the purposes of and in accordance with Article 100 of the Directors for their services as Directors of the Company shall be entitled to pay for the year ended December 31, 2026. 4. To approve the Directors' Remuneration Report for the year ended December 31, 2025. 5. To approve the Company's dividend policy to pay four interim amounts of the Company. 6. To re-elect Mr Mark Bridgeman as a Director. 7. To re-elect Ms Isabel Liu as a Director. 8. To re-elect Mr Eric Stobart as a Director. 9. To re-elect Ms Nadya Wells as a Director. 10. To re-appoint BDO LLP as auditor to the Company to hold off the Company's Annual General Meeting of the Company. 11. To authorise the Directors to determine the auditor's remuneration policy. 12. That, in substitution for all existing authorities, the Directors of the Company, unconditionally authorised pursuant to section 551 of the Company's Allot of the Company to allot shares in the Company and to grant rights to allot shares in the Company ("Securities") up to an aggregate nominal amount of the aggregate nominal amount of the issued share capital (including the date of this Notice) provided that this authority shall expire at the date of the Company to be held in 2027 but so that the Company may be held in the agreement which would or might require Securities to be allotted to the Company as if the authority hereby conferred had not expired. ### Special Resolutions 13. That, in substitution for all existing authorities and subject to the Company be and are hereby empowered pursuant to section 551 of the Company's Allot equity securities (as defined in section 560 of the Act) pursuant to the Company to sell equity securities held by the Company as treasury shares in the Company (section 561(1) of the Act did not apply to any such allotments of equity securities as follows: (a) shall expire at the conclusion of the next Annual General Meeting, and that the Company may at any time before such expiry may be in the event of any such expiry securities to be allotted or sold after such expiry a share capital or sell equity securities in pursuance of such offers or agreements; (b) shall be limited to the allotment of equity securities and/or the amount of equity securities up to an aggregate nominal amount of £173,000 (represented as the amount of the issued share capital, excluding treasury shares in the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of the Company's Allot of 86 | Utilico Emerging Markets Trust plc --- ## 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. 14. 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 25,900,000 (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 2027 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 18 June 2026 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 11 September 2026. 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 voting www.investorcentre.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 11 September 2026. To appoint more than one proxy, an additional proxy for m(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) 10. If the Chairman, as a result of proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3% or more of the voting rights in the Company, who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and Financial Conduct Authority. Any such person holding 3% or more of the voting rights in the Company who appoints a person other than the Chairman as his proxy will need to ensure that both he and such person complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules. 11. Any questions relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting. A shareholder may alternatively submit a question in advance by a letter addressed to the Company Secretary at the Company's registered office. Under section 319A of the Companies Act 2006, the Company must answer any question a shareholder asks relating to the business being dealt with at the meeting, unless (i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 12. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares. 13. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting, or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. 14. As at 17 June 2006 (being the last practicable date prior to the publication of this Notice of Annual General Meeting), the Company's issued share capital consisted of 173,101,391 ordinary shares of 1p each, excluding shares held in treasury. Each ordinary share carries the right to one vote and therefore the total voting rights in the Company as at the date of this Notice are 173,101,391. 15. Further information regarding the meeting which the Company is required by section 311A of the Companies Act 2006 to publish on a website in advance of the meeting, can be accessed at www.ueimrust.co.uk. 16. No service contracts exist between the Company and any of the Directors, who hold office in accordance with letters of appointment and the Articles of Association. 17. Copies of the letters of the appointment and deeds of indemnity between the Company and the Directors, a copy of the Articles of Association of the Company and the register of the Directors' holdings will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturday), Sunday and Bank (holidays excluded) until the date of the meeting and also on the date of the meeting from 15 minutes prior to commencement of the meeting until the conclusion thereof. 18. Under sections 338 and 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, (ii) members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (iii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless: (a) (in the case of a resolution only), it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, and must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 3 August 2006 (being the date six clear weeks before the meeting) and, in the case of a matter to be included in the business only, must be accompanied by a statement setting out the grounds for the request. 19. Any electronic address provided either in this Notice or in any related documents (including the form of proxy) may not be used to communicate with the Company for any purpose other than those expressly stated. ## Company Information ### Directors Mark Bridgeman (Chairman) Isabel Liu Eric Stobart, FCA Nadya Wells ### Registered Office The Cottage Ridge Court The Ridge Epsom Surrey KT18 7EP Company Registration Number: 11102129 Legal Entity Identifier: 2138005TJMCWR2394O39 ### AIFM, Joint Portfolio Manager and Company Secretary ICM Investment Management Limited PO Box 208 Epsom Surrey KT18 7YF Telephone +44 (0)1372 271486 Authorised and regulated in the UK by the Financial Conduct Authority ### Joint Portfolio Manager ICM Limited 34 Bermudiana Road Hamilton HM 11 Bermuda ### Administrator and custodian JPMorgan Chase Bank N.A. – London Branch 25 Bank Street Canary Wharf London E14 5JP Authorised and regulated in the UK by the Financial Conduct Authority ### Depositary Services Provider JPMorgan Europe Limited 25 Bank Street Canary Wharf London E14 5JP Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority 90 | Utilico Emerging Markets Trust plc ![img-39.jpeg](img-39.jpeg) --- # Alternative Performance Measures The European Securities and Markets Authority defines an Alternative Performance Measure as being a financial measure of historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. The Company uses the following Alternative Performance Measures: **Discount/Premium** – if the share price is lower than the NAV per share, the shares are trading at a discount. Shares trading at a price above NAV per share are said to be at a premium. As at 31 March 2026 the share price was 271.00p (2025: 216.00p) and the NAV per share was 313.54p (2025: 257.28p), the discount was therefore 13.6% (2025: 16.0%). **Gearing** – represents the ratio of the borrowings less cash of the Company to its net assets. | Year to 31 March | Year | 2026 £ (000s) | 2025 £ (000s) | | --- | --- | --- | --- | | Bank loans | 66 | 21,790 | 17,559 | | Cash | 66 | (14,058) | (3,933) | | Total debt | | 7,732 | 13,620 | | Equity holders' funds | 66 | 550,905 | 479,822 | | Gearing (%) | | 1.4 | 2.8 | **NAV/share price total return** – the return to shareholders calculated on a per share basis by adding dividends paid in the year to the increase or decrease in the NAV or share price in the year. The dividends are assumed to have been re-invested in the form of net assets or shares, respectively, on the date on which the dividends were paid. | Year to 31 March 2026 | Dividend rate (pence) | NAV (pence) | Share price (pence) | | --- | --- | --- | --- | | 31 March 2025 | n/a | 257.28 | 216.00 | | 27 June 2025 | 2.325 | 274.89 | 242.00 | | 26 September 2025 | 2.420 | 283.41 | 252.00 | | 23 December 2025 | 2.420 | 296.44 | 267.00 | | 27 March 2026 | 2.420 | 307.36 | 270.00 | | 31 March 2026 | n/a | 313.54 | 271.00 | | Total return (%) | | 25.9 | 30.2 | | Year to 31 March 2025 | Dividend rate (pence) | NAV (pence) | Share price (pence) | | --- | --- | --- | --- | | 31 March 2024 | n/a | 274.01 | 221.00 | | 28 June 2024 | 2.150 | 271.53 | 221.00 | | 27 September 2024 | 2.150 | 265.68 | 220.00 | | 19 December 2024 | 2.325 | 255.84 | 209.00 | | 28 March 2025 | 2.325 | 258.18 | 216.00 | | 31 March 2025 | n/a | 257.28 | 216.00 | | Total return (%) | | (2.9) | 1.8 | **NAV/share price total return since inception** – the return to shareholders by adding dividends paid and adjusting for the exercise of warrants and/or decrease in the NAV/share price since inception. The dividends paid of net assets on the date on which the dividends were paid. The subscription shares is made on the date the warrants and subs | Total return since inception | NAV 31 March 2026 | | --- | --- | | NAV/share price 20 July 2005 (pence) | 98.36 | | Total dividend, warrants and subscription shares adjustment factor | 2.08363 | | NAV/share price at year end (pence) | 313.54 | | Adjusted NAV/share price at year end (pence) | 653.30 | | Total return (%) | 564.2 | 1 Date of admission to trading on the Alternative Investment Market of UEM Limited **Annual compound NAV total return since inception** – the average value of the same basis as NAV total return, since inception. | Annual compound | | --- | | Annual compound NAV total return since inception (%) | **Ongoing charges** – all operating costs expected to be regularly borne within underlying investee funds, expressed as a property. Company (valued in accordance with its accounting policies) owes selling investments are excluded, as are interest costs, taxation and issuing shares. | Ongoing charges calculation (excluding and including performance fees) | | --- | | Management and administration fees | | Other expenses | | Total expenses for ongoing charges calculation | | Average net asset values of the Company | | Ongoing Charges (%) | **Gross assets** – the value of the Group's assets less liabilities ex | Investments | | --- | | Current assets | | Current liabilities - Other payables | | Non-current liabilities - Provision for capital gains tax | | Gross assets | 92 | Utilico Emerging Markets Trust plc --- Alternative Performance Measures (continued) **Revenue yield** = represents the ratio of total income in the year over the closing portfolio value. | | Page | 31 March 2026 £'000s | 31 March 2025 £'000s | | --- | --- | --- | --- | | Income | 64 | 30,683 | 23,848 | | Investments | 66 | 552,652 | 495,154 | | Revenue yield (%) | | 5.6 | 4.8 | **Dividend yield** = represents the ratio of dividends per ordinary share over closing ordinary share price. | | Page | 31 March 2026 £'000s | 31 March 2025 £'000s | | --- | --- | --- | --- | | Dividends per ordinary share | 5 | 9.585 | 9.125 | | Ordinary share price | 5 | 271.00 | 216.00 | | Dividend yield (%) | | 3.5 | 4.2 | Historical Performance | as at 31 March | 2026 | 2025 | 2024 | 2023 | | --- | --- | --- | --- | --- | | NAV total return per ordinary share^{1} (annual) (%) | 25.9 | (2.9) | 12.8 | 2.1 | | Share price total return per ordinary share^{2} (annual) (%) | 30.2 | 1.8 | 5.8 | 0.8 | | Annual compound NAV total return^{3} (since inception) (%) | 9.6 | 8.8 | 9.5 | 9.3 | | Undiluted NAV per ordinary share^{4} (pence) | 313.54 | 257.28 | 274.01 | 250.91 | | Diluted NAV per ordinary share (pence) | 313.54^{5} | 257.28^{5} | 274.01^{5} | 250.91^{5} | | Ordinary share price (pence) | 271.00 | 216.00 | 221.00 | 217.00 | | Discount^{5} (%) | (13.6) | (16.0) | (19.3) | (13.5) | | **Earnings per ordinary share (basic)** | | | | | | - Capital (pence) | 50.41 | (18.81) | 20.48 | (6.61) | | - Revenue (pence) | 13.57 | 9.95 | 8.83 | 9.40 | | Total (pence) | 63.98 | (8.86) | 29.31 | 2.79 | | Dividends per ordinary share (pence) | 9.585 | 9.125 | 8.600 | 8.450 | | Gross assets^{6} (£m) | 572.7 | 497.4 | 522.9 | 542.5 | | Equity holders' funds (£m) | 550.9 | 479.8 | 522.9 | 507.4 | | Ordinary shares bought back (£m) | 27.6 | 9.6 | 25.4 | 27.2 | | Net cash (overdraft) (£m) | 14.1 | 3.9 | 5.8 | (1.0) | | Bank loans (£m) | (21.8) | (17.5) | - | (35.1) | | Net debt/cash (£m) | (7.7) | (13.6) | 5.8 | (36.1) | | Net (rearing)/cash on net assets (%) | (1.4) | (2.8) | 1.1 | (7.1) | | **Management and administration fees and other expenses** | | | | | | - excluding performance fee^{7} (£m) | 7.5 | 7.4 | 7.7 | 7.4 | | - including performance fee^{8} (£m) | 7.5 | 7.4 | 7.7 | 7.4 | | **Ongoing charges figure^{9}** | | | | | | - excluding performance fee^{9} (%) | 1.4 | 1.5 | 1.5 | 1.4 | | - including performance fee^{9} (%) | 1.4 | 1.5 | 1.5 | 1.4 | $^{1}$ 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 period 94 | Utilico Emerging Markets Trust plc --- ## Emerging Cities | Emerging Wealth | Emerging Opportunities ![img-40.jpeg](img-40.jpeg) ![img-41.jpeg](img-41.jpeg) ![img-42.jpeg](img-42.jpeg) ![img-43.jpeg](img-43.jpeg) ### UK Contact PO Box 208 Epsom Surrey KT18 7YF Telephone: +44 (0)1372 271486 www.uemtrust.co.uk UTILICO Emerging Markets Trust plc