2024

Report and Accounts

Emerging Cities | Emerging Wealth | Emerging Opportunities

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 investment

objective is to provide long term total return

through a flexible investment policy that permits

UEM to make investments predominantly in

infrastructure, utility and related sectors, primarily

in emerging markets.

Rumo S.A. (Brazil)

Report and Accounts for the Year to 31 March 2024

Why Utilico Emerging Markets Trust plc?

Unique Exposure

UEM offers a diverse portfolio of high conviction, bottom-

up investments in infrastructure and utilities, providing

unique exposure to megatrends in emerging markets

(“EM”).

Real Assets Driving Compelling Returns

UEM's portfolio of primarily listed operational

infrastructure assets typically offers attractive growth

and yields at a compelling valuation. As a result of

long term cash flows, which are often underpinned

by established regulatory frameworks, the portfolio

provides predictable, sustainable and growing income.

Experienced Management

Since UEM’s inception in 2005, the portfolio has been

managed by a dedicated, active investment team with

a long track record of investing successfully in this

highly specialised asset class.

Strong Performance

As at 31 March 2024, UEM has delivered a 9.5%

annualised NAV total return over 18 years; it has

outperformed the MSCI Emerging Markets total return

Index over the last one, three, five and ten years, and

since inception; and has a 3.9% dividend yield.

Utilico Emerging Markets Trust plc is a UK listed

fund uniquely focused on infrastructure and

utilities in emerging markets, where structural

growth drivers are accelerated by global

infrastructure megatrends.

Utilico Emerging Markets Trust plc

Contents

Financial Calendar

Year End

31 March

Annual General Meeting

17 September 2024

Half Year

30 September

Dividends Payable

March, June, September

and December

The business of Utilico Emerging

Markets Trust plc ("UEM" or

the "Company") 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 (“ICMIM”)

and ICM Limited (“ICM”),

together referred to as the

“Investment Managers”.

Performance

3 Current Year Performance

4 UEM Company Overview

5 Performance Summary

6 Chairman’s Statement

9 Geographical Investment Exposure

12 Top Thirty Companies

14 Performance Since Inception (20 July 2005)

15 Ten Year Performance

Strategic Report And Investments

18 Investment Managers’ Report

23 Our Investment Approach

25 ESG Spotlight

26 Largest Holdings Overview

32 Strategic Report

41 Investment Managers and Team

Governance

43 Directors

44 Directors’ Report

50 Corporate Governance Statement

56 Directors’ Remuneration Report

59 Audit & Risk Committee Report

62 Directors’ Statement of Responsibilities

Financial Statements

63 Independent Auditor’s Report

69 Accounts

73 Notes to the Accounts

Additional Information

92 Notice of Annual General Meeting

96 Company Information

97 Alternative Performance Measures

99 Historical Performance

International Container Terminal Services, Inc.

(The Philippines)

Report and Accounts for the Year to 31 March 2024

Current Year Performance

Total Return Comparative Performance

(Pence)

from 31 March 2023 to 31 March 2024

Source: ICM and Bloomberg

Share price total return per shareNAV total return per share

Mar 24Feb 24Jan 24Dec 23Nov 23Oct 23Sep 23Aug 23Jul 23Jun 23May 23Apr 23Mar 23

100

105

110

115

MSCI Emerging Markets total return Index (GBP adjusted)

Rebased to 100 as at 31 March 2023

Dividends of 8.60p

Per Share

 1.8%

(2023:  5.6%)

Dividends Paid

£16.9m

(2023: £17.2m)

Invested

£80.2m

(2023: £108.9m)

Realised

£155.5m

(2023: £126.6m)

Net Asset Value ("NAV")

Total Return Per Share *

12.8%

(2023: 2.1%)

Share Price Total

Return Per Share*

5.8%

(2023: 0.8%)

NAV of 274.01p

Per Share

 9.2%

(2023:  1.3%)

Share Price

of 221.00p

 1.8%

(2023:  3.1%)

11.4m Shares

Bought Back

£25.4m

(2023: £27.2m)

Total Revenue

Return Income

£23.1m

(2023: £24.3m)

Ongoing Charges*

1.5%

(2023: 1.4%)

Net Cash

£5.8m

(2023: Net Debt £36.1m)

* See Alternative Performance Measures on pages 97 and 98

Utilico Emerging Markets Trust plc

UEM Company Overview

UEM was founded in 2005 when Charles Jillings

recognised that there was significant interest

specifically in infrastructure and utilities assets in

emerging markets following investor presentations

some 20 years ago for Utilico Investment Trust plc,

now UIL Limited, which held a number of these

investments.

UEM is a UK listed closed-ended investment trust. It

is uniquely focused on investing in infrastructure and

utilities assets in emerging markets where structural

growth drivers are accelerated by global infrastructure

megatrends, helping to deliver attractive long term

total returns. UEM is a differentiated, benchmark

agnostic investment trust that has underlying

exposure primarily to listed operational infrastructure

assets, that typically offer attractive growth and yields

at currently compelling valuations. These real assets

often are underpinned by established regulatory

frameworks that provide predictable, sustainable

and growing income managed by experienced

management teams.

The structural growth drivers within emerging markets

of positive demographics, increase in urbanisation,

rising middle class and strong GDP growth, underpin

the investment opportunities that UEM is currently

witnessing. These drivers are being further accelerated

by global infrastructure megatrends of energy growth

and transition, social infra, digital infra and global

trade, which are contributing to UEM’s investment

objective of providing long term total returns and

driving UEM’s outperformance of the MSCI EM Index

over the last one, three and five years and since

inception.

UEM’s diversified portfolio currently has around 70

stocks, derived from UEM’s bottom-up investment

approach incorporating ESG considerations. UEM

holds an award winning record of outperformance, it

is included in Interactive Investor’s “Super 60” range of

funds and is Morningstar “5 star” rated.

Centrais Eletricas Brasileiras S.A. (Brazil)

3 year rating out of 2,924

Global Emerging Market Equity

funds as of 31 March 2024

Report and Accounts for the Year to 31 March 2024

Performance Summary

31 March

2024

31 March

2023

% change

2024/23

NAV total return per share

(annual) (%) 12.8 2.1 n/a

Share price total return per share

(annual) (%) 5.8 0.8 n/a

Annual compound NAV total return

(since inception - 20 July 2005

) (%) 9.5 9.3 n/a

NAV per share (pence) 274.01 250.91 9.2

Share price (pence) 221.00 217.00 1.8

Discount

(%) (19.3) (13.5) n/a

Earnings per share (basic)

- Capital (pence) 20.48 (6.61) 409.8

- Revenue (pence) 8.83 9.40 (6.1)

Total (pence) 29.31 2.79 950.5

Dividends per share

- 1st quarter (pence) 2.15 2.00 7.5

- 2nd quarter (pence) 2.15 2.15 0.0

- 3rd quarter (pence) 2.15 2.15 0.0

- 4th quarter (pence) 2.15

2.15 0.0

Total (pence) 8.60 8.45 1.8

Gross assets

(£m) 522.9 542.5 (3.6)

Equity holders’ funds (£m) 522.9 507.4 3.1

Shares bought back (£m) 25.4 27.2 (6.6)

Net cash/(overdraft) (£m) 5.8 (1.0) 680.0

Bank loans (£m) – (35.1) 100.0

Net cash/(debt) (£m) 5.8 (36.1) 116.1

Net cash/(gearing)

(%) 1.1 (7.1) n/a

Management and administration fees and other expenses (£m) 7.7 7.4 4.1

Ongoing charges figure

(%) 1.5 1.4 n/a

1 See Alternative Performance Measures on pages 97 and 98

2 All performance data relating to periods prior to 3 April 2018 are in respect of Utilico Emerging Markets Limited (“UEM Limited”), UEM's predecessor

3 The fourth quarterly dividend has not been included as a liability in the accounts

Utilico Emerging Markets Trust plc

JOHN RENNOCKS

Chairman

UEM delivered a strong

performance with a positive

NAV total return of 12.8% for

the year to 31 March 2024. This

was once again significantly

ahead of the MSCI Emerging

Markets total return Index

which was up 5.8% over the

same period.

The year to 31 March 2024

has again been challenging.

The eruption of the war in Israel and Gaza has been

devastating for those involved and adds to the rising

geopolitical frictions from the war in Ukraine through

to the US-China tensions. Volatility in most markets

remains elevated as uncertainty has dominated, with

inflation and sharply higher central bank interest rates

adding to the challenges on climate change and natural

disasters.

UEM measures its performance on a total return basis

over the long term and the Investment Managers are

seeking long term outperformance. Despite difficult

markets, over one, three, five and ten years and since

inception, UEM has outperformed the MSCI EM Index

and the long term annual compound NAV total return

since inception to 31 March 2024 of 9.5% exceeded the

MSCI EM total return Index of 7.5%.

Global Economy

There remain numerous challenges faced by the

markets, each of which is difficult in its own right. We

have historically highlighted a number of these, and

they largely remain unresolved as we continue to see

a significant rise in nationalism, wealth inequality and

global migration.

Last year we witnessed the sharply higher inflationary

environment and the response by the central banks to

increase interest rates to bring inflation under control.

The year to 31 March 2024 has seen inflation fall and

the surprising part has been the continued strength of

the economies, especially in the United States, despite

higher interest rates. This is evidenced by resilience in

the labour market which, in most western countries,

unemployment levels are at record lows. This is good

for workers but ultimately negative for the inflation

outlook, as wage demands continue to keep inflation

elevated.

Equity markets have broadly moved to the upside

as they anticipate central banks' rate cuts, although

the higher for longer interest rate expectation has

surprised many economic commentators.

Emerging Markets

Most EM stock markets recovered strongly this year,

reversing last year’s weakness and reflecting global

Chairman’s Statement

Source: ICM and Bloomberg

Energy

Information

technology

Utilities

UEM NAV total

return per share

Financials Industrials Healthcare Consumer

staples

Consumer

discretionary

Materials Communication

services

33.1%

24.0%

15.4%

12.8%

12.6%

2.3%

(3.1)%

(4.7)%

(7.3)%

(7.4)%

(13.4)%

MSCI EM Sector Index total returns (GBP adjusted)

from 31 March 2023 to 31 March 2024

Report and Accounts for the Year to 31 March 2024

expectations of lower interest rates. Brazil’s Bovespa

Index was up 25.7%, the Indian Sensex up 24.9% and

the Philippine PSEI Index up 6.2%. The two outliers

were Hong Kong's Hang Seng Index which was down

18.9% and China's Shanghai Composite Index down

7.1%.

In comparison, all currencies in the portfolio were

down against Sterling except for the Mexican Peso

which was up 6.3% over the year to 31 March 2024.

The high interest rates and improved outlook for

Sterling has seen it recover strongly over the year,

reversing last year’s Sterling weakness. Of note was the

weak Chilean Peso, down 21.1% against Sterling.

Most commodities have moved lower during the

period under review as supply chains have adjusted,

with wheat down by 19.1%, soybean down by 20.9%

and copper down by 2.1% while Brent crude oil

increased by 9.7%, driven by a number of factors from

stronger economies and geopolitical pressures.

Unlisted Investments (Level 3 Investments)

UEM has, over the years, invested in unlisted

businesses at a modest level. As at 31 March 2023

the value of the unlisted portfolio had risen to 10.8%

of the total portfolio, which was driven primarily by

the revaluation of Petalite Limited ("Petalite"). In the

year to 31 March 2024 the carrying value of Petalite

was reduced by 70.0% reflecting the challenges in

the electric vehicle ("EV") space which resulted in a

number of listed EV companies' share prices marked

down significantly. This reduction, together with some

realisations, saw the unlisted investments reduce in

value and as a percentage of the total portfolio. As at

31 March 2024 the unlisted investments represented

4.5% of the total portfolio.

Revenue Earnings and Dividend

While UEM’s revenue earnings per share (“EPS”)

decreased by 6.1% to 8.83p as at 31 March 2024,

dividends remain covered by the EPS.

UEM has declared four quarterly dividends of 2.15p

each, totalling 8.60p per share, a 1.8% increase over

the previous year. The retained earnings revenue

reserves increased by £0.5m in the year to £10.1m as at

31 March 2024, equal to 5.29p per share.

Ongoing Charges

Ongoing charges were 1.5% for the year to 31 March

2024 (2023: 1.4%), reflecting increases in marketing

expenditure, audit and custody fees.

Share Buybacks

UEM’s share price discount continued to widen over

the year from 13.5% as at 31 March 2023 to 19.3% as

at 31 March 2024. This remains well above the level

that the Board would wish to see over the medium

term. The Company has therefore continued buying

back shares for cancellation, with 11.4m shares bought

Rebased to 100 as at 31 March 2023

Source: Bloomberg

Hang Seng Index

PSEi - Philippene SE Index

Bucharest Exchange Trading Index

Jun 23 Sep 23 Dec 23 Mar 24

Brazil Ibovespa Index

Mar 23

Sensex Index

Shanghai SE Composite Index

100

110

120

130

140

150

Indices Movements

from 31 March 2023 to 31 March 2024

Utilico Emerging Markets Trust plc

back during the year to 31 March 2024, at an average

price of 223.36p and total cost of £25.4m. The share

buybacks have contributed 1.0% to UEM's total returns

during the year to 31 March 2024.

While the Board is keen to see the discount narrow, any

share buyback remains an independent investment

decision. Historically the Company has bought back

shares if the discount widens in normal market

conditions to over 10.0%. Since inception, UEM has

bought back 86.2m ordinary shares totalling £164.2m.

The buybacks now represent significantly more than

the initial IPO capitalisation of UEM Limited when it

came to market in July 2005.

Board

As reported last year, Susan Hansen stepped down

from the Board following the 2023 Annual General

Meeting (“AGM”) and the Board continues to comprise

four Directors. Having joined the Board in 2015 and

served for a period approaching nine years, I intend

to retire from the Board on 31 December 2024. I

am pleased to report that Mark Bridgeman, who is

currently the Company’s Senior Independent Director,

has agreed to replace me as Chairman with Isabel Liu

taking on the role of Senior Independent Director.

As part of the Company’s succession planning, we

engaged an independent search consultancy to find

a suitably qualified Director to join the Board. After a

thorough selection process, the Board is pleased to

appoint Nadya Wells as a non executive Director with

effect from 1 September 2024. Nadya has over 25

years' experience in emerging markets, having spent

13 years with the Capital Group as a portfolio manager

and prior to that was a portfolio manager at Invesco

Asset Management investing in Eastern Europe.

Outlook

The structural growth and global infrastructure

megatrends in EM continue to drive growth within EM

economies. Our investee companies continue to make

good progress and we remain optimistic that UEM

offers significant value to its shareholders.

John Rennocks

Chairman

14 June 2024

Rebased to 100 as at 31 March 2023

Source: Bloomberg

Hong Kong Dollar

Philippine Peso

Romanian Leu

Jun 23 Sep 23 Dec 23 Mar 24

Brazilian Real

Mar 23

Indian Rupee

Chinese Renminbi

100

105

Currency Movements vs Sterling

from 31 March 2023 to 31 March 2024

Chairman’s Statement (continued)

Report and Accounts for the Year to 31 March 2024

Geographical Investment Exposure

as at 31 March 2024

Source: ICM

Figures in brackets as at 31 March 2023

Mexico

3.2%

(5.4%)

Chile

4.8%

(3.7%)

Brazil

25.8%

(20.9%)

Colombia

2.6%

(2.2%)

Other Europe

10.2%

(5.9%)

China

(including Hong Kong)

11.0%

(15.8%)

South Korea

2.8%

(4.1%)

The Philippines

6.8%

(4.9%)

India

7.7%

(10.7%)

Middle East/

Africa

6.0%

(5.8%)

Other Asia

3.3%

(4.8%)

Vietnam

9.3%

(7.0%)

2.8%

(6.2%)

Poland

3.7%

(2.6%)

Ports and Logistics 20.0% (17.0 %)

Electricity 19.8% (17.4%)

Data Services and Digital

Infrastructure

11.7%

(13.1%)

Water and Waste 9.5% (6.6%)

Renewables 9.4% (12.7%)

Airports 6.2% ( 7.4%)

Telecommunications 5.1% (6.7%)

Road and Rail 4.9% (3.4%)

Gas 4.8% ( 7.5%)

Infrastructure Investment Funds 4.7% (3.7%)

Other 3.9% (4.5%)

Sector Distribution of Total Assets

Utilico Emerging Markets Trust plc

Resilient Portfolio in the Current Macro and

Geopolitical Environment

Digital Infra

Rapid digital adoption

accelerating demand for

digital infrastructure

21.8%

of total

investments

Energy Growth and

Transition

Decarbonisation and

investment in energy to

support strong economic

growth

31.8%

of total

investments

Global Trade

Trade being fuelled by

structural growth drivers,

geopolitical dynamics and

shifting supply chains

21.5%

of total

investments

Social Infra

Urbanisation and rise of

the middle class driving

demand for better social

infrastructure

24.9%

of total

investments

UEM portfolio benefitting from structural growth

drivers accelerated by global infrastructure

megatrends

Inflation Energy Prices

• A number of UEM’s investee

companies have concession

contracts linked to inflation

• Given monopolistic nature or

strong market position of majority

of investments, able to pass

through price increases

Interest Rates

Average net debt / EBITDA within the

portfolio of 1.9x (2023: 2.0x), enabling

companies to cope in a higher rate

environment

Reduced FX risk with the majority of

companies' debt matching income

streams

• Energy generation assets

benefitting from current volatile

fuel prices

• Most of investee companies are

able to pass through fuel price

increases

Geopolitical Tensions

• Increasingly multi-polar world and

the reshaping of the competitive

environment providing new

investment opportunities

• More diverse supply chains

benefitting well located assets in

the portfolio

Report and Accounts for the Year to 31 March 2024

Megatrends Driving Upside in Emerging Markets

Energy

Growth and

Transition

Decarbonisation and investment in energy to support strong economic growth

• Rapid economic development requires significant investment in energy infrastructure.

• Lower or net zero emissions targets to combat climate change require decarbonisation of the

energy matrix.

• Geopolitical concerns driving energy security higher up the agenda look to cut reliance on

imported oil and gas.

• Huge investment in renewables assets and supporting grid infrastructure across EM.

Social Infra

Urbanisation and rise of the middle class driving demand for better social

infrastructure

• Most emerging markets countries lack adequate essential social infrastructure.

• The growth of the middle class is increasing demand for better quality services and

infrastructure.

• Rapid urbanisation is creating a need for huge investments in infrastructure, transportation,

communication and internet services creating exciting opportunities for portfolio companies.

Digital Infra Rapid digital adoption accelerating demand for digital infrastructure

• Advantageous demographics of young EM populations typically are more tech savvy driving

demand for digital infra.

• Affordable information technology drives innovation, knowledge and accountability driving

social benefits and commercial returns.

• A more capable and connected digital infrastructure is empowering companies in emerging

markets to deliver goods and services to a domestic and global customer base.

• New and disruptive applications developed in emerging markets are facilitating new business

models and efficiencies.

Global

Trade

Trade being fuelled by structural growth drivers, geopolitical dynamics and shifting

supply chains

• Emerging market economies offering strong GDP growth increasing their importance in the

share of world trade.

• Supply chain disruptions, geopolitical tensions and increasing export restrictions has led

companies to reconsider their supply chains.

• The increasingly multi-polar world and the reshaping of the competitive environment are

presenting new investment opportunities - new manufacturing hubs are being created as

there has been an increase in “shoring” (onshoring, nearshoring and friendshoring) and the

need to diversify supply chains.

Utilico Emerging Markets Trust plc

Top Thirty Companies

4.9%

International

Container Terminal

Services, Inc.

Global

Trade

Ports and Logistics

Global container

port operator

headquartered in The

Philippines

25,309

Value £’000s

3.9%

Orizon Valorizacao

de Residuos S.A.

Social

Infra

Water and Waste

Waste treatment

operator in Brazil

19,995

Value £’000s

4.0%

Santos Brasil

Participacoes S.A.

Global

Trade

Ports and Logistics

Brazilian port

operator

20,550

Value £’000s

4.7%

Alupar Investimento

S.A.

Energy

Growth and

Transition

Electricity

Brazilian holding

company for

electricity

transmission and

renewable assets

24,200

Value £’000s

3.9%

FPT Corporation

Digital

Infra

Data Services and

Digital Infrastructure

Information

technology and

telecommunications

service company in

Vietnam

20,457

Value £’000s

3.0%

InPost S.A.

Digital

Infra

Ports and Logistics

European logistics

operator

15,435

Value £’000s

2.6%

VinaCapital Vietnam

Opportunity Fund Ltd

Social

Infra

Infrastructure

Investment Funds

Investment company

in Vietnam

13,364

Value £’000s

2.8%

Korean Internet

Neutral Exchange Inc.

Digital

Infra

Data Services and

Digital Infrastructure

South Korean data

centre operator

14,511

Value £’000s

2.9%

Centrais Eletricas

Brasileiras S.A.

Energy

Growth and

Transition

Electricity

Electricity generation

and transmission

company in Brazil

14,797

Value £’000s

2.7%

India Grid Trust

Energy

Growth and

Transition

Electricity

An infrastructure

investment trust

with electricity

transmission and

solar assets in India

14,288

Value £’000s

Note: % of total investments

For more information on the top ten companies, see the holdings review starting on page 27.

Report and Accounts for the Year to 31 March 2024

31 March

2024 Company (Country) Description and Megatrends

Value

£’000s

% of total

investment

11 Serena Energia S.A. (Brazil) Renewable energy

12,595 2.4

12 Umeme Limited (Uganda) Electricity distributor

11,948 2.3

13 Rumo S.A. (Brazil) Rail-based logistics operator

11,495 2.2

14 Petalite Limited (UK) - Unlisted EV charging technology company 10,082 2.0

15 Ocean Wilsons Holdings Limited (Brazil) Port operator and investment

company

10,040 1.9

16 Manila Water Company, Inc (The

Philippines)

Water distributor and sanitation 9,958 1.9

17 KunLun Energy Company Limited (China) Gas transmission and distributor

9,907 1.9

18 Cia de Saneamento Basico do Estado de

Sao Paulo (Brazil)

Water distributor and sanitation 9,769 1.9

19 Citic Telecom International Holdings

Limited (Hong Kong)

Telecommunications provider

9,686 1.9

20 Aguas Andinas S.A. (Chile) Water distributor and sanitation

9,519 1.8

21 JSL S.A. (Brazil) Logistics operator

9,219 1.8

22 Holding Bursatil Regional S.A. (Chile) Stock Exchange 8,787 1.7

23 TTS (Transport Trade Services) S.A.

(Romania)

Freight forwarding company 8,504 1.7

24 Powergrid Infrastructure Investment

Trust (India)

Infrastructure investment trust

8,355 1.6

25 TAV Havalimanlari Holding A.S. (Turkey) Airport operator 7,501 1.5

26 Grupo Traxion S.A.B. de C.V. (Mexico) Logistics operator

7,439 1.4

27 Power Grid Corporation of India Limited

(India)

Electricity distributor

7,371 1.4

28 Shanghai International Airport Co., Ltd

(China)

Airport operator 7,264 1.4

29 China Gas Holdings Limited (China) Gas distributor

7,141 1.4

30 Societe Nationale des

Telecommunications du Senegal (Senegal)

Telecommunications provider 6,981 1.4

Other investments 150,728 29.1

Total portfolio 517,195 100.0

Utilico Emerging Markets Trust plc

Performance Since Inception

(20 July 2005)

NAV Annual Compound

Total Return*

9.5%

NAV Total Return

Per Share*

443.1%

Share Price Total Return

Per Share*

354.7%

Source: ICM and Bloomberg

201920182017201620152014201320122011201020092008200720062005

Share price total return

per share

MSCI Emerging Markets

total return Index

(GBP adjusted)

NAV total return

per share

100

150

200

250

300

350

400

450

500

550

20242020

MSCI Emerging Markets

Utilities total return Index

(GBP adjusted)

2021 2022 2023

Rebased to 100 as at 20 July 2005

1 Adjusted for the exercise of warrants and subscription shares

NAV and Share Price Performance Since Inception (Pence)

from 20 July 2005 to 31 March 2024

86.2m Shares

Bought Back

£164.2m

Dividends Per Share Increased

from 1.50p to

8.60p

Dividends Paid

Cumulative

£237.5m

* See Alternative Performance Measures on pages 97 and 98

Report and Accounts for the Year to 31 March 2024

Ten Year Performance

to 31 March 2024

20222021202020192018201720162015

Source: ICM

4.0

4.5

5.0

5.5

6.0

6.5

7.0

7.5

8.0

8.5

9.0

2023 2024

Source: ICM

0.0

2.0

4.0

6.0

8.0

10.0

20222021202020192018201720162015 2023 2024

Dividends Per Share (Pence) Revenue Earnings Per Ordinary Share (Pence)

Source: ICM

Purchases

Realisations

100

150

200

250

300

20222021202020192018201720162015 2023 2024

Source: ICM

Largest investment

Value of 2–10

Value of 11–20

Value of 21–40 Value of 41 and over

100

200

300

400

500

600

700

87 92

20222021202020192018201720162015 2023 2024

Investment Purchases and Realisations (£m) Portfolio Progression (£m) and Number

of Holdings

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.

Utilico Emerging Markets Trust plc

Santos Brasil Participacoes S.A.

Santos Brasil Participacoes S.A. is a port and

logistics operators in Brazil, with its main asset

being the container terminal Tecon Santos

located in Porto de Santos, the largest port in

South America. Porto de Santos handles over

25% of Brazilian trade. UEM invested in 2018.

In the year to 31 December 2023, revenues increased

10.5%

and EBITDA 23.5%

Report and Accounts for the Year to 31 March 2024

FPT Corporation

FPT Corporation is the largest information technology service

company in Vietnam. It also provides fibre broadband and

data centre services. Its education division has over 145,000

students enrolled in its private schools, colleges and university.

UEM first invested in 2019.

In the year to 31 December 2023, revenues increased

19.6%

and EBITDA 21.0%

Manila Water Company, Inc

Manila Water Company, Inc is the concessionaire for water

supply, wastewater and sanitation services in the East Zone of

Metro Manila in the Philippines. It serves a population of over

7m people. UEM first invested in its current stake in November

2023.

In the year to 31 December 2023, revenues increased

34.7%

and EBITDA 61.9%

Utilico Emerging Markets Trust plc

Investment Managers’ Report

It is pleasing to see UEM

report another NAV gain, with

a NAV total return for the year

to 31 March 2024 of 12.8%,

building on last year’s 2.1%

uplift and the prior two year’s

14.9% and 30.2% returns.

This performance was again

significantly ahead of the MSCI

EM total return Index which

increased 5.8% during the year.

UEM’s NAV performance over

one year, three, five and ten years and since inception

are all ahead of the MSCI EM total return Index. UEM

has achieved this together with a rising dividend

payout; lower volatility (as at 31 March 2024, UEM’s

five year Beta was 0.81x); and with a portfolio which is

significantly different from the MSCI Index. This should

be compelling to investors who want exposure to

emerging markets, top performance and comparatively

low levels of volatility.

The world is still faced with a number of unresolved

deep-seated issues. As noted in the Chairman’s

Statement these range from inflation to climate

change. To this, we can add the tragic events in Israel

and Gaza and the risk that the Middle East descends

further into conflict. Given that we have highlighted

a number of these issues before we will focus on two

topics in particular to discuss in more detail. Finding

consensus on these concerns has been and continues

to be difficult.

Inflation and Interest Rates

As we have outlined before, inflation has risen sharply

and remains elevated in the developed economies.

One of the undoubted drivers of this has been tight

labour markets which has led to wage inflation as

buying power shifts to the wider workforce. Last year

we noted that to address the rising inflationary outlook

in the developed world, central banks had raised

interest rates at a rapid pace. We expect we are at the

point where interest rates plateau before declining.

The “lower for longer” mantra has been replaced by

“higher for longer”.

Over the past year many commodities have seen prices

fall as supply chains stabilise and efficiencies emerge,

and this has led to much lower inflationary pressures.

However, inflation remains above levels most central

banks wish to see before cutting their rates.

We continue to be surprised by the tightness of labour

markets. Unemployment levels remain at record lows

in many countries. Our view is that the combination

of workers suffering from long Covid and increased

social care falling on families, together with early

retirement has all contributed to the reduction in

the available labour force. In addition, we are of the

view that nearshoring (Global Trade megatrend),

renewables (Energy Growth and Transition megatrend)

and other global infrastructure megatrends are driving

investment in the developed world and emerging

markets at above average trends and inflation could

remain elevated for some time. This certainly looks to

be the case in the United States.

A stark point to note is most central banks reference

their interest rates off the US Federal Reserve.

Decreasing rates at a time when the US is holding

rates is seen as high risk for smaller economies. It is

not surprising therefore to see the Chilean Peso fall

by 21.1% given its central bank cut rates from 11.25%

to 7.25% in the year to 31 March 2024. Certainly, the

emerging economies have more room to cut rates, but

are looking for the US Federal Reserve to move first.

Despite elevated central bank rates, UEM's portfolio of

investments exceeded our expectations. The strength

of the businesses and management teams’ discipline

is admirable. The portfolio investee gearing remains

modest at under 2.0x and we believe valuations

continue to be attractive.

Emerging Markets Structural Growth Drivers

and Megatrends

The ICM team travels a significant amount to EM

countries and it is very evident to us that EM offers

huge opportunities.

i. Structural growth drivers remain fundamental: the

key drivers of positive demographics, increase in

urbanisation, rise of the middle class and strong

GDP growth remain. Typically, EM have a young,

growing, increasingly better educated working

age population. This coupled with increasing rates

of urbanisation, is resulting in the need for EM

countries to invest in robust infrastructure such

as energy, water and transportation to support

this urban growth, providing UEM with numerous

interesting and attractive opportunities. Further,

the rise of the middle class that has growing

discretionary income is driving an increase in

consumption of goods and services but also

CHARLES JILLINGS

Investment Manager

Report and Accounts for the Year to 31 March 2024

demands for better quality of life assets such

as road connectivity, air travel and faster data

connectivity. EM are also witnessing on average

stronger GDP growth than developed markets,

with EM becoming more important within the

global economy.

ii. The emergence of global infrastructure

megatrends: the structural growth drivers

are being accelerated by global infrastructure

megatrends that we are witnessing. Within

“Energy Growth and Transition” significant energy

investment is required to help support the strong

GDP growth within EM with a focus on cleaner

energy solution as countries drive to achieve lower

or net zero emission targets. As EM countries are

also witnessing higher urbanisation and a rise of

the middle class, demand for better “Social Infra”

is also required, providing UEM with a number

of investment opportunities in the energy,

transportation and communication sectors.

Further, new and affordable digital technology

is driving rapid digital adoption and is increasing

demand for digital infrastructure. Digital Infra is

becoming increasingly essential in all markets

driving economic and social change. UEM is

focused on infrastructure investments that are

helping to deliver this digital transformation. As EM

global GDP increases, EM importance in “Global

Trade” increases. This, alongside supply chain

disruptions, geopolitical tensions and increasing

exports restrictions is changing the global trade

environment providing again more compelling

investment opportunities.

iii. Government support: Nearly all governments in

emerging markets have extensive infrastructure

plans. From Brazil, to India, The Philippines,

Indonesia and Mexico, the level of ambition

is significant. Again providing investment

opportunities.

iv. Country attributes: Many emerging economies

have additional individual strengths. For example,

Mexico with its more affordable and hard working

labour force, Brazil with its rich commodities base

and Vietnam with its proximity to China. These

economies are starting to reach a tipping point.

Taking Brazil as an example, its trade surplus in

2022 was USD 62bn and in 2023 it rose to USD

99bn – no wonder investments in UEM’s portfolio

such as Santos Brasil Porticipacoes S.A. ("Santos")

are outperforming. It is hard to convey just

how high we see the levels of energy, drive and

momentum underway in the emerging markets.

I would urge readers to follow us, on LinkedIn and on

the UEM website, to see more about these trends we

are witnessing and hear the opportunity which UEM

offers.

Portfolio

UEM’s gross assets (less liabilities excluding loans)

decreased to £522.9m as at 31 March 2024 from

£542.5m as at 31 March 2023. This reflects portfolio

valuation uplifts of £46.8m offset by net realisations to

fund, in part, both the share buybacks of £25.4m and

the reduction in bank debt of £35.1m in the year.

At the year end the top thirty holdings accounted for

70.9% of the total portfolio (31 March 2023: 67.7%). As

with last year there have been nine new entrants into

the top thirty over the year. UEM purchased £8.4m

of shares in Manila Water Company, Inc. UEM nearly

doubled its investment in Serena Energia S.A. (£5.4m),

increased its investment in Cia de Saneamento Basico

do Estado de Sao Paulo (£2.0m) which also benefitted

from its share price rise of 67.8% and increased its

investment in JSL S.A. (£4.3m) by 137.3%, its share price

rise was also impressive at 88.8%. Holding Bursatil

Regional S.A. was an investment from the merger of

Bolsa de Valores de Colombia with the Peru and Chile

stock exchanges. TTS (Transport Trade Services) S.A.’s

("TTS") share price rose 126.1% and UEM reduced its

holding by 40.6%, receiving £5.3m. TAV Havalimanlari

Holding A.S.’s investment increased by 49.7% (£1.8m)

and its share price rose 140.7%. Finally, UEM’s holding

in Societe Nationale des Telecommunications du

Senegal (“Sonatel”) was unchanged, but its share price

Manila Water Company, Inc. (The Philippines)

Utilico Emerging Markets Trust plc

Investment Managers’ Report (continued)

Brazil Remains UEM's Largest

Country Exposure

25.8%

(20.9%)

China Remains UEM's Second

Largest Country Exposure

11.0%

(15.8%)

Other Europe is UEM's Third

Largest Exposure

10.2%

(5.9%)

Latam's Exposure

36.4%

(32.2%)

Asia’s Exposure

40.9%

(47.3%)

Rest of the World

22.7%

(20.5%)

In the Year to 31 March 2024

See page 9 for the full geographic exposure

Sector Split of Investments

Ports and Logistics

20.0%

(17.0%)

Electricity

19.8%

(17.4%)

Data Services and

Digital Infrastructure

11.7%

(13.1%)

Water and Waste

9.5%

(6.6%)

Renewables

9.4%

(12.7%)

Airports

6.2%

(7.4%)

Telecommunications

5.1%

(6.7%)

Road and Rail

4.9%

(3.4%)

Gas

4.8%

(7.5%)

Infrastructure

Investment Funds

4.7%

(3.7%)

Other

3.9%

(4.5%)

Source: ICM

Figures in brackets as at 31 March 2023

Report and Accounts for the Year to 31 March 2024

rose 13.1% and Ocean Wilsons Holdings Limited’s share

price rose 55.3% during the year to 31 March 2024.

UEM exited from Vamos Locacao de Caminhoes

Maquinas e Equipamentos S.A. ("Vamos"), receiving

£5.9m and Grupo Aeroportuario del Pacifico, S.A.B de

C.V., realising £7.5m. UEM also reduced its investment

in Gujarat State Petronet Limited, Grupo Aeroportuario

del Centro Norte, S.A.B de C.V. and Engie Energia Chile

S.A., all of which fell outside the top thirty holdings

giving a total realisation of £29.6m. China Datang

Corporation Renewable Power Co., Limited ("China

Datang") and Telelink Business Services Group both fell

out of the top thirty due to relative performance.

On a total return contribution basis, the top performer

in the portfolio was International Container Terminal

Services, Inc. (“ICT”) which contributed to 2.2% of

UEM’s performance as its share price over the period

appreciated 49.2% and ICT continues to deliver

strong financial and operational results. Power Grid

Corporation of India Limited (“Power Grid”) and Santos

both added 1.7% to UEM’s performance, Power Grid

sustaining strong operational results in a buoyant

Indian stock market, whilst Santos also benefitted

from the positive Brazilian market momentum as well

as improved market position of its main asset Tecon

Santos within the Port of Santos. FPT Corporation

(“FPT”) contributed 1.6% due to strong growth in net

profits of 21.2% and improved investor confidence

in Vietnam. TTS contributed 1.5% witnessing an

improvement in pricing with volumes helping to drive it

share price up 126.1% over the period.

The bottom performers over the twelve months to

31 March 2024 were Vamos with a negative 0.7%

contribution, affected by market concerns relating to

its dealership business. China Gas Holdings Limited

also contributed a minus 0.7% as its share price

fell 36.2% over the year, reflecting weakness in the

Chinese property market driving concerns around

new gas connections and demand. China Datang also

contributed a negative return of 0.9% as there have

been concerns over China Datang’s investment in new

projects offering lower returns, with its share price

falling 42.7% over the year. Conversant Solutions Pte

Ltd and Petalite, two unlisted investments also reduced

UEM’s performance by 1.1% and 4.1% respectively.

Purchases in the portfolio decreased to £80.2m in the

year ended 31 March 2024 (31 March 2023: £108.9m)

and realisations increased to £155.5m (31 March 2023:

£126.6m). This reflects both the reduction in debt by

£35.1m as UEM repaid its loan facility and the decision

to maintain a high level of buybacks to take advantage

of the wide discount.

There have been some small sector shifts during the

year to 31 March 2024 and more detail is set out on

page 20. On a geographical basis, again there were

modest changes and more detail is set out on page 9.

It is worth noting that Brazil remains our top country

exposure and grew to 25.8% from 20.9% in the prior

Total Return Contribution to NAV

Source: ICM

2.2%

1.7%

1.6%

1.5%

1.7%

(0.7)%

(0.9)%

(1.1)%

(4.1)%

International Container Terminal Services, Inc.

Power Grid Corporation of India Limited

Santos Brasil Participacoes S.A.

FPT Corporation

TTS (Transport Trade Services) S.A.

Vamos Locacao de Caminhoes Maquinas e Equipamentos S.A.

China Gas Holdings Limited

China Datang Corporation Renewable Power Co., Limited

Conversant Solutions Pte Ltd

Petalite Limited

Utilico Emerging Markets Trust plc

year, mainly due to valuation uplifts. China remains the

second biggest country exposure, but it reduced to

11.0% from 15.8% in the prior year on realisations and

valuation weakness.

Level 3 Investments

UEM ended the year with level 3 investments totalling

£23.1m (31 March 2023: £58.7m), representing 4.5%

of total investments (31 March 2023: 10.8%). UEM’s

level 3 investments reduced mainly as a result of the

devaluation of Petalite by £20.0m and the £5.0m

realisation from CGN Capital Partners Infra Fund 3

(“CGN”).

Pleasingly we realised the majority of our holding in

CGN, a private Chinese onshore wind developer and

received 40% of the proceeds during the year to 31

March 2024. We are expecting to realise the balance

of this investment and make a positive return. Further

we exited from an Indian solar farm developer and

operator at an internal rate of return of close to 28%.

UEM’s investment in Petalite continues to make

progress on its product development path and it is

seeking to raise up to £20.0m in a Series A fund raising.

However, the comparable listed entities in this space

have had a difficult time and many have seen their

valuations reduce by over 70%. UEM has reduced

its investment valuation in line with this and as at 31

March 2024 its equity was valued at £8.6m. Since then,

Petalite has continued its Series A fund raising efforts

but market conditions have continued to be weak and

UEM reduced Petalite’s equity valuation to £3.5m as

at 12 June 2024. Attention is drawn to note 26(d) of

the accounts which provides more information on

Petalite’s valuation methodology.

Bank Debt

UEM’s net debt, being bank loans and net overdrafts,

decreased from £36.1m as at 31 March 2023 to nil as

at 31 March 2024. UEM repaid its bank debt in March

2024 when the loan facility matured. The Company

is currently in discussions regarding a replacement

revolving facility and a further announcement will be

made in due course.

Revenue Return

Revenue income decreased to £23.1m in the year to

31 March 2024, from £24.3m in the prior year,

reflecting the fewer dividends received from investee

companies due to the changes in the portfolio. The

revenue yield on the closing portfolio was unchanged

at 4.5% for both years.

Management fees and other expenses having been flat

in 2023 rose to £3.4m in the year to 31 March 2024,

(31 March 2023: £3.0m). While disappointing, this

reflects the increases in marketing expenditure,

audit and custody fees. Finance costs rose to £0.3m

reflecting the higher interest rate environment (31

March 2023: £0.2m). Taxation rose to £2.0m during

the year ended 31 March 2024 (31 March 2023: £1.6m)

reflecting increased dividends received from countries

with higher withholding tax rates.

As a result of the above, profit for the year decreased

by 10.3% to £17.5m from £19.5m for 31 March 2023.

EPS decreased by 6.1% to 8.83p compared to the prior

year of 9.40p, reflecting the decrease in profit and the

reduced average number of shares in issue following

the buybacks. Dividends per share ("DPS") of 8.60p

were fully covered by earnings.

Retained revenue reserves rose to £10.1m as at

31 March 2024, equal to 5.29p per share.

Capital Return

The portfolio gains were £46.8m on the capital

account during the year to 31 March 2024 (31 March

2023: losses of £8.4m). The highest returns were from

ICT with £9.5m, and Power Grid and FPT at £7.5m

each. Gains on foreign exchange were £0.6m and the

resultant total income on the capital account was

£47.4m against prior year losses of £8.9m.

Management and administration fees were almost flat

for the second year in a row at £4.4m (31 March 2023:

£4.3m).

Finance costs increased to £1.3m from £0.7m as a

result of higher interest rates. There was a taxation

charge of £1.4m (31 March 2023: credit of £0.2m) which

arose from Indian capital gains tax. The net effect

of the above was a gain on capital return of £40.4m

compared to a loss of £13.7m for 31 March 2023.

Charles Jillings

ICM Investment Management Limited

and ICM Limited

14 June 2024

Investment Managers’ Report (continued)

Report and Accounts for the Year to 31 March 2024

Our Investment Approach

ICM is a long term investor and typically operates

focused portfolios with narrow investment remits.

ICM has several dedicated research teams who have

deep knowledge and understanding in their specific

sectors, which improves the ability to source and

make compelling investments. ICM has approximately

USD 1.9bn of assets directly under management and

is responsible indirectly for a further USD 24.5bn of

assets in subsidiary investments.

ICM looks to exploit market and pricing opportunities

and concentrates on absolute performance. The

investments are not market index driven and the

investment portfolio comprises a series of bottom-up

decisions. ICM typically does not participate in either

an IPO or an auction unless there is compelling value.

UEM seeks to leverage ICM’s investment abilities to

both identify and make investments across a range

of industries within the EM sector. New investments

usually offer an attractive valuation with strong risk/

return expectations at the time of investment.

When reviewing investment opportunities, as part of

the investment process ICM will look to understand the

material ESG factors.

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.

Incorporate the output of the

‘Understanding’ component

into the full company analysis to

ensure a clear and complete

picture of the investment

opportunity is obtained.

Engage with investee

companies on the key issues on

a regular basis, both virtually and

on location, where possible, to

discuss and identify any gaps

in their ESG policies to further

develop and improve their ESG

disclosure and implementation.

Understanding Engagement

Integration

ICM incorporates ESG factors into the

investment process in

three key ways:

Utilico Emerging Markets Trust plc

Values

Team

Investment Practices

Financial

Platforms

Communities

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:

We are proud of our diverse and inclusive environment for our teams to work in, which reflects the

diversity of our communities.

Our deep and extensive research and understanding of the companies, sectors and markets we

invest in moderates our risk and creates value for our investors. Our status as a signatory to the

United Nations-supported Principles of Responsible Investment emphasises our commitment to

integrating ESG factors into our investment decision making process.

Strong balance sheet and disciplined capital allocation to drive sustainable growth and shareholder

value.

Technology, digital and analytics enable our investment platforms to deliver growth for our

shareholders.

ICM supports the ICM Foundation, which has identified sustainable, effective and focused

education where the biggest impact can be made on individuals and in communities. Over the past

decade ICM and its stakeholders have contributed over USD 17.6m to not-for-profit and community

organisations.

ICM’s origins date back to 1988 and our organisation has evolved with offices now spanning

the globe. We are focused on our values of:

• Independence and Integrity • Excellence

• Creativity and Innovation • Accountability

Our Investment Approach (continued)

Report and Accounts for the Year to 31 March 2024

The largest independent renewable

energy company in Brazil with a

portfolio of wind, solar and hydro

assets.

ESG Analysis:

Serena Energia (“Serena”) plays a crucial role in

decarbonising Brazil's energy sector. Since Serena's

IPO in 2017, it has helped avoid 2.3m kiloton of CO2

emissions. At supply capacity, Sernea can provide

4.2m households with clean energy. Serena manages

adverse weather risk due to its geographically

diversified asset base with multiple sources of energy

putting Serena in a strong position to generate the

best possible returns.

ICM ESG Conclusion:

Alongside Serena's green credentials, it has good

disclosure and a strong framework of enforced ESG-

related policies and procedures, putting it in a strong

position to capitalise on an increase in demand for green

energy.

Sonatel is the leading telecoms operator

in five countries in West Africa (including

Senegal, Mali and Guinea) offering fixed,

mobile, internet, television, payment

and IT services.

ESG Analysis:

Sonatel creates a large amount of social value in West

Africa through its digital development strategy. It has

a strong Corporate Social Responsibility (CSR) policy

that supports its corporate goals toward greater social

and financial inclusion. Since its inception, Sonatel has

enabled more than 38,000 young men and women to

benefit from various training programmes.

ICM ESG Conclusion:

Social benefits will continue to be achieved through

Sonatel's commitment to digital transformation and

its social and economic inclusion goals. Sonatel is well

placed to contribute to the growth occurring in West

Africa.

ESG Spotlight

The Board believes that it is in shareholders’ interests to consider ESG factors when

selecting and retaining investments and accordingly these form a key part of the

process when investing.

Details of how ESG forms part of the integrated research analysis, decision-making and ongoing monitoring are set

out on page 39. Where companies in the portfolio are assessed as having minimal ESG disclosure, ICM’s approach is

to engage with the companies directly to further understand the ESG profile of the company. Below are examples of

two of UEM’s investments that have robust ESG credentials within the portfolio.

Utilico Emerging Markets Trust plc

Largest Holdings Overview

The Value of the

Ten Largest Holdings

Represents

35.4%

of Total Investments

(2023: 32.6%)

The Value of the

Twenty Largest

Holdings Represents

55.6%

of Total Investments

(2023: 52.3%)

The Value of the Thirty

Largest Holdings

Represents

70.9%

of Total Investments

(2023: 67.7%)

The Total Number

of Companies Included

on the Portfolio is

(2023: 81)

The value of convertible securities represents 0.0% (2023: 0.0%) of the portfolio. The value of fixed income securities represents 2.6% (2023: 3.4%) of

the portfolio.

Cia de Saneamento Basico do Estado de Sao Paulo (Brazil)

Report and Accounts for the Year to 31 March 2024

International Container Terminal Services, Inc. (“ICT”) is a Philippines listed

global port management company in the business of acquiring, developing,

managing and operating container ports and terminals worldwide. ICT operates

32 terminals in 19 countries across six continents, handling 12.8m containers in

2023.

In the year to 31 December 2023, ICT saw another solid year of performance,

despite the ongoing disruptions to global trade. Volume growth for the year

increased by 4.4% and revenue increased by 6.5% as management saw

improvements in container handling tariffs and volume mix, as well as benefitting

from the consolidation of a newly acquired terminal. EBITDA for the year was up

by 6.8% as ICT continued to remain focused on cost control, with EBITDA margin

creeping up to 63.0%. Adjusted net income increased by 6.7% with the dividend

increasing by 10.0% to PHP 11.00 (including a special dividend of PHP 1.65), as

ICT’s cash flow position continued to improve.

In July 2023, ICT announced that it was the preferred operator for South Africa’s

largest container terminal, Durban Container Terminal Pier 2, which ICT should

commence operating in the second half of 2024 and will add an estimated

additional 2.0m TEU (twenty-foot equivalent unit) of capacity.

ICT’s share price increased by 49.2% in the year to 31 March 2024. UEM

decreased its position in ICT by 32.6%.

Country The Philippines

Sector Ports and Logistics

Megatrend Global Trade

Value £’000s 25,309

% of total

investments

4.9%

Country Brazil

Sector Electricity

Megatrend Energy Growth

and Transition

Value £’000s 24,200

% of total

investments

4.7%

Alupar Investimento S.A. (“Alupar”) is a holding company for assets focused

on the electricity transmission and generation sectors in Brazil, Peru and

Colombia. It has 35 transmission projects totalling 8,805km of electricity lines

of which 7,139km are operational, and 822MW of renewable energy generation

assets.

After a significant investment program during 2019-2022 which saw Alupar

expanding its transmission network kilometres by 40% and commissioning a

new 94MW hydro plant in Peru, 2023 was a year of consolidation. The only new

project to come online was the 63MW Agreste Potiguar wind farm in Brazil. The

operational transmission lines have fixed revenue concession contracts which

benefit from annual inflation adjustments. In July 2023 indexation increases

of 3.94% for IPCA-linked concessions and -4.47% for IGPM-linked concessions

were applied. These inflation adjustments, combined with the contribution of

new projects resulted in underlying group revenue growth of 8.8% and EBITDA

growth of 7.0% in its financial year to 31 December 2023. Dividends per share

increased by 32%.

Alupar’s share price was up 13.7% in the year to 31 March 2024. UEM’s

shareholding in Alupar (adjusted for a stock bonus issue) was unchanged over

the period.

Ten Largest Holdings Review

Andre S Prietsch

Utilico Emerging Markets Trust plc

Santos Brasil Participacoes S.A. (“Santos”) is a Brazilian listed port and

logistics operator that owns ten terminals on the Brazilian coast, with Tecon

Santos, its main asset (86% of Santos’s volumes) located at the largest port in

South America, Porto de Santos, which handles over 25% of Brazilian trade

balance.

During 2023, Santos’ neighbouring competitors within the port continued to

operate at near to full capacity. Therefore, despite Santos’ 6.2% reduction in

container units handled during the year, Santos was able to report a 10.5%

increase in net revenues, due to its strong strategic position helping to

drive tariff increases and improve volume mix. EBITDA for the full year to 31

December 2023 increased by 23.5% as it benefitted from operational leverage

with EBITDA margin continuing to improve, reaching 46.8% for the year. Given

Santos’ strong cash flow generation, Santos was able to achieve a 95% payout

ratio.

Santos’ share price increased by 64.0% in the year to 31 March 2024. UEM’s

shareholding in Santos increased 31.5% over the period.

Country Brazil

Sector Ports and Logistics

Megatrend Global Trade

Value £’000s 20,550

% of total

investments

4.0%

Country Vietnam

Sector Data Services and

Digital Infrastructure

Megatrend Digital Infra

Value £’000s 20,457

% of total

investments

3.9%

FPT Corporation (“FPT”) is a Vietnamese technology and telecommunications

company. FPT provides IT services to large multinationals globally, and to the

public sector and enterprise customers domestically. Additionally, FPT is a

major provider of fixed line broadband, internet, data centre and cloud services

in Vietnam though its FPT Telecom subsidiary.

It was another very strong year for FPT in 2023, with the group reporting strong

revenue growth in each of its three business segments: Technology (+22.1%),

Telecoms (+7.3%) and Education, Investment and others (+52.5%). Group

revenues in the year to 31 December 2023 rose by 19.6% and net profits per

share increased by 21.2%. Cash dividends increased by 18.1%.

FPT met its target of achieving USD 1.0bn in international revenues in 2023 for

its IT services unit, with sales up 28.4% in VND terms compared to the previous

year. FPT has set a target of achieving USD 5.0bn in international IT services

revenues by 2030.

FPT’s telecom segment reported solid growth. Fibre broadband subscribers

exceeded 4m, driving a 5.9% growth in broadband internet revenues. Data

centre demand is strong, with revenues up over 20% in 2023 and new facilities

coming online in 2024. FPT’s education segment continues to report exceptional

growth, with 145,000 FTE students across its system of schools, colleges and

universities, a growth of 34% for 2023.

FPT’s share price rose by 69.4% for the year to 31 March 2024, adjusted for the

15.0% bonus issue in June 2023. UEM’s position in FPT (adjusted for the bonus

issue) was unchanged during the year.

Andre S Prietsch

Ten Largest Holdings Review (continued)

Report and Accounts for the Year to 31 March 2024

Orizon Valorizacao de Residuos S.A. (“Orizon”) is Brazil's leader in waste

management and operates 16 sanitary landfill sites. Referred to as "ecoparks"

by Orizon, these sites are sophisticated complexes which require specialised

infrastructure to safely process waste.

In 2023, Orizon announced two long term contracts for the supply of

biomethane. The first was with Copergas, securing a 10-year contract for

most of the potential installed biomethane production capacity for Ecopark

Jaboatão dos Guararapes. The second was a partnership with Compass,

Brazil’s leading player in natural gas for final consumers. These support

Orizon's strategy for biomethane production commencing in 2025.

Orizon delivered strong results in the year to 31 December 2023. Revenues

increased by 24.0%, due to new landfills acquired in 2022 and a solid

performance in energy, biogas and waste processing segments. Energy sales

volumes increased by 29.5% and biogas volumes by 28.8%. Notably, carbon

credit generation rose by 27.6%, although no sales occurred during the year

to 31 December 2023 as Orizon waited for its carbon credit gold standard

certification. Adjusted EBITDA increased by 47.7%, with margins expanding

from 33.9% to 40.4%, due to improved operational efficiencies.

UEM’s position in Orizon increased 6.1% in the year to 31 March 2024.

Orizon’s share price was up by 3.2% during the period.

Country Brazil

Sector Water and Waste

Megatrend Social Infra

Value £’000s 19,995

% of total

investments

3.9%

Country Poland

Sector Ports and Logistics

Megatrend Digital Infra

Value £’000s 15,435

% of total

investments

3.0%

InPost S.A. (“InPost”) is a leading e-commerce logistics infrastructure player

in Poland, listed on Euronext Amsterdam, that is focused on last mile parcel

delivery operating automated parcel machine (APM) delivery, to-door delivery

and fulfilment services. InPost also has a growing pan-European presence in

particular in France, the UK and Italy. As at 31 December 2023, InPost handled

892m parcels and had 4.4m lockers installed across its network of over

35,000 APMs and 30,615 pick-up-drop-off points.

2023 was another strong year for InPost. Revenues increased by 25.2% with

Polish operations, which contributed to 60.4% of revenues, seeing strong

revenue growth of 27.5%. Adjusted EBITDA also saw strong growth, increasing

39.3% with EBITDA margin reaching 30.8% as profitability within the

international business improved as the volume of parcels handled increased.

During the year, InPost also acquired a 30% stake in a UK logistics provider

helping to improve its delivery network.

InPost’s share price increased by 69.8% in the year to 31 March 2024 and

UEM’s position in InPost remained the same.

Utilico Emerging Markets Trust plc

Centrais Eletricas Brasileiras S.A. (“Eletrobras”) is the largest utility

company in Latin America and produces and transmits energy in Brazil. It

has an installed capacity of 44.6 GW, with 94.8% hydroelectric, 3.6% thermal,

and 1.6% solar and wind, representing 22% of Brazil's total installed capacity.

On the transmission front, Eletrobras operates over 73,000 km of lines,

accounting for 38% of Brazil’s total.

2023 marked a continuation of Eletrobras' turnaround phase following

its privatisation in June 2022. Efforts were focused on simplifying its

administrative structure, enhancing asset management, internal restructuring

and boosting investment capacity.

Revenues in the year to 31 December 2023 were up 9.1%, driven by higher

average sales price in the generation segment and higher regulated revenues

for its transmission business that increased by 28.3%. Meanwhile, Eletrobras’

adjusted EBITDA rose by 8.4%, supported by a 8.2% reduction in expenses,

largely due to a 9.8% decrease in personnel expenses as part of Eletrobras’

turnaround process. Dividends were down 7.4% YoY.

UEM’s position in Eletrobras increased 20.7% in the year to 31 March 2024.

Eletrobras’ share price was up by 28.5% during the period.

Country Brazil

Sector Electricity

Megatrend Energy Growth

and Transition

Value £’000s 14,797

% of total

investments

2.9%

Country South Korea

Sector Data Services and

Digital Infrastructure

Megatrend Digital Infra

Value £’000s 14,511

% of total

investments

2.8%

Korean Internet Neutral Exchange Inc. (“Kinx”) is a leading provider

of neutral internet infrastructure services in South Korea. It operates

Korea’s leading internet exchange as well as a number of interconnection

data centres. Kinx provides facilities for the leading global and domestic

telecommunications, internet and cloud services companies to provide

services locally and to connect directly to their customers in South Korea.

Kinx reported revenue growth of 10.6% but EBITDA improved marginally on

the very strong result recorded in 2022. After several years of planning and

construction, Kinx’s new 10MW data centre in Gwacheon (Seoul metropolitan

area) is due to open to clients in the second half of 2024. This facility will add

significant incremental capacity which should drive strong revenue and profit

growth in the coming years. Unlike many of Kinx’s other current facilities

which are leased, it owns a share of the freehold on this site. The expansion

has primarily been funded by strong cashflows generated in recent years

and Kinx had net cash on the balance sheet at the end of 2023. However, it

is expected to draw down on its debt facility by the time the data centre is

completed.

Kinx’s share price increased by 58.8% during the year to 31 March 2024 and

UEM took some profit on its investment, with its shareholding reducing by

5.1%.

Ten Largest Holdings Review (continued)

Report and Accounts for the Year to 31 March 2024

India Grid Trust (“Indigrid”) is an infrastructure investment trust listed on

the Bombay Stock Exchange which owns power transmission assets in India.

It has 46 lines totalling 8,468km and 13 substations, with the transmission

assets having an average of 26 years remaining contract life. The trust is

managed by KKR, which is also a 21% shareholder.

In August 2023, Indigrid completed the acquisition of Virescent Renewable

Energy Trust (“Virescent”) for INR 40bn. This increased Indigrid’s renewable

portfolio five-fold to 676MW and bolstered the AUM of the trust by 18% to

INR 269bn (USD 3.2bn). In the nine months to 31 December 2023, revenue

and EBITDA grew by 28% and 27% respectively, aided by a full quarter’s

contribution from Virescent. The trust is required to pay out at least 90%

of cash flows, which is paid in quarterly dividends, and over the nine month

period the aggregate dividends per unit were increased by 6.6%.

UEM’s shareholding in Indigrid was unchanged during the year to 31 March

2024 and Indigrid’s share price declined by 1.6%.

Country India

Sector Electricity

Megatrend Energy Growth

and Transition

Value £’000s 14,288

% of total

investments

2.7%

Country Vietnam

Sector Infrastructure

Investment Funds

Megatrend Social Infra

Value £’000s 13,364

% of total

investments

2.6%

VinaCapital Vietnam Opportunity Fund Ltd (“VOF”) is a closed-end

investment company, headquartered in Ho Chi Minh City, Vietnam, listed

on the main market of the London Stock Exchange. VOF is focused on long

term investing in Vietnamese companies across a range of industries and

asset classes. As at 31 March 2024, VOF had USD 1,164.5m (£706.4m) assets

under management, of which 74.8% were invested in listed equity and 19.5%

invested in private equity. By sector, as at 31 March 2024, VOF’s largest

exposure was real estate at 23.3%, financials at 21.8% and materials at 12.7%.

For the twelve months to 31 March 2024, VOF’s NAV increased by 21.2%,

outperforming the Vietnam Ho Chi Minh total return Index (“VN Index”) which

was up by 16.1% in US Dollar terms over the same period. On a three- and-

five-years basis, VOF also outperformed the VN Index, up by 21.5% and by

59.7% respectively compared to the index which was up by 4.1% and 33.0%

respectively. VOF discount to NAV as at 31 March 2024 was 23.5%.

VOF’s share price increased by 6.7% in the year to 31 March 2024 and UEM’s

position increased by 3.6%.

Utilico Emerging Markets Trust plc

Strategic Report

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.

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, JP

Morgan Europe Limited (“JPMEL”) which acts as the

Company’s Depositary under the AIFM Directive

Report and Accounts for the Year to 31 March 2024

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 emerging markets. The Company may

also invest in businesses which supply services to,

or otherwise support, the infrastructure, utility and

related sectors.

The Company focuses on the under-developed and

developing markets of Asia, Latin America, Emerging

Europe and Africa but has the flexibility to invest in

markets worldwide. The Company generally seeks

to invest in emerging market countries where the

Directors believe that there are attributes such

as political stability, economic development, an

acceptable legal framework and an encouraging

attitude to foreign investment.

The Company has the flexibility to invest in shares,

bonds, convertibles and other types of securities,

including non-investment grade bonds and to invest in

unlisted securities.

The Company may also use derivative instruments

such as American Depository Receipts, promissory

notes, foreign currency hedges, interest rate hedges,

contracts for difference, financial futures, call and

put options, warrants and similar instruments

for investment purposes and efficient portfolio

management, including protecting the Company’s

portfolio and Statement of Financial Position from

major corrections and reducing, transferring or

eliminating investment risks in its investments. These

investments will be long term in nature.

Investment Restrictions

The Board has prescribed the following limits on

the investment policy, all of which are at the time of

investment unless otherwise stated:

• Investments in unquoted and untraded

investments in aggregate must not exceed 10.0%

of gross assets at the time of investment;

• No single investment may exceed 20.0% of gross

assets at the time of investment;

• Investments other than in infrastructure, utility

and related companies must not exceed 20.0% of

gross assets at the time of investment;

• Investments in a single country must not exceed

50.0% of gross assets at the time of investment

(and for these purposes investments will be

considered to have been made in the countries

where the relevant investee company reports

that it carries out its business operations, as

determined on a look-through basis);

• Not more than 10.0% in aggregate of the value

of the total assets of the Company at the time

the investment is made will be invested in other

closed-ended investment funds which are listed

on the Official List (except to the extent that those

investment funds have stated investment policies

to invest no more than 15.0% of their total assets

in other investment companies which are listed on

the Official List); and

• Regardless of the investment policy of other

closed-ended investment funds listed on the

Official List and which are invested in by the

Company, the Company shall not invest in such

funds more than 15.0% in aggregate of the value

of the total assets of the Company at the time the

investment is made.

The above limits only apply at the time the investment

is made and the Company will not be required to

realise any assets or rebalance the portfolio where

any limit is exceeded as a result of any increases or

decreases in the valuation of the particular assets

which occurs after the investment is made, but no

further relevant assets may be acquired or loans made

by the Company until the relevant limit can again be

complied with.

Borrowing and Gearing Policy

UEM may use bank borrowings for short term

liquidity purposes. In addition, the Board may gear

the Company by borrowing on a longer-term basis for

investment purposes.

The Board has set a current limit on gearing (being

total borrowings measured against gross assets) not

exceeding 25% at the time of drawdown. Borrowings

Utilico Emerging Markets Trust plc

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).

On 13 March 2024, the Company announced that it

had repaid all the amounts outstanding under the

£50.0m committed multicurrency revolving facility

with The Bank of Nova Scotia, London Branch ahead

of its maturity date on 15 March 2024. The Company

is currently in discussions regarding a replacement

revolving facility.

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 good 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. UEM is

prepared to hold investments in unlisted securities

when the attractiveness of the investment justifies

the risks and lower liquidity associated with unlisted

investments. ICMIM, 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 ICMIM 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 objective is to maintain or increase the

total 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 2024 are set out in the attached

accounts. The dividends in respect of the year, which

total 8.60p per share, have been declared by way of

four interim dividends.

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 total

return Index

• Share price

• Discount to NAV

• Revenue earnings

• Ongoing charges figure

Strategic Report (continued)

Report and Accounts for the Year to 31 March 2024

While some elements of performance against KPIs are

beyond management control, they provide measures

of the Company’s absolute and relative performance

and are therefore monitored by the Board on a regular

basis. These KPIs fall within the definition of Alternative

Performance Measures under guidance issued by

the European Securities and Markets Authority and

additional information explaining how these are

calculated is set out on pages 97 and 98.

Year ended 31 March 2024 2023

NAV total return per share (%) 12.8 2.1

MSCI EM total return Index

(GBP adjusted) (%) 5.8 (5.0)

Share price (pence) 221.00 217.00

Discount to NAV (%) (19.3) (13.5)

Percentage of issued shares bought

back during the year (based on opening

share capital) (%) 5.6 5.8

Revenue earnings per share (pence) 8.83 9.40

Dividends per share (pence) 8.60 8.45

Ongoing charges figure (%) 1.5 1.4

A graph showing the NAV total return performance

compared to the MSCI EM total return Index, can be

found on page 3. The ten-year record on page 99 shows

historic data for the Company and its predecessor, UEM

Limited.

Discount to NAV: The Board monitors the premium/

discount at which the Company’s shares trade in

relation to its NAV. During the year the Company’s

shares traded at a discount relative to NAV in a range

of 12.4% to 20.5% and an average discount of 15.2%.

The Board and Investment Managers closely monitor

both movements in the Company’s share price and

significant dealings in the shares.

The Board believes that the best way of addressing the

discount over the long term is to continue to generate

good performance and to create natural demand for

the Company’s shares in the secondary market through

increasing awareness of the Company, its philosophy

and management style. The Board has maintained

expenditure on marketing the Company. The Board

continues to seek authority from shareholders to

buyback and issue shares which can assist in the

management of the discount and/or any premium

at which the shares trade to their NAV. A total of

11,369,753 shares were bought back and cancelled

during the year, representing 5.6% of the Company’s

opening issued share capital.

Earnings and dividends per share: As referred to

in “Dividend Policy” above, the Board’s objective is to

maintain or increase the total annual dividend. The

Board and the Investment Managers attach great

importance to maintaining dividends per share since

dividends form a key component of the total return to

shareholders.

The Board declared four quarterly dividends, each of

2.15p per share, in respect of the year ended 31 March

2024. The fourth quarterly dividend will be paid on 28

June 2024 to shareholders on the register on 7 June

2024. The total dividend for the year was 8.60p per

share (2023: 8.45p per share).

Ongoing charges: These are calculated in accordance

with the industry measure of costs as a percentage of

NAV. The expenses of the Company are reviewed at

every Board meeting, with the aim of managing costs

incurred and their impact on performance. The ongoing

charges figure for the year ended 31 March 2024 was

1.5% (2023: 1.4%). This ratio is sensitive to the size of

the Company, as well as the level of costs.

Principal Risks And Risk Mitigation

During the year ended 31 March 2024, ICMIM was

the Company’s AIFM and had sole responsibility for

risk management, subject to the overall policies,

supervision, review and control of the Board.

As required by the Association of Investment

Companies (“AIC”) Code of Corporate Governance,

the Board has undertaken a robust assessment of

the principal risks facing the Company. It seeks to

mitigate these risks through regular review by the

Audit & Risk Committee of the Company’s risk register

which identifies the risks facing the Company and the

likelihood and potential impact of each risk, together

with the controls established for mitigation.

During the year the Audit & Risk Committee also

discussed and monitored a number of emerging risks

that could potentially impact the Company, the principal

ones being geopolitical risk and climate change risk. The

Audit & Risk Committee has determined that they are

Utilico Emerging Markets Trust plc

not currently sufficiently material to be categorised as

separate key risks and 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.

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, geo-political confrontations, climate change, natural disasters and health

epidemics. At each Board meeting the Board reviews the diversification of the portfolio,

asset allocation, stock selection, unquoted investments 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. 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

focussed 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% and the Investment Managers agree that it is a good investment decision.

Strategic Report (continued)

Report and Accounts for the Year to 31 March 2024

Operational Risk:

Failure by any service provider

to carry out its obligations to the

Company in accordance with the

terms of its appointment could

have a materially detrimental

impact on the operation of

the Company and could affect

the ability of the Company

to successfully pursue its

investment policy.

The Company’s main service providers are listed on page 96. The Audit & Risk Committee

monitors the performance and controls (including business continuity procedures) of the

service providers at regular intervals.

All listed and a number of unlisted investments are held in custody for the Company

by JPMorgan Chase Bank N.A. – London Branch. JPMEL, the Company’s depositary

services provider, also monitors the movement of cash and assets across the Company’s

accounts. The Audit & Risk Committee reviews the JP Morgan system and organisation

controls reports, which are reported on by Independent Service Auditors, in relation to its

administration, custodial and information technology services.

The Board reviews the overall performance of the Investment Managers and all the other

service providers on a regular basis. The risk of cybercrime is high, as it is with most

organisations, but the Board regularly seeks assurances from the Investment Managers

and other key service providers on the preventative steps that they are taking to reduce

this risk.

Gearing Risk:

Whilst the use of borrowings

should enhance total return

where the return on the

Company’s underlying securities

is rising and exceeds the cost

of borrowing, it will have the

opposite effect where the

underlying return is falling.

Gearing levels may change from time to time in accordance with the Board and

Investment Managers’ assessment of risk and reward. As at 31 March 2024, since the

Company’s bank facility has been repaid, UEM had net cash. In the event of a new facility

being put in place, ICMIM will continue to monitor compliance with the banking covenants

when each drawdown is made and at the end of each month. The Board will review

compliance with the banking covenants at each Board meeting.

Regulatory Risk:

Failure to comply with

applicable legal and regulatory

requirements such as the tax

rules for investment companies,

the FCA’s Listing Rules and the

Companies Act 2006 could lead

to suspension of the Company’s

Stock Exchange listing, financial

penalties, a qualified audit report

or the Company being subject to

tax on capital gains.

The Investment Managers and the Company’s professional advisers monitor

developments in relevant laws and regulations and provide regular reports to the Board

in respect of the Company’s compliance.

Viability Statement

The Board makes an assessment of the longer-term

prospects of the Company beyond the timeframe

envisaged under the going concern basis of accounting,

having regard to the Company’s current position and

the principal risks it faces. The Company is a long term

investment vehicle and the Board believes that it is

appropriate to assess the Company’s viability over a

long term horizon. For the purposes of assessing the

Company’s prospects in accordance with provision

31 of the UK Corporate Governance Code, the Board

considers that assessing the Company’s prospects over

a period of five years is appropriate given the nature of

the Company, reflecting the long term strategy of the

Company and is in line with the five-yearly cycle of the

Company's continuation vote.

In its assessment of the viability of the Company, the

Board has considered each of the Company’s principal

risks and uncertainties detailed above, as well as the

impact of a significant fall in the EM equity markets on

the value of the Company’s investment portfolio. All

of the key operations required by the Company are

outsourced to third party providers and it is considered

that alternative providers could be engaged at relatively

Utilico Emerging Markets Trust plc

short notice, if necessary. The Directors have also

considered the Company’s income and expenditure

projections and the fact that the Company’s operating

expenses comprise a very small percentage of net

assets while the majority of the Company’s investments

comprise readily realisable securities which can be

sold to meet funding requirements, if necessary.

The next opportunity for shareholders to vote on

the continuation of the Company will be at the AGM

expected to be held in September 2026.

As part of this assessment the Board considered a

number of stress tests and scenarios which considered

the impact of severe stock market and currency

volatility on shareholders’ funds over a five-year

period. Initially, the Company’s projections were

adjusted to reflect a material reduction in the value of

its investments in line with that experienced during

the emergence of the Covid-19 pandemic in the first

quarter of 2020. The first stress test considered a fall

in markets of 30% in the first year with recovery of 10%

per annum thereafter. A second test considered a fall

in markets of 30% and adverse Sterling movement,

the Company’s reporting currency, of 10% in the

first year with a further fall in markets of 20% in the

second year and no movement thereafter. The results

demonstrated the impact on the Company’s NAV,

its expenses, and its ability to meet its liabilities over

that period. As a result of this analysis, 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

recognises 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 50 to 55. 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 broker. These communication opportunities

help inform the Board when considering how best to

Strategic Report (continued)

Report and Accounts for the Year to 31 March 2024

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 repayment of the Company’s multicurrency

revolving facility in March 2024;

• 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%;

• the recommendation that shareholders vote in

favour of the Company’s dividend policy at the

forthcoming AGM; and

• the recommendation that shareholders vote in

favour of the renewal of the buyback and allotment

authorities as set out in the notice of AGM.

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.

The Investment Managers believe that “G” is the

core foundation on which all else is built, as strong

governance within a company ensures that minority

shareholder interests are aligned with other

shareholders, management and stakeholders. The

Investment Managers’ “G” assessment therefore

includes questions covering shareholders’ rights,

transparency and related parties, as well as audit and

accounting, board composition and effectiveness,

executive oversight and compensation. Each area is

assessed and weighted, and the Investment Managers

then apply an aggregated weighting towards “G” in

line with the strong empirical evidence linking robust

corporate governance and performance.

The “E” and “S” are also focal points for the Investment

Managers, as assessing key environmental and social

risks are essential to a long term sustainable business

model. The Investment Managers identify the most

material “E” and “S” risks that are believed to affect

each sector and companies are then assessed against

each risk. The results from this analysis feed into an

“E” and “S” score for each company reflecting, for each

material risk, whether suitable/sustainable plans are in

place, how clear the company has been in disclosing its

approach and how well it is doing against its objective

to manage such risk.

Where a portfolio company is assessed as having a

relatively low “E”, “S” and/or “G” score, ICM’s approach

is to engage with the company to see improvements

over time. ESG considerations provide a way to identify

and review the long term drivers of an investment that

are not found within the financial accounts, thereby

enabling the Investment Managers to fully question

a company’s investment potential from a number

of perspectives. Examples of ESG progress on two

portfolio companies are set out on page 25.

Where possible, the Investment Managers aim to

visit companies to access an in-person opportunity

to ask management teams what they perceive to

be the key operational, social and environmental

issues, as well as a chance to see assets operating

first-hand. ESG disclosures are not always easy to

understand given they may not be openly reported

or consistently disclosed. The Investment Managers

believe that engaging with companies directly is the

best first step. Where necessary, the Investment

Managers will question and challenge an investee

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

Utilico Emerging Markets Trust plc

Managers work actively with investee companies to

incorporate stronger ESG principles and vote in a

considered manner (including against resolutions)

to drive 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 three male directors

and one female director and announced the

appointment of a further female director with effect

from 1 September 2024. 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 53

and 54.

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 39.

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 14 June 2024.

By order of the Board

ICM Investment Management Limited

Company Secretary

14 June 2024

Strategic Report (continued)

Report and Accounts for the Year to 31 March 2024

Investment Managers and Team

ICMIM, a company authorised and regulated by

the FCA, was the Company’s AIFM during the year

ended 31 March 2024 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.

The Investment Managers are focused on finding

investments at valuations that do not reflect their true

long term value. Their investment approach is to have

a deep understanding of the business fundamentals

of each investment and its environment versus its

intrinsic value. The Investment Managers are long term

investors.

ICM manages over USD 1.9bn in funds directly and is responsible indirectly for

a further USD 24.5bn of assets in subsidiary investments. ICM has over 80 staff

based in offices in Bermuda, Cape Town, Dublin, London, Seoul, Singapore, Sydney,

Vancouver and Wellington.

The investment teams are led by Charles Jillings and Duncan Saville.

Charles Jillings

Charles Jillings, a director of ICM and chief executive of ICMIM, is responsible for

the day-to-day running of UEM and the investment portfolio. He qualified as a

chartered accountant and has extensive experience in corporate finance and asset

management. He is an experienced director having previously been a non-executive

director in the financial services, water and waste sectors. He is currently a director

of Somers Limited and Waverton Investment Management Limited.

Duncan Saville

Duncan Saville, a director of ICM, is a chartered accountant with experience in

corporate finance and asset management. He was formerly a non-executive director

of Utilico Investment Trust plc and is an experienced non-executive director having

been a director in multiple companies in the financial services, utility, mining and

technology sectors. He is currently a non-executive director of Australian Securities

Exchange listed Resimac Group Limited, Somers Limited and H.R.L. Morrison & Co

Limited.

Utilico Emerging Markets Trust plc

Senior core team assisting on UEM include:

Company Secretary – ICM Investment Management Limited

Jacqueline Broers, deputy portfolio manager, has been involved in the running of UEM since

September 2010. Mrs Broers is focused on the transport sector worldwide with particular

emphasis on emerging markets. Prior to joining the investment team, Mrs Broers worked

in the corporate finance team at Lehman Brothers and Nomura. Mrs Broers is a qualified

chartered accountant.

Jonathan Groocock, deputy portfolio manager, has been involved in the running of UEM

since February 2011. Mr Groocock is focused on the utilities sector worldwide with particular

emphasis on emerging markets. Prior to joining the investment team Mr Groocock had nine

years of experience in sell side equity research. Mr Groocock qualified as a CFA charterholder

in 2005 and is a non executive director of Petalite Limited.

Mark Lebbell has been involved in the running of UEM since its inception and before that was

involved with Utilico Investment Trust plc and The Special Utilities Investment Trust PLC since

2000. Mr Lebbell is focused on the communications sector worldwide with particular emphasis

on emerging markets. Mr Lebbell is an associate member of the Institute of Engineering and

Technology.

The Investment Managers’ approach is to

have a deep understanding of the business

fundamentals of each investment and its

environment versus its intrinsic value.

Alastair Moreton, a chartered accountant, joined the team in 2017 to provide company

secretarial services to UEM and UIL Limited. Mr Moreton has over thirty years’ experience

in corporate finance with Samuel Montagu, HSBC, Arbuthnot Securities and, prior to joining

ICM, Stockdale Securities, where he was responsible for the company’s closed end fund

corporate clients.

Investment Managers and Team (continued)

Report and Accounts for the Year to 31 March 2024

Directors

Mark Bridgeman

Mark Bridgeman joined the Board in 2021. He is UEM’s Senior Independent Director and Chairman

of the Remuneration Committee. His background is in fund management spending 19 years

with Schroders plc with various roles including Emerging Markets Fund Manager and Global

Head of Research. He left Schroders in 2009 to manage a rural estate and farming business in

Northumberland and was formerly President of the Country Land & Business Association. He has

served on the board of several investment trusts since leaving Schroders and is currently on the

investment committee of the Leverhulme Trust.

Isabel Liu

Isabel Liu joined the Board in 2021. She has over 25 years' global experience investing equity in

infrastructure, including the AIG Asian Infrastructure Fund, the ABN AMRO Global Infrastructure Fund

and the Asia Pacific investment business of John Laing plc. More recently she was a board member of an

infrastructure fund manager backed by UK pension funds and of passenger champions for Heathrow

Airport and UK public transport. She is currently a non-executive director of Schroder Oriental Income

Fund Limited and Gresham House Energy Storage Fund plc. Isabel is a graduate of the Ohio State

University with a masters from Harvard University and an MBA from the University of Chicago.

John Rennocks (Chairman)

John Rennocks joined the Board in 2015 and was appointed Chairman in 2016. He previously

served as deputy chairman and senior independent director of Inmarsat plc and as finance

director of a number of public companies (including Smith & Nephew plc, PowerGen plc, British

Steel plc and Corus Group plc) and as a non-executive chairman or director of several funds,

including Foreign & Colonial Investment Trust plc and JP Morgan Overseas Investment Trust plc. He

is a Fellow of the Institute of Chartered Accountants of England and Wales.

Eric Stobart

Eric Stobart joined the Board in 2019 and is Chairman of UEM’s Audit & Risk Committee. He has

spent most of his career in merchant and commercial banking, latterly as a senior executive at

Lloyds Banking Group. He was for 12 years chair of the investment committee of the £25.0bn

Lloyds Bank Pension Scheme as well as having been chair of the audit and risk committee of a

substantial investment management group. Currently he chairs or is a deputy chair of the trustee

board of three pension schemes with combined assets of some £2.3bn. Mr Stobart is a chartered

accountant with an MBA from London Business School.

All the Directors are independent and are members of the Audit & Risk Committee, Remuneration Committee and Management Engagement Committee

* As at the date of this report, Ms Nadya Wells is not yet a Director but the Board has approved her appointment as a Director with effect from 1 September 2024.

Nadya Wells*

Nadya Wells will join the Board on 1 September 2024. She has over 25 years’ emerging and frontier

markets experience as a long term investor and governance specialist. She spent 13 years with the

Capital Group as a portfolio manager and analyst with a focus on global emerging markets. Prior to

that she was a portfolio manager at Invesco Asset Management investing in public and private equity.

She is currently a non-executive director of Hansa Investment Company Limited and Barings Emerging

EMEA Opportunities plc as well as unlisted SICAVs in Luxembourg, managed by abrdn and M&G. She

has an MBA from INSEAD.

Utilico Emerging Markets Trust plc

The Directors present the Annual Report and Accounts

of the Company for the year ended 31 March 2024.

Status of the Company

UEM was incorporated on 7 December 2017. On 3 April

2018, as a result of the proposals to redomicile UEM

Limited to the United Kingdom, the shareholders of

UEM Limited exchanged all their shares in UEM Limited

for shares in the Company on a one for one basis

and UEM Limited became a wholly owned subsidiary

of the Company. All the assets of UEM Limited were

transferred to the Company and UEM Limited was

dissolved on 7 March 2019. UEM’s shares are listed on

the premium segment of the Official List of the Financial

Conduct Authority and traded on the main market of

the London Stock Exchange.

UEM carries on business as an investment trust. It

has been approved by HM Revenue & Customs as an

investment trust in accordance with sections 1158 and

1159 of the Corporation Tax Act 2010, subject to the

Company continuing to meet the eligibility conditions.

The Directors are of the opinion that the Company has

conducted its affairs in a manner which will satisfy the

conditions for continued approval.

UEM is domiciled in the UK as an investment company

within the meaning of section 833 of the Companies Act

2006. It is not a close company and has no employees.

UEM is a member of the AIC in the UK.

The Alternative Investment Fund Managers

Directive (“AIFMD”)

The Company is an Alternative Investment Fund

(“AIF”) falling within the scope of, and subject to,

the requirements of the AIFMD. The Company has

appointed ICMIM, an English incorporated company

which is regulated by the FCA, as its AIFM, with sole

responsibility for risk management and ICM and ICMIM

jointly to provide portfolio management services.

The AIFMD requires certain information to be made

available to investors in AIFs before they invest and

requires that material changes to this information be

disclosed in the annual report of each AIF. An Investor

Disclosure Document, which sets out information

on the Company’s investment strategy and policies,

leverage, risk, liquidity, administration, management,

fees, conflicts of interest and other shareholder

information, is available on the Company’s website at

www.uemtrust.co.uk.

UEM also appointed JPMEL as its depositary service

provider. JPMEL’s responsibilities include general

oversight over the issue and cancellation of the

Company’s shares, the calculation of the NAV, cash

monitoring and asset verification and record keeping.

JPMEL receives an ad-valorem fee for its services of

2.0bps of the Company’s NAV up to £500m and 1.5bps

thereafter, subject to a minimum fee of £25,000 per

annum, payable monthly in arrears.

Fund Management Arrangements

In accordance with the Investment Management

Agreement (“IMA”), the Company pays to ICMIM and

ICM a management fee based on a tiered structure

comprising 1.0% of NAV up to £500m; 0.9% of NAV

above £500m up to £750m; 0.85% of NAV above £750m

up to £1,000m; and 0.75% of NAV above £1,000m. This

structure has been in place since 1 April 2021 and

replaced the previous arrangement which comprised

a management fee and a performance related fee.

The management fee is payable quarterly in arrears,

with such fee apportioned between ICMIM and ICM

as agreed by them. The IMA may be terminated on

not less than six months’ notice in writing and further

details of the amounts payable to ICMIM and ICM are

disclosed in note 4 to the accounts.

Under the IMA, ICMIM has been appointed as Company

Secretary.

The Board continually reviews the policies and

performance of the Investment Managers. The

Board’s philosophy and the Investment Managers’

approach are that the portfolio should consist of shares

considered attractive irrespective of their inclusion or

weighting in any index. The portfolio’s composition and

performance are likely, therefore, to be very different,

for example, from those of the MSCI EM total return

Index. Over the short term, there may be periods

of sharp underperformance or outperformance

compared with the index. Over the long term, the

Board expects the combination of the Company’s and

Investment Managers’ approach to result in a significant

degree of outperformance compared with the index.

The Board continues to believe that the appointment of

ICMIM and ICM on the terms agreed is in the interests

of shareholders as a whole.

Directors’ Report

Report and Accounts for the Year to 31 March 2024

Administration

The provision of accounting and administration services

has been outsourced to JPMorgan Chase Bank N.A. –

London Branch (the “Administrator”). The Administrator

provides financial and general administrative services to

the Company for an annual fee based on the Company’s

month end NAV (5 bps on the first £100m NAV, 3bps on

the next £150m NAV, 2bps on the next £250m NAV and

1.5bps on the next £500m NAV). The Administrator and

any of its delegates are also entitled to reimbursement

of certain expenses incurred by it in connection with

its duties. In addition, ICMIM has appointed Waverton

Investment Management Limited (“Waverton”) to

provide certain support services (including middle

office, market dealing and information technology

support services). Waverton is entitled to receive an

annual fee of 3bps of the Company’s NAV and the

Company reimburses ICMIM for its costs and expenses

incurred in relation to this agreement.

Annually, the Management Engagement Committee

considers the ongoing administrative requirements of

the Company and assesses the services provided.

Safe Custody Of Assets

During the year ended 31 March 2024, all listed and a

number of unlisted investments were held in custody

for the Company by JPMorgan Chase Bank N.A. –

London Branch (the “Custodian”). Operational matters

with the Custodian are carried out on the Company’s

behalf by ICMIM and the Administrator in accordance

with the IMA and the Administration Agreement. The

Custodian is paid a variable fee dependent on the

number of trades transacted and the location of the

securities held.

Financial Instruments

The Company’s financial instruments comprise its

investment portfolio, cash balances, bank borrowings

and debtors and creditors which arise directly from

its operations such as sales and purchases awaiting

settlement, and accrued income. The financial risk

management objectives and policies arising from its

financial instruments and the exposure of the Company

to risk are disclosed in note 26 to the accounts.

Dividends

A dividend of 2.15p per share was paid on 22 September

2023, 15 December 2023 and 28 March 2024. A

dividend of 2.15p per share was declared on 24 May

2024 and will be paid on 28 June 2024.

ISA and NMPI

UEM remains a qualifying investment under the

Individual Savings Account (ISA) regulations and it

is the intention of the Board to continue to satisfy

these regulations. Furthermore, the Company

currently conducts its affairs so that its shares can

be recommended by IFAs to ordinary retail investors

in accordance with the FCA’s rules in relation to non-

mainstream pooled investments and intends to

continue to do so for the foreseeable future.

Going Concern

The Board has reviewed the going concern basis

of accounting for the Company. The Company’s

assets consist substantially of equity shares in listed

companies and in most circumstances are realisable

within a short timescale. The Board has performed

a detailed assessment of the Company’s operational

risk and resources including its ability to meet its

liabilities as they fall due, by conducting stress tests and

scenarios which considered the impact of severe stock

market and currency volatility. This is set out in note 25

to the accounts. In light of this work and there being no

material uncertainties related to events or conditions

that may cast significant doubt about the ability of the

Company to continue as a going concern, the Board

has a reasonable expectation that the Company

has adequate resources to continue in operational

existence for a period of at least the next twelve months

from the date of approval of these financial statements.

Accordingly, the Board considers it appropriate to

continue to adopt the going concern basis in preparing

the accounts.

Directors

UEM currently has a Board of four non-executive

directors who oversee and monitor the activities of

the Investment Managers and other service providers

and ensure that the Company’s investment policy is

adhered to. The Board is supported by an Audit & Risk

Committee, a Management Engagement Committee

and a Remuneration Committee, which deal with

specific aspects of the Company’s affairs. The Corporate

Governance Statement, which is set out on pages 50 to

55, forms part of this Directors’ Report.

Utilico Emerging Markets Trust plc

The Directors have a range of business, financial and

asset management skills, as well as experience relevant

to the direction and control of the Company. Brief

biographical details of the members of the Board are

shown on page 43. All the Directors are independent.

All appointments to the Board and re-elections of

Directors are carried out in accordance with the

Companies Act 2006 and the Company’s Articles of

Association. The Company’s Articles of Association

provide that all the Directors retire each year. The

Board may also appoint Directors but any Director so

appointed must stand for election by the shareholders

at the next AGM. Accordingly, an ordinary resolution to

elect Ms Nadya Wells (whose appointment to the Board

as a Director will take effect on 1 September 2024) will

be put to shareholders at the next AGM to be held on

17 September 2024.

Directors’ Indemnity and Insurance

As at the date of this report, a deed of indemnity

has been entered into by the Company and each of

the Directors under which the Company has agreed

to indemnify each Director, to the extent permitted

by law, in respect of certain liabilities incurred as a

result of carrying out his/her role as a Director of the

Company. Each Director is indemnified against the

costs of defending any criminal or civil proceedings

or any claim by the Company or a regulator as they

are incurred provided that where the defence is

unsuccessful the Director must repay those defence

costs to the Company. The indemnities are qualifying

third party indemnity provisions for the purposes of the

Companies Act 2006.

UEM also maintains Directors’ and Officers’ liability

insurance which provides appropriate cover for any

legal action brought against the Directors.

Directors’ Interests

The Directors’ interests in the share capital of the

Company are disclosed in the Directors’ Remuneration

Report on page 58.

No Director was a party to, or had any interests in,

any contract or arrangement with the Company at any

time during the year or at the year end. There are no

agreements between the Company and the Directors

concerning compensation for loss of office.

A Director must avoid a situation where he/she has,

or can have, a direct or indirect interest that conflicts,

or possibly may conflict, with the Company’s interests.

The Directors have declared any potential conflicts of

interest to the Company, which are reviewed regularly

by the Board. The Directors have undertaken to advise

the Company Secretary and/or Chairman as soon as

they become aware of any potential conflicts of interest.

Share Capital

As at 31 March 2024 the issued share capital of the

Company and the total voting rights were 190,842,503

shares. As at the date of this report, the share capital of

the Company and total voting rights were 189,275,034

shares. There are no restrictions on the transfer of

securities in the Company and there are no special

rights attached to any of the shares.

Share Issues and Repurchases

UEM has the authority to purchase shares in the

market to be held in treasury or for cancellation and to

issue new shares for cash. During the year ended 31

March 2024 the Company purchased 11,369,753 shares

for cancellation. The current authority to repurchase

shares was granted to Directors on 19 September 2023

and expires at the conclusion of the next AGM. The

Directors are proposing that their authority to buy back

up to 14.99% of the Company’s shares for cancellation

or to be held in treasury and to issue new shares or sell

shares from treasury, be renewed at the forthcoming

AGM.

Tender Facility

At the Directors’ discretion, the Company can operate

a tender facility subject to certain limitations. The

tender facility is not expected to be made available

in circumstances where the annual compound

growth rate of the Company’s gross assets exceeds

10% or where the Company’s net assets total return

performance exceeds 10% in the relevant period. The

maximum number of shares which may be tendered

pursuant to the tender facility in any financial year

would be limited to 12.5% of the shares in issue at the

commencement of the relevant financial year, with any

excess tender requests being scaled back pro-rata.

The tender facility has not been operated to date by

the Company or previously by its predecessor, UEM

Limited.

Directors’ Report (continued)

Report and Accounts for the Year to 31 March 2024

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 2021 and shareholders will therefore have

further opportunities to vote on the continuation of the

Company in 2026 and every fifth AGM thereafter.

Substantial Share Interests

As at the date of this report, the Company had received

notification of the following holdings of voting rights:

Number of

held % held

City of London Investment

Management Company

Limited 28,672,553 15.2

Lazard Asset Management

LLC

18,737,825 9.9

Rathbone Investment

Management Limited

10,728,364 5.7

1607 Capital Partners, LLC 10,589,512 5.6

Ameriprise Financial, Inc. 10,127,839 5.4

UIL Limited 9,273,087 4.9

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.

Audit Information and Auditor

As required by section 418 of the Companies Act 2006,

the Directors who held office at the date of approval of

this Directors’ Report confirm that, so far as they are

aware, there is no relevant audit information of which

the Company’s auditor is unaware; and each Director

has taken all the steps that they ought to have taken as

a Director to make themselves aware of any relevant

audit information and to establish that the Company’s

auditor is aware of that information.

Listing Rule 9.8.4R

There are no instances where the Company is required

to make disclosures in respect of Listing Rule 9.8.4R

(information to be included in annual report and

accounts).

Articles of Association

Any amendments to the Company’s Articles of

Association must be made by special resolution.

Annual General Meeting

The following information to be discussed at the

forthcoming AGM is important and requires your

immediate attention. If you are in any doubt about the

action you should take, you should seek advice from

your stockbroker, bank manager, solicitor, accountant or

other financial adviser authorised under the Financial

Services and Markets Act 2000 (as amended).

If you have sold or transferred all of your shares in the

Company, you should pass this document, together

with any other accompanying documents including the

form of proxy, at once to the purchaser or transferee,

or to the stockbroker, bank or other agent through

whom the sale or transfer was effected, for onward

transmission to the purchaser or transferee.

The business of the AGM consists of 13 resolutions.

Resolutions 1 to 11 (inclusive) will be proposed as

ordinary resolutions and resolutions 12 and 13 will be

proposed as special resolutions.

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 2024 and the auditor’s report

thereon.

Utilico Emerging Markets Trust plc

Ordinary Resolution 2 – Approval of the Directors’

Remuneration Report

This resolution is an advisory vote on the Directors’

Remuneration Report.

Ordinary Resolution 3 – Approval of the Company’s

dividend policy

This resolution seeks shareholder approval of the

Company’s dividend policy to pay four interim

dividends per year. Under the Company’s Articles of

Association, the Board is authorised to approve the

payment of interim dividends without the need for

the prior approval of the Company’s shareholders.

Having regard to corporate governance best practice

relating to the payment of interim dividends without

the approval of a final dividend by a company’s

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

authorising any further interim dividends until such

time as the Company’s dividend policy is approved by

its shareholders.

Ordinary Resolutions 4 to 8 (inclusive) – Re-election

and election of the Directors

The biographies of the Directors are set out on page 43

and are incorporated into this report by reference.

Resolution 4 relates to the re-election of Mr John

Rennocks. Mr Rennocks’ leadership of the Board as

Chairman draws on his long and varied experience

on the boards of many public limited companies

and investment companies. His focus is on long-

term strategic issues, which are key topics of Board

discussion.

Resolution 5 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.

Resolution 6 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 7 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

Chairman.

Resolution 8 relates to the election of Ms Nadya Wells.

As referred to in the Chairman’s Statement, Ms Wells

has been appointed a Director with effect from

1 September 2024. Ms Wells brings to the Board a

wealth of experience in investment management,

emerging markets and investment companies.

Ordinary Resolutions 9 and 10 – Appointment of the

external Auditor and the Auditor’s Remuneration

These resolutions relate to the 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.

Resolutions relating to the following items of special

business will be proposed at the forthcoming AGM:

Ordinary Resolution 11 – 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 £189,275 per annum, which is

equivalent to 18,927,500 ordinary shares of 1p each and

Directors’ Report (continued)

Report and Accounts for the Year to 31 March 2024

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 2025 unless renewed prior to

that date at an earlier general meeting.

Special Resolution 12 – 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 £189,275 which is equivalent to

18,927,500 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 2025

unless renewed prior to that date at an earlier general

meeting.

Special Resolution 13 – Authority to buy back shares

This resolution seeks to renew the authority granted

to the Directors enabling the Company to purchase

its own shares. The Directors will only consider

repurchasing shares in the market if they believe it

to be in shareholders’ interests and as a means of

correcting any imbalance between supply and demand

for the Company’s shares.

The Directors are seeking authority to purchase up

to 28,370,000 ordinary shares (being approximately

14.99% of the issued ordinary share capital (excluding

treasury shares) as at the date of the Notice of the

AGM). This authority, unless renewed at an earlier

general meeting, will expire at the conclusion of the

next AGM of the Company to be held in 2025.

Any shares purchased pursuant to this resolution

shall be cancelled immediately upon completion of

the purchase or held, sold, transferred or otherwise

dealt with as treasury shares in accordance with the

provisions of the Companies Act 2006.

Recommendation

The Board considers that each of the resolutions to be

proposed at the AGM is likely to promote the success

of the Company for the benefit of its members as a

whole and is in the best interests of the Company and

its shareholders as a whole. The Directors unanimously

recommend that shareholders vote in favour of all the

resolutions as they intend to do in respect of their own

beneficial holdings.

By order of the Board

Alastair Moreton

For and on behalf of

ICM Investment Management Limited

Company Secretary

14 June 2024

Utilico Emerging Markets Trust plc

All independent NEDs

Chairman:

Eric Stobart

All independent NEDs

Chairman:

John Rennocks

The Board as a whole

performs this function

All independent NEDs

Chairman:

Mark Bridgeman

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.

Corporate Governance Statement

Four Non-Executive Directors (NEDS)

Chairman: John Rennocks

Senior Independent Director: Mark Bridgeman

Audit & Risk

Committee

Management

Engagement

Committee

Nomination

Committee

Remuneration

Committee

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 Board

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.

Report and Accounts for the Year to 31 March 2024

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 July 2018.

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 Code of Corporate

Governance (the “AIC Code”) issued in February 2019,

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 LR9.8.6 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 2024, 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

Report, the Chairman of the Board is also a member

of the Audit & Risk Committee, as permitted by the AIC

Code.

Information on how the Company has applied the

principles of the AIC Code and the UK Code is set out

below.

The Board

The Board is responsible to shareholders for the

overall stewardship of the Company. A formal schedule

of matters reserved for the decision of the Board has

been adopted. Investment policy and strategy are

determined by the Board and it is also responsible for

the gearing policy, dividend policy, public documents,

such as the Annual Report and Financial Statements,

the buy-back policy and corporate governance

matters. In order to enable the Directors to discharge

their responsibilities effectively, the Board has full and

timely access to relevant information.

The Board meets at least quarterly, with additional

Board and Committee meetings being held on an ad

hoc basis to consider particular issues as they arise.

Key representatives of the Investment Managers

attend each meeting and between these meetings

there is regular contact with the Investment Managers.

Two board meetings a year are usually held in

countries where the Company holds investments

and, as part of its monitoring and risk management

responsibilities, the Board will meet with investee

companies and local experts.

The Board has direct access to the advice and

services of the company secretary, who is an

employee of ICMIM. The company secretary, with

advice from the Company’s lawyers and financial

advisers, is responsible for ensuring that the Board

and Committee procedures are followed and that

applicable rules and regulations are complied with.

The company secretary is also responsible to the

Board for ensuring timely delivery of information

and reports and that the statutory obligations of

the Company are met. The company secretary is

responsible for advising the Board, through the

Chairman, on all governance matters.

There is an agreed procedure for Directors, in the

furtherance of their duties, to take legal advice at the

Company’s expense, having first consulted with the

Chairman.

Utilico Emerging Markets Trust plc

During the year, none of the Directors took on any significant new commitments or appointments. All of the

Directors consider that they have sufficient time to discharge their duties.

There were four Board meetings, three Audit & Risk Committee meetings, one Management Engagement

Committee meeting and one Remuneration Committee meeting held during the year ended 31 March 2024 and the

attendance by the Directors was as follows:

Board

Audit & Risk

Committee

Management

Engagement

Committee

Remuneration

Committee

Number of meetings held during the year 4 3 1 1

John Rennocks 4 3 1 1

Mark Bridgeman 4 3 1 1

Susan Hansen 2/2 n/a n/a n/a

Isabel Liu 3 2 1 1

Eric Stobart 4 3 1 1

Apart from the meetings detailed above, there were a

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

independent 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 59.

Management Engagement Committee

The Management Engagement Committee, which

is chaired by Mr Rennocks, comprises all the

independent 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 2024, 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 Mr

Bridgeman, comprises all the independent Directors

of the Company. Further details are provided in the

Directors’ Remuneration Report on page 56.

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.

Corporate Governance Statement (continued)

Report and Accounts for the Year to 31 March 2024

The Board meets regularly, at least four times a year.

It reviews financial reports and performance against

relevant stock market criteria and the Company’s peer

group, amongst other things.

The effectiveness of the Company’s system of

internal controls, including financial, operational and

compliance and risk management systems is reviewed

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

2024 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

the Board, including the balance of expertise and

skills brought by individual Directors. It supports the

principles of boardroom diversity, including gender

and ethnicity, progressive refreshing and succession

planning and such matters are discussed by the Board

as a whole at least annually.

The Company’s policy is that the Board should

be comprised of directors with a diverse range of

skills, knowledge and experience and that any new

appointments should be made on the basis of merit

against objective criteria, including diversity. The

Listing Rules, requires companies to report against the

following three diversity targets:

(i) at least 40% of individuals on the board are

women;

(ii) at least one of the senior board positions (defined

in the Listing Rules as the chair, CEO, Senior

Independent Director ("SID") and CFO) is held by a

woman; and

(iii) at least one individual on the board is from a

minority ethnic background

As at 31 March 2024, UEM complies with target (iii).

As referred to in the Chairman’s Statement, following

the appointment of Ms Nadya Wells to the Board, UEM

will also comply with target (i) from 1 September 2024.

The Company only has two of the senior roles specified

by the Listing Rules, that is the position of chair and

SID. Both these roles were occupied by men as at

31 March 2024. However, as set out in the Chairman's

Statement, with Isabel Liu taking on the role of SID at

the end of 2024, UEM will comply with target (ii) from

1 January 2025.

The Board has chosen to align its diversity reporting

reference date with the Company’s financial year end.

As required by the Listing Rules, further details in

relation to the three diversity targets are set out in

the tables on page 54. The information was obtained

by asking each of the Directors how they wished to be

categorised for the purposes of these disclosures:

Utilico Emerging Markets Trust plc

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 his colleagues, 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.

The Board opted to conduct performance evaluation

through questionnaires and discussion between

the Directors, the Chairman and the chairmen

31 March 2024

Number of

Board Members

Percentage of

the Board

Number of senior positions

on the Board (CEO, CFO,

SID, Chair)

Men 3 75% 2

Women 1 25%

1 This percentage will be 40% from 1 September 2024 - see page 53

2 This number will be 1 from 1 January 2025 - see page 53

31 March 2024

Number of

Board Members

Percentage of

the Board

Number of Senior

Positions on the Board

(CEO, CFO, SID, Chair)

White British or other White (including

minority-white groups) 2 50% 2

Mixed/Multiple Ethnic Groups – – –

Asian/Asian British 1 25% 0

Black/African/Caribbean/Black British – – –

Other ethnic group, including Arab – – –

Not specified/prefer not to say 1 25% –

1 This number will be 1 from 1 January 2025 - see page 53

Corporate Governance Statement (continued)

Report and Accounts for the Year to 31 March 2024

of the Committees. This process is conducted by

the Chairman reviewing individually with each of

the Directors their performance, contribution and

commitment to the Company and the possible

further development of skills. In addition, the Senior

Independent Director reviews the performance of the

Chairman with the other Directors, taking into account

the views of the Investment Managers. The relevant

points arising from these meetings are then reported

to, and discussed by, the Board as a whole.

This process has been carried out in respect of the

period under review and will be conducted on an

annual basis. The result of this period’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.

It is not felt appropriate currently to employ the

services of, or to incur the additional expense of, an

external third party to conduct the evaluation process

as an appropriate process is in place; this will, however,

be kept under review.

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 calculation and publication,

via a Regulatory Information Service, of the NAV of

the Company’s shares and by monthly factsheets

produced by the Investment Managers.

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. General presentations to institutional

shareholders and analysts follow the publication of the

annual results. All meetings between the Investment

Managers and institutional and other shareholders are

reported to the Board.

The Chairman, Senior Independent Director and

other Directors are available to discuss any concerns

with shareholders if required and shareholders may

communicate with the Company at any time by writing

to the Board at the Company’s registered office or

contacting the Company’s broker.

By order of the Board

ICM Investment Management Limited

Company Secretary

14 June 2024

Utilico Emerging Markets Trust plc

Directors’ Remuneration Report

Statement of

the Chairman

As Chairman 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. An ordinary resolution

for the approval of this report will therefore be put to

shareholders at the Company’s forthcoming AGM.

The law requires the Company’s auditor to audit certain

parts of the disclosures provided. Where disclosures

have been audited, they are indicated as such. The

auditor’s opinion is included in their report starting on

page 63.

The Remuneration Committee is responsible for

reviewing and making recommendations to the Board in

respect of the fees of Directors. In line with the AIC Code,

it reviews the ongoing appropriateness of the Company’s

remuneration policy and the individual remuneration of

Directors by reference to the activities of the Company

and in comparison with other companies of a similar

structure and size. Any views expressed by shareholders

on the fees being paid to Directors will also be taken into

consideration. Following recommendations from the

Remuneration Committee, the Board reviews the fees

payable to the Chairman and Directors annually. There

were no changes to the remuneration policy during the

year.

All the Directors invest the full amount of their fees (net of

tax) in the shares of the Company. The review in respect

of the year ending 31 March 2025 has resulted in the

increases being applied to the annual fees as detailed in

the table below.

Year ending 31 March

2025

£’000s

2024*

£’000s

Chairman 54.0 52.5

Chairman of the Audit & Risk

Committee 50.5 49.1

Directors 40.0 38.9

*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 currently set by the

Company’s Articles, which limit the aggregate fees

payable to the Board of Directors to a total of £250,000

per annum.

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

chairman 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 the monetary amount (net of

tax) is used by the Directors to purchase shares in the

Company quarterly in arrears. 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 at the AGM of the Company held

on 19 September 2023. Of the votes cast, 99.94% were

in favour and 0.06% were against; this resolution will be

put to shareholders again this year. In accordance with

the Companies Act 2006, the Company is required to

seek shareholder approval for its remuneration policy

on a triennial basis and a binding resolution was last put

to shareholders at the AGM held on 20 September 2022.

Of the votes cast, 99.94% were in favour and 0.06%

were against. A resolution to approve the remuneration

policy will be put to shareholders at the AGM in 2025.

Mark Bridgeman

Chairman of the

Remuneration Committee

Report and Accounts for the Year to 31 March 2024

Director

2023/24

purchased

2023/24

Entitlement

2023/24

Taxable

benefits

2023/24

Total

2022/23

purchased

2022/23

Entitlement

2022/23

Taxable

benefits

2022/23

Total

John Rennocks

(Chairman) 12,862 52,500 – 52,500 12,982 50,000 – 50,000

Mark Bridgeman 10,181 38,900 176 39,076 9,819 37,000 451 37,451

Susan Hansen

8,029 18,153 1,000 19,153 17,340 37,000 1,000 38,000

Isabel Liu 12,491 38,900 – 38,900 12,432 37,000 – 37,000

Anthony Muh

– – – – 8,191 17,409 1,000 18,409

Eric Stobart 11,808 49,100 – 49,100 11,933 46,725 – 46,725

Totals 55,371 197,553 1,176 198,729 72,697 225,134 2,451 227,585

1 All the shares were purchased in the market, using the net fee entitlement after applicable tax deductions of each director, as set out in note 1(j) to

the accounts

2 The Directors’ entitlement to fees is calculated in arrears

3 Taxable benefits comprise amounts reimbursed for expenses incurred in carrying out business for the Company

4 Retired 19 September 2023

5 Retired 20 September 2022

6 There were no payments to third parties included in the fees referred to in the table above. There are no further fees to disclose as the Company

has no employees, chief executive or executive directors.

Directors’ Annual Report on Remuneration (Audited)

A single figure for the total remuneration of each Director who served during the year ended 31 March 2024 is set out

in the table below.

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

2024 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

2024

£’000s

2023

£’000s

Change

£’000s

Aggregate Directors’

emoluments

198 225 (27)

Aggregate dividends 16,673 17,239 (566)

Aggregate share buybacks 25,397 27,159 (1,762)

Annual Percentage Change in Directors’

Remuneration

The following table sets out the annual percentage

change in Directors’ remuneration compared to the

previous year.

Year ended

31March

2024

Fees

2023

Fees

2022

Fees

2021

Fees

John Rennocks 5.0 5.0 3.5 0.0

Mark Bridgeman 5.1 5.1 n/a n/a

Susan Hansen 5.1 5.1 3.5 0.0

Isabel Liu 5.1 5.1 n/a n/a

Eric Stobart 5.1 5.0 3.5 0.0

Utilico Emerging Markets Trust plc

Total Return Comparative Performance

from 31 March 2014 to 31 March 2024

Source: ICM and BloombergRebased to 100 as at 31 March 2014

MSCI Emerging Markets total return Index (GBP adjusted)

UEM ordinary share price total return adjusted

for the exercise of subscription shares

Mar 24Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16Mar 15Mar 14

100

120

140

160

180

200

220

Directors’ Beneficial Share Interests (Audited)

The beneficial shareholdings of the Directors who

served during the year are set out below:

As at 31 March

14 June

2024

31 March

2024

31 March

2023

John Rennocks

169,808 166,537 208,227

Mark Bridgeman 26,074 22,744 15,019

Susan Hansen n/a 166,429

162,150

Isabel Liu

35,721 35,721 20,348

Eric Stobart

73,000 69,750 60,000

1 Including 5,882 shares held by Mrs Rennocks

2 The shares are held by Ms Liu's husband, Mak Lo Chiu

3 As at 19 September 2023, the date Ms Hansen retired from the

Board

4 Including 5,500 shares held by Mrs Stobart

Company Performance

Including the performance of UEM Limited, the graph

below compares, for the ten years ended 31 March 2024,

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 total return Index. The MSCI EM total return Index

has been used as the Company invests across a broad

spread of emerging markets.

On behalf of the Board

Mark Bridgeman

Chairman of the Remuneration Committee

14 June 2024

Directors’ Remuneration Report (continued)

Report and Accounts for the Year to 31 March 2024

As Chairman of the Audit & Risk

Committee, I am pleased to

present the Committee’s report

to shareholders for the year

ended 31 March 2024.

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 2024, the Audit & Risk

Committee consisted of all the independent Directors

of the Company. It is considered that there is a range of

recent and relevant financial experience amongst the

members of the Audit & Risk Committee together with

experience of the investment trust sector.

In light of the Chairman of the Board’s relevant

financial experience, his continued independence and

his valued contributions in Committee meetings, the

Audit & Risk Committee considers it appropriate that

he is a member.

Responsibilities and Review of the External

Audit

During the year the principal activities of the Audit &

Risk Committee included:

• considering and recommending to the Board for

approval the contents of the half yearly and annual

financial statements and reviewing the external

auditor’s report;

• management of the relationship with the external

auditor, including its appointment and the

evaluation of scope, execution, cost effectiveness,

independence and objectivity;

• reviewing and approving the external auditors’

plan for the financial year, with a focus on

the identification of areas of audit risk, and

consideration of the appropriateness of the level

of audit materiality adopted;

• reviewing and recommending to the Board for

approval the audit and non-audit fees payable

to the external auditor and the terms of its

engagement;

• evaluation of reports received from the external

auditor with respect to the annual financial

statements and its review of the half-yearly report;

• reviewing the efficacy of the external audit process

and making a recommendation to the Board with

respect to the reappointment of the external

auditor;

• evaluation of the effectiveness of the internal

control and risk management systems including

reports received on the operational controls of the

Company’s service providers and reports from the

Company’s depositary;

• reviewing the appropriateness of the Company’s

accounting policies; and

• monitoring developments in accounting and

reporting requirements that impact on the

Company’s compliance with relevant statutory and

listing requirements.

Audit & Risk Committee Report

Eric Stobart, FCA

Chairman of the Audit &

Risk Committee

Utilico Emerging Markets Trust plc

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. The Audit & Risk

Committee reviews the annual internal control reports produced by the Investment Managers

and Administrator which detail the systems, processes and controls around the daily pricing of

the securities.

Value of the level 3

investments

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 Audit & Risk Committee receives detailed information on all level 3 investments and it

discusses and challenges the valuations with the Investment Managers. It considers market

comparables and discusses any proposed revaluations with the Investment Managers.

Auditor and Audit Tenure

KPMG LLP has been the auditor of the Company since

2018 and prior to that, auditor of UEM Limited since

2012. Listed companies are required to tender the

external audit at least every ten years and change

auditor at least every twenty years. The Company will

be required to tender the external audit no later than

for the year ending 31 March 2028. The audit partner

has rotated regularly. Ms Bano Sheikh was appointed

the lead audit partner this year and her predecessor,

Mr John Waterson, acted as audit partner since 2020.

The Audit & Risk Committee has considered the

independence of the auditor and the objectivity of the

audit process and is satisfied that KPMG 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 KPMG amounted to £nil

for the year ended 31 March 2024 (2023: £nil).

The partner and manager of the audit team at

KPMG presented their audit plan to the Audit & Risk

Committee in advance of the financial year end. Items

of audit focus were discussed, agreed and given

particular attention during the audit process. KPMG

reported to the Audit & Risk Committee on these

items, their independence and other matters. This

report was considered by the Audit & Risk Committee

and discussed with KPMG and the Investment

Managers prior to approval of the annual financial

report.

Members of the Audit & Risk Committee meet in

camera with the external auditor at least annually.

Accounting Matters and Significant Areas

For the year ended 31 March 2024 the accounting

matters that were subject to specific consideration by

the Audit & Risk Committee were as follows:

The Audit & Risk Committee reviewed the external audit plan at an early stage and concluded that the appropriate

areas of audit risk relevant to the Company had been identified and that suitable audit procedures had been

put in place to obtain reasonable assurance that the financial statements as a whole would be free of material

misstatements.

As a result, and following a thorough review process, the Audit & Risk Committee advised the Board it is

satisfied that, taken as a whole, the annual financial report for the year to 31 March 2024 is fair, balanced and

understandable and provides the information necessary for shareholders to assess the Company’s performance,

business model and strategy. In reaching this conclusion, the Audit & Risk Committee has assumed that the reader

of the report would have a reasonable level of knowledge of the investment company industry.

Audit & Risk Committee Report (continued)

Report and Accounts for the Year to 31 March 2024

External Audit, Review of its Effectiveness and

Auditor Reappointment

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 Audit & Risk

Committee and relevant personnel at the Investment

Managers is followed and feedback is provided to

KPMG. 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, second director oversight 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 Audit & Risk Committee and partner

rotation; and

• reasonableness of the audit fees.

For the year ended 31 March 2024, the Audit & Risk

Committee is satisfied that the audit process was

effective.

Resolutions proposing the reappointment of KPMG as

the Company’s auditor and authorising the Directors

to determine its remuneration will be put to the

shareholders at the forthcoming AGM.

Internal Controls and Risk Management

UEM’s risk assessment procedures and the way in

which significant risks are managed is a key area of

focus for the Audit & Risk Committee. Work here was

driven by the Audit & Risk Committee’s assessment

of the risks arising in the Company’s operations and

identification of the controls exercised by the Board

and its delegates, the Investment Managers, the

Administrator and other service providers. These

are recorded in risk matrices produced by ICMIM,

as the Company’s AIFM with responsibility for risk

management, which continue to serve as an effective

tool to highlight and monitor the principal risks, details

of which are provided in the Strategic Report on pages

35 to 37. It also received and considered, together with

representatives of the Investment Managers, reports in

relation to the operational controls of the Investment

Managers, Administrator and Custodian. These reviews

identified no issues of significance.

Whistleblowing Policy

The Committee has also reviewed and accepted the

‘whistleblowing’ policy that has been put in place by

the Investment Managers under which their staff,

in confidence, can raise concerns about possible

improprieties in matters of financial reporting or other

matters, in so far as they affect the Company.

Internal Audit

Due to the nature of the Company, being an externally

managed investment company with no executive

employees, the Company does not have its own

internal audit function. The Committee and the Board

have concluded that there is no current need for such

a function, based on the satisfactory operation of

controls within the Company’s service providers.

Eric Stobart

Chairman of the Audit & Risk Committee

14 June 2024

Utilico Emerging Markets Trust plc

The Directors are responsible for preparing the Annual

Report and financial statements in accordance with

applicable United Kingdom 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 and the Companies

Act 2006.

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 estimates that are

reasonable, relevant and reliable;

• state whether they have been prepared in

accordance with UK adopted International

Accounting Standards and of the Companies Act

2006;

• assess the Company’s ability to continue as a

going concern, disclosing, as applicable, matters

related to going concern; and

• use the going concern basis of accounting unless

they either intend to liquidate the Company or to

cease operations, or have no realistic alternative

but to do so.

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 responsible for such internal controls

as they determine are necessary to enable the

preparation of financial statements that are free from

material misstatement, whether due to fraud or error,

and have general responsibility for taking such steps as

are reasonably open to them to safeguard the assets

of the Company and to prevent and detect fraud and

other irregularities.

Under applicable law and regulations, the Directors

are also responsible for preparing a Strategic Report,

Directors’ Report, Directors’ Remuneration Report and

Corporate Governance Statement that complies with

that law and those regulations.

In accordance with Disclosure Guidance and

Transparency Rule 4.1.14R, the financial statements

will form part of the annual financial report prepared

using the single electronic reporting format under

the TD ESEF Regulation. The auditor’s report on these

financial statements provides no assurance over the

ESEF format.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information

included on the Company’s website, which is

maintained by the Company’s Investment Managers.

Legislation in the UK governing the preparation and

dissemination of financial statements may differ from

legislation in other jurisdictions.

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 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 14 June 2024 and signed on

its behalf by:

John Rennocks

Chairman

Directors’ Statement of Responsibilities

in respect of the Annual Report and Financial Statements

Report and Accounts for the Year to 31 March 2024

1. Our opinion is unmodified

We have audited the financial statements of Utilico

Emerging Markets Trust plc (“the Company”) for the

year ended 31 March 2024 which comprise the

Statement of Comprehensive Income, Statement of

Changes in Equity, Statement of Financial Position,

Statement of Cash Flows and the related notes,

including the accounting policies in note 1.

In our opinion the financial statements:

— give a true and fair view of the state of Company’s

affairs as at 31 March 2024 and of its return 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.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (“ISAs (UK)”)

and applicable law. Our responsibilities are described

below. We believe that the audit evidence we have

obtained is a sufficient and appropriate basis for our

opinion. Our audit opinion is consistent with our report

to the Audit and Risk Committee.

We were first appointed as auditor by the Directors on 7

February 2018. The period of total uninterrupted

engagement is for the six financial years ended 31

March 2024. We have fulfilled our ethical

responsibilities under, and we remain independent of

the Company in accordance with, UK ethical

requirements including the FRC Ethical Standard as

applied to listed public interest entities. No non-audit

services prohibited by that standard were provided.

Independent

auditor’s report

to the members of Utilico Emerging Markets Trust plc

Overview

Materiality:

financial

statements as a

whole

£5.2m (2023:£5.5m)

1% (2023: 1%) of total assets

Key audit matters vs 2023

Recurring risks Valuation of certain

Level 3 Investments

◄►

Carrying amount of non

– derivative Level 1

Investments

◄►

Utilico Emerging Markets Trust plc

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements

and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, 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. We summarise below the key audit matters (unchanged from 2023), in decreasing order of audit significance, in

arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest

entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the

context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and

consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.

The risk Our response

Valuation of certain level 3

investments

(Certain specific investments within the

total of level 3 investments of £23.1

million; 2023: £58.7million)

Refer to page 59 (Audit Committee

Report), page 73 (accounting policy),

pages 78 to 80 and 87 to 90 (financial

disclosures).

Subjective Valuation

4.4% (2023: 10.7%) of the Company’s

total assets (by value) is held in

investments where no quoted market

price is available. Level 3 investments

are measured at fair value, which is

established in accordance with the

International Private Equity and

Venture Capital Valuation Guidelines

by using measurements of value such

as prices of recent orderly

transactions, milestone analysis,

revenue multiples and valuing fund

interest by reference to their reported

Net Asset Value.

There is a significant risk over the

judgements and estimates inherent in

the valuation of certain unlisted

investments and therefore this is one

of the key areas that our audit has

focused on. The effect of this matter is

that, as part of our risk assessment, we

determined that certain level 3

investment valuations have a high

degree of estimation uncertainty, with

a potential range of reasonable

outcomes greater than our materiality

for the financial statements as a whole.

The factors considered in assessing

which unlisted investments were

subject to significant risk included the

quantum of the individual investment,

performance of the investment,

nature of the asset held as well as the

estimation uncertainty of the

methodology and inputs used.

We assessed that the level of risk

associated with this matter has

decreased in the year as the quantum

of the balance has decreased from

prior year.

The quantum of the investments

subject to the significant risk is

£10.08m out of a total unlisted

investment balance of £23.1m.

The financial statements note 26(d)

discloses the range/sensitivity

estimated by the Company.

We performed the detailed tests below rather than seeking to

rely on controls, because the nature of the balance is such that

we would expect to obtain audit evidence primarily through

the detailed procedures described below:

Our procedures included:

— Methodology choice: In the context of observed industry

best practice and the provisions of the International

Private Equity and Venture Capital Valuation Guidelines,

we challenged the appropriateness of the valuation basis

selected;

— Our valuation experience: We challenged the investment

manager on key judgements affecting investee company

valuations, such as discount factors and the basket of peer

group multiples. We compared key underlying financial

and operational data inputs to external sources and

management information as applicable. We challenged

the assumptions around sustainability of revenue based

on the plans of the investee company and whether these

are achievable. We also obtained an understanding of

existing and prospective investee company cash flows. For

the valuation of the loan balance, we reviewed the

underlying agreements and assessed the recoverability of

the loan. Our work included consideration of events which

occurred subsequent to the year end up until the date of

the audit report.

— Comparing valuations: Where a recent transaction has

been used to value a holding, we obtained an

understanding of the circumstances surrounding the

transaction and vouched the price to supporting

documentation. We also assessed whether subsequent

changes or events such as market or entity specific factors

would imply a change in value;

— Assessing transparency: We considered the

appropriateness, in accordance with relevant accounting

standards, of the disclosures in respect of certain Level 3

investments and the effect of changing one or more inputs

to reasonably possible alternative valuation assumptions

Our results:

— We found the Company’s valuation of certain Level 3

investments to be acceptable (2023: acceptable).

Report and Accounts for the Year to 31 March 2024

3. Our application of materiality and an overview of

the scope of our audit

Materiality for the financial statements as a whole was

set at £5.2m (2023: £5.5m), determined with reference

to a benchmark of total assets, of which it represents 1%

(2023: 1%).

In line with our audit methodology, our procedures on

individual account balances and disclosures were

performed to a lower threshold, performance

materiality, so as to reduce to an acceptable level the

risk that individually immaterial misstatements in

individual account balances add up to a material amount

across the financial statements as a whole. Performance

materiality was set at 75% (2023 : 75%) of materiality for

the financial statements as a whole, which equates to

£3.9m (2023 : £4.1m). We applied this percentage in our

determination of performance materiality because we

did not identify any factors indicating an elevated level

of risk.

In addition, we applied materiality of £0.9m (2023:

£1.0m) and performance materiality of £0.7m (2023:

£0.8m) to investment and other income, for which we

believe misstatements of lesser amounts than

materiality for the financial statements as a whole could

reasonably be expected to influence the Company’s

members’ assessment of the financial performance of

the Company.

We agreed to report to the Audit and Risk Committee

any corrected or uncorrected identified misstatements

exceeding £0.26m (2023: £0.27m), or £0.05m in relation

to investment and other income (2023: £0.1m) in

addition to other identified misstatements that

warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the

materiality and performance materiality levels specified

above and was performed by a single audit team.

The scope of the audit work performed was fully

substantive as we did not rely upon the Company’s

internal control over financial reporting.

Total Assets

£529.0m (2023: £547.5m)

Materiality

£5.2m (2023: £5.5m)

£5.2m

Whole financial

statements

materiality (2023:

£5.5m)

£3.9m

Whole financial

statements performance

materiality (2023: £4.1m)

£0.9m

Investment and other income

materiality

(2023: £1.0m)

£0.26m

Misstatements

reported to the

Audit and Risk committee (2023:

£0.27m)

2. Key audit matters: our assessment of risks of material misstatement (continued)

The risk Our response

Carrying amount of non-derivative

Level 1 investments

(£487.6m; 2023: £483.1m)

Refer to page 59 (Audit Committee

Report), page 73 (accounting policy),

pages 78 to 80 and 90 (financial

disclosures).

Low risk, high value:

The Company’s portfolio of non-derivative

Level 1 investments makes up 92.2% (2023:

88.2%) of the Company’s total assets by

value and is considered to be one of the key

drivers of results. We do not consider these

investments to be at a high risk of significant

misstatement, or to be subject to a

significant level of judgement because they

comprise liquid, quoted investments.

However, due to their materiality in the

context of the financial statements as a

whole, they are considered to be one of the

areas which had the greatest effect on our

overall audit strategy and allocation of

resources in planning and completing our

audit.

We performed the detailed tests below rather than

seeking to rely on controls, because the nature of

the balance is such that detailed testing is

determined to be the most effective manner of

obtaining audit evidence.

Our procedures included:

— Tests of detail: Agreed the valuation of 100% of

non-derivative Level 1 investments in the

portfolio to externally quoted prices; and

— Enquiry of custodians: All investments in non-

derivative level 1 investments were agreed to

independently received third party

confirmations from investment custodians.

Our results

— We found the carrying amount of non-derivative

Level 1 investments to be acceptable (2023:

acceptable).

Total Assets Materiality

Utilico Emerging Markets Trust plc

4. Going concern

The directors have prepared the financial statements on the

going concern basis as they do not intend to liquidate the

Company or to cease its operations, and as they have concluded

that the Company’s financial position means that this is realistic.

They have also concluded that there are no material

uncertainties that could have cast significant doubt over its

ability to continue as a going concern for at least a year from the

date of approval of the financial statements (“the going concern

period”).

We used our knowledge of the Company, its industry, and the

general economic environment to identify the inherent risks to

its business model and analysed how those risks might affect the

Company’s financial resources or ability to continue operations

over the going concern period. The risks that we considered most

likely to adversely affect the Company’s available financial

resources and its ability to operate over this period were:

— The impact of a significant reduction in the valuation of

investments;

— The liquidity of the investment portfolio and its ability to

meet the liabilities of the Company as and when they fall due;

— The operational resilience of key service organisations.

We considered whether these risks could plausibly affect the

liquidity in the going concern period by assessing the degree of

downside assumption that, individually and collectively, could

result in a liquidity issue, taking into account the Company’s

liquid investment position (and the results of their stress testing).

We considered whether the going concern disclosure in note 1

and 25 of the financial statements gives a full and accurate

description of the Directors’ assessment of going concern,

including the identified risks and related sensitivities.

Our conclusions based on this work:

— we consider that the Directors’ use of the going concern basis

of accounting in the preparation of the financial statements is

appropriate;

— we have not identified, and concur with the Directors’

assessment that there is not, a material uncertainty related

to events or conditions that, individually or collectively, may

cast significant doubt on the Company's ability to continue as

a going concern for the going concern period;

— we have nothing material to add or draw attention to in

relation to the Directors’ statement in note 1 and note 25 to

the financial statements on the use of the going concern

basis of accounting with no material uncertainties that may

cast significant doubt over the Company’s use of that basis

for the going concern period, and we found the going

concern disclosure in note 1 and note 25 to be acceptable;

and

— the related statement under the Listing Rules set out on page

45 is materially consistent with the financial statements and

our audit knowledge.

However, as we cannot predict all future events or conditions

and as subsequent events may result in outcomes that are

inconsistent with judgements that were reasonable at the time

they were made, the above conclusions are not a guarantee that

the Company will continue in operation.

5. Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to

fraud

To identify risks of material misstatement due to fraud (“fraud risks”)

we assessed events or conditions that could indicate an incentive or

pressure to commit fraud or provide an opportunity to commit fraud.

Our risk assessment procedures included:

— Enquiring of Directors as to the Company’s high-level policies and

procedures to prevent and detect fraud, as well as whether they

have knowledge of any actual, suspected or alleged fraud;

— Assessing the segregation of duties in place between the

Directors, the Administrator and the Company’s Investment

Manager; and

— Reading Board and Audit and Risk Committee minutes.

We communicated identified fraud risks throughout the audit team

and remained alert to any indications of fraud throughout the audit.

As required by auditing standards, we perform procedures to address

the risk of management override of controls, in particular to the risk

that management may be in a position to make inappropriate

accounting entries and the risk of bias in accounting estimates and

judgements such as the valuation of level 3 investments. We evaluated

the design and implementation of the relevant controls over journal

entries and other adjustments and made inquiries of the Administrator

about inappropriate or unusual activity relating to the processing of

journal entries and other adjustments. Based on these procedures, we

selected journal entries for testing, which included material post-

closing journal entries.

On this audit we have rebutted the fraud risk related to revenue

recognition because the revenue is non-judgemental and

straightforward, with limited opportunity for manipulation. We did not

identify any significant unusual transactions or additional fraud risks.

Identifying and responding to risks of material misstatement due to

non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be

expected to have a material effect on the financial statements from our

general commercial and sector experience and through discussion with

the Directors, the Investment Manager and the Administrator (as

required by auditing standards), and discussed with the Directors the

policies and procedures regarding compliance with laws and

regulations. As the Company is regulated, our assessment of risks

involved gaining an understanding of the control environment

including the entity’s procedures for complying with regulatory

requirements.

We communicated identified laws and regulations throughout our

team and remained alert to any indications of non-compliance

throughout the audit .

The potential effect of these laws and regulations on the financial

statements varies considerably.

Firstly, the Company is subject to laws and regulations that directly

affect the financial statements including financial reporting legislation

(including related companies legislation), distributable profits

legislation, and its qualification as an Investment Trust under UK

taxation legislation, any breach of which could lead to the Company

losing various deductions and exemptions from UK corporation tax,

and we assessed the extent of compliance with these laws and

regulations as part of our procedures on the related financial

statement items.

Report and Accounts for the Year to 31 March 2024

6. We have nothing to report on the other information in the

Annual Report

The directors are responsible for the other information presented in

the Annual Report together with the financial statements. Our

opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or,

except as explicitly stated below, any form of assurance conclusion

thereon.

Our responsibility is to read the other information and, in doing so,

consider whether, based on our financial statements audit work, the

information therein is materially misstated or inconsistent with the

financial statements or our audit knowledge. Based solely on that

work we have not identified material misstatements in the other

information.

Strategic report and directors’ report

Based solely on our work on the other information:

— we have not identified material misstatements in the strategic

report and the directors’ report;

— in our opinion the information given in those reports for the

financial year is consistent with the financial statements; and

— in our opinion those reports have been prepared in accordance

with the Companies Act 2006.

Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration Report

to be

audited has been properly prepared in accordance with the

Companies Act 2006.

Disclosures of emerging and principal risks and longer-term

viability

We are required to perform procedures to identify whether there is a

material inconsistency between the directors’ disclosures in respect of

emerging and principal risks and the viability statement, and the

financial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw

attention to in relation to:

— the directors’ confirmation within the Strategic Report on page 35

they have carried out a robust assessment of the emerging and

principal risks facing the Company, including those that would

threaten its business model, future performance, solvency and

liquidity;

— the Principal Risks and Risk mitigation disclosures describing these

risks and how emerging risks are identified, and explaining how

they are being managed and mitigated; and

— the directors’ explanation in the viability statement of how they

have assessed the prospects of the Company, over what period

they have done so and why they considered that period to be

appropriate, and their statement as to whether they have a

reasonable expectation that the Company will be able to continue

in operation and meet its liabilities as they fall due over the period

of their assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions.

5. Fraud and breaches of laws and regulations – ability to

detect (continued)

Identifying and responding to risks of material misstatement

due to non-compliance with laws and regulations (continued)

Secondly, the Company is subject to many other laws and

regulations where the consequences of non-compliance could

have a material effect on amounts or disclosures in the financial

statements, for instance through the imposition of fines or

litigation. We identified the following areas as those most likely

to have such an effect: money laundering, data protection,

bribery and corruption legislation and certain aspects of company

legislation recognising the financial and regulated nature of the

Company’s activities and its legal form. Auditing standards limit

the required audit procedures to identify non-compliance with

these laws and regulations to enquiry of the Directors and the

Administrator and inspection of regulatory and legal

correspondence, if any. Therefore if a breach of operational

regulations is not disclosed to us or evident from relevant

correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches

of law or regulation

Owing to the inherent limitations of an audit, there is an

unavoidable risk that we may not have detected some material

misstatements in the financial statements, even though we have

properly planned and performed our audit in accordance with

auditing standards. For example, the further removed non-

compliance with laws and regulations is from the events and

transactions reflected in the financial statements, the less likely

the inherently limited procedures required by auditing standards

would identify it.

In addition, as with any audit, there remained a higher risk of

non-detection of fraud, as these may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of

internal controls. Our audit procedures are designed to detect

material misstatement. We are not responsible for preventing

non-compliance or fraud and cannot be expected to detect non-

compliance with all laws and regulations.

Utilico Emerging Markets Trust plc

9. The purpose of our audit work and to whom we owe our

responsibilities

This report is made solely to the Company’s members, as a body,

in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might

state to the Company’s members those matters we are required

to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Company and

the Company’s members, as a body, for our audit work, for this

report, or for the opinions we have formed.

Bano Sheikh (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

London

E14 5GL

14 June 2024

Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 62, the

directors are responsible for: the preparation of the financial

statements including being satisfied that they give a true and fair

view; such internal control as they determine is necessary to enable

the preparation of financial statements that are free from material

misstatement, whether due to fraud or error; 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 they either intend to liquidate the

Company or to cease operations, or have no realistic alternative but

to do so.

Auditor’s responsibilities

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 our opinion in an

auditor’s report. Reasonable assurance is a high level of assurance,

but does not 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 aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the

basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s

website at www.frc.org.uk/auditorsresponsibilities.

The Company will be including these financial statements in an

annual financial report prepared using the single electronic reporting

format specified in the TD ESEF Regulation. This auditor’s report

provides no assurance over whether the annual financial report has

been prepared in accordance with that format

6. We have nothing to report on the other information in the

Annual Report (continued)

We are also required to review the viability statement, set out on

page 37 and 38 under the Listing Rules. Based on the above

procedures, we have concluded that the above disclosures are

materially consistent with the financial statements and our audit

knowledge.

Our work is limited to assessing these matters in the context of

only the knowledge acquired during our financial statements

audit. As we cannot predict all future events or conditions and as

subsequent events may result in outcomes that are inconsistent

with judgements that were reasonable at the time they were

made, the absence of anything to report on these statements is

not a guarantee as to the Company’s longer-term viability.

Corporate governance disclosures

We are required to perform procedures to identify whether

there is a material inconsistency between the directors’

corporate governance disclosures and the financial statements

and our audit knowledge.

Based on those procedures, we have concluded that each of the

following is materially consistent with the financial statements

and our audit knowledge:

— the directors’ statement that they consider that the annual

report and financial statements 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;

— the section of the annual report describing the work of the

Audit Committee, including the significant issues that the

audit committee considered in relation to the financial

statements, and how these issues were addressed; and

— the section of the annual report that describes the review of

the effectiveness of the Company’s risk management and

internal control systems.

We are required to review the part of the Corporate Governance

Statement relating to the Company’s compliance with the

provisions of the UK Corporate Governance Code specified by the

Listing Rules for our review. We have nothing to report in this

respect.

7. We have nothing to report on the other matters on which

we are required to report by exception

Under the Companies Act 2006, we are required to report to you

if, in our opinion:

— adequate accounting records have not been kept, or returns

adequate for our audit have not been received from

branches not visited by us; or

— the financial statements and the part of the Directors’

Remuneration Report to be audited are not in agreement

with the accounting records and returns; or

— certain disclosures of directors’ remuneration specified by

law are not made; or

— we have not received all the information and explanations

we require for our audit.

We have nothing to report in these respects.

Report and Accounts for the Year to 31 March 2024

Statement of Comprehensive Income

for the year to 31 March 2024 for the year to 31 March 2023

Notes

Revenue

return

£’000s

Capital

return

£’000s

Total

return

£’000s

Revenue

return

£’000s

Capital

return

£’000s

Total

return

£’000s

Gains/(losses) on investments – 46,836 46,836 – (8,389) (8,389)

Foreign exchange gains/(losses) – 610 610 – (515) (515)

Investment and other income 23,079 – 23,079 24,326 – 24,326

Total income/(loss) 23,079 47,446 70,525 24,326 (8,904) 15,422

Management and administration fees (1,445) (4,368) (5,813) (1,394) (4,336) (5,730)

Other expenses (1,911) – (1,911) (1,651) – (1,651)

Profit/(loss) before finance costs and taxation 19,723 43,078 62,801 21,281 (13,240) 8,041

Finance costs (318) (1,274) (1,592) (169) (674) (843)

Profit/(loss) before taxation 19,405 41,804 61,209 21,112 (13,914) 7,198

Taxation (1,958) (1,360) (3,318) (1,638) 212 (1,426)

Profit/(loss) for the year 17,447 40,444 57,891 19,474 (13,702) 5,772

Earnings per share (basic) – pence 8.83 20.48 29.31 9.40 (6.61) 2.79

All items in the above statement derive from continuing operations.

The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columns represent supplementary

information prepared under guidance issued by the Association of Investment Companies.

The Company does not have any income or expense that is not included in the profit for the year and therefore the profit for the year is also the total

comprehensive income for the year, as defined in International Accounting Standard 1 (revised).

All income is attributable to the equity holders of the Company.

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

Utilico Emerging Markets Trust plc

Statement of Changes in Equity

for the year to 31 March 2024

Notes

Ordinary

capital

£’000s

Merger

reserve

£’000s

Capital

redemption

reserve

£’000s

Special

reserve

£’000s

Retained earnings

Total

£’000s

Capital

reserves

£’000s

Revenue

reserve

£’000s

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

16, 18,

Shares purchased by the

Company and cancelled (114) – 114 (25,397) – – (25,397)

20,21

Profit for the year – – – – 40,444 17,447 57,891

Dividends paid in the year – – – – – (16,935) (16,935)

Balance as at 31 March 2024 1,909 76,706 436 407,180 26,603 10,099 522,933

for the year to 31 March 2023

Notes

Ordinary

capital

£’000s

Merger

reserve

£’000s

Capital

redemption

reserve

£’000s

Special

reserve

£’000s

Retained earnings

Total

£’000s

Capital

reserves

£’000s

Revenue

reserve

£’000s

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

16, 18,

Shares purchased by the

Company and cancelled (125) – 125 (27,159) – – (27,159)

20,21

(Loss)/profit for the year – – – – (13,702) 19,474 5,772

Dividends paid in the year – – – – – (17,155) (17,155)

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

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

Report and Accounts for the Year to 31 March 2024

Notes

as at 31 March

2024

£’000s

2023

£’000s

Non-current assets

10 Investments 517,195 545,657

Current assets

11 Other receivables 6,078 1,444

Cash and cash equivalents 5,751 456

11,829 1,900

Current liabilities

12 Other payables (4,573) (3,461)

13 Bank loans – (35,102)

(4,573) (38,563)

Net current assets/(liabilities) 7,256 (36,663)

Total assets less current liabilities 524,451 508,994

Non-current liabilities

14 Provision for capital gains tax (1,518) (1,620)

Net assets 522,933 507,374

Equity attributable to equity holders

16 Ordinary share capital 1,909 2,023

17 Merger reserve 76,706 76,706

18 Capital redemption reserve 436 322

19 Special reserve 407,180 432,577

20 Capital reserves 26,603 (13,841)

21 Revenue reserve 10,099 9,587

Total attributable to equity holders 522,933 507,374

22 Net asset value per share

Basic – pence 274.01 250.91

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

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

John Rennocks

Chairman

Utilico Emerging Markets Trust plc

Registered in England, No 11102129

Statement of Financial Position

Utilico Emerging Markets Trust plc

Year to 31 March

2024

£’000s

2023

£’000s

Operating activities

Profit before taxation 61,209 7,198

Deduct investment income – dividends (21,100) (22,671)

Deduct investment income – interest (1,932) (1,627)

Deduct bank Interest received (47) (28)

Add back interest charged 1,592 843

Add back (gains)/losses on investments (46,836) 8,389

Add back foreign exchange (gains)/losses (610) 515

Increase in other receivables (30) (31)

Decrease in other payables (683) (88)

Net cash outflow from operating activities before dividends and interest (8,437) (7,500)

Interest paid (1,813) (646)

Dividends received 20,212 22,417

Investment income – interest 1,125 475

Bank interest received 47 28

Taxation paid (3,431) (1,691)

Net cash inflow from operating activities 7,703 13,083

Investing activities

Purchase of investments (75,544) (106,821)

Sales of investments 151,442 125,649

Net cash inflow from investing activities 75,898 18,828

Financing activities

Repurchase of shares for cancellation (25,397) (27,159)

Dividends paid (16,935) (17,155)

Drawdown of bank loans 19,821 35,385

Repayment of bank loans (53,943) (24,440)

Net cash outflow from financing activities (76,454) (33,369)

Increase/(decrease) in cash and cash equivalents 7,147 (1,458)

Cash and cash equivalents at the start of the year (1,026) 452

Effect of movement in foreign exchange (370) (20)

Cash and cash equivalents as at the end of the year 5,751 (1,026)

Comprised of:

Cash 5,751 456

Bank overdraft – (1,482)

Total 5,751 (1,026)

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

Statement of Cash Flows

Report and Accounts for the Year to 31 March 2024

1. Accounting Policies

The Company is an investment company incorporated in the United Kingdom with a premium listing on the London Stock

Exchange.

(a) Basis of accounting

The accounts have been prepared on a going concern basis (see note 25) in accordance with UK adopted International Accounting

Standards, which comprise standards and interpretations approved by the IASB and International Accounting Standards and

Standing Interpretations Committee interpretations approved by the IASC that remain in effect and the Companies Act 2006.

The accounts have been prepared on a historical cost basis, except for the measurement at fair value of investments and

derivative financial instruments.

The Board has determined by having regard to the currency of the Company’s share capital and the predominant currency in

which its shareholders operate, that Sterling is the functional and reporting currency.

Where presentational recommendations set out in the Statement of Recommended Practice “Financial Statements of

Investment Trust Companies and Venture Capital Trusts” (“SORP”), issued in the UK by the AIC in July 2022, do not conflict with

the requirements of International Financial Reporting Standards ("IFRS"), the Directors have prepared the accounts on a basis

consistent with the recommendations of the SORP.

In accordance with the SORP, the Statement of Comprehensive Income has been analysed between a revenue return (dealing with

items of a revenue nature) and a capital return (relating to items of a capital nature). Revenue returns include, but are not limited

to, dividend income, operating expenses, finance costs and taxation (insofar as they are not allocated to capital, as described

in notes 1(h), 1(i), 1(k) and 1(l) below). Net revenue returns are allocated via the revenue return to the Revenue Reserve. Capital

returns include, but are not limited to, profits and losses on the disposal and the valuation of non-current investments, derivative

instruments and on cash and borrowings, operating costs and finance costs (insofar as they are not allocated to revenue as

described in notes 1(i) and 1(k) below). Net capital returns are allocated via the capital return to Capital Reserves.

Dividends on shares may be paid out of Special Reserve, Capital Reserves and Revenue Reserve.

A number of new standards and amendments to standards and interpretations, which have not been applied in preparing these

accounts, were in issue but not effective. None of these are expected to have a material effect on the accounts of the Company.

(b) Financial instruments

Financial Instruments include fixed asset investments, derivative assets and liabilities and long term debt instruments.

Accounting Standards recognise a hierarchy of fair value measurements for Financial Instruments which gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable

inputs (level 3). The classification of instruments depends on the lowest significant applicable input.

Investment purchases and sales are accounted for on the trade date, inclusive of transaction costs. Investments, including

both equity and loans, used for efficient portfolio management are classified as being at fair value through profit or loss. As the

Company’s business is investing in financial assets with a view to profiting from their total return in the form of dividends, interest

or increases in fair value, its investments (including those ordinarily classified as subsidiaries under IFRS 10 but exempted by that

financial reporting standard from requirement to be consolidated) are designated as being at fair value through profit or loss on

initial recognition. Derivatives comprising forward foreign exchange contracts, options and credit default swaps are accounted

for as a financial asset/liability at fair value through profit or loss. The Company manages and evaluates the performance of these

investments and derivatives on a fair value basis in accordance with its investment strategy and information about the Company

is provided internally on this basis to the Company’s Directors and key management personnel. Gains and losses on investments

and on derivatives are analysed within the Statement of Comprehensive Income as capital return. Quoted investments are shown

at fair value using market bid prices. The fair value of unquoted investments is determined by the Board in accordance with IFRS

and International Private Equity and Venture Capital Valuation Guidelines. In exercising its judgement over the value of these

investments, the Board uses valuation techniques which take into account, where appropriate, latest dealing prices, valuations

from reliable sources, net asset values, earnings multiples, recently orderly transactions in similar securities, time to expected

repayment and other relevant factors (see key valuation techniques on pages 88 and 89).

(d) Subsidiary undertakings

Subsidiary undertakings of the Company, which are held as part of the investment portfolio (see note 1(c) above), are accounted for

as investments at fair value through profit and loss.

Notes to the Accounts

Utilico Emerging Markets Trust plc

(e) Cash and cash equivalents

Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and short term deposits with an original

maturity of three months or less. Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the

cash flow statement only.

(f) Debt instruments

The Company’s debt instruments can include short term and long term bank borrowings and overdrafts, initially measured at fair

value and subsequently measured at amortised cost using the effective interest method. No debt instruments held during the year

required hierarchical classification.

(g) Foreign currency

Foreign currency assets and liabilities are expressed in Sterling at rates of exchange ruling at the Statement of Financial Position

date. Foreign currency transactions are translated at the rates of exchange ruling at the dates of those transactions. Exchange

profits and losses on currency balances are credited or charged to the Statement of Comprehensive Income and analysed as

capital or revenue as appropriate. Forward foreign exchange contracts are valued in accordance with quoted market rates.

(h) Investment and other income

Dividends receivable are shown gross of withholding tax and are analysed as revenue return within the Statement of

Comprehensive Income (except where, in the opinion of the Directors, their nature indicates they should be recognised as

capital return) on the ex-dividend date or, where no ex-dividend date is quoted, when the Company’s right to receive payment

is established. Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the

amount of the cash dividend foregone is allocated as revenue in the Statement of Comprehensive Income. Any excess in the value

of the shares received over the amount of the cash dividend foregone is allocated as capital in the Statement of Comprehensive

Income. Interest on debt securities is accrued on a time basis using the effective interest rate method. Bank and short term deposit

interest is recognised on an accruals basis.

(i) Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through the Statement of Comprehensive Income and

analysed under revenue return except as stated below:

– the management fees, company secretarial fees and research fees payable to ICM and ICMIM are allocated 80% to capital return

and 20% to revenue return.

– expenses incidental to the acquisition or disposal of Investments are allocated to capital return.

(j) Directors’ fees

Directors’ fees are charged quarterly through the revenue column of the Statement of Comprehensive Income. The net fee

entitlement after any applicable tax deductions of each Director is satisfied in shares of the Company, by either purchasing shares

in the market around each quarter end or, if the shares are trading at a premium to the net asset value, allotting new shares by

dividing the net fee entitlement by the net asset value on the date of allotment.

(k) Finance costs

Finance costs are accounted for using the effective interest method, recognised through the Statement of Comprehensive Income.

Finance costs are allocated 80% to capital return and 20% to revenue return.

(l) Taxation

Taxation currently payable is calculated using tax rules and rates in force at the year end, based on taxable profit for the year, which

differs from the net return before tax. Note 7(b) sets out those items which are not subject to UK Corporation Tax.

Deferred tax is provided on an undiscounted basis on all timing differences that have originated but not reversed by the Statement

of Financial Position date, based on the tax rates that have been enacted at the Statement of Financial Position date and that

are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets are only recognised

if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can

be deducted. In line with the recommendations of the SORP, the allocation method used to calculate the tax relief on expenses

charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged

through the revenue account, then no tax relief is transferred to the capital account.

Report and Accounts for the Year to 31 March 2024

(m) Dividends payable

Dividends paid by the Company are accounted for in the period in which the Company is liable to pay them and are reflected in

the Statement of Changes in Equity.

(n) Capital reserves

Capital reserves are distributable reserves to the extent gains arising from investments held are from liquid holdings. The

following items are accounted for through the Statement of Comprehensive Income as capital returns and transferred to capital

reserves:

Capital reserve – arising on investments sold

– gains and losses on disposal of investments and derivative instruments

– exchange differences of a capital nature

– expenses allocated in accordance with notes 1(i) and 1(k)

Capital reserve – arising on investments held

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

2. Significant accounting judgements, estimates and assumptions

The presentation of the financial statements in conformity with IFRS requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of

plausible future events and other factors. Actual results may differ from these estimates.

The area requiring the most significant judgement and estimation in the preparation of the financial statements is the accounting

for the value of unquoted investments.

The policy for valuation of unquoted securities is set out in note 1(c) to the accounts and further information on Board

procedures is contained in the Audit & Risk Committee Report and note 26(d) to the accounts. The fair value of unquoted (level 3)

investments, as disclosed in note 27 to the accounts, represented 4.5% of total investments as at 31 March 2024 (10.8% of total

investments as at 31 March 2023).

3. Investment and other income

Year to 31 March

2024 2023

Revenue

£’000s

Capital

£’000s

Total

£’000s

Revenue

£’000s

Capital

£’000s

Total

£’000s

Investment income

Dividends* 21,100 – 21,100 22,671 – 22,671

Interest 1,932 – 1,932 1,627 – 1,627

Total investment income 23,032 – 23,032 24,298 – 24,298

Other income

Bank interest 47 – 47 28 – 28

Total income 23,079 – 23,079 24,326 – 24,326

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

Utilico Emerging Markets Trust plc

4. Management and administration fees

Year to 31 March

2024 2023

Revenue

£’000s

Capital

£’000s

Total

£’000s

Revenue

£’000s

Capital

£’000s

Total

£’000s

Payable to: ICM/ICMIM

– management, secretarial and

research fees 1,092 4,368 5,460 1,084 4,336 5,420

Administration fees 353 – 353 310 – 310

1,445 4,368 5,813 1,394 4,336 5,730

The Company has appointed ICMIM as its Alternative Investment Fund Manager and joint portfolio manager with ICM, for which

they are entitled to a management fee. The aggregate fees payable by the Company are apportioned between the Investment

Managers as agreed by them.

The relationship between ICMIM and ICM is compliant with the requirements of the UK version of the EU Alternative Investment

Fund Managers Directive as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended

and also such other requirements applicable to ICMIM by virtue of its regulation by the Financial Conduct Authority.

The annual management fee is a tiered structure as follows: 1.0% of NAV up to and including £500m; 0.9% of NAV exceeding

£500m up to and including £750m; 0.85% of NAV exceeding £750m up to and including £1,000m; and 0.75% of NAV exceeding

£1,000m, payable quarterly in arrears. The management fee is allocated 80% to capital return and 20% to revenue return. The

investment management agreement may be terminated upon six months’ notice.

ICMIM also provides company secretarial services to the Company, with the Company paying £70,000 (31 March 2023: £70,000)

equivalent to 45% of the costs associated with this office and recharges research fees to the Company based on a budget of

£0.3m per annum, paid quarterly in arrears. These charges are allocated 80% to capital return and 20% to revenue return.

JPMorgan Chase Bank N.A. – London Branch has been appointed Administrator and ICMIM has appointed Waverton to provide

certain support services (including middle office, market dealing and information technology support services).

5. Other Expenses

Year to 31 March

2024 2023

Revenue

£’000s

Capital

£’000s

Total

£’000s

Revenue

£’000s

Capital

£’000s

Total

£’000s

Auditor's remuneration:

for audit services

(1)

180 – 180 111 – 111

Broker and consultancy fees 153 – 153 109 – 109

Custody fees 608 – 608 549 – 549

Depositary fees 110 – 110 129 – 129

Directors’ fees for services to the Company

(see Directors’ Remuneration Report on pages 56 to 58) 198 – 198 225 – 225

Travel expenses 232 – 232 215 – 215

Professional fees 87 – 87 48 – 48

Sundry expenses 343 – 343 265 – 265

1,911 – 1,911 1,651 – 1,651

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

(1) Total auditor’s remuneration for audit services, exclusive of VAT, amounted to £180,000, £147,000 for the year to 31 March 2024 and £33,000 for

additional audit costs for the year to 31 March 2023 (2023: £110,000, £100,000 for the year to 31 March 2023 and £10,000 for additional audit costs

for the year to 31 March 2022).

Report and Accounts for the Year to 31 March 2024

6. Finance Costs

Year to 31 March

2024 2023

Revenue

£’000s

Capital

£’000s

Total

£’000s

Revenue

£’000s

Capital

£’000s

Total

£’000s

On loans and bank overdrafts 318 1,274 1,592 169 674 843

7. Taxation

(a) Analysis of charge in the year :

Year to 31 March 2024 2023

Tax on ordinary activities

Revenue

£’000s

Capital

£’000s

Total

£’000s

Revenue

£’000s

Capital

£’000s

Total

£’000s

UK corporation tax at 25.0% (2023: 19.0%) – – – – – –

Overseas tax suffered 1,958 – 1,958 1,638 – 1,638

Capital gains tax – 1,462 1,462 – 58 58

Deferred tax (see note 14) – (102) (102) – (270) (270)

Total tax charge for the year 1,958 1,360 3,318 1,638 (212) 1,426

The Company is liable to Indian capital gains tax and the deferred tax in the capital account is in respect of capital gains tax on

Indian investment holding gains that will be taxed in future years on realisations of the investments.

(b) Factors affecting current tax charge for the year

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

Year to 31 March

2024 2023

Revenue

£’000s

Capital

£’000s

Total

£’000s

Revenue

£’000s

Capital

£’000s

Total

£’000s

Net profit/(loss) before taxation 19,405 41,804 61,209 21,112 (13,914) 7,198

Corporation tax at 25.0% (2023: 19.0%) 4,851 10,451 15,302 4,011 (2,644) 1,367

Effects of:

Non taxable dividend income (4,561) – (4,561) (3,607) – (3,607)

Non taxable capital returns – (11,862) (11,862) – 1,692 1,692

Overseas tax suffered 1,958 – 1,958 1,638 – 1,638

Double taxation relief (290) 222 (68) (265) 187 (78)

Movement in tax losses that no deferred tax asset is

recognised on – 1,189 1,189 (139) 765 626

Capital gains tax – 1,360 1,360 – (212) (212)

Total tax charge for the year 1,958 1,360 3,318 1,638 (212) 1,426

As at 31 March 2024, the Company had net surplus management expenses of £28,087,000 (2023: £23,253,000) and a non-trade

loan relationship deficit of £299,000 (2023: £299,000), giving total unutilised tax losses of £28,386,000 (2022: £23,552,000). A

deferred tax asset has not been recognised in respect of these tax losses because the Company is not expected to generate

taxable income in the future in excess of the deductible expenses of those future periods and, accordingly, it is unlikely that the

Company will be able to reduce future tax liabilities through the use of the existing management expenses and non-trade loan

relationship deficit. The Company has an unrecognised deferred tax asset of £7.1m as at 31 March 2024 (2023: £5.9m) based on

the corporation tax rate of 25% which took effect from 1 April 2023.

Utilico Emerging Markets Trust plc

8. Earnings Per Share

Year to 31 March

2024

£’000s

2023

£’000s

Revenue return

17,447

19,474

Capital return

40,444

(13,702)

Total return 57,891 5,772

Number Number

Weighted average number of shares in issue during the year 197,484,731 207,220,648

Pence Pence

Revenue return per share 8.83 9.40

Capital return per share 20.48 (6.61)

Total profit per share 29.31 2.79

9. Dividends

Year to 31 March Record date Payment date

2024

£’000s

2023

£’000s

2022 Fourth quarterly dividend of 2.00p per share 06-Jun-22 24-Jun-22 – 4,250

2023 First quarterly dividend of 2.00p per share 02-Sep-22 23-Sep-22 – 4,164

2023 Second quarterly dividend of 2.15p per share 02-Dec-22 16-Dec-22 – 4,384

2023 Third quarterly dividend of 2.15p per share 03-Mar-23 24-Mar-23 – 4,357

2023 Fourth quarterly dividend of 2.15p per share 02-Jun-23 23-Jun-23 4,334 –

2024 First quarterly dividend of 2.15p per share 01-Sep-23 22-Sep-23 4,280 –

2024 Second quarterly dividend of 2.15p per share 01-Dec-23 15-Dec-23 4,206 –

2024 Third quarterly dividend of 2.15p per share 08-Mar-24 28-Mar-24 4,115 –

16,935 17,155

The Directors have declared a fourth quarterly dividend in respect of the year ended 31 March 2024 of 2.15p per share payable

on 28 June 2024 to shareholders on the register at close of business on 7 June 2024. The total cost of the dividend, which has not

been accrued in the results for the year to 31 March 2024, is £4,072,000 based on 189,405,062 shares in issue at the record date,

see note 16 for changes in share capital.

10. Investments

Year to 31 March

2024

£’000s

2023

£’000s

Cost of investments brought forward 491,177 523,644

Net unrealised profits brought forward 54,480 48,042

Valuation brought forward 545,657 571,686

Purchases at cost 80,163 108,938

Sales proceeds (155,498) (126,638)

Gains/(losses) on investments 46,873 (8,329)

Valuation as at 31 March 517,195 545,657

Analysed as at 31 March

Cost of investments 425,879 491,177

Net unrealised gains on investments 91,316 54,480

Valuation 517,195 545,657

The Company received £155,498,000 (2023: £126,638,000) from investments sold in the year. The book cost of these investments

when they were purchased was £145,461,000 (2023: £141,405,000). These investments have been revalued over time and until they

were sold any unrealised gains/losses were included in the fair value of the investments.

Report and Accounts for the Year to 31 March 2024

Year to 31 March 2024 2023

Gains/(losses) on investments £'000 £'000

Net gain/(loss) on investments sold 10,037 (14,767)

Other capital charges (37) (60)

Movement in unrealised gains 36,836 6,438

Total gains/(losses) on investments 46,836 (8,389)

Subsidiary undertakings

Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following is a

subsidiary of the Company as at 31 March 2024 and as at 31 March 2023.

Country of

registration and

incorporation

Number and class of

shares held

Holding

and

voting

rights

2024

Fair

value

£’000s

2023

Fair

value

£’000s

UEM (HK) Limited Hong Kong 1,000 ordinary shares 100 – 1,498

Incorporated on 26 January 2017 and commenced trading on 18 July 2017 to carry on business as an investment company (see

note 24 for related party transactions).

UEM Mauritius Holdings Limited, a Bermuda registered company was a subsidiary of UEM as at 31 March 2023. UEM held a

loan with UEM Mauritius Holdings Limited, the parent company of Utilico Emerging Markets (Mauritius), and under the terms of

the loan agreement, provided that UEM retained effective control of the company since it could only appoint directors with the

approval of UEM. The fair value of the loan at 31 March 2023 was £nil and was cancelled in the year to 31 March 2024. Utilico

Emerging Markets (Mauritius) was dissolved on 8 November 2023 and UEM Mauritius Holdings Limited was dissolved on

14 December 2023.

The subsidiary undertakings carried on business as investment companies and are considered to be investment entities. They

are held as part of the investment portfolio, and are accounted for as investments at fair value through profit and loss.

Associated undertakings

Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following associated

undertakings as at 31 March 2024 are held as part of the investment portfolio and consequently are accounted for as

investments at fair value through profit and loss (2023: East Balkan Properties plc, Petalite Limited and Pitch Hero Holdings

Limited):

EBP Holdings

Limited

East Balkan

Properties plc Petalite Limited

Pitch Hero

Holdings Limited

Country of incorporation Isle of Man Isle of Man United Kingdom United Kingdom

Country of listing Unlisted Unlisted Unlisted Unlisted

Country of operations Bulgaria & Romania Bulgaria & Romania United Kingdom United Kingdom

Number of ordinary shares held 731 155 10,725 62,874

Percentage of ordinary shares held 25.3% 25.3% 28.5% 36.7%

Transactions with associated undertaking were as follows:

EBP Holdings Limited ("EBP") and East Balkan Properties plc ("East Balkan")

During the year East Balkan restructured its business to simplify its capital structure such that shareholders received an in-specie

capital distribution of the shares into its wholly owned subsidiary, EBP. This effected a transfer of value from East Balkan to EBP

with no change in the economic interest of UEM, with EBP replacing East Balkan as the ultimate parent company. Following the

distribution, East Balkan will be dissolved.

Petalite Limited (“Petalite”)

Pursuant to a loan agreement dated 24 October 2023 under which UEM has agreed to loan £2,500,000 to Petalite, UEM advanced

to Petalite £1,500,000. As at 31 March 2024, the balance of the loan and interest outstanding was £1,547,000. The loan bears

Utilico Emerging Markets Trust plc

interest at an annual rate of 10.0% for the first 6 months, 12.0% for the following 3 months and 14.0% thereafter. The loan is

repayable on 15 July 2024. As part of the loan agreement, UEM received 2 year warrants to subscribe for £2.5m at a valuation to

be determined by a capital raise planned to be effected in 2024 (“Series A raise”). At the year end the Company held 10,725 equity

shares (31 March 2023: 10,725 equity shares) and held 31.2% (31 March 2023: 29.4%) of the undiluted shareholding of Petalite.

Factoring in dilutive options the Company's stake in Petalite is 28.5% (31 March 2023: 28.6%).

Pitch Hero Holdings Limited (“Pitch Hero”)

Pursuant to a loan agreement dated 1 March 2021 under which UEM has agreed to loan monies to Pitch Hero, UEM advanced

to Pitch Hero a loan of £150,000. As at 31 March 2024, the balance of the loan and interest outstanding was £657,000 (31 March

2023: £470,000). The loan bears interest at an annual rate of 10.0%, having increased from 5.0% on 24 August 2023. The first

repayment is due on 25 August 2024, with a final repayment date of 25 August 2027.

Significant interests

In addition to the above, the Company has a holding of 3% or more of any class of share capital of the following undertakings,

which are material in the context of the accounts:

Country of

registration and incorporation

Class of

shares held

2024

% of class of

instruments

held

2023

% of class of

instruments

held

Korean Internet Neutral Exchange Inc. South Korea Ordinary shares 5.3 5.6

Orizon Valorizacao De Residuos S.A. Brazil Ordinary shares 4.0 3.9

Umeme Limited Uganda Ordinary shares 8.3 8.4

11. Other receivables

2024

£’000s

2023

£’000s

Accrued income 1,373 796

Sales for future settlement 4,563 548

Overseas tax recoverable 36 24

Other debtors 106 76

6,078 1,444

12. Other payables

2024

£’000s

2023

£’000s

Bank overdraft – 1,482

Interest payable – 221

Other creditors and accruals 1,071 1,758

Purchases awaiting settlement 3,502 –

4,573 3,461

Report and Accounts for the Year to 31 March 2024

13. Bank loans

2024

£’000s

2023

£’000s

EUR 12.0m repaid March 2024 – 10,544

GBP 10.0m repaid March 2024 – 10,000

USD 18.0m repaid August 2023 – 14,558

– 35,102

The Company had an unsecured committed senior multicurrency revolving facility of £50,000,000 with the Bank of Nova Scotia,

London Branch that expired on 15 March 2024. Commitment fees were charged on any undrawn amounts at commercial rates.

The terms of the loan facility, including those related to accelerated repayment and costs of repayment, were typical of those

normally found in facilities of this nature.

14. Provision for capital gains tax

2024

£’000s

2023

£’000s

Balance brought forward 1,620 1,890

Decrease in provision for Indian tax on capital gains (102) (270)

Balance as at 31 March 1,518 1,620

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

15. Operating segments

The Directors are of the opinion that the Company is engaged in a single segment of business of investing in equity and debt securities,

issued by companies operating and generating revenue in emerging markets and therefore no segmental reporting is provided.

16. Ordinary share capital

Number

2024

£’000s Number

2023

£’000s

Issued, called up and fully paid

Ordinary shares of 1p each

Balance brought forward 202,212,256 2,023 214,744,067 2,148

Purchased for cancellation by the Company (11,369,753) (114) (12,531,811) (125)

Balance as at 31 March 190,842,503 1,909 202,212,256 2,023

During the year the Company bought back for cancellation 11,369,753 (2023: 12,531,811) ordinary shares at a total cost of

£25,397,000 (2023: £27,159,000). A further 1,567,469 ordinary shares have been purchased for cancellation at a total cost of

£3,572,000 since the year end.

17. Merger reserve

2024

£’000s

2023

£’000s

Balance brought forward and carried forward 76,706 76,706

The surplus of the net assets of UEM Limited received from the issue of new ordinary shares over the nominal value of such

shares was credited to this account which is non-distributable. The nominal value of the shares issued is recognised in called up

share capital.

Utilico Emerging Markets Trust plc

18. Capital redemption reserve

2024

£’000s

2023

£’000s

Balance brought forward 322 197

Purchased for cancellation by the Company (see note 16) 114 125

Balance as at 31 March 436 322

The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled. This is non-

distributable.

19. Special reserve

2024

£’000s

2023

£’000s

Balance brought forward 432,577 459,736

Purchased for cancellation by the Company (see note 16) (25,397) (27,159)

Balance as at 31 March 407,180 432,577

The special reserve arose from the High Court of England and Wales approving the Company's application in May 2018 to part

cancel the merger reserve and a special reserve created. This is a distributable reserve and can be used to pay dividends and buy

back shares.

20. Capital reserves

2024 2023

Realised

£’000s

Investment

holding

gains

£’000s

Total

£’000s

Realised

£’000s

Investment

holding

gains

£’000s

Total

£’000s

Realised gains/(losses) on

investments 10,037 – 10,037 (14,767) – (14,767)

Unrealised gains on

investments – 36,836 36,836 – 6,438 6,438

Foreign exchange gains/(losses) 610 – 610 (515) – (515)

Finance costs charged to capital (1,274) – (1,274) (674) – (674)

Expenses charged to capital (4,368) – (4,368) (4,336) – (4,336)

Capital gains tax (1,360) – (1,360) 212 – 212

Other capital charges (37) – (37) (60) – (60)

3,608 36,836 40,444 (20,140) 6,438 (13,702)

Balance brought forward (68,321) 54,480 (13,841) (48,181) 48,042 (139)

Balance as at 31 March (64,713) 91,316 26,603 (68,321) 54,480 (13,841)

Included within the capital reserve movement for the year is £nil (2023: £1,303,000) of dividend receipts recognised as capital

in nature, £152,000 (2023: £189,000) of transaction costs on purchases of investments and £297,000 (2023: £251,000) of

transaction costs on sales of investments.

Report and Accounts for the Year to 31 March 2024

21. Revenue reserve

2024

£’000s

2023

£’000s

Balance brought forward 9,587 7,268

Revenue profit for the year 17,447 19,474

Dividend paid in the year (16,935) (17,155)

Balance as at 31 March 10,099 9,587

The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed

to shareholders as a dividend

22. Net asset value per share

The net asset value per share is based on the net assets attributable to the equity shareholders of £522,933,000 (2023:

£507,374,000) and on 190,842,503 (2023: 202,212,256) shares, being the number of shares in issue at the year end.

23. Reconciliation of liabilities arising from financing activities

2024

Balance as at

31 March

2023

£’000s

Transactions

in the year

£’000s

Net

cashflow

£’000s

Foreign

exchange

loss

£’000s

Balance as at

31 March

2024

£’000s

Bank loans 35,102 – (34,122) (980) –

Repurchase of shares for cancellation – 25,397 (25,397) – –

Dividends paid – 16,935 (16,935) – –

35,102 42,332 (76,454) (980) –

2023

Balance as at

31 March

2022

£’000s

Transactions in

the year

£’000s

Net

cashflow

£’000s

Foreign

exchange

loss

£’000s

Balance as at

31 March

2023

£’000s

Bank loans 23,662 – 10,945 495 35,102

Repurchase of shares for cancellation – 27,159 (27,159) – –

Dividends paid – 17,155 (17,155) – –

23,662 44,314 (33,369) 495 35,102

24. Related party transactions

The following are considered related parties of the Company: the subsidiary undertakings and the associated undertakings of the

Company set out under note 10, the Board of UEM, ICM and ICMIM (the Company’s joint portfolio managers), Mr Saville, Mr Jillings (a key

management person of ICMIM) and UIL Limited.

The following transactions were carried out during the year to 31 March 2024 between the Company and its related parties above:

As at 31 March 2023 the fair value of the loan held with UEM (HK) Limited was £10,118,000 and loan interest accrued was £71,000. In the

year, UEM (HK) Limited repaid £290,000 of interest and £4,692,000 of capital and £492,000 loan interest was capitalised and added to the

balance of the loan. As at 31 March 2024 the fair value of the loan held with UEM (HK) Limited was £4,711,000 and loan interest accrued

was £43,000.

UEM paid £11,000 fees on behalf of UEM Mauritius Holdings Limited to finalise the liquidation of UEM Mauritius Holdings Limited.

There were no transactions between the associated undertakings and the Company other than transactions in the ordinary course of

UEM’s business and these are set out in note 10. As detailed in the Directors’ Remuneration Report on pages 56 to 58, the Board received

aggregate remuneration of £198,000 (31 March 2023: £225,000) included within “other expenses” for services as Directors. As at the year

end, £nil (31 March 2023: £nil) remained outstanding to the Directors. In addition to their fees, the Directors received dividends totalling

£33,000 (31 March 2023: £44,000) during the year under review in respect of their shareholdings in the Company. There were no further

transactions with the Board during the year.

Utilico Emerging Markets Trust plc

There were no transactions with ICM or ICMIM other than investment management, secretarial costs, research fees as set out in note 4

and reimbursed expenses included within Other Expenses of £140,000 (31 March 2023: £134,000). As at the period end £376,000

(31 March 2023: £1,330,000) remained outstanding in respect of management, company secretarial and research fees.

Mr Jillings received dividends totalling £40,000 (31 March 2023: £38,000) and UIL Limited received dividends totalling £1,310,000

(31 March 2023: £2,051,000). There were no transactions with Mr Saville in the year.

25. Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the

following reasons. The Board’s going concern assessment has focused on the forecast liquidity of the Company for at least twelve

months from the date of approval of the financial statements. This analysis assumes that the Company would, if necessary, be

able to meet its short term obligations through the sale of listed securities, which represented 95.5% of the Company’s total

portfolio as at 31 March 2024. As part of this assessment the Board has considered a severe but plausible downside that reflects

the impact of the Company’s key risks and an assessment of the Company’s ability to meet its liabilities as they fall due assuming

a significant reduction in asset values and accompanying currency volatility.

The Directors believe that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least

twelve months from the date of approval of the financial statements.

26. Financial risk management

The Company’s investment policy is to provide long term total return by investing predominantly in the infrastructure, utility

and related sectors, mainly in emerging markets. The Company seeks to meet its investment policy by investing principally in

a diversified portfolio of both listed and unlisted companies. Derivative instruments may be used for purposes of hedging the

underlying portfolio of investments. The Company has the power to take out both short and long term borrowings. In pursuing the

investment policy, the Company is exposed to financial risks which could result in a reduction of either or both of the value of the

net assets and the profits available for distribution by way of dividend. These financial risks are principally related to the market

(currency movements, interest rate changes and security price movements), liquidity and credit and counterparty risk. The Board

of Directors, together with the Investment Managers, is responsible for the Company’s risk management. The Directors’ policies

and processes for managing the financial risks are set out in (a), (b) and (c) below. The accounting policies which govern the reported

Statement of Financial Position carrying values of the underlying financial assets and liabilities, as well as the related income and

expenditure, are set out in note 1 to the accounts. The policies are in compliance with IFRS in conformity with the requirements of

Companies Act 2006 and best practice and include the valuation of financial assets and liabilities at fair value. The Company does

not make use of hedge accounting rules.

(a) Market risks

The fair value of equity and other financial securities held in the Company’s portfolio and derivative financial instruments fluctuates

with changes in market prices. Prices are themselves affected by movements in currencies and interest rates and by other financial

issues, including the market perception of future risks. The Board sets policies for managing these risks within the Company’s

investment policy and meets regularly to review full, timely and relevant information on investment performance and financial

results. ICMIM assesses exposure to market risks when making each investment decision and monitors on-going market risk within

the portfolio of investments and derivatives. The Company’s other assets and liabilities may be denominated in currencies other

than Sterling and may also be exposed to interest rate risks. ICMIM and the Board regularly monitor these risks. The Company does

not normally hold significant cash balances. Borrowings are limited to amounts and currencies commensurate with the portfolio’s

exposure to those currencies, thereby limiting the Company’s exposure to future changes in exchange rates. Gearing may be short

or long term, in Sterling and foreign currencies, and enables the Company to take a long term view of the countries and markets

in which it is invested without having to be concerned about short term volatility. The Board regularly monitors the effects on net

revenue of interest earned on deposits and paid on gearing.

Currency exposure

The principal currencies to which the Company was exposed during the year are set out below (2023: Brazilian Real, Hong Kong

Dollar, Indian Rupee, Mexican Peso, Philippine Peso and United States Dollar) . The exchange rates applying against Sterling as at

31 March, and the average rates during the year, were as follows:

Report and Accounts for the Year to 31 March 2024

2024 Average 2023

BRL Brazilian Real 6.3233 6.2022 6.2691

EUR Euro 1.1697 1.1586 1.1381

HKD Hong Kong Dollar 9.8868 9.8349 9.7061

INR Indian Rupee 105.3582 104.0566 101.6145

PHP Philippine Peso 71.0136 70.2503 67.2196

USD United States Dollar 1.2633 1.2569 1.2364

The Company’s assets and liabilities as at 31 March (shown at fair value, except derivatives at gross exposure value), by currency

based on the country of primary exposure, are shown below:

2024

BRL

£’000s

EUR

£’000s

HKD

£’000s

INR

£’000s

PHP

£’000s

USD

£’000s

Other

£’000s

Total

£’000s

Current assets 2,110 – 232 – 2,320 8,292 875 13,829

Creditors (1,693) – – – (1,970) (2,146) – (5,809)

Foreign currency exposure on

net monetary items 417 – 232 – 350 6,146 875 8,020

Investments 126,075 37,174 42,140 38,023 35,267 23,682 169,292 471,653

Total net foreign currency

exposure 126,492 37,174 42,372 38,023 35,617 29,828 170,167 479,673

Percentage of net exposures (%) 26.4 7.8 8.8 7.9 7.4 6.2 35.5 100.0

2023

BRL

£’000s

HKD

£’000s

INR

£’000s

MXN

£’000s

PHP

£’000s

USD

£’000s

Other

£’000s

Total

£’000s

Current assets 141 – 165 – 21 (1,060) 405 (328)

Creditors – – (1,621) – – (91) (35,168) (36,880)

Foreign currency exposure on

net monetary items 141 – (1,456) – 21 (1,151) (34,763) (37,208)

Investments 109,417 59,737 56,669 29,267 26,584 35,623 169,234 486,531

Total net foreign currency

exposure 109,558 59,737 55,213 29,267 26,605 34,472 134,471 449,323

Percentage of net exposures (%) 24.4 13.3 12.3 6.5 5.9 7.7 29.9 100

Based on the financial assets and liabilities held, and exchange rates applying, at the Statement of Financial Position date, a

weakening or strengthening of Sterling against each of these currencies by 10% would have had the following approximate effect

on annualised income after tax and on NAV per share:

2024 2023

Weakening of

Sterling

BRL

£’000s

EUR

£’000s

HKD

£’000s

INR

£’000s

PHP

£’000s

USD

£’000s

BRL

£’000s

HKD

£’000s

INR

£’000s

MXN

£’000s

PHP

£’000s

USD

£’000s

Statement of Comprehensive Income return after tax

Revenue return 443 – 199 403 168 5 518 252 432 116 139 –

Capital return 14,009 4,131 4,683 4,236 3,926 2,631 12,157 6,637 6,297 3,252 2,954 3,958

Total return 14,452 4,131 4,882 4,639 4,094 2,636 12,675 6,889 6,729 3,368 3,093 3,958

NAV per share

Basic – pence 7.32 2.09 2.47 2.35 2.07 1.33 6.12 3.32 3.25 1.63 1.49 1.91

Utilico Emerging Markets Trust plc

2024 2023

Strengthening

of Sterling

BRL

£’000s

EUR

£’000s

HKD

£’000s

INR

£’000s

PHP

£’000s

USD

£’000s

BRL

£’000s

HKD

£’000s

INR

£’000s

MXN

£’000s

PHP

£’000s

USD

£’000s

Statement of Comprehensive Income return after tax

Revenue return (443) – (199) (403) (168) (5) (518) (252) (432) (116) (139) –

Capital return (14,009) (4,131) (4,683) (4,236) (3,926) (2,631) (12,157) (6,637) (6,297) (3,252) (2,954) (3,958)

Total return (14,452) (4,131) (4,882) (4,639) (4,094) (2,636) (12,675) (6,889) (6,729) (3,368) (3,093) (3,958)

NAV per share

Basic – pence (7.32) (2.09) (2.47) (2.35) (2.07) (1.33) (6.12) (3.32) (3.25) (1.63) (1.49) (1.91)

Interest rate exposure

2024 2023

Within

one year

£’000s

More than

one year

£’000s

Total

£’000s

Within

one year

£’000s

More than

one year

£’000s

Total

£’000s

Exposure to floating rates

Cash 5,751 – 5,751 456 – 456

Bank overdrafts – – – (1,482) – (1,482)

Loans – – – (35,102) – (35,102)

5,751 – 5,751 (36,128) – (36,128)

Exposures vary throughout the year as a consequence of changes in the make-up of the net assets of the Company arising out of

the investment and risk management processes. Interest received on cash balances or paid on overdrafts and loans is at ruling

market rates. The Company’s total returns and net assets are sensitive to changes in interest rates on cash and borrowings.

Based on the financial assets and liabilities held and the interest rates pertaining at each Statement of Financial Position date,

a relative decrease or increase in market interest rates by 2% would have had the following approximate effects on the income

statement revenue and capital returns after tax and on the NAV per share.

2024 2023

2% increase

in rate

£’000s

2% decrease

in rate

£’000s

2% increase

in rate

£’000s

2% decrease

in rate

£’000s

Revenue return 115 (115) (161) 161

Capital return – – (562) 562

Net assets 115 (115) (723) 723

Other market risk exposures

The portfolio of investments, valued at £517,195,000 as at 31 March 2024 (2023: £545,657,000) is exposed to market price

changes.

Based on the portfolio of investments at the Statement of Financial Position date and assuming other factors remain constant, a

decrease or increase in the fair values of the portfolio by 20% would have had the following approximate effects on the Statement

of Comprehensive Income capital return after tax and on the basic NAV per share:

2024 2023

Increase

in value

Decrease in

value

Increase

in value

Decrease in

value

Statement of Comprehensive Income capital return £’000s 102,901 (102,901) 108,564 (108,564)

NAV per share

Basic – pence 53.92 (53.92) 53.69 (53.69)

Report and Accounts for the Year to 31 March 2024

(b) Liquidity risk exposure

The Company is required to raise funds to meet commitments associated with financial instruments. These funds may be raised

either through the realisation of assets or through increased borrowing. The risk of the Company not having sufficient liquidity

at any time is not considered by the Board to be significant given the number and value of quoted liquid investments held in the

Company’s portfolio (66 valued at £494,081,000 as at 31 March 2024).

Cash balances are held with reputable banks with high quality external credit ratings.

The Investment Managers review liquidity at the time of making each investment decision. The Board reviews liquidity exposure

at each meeting. The remaining contractual maturities of the financial liabilities as at 31 March, based on the earliest date on

which payment can be required, were as follows:

2024

Three

months

or less

£’000

More than three

months but less

than one year

£’000

More than

one year

£’000

Total

£’000

Creditors:

Securities purchased for future settlement 3,502 – – 3,502

Other payables 695 – – 695

4,197 – – 4,197

2023

Three

months

or less

£’000

More than three

months but less

than one year

£’000

More than

one year

£’000

Total

£’000

Creditors:

Bank overdrafts 1,482 – – 1,482

Bank loans and interest 690 36,458 – 37,148

Other payables 428 – – 428

2,600 36,458 – 39,058

The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for

securities which the Company has delivered. The Board approves all counterparties used by the Company in such transactions, which

must be settled on the basis of delivery against payment (except where local market conditions do not permit). Broker counterparties

are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant

regulatory body. The rate of default in the past has been negligible. Cash and deposits are held with reputable banks with high quality

external credit ratings.

The Company has an on-going contract with its custodians for the provision of custody services. The contracts are reviewed regularly.

Details of securities held in custody on behalf of the Company are received and reconciled monthly. To the extent that the Investment

Managers and Waverton carry out duties (or cause similar duties to be carried out by third parties) on the Company’s behalf, the

Company is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings with the Investment

Managers.

None of the Company’s financial assets is past due or impaired.

(d) Fair value of financial assets and financial liabilities

The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the Statement of Financial Position at fair

value, or at a reasonable approximation thereof. Borrowings under the loan facility did not have a value materially different from

their capital repayment amounts. Borrowings in foreign currencies were converted into Sterling at exchange rates ruling at each

valuation date.

Unquoted investments are valued based on professional assumptions and advice that is not wholly supported by prices from

current market transactions or by observable market data. The Directors make use of recognised valuation techniques and may

take account of recent arms’ length transactions in the same or similar investments. The Directors regularly review the principles

Utilico Emerging Markets Trust plc

applied by the Investment Managers to those valuations to ensure they comply with the Company’s accounting policies and with

fair value principles.

Level 3 financial instruments valuation methodology

The objective of using valuation techniques is to arrive at a fair value measurement that reflects the price that would be received

to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.

The Company uses proprietary valuation models, which are compliant with IPEV guidelines and IFRS 13 and which are usually

developed from recognised valuation techniques. Some or all of the significant inputs into these models may not be observable

in the market and are derived from market prices or rates or are estimated based on assumptions. Valuation models that employ

significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair

value. Management judgement and estimation are usually required for the selection of the appropriate valuation model to be

used, determination of expected future cash flows of the financial instrument being valued, determination of the probability of

counterparty default and prepayments, peer group multiple and selection of appropriate discount rates.

Fair value estimates obtained from such models are adjusted for any other factors, such as controlling interest, historical and

projected financial data, entity specific strengths and weaknesses, or model uncertainties, to the extent that the Company

believes that a third party market participant would take them into account in pricing a transaction.

The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the

valuations. The level 3 assets comprise of a number of unlisted investments at various stages of development and each has been

assessed based on its industry, location and business cycle. The valuation methodologies include net assets, discounted cash

flows, cost of recent investment or last funding round, or listed peer comparison or peer group multiple as appropriate. Where

applicable, the Directors have considered observable data and events to underpin the valuations. A discount has been applied,

where appropriate, to reflect both the unlisted nature of the investments and business risks.

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

Level 3 inputs are sensitive to assumptions made when ascertaining fair value. While the Directors believe that the estimates of fair

value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. The

sensitivities shown in the table below give an indication of the effect of applying reasonable and possible alternative assumptions.

In assessing the level of reasonably possible outcomes consideration was also given to the impact on valuations of the elevated

level of volatility in equity markets during the year, principally reflecting concerns about high rates of inflation, tightening energy

supplies, higher interest rates and the Ukraine and Middle East conflicts. The impact on the valuations has been varied and largely

linked to their relevant sectors and this has been reflected in the level of sensitivities applied.

The following table shows the sensitivity of the fair value of level 3 financial investments to changes in key assumptions. For each

unlisted holding valued over £5.0m, the significant valuation inputs have been detailed below the table.

As at 31 March 2024

Investment

type

Valuation

methodology

Risk

weighting

Sensitivity

+/-

Carrying

amount

£’000s

Sensitivity

£’000s

Petalite Equity/Loan

Last funding

round High 70% 10,082 7,057

UEM (HK) Limited Loan NAV Low 10% 4,711 471

EBP Equity

Fair Value of

net assets Medium 20% 3,452 690

Other investments Equity Various Medium 20% 4,212 842

Other investments Loan

Discounted

cash flows Medium 20% 657 131

Total 23,114 9,191

Report and Accounts for the Year to 31 March 2024

As at 31 March 2023

Investment

type

Valuation

methodology

Risk

weighting

Sensitivity

+/-

Carrying

amount

£’000s

Sensitivity

£’000s

Petalite Equity

Last funding

round High 50% 28,607 14,304

UEM (HK) Limited Equity/Loan NAV Low 10% 11,615 1,162

Conversant

Solutions Pte Ltd Equity

Last funding

round Medium 20% 7,877 1,575

Other investments Equity Various Medium 20% 5,956 1,191

Other investments Equity Various Low 10% 4,187 419

Other investments Loan

Discounted cash

flows Medium 20% 450 90

Total 58,692 18,741

Petalite

UEM holds 10,725 ordinary shares in Petalite and, as at 31 March 2024 carried this investment at £8.6m (2023: £28.6m). The cost

of this investment was £2.8m (2023: £2.8m). UEM has also provided a loan of £1.5m to Petalite.

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

Valuation Methodology: Petalite is an unlisted electric vehicle (“EV”) charging infrastructure company based in the UK that has

been developing a new technology which enables more reliable and cost effective EV chargers. Over the last year, the EV charging

sector, as measured by listed stock prices, has weakened considerably and private capital activity has decreased. The Directors

consider these events would also apply to Petalite and have accordingly reduced the carrying value of Petalite by an amount

equivalent to the average reduction of Petalite’s peer group comparable companies, giving a carrying value of £8.6m as at

31 March 2024. Petalite’s fair value has been given a sensitivity of 70% (2023: 50%) reflecting the high level of uncertainty due to

the length of time since the last fundraise and the fact that Petalite remains pre-revenue. As Petalite has yet to commercialise its

technology and is pre-revenue it remains reliant on external funding. As at 12 June 2024, UEM valued Petalite’s equity at £3.5m

reflecting the most recent price indications from the Series A fund raise which is ongoing.

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

(e) Capital Risk Management

The investment policy of the Company is stated as being to provide long term total return through a flexible investment policy

that permits it to make investments predominantly in infrastructure, utility and related sectors, mainly in emerging markets. The

capital of the Company comprises ordinary share capital and reserves equivalent to the net assets of the Company. In pursuing

the long term investment policy, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern.

It must therefore maintain an optimal capital structure through varying market conditions. This involves the ability to: issue and

buyback share capital within limits set by the shareholders in general meeting; borrow monies in the short and long term (up to a

limit of 25% of gross assets); and pay dividends to shareholders out of reserves. Changes to ordinary share capital are set out in

note 16. Dividend payments are set out in note 9. Loans are set out in note 13.

27. Fair Value Hierarchy

IFRS 13 ‘Financial Instruments: Disclosures’ require an entity to classify fair value measurements using a fair value hierarchy that

reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels:

Level 1 reflects financial instruments quoted in an active market.

Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market

transactions in the same instrument or based on a valuation technique whose variables include only data from observable

markets.

Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on

assumptions that are not supported by prices from observable market transactions in the same instrument and not based on

available observable market data.

Utilico Emerging Markets Trust plc

The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as

follows:

As at 31 March 2024

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Investments 487,603 6,478 23,114 517,195

During the year three holdings with a value of £9.4m were transferred from level 1 to level 2 due to the investee companies shares

trading irregularly in the year. The book cost and fair value were transferred using the 31 March 2023 balances.

As at 31 March 2023

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Investments 483,146 3,818 58,693 545,657

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

2024

£’000

2023

£’000

Balance brought forward 58,693 48,110

Purchases 2,600 3,691

Sales (9,435) (4,423)

Gains on investments sold in the year 742 1,760

(Losses)/gains on investments held at end of year (29,486) 9,555

Balance as at 31 March 23,114 58,693

Analysed as at 31 March

Cost of investments 23,391 29,484

(Losses)/gains on investments (277) 29,209

Valuation 23,114 58,693

28. Post Balance Sheet Event

Since the year end, UEM advanced to Petalite a further £1.0m, fully utilising the loan agreement (see note 10). As at 12 June 2024,

UEM valued Petalite’s equity at £3.5m reflecting the most recent price indications from the Series A fund raise which is ongoing

and continued weakness in a difficult funding environment for early stage companies.

Report and Accounts for the Year to 31 March 2024

Alternative Investment Fund Managers Directive (“AIFMD”)

In accordance with the AIFMD, information in relation to the Company’s leverage and the remuneration of the Company’s AIFM,

ICMIM, is required to be made available to investors. Detailed regulatory disclosures including those on the AIFM’s remuneration

policy are available on ICM’s website at https://www.icm.limited/icm-investment-management.

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

2024 2023

Leverage exposure

Gross

method

Commitment

method

Gross

method

Commitment

method

Maximum permitted limit 300% 300% 300% 300%

Actual 100% 100% 107% 107%

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

parameters set by the Board in relation to borrowings.

Securities Financing Transactions (“SFT”)

The Company has not, in the years to 31 March 2024 and 31 March 2023, participated in any: repurchase transactions; securities

lending or borrowing; buy-sell back transactions; margin lending transactions; or total return swap transactions (collectively

called SFT). As such, it has no disclosure to make in satisfaction of the UK version of the EU regulation 2015/2365 on transparency

of SFT which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.

Other Financial Information (Unaudited)

Utilico Emerging Markets Trust plc

Notice is hereby given that the Annual General Meeting of Utilico Emerging Markets Trust plc will be held at The Royal

Society of Chemistry, Burlington House, Piccadilly, London W1J 0BA on Tuesday, 17 September 2024 at 10.30 a.m. for

the purpose of considering and, if thought fit, passing the following resolutions (which will be proposed in the case of

resolutions 1 to 11, as ordinary resolutions and, in the case of resolutions 12 and 13, as special resolutions).

Ordinary Business

1. To receive and adopt the report of the Directors of the Company and the financial statements for the year ended

31 March 2024, together with the report of the auditor thereon.

2. To approve the Directors’ Remuneration Report for the year ended 31 March 2024.

3. To approve the Company’s dividend policy to pay four interim dividends per year.

4. To re-elect Mr John Rennocks as a Director.

5. To re-elect Mr Mark Bridgeman as a Director.

6. To re-elect Ms Isabel Liu as a Director.

7. To re-elect Mr Eric Stobart as a Director.

8. To elect Ms Nadya Wells as a Director.

9. To re-appoint KPMG LLP as auditor to the Company to hold office until the conclusion of the next Annual General

Meeting of the Company.

10. To authorise the Directors to determine the auditor’s remuneration.

Special Business

Ordinary Resolution

11. That, in substitution for all existing authorities, the Directors of the Company be and they are hereby generally and

unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”), to exercise all the powers

of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into

shares in the Company (“Securities”) up to an aggregate nominal amount of £189,275 (being 10% of the aggregate

nominal amount of the issued share capital excluding treasury shares of the Company as at the date of this Notice)

provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company to

be held in 2025 but so that the Company may, at any time before such expiry, make any offer or agreement which

would or might require Securities to be allotted after such expiry pursuant to any such offer or agreement as if the

authority hereby conferred had not expired.

Special Resolutions

12. That, in substitution for all existing authorities and subject to the passing of resolution 11, the Directors of the

Company be and are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the “Act”) to

allot equity securities (as defined in section 560 of the Act) pursuant to the authority granted by resolution 10, and

to sell equity securities held by the Company as treasury shares (as defined in section 724 of the Act) for cash, as if

section 561(1) of the Act did not apply to any such allotments or sales of equity securities, provided that this power:

(a) shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2025, except

that the Company may at any time before such expiry make offers or agreements which would or might require

equity securities to be allotted or sold after such expiry and notwithstanding such expiry the Directors may allot

or sell equity securities in pursuance of such offers or agreements;

(b) shall be limited to the allotment of equity securities and/or sale of equity securities held in treasury for cash up

to an aggregate nominal amount of £189,275 (representing 10% of the aggregate nominal amount of the issued

share capital, excluding treasury shares of the Company, as at the date of this Notice); and

Notice of Annual General Meeting

Report and Accounts for the Year to 31 March 2024

(c) shall be limited to the allotment of equity securities and/or the sale of equity securities held in treasury at a price

of not less than the net asset value per share as close as practicable to the relevant allotment or sale.

13. That, in substitution for the Company’s existing authority to make market purchases of ordinary shares of 1p in the

Company (“Shares”), the Company be and is hereby authorised in accordance with section 701 of the Companies Act

2006 (the “Act”) to make market purchases of Shares (within the meaning of section 693 of the Act), provided that:

(a) the maximum number of Shares hereby authorised to be purchased is 28,370,000 (being 14.99% of the

Company’s issued ordinary share capital, excluding treasury shares of the Company, as at the date of this Notice);

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

share;

average of the market value of a Share for the five business days immediately preceding the date of purchase

as derived from the Daily Official List of the London Stock Exchange; and (ii) that stipulated by article 5(6) of the

UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European

Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse

(Amendment) (EU Exit) Regulations 2019; and

(d) unless renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General

Meeting of the Company to be held in 2025 save that the Company may, at any time prior to such expiry, enter

into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry

and the Company may purchase Shares pursuant to any such contract or contracts as if the authority conferred

hereby had not expired.

All Shares purchased pursuant to the above authority shall be either: (i) held, sold, transferred or otherwise dealt

with as treasury shares in accordance with the provisions of the Act; or (ii) cancelled immediately upon completion of

the purchase.

By order of the Board

ICM Investment Management Limited

Company Secretary

14 June 2024

Registered Office:

The Cottage, Ridge Court

The Ridge

Epsom, Surrey KT18 7EP

Utilico Emerging Markets Trust plc

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 13 September

2024. Amended instructions must also be received by

the Company’s registrar by the deadline for receipt of

forms of proxy. Alternatively, you can vote or appoint a

proxy electronically by visiting 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 10:00 a.m. on 13 September

2024. To appoint more than one proxy, an additional proxy

form(s) may be obtained by contacting the Registrar’s

helpline on +44 (0370) 707 1375 or you may photocopy

the form of proxy. Please indicate in the box next to the

proxy holder’s name the number of shares in relation to

which they are authorised to act as your proxy. Please

also indicate by marking the box provided if the proxy

instruction is one of multiple instructions being given. All

forms of proxy must be signed and should be returned

together in the same envelope.

3. Completion and return of the form of proxy will not prevent

you from attending the meeting and voting in person. If you

have appointed a proxy and attend the meeting in person,

your proxy appointment will be automatically terminated.

4. Any person receiving a copy of this Notice as a person

nominated by a member to enjoy information rights under

section 146 of the Companies Act 2006 (a “Nominated

Person”) should note that the provisions in Notes 1 and 2

above concerning the appointment of a proxy or proxies to

attend the meeting in place of a member, do not apply to a

Nominated Person as only ordinary shareholders have the

right to appoint a proxy. However, a Nominated Person may

have a right under an agreement between the Nominated

Person and the member by whom he or she was nominated

to be appointed, or to have someone else appointed, as

proxy for the meeting. If a Nominated Person has no such

proxy appointment right or does not wish to exercise it,

he/she may have a right under such agreement to give

instructions to the member as to the exercise of voting

rights at the meeting.

5. Nominated Persons should also remember that their

main point of contact in terms of their investment in

the Company remains the member who nominated the

Nominated Person to enjoy the information rights (or

perhaps the custodian or broker who administers the

investment on their behalf). Nominated Persons should

continue to contact that member, custodian or broker (and

not the Company) regarding any changes or queries relating

to the Nominated Person’s personal details and interest in

the Company (including any administrative matter). The only

exception to this is where the Company expressly requests

a response from the Nominated Person.

6. Pursuant to Regulation 41 (1) of The Uncertificated

Securities Regulations 2001 and for the purposes of

section 360B of the Companies Act 2006, the Company has

specified that only shareholders registered on the register

of members of the Company by not later than 6.00 p.m.

two days prior to the time fixed for the meeting shall be

entitled to attend and vote at the meeting in respect of the

number of the ordinary shares registered in their name at

such time. If the meeting is adjourned, the time by which a

person must be entered on the register of members of the

Company in order to have the right to attend and vote at the

adjourned meeting is 6.00 p.m. two days prior to the time

of adjournment. Changes to the register of members after

the relevant times shall be disregarded in determining the

rights of any person to attend and vote at the meeting.

7. In the case of joint holders, the vote of the senior holder

who tenders a vote, whether in person or by proxy, shall

be accepted to the exclusion of the votes of the other joint

holders and, for this purpose, seniority will be determined

by the order in which the names stand in the register of

members of the Company in respect of the relevant joint

holding.

8. Shareholders who hold their shares electronically may

submit their votes through CREST, by submitting the

appropriate and authenticated CREST message so as to

be received by the Company’s registrar not later than

10:00 a.m. on 13 September 2024. Instructions on how to

vote through CREST can be found by accessing the CREST

manual via www.euroclear.com. Shareholders are advised

that CREST and the internet are the only methods by which

completed proxies can be submitted electronically.

9. If you are a CREST system user (including a CREST personal

member) you can appoint one or more proxies or give

an instruction to a proxy by having an appropriate CREST

message transmitted. To appoint one or more proxies

or to give an instruction to a proxy (whether previously

appointed or otherwise) via the CREST system, CREST

messages must be received by Computershare (ID number

3RA50) not later than 10:30 a.m. on 13 September 2024.

For this purpose, the time of receipt will be taken to be

the time (as determined by the timestamp generated by

the CREST system) from which Computershare is able to

retrieve the message. CREST personal members or other

CREST sponsored members should contact their CREST

sponsor for assistance with appointing proxies via CREST.

For further information on CREST procedures, limitations

and system timings please refer to the CREST manual. The

Company may treat as invalid a proxy appointment sent by

CREST in the circumstances set out in Regulation 35(5)(a) of

The Uncertificated Securities Regulations 2001.

Notice of Annual General Meeting (continued)

Report and Accounts for the Year to 31 March 2024

10. If the Chairman, as a result of proxy appointments, is

given discretion as to how the votes the subject of those

proxies are cast and the voting rights in respect of those

discretionary proxies, when added to the interests in the

Company’s securities already held by the Chairman, result in

the Chairman holding such number of voting rights that he

has a notifiable obligation under the Disclosure Guidance

and Transparency Rules, the Chairman will make the

necessary notifications to the Company and the Financial

Conduct Authority. As a result, any member holding 3%

or more of the voting rights in the Company, who grants

the Chairman a discretionary proxy in respect of some or

all of those voting rights and so would otherwise have a

notification obligation under the Disclosure Guidance and

Transparency Rules, need not make a separate notification

to the Company and Financial Conduct Authority. Any

such person holding 3% or more of the voting rights in the

Company who appoints a person other than the Chairman

as his proxy will need to ensure that both he and such

person complies with their respective disclosure obligations

under the Disclosure Guidance and Transparency Rules.

11. Any questions relevant to the business of the meeting may

be asked at the meeting by anyone permitted to speak

at the meeting. A shareholder may alternatively submit a

question in advance by a letter addressed to the Company

Secretary at the Company’s registered office. Under

section 319A of the Companies Act 2006, the Company

must answer any question a shareholder asks relating to

the business being dealt with at the meeting, unless (i)

answering the question would interfere unduly with the

preparation for the meeting or involve the disclosure of

confidential information; (ii) the answer has already been

given on a website in the form of an answer to a question;

or (iii) it is undesirable in the interests of the Company

or the good order of the meeting that the question be

answered.

12. Any corporation which is a member can appoint one or

more corporate representatives who may exercise on its

behalf all of its powers as a member provided that, if it is

appointing more than one corporate representative, it does

not do so in relation to the same shares.

13. Under section 527 of the Companies Act 2006, members

meeting the threshold requirements set out in that section

have the right to require the Company to publish on a

website a statement setting out any matter relating to: (i)

the audit of the Company’s accounts (including the auditor’s

report and the conduct of the audit) that are to be laid

before the meeting; or (ii) any circumstance connected with

an auditor of the Company ceasing to hold office since the

previous meeting at which annual accounts and reports

were laid in accordance with section 437 of the Companies

Act 2006.

The Company may not require the members requesting any

such website publication to pay its expenses in complying

with sections 527 or 528 of the Companies Act 2006.

Where the Company is required to place a statement on a

website under section 527 of the Companies Act 2006, it

must forward the statement to the Company’s auditors not

later than the time when it makes the statement available

on the website. The business which may be dealt with at

the meeting includes any statement that the Company has

been required under section 527 of the Companies Act

2006 to publish on a website.

14. As at 13 June 2024 (being the last practicable date prior

to the publication of this Notice of Annual General

Meeting), the Company’s issued share capital consisted of

189,275,034 ordinary shares of 1p each, excluding shares

held in treasury. Each ordinary share carries the right to one

vote and therefore the total voting rights in the Company as

at the date of this Notice are 189,275,034.

15. Further information regarding the meeting which the

Company is required by section 311A of the Companies Act

2006 to publish on a website in advance of the meeting, can

be accessed at www.uemtrust.co.uk.

16. No service contracts exist between the Company and any

of the Directors, who hold office in accordance with letters

of appointment and the Articles of Association.

17. Copies of the letters of the appointment and deeds of

indemnity between the Company and the Directors, a

copy of the Articles of Association of the Company and

the register of the Directors’ holdings will be available for

inspection at the registered office of the Company during

usual business hours on any weekday (Saturdays, Sundays

and Bank Holidays excluded) until the date of the meeting

and also on the date of the meeting from 15 minutes prior

to commencement of the meeting until the conclusion

thereof.

18. Under sections 338 and 338A of the Companies Act 2006,

members meeting with the threshold requirements in

those sections have the right to require the Company: (i) to

give, to members of the Company entitled to receive notice

of the meeting, notice of a resolution which may properly be

moved and is intended to be moved at the meeting; and/or

(ii) to include in the business to be dealt with at the meeting

any matter (other than a proposed resolution) which may

be properly included in the business. A resolution may

properly be moved or a matter may properly be included in

the business unless:

(a) (in the case of a resolution only), it would, if passed, be

ineffective (whether by reason of inconsistency with any

enactment or the Company’s constitution or otherwise);

(b) it is defamatory of any person; or

Such a request may be in hard copy form or in electronic

form, and must identify the resolution of which notice is

to be given or the matter to be included in the business,

must be authorised by the person or persons making it,

must be received by the Company not later than 5 August

2024 (being the date six clear weeks before the meeting)

and, in the case of a matter to be included in the business

only, must be accompanied by a statement setting out the

grounds for the request.

19. Any electronic address provided either in this Notice or in

any related documents (including the form of proxy) may

not be used to communicate with the Company for any

purpose other than those expressly stated.

Utilico Emerging Markets Trust plc

Directors

John Rennocks (Chairman)

Mark Bridgeman

Isabel Liu

Eric Stobart, FCA

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

JP Morgan Europe Limited

25 Bank Street

Canary Wharf

London E14 5JP

Authorised by the Prudential Regulation Authority and regulated by the

Financial Conduct Authority and the Prudential Regulation Authority

Brokers

Shore Capital and Corporate Limited

Cassini House, 57 St James’s Street

London SW1A 1LD

Authorised and regulated in the UK by the Financial Conduct Authority

Barclays Bank PLC

1 Churchill Place

London E14 5HP

Authorised by the Prudential Regulation Authority and regulated by the

Financial Conduct Authority and the Prudential Regulation Authority

Legal Adviser to the Company

Norton Rose Fulbright LLP

3 More London Riverside

London SE1 2AQ

Auditor

KPMG LLP

15 Canada Square

London E14 5GL

Member of the Institute of Chartered Accountants in England and Wales

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS13 8AE

Telephone +44 (0370) 707 1375

Public Relations

Montford Communications Limited

2nd Floor, Berkeley Square House

Berkeley Square

Mayfair

London W1J 6BD

Telephone + 44 (0)20 7887 6287