2025
Report and Accounts
Report and Accounts for the Year to 31 March 2025
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1
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 by
investing predominantly in infrastructure, utility
and related sectors, primarily in emerging markets.
Why Utilico Emerging Markets Trust plc?
Unique Exposure to Infrastructure Megatrends
Utilico Emerging Markets Trust plc ("UEM" or the
"Company") offers a diverse portfolio of high conviction,
bottom-up investments in infrastructure and utilities,
providing unique exposure to infrastructure megatrends
in emerging markets (“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. The portfolio provides
predictable, sustainable and growing income as a result
of long term cash flows, which are often underpinned by
established regulatory frameworks.
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
specialised asset class.
Strong Performance
As at 31 March 2025, UEM has:
• an 8.8% annualised NAV total return over 19 years
• outperformed the MSCI Emerging Markets total
return Index (“MSCI EM Index”) over the last three, five
and ten years, and since inception
• a 4.2% dividend yield
Utilico Emerging Markets Trust plc is a UK listed
fund unique in focusing on infrastructure and
utilities in emerging markets, where structural
growth drivers are accelerated by global
infrastructure megatrends.
International Container Terminal Services, Inc (The Philippines)
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Contents
Financial Calendar
Year End
31 March
Annual General Meeting
16 September 2025
Half Year
30 September
Dividends Payable
March, June, September
and December
The business of UEM consists of
investing the pooled funds of its
shareholders in accordance with its
investment objective and policy, with
the aim of spreading investment risk and
generating a return for shareholders.
The joint portfolio managers of
the Company are ICM Investment
Management Limited (“ICMIM”) and ICM
Limited (“ICM”), together referred to as
the “Investment Managers”.
Performance
3 Megatrends
4 Current Year Performance
5 Performance Summary
6 Chairman’s Statement
10 Distribution of Total Assets
11 Investment Portfolio
13 Performance Since Inception (20 July 2005)
14 Ten Year Performance
Strategic Report And Investments
15 Investment Managers’ Report
20 Investment Approach
22 ESG Spotlight
23 Holdings Overview
24 Ten Largest Holdings
25 Strategic Report
34 Investment Managers and Team
Governance
36 Directors
37 Directors’ Report
43 Corporate Governance Statement
49 Directors’ Remuneration Report
52 Audit & Risk Committee Report
55 Directors’ Statement of Responsibilities
Financial Statements
56 Independent Auditor’s Report
64 Accounts
68 Notes to the Accounts
Additional Information
87 Notice of Annual General Meeting
91 Company Information
92 Alternative Performance Measures
95 Historical Performance
Cia de Saneamento Básico do Estado de São
Paulo ("Sabesp") (Brazil)
5 year rating out of 2,506 Global
Emerging Markets Equity funds
as of 31 March 2025.
Megatrends Accelerating Upside
in Emerging Markets
Social Infrastructure
Urbanisation and rise of the middle class driving demand for better social infrastructure
32.2%
*
• Most EM countries lack adequate essential social infrastructure.
• The growth of the middle class is increasing demand for better quality services and
infrastructure.
• Rapid urbanisation is creating a need for huge investments in infrastructure, transportation,
communication and internet services creating exciting opportunities for portfolio companies.
Energy Growth and Transition
Decarbonisation and investment in energy to support strong economic growth
25.6%
*
• Strong 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 are driving energy security higher up the agenda to cut reliance on
imported energy.
• Huge investment in renewables assets and supporting grid infrastructure across EM.
Digital Infrastructure
Rapid digital adoption accelerating demand for digital infrastructure
25.0%
*
• Advantageous demographics of young EM populations, typically more tech savvy, driving
demand for digital infrastructure.
• 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 EM to deliver
goods and services to a domestic and global customer base.
• New and disruptive applications including Artificial Intelligence ("AI") developed in EM are
facilitating new business models and efficiencies.
Global Trade
Trade being fuelled by structural growth drivers, geopolitical dynamics and shifting supply chains
17.2%
*
• EM economies offering strong GDP growth increasing their importance in the share of world
trade.
• Supply chain disruptions, geopolitical tensions and increasing export restrictions has led
companies to reconsider their supply chains.
• The increasingly multi-polar world and the reshaping of the competitive environment are
presenting new investment opportunities and the need to diversify supply chains.
* Percent of total investments
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Current Year Performance
Total Return Comparative Performance
(Pence)
from 31 March 2024 to 31 March 2025
Source: ICM and Bloomberg
Share price total return per shareNAV total return per share
Mar 25Feb 25Jan 25Dec 24Nov 24Oct 24Sep 24Aug 24Jul 24Jun 24May 24Apr 24Mar 24
90
95
100
105
110
MSCI EM total return Index (GBP adjusted)
Rebased to 100 as at 31 March 2024
Dividends of 9.125p
Per Share
6.1%
(2024: 1.8%)
Dividend Yield*
4.2%
(2024: 3.9%)
Discount to NAV*
16.0%
(2024: 19.3%)
Ongoing Charges*
1.5%
(2024: 1.5%)
Net Asset Value ("NAV")
Total Return Per Share*
-2.9%
(2024: 12.8%)
Share Price Total
Return Per Share*
1.8%
(2024: 5.8%)
NAV Per Share of
257.28p
(2024: 274.01p)
Share Price of
216.00p
(2024: 221.00p)
4.3m Shares
Bought Back
£9.6m
(2024: £25.4m)
Invested
£128.4m
(2024: £80.2m)
Realised
£121.5m
(2024: £155.5m)
Net Debt
£13.6m
(2024: Net Cash £5.8m)
* See Alternative Performance Measures on pages 92 to 94
Performance Summary
31 March
2025
31 March
2024
% change
2025/24
NAV total return per share
1
(annual) (%) (2.9) 12.8 n/a
Share price total return per share
1
(annual) (%) 1.8 5.8 n/a
Annual compound NAV total return
1
(since inception - 20 July 2005
2
) (%) 8.8 9.5 n/a
NAV per share (pence) 257.28 274.01 (6.1)
Share price (pence) 216.00 221.00 (2.3)
Discount
1
(%) (16.0) (19.3) n/a
Earnings per share (basic)
- Capital (pence) (18.81) 20.48 (191.8)
- Revenue (pence) 9.95 8.83 12.7
Total (pence) (8.86) 29.31 (130.2)
Dividends per share
- 1st quarter (pence) 2.150 2.150 0.0
- 2nd quarter (pence) 2.325 2.150 8.1
- 3rd quarter (pence) 2.325 2.150 8.1
- 4th quarter (pence)
2.325
3
2.150 8.1
Total (pence) 9.125 8.600 6.1
Gross assets
1
(£m) 497.4 522.9 (4.9)
Equity holders’ funds (£m) 479.8 522.9 (8.2)
Shares bought back (£m) 9.6 25.4 (62.2)
Cash (£m) 3.9 5.8 (32.8)
Bank loans (£m) (17.5) – n/a
Net (debt)/cash (£m) (13.6) 5.8 (334.5)
Net (gearing)/cash
1
(%) (2.8) 1.1 n/a
Management and administration fees and other expenses (£m) 7.4 7.7 (3.9)
Ongoing charges figure
1
(%) 1.5 1.5 n/a
1 See Alternative Performance Measures on pages 92 to 94
2 All performance data relating to periods prior to 3 April 2018 are in respect of Utilico Emerging Markets Limited (“UEM Limited”), UEM's predecessor
3 The fourth quarterly dividend has not been included as a liability in the accounts
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Geopolitical conflicts have continued in Ukraine and
the Middle East, and these have added additional
headwinds. However, despite these challenges at
a macro level, most of UEM’s portfolio companies
continue to perform well operationally.
Two events that have hampered UEM’s performance
have been the reduction in the valuation of Petalite
Limited (“Petalite”) and currency. Petalite, an unlisted
investment, impacted UEM’s NAV total return by
-1.5%. In addition, since UEM has 21.8% of its portfolio
invested in Brazil, the 14.5% Brazilian Real depreciation
against Sterling this year has overshadowed very
strong operational performance being reported from a
number of the Brazilian investee companies.
Revenue and Dividends
UEM’s revenue earnings per share (“EPS”) increased
by 12.7% to 9.95p in the year to 31 March 2025 and
the Board has consequently increased the dividend
to 9.125p for the year, a rise of 6.1%. Once again the
dividend is fully covered by earnings.
The increase in the aggregate level of dividends for the
year comprised a dividend of 2.15p in the first quarter
which was then increased to 2.325p for the next three
quarters. Every year for the last ten years, UEM has
been able to increase the annual dividend per share for
shareholders thereby joining the AIC's next generation
of "dividend heroes", the only Global Emerging Markets
fund to do so. Given the volatility of emerging market
currencies and our reporting currency in Sterling, this
is a significant accomplishment.
The Board also understands the importance that
shareholders place on dividends as an important part
of total shareholder return. Accordingly, in the absence
of unforeseen circumstances, the Board will continue
its aim to declare a rising dividend each year, utilising
reserves if required.
Retained earnings revenue reserves increased by
£1.9m in the year to £12.0m, equating to 6.44p per
share as at 31 March 2025.
Ongoing Charges
Ongoing charges were unchanged for the year to
31 March 2025 at 1.5%, despite the persistent
inflationary pressures being witnessed in the wider
market. The Board regularly assesses the Company's
service providers and their fees.
Bank Debt
In August 2024 UEM signed a new £50.0m multi-
currency loan facility agreement with Barclays Bank,
following the maturity of the UEM loan facility with The
Bank of Nova Scotia in March 2024.
As at 31 March 2025, £17.6m was drawn under the loan
facility, compared to nil as at 31 March 2024 and net
gearing stood at 2.8% (31 March 2024: net cash 1.1%).
Portfolio Disclosure
In recent years UEM has disclosed the top thirty
holdings representing approximately 70% of the
portfolio. Going forward, to further enhance our
Rebased to 100 as at 31 March 2024
Source: Bloomberg
Hang Seng Index
PSEi - Philippine SE Index
Bucharest Exchange Trading Index
Jun 24 Sep 24 Dec 24 Mar 25
Brazil Ibovespa Index
Mar 24
Sensex Index
Shanghai SE Composite Index
70
80
90
100
110
120
130
140
150
Indices Movements
from 31 March 2024 to 31 March 2025
Mark Bridgeman
Chairman
I am pleased to present my
first annual report as Chairman
for the year ended 31 March
2025, UEM’s 20th year since its
inception in July 2005.
UEM is unique in focusing on
infrastructure and utilities in
EM, where structural growth
drivers are accelerated by global
infrastructure megatrends. This
strategy is highly differentiated
from the MSCI EM Index and is expertly managed by a
disciplined, bottom-up approach from the Investment
Managers.
Given the long term nature of UEM’s investment
portfolio, comprising companies delivering essential
services and long term growth to EM economies, it is
important to look beyond a single year’s performance.
While UEM’s NAV total return for the year was down by
2.9%, underperforming the MSCI EM total return Index
which increased by 5.7% in Sterling terms over the same
period, over the three and five year periods to 31 March
2025, UEM’s NAV total return increased by 11.8% and
67.2%, significantly outperforming the MSCI EM Index
which was up by 6.3% and by 40.8% respectively.
The chart at the bottom of the page illustrates UEM’s
performance over the last five years compared to the
wide range of categories which make up the MSCI
EM Index. UEM’s portfolio composition will therefore
be very different to that of the MSCI EM Index.
Whilst in the short term this may lead to periods of
underperformance or outperformance, over the longer
term the Investment Managers’ approach is expected
to lead to outperformance against the MSCI EM Index.
The investment backdrop this year has been one
of economic uncertainty and volatility due to
the continually changing investment landscape.
Expectations at the start of the year were that the
US Federal Reserve would cut interest rates for the
first time in over four years. However, the persistently
strong US labour market and inflationary data resulted
in interest rate reductions being pushed into the latter
part of the year. With the election of President Trump
in November 2024, the global economic outlook once
again changed, as speculation turned to the magnitude
of the proposed trade tariffs and an expansionary
fiscal policy. All of which led to higher interest rate and
inflation expectations.
In contrast, the largest emerging market, China,
witnessed the opposite during the year, suffering from
deflationary pressures on the back of weak consumer
confidence and a struggling property market. The
fiscal and monetary stimulus measures announced in
September 2024 fuelled a short-lived market rally as
clarity around a stimulus package failed to materialise
fully. Whilst the start of Chinese New Year sparked
renewed enthusiasm for technology stocks and
all things AI related, market concerns around how
China will achieve its 5% GDP growth target remain,
especially as relations between China and the US
continue to worsen and trade tariffs escalate.
Chairman’s Statement
Source: ICM and Bloomberg
Information
technology
UEM NAV
total return
per share
Financials
Energy Industrials Materials Utilities Comms
services
Consumer
discretionary
Consumer
staples
Healthcare
99.0%
67.2%
66.7%
51.2%
44.1%
43.6%
40.7%
16.0%
9.9%
6.4%
(2.8%)
MSCI EM
Index
40.8%
MSCI EM Sector Index total returns (GBP adjusted)
from 31 March 2020 to 31 March 2025
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The Company has the authority to operate a potential
tender facility available at the Directors’ discretion for
up to 12.5% of the issued share capital. The Company
is reviewing the effectiveness of this facility against
other potential options with its advisers, to the extent
required as a further tool for proactive discount
management. Any changes to this will be announced in
due course.
Audit Tender
In February 2025, it was announced that, following
a formal tender process, BDO LLP ("BDO") has been
appointed as the Company's auditor for the financial
year ended 31 March 2025, replacing KPMG LLP.
BDO's appointment as auditors for the following
financial year will be subject to shareholder approval at
the forthcoming AGM.
Board Composition
As previously announced, I took on the role of
Chairman following the retirement of John Rennocks on
31 December 2024, with Isabel Liu assuming the role of
Senior Independent Director. I would like to thank John
for all his hard work and dedication to the Company
over his nine years as a Director and Chairman.
In September 2024, Nadya Wells was appointed as a
non-executive Director bringing a wealth of experience
in investment management, EM and investment
companies. Nadya has taken on the role of Chair of
UEM's Management Engagement Committee.
As usual, all the Directors will stand for reappointment
at the forthcoming AGM on 16 September 2025.
All the Directors continue to invest their net fees each
quarter in the shares of the Company.
Joint Portfolio Managers
We were pleased to announce in January 2025 that
ICM had appointed Jacqueline Broers as joint portfolio
manager alongside Charles Jillings. Jacqueline,
previously deputy portfolio manager, joined ICM
in 2010 and has been involved in the management
of UEM since that time. Charles has been portfolio
manager since UEM’s IPO in 2005.
20th Anniversary
UEM was first listed on 20 July 2005 making this
year its 20th anniversary as a public company. Since
inception to 31 March 2025, UEM has achieved a NAV
total return of 8.8% per annum or 427.6% in aggregate,
significantly outperforming the MSCI EM Index which
was up by 303.5% over that period. This is testament
to the skill and experience of the Portfolio Managers,
and the breadth and quality of the support from
the ICM research team. Furthermore, the Portfolio
Managers are as enthusiastic about the potential for
the portfolio as they were in 2005, if not more, given
the opportunities they are seeing.
Outlook
Navigating through all the political noise is likely to
be the biggest headwind, with market risk premiums
remaining high until there is more certainty on the
direction of US growth and US interest rates. President
Trump’s obsession with tariffs will potentially weaken
the US Dollar further. While this should be positive
for EM, the President’s actions will likely be limited by
the US bond market acting as a brake, in light of the
potentially higher cost of borrowing and US debt to
GDP now over 120%.
Geopolitical pressures will also remain high in both the
Russia-Ukraine conflict and the Middle East. Relations
between China and the US appear to be marginally
thawing post the President’s U-turn on tariffs; although
they have a long way to go, with the relationship likely
to remain highly volatile with neither nation willing to
concede.
Emerging markets are expected to be well placed as
they should be able to capitalise on this dislocation in
the markets. It is already clear that foreign investors
are beginning to look for alternatives to the US to
invest, which can only be positive for the rest of the
world. With EM valuations remaining relatively cheap,
these markets are likely to benefit from increasing
investor demand playing very well to our core
investment thesis. The defensive nature of UEM’s
infrastructure and utilities portfolio benefitting from
global infrastructure megatrends, coupled with the
disciplined stock selection of the manager, should
ensure UEM continues to deliver long term returns to
shareholders with an attractive dividend income.
Mark Bridgeman
Chairman
13 June 2025
Chairman’s Statement (continued)
transparency and reporting, we have decided to move
to providing disclosure of all the portfolio holdings.
Unlisted Investments (Level 3 Investments)
Over the years UEM has invested in unlisted
businesses with investment size always being modest.
As at 31 March 2025, the value of level 3 investments
was £13.4m, representing 2.7% of the total portfolio,
down from £23.1m as at 31 March 2024. The reduction
is primarily due to the decrease in valuation of Petalite
of £6.5m, as the electric vehicle sector continues to
face valuation weakness. Further details are provided
in the Investment Managers' report.
The primary focus for UEM has historically been, and
continues to be, on listed investments. In response
to investor feedback and in consideration of the
fact that investment funds with substantial unlisted
holdings often trade at higher discounts to NAV, the
Board and the Investment Managers have agreed that
no new unlisted investments will be made, except in
exceptional circumstances.
Share Buybacks
Over the year to 31 March 2025, UEM’s discount has
continued, albeit narrowing from 19.3% as at 31 March
2024 to 16.0% as at 31 March 2025. This is above
where the Board would like to see the discount. The
Company therefore has taken a number of proactive
measures including increased marketing and buying
back shares for cancellation, benefitting shareholders
as it increases the NAV per share of the remaining
outstanding shares.
This year, the Company bought back 4.3m shares,
equivalent to 2.3% of the share capital as at 31 March
2024 at an average price of 221.36p per share and a
total cost of £9.6m. The share buyback has contributed
to 0.4% of UEM’s total return as at 31 March 2025. Since
inception, the Company has bought back 90.5m shares,
equating to £173.8m, over 30% of the current fund size.
2026 Continuation Vote
UEM’s Articles of Association provide that a
continuation vote is put to shareholders every five
years. The continuation vote was passed at the AGM
held in 2021 and since that time, UEM’s performance
has been strong, with NAV total returns in the four
years ended 31 March 2025 amounting to 6.5% per
annum, compared to a reduction in the MSCI EM Index
of -0.3% per annum over that period. Shareholders will
therefore have further opportunities to vote on the
continuation of the Company at the AGM in 2026 and
every fifth AGM thereafter.
Having recently taken over as Chairman, I have met
with a number of the largest shareholders during the
last six months and I intend to continue engagement.
If there are any shareholders who would like to meet
with me, please contact the Company’s brokers. The
Board greatly values the views of all shareholders and
will take them into account. Shareholders can contact
me through the contact page on UEM’s website
www.uemtrust.co.uk.
Rebased to 100 as at 31 March 2024
Source: Bloomberg
Hong Kong Dollar
Philippine Peso
Romanian Leu
Jun 24 Sep 24 Dec 24 Mar 25
Brazilian Real
Mar 24
Indian Rupee
Chinese Renminbi
75
80
85
90
95
100
105
Currency Movements vs Sterling
from 31 March 2024 to 31 March 2025
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Name Megatrend Value
₤'000s
%*
Brazil 108,013 21.8
Sabesp
23,459 4.7
Orizon Valorizacao de Residuos
20,000 4.0
Alupar Investimento
17,911 3.6
Eletrobras
12,053 2.4
Serena Energia
11,717 2.4
Ocean Wilsons Holdings
10,709 2.2
Rumo
5,971 1.2
JSL
3,747 0.8
BRZ Infra Portos
2,446 0.5
Emerging Europe (including UK) 72,349 14.6
Inpost
13,960 2.8
TAV Havalimanlari Holding
10,699 2.2
Piraeus Port Authority
7,985 1.6
Telelink Business Services
7,376 1.5
Athens International Airport
6,355 1.3
CTP
5,662 1.1
Petalite
3,583 0.7
EBP Holdings
3, 211 0.7
Public Power Corporation
2,551 0.5
Athens Water Supply & Sewage
2,535 0.5
TTS Transport Trade Services
2,330 0.5
Enerjisa Enerji
2,164 0.4
Ignitis Grupe
1,998 0.4
Pitch Hero Holdings
1,940 0.4
Investment Portfolio
as at 31 March 2025
Name Megatrend Value
₤'000s
%*
China (including Hong Kong) 62,306 12.6
KunLun Energy
13,429 2.7
SUNeVision Holdings
13,317 2.7
Anhui Expressway
6,930 1.4
Shanghai International Airport
5,837 1.2
China Gas Holdings
4,230 0.8
Tencent Holdings
3,290 0.7
UEM (HK) Limited
3,272 0.7
Full Truck Alliance
3,012 0.6
Alibaba Group Holding
3,004 0.6
China Resources Gas Group
2,287 0.5
Beijing-Shanghai High Speed
Railway
1,488 0.3
Citic Telecom International
1,427 0.3
CTF Services
783 0.1
Vietnam 49,086 9.9
FPT Corporation
23,109 4.7
VinaCapital Vietnam Opportunity
Fund
12,219 2.5
Vietnam Holding
5,854 1.2
Airports Corporation of Vietnam
4,605 0.9
Sai Gon Cargo Service
Corporation
3,299 0.6
The Philippines 46,719 9.4
International Container Terminal
Services
24,342 4.9
Manila Water Company
18,645 3.8
Converge Information and
Communications Technology
3,732 0.7
* % of total investment
Distribution of Total Assets
as at 31 March 2025
Source: ICM
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
Road and RailOtherRenewablesGasInfrastructure
Investment
Funds
TelecomAirports LogisticsPortsData Services
and Digital
Infrastructure
Water
and
Waste
Electricity
2024
2025
4.0
3.9
17.5
19.8
15.6
9.5
15.0
11.7
10.6
13.6
6.4
6.4
6.3
6.2
5.1
5.8
5.2
4.7
4.9
9.4
4.94.8
3.8
4.9
2025 2024
Brazil
21.8% 25.8%
Emerging Europe (including UK)
14.6% 16.7%
China (including Hong Kong)
12.6% 11.0%
Vietnam
9.9% 9.3%
The Philippines
9.4% 6.8%
Middle East / Africa
8.7% 6.0%
India
6.2% 7.7%
Colombia
4.3% 2.6%
Chile
4.2% 4.8%
Other Asia Pacific
3.5% 3.3%
Other Latam
2.4% 3.2%
South Korea
2.4% 2.8%
Geographical Investment Exposure
Sector Investment Exposure
Megatrends Key
Energy Growth and Transition Social Infrastructure Digital Infrastructure Global Trade
12
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Name Megatrend Value
₤'000s
%*
Middle East/Africa 43,091 8.7
Umeme
11,859 2.4
Sonatel
9,560 1.9
Nilesat
5,862 1.2
Helios Towers
5,654 1.2
OQ Gas Networks
4,093 0.8
Kenya Electricity Generating
Company
3,595 0.7
Ooredoo QSC
2,468 0.5
India 30,694 6.2
IndiGrid Infrastructure Trust
18,328 3.7
Adani Ports & Special Economic
Zone
4,824 1.0
Powergrid Infrastructure
Investment Trust
4,509 0.9
Azure Power Energy
1,656 0.3
NHPC
1,377 0.3
Colombia 21,145 4.3
Corp Financiera Colombiana
7,74 6 1.6
Interconexion Electrica
7,153 1.5
Celsia
4,101 0.8
Aris Gold
2,145 0.4
Chile 20,582 4.2
Aguas Andinas
12,568 2.6
Holding Bursatil Regional
8,014 1.6
Name Megatrend Value
₤'000s
%*
Other Asia Pacific 17,358 3.5
MyEG Services
4,576 0.9
Medikaloka Hermina
3,815 0.8
Pertamina Geothermal Energy
3,766 0.7
JSC Kaspi
3,480 0.7
Conversant Solutions
1,375 0.3
Starpharma Holdings
346 0.1
Other Latam 12,082 2.4
ASUR
3,644 0.7
Grupo Traxion
3,348 0.7
Pampa Energia
2,860 0.6
Corporacion Inmobiliaria Vesta
2,230 0.4
South Korea 11,729 2.4
KINX
11,729 2.4
Total Portfolio 495,154
100.0
* % of total investment
Performance Since Inception
(20 July 2005)
NAV Annual Compound
Total Return*
8.8%
NAV Total Return
Per Share*
427.6%
Share Price Total Return
Per Share*
363.1%
Source: ICM and Bloomberg
201920182017201620152014201320122011201020092008200720062005
Share price total return
per share
1
MSCI EM
total return Index
(GBP adjusted)
NAV total return
per share
1
50
100
150
200
250
300
350
400
450
500
550
20252020
MSCI EM 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
2024
NAV and Share Price Performance Since Inception (Pence)
from 20 July 2005 to 31 March 2025
90.5m Shares
Bought Back
£173.8m
Dividends Per Share Increased
from 1.50p to
9.125p
Dividends Paid
Cumulative
£254.3m
* See Alternative Performance Measures on pages 92 to 94
Investment Portfolio (continued)
Megatrends Key
Energy Growth and Transition Social Infrastructure Digital Infrastructure Global Trade
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15
Ten Year Performance
to 31 March 2025
20232022202120202019201820172016
4.5
5.5
6.5
7.5
8.5
9.5
2024 2025
0.0
2.0
4.0
6.0
8.0
10.0
20232022202120202019201820172016 2024 2025
Dividends Per Share (Pence) Revenue Earnings Per Ordinary Share (Pence)
Purchases
Realisations
0
50
100
150
200
250
300
20232022202120202019201820172016 2024 2025
Largest investment
Value of 2–10
Value of 11–20
Value of 21–40 Value of 41 and over
0
100
200
300
400
500
600
700
86
92
87 92
81
88
79
81
72
20232022202120202019201820172016 2024 2025
73
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
ormonopolies,benefittingfromEMstructural
growth drivers accelerated by global infrastructure
and utilities megatrends.
Investment Managers’ Report
For the year ended 31 March 2025, UEM’s NAV total
return was down by 2.9% underperforming the
MSCI EM total return Index which increased by 5.7%.
However, as reported in the Chairman's Statement,
over the three and five years UEM’s NAV total
return increased by 11.8% and 67.2%, significantly
outperforming the MSCI EM Index which was up by
6.3% and by 40.8% respectively. Since inception, UEM's
NAV total return was 427.6% compared to the MSCI EM
Index which was 303.5%.
Investment Environment
In the year to 31 March 2025, the increase in economic
and political uncertainty has heightened and
dominated the investment landscape. We have seen
a year where over half the world’s population went to
the electoral ballot and inflation in most countries has
eased although geopolitical pressures have increased.
During the year, UEM has continued to stay focused on
its bottom-up investment approach and not become
distracted by the top down “noise”.
Over the last twelve months, there were several
significant global elections for UEM, such as those in
Mexico, India, Indonesia and the US. The inauguration
in January 2025 of President Trump into the US White
House has further fuelled market uncertainty resulting
in gyrating volatile trade policies, raised equity risk
premia and elevated geopolitical tensions, making it a
challenging investment backdrop.
The election of President Trump with his commitment
to tariffs and potential expansionary federal policy has
also called into question the direction of US interest
rate cuts. The year started with a sense of optimism
that US interest rates would be reduced based on
expectations that inflationary pressure would weaken
(therefore benefitting EM), only to be short lived as
stronger than expected US economic data continued
to be reported as the year went on. Nevertheless,
during the 2024 calendar year, three interest rate cuts
were eventually delivered. Now with Trump 2.0 being
rolled out, any further rate cuts into 2025 are being
called into question given elevated tariff uncertainty
and its potential impact on inflation and global GDP.
How relations between the two nations of the US and
China will be normalised is also difficult to see. China,
with its export led economy, has been battling a host
of internal challenges since the Covid-19 pandemic.
GDP growth is slowing, consumer confidence is at
all-time lows, deflationary concerns linger and the real
estate market, once the engine room of China’s growth
story, continues to struggle. The People’s Bank of China
and the National People’s Congress announced half
hearted stimulus policies during the year, which led to
short term uplifts in the market, but until relations with
the US stabilise, the outlook for the Chinese economy
will remain uncertain.
One moment during the year that was ‘game changing’
for China and perhaps puts us into a new era of
weakened ‘US exceptionalism’ was the launch of
DeepSeek’s reasoning model in January 2025. The
Chinese AI startup has been able to demonstrate
capabilities that can rival US technology companies at
a fraction of the cost and therefore questions the US
leadership in this area.
One region that has been able to sit under the radar
of President Trump’s pronouncements has been Latin
America (except Mexico) and in particular Brazil, given
it maintains a more balanced trade relationship with
the US. However, Brazil this year has faced a number
of domestic challenges despite strong GDP growth
(approximately 3.0% for the third year in a row) and
low unemployment levels. Fiscal concerns continue to
weigh heavily on investors’ minds with President Lula
unable to provide confidence to the market that he will
respect fiscal spending limits, resulting in the Brazilian
Real depreciating 14.5% this year and Brazilian
interest rates surging to nearly 15%. The Bovespa
was subsequently down 13.0%. Despite the strong
operational performance of a number of the Brazilian
companies in UEM's portfolio, this FX exposure has
unfortunately impacted overall performance during
the year since Brazil constitutes 21.8% of the total
portfolio as at 31 March 2025.
Jacqueline Broers
Investment Manager
Charles Jillings
Investment Manager
Source: ICM
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There remain a number of uncertainties in the
current market, both economic as well as geopolitical,
although such conditions are providing UEM with many
interesting investment opportunities. At an investee
company level, it is encouraging to see that many of
the companies continue to navigate the choppy waters
well and we believe they will continue to deliver over
the long term.
Portfolio Focus
During the year UEM remained focused on bottom-
up investing in emerging market infrastructure and
utilities companies which are well placed to benefit
from the global infrastructure megatrends. Regardless
of the macro volatility and geopolitical noise, such
megatrends remain fundamental in light of the
infrastructure investment required for both today’s
needs and tomorrow’s innovation.
Social Infrastructure – has increased in UEM’s
portfolio this year contributing 32.2% (31 March 2024:
24.9%), as it is very apparent that many EM still lack
adequate essential basic social infrastructure such
as water sanitation and waste treatment that are a
necessity for everyday life. Many of the investment
opportunities in this area address these fundamental
issues.
In the year to 31 March 2025, UEM increased its
position in two water sanitation companies, Sabesp
(Brazil) and Manila Water (The Philippines), whose
share prices were up over the year by 20.4% and
40.8% respectively. Both companies are benefitting
from improved regulatory environments, providing an
attractive level of return. This encourages continued
investment and efficient operations, which translates to
stable and predictable cash flows for UEM as investors.
In addition, both companies still have significant capital
investment plans as they strive to meet their targets
for universal access to water and sanitation, as well
as ambitions to consolidate the fragmented domestic
markets in which they operate, providing a sustainable
growth opportunity. Since these types of investments
are fundamental to the foundations of an emerging
market economy and typically are domestically
focused, they are operationally sheltered from the
macro and geopolitical turbulence that is currently
being witnessed globally.
Further, we see continued development of many EM
countries, both in terms of GDP per capita growth and
positive demographics, resulting in increasing levels
of urbanisation and the growth of the middle class.
Both of these factors require support from social
infrastructure as populations demand better quality
services and infrastructure. TAV Havalimanları Holding,
the Turkish listed airport operator, benefitted from this
trend during the year, with passenger growth up 11.5%
and leading to its local share price increasing by 36.0%.
Energy Growth and Transition – continues to
be an important segment within the portfolio at 25.6%
(31 March 2024: 31.8%) as investment into energy
infrastructure remains fundamental for EM countries
to support and sustain stronger GDP growth over
the long term. It also enables EM countries to work
towards achieving net zero and a decarbonisation of
their energy matrix. Sadly in today’s world another
dimension is now also coming into play, namely energy
security and independence. Energy security has
become even more important with the heightened
geopolitical tensions in the Middle East and the
ongoing Russia/Ukraine War. This has resulted in
countries looking to enhance their own energy security
and energy independence to safeguard supply as well
as mitigate pricing volatility from fossil fuels.
UEM therefore continues to favour those assets that
support energy transition, security and independence.
Investment into electricity transmission companies
such as Alupar Investimento, a transmission and
generation company in Brazil; IndiGrid, a transmission
investment trust in India; and Interconexión Eléctrica,
a Colombian energy transmission company, support
this approach. All these companies have certainty over
future cash generation given the structure of their
transmission concessions, as well as offering growth
opportunities since they continue to look for new
transmission projects which are critical to support the
rapid growth of renewable energy.
Aguas Andinas (Chile)
UEM’s exposure to this segment has reduced during
the year by 6.2% primarily due to the exit of Power Grid
Corporation of India. This position was exited as the
valuation became elevated. Powergrid Infrastructure
Investment Trust was also reduced during the year
and Petalite’s valuation was written down (see further
details in the level 3 investments section below).
Digital Infrastructure – investors’ attention over
the past year has been increasingly focused towards AI
and its potential to disrupt and reshape the practises
of many businesses. The announcement by DeepSeek
in January 2025 of its latest model, DeepSeek R1, to
rival existing AI Large Language model providers at
a fraction of the cost has been a catalyst in changing
the AI balance of power away from the US which has
historically dominated this space, as well causing the
market to reevaluate the hardware requirements
for these tasks. China’s technology companies and
political leadership have swiftly embraced new AI
ambitions. Digital infrastructure supports such rapid
growth, providing infrastructure to help deliver this
transformation.
One such investment within the portfolio is SUNeVision.
It is a Hong Kong leading data centre operator, with
eight data centres and two cable landing stations, well
located as the major regional hub for data hosting and
being the leading interconnection point in Asia. The
stock continues to be well placed as Hong Kong has
data centre capacity constraints and its share price has
increased by 169.7% during the year.
Within UEM, digital infrastructure has increased to
25.0% of the total portfolio (31 March 2024: 21.8%).
Part of this increase has come from the ongoing strong
performance of FPT Corporation, the Vietnamese
technology and telecommunications company, whose
share price increased by 18.8% over the year, and
Sonatel, a West African telecoms operator, up by 39.9%.
Global Trade – despite all the recent tariff turmoil
we believe that global trade will continue to have
relative winners and losers. The increasingly multipolar,
deglobalised world that we are currently witnessing and
the reshaping of the competitive trading environment
are presenting opportunities as well as challenges.
Global trade represents 17.2% of UEM’s portfolio as
at 31 March 2025, a reduction of 4.3% on the prior
year. One of the drivers of this reduction was the exit
from Santos Brasil, the Brazilian listed container port
operator near Sao Paulo. In August 2024, the port
operator’s controlling shareholder received an offer
from CMA CGM to sell its interest which UEM took the
opportunity to sell into.
International Container Terminal Services, the
Philippines listed container port operator and UEM's
largest holding, is one company that has been able
to capitalise on the changing global trade landscape
and continues to be able to navigate through the
headwinds. With its 32 container port terminals in 19
countries, predominately located in EM, it has been
able to deliver both operationally and financially,
primarily as it has a diversified portfolio of origin and
destination port assets that are benefitting from being
located in burgeoning markets. Over the year, its share
price increased by 11.6%.
Portfolio Stock Positioning and Contribution
As at 31 March 2025, UEM gross assets decreased to
£497.4m (31 March 2024: £522.9m). This reflects the
portfolio losses of £29.0m, share buy backs during the
year of £9.6m and offset in part by an increase in loans
of £17.5m.
At the year end, the top ten investments accounted
for 37.7% (31 March 2024: 35.4%) with the top thirty
holdings accounting for 73.7% of the total portfolio
(31 March 2024: 70.9%).
During the year, UEM invested £11.6m in Sabesp,
the Brazilian water sanitation company, more than
doubling its position. Sabesp is now a turnaround
story after the Sao Paulo state government reduced
its holding and a well-known respected operator
Equatorial became a significant shareholder. Within
the social infrastructure sector, a further £4.4m was
invested in Manila Water with the position growing
further as a result of its share price increasing by
40.5% over the year. An additional investment of £4.3m
was also made into Athens International Airport based
on attractive valuation and a positive outlook, whilst
TAV Havalimanlari Holding also saw net investment of
£2.4m. Within the energy growth and transition sector,
IndiGrid Infrastructure Trust saw a further £3.7m
investment and an additional investment of £3.4m was
made in Serena Energia, a renewable energy company
listed in Brazil.
Outside the top thirty, capitalising on the digital
infrastructure megatrend, £4.9m was invested in
MyEG Services, the Malaysian e-government services
provider, alongside UEM increasing its position by
Investment Managers’ Report (continued)
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Revenue Return
Revenue income increased marginally to £23.8m in
the year to 31 March 2025, from £23.1m in the prior
year, with the revenue yield on the closing portfolio
increasing to 4.8% from 4.5% as at 31 March 2024.
Management fees and other expenses decreased 7.9%
to £3.1m in the year to 31 March 2025 (31 March 2024:
£3.4m). This reflects decreases in audit fees, and
management and administration fees. Loans were
drawn from September 2024 under the new Barclays
loan facility and therefore finance costs decreased to
£0.2m (31 March 2024: £0.3m). Taxation reduced 6.3%
to £1.8m during the year ended 31 March 2025 (31
March 2024: £2.0m) reflecting dividends received from
countries with lower withholding tax rates.
As a result of the above, profit for the year increased
by 7.3% to £18.7m from £17.4m for 31 March 2024.
Revenue earnings per share increased by 12.7% to
9.95p compared to the prior year of 8.83p, reflecting
the improvement in profit and the reduced average
number of shares in issue following share buybacks.
Dividends per share ("DPS") of 9.125p were fully
covered by earnings.
Retained revenue reserves rose to £12.0m as at
31 March 2025, equal to 6.44p per share.
Capital Return
The portfolio losses were £29.0m during the year to
31 March 2025 (31 March 2024: gains of £46.8m). Losses
on foreign exchange were £0.6m and the resultant total
loss was £29.6m against prior year gains of £47.4m.
Management and administration fees were almost flat
at £4.3m (31 March 2024: £4.4m).
Finance costs decreased to £0.8m from £1.3m as a
result of the lower loans drawn in the year. There was a
taxation charge of £0.8m (31 March 2024: £1.4m) which
arose from Indian capital gains tax. The net effect
of the above was a loss on capital return of £35.4m
compared to a gain of £40.4m for 31 March 2024.
Investment Outlook
Global uncertainties and volatility are likely to continue
but within this we see significant opportunities for
value creation with our careful bottom-up approach to
investments in EM that benefit from infrastructure and
utilities megatrends. We therefore continue to remain
highly confident that the investment strategy is well
placed to continue its 20 year track record of long term
outperformance.
Charles Jillings & Jacqueline Broers
ICM Investment Management Limited
and ICM Limited
13 June 2025
Investment Managers’ Report (continued)
Source: ICM
1.7%
1.1%
0.6%
0.6%
0.6%
(0.8)%
(0.9)%
(0.9)%
(1.3)%
(1.5)%
SUNeVision Holdings
Manila Water Company
Aguas Andinas
Sonatel
International Container Terminal Services
Serena Energia
Grupo Traxion
KINX
JSL
Petalite
£4.6m in Helios Towers, the African and Middle
East towers operator. UEM also invested £4.9m into
Medikaloka Hermina, an Indonesian hospital operator,
a social infrastructure megatrend investment.
As noted previously, UEM exited Santos Brasil and
Power Grid Corporation of India during the year
realising £21.3m and £8.5m respectively. UEM also
exited its position in China Datang receiving £7.8m
whilst reducing its position in another Chinese
company, Citic Telecom by £7.2m. UEM exited its
position in Engie Energia Chile, in light of its relatively
high valuation, realising £6.9m.
On a total contribution to NAV basis, the top five
contributors were SUNeVision (1.7%), Manila Water
(1.1%), Aguas Andinas (0.6%), Sonatel (0.6%) and
International Container Terminal Services (0.6%)
amounting to 4.6% of UEM’s performance for the year.
SUNeVision benefitted from its exposure to the
digital infrastructure megatrend and AI exposure
with its share price up 169.7%, whilst Manila Water’s
share price increased by 40.5% over the period
and continues to be well placed to capitalise on the
additional infrastructure spend required to improve
the Philippines water sector. Aguas Andinas, the
Chilean listed water company, gained from a long
overdue tariff increase and an improvement in Chilean
market sentiment in the run up to the election due
to be held in November 2025. Sonatel’s share price
appreciated by 39.9% due to strong growth in 4G
mobile data, fibre broadband and mobile money
customers. Finally, International Container Terminal
Services, while being the top contributor to UEM’s
performance in March 2024, was once again in the
top five as it continues to deliver strong operational
performance and remains relatively attractively valued.
The bottom five contributors which reduced UEM’s
NAV performance by 5.4% were Petalite (1.5%), JSL
(1.3%), KINX (0.9%), Grupo Traxion (0.9%) and Serena
Energia (0.8%). Petalite was the biggest detractor
as UEM reduced down the carrying value based on
the latest external fund raising price. JSL and Serena
Energia, both Brazilian listed companies, saw their
share prices fall during the period by 59.4% and 18.2%
respectively. Their weak share price performance
was exacerbated further by the depreciation of the
Brazilian Real to Sterling, as noted earlier, of 14.5%.
Both these companies, despite reasonable operational
performance over the period, were affected by low
levels of investor demand for Brazilian small cap
companies. Grupo Traxion’s share price was down by
48.9% over the period affected by concerns around
nearshoring. The Mexican Peso also depreciated
against Sterling 20.5%. KINX’s share price decline of
24.5% for the year was disappointing, reflecting the
delay in completion of its new data centre capacity.
Unlisted Investments (Level 3 Investments)
As at 31 March 2025, UEM ended the year with level 3
investments totalling £13.4m (31 March 2024: £23.1m),
representing 2.7% of total investments (31 March 2024:
4.5%). UEM’s level 3 investments reduced mainly as a
result of the reduction in valuation of Petalite by £6.5m
and a further realisation of £1.0m from CGN Capital
Partners Infra Fund 3, held through UEM (HK) Limited.
Petalite continues to make steady progress, with the
company raising £10.0m in a Series A fund raise at the
end of the year. However, the market remains tough,
with comparable listed entities in the electric vehicle
sector continuing to see falling valuations (around 50%
over the year) which was reflected in the Series A fund
raising price. UEM did not invest any new money and it
has therefore reduced its investment valuation in line
with this price, leading to an equity value of £3.6m as at
31 March 2025.
As noted in the Chairman’s Statement, UEM’s focus
is primarily on listed investments and new unlisted
investments will only be made in exceptional
circumstances.
Total Return Contribution to NAV
Orizon Valorizacao de Residuos (Brazil)
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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 the diverse and inclusive environment our teams 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 drives 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. For over a
decade, ICM and its stakeholders have contributed over USD 22.3m 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
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 1.2bn of assets directly under management.
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:
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ESG Spotlight
Manila Water is the largest private water
utility in the Philippines, operating
across the entire water value chain.
ESG Analysis:
Historically, years of underinvestment in infrastructure
needed to support a growing population, coupled
with climate change and extreme weather events like
El Niño, have intensified water stress and scarcity in
the region. Manila Water plays a vital role in mitigating
these challenges by managing water sources,
treatment, transmission, distribution and sanitation
services.
ICM ESG Conclusion:
Access to clean water underpins health, education,
economic participation and community resilience.
Manila Water’s services are thus critical to societal
well-being. As climate risks intensify and water scarcity
increases, Manila Water is well positioned to meet
these challenges and support long term sustainability
in the communities it serves.
Eletrobras is a leader in the generation
and transmission of electricity in the
country and has contributed to making
the Brazilian energy mix one of the
cleanest and most renewable in the
world.
ESG Analysis:
Eletrobras is Brazil’s largest power generator, providing
22% of the country’s installed capacity and operating
nearly 37% of its main transmission network. To reduce
the environmental impact of its operations, Eletrobras
actively supports biodiversity, reforestation and
environmental education; efforts that have earned
national recognition.
ICM ESG Conclusion:
Eletrobras plays a central role in Brazil’s clean energy
transition and promotes social progress through
initiatives like Luz para Todos, which expands energy
access and supports the development of local
employment. With strong ESG foundations, Eletrobras is
well positioned to capitalise on rising demand for green
energy.
The Board believes that it is in shareholders’ interests to consider ESG factors when
selecting and retaining investments and accordingly these form a key part of the
process when investing.
Details of how ESG forms part of the integrated research analysis, decision-making and ongoing monitoring are
set out on page 32. Where companies in the portfolio are assessed as having insufficient ESG disclosure, ICM’s
approach is to engage with the companies directly to further understand the ESG profile of the company. Below are
examples of two of UEM’s investments that have robust ESG credentials within the portfolio.
Holdings Overview
The Value of the
Ten Largest Holdings
Represents
37.6%
of Total Investments
(2024: 35.4%)
The Value of the
Twenty Largest
Holdings Represents
60.1%
of Total Investments
(2024: 55.6%)
The Value of the Thirty
Largest Holdings
Represents
73.7%
of Total Investments
(2024: 70.9%)
The Total Number
of Companies Included
in the Portfolio is
73
(2024: 72)
The value of convertible securities represents 0.0% (2024: 0.0%) of the portfolio. The value of fixed income securities represents 1.6% (2024: 2.6%) of
the portfolio.
Alupar Investimento (Brazil)
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Ten Largest Holdings
Company Country Sector
Mega-
trend
Value
£’000s
% of total
investment
Global port management company in the business
of acquiring, developing, managing and operating
container ports and terminals worldwide.
The
Philippines
Ports
24,342 4.9
Water and sewage service provider in the state of
Sao Paulo. Ranked as the third largest sanitation
company globally by population served.
Brazil
Water and
Waste
23,459 4.7
Technology and telecommunications company,
providing IT services to large multinationals globally,
and to the public sector and enterprise customers
domestically.
Vietnam
Data Services
and Digital
Infrastructure
23,109 4.7
Waste management operator with 17 landfills,
across 12 states in Brazil including waste
processing, biogas/biomethane generation,
recycling, waste to energy and carbon credits.
Brazil
Water and
Waste
20,000 4.0
Largest publicly listed water company in the
Philippines, providing water supply and
wastewater services to a population of over 12m
people.
The
Philippines
Water and
Waste
18,645 3.8
Infrastructure investment trust which has a
portfolio of 52 electricity transmission lines of
9,060km total circuit length and 15 substations.
India Electricity
18,328 3.7
Holding company for electricity transmission and
renewable assets in Brazil, Peru and Colombia.
Concession rights to 42 transmission assets,
7,141km is operational and 2,438km is under
construction.
Brazil Electricity
17,911 3.6
E-commerce logistics infrastructure company with
operations in Poland, France and UK. Focused on
last mile parcel delivery operating automated parcel
machine delivery, to-door delivery and fulfilment
services.
Poland Logistics
13,960 2.8
Chinese gas distributor operating 288 city gas
projects across Mainland China and serving over
16m customers, with a focus on industrial gas
supply.
China Gas
13,429 2.7
Largest data centre operator in Hong Kong, with 8
data centres and 2 cable landing stations spread
across Hong Kong.
China
Data Services
and Digital
Infrastructure
13,317 2.7
Total Top Ten 186,500 37.6
Megatrends Key
Energy Growth and Transition Social Infrastructure Digital Infrastructure Global Trade
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 and Jacqueline Broers.
ICMIM and ICM, operating under guidelines
determined by the Board, have direct responsibility
for the decisions relating to the day to day running of
the Company and are accountable to the Board for
the investment, financial and operating performance
of the Company. Other service providers include
JPMorgan Chase Bank N.A. – London Branch which
provides administration and custodial services, JP
Morgan Europe Limited (“JPMEL”) which acts as the
Company’s Depositary under the AIFM Directive
TAV Havalimanlari Holding (Turkey)
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and Computershare Investor Services which acts as
registrar. ICMIM has also been appointed Company
Secretary.
Investment Policy
UEM’s investment policy is flexible and its investments
include (but are not limited to) water, sewerage,
waste, electricity, gas, telecommunications, ports,
airports, service companies, rail, roads, any business
with essential service or monopolistic characteristics
and any new infrastructure or utilities which may
arise mainly in EM. The Company may also invest in
businesses which supply services to, or otherwise
support, the infrastructure, utility and related sectors.
The Company focuses on the under-developed and
developing markets of Asia, Latin America, Emerging
Europe and Africa but has the flexibility to invest in
markets worldwide. The Company generally seeks
to invest in emerging market countries where the
Directors believe that there are attributes such
as political stability, economic development, an
acceptable legal framework and an encouraging
attitude to foreign investment.
The Company has the flexibility to invest in shares,
bonds, convertibles and other types of securities,
including non-investment grade bonds and to invest in
unlisted securities.
The Company may also use derivative instruments
such as American Depository Receipts, promissory
notes, foreign currency hedges, interest rate hedges,
contracts for difference, financial futures, call and
put options, warrants and similar instruments
for investment purposes and efficient portfolio
management, including protecting the Company’s
portfolio and Statement of Financial Position from
major corrections and reducing, transferring or
eliminating investment risks in its investments. These
investments will be long term in nature.
Investment Restrictions
The Board has prescribed the following limits on
the investment policy, all of which are at the time of
investment unless otherwise stated:
• Investments in unquoted and untraded
investments in aggregate must not exceed 10.0%
of gross assets at the time of investment;
• No single investment may exceed 20.0% of gross
assets at the time of investment;
• Investments other than in infrastructure, utility
and related companies must not exceed 20.0% of
gross assets at the time of investment;
• Investments in a single country must not exceed
50.0% of gross assets at the time of investment
(and for these purposes investments will be
considered to have been made in the countries
where the relevant investee company reports
that it carries out its business operations, as
determined on a look-through basis);
• Not more than 10.0% in aggregate of the value
of the total assets of the Company at the time
the investment is made will be invested in other
closed-ended investment funds which are listed
on the Official List (except to the extent that those
investment funds have stated investment policies
to invest no more than 15.0% of their total assets
in other investment companies which are listed on
the Official List); and
• Regardless of the investment policy of other
closed-ended investment funds listed on the
Official List and which are invested in by the
Company, the Company shall not invest in such
funds more than 15.0% in aggregate of the value
of the total assets of the Company at the time the
investment is made.
The above limits only apply at the time the investment
is made and the Company will not be required to
realise any assets or rebalance the portfolio where
any limit is exceeded as a result of any increases or
decreases in the valuation of the particular assets
which occurs after the investment is made, but no
further relevant assets may be acquired or loans made
by the Company until the relevant limit can again be
complied with.
Borrowing and Gearing Policy
UEM may use bank borrowings for short term
liquidity purposes. In addition, the Board may gear
the Company by borrowing on a longer-term basis for
investment purposes.
The Board has set a current limit on gearing (being
total borrowings measured against gross assets) not
exceeding 25% at the time of drawdown. Borrowings
may be drawn down in Sterling, US Dollars or any
currency for which there are corresponding assets
within the portfolio (at the time of drawdown the value
drawn must not exceed the value of the relevant assets
in the portfolio).
The Company has a £50.0m committed multicurrency
revolving facility with Barclays Bank plc. Further details
on the Company’s loan facility are set out in note 13 to
the accounts.
Investment Approach
UEM seeks to identify and invest in undervalued
investments predominantly in the infrastructure and
utility sectors, mainly in EM. The Investment Managers
aim to identify securities where underlying value and
growth prospects are not reflected in the market
price. This is often as a result of strong growth drivers,
but can include changes in regulation, technology,
market motivation, potential for financial engineering,
competition or shareholder indifference.
The Company seeks to minimise risk by investing
mainly in companies and sectors displaying the
characteristics of essential services or monopolies
such as utilities, transportation infrastructure,
communications or companies with a unique product
or market position. Most investee companies are
asset backed, have sustainable cash flows and offer
good dividend yields. UEM generally seeks to invest
in companies with strong management who have the
potential to grow their business and who have an
appreciation of, and ability to manage, risk.
UEM believes it is generally appropriate to support
investee companies with their capital requirements
while at the same time maintaining an active
and constructive shareholder approach through
encouraging a review of capital structures and
business efficiencies. The Investment Managers
maintain regular contact with the investee companies
and UEM is often among the largest international
shareholders.
The Company aims to maximise value for shareholders
by holding a relatively concentrated portfolio of
securities and investing through instruments
appropriate to the particular situation. In the past, UEM
has been prepared to hold investments in unlisted
securities when the attractiveness of the investment
justifies the risks and lower liquidity associated with
unlisted investments although, as referred to in the
Chairman's Statement, new unlisted investments will
only be made in exceptional circumstances. 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 2025 are set out in the attached
accounts. The dividends in respect of the year, which
total 9.125p 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)
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While some elements of performance against KPIs are
beyond management control, they provide measures
of the Company’s absolute and relative performance
and are therefore monitored by the Board on a regular
basis. These KPIs fall within the definition of Alternative
Performance Measures under guidance issued by
the European Securities and Markets Authority and
additional information explaining how these are
calculated is set out on pages 92 to 94.
Year ended 31 March 2025 2024
NAV total return per share (%) (2.9) 12.8
MSCI EM total return Index
(GBP adjusted) (%)
5.7 5.8
Share price (pence) 216.00 221.00
Discount to NAV (%) (16.0) (19.3)
Percentage of issued shares bought
back during the year (based on opening
share capital) (%)
2.3 5.6
Revenue earnings per share (pence) 9.95 8.83
Dividends per share (pence) 9.125 8.60
Ongoing charges figure (%) 1.5 1.5
A graph showing the NAV total return performance
compared to the MSCI EM total return Index, can be
found on page 4. The ten-year record on page 95 shows
historic data for the Company and its predecessor, UEM
Limited.
Discount to NAV: The Board monitors the premium/
discount at which the Company’s shares trade in
relation to its NAV. During the year the Company’s
shares traded at a discount relative to NAV in a range
of 15.9% to 22.4% and an average discount of 18.4%.
The Board and Investment Managers closely monitor
both movements in the Company’s share price and
significant dealings in the shares.
The Board believes that the best way of addressing the
discount over the long term is to continue to generate
good performance and to create natural demand for
the Company’s shares in the secondary market through
increasing awareness of the Company, its philosophy
and management style. The Board has maintained
expenditure on marketing the Company. The Board
continues to seek authority from shareholders to
buyback and issue shares which can assist in the
management of the discount and/or any premium at
which the shares trade to their NAV. A total of 4,347,112
shares were bought back and cancelled during the year,
representing 2.3% of the Company’s opening issued
share capital.
Earnings and dividends per share: As referred to
in “Dividend Policy” above, the Board’s objective is to
maintain or increase the total annual dividend. The
Board and the Investment Managers attach great
importance to maintaining dividends per share since
dividends form a key component of the total return to
shareholders.
The Board declared one quarterly dividend of 2.15p per
share and three quarterly dividends, each of 2.325p per
share, in respect of the year ended 31 March 2025. The
fourth quarterly dividend will be paid on 27 June 2025
to shareholders on the register on 6 June 2025. The
total dividend for the year was 9.125p per share (2024:
8.60p per share).
Ongoing charges: These are calculated in accordance
with the industry measure of costs as a percentage of
NAV. The expenses of the Company are reviewed at
every Board meeting, with the aim of managing costs
incurred and their impact on performance. The ongoing
charges figure for the year ended 31 March 2025 was
1.5% (2024: 1.5%). This ratio is sensitive to the size of
the Company, as well as the level of costs.
Principal and Emerging Risks
During the year ended 31 March 2025, ICMIM was
the Company’s AIFM and had sole responsibility for
risk management, subject to the overall policies,
supervision, review and control of the Board.
As required by the Association of Investment
Companies (“AIC”) Code of Corporate Governance, the
Board has undertaken a robust assessment of the
principal and emerging risks facing the Company. It
seeks to mitigate these risks through regular review
by the Audit & Risk Committee of the Company’s risk
register which identifies the risks facing the Company
and the likelihood and potential impact of each risk,
together with the controls established for mitigation.
During the year the Audit & Risk Committee discussed
and monitored a number of emerging risks that could
potentially impact the Company, the principal ones
being geopolitical risk and climate change risk and
these are considered within investment risk and market
risk below.
The principal risks and uncertainties currently faced by
the Company and the controls and actions to mitigate
those risks are described below. There have been no
significant changes to the principal risks during the year,
although geopolitical risk remains elevated.
Key Risk Factors
Investment Risk:
The risk that the investment
strategy does not achieve long-
term positive total returns for the
Company’s shareholders.
Insufficient consideration of
ESG factors could lead to poor
performance and/or a reduction
in demand for the Company’s
shares.
The Board monitors the performance of the Company and has established guidelines
to ensure that the approved investment policy is pursued by the Investment Managers.
These guidelines include sector and market exposure limits.
The investment process employed by the Investment Managers combines assessment
of economic and market conditions in the relevant countries with stock selection.
Fundamental analysis forms the basis of the Company’s stock selection process, with
an emphasis on sound balance sheets, good cash flows, the ability to pay and sustain
dividends, good asset bases and market conditions. In addition, ESG factors are also
considered when selecting and retaining investments, and political risks associated
with investing in EM are also assessed. The Investment Managers try to reduce risk by
ensuring that the Company’s portfolio is always appropriately diversified. Overall, the
investment process aims to achieve absolute returns through an active fund management
approach and the Board monitors the implementation and results of the investment
process with the Investment Managers.
Market Risk:
The Company’s assets consist
mainly of listed securities and
its principal risks are therefore
market related and adverse
market conditions could lead to a
fall in NAV.
The Company’s portfolio is exposed to equity market risk and foreign currency risk.
Adverse market conditions may result from factors such as economic conditions,
political change, geopolitical confrontations, climate change, natural disasters and health
epidemics. At each Board meeting the Board reviews the diversification of the portfolio,
asset allocation, stock selection, 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. ICM
also has a large team with strength and depth. Any material changes to the management
team are considered by the Board at its next meeting; the Board discusses succession
planning with the Investment Managers at regular intervals.
Discount Risk:
The Company’s shares may
trade at a discount to their NAV
and a widening discount may
undermine investor confidence in
the Company.
The Board monitors the price of the Company’s shares in relation to their NAV and is
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)
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Operational Risk:
Failure by any service provider
to carry out its obligations to the
Company in accordance with the
terms of its appointment could
have a materially detrimental
impact on the operation of
the Company and could affect
the ability of the Company
to successfully pursue its
investment policy.
The Company’s main service providers are listed on page 91. The Audit & Risk Committee
monitors the performance and controls (including business continuity procedures) of the
service providers at regular intervals.
All listed and a number of unlisted investments are held in custody for the Company
by JPMorgan Chase Bank N.A. – London Branch. JPMEL, the Company’s 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 2025, UEM had net
gearing on net assets of 2.8%. ICMIM monitors compliance with the banking covenants
on a daily basis. The Board reviews compliance with the banking covenants at each Board
meeting.
Regulatory Risk:
Failure to comply with
applicable legal and regulatory
requirements such as the tax
rules for investment companies,
the FCA’s Listing Rules and the
Companies Act 2006 could lead
to suspension of the Company’s
Stock Exchange listing, financial
penalties, a qualified audit report
or the Company being subject to
tax on capital gains.
The Investment Managers and the Company’s professional advisers monitor
developments in relevant 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
short notice, if necessary. The Directors have also
considered the Company’s income and expenditure
projections and the fact that the Company’s operating
expenses comprise a very small percentage of net
assets while the majority of the Company’s investments
comprise readily realisable securities which can be
sold to meet funding requirements, if necessary.
The next opportunity for shareholders to vote on
the continuation of the Company will be at the AGM
expected to be held in September 2026.
As part of this assessment the Board considered a
number of stress tests and scenarios which considered
the impact of severe stock market and currency
volatility on shareholders’ funds over a five-year
period. Initially, the Company’s projections were
adjusted to reflect a material reduction in the value of
its investments in line with that experienced during
the emergence of the Covid-19 pandemic in the first
quarter of 2020. The first stress test considered a fall
in markets of 30% in the first year with recovery of 10%
per annum thereafter. A second test considered a fall
in markets of 30% and adverse Sterling movement,
the Company’s reporting currency, of 10% in the
first year with a further fall in markets of 20% in the
second year and no movement thereafter. The results
demonstrated the impact on the Company’s NAV, its
expenses, and its ability to meet its liabilities over that
period. As a result of this analysis and assuming the
five yearly continuation vote is passed at the 2026 AGM,
the Board has concluded that there is a reasonable
expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over
the next five years.
Section 172 Statement
Under Section 172 of the Companies Act 2006, the
Directors have a duty to promote the success of
the Company for the benefit of its members as a
whole. This includes having regard (amongst other
matters) to fostering relationships with the Company’s
stakeholders and maintaining a reputation for high
standards of business conduct.
As an externally managed investment trust, the
Company has no employees, customers, operations or
premises. Therefore, the Company’s key stakeholders
(other than its shareholders) are considered to be
its service providers, including lenders. The need
to promote business relationships with the service
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 43 to 48. 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
Strategic Report (continued)
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help inform the Board when considering how best to
promote the success of the Company for the benefit of
all shareholders over the long term.
In addition to ensuring that the Company’s stated
investment objective was being pursued, the Directors
confirm that they have considered Section 172 factors
when making decisions, including in relation to:
• the entry into the Company’s new multicurrency
revolving facility in August 2024;
• the Board succession planning in advance of
John Rennocks retiring as Chairman on
31 December 2024, including Mark Bridgeman
and Isabel Liu assuming the roles of Chairman and
Senior Independent Director respectively at that
time, and the appointment of Nadya Wells to the
Board in September 2024, following a search and
selection process managed by an external search
firm;
• the appointment of BDO LLP as the Company’s
auditor, following a formal tender process,
replacing KPMG LLP; and
• 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%.
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 may engage
with the company, where appropriate, to encourage
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 22.
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 Managers seek to
engage with investee companies, where appropriate, to
encourage the incorporation of stronger ESG principles
and to vote in a considered manner (including against
resolutions) to support positive change. As referred
to above, the Investment Managers believe that
governance factors are fundamental to an investment.
ICM is a signatory to the United Nations-supported
Principles for Responsible Investment, which is an
international network of investors working together to
implement its six aspirational principles. The Investment
Managers believe that good stewardship is essential
and these principles align with their philosophy to
protect and increase the value of their investments.
Modern Slavery Act
Due to the nature of the Company’s business, being
a company that does not offer goods and services to
customers, the Board considers that it is not within the
scope of the Modern Slavery Act 2015 because it has
no turnover. The Company is therefore not required
to make a slavery and human trafficking statement.
In any event, the Board considers the Company’s
supply chains, dealing predominantly with professional
advisers and service providers in the financial services
industry, to be low risk in relation to this matter.
Gender Diversity
The Board currently consists of two male directors and
two female directors. The Company has no employees
and therefore there is nothing further to report in
respect of gender representation within the Company.
The Company’s policy on diversity is detailed in the
Corporate Governance Statement on pages 46 and 47.
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 32.
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 13 June 2025.
By order of the Board
ICM Investment Management Limited
Company Secretary
13 June 2025
Strategic Report (continued)
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Investment Managers and Team
ICMIM, a company authorised and regulated by
the FCA, was the Company’s AIFM during the year
ended 31 March 2025 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 has approximately USD 1.2bn of assets directly under management. ICM has
over80staffbasedinofficesinBermuda,Brazil,CapeTown,Dublin,London,Seoul,
Singapore, Sydney, Vancouver and Wellington.
ICM’s global investment teams are led by Charles Jillings and Duncan Saville with
Charles Jillings and Jacqueline Broers being the joint portfolio managers of UEM.
Charles Jillings
Charles Jillings, a director of ICM and chief executive of ICMIM, is joint portfolio
manager of UEM. 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.
Jacqueline Broers
Jacqueline Broers is joint portfolio manager of UEM. She has been involved in the
running of UEM since September 2010, being appointed deputy portfolio manager
in 2021 and joint portfolio manager at the start of 2025. She is a qualified chartered
accountant and, prior to joining the investment team, worked in the corporate
finance team at Lehman Brothers and Nomura.
Senior core team assisting on UEM include:
Company Secretary – ICM Investment Management Limited
Eduardo Greca, Head of Latin America, joined ICM in 2010 and initially worked in the UK
before moving to Brazil in 2012, where he is now based. During this period he spent two years
in Colombia, gaining deeper insight into the Latin American market. Prior to joining ICM, he
worked for the commodities risk management team at Kraft Foods. He is a CFA Charterholder
and a member of the CFA Society in Brazil.
Mark Lebbell, Senior Equity Analyst, has been involved in the running of UEM since its
inception and before that was involved with Utilico Investment Trust plc and The Special
Utilities Investment Trust PLC since 2000. He is focused on the Digital Infrastructure sector
worldwide with particular emphasis on EM. He is an associate member of the Institute of
Engineering and Technology.
George Velikov, Head of Europe, Middle East and Africa (“EMEA”), joined ICM in 2018. He
oversees EMEA equity investments and leads equity research in Central and Eastern Europe,
Middle East, North Africa and Central Asia. Prior to joining ICM, he spent two years as an
investment graduate analyst for Zurich UK. He is a CFA Charterholder and is a member of the
CFA Society of the UK.
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. He has over thirty years’ experience in
corporate finance with Samuel Montagu, HSBC, Arbuthnot Securities and, prior to joining
ICM, Stockdale Securities, where he was responsible for the company’s closed end fund
corporate clients.
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Directors
Mark Bridgeman (Chairman)
Mark Bridgeman joined the Board in 2021 and was appointed Chairman from the start of 2025.
His background is in fund management spending 19 years with Schroders plc with various roles
including Emerging Markets Fund Manager and Global Head of Research. He left Schroders
in 2009 to manage a rural estate and farming business in Northumberland and was formerly
President of the Country Land & Business Association. He has served on the board of several
investment trusts since leaving Schroders and is currently on the investment committee of the
Leverhulme Trust.
Isabel Liu
Isabel Liu joined the Board in 2021. She is UEM’s Senior Independent Director and Chair of the
Remuneration Committee. She has over 25 years' global experience investing equity in infrastructure,
including the AIG Asian Infrastructure Fund, the ABN AMRO Global Infrastructure Fund and the
Asia Pacific investment business of John Laing plc. More recently she was a board member of an
infrastructure fund manager backed by UK pension funds and of passenger champions for Heathrow
Airport and UK public transport. She is currently a non-executive director of Schroder Oriental Income
Fund Limited and Gresham House Energy Storage Fund plc. Isabel is a graduate of the Ohio State
University with a masters from Harvard University and an MBA from the University of Chicago.
Eric Stobart
Eric Stobart joined the Board in 2019 and is Chair of UEM’s Audit & Risk Committee. He has spent
most of his career in financial services including merchant and commercial banking, insurance,
investment management and as a pension fund trustee. He was a senior executive at Lloyds
Banking Group and for 12 years chair of the investment committee of the £25.0bn Lloyds Bank
Pension Scheme. He has been chair or deputy chair of several other large pension schemes and
chair of the audit and risk committee of a substantial investment management group. Mr Stobart is
a chartered accountant with an MBA from London Business School.
All the Directors are independent and are members of the Audit & Risk Committee, Remuneration Committee and Management Engagement Committee
Nadya Wells
Nadya Wells joined the Board in 2024 and is Chair of UEM’s Management Engagement Committee.
She has over 25 years’ emerging and frontier markets experience as a long term investor and
governance specialist. She spent 13 years with the Capital Group as a portfolio manager and analyst
with a focus on global emerging markets. Prior to that she was a portfolio manager at Invesco Asset
Management investing in public and private equity. She is currently a non-executive director of Apax
Global Alpha Limited and unlisted SICAVs in Luxembourg managed by Aberdeen and M&G. She has an
MBA from INSEAD.
The Directors present the Annual Report and Accounts
of the Company for the year ended 31 March 2025.
Status of the Company
UEM was incorporated on 7 December 2017. On 3 April
2018, as a result of the proposals to 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 in
the closed ended investment funds category of the
Official List of the Financial Conduct Authority and
traded on the London Stock Exchange’s Main Market
for listed securities.
UEM carries on business as an investment trust. It
has been approved by HM Revenue & Customs as an
investment trust in accordance with sections 1158 and
1159 of the Corporation Tax Act 2010, subject to the
Company continuing to meet the eligibility conditions.
The Directors are of the opinion that the Company has
conducted its affairs in a manner which will satisfy the
conditions for continued approval.
UEM is domiciled in the UK as an investment company
within the meaning of section 833 of the Companies Act
2006. It is not a close company and has no employees.
UEM is a member of the AIC in the UK.
The Alternative Investment Fund Managers
Directive (“AIFMD”)
The Company is an Alternative Investment Fund
(“AIF”) falling within the scope of, and subject to,
the requirements of the AIFMD. The Company has
appointed ICMIM, an English incorporated company
which is regulated by the FCA, as its AIFM, with sole
responsibility for risk management and ICM and ICMIM
jointly to provide portfolio management services.
The AIFMD requires certain information to be made
available to investors in AIFs before they invest and
requires that material changes to this information be
disclosed in the annual report of each AIF. An Investor
Disclosure Document, which sets out information
on the Company’s investment strategy and policies,
leverage, risk, liquidity, administration, management,
fees, conflicts of interest and other shareholder
information, is available on the Company’s website at
www.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.
There is no performance related fee. The management
fee is payable quarterly in arrears, with such fee
apportioned between ICMIM and ICM as agreed by
them. The IMA may be terminated on not less than
six months’ notice in writing and further details of the
amounts payable to ICMIM and ICM are disclosed in
note 4 to the accounts.
Under the IMA, ICMIM has been appointed as Company
Secretary.
The Board continually reviews the policies and
performance of the Investment Managers. The
Board’s philosophy and the Investment Managers’
approach are that the portfolio should consist of shares
considered attractive irrespective of their inclusion or
weighting in any index. The portfolio’s composition and
performance are likely, therefore, to be very different,
for example, from those of the MSCI EM 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
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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 2025, all listed and a
number of unlisted investments were held in custody
for the Company by JPMorgan Chase Bank N.A. –
London Branch (the “Custodian”). Operational matters
with the Custodian are carried out on the Company’s
behalf by 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 27 September
2024 and a dividend of 2.325p per share was paid on
19 December 2024 and 28 March 2025. A dividend of
2.325p per share was declared on 23 May 2025 and will
be paid on 27 June 2025.
ISA and NMPI
UEM remains a qualifying investment under the
Individual Savings Account (ISA) regulations and it
is the intention of the Board to continue to satisfy
these regulations. Furthermore, the Company
currently conducts its affairs so that its shares can
be recommended by IFAs to ordinary retail investors
in accordance with the FCA’s rules in relation to non-
mainstream pooled investments (“NMPI”) and intends to
continue to do so for the foreseeable future.
Going Concern
The Board has reviewed the going concern basis
of accounting for the Company. The Company’s
assets consist substantially of equity shares in listed
companies and in most circumstances are realisable
within a short timescale. The Board has performed
a detailed assessment of the Company’s operational
risk and resources including its ability to meet its
liabilities as they fall due, by conducting stress tests and
scenarios which considered the impact of severe stock
market and currency volatility. This is set out in note 25
to the accounts. In light of this work and there being no
material uncertainties related to events or conditions
that may cast significant doubt about the ability of the
Company to continue as a going concern, the Board
has a reasonable expectation that the Company
has adequate resources to continue in operational
existence for a period of at least the next twelve months
from the date of approval of these financial statements.
Accordingly, the Board considers it appropriate to
continue to adopt the going concern basis in preparing
the accounts.
Directors
UEM currently has a Board of four non-executive
directors who oversee and monitor the activities of
the Investment Managers and other service providers
and ensure that the Company’s investment policy is
adhered to. The Board is supported by an Audit & Risk
Committee, a Management Engagement Committee
and a Remuneration Committee, which deal with
specific aspects of the Company’s affairs. The Corporate
Governance Statement, which is set out on pages 43 to
48, forms part of this Directors’ Report.
The Directors have a range of business, financial and
asset management skills, as well as experience relevant
to the direction and control of the Company. Brief
biographical details of the members of the Board are
shown on page 36. All the Directors are independent.
All appointments to the Board and re-elections of
Directors are carried out in accordance with the
Companies Act 2006 and the Company’s Articles of
Association. The Company’s Articles of Association
provide that all the Directors retire each year. The
Board may also appoint Directors but any Director so
appointed must stand for election by the shareholders
at the next AGM.
Directors’ Indemnity and Insurance
As at the date of this report, a deed of indemnity
has been entered into by the Company and each of
the Directors under which the Company has agreed
to indemnify each Director, to the extent permitted
by law, in respect of certain liabilities incurred as a
result of carrying out his/her role as a Director of the
Company. Each Director is indemnified against the
costs of defending any criminal or civil proceedings
or any claim by the Company or a regulator as they
are incurred provided that where the defence is
unsuccessful the Director must repay those defence
costs to the Company. The indemnities are qualifying
third party indemnity provisions for the purposes of the
Companies Act 2006.
UEM also maintains Directors’ and Officers’ liability
insurance which provides appropriate cover for any
legal action brought against the Directors.
Directors’ Interests
The Directors’ interests in the share capital of the
Company are disclosed in the Directors’ Remuneration
Report on page 51.
No Director was a party to, or had any interests in,
any contract or arrangement with the Company at any
time during the year or at the year end. There are no
agreements between the Company and the Directors
concerning compensation for loss of office.
A Director must avoid a situation where he/she has,
or can have, a direct or indirect interest that conflicts,
or possibly may conflict, with the Company’s interests.
The Directors have declared any potential conflicts of
interest to the Company, which are reviewed regularly
by the 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 2025 the issued share capital of the
Company and the total voting rights were 186,495,391
shares. As at 11 June 2025 (the latest practicable date
prior to finalising this report), the share capital of the
Company and total voting rights were 184,830,391
shares. There are no restrictions on the transfer of
securities in the Company and there are no special
rights attached to any of the shares.
Share Issues and Repurchases
UEM has the authority to purchase shares in the
market to be held in treasury or for cancellation and to
issue new shares for cash. During the year ended 31
March 2025 the Company purchased 4,347,112 shares
for cancellation. The current authority to repurchase
shares was granted to Directors on 17 September 2024
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. As referred to in the Chairman’s Statement,
the Board is reviewing the effectiveness of this facility
against other potential options and any changes will be
announced in due course.
Directors’ Report (continued)
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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 11 June 2025 (the latest practicable date prior
to finalising this report), the Company had received
notification of the following holdings of voting rights:
Number of
shares
held % held
City of London Investment
Management Company
Limited
27,330,181 14.8
Lazard Asset Management
LLC
18,737,825 10.1
Rathbone Investment
Management Limited
10,728,364 5.8
Saba Capital Management, LP 10,669,975 5.8
1607 Capital Partners, LLC 10,589,512 5.7
Ameriprise Financial, Inc. 10,127,839 5.5
UIL Limited 9,273,087 5.0
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 6.6.1R
There are no instances where the Company is required
to make disclosures in respect of Listing Rule 6.6.1R
(information to be included in annual report and
accounts).
Greenhouse Gas Emissions
The disclosures on page 33 of the Strategic Report
regarding greenhouse gas emissions, energy
consumption and energy efficiency are incorporated
into this report by reference.
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 2025 and the auditor’s report
thereon.
Ordinary Resolution 2 – Approval of the Directors’
Remuneration Policy
This resolution is to approve the Directors’
Remuneration Policy which, if passed, will be effective
with immediate effect and will apply until it is next put
to shareholders for approval, which must be at intervals
of not more than three years.
Ordinary Resolution 3 – Approval of the Directors’
Remuneration Report
This resolution is an advisory vote on the Directors’
Remuneration Report.
Ordinary Resolution 4 – 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 5 to 8 (inclusive) – Re-election
of the Directors
The biographies of the Directors are set out on page 36
and are incorporated into this report by reference.
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. His focus is on long-term strategic issues, which
are key topics of Board discussion
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 Chair.
Resolution 8 relates to the re-election of Ms Nadya
Wells. Ms Wells brings to the Board a wealth of
experience in investment management, emerging
markets and investment companies.
Ordinary Resolutions 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
Directors’ Report (continued)
Anhui Expressway (China)
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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 £184,000, which is equivalent to
18,400,000 ordinary shares of 1p each and represents
approximately 10% of the Company’s issued ordinary
share capital (excluding treasury shares) as at the date
of the Notice of the AGM. This resolution will expire at
the conclusion of the next AGM of the Company to be
held in 2026 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 £184,000 which is equivalent to
18,400,000 ordinary shares of 1p each and represents
approximately 10% of the Company’s issued ordinary
share capital (excluding treasury shares) as at the
date of the Notice of the AGM. Any such sale of shares
would only be made at prices greater than NAV and
would therefore increase the assets underlying each
share. This resolution will expire at the conclusion
of the next AGM of the Company to be held in 2026
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 27,500,000 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 2026.
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
13 June 2025
All NEDs
Chair:
Eric Stobart
All NEDs
Chair:
Nadya Wells
The Board as a whole
performs this function
All NEDs
Chair:
IsabelLiu
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: Mark Bridgeman
Senior Independent Director: IsabelLiu
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.
Directors’ Report (continued)
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The AIC Code of Corporate Governance
As a UK-listed investment trust the Board’s principal
governance reporting obligation is in relation to the UK
Corporate Governance Code (the “UK Code”) issued by
the Financial Reporting Council (“FRC”) in January 2024.
However, it is recognised that investment companies
have special circumstances which have an impact
on their governance arrangements. An investment
company typically has no employees and the roles of
portfolio management, administration, accounting and
company secretarial tend to be outsourced to a third
party. The AIC has therefore drawn up its own set of
guidelines known as the AIC Corporate Governance
Code (the “AIC Code”) issued in August 2024, which
recognises the nature of investment companies by
focusing on matters such as board independence
and the review of management and other third party
contracts. The FRC has endorsed the AIC Code and
confirmed that companies which report against the
AIC Code will be meeting their obligations in relation to
the UK Code and paragraph LR6.6.6 of the FCA’s Listing
Rules. The Board believes that reporting against the
principles and recommendations of the AIC Code will
provide better information to shareholders.
The UK Code is available from the FRC’s website at
www.frc.org.uk. The AIC Code is available from the
Association of Investment Companies’ website at
www.theaic.co.uk.
Compliance with the AIC Code
During the year ended 31 March 2025, 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.
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 2025 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 3/3 2/2 1 1
Mark Bridgeman 4 3 1 1
Isabel Liu 4 3 1 1
Eric Stobart 4 3 1 1
Nadya Wells 3/3 2/2 0/0 0/0
Apart from the meetings detailed above, there were a
number of meetings held by committees of the Board
to approve the declaration of quarterly dividends and
other ad hoc items.
Audit & Risk Committee
The Audit & Risk Committee comprises all the Directors
of the Company and is chaired by Mr Stobart. Further
details of the Audit & Risk Committee are provided in
its report starting on page 52.
Management Engagement Committee
The Management Engagement Committee, which is
chaired by Ms Wells, comprises all the Directors of the
Company and meets at least once a year.
The Investment Managers’ performance is considered
by the Board at every meeting, with a formal evaluation
by the Management Engagement Committee annually.
The Board received detailed reports and views from
the Investment Managers on investment policy, asset
allocation, gearing and risk at each Board meeting in
the year ended 31 March 2025, with ad hoc market/
company updates if there were significant movements
in the intervening period.
The Management Engagement Committee also
considers the effectiveness of the administration
services provided by the Investment Managers and
Administrator and the performance of other third
party service providers. In this regard the Committee
assessed the services provided by the Investment
Managers, the Administrator and the other service
providers to be good.
Remuneration Committee
The Remuneration Committee, which is chaired by
Ms Liu, comprises all the Directors of the Company.
Further details are provided in the Directors’
Remuneration Report starting on page 49.
Internal Controls
The Directors acknowledge that they are responsible
for ensuring that the Company maintains a sound
system of internal financial and non-financial controls
(“internal controls”) to safeguard shareholders’
investments and the Company’s assets.
The Company’s system of internal control is designed
to manage rather than eliminate risk of failure to
achieve the Company’s investment objective and/
or adhere to the Company’s investment policy and/
or investment limits. The system can therefore only
provide reasonable and not absolute assurance
against material misstatement or loss.
The Investment Managers, Administrator and
Custodian maintain their own systems of internal
controls and the Board and the Audit & Risk
Committee receive regular reports from these service
providers.
The effectiveness of the Company’s system of
internal controls, including financial, operational and
compliance and risk management systems is reviewed
Corporate Governance Statement (continued)
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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 2025 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 2025, UEM complies with all three
targets.
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 below. The information was obtained by
asking each of the Directors how they wished to be
categorised for the purposes of these disclosures:
31 March 2025
Number of
Board Members
Percentage of
the Board
Number of senior
positions on the Board
(CEO, CFO, SID, Chair)
Men 2 50% 1
Women 2 50% 1
The Board is of the view that length of service does
not necessarily compromise the independence or
contribution of directors of an investment company,
where continuity and experience can add significantly
to the strength of the Board. This is supported by the
views on independence expressed in the AIC Code.
No limit on the overall length of service of any of the
Company’s Directors has been imposed. All Directors
are subject to annual re-election.
The Board reviews succession planning at least
annually. Appointments of new Directors will be made
on a formalised basis with the Chairman agreeing, in
conjunction with the other members of the Board, a
job specification and other relevant selection criteria
and the methods of recruitment (where appropriate
using an external recruitment agency), selection and
appointment. The potential Director would meet with
Board members prior to formal appointment.
An induction process will be undertaken, with new
appointees to the Board being given a full briefing on
the workings and processes of the Company and the
management of the Company by the Chairman, the
Investment Managers, the company secretary and
other appropriate persons.
All appointments are subject to subsequent
confirmation by shareholders in general meeting.
Board, Committee and Directors’ Performance
Appraisal
The Directors recognise the importance of the AIC
Code’s recommendations in respect of evaluating
the performance of the Board, the Committees
and individual Directors. This encompasses both
quantitative and qualitative measures of performance
including:
• attendance at meetings;
• the independence of individual Directors;
• the ability of Directors to make an effective
contribution to the Board and Committees
through the range and diversity of skills and
experience each Director brings to their role; and
• the Board’s ability to challenge the Investment
Managers’ recommendations, suggest areas
of debate and set the future strategy of the
Company.
The Board opted to conduct performance evaluation
through questionnaires and discussion between
the Directors, the Chairman and the chairs 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 daily publication, via a Regulatory
Information Service, of the NAV of the Company’s
shares and by monthly factsheets produced by the
Investment Managers.
31 March 2025
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% 1
Asian/Asian British 1 25% 1
Not specified/prefer not to say 1 25% –
Corporate Governance Statement (continued)
Ocean Wilsons Holdings (Brazil)
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Shareholders can visit the Company’s website:
www.uemtrust.co.uk in order to access copies of half-
yearly and annual financial reports, factsheets and
regulatory announcements.
There is a regular dialogue between the Investment
Managers and institutional shareholders, including
private client wealth managers, to discuss aspects of
investment performance, governance and strategy and
to listen to shareholder views in order to help develop
an understanding of their issues and concerns.
Presentations are usually made to retail shareholders
and investors via the Investor Meet Company platform
following the publication of the annual and half
yearly results. All meetings between the Investment
Managers and shareholders are reported to the Board.
The Chairman, Senior Independent Director and
other Directors are available to discuss any concerns
with shareholders if required and shareholders may
communicate with the Company at any time by writing
to the Board at the Company’s registered office or
contacting the Company’s broker.
By order of the Board
ICM Investment Management Limited
Company Secretary
13 June 2025
Directors’ Remuneration Report
Statement of
the Chair
As Chair of the Remuneration
Committee, I am pleased
to present the Directors’
Remuneration Report to
shareholders. The report
comprises a remuneration
policy, which is subject to a
triennial binding shareholder
vote, or sooner if an alteration
to the policy is proposed, and a
report on remuneration, which
is subject to an annual advisory vote and will therefore be
put to shareholders at the Company’s forthcoming AGM.
The law requires the Company’s auditor to audit certain
parts of the disclosures provided. Where disclosures
have been audited, they are indicated as such. The
auditor’s opinion is included in their report starting on
page 56.
The Remuneration Committee is responsible for
reviewing and making recommendations to the Board in
respect of the fees of Directors. In line with the AIC Code,
it reviews the ongoing appropriateness of the Company’s
remuneration policy and the individual remuneration of
Directors by reference to the activities of the Company
and in comparison with other companies of a similar
structure and size. Any views expressed by shareholders
on the fees being paid to Directors will also be taken into
consideration. Following recommendations from the
Remuneration Committee, the Board reviews the fees
payable to the Chairman and Directors annually. There
were no changes to the remuneration policy during the
year.
All the Directors invest the full amount of their fees (net of
tax) in the shares of the Company. The review in respect
of the year ending 31 March 2026 has resulted in the
increases being applied to the annual fees as detailed in
the table below.
Year ending 31 March
2026
£’000s
2025*
£’000s
Chairman 55.4 54.0
Chair of the Audit & Risk Committee 51.8 50.5
Senior Independent Director 43.1 40.0
Directors 41.1 40.0
*Actual
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 Chair
of the Audit & Risk Committee are taken into account.
The policy aims to be fair and reasonable in relation to
comparable investment companies.
The fees are fixed and 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 17 September 2024. Of the votes cast, 99.96% were
in favour and 0.04% 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 also put to shareholders at
the forthcoming AGM.
Isabel Liu
Chair of the Remuneration
Committee
Corporate Governance Statement (continued)
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Director
2024/25
Shares
purchased
1
2024/25
Entitlement
£
2
2024/25
Taxable
benefits
£
3
2024/25
Total
£
2023/24
Shares
purchased
1
2023/24
Entitlement
£
2
2023/24
Taxable
benefits
£
3
2023/24
Total
£
Mark Bridgeman 10,820 43,500 595 44,095 10,181 38,900 176 39,076
Susan Hansen
4
– – – – 8,029 18,153 1,000 19,153
Isabel Liu 10,752 40,000 16 40,016 12,491 38,900 – 38,900
John Rennocks 10,205 40,500 20 40,520 12,862 52,500 – 52,500
Eric Stobart
12,488 50,500 – 50,500 11,808 49,100 – 49,100
Nadya Wells
5
8,078 23,333 – 23,333 – – – –
Total 52,343 197,833 631 198,464 55,371 197,553 1,176 198,729
1 All the shares were purchased in the market, using the net fee entitlement after applicable tax deductions of each director, as set out in note 1(j) to
the accounts
2 The Directors’ entitlement to fees is calculated in arrears
3 Taxable benefits comprise amounts reimbursed for expenses incurred in carrying out business for the Company
4 Retired 19 September 2023
5 Appointed 1 September 2024
Directors’ Annual Report on Remuneration (Audited)
A single figure for the total remuneration of each Director who served during the year ended 31 March 2025 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
2025 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
2025
£’000s
2024
£’000s
Change
£’000s
Aggregate Directors’
emoluments
198 198 –
Aggregate dividends 17,048 16,673 375
Aggregate share buybacks 9,624 25,397 (15,773)
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
31March
2025
Fees
%
2024
Fees
%
2023
Fees
%
2022
Fees
%
2021
Fees
%
John Rennocks 2.9 5.0 5.0 3.5 0.0
Mark Bridgeman
1
11.8 5.1 5.1 n/a n/a
Isabel Liu 2.8 5.1 5.1 n/a n/a
Eric Stobart 2.9 5.1 5.0 3.5 0.0
Nadya Wells n/a n/a n/a n/a n/a
1 Appointed Chairman on 31 December 2024
Total Return Comparative Performance
from 31 March 2015 to 31 March 2025
Source: ICM and BloombergRebased to 100 as at 31 March 2015
MSCI EM total return Index (GBP adjusted)
UEM ordinary share price total return adjusted
for the exercise of subscription shares
Mar 25Mar 24Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16Mar 15
50
75
100
125
150
175
200
Directors’ Beneficial Share Interests (Audited)
The beneficial shareholdings of the Directors who
served during the year are set out below:
As at 31 March
13 June
2025
31 March
2025
31 March
2024
John Rennocks
n/a 176,533
1
166,537
Mark Bridgeman 36,894
2
33,684
2
22,744
Isabel Liu
3
46,473 46,473 35,721
Eric Stobart
4
86,250 83,000 69,750
Nadya Wells
8,130 4,760 0
1 As at 31 December 2024, the date Mr Rennocks retired from the
Board and including 9,277 shares held by Mrs Rennocks
2 In addition, Mr Bridgeman had a non-beneficial interest in 18,500
shares
3 The shares are held by Ms Liu's husband, Mak Lo Chiu
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 2025,
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
Isabel Liu
Chair of the Remuneration Committee
13 June 2025
Directors’ Remuneration Report (continued)
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As Chair of the Audit & Risk
Committee, I am pleased to
present the Committee’s report
to shareholders for the year
ended 31 March 2025.
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 2025, the Audit &
Risk Committee consisted of all the Directors of the
Company. It is considered that there is a range of
recent and relevant financial experience amongst the
members of the Committee together with experience
of the investment trust sector.
In light of the small size of the Board and the Chairman
of the Board’s relevant experience, the Committee
considers it appropriate that he is a member.
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
Chair of the Audit &
Risk Committee
Significant Area How Addressed
Value of the level 1
investments
Actively traded level 1 investments are valued using stock exchange prices provided by third party
pricing vendors. The Audit & Risk Committee regularly reviews the portfolio. It also reviews the
annual internal control reports produced by the Investment Managers and Administrator which
detail the systems, processes and controls around the daily pricing of the securities.
Value of the level 3
investments
Investments that are classified as level 3 are valued using a variety of techniques to determine a
fair value, as set out in note 1(c) to the accounts, and all such valuations are carefully reviewed by
the Audit & Risk Committee with the Investment Managers.
The Committee receives detailed information on all level 3 investments and it discusses and
challenges the valuations with the Investment Managers. It considers market comparables and
discusses any proposed revaluations with the Investment Managers.
Auditor and Audit Tenure
KPMG LLP (“KPMG”) had been the auditor of the
Company since 2018 and prior to that, auditor of
UEM Limited since 2012. In light of KPMG’s proposed
significant increase in its audit fee, the Audit & Risk
Committee decided to carry out a formal external
audit tender process in January 2025. Following the
tender process, the Committee recommended to the
Board the appointment of BDO LLP (“BDO”), a firm
with extensive experience in auditing investment
trusts, to replace KPMG. The Board accepted the
recommendation and a resolution to appoint BDO as
auditor to the Company is included in the notice of
AGM.
The Committee has considered the independence of
the auditor and the objectivity of the audit process
and is satisfied that BDO has fulfilled its obligations to
shareholders as independent auditor to the Company.
It is the Company’s policy not to seek substantial non-
audit services from its auditor, unless they relate to a
review of the half-yearly report as the Board considers
the auditor is best placed to provide this work. If the
provision of significant non-audit services were to
be considered, the Committee would procure such
services from an accountancy firm other than the
auditor. Non-audit fees paid to BDO amounted to £nil
for the year ended 31 March 2025 (2024: £nil to KPMG).
The partner and manager of the audit team at
BDO presented their audit plan to the Committee
in advance of the financial year end. Items of audit
focus were discussed, agreed and given particular
attention during the audit process. BDO reported to
the Committee on these items, their independence
and other matters. This report was considered by
the Committee and discussed with BDO and the
Investment Managers prior to approval of the annual
financial report.
Members of the Committee meet in camera with the
external auditor at least annually.
Accounting Matters and Significant Areas
For the year ended 31 March 2025 the accounting
matters that were subject to specific consideration by
the Audit & Risk Committee were as follows:
The Committee reviewed the external audit plan at an early stage and concluded that the appropriate areas of audit
risk relevant to the Company had been identified and that suitable audit procedures had been put in place to obtain
reasonable assurance that the financial statements as a whole would be free of material misstatements.
As a result, and following a thorough review process, the Committee advised the Board it is satisfied that, taken as a
whole, the annual financial report for the year to 31 March 2025 is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s performance, business model and strategy. In
reaching this conclusion, the Committee has assumed that the reader of the report would have a reasonable level of
knowledge of the investment company industry.
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The Directors are responsible for preparing the annual
report and the financial statements in accordance with
UK adopted International Accounting Standards and
applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law, they are required to prepare the financial
statements in accordance with UK adopted
International Accounting Standards.
Under company law the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Company and of its profit or loss for that period. In
preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that
are reasonable and prudent;
• state whether they have been prepared in
accordance with UK adopted International
Accounting Standards, subject to any material
departures disclosed and explained in the financial
statements;
• prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue in
business; and
• prepare a Directors’ Report, a Strategic Report
and Directors’ Remuneration Report which comply
with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies Act
2006.
They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for
ensuring that the annual report and accounts, taken
as a whole, is fair, balanced, and understandable and
provides the information necessary for shareholders
to assess the Company’s performance, business model
and strategy.
The Directors are responsible for ensuring the annual
report and the financial statements are made available
on a website. Financial statements are published on
the Company’s website in accordance with legislation
in the United Kingdom governing the preparation
and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company's website
is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of
the financial statements contained therein.
Responsibility Statement of the Directors in
Respect of the Annual Financial Report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the
Company; and
• the Chairman’s Statement, Strategic Report and
Directors’ Report include a fair review of the
development and performance of the business
and the position of the Company, together with a
description of the principal risks and uncertainties
that it faces.
We consider the annual report and accounts, taken
as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy.
Approved by the Board on 13 June 2025 and signed on
its behalf by:
Mark Bridgeman
Chairman
Directors’ Statement of Responsibilities
in respect of the Annual Report and Financial Statements
External Audit, Review of its Effectiveness and
Auditor Appointment
The Audit & Risk Committee advises the Board on the
appointment of the external auditor, its remuneration
for audit and non-audit work and its cost effectiveness,
independence and objectivity.
As part of the review of the effectiveness of the audit
process, a formal evaluation process incorporating
views from the members of the Committee and
relevant personnel at the Investment Managers is
followed and feedback is provided to BDO. Areas
covered by this review include:
• the calibre of the audit firm, including reputation
and industry presence;
• the extent of quality controls including review
processes, engagement quality control reviewer
and annual reports from its regulator;
• the performance of the audit team, including
skills of individuals, specialist knowledge, partner
involvement, team member continuity and quality
and timeliness of audit planning and execution;
• audit communication including planning, relevant
accounting and regulatory developments,
approach to significant accounting risks,
communication of audit results and
recommendations on corporate reporting;
• ethical standards including independence and
integrity of the audit team, lines of communication
to the Committee and partner rotation; and
• reasonableness of the audit fees.
For the year ended 31 March 2025, the Committee is
satisfied that the audit process was effective.
Resolutions proposing the appointment of BDO 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 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 and emerging risks, details of
which are provided in the Strategic Report on pages 28
to 30. The Committee 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 Audit & Risk 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
Chair of the Audit & Risk Committee
13 June 2025
Audit & Risk Committee Report (continued)
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Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the
Company’s affairs as at 31 March 2025 and of its
loss for the year then ended;
• have been properly prepared in accordance with
UK adopted International Accounting Standards;
and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Utilico
Emerging Markets Trust Plc (the ‘Company’) for the
year ended 31 March 2025 which comprise the
Statement of Comprehensive Income, Statement of
Changes in Equity, Statement of Financial Position,
Statement of Cash Flows and Notes to the Accounts,
including material accounting policy information. The
financial reporting framework that has been applied
in their preparation is applicable law and UK adopted
International Accounting Standards.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under
those standards are further described in the
Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion. Our
audit opinion is consistent with the additional report to
the audit committee.
Independence
Following the recommendation of the Audit and
Risk Committee, we were appointed by the Board of
Directors on 10 February 2025 to audit the financial
statements for the year ended 31 March 2025 and
subsequent financial periods. The period of total
uninterrupted engagement including retenders and
reappointments is 1 year, covering the year ended 31
March 2025. We remain independent of the Company
in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to
listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by
that standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the Directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of
accounting included:
• Evaluating the appropriateness of the Directors’
method of assessing going concern in light of
economic and market conditions by reviewing the
information used by the Directors in completing
their assessment;
• Assessing the appropriateness of the Directors’
assumptions and judgements made in their
base case and stress tested forecasts including
consideration of the available cash resources
relative to forecast expenditure and commitments;
• Challenging Directors’ assumptions and
judgements made in their forecasts by performing
an independent analysis of the liquidity of the
portfolio;
• Reviewing the loan agreements to identify the
covenants and assessing the likelihood of them
being breached based on the Directors’ forecasts
and our sensitivity analyses; and
• Assessing the completeness and accuracy of the
going concern disclosures.
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Company’s ability
to continue as a going concern for a period of at least
twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Independent auditor’s report to the members
of Utilico Emerging Markets Trust Plc
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this report.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding
of the Company and its environment, including
the Company’s system of internal control, and
assessing the risks of material misstatement in the
financial statements. We also addressed the risk of
management override of internal controls, including
assessing whether there was evidence of bias by the
Directors that may have represented a risk of material
misstatement.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due to
fraud) that we identified, including those which had
the greatest effect on: the overall audit strategy, the
allocation of resources in the audit, and directing the
efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
Key audit matters 2025
Valuation and ownership of listed investments X
Valuation and ownership of unlisted investments X
We were appointed by the Board of Directors on 10 February 2025 to audit the financial
statements for the year ended 31 March 2025. This is our first auditor’s report and accordingly,
prior year information has not been included.
Materiality Company financial statements as a whole
£4.79m based on 1% of Net assets
We were appointed by the Board of Directors on 10 February 2025 to audit the financial
statements for the year ended 31 March 2025. This is our first auditor’s report and accordingly,
prior year information has not been included.
Overview
Key audit matter How the scope of our audit addressed the key audit
matter
Valuation and
ownership
of listed
investments
Note 1
Accounting
Policies
Note 10
Investments
Note 27
Fair Value
Hierarchy
Level 1:
£472.111m
Level 2:
£9.663m
The investment portfolio at year-
end comprised of 97% listed
equity investments. The remaining
portfolio at year end comprised
of investments where no quoted
market price is available.
There is a risk that the prices used
for the listed investments held by
the Company are not reflective of
the fair value.
There is also a risk of error in the
recording of investment holdings
that could result in the incorrect
reflection of investments owned by
the Company.
Therefore, we considered the
valuation and ownership of listed
investments to be a significant audit
area as investments represent
the most significant balance in the
Financial Statements and underpin
the principal activity of the entity.
For these reasons, we considered
this to be a key audit matter.
We responded to this matter by testing the valuation
and ownership of 100% of the listed investments. We
performed the following procedures:
• Checked the year-end bid price was used by
agreeing this to externally quoted prices;
• Assessed if there were contra indicators, such as
liquidity considerations, to suggest that the bid
price is not the most appropriate indication of
fair value by considering the realization period for
individual holdings;
• Recalculated the valuation by multiplying the
number of shares held per the statement obtained
from the custodian by the valuation per share;
• Obtained direct confirmation of the number of
shares held in the portfolio from the custodian; and
• Agreed the exchange rates used to independent
sources.
We also considered the completeness and accuracy
of investment-related disclosures against the
requirements of the relevant accounting standard.
Key observations:
Based on our procedures performed, the valuation and
ownership of the listed investments are reasonable.
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Independent auditor's report (continued)
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and
ownership
of unlisted
investments
Note 1
Accounting
Policies
Note 2
Significant
judgements,
estimates and
assumptions
Note 10
Investments
Note 27
Fair Value
Hierarchy
Level 3:
£13.380m
The unlisted
investments have
significant judgement
involved in selecting an
appropriate valuation
methodology and
estimation uncertainty in
management’s forecast
returns, multiples of
revenue and discounts
applied in determining
their valuations.
There is also a risk of
error in the recording
of investment holdings
that could result in the
incorrect reflection of
investments owned by
the Company.
Therefore, we
considered the valuation
and ownership of
unlisted investments
to be a significant audit
area as although they
only constitute 3% of
the portfolio, there are
significant judgements
and estimates.
For these reasons, we
considered this to be a
significant audit risk and
a key audit matter.
We selected a sample of unlisted investments and performed the
following procedures:
• Considered the appropriateness of the valuation methodology
applied by the Alternative Investment Fund Manager
(AIFM) against the International Private Equity and Venture
Capital Valuation (‘IPEV’) Guidelines and IFRS 13 - Fair Value
Measurement;
• Reviewed the valuations prepared by the Investment Manager
and challenged the inputs, assumptions and judgements by
checking these to management information of the investee
companies, market data, our own understanding of the
investee companies and assessed the impact of the estimation
uncertainty concerning these assumptions;
• Agreed the exchange rates used to independent sources; and
• Agreed the unlisted investments holdings either to
independently received third-party confirmation from the
custodian or confirmation from the underlying investee
companies, to check ownership.
• Reperformed the calculation of the valuation to test
arithmetical accuracy.
• Back testing using newly available information to assess
whether the past estimates were appropriate.
• Performed an overall stand back assessment of the
information assessed and risks present from the portfolio
performance.
• Performed procedures to understand the design and
implementation of controls over the valuation and ownership
process for unlisted investments.
For unlisted investments that were valued using calibrated price of
recent investments, reviewed for changes in fair value we:
• Agreed the price of the recent investment transaction to
supporting documentation;
• Assessed whether the investment transaction was an arm’s
length transaction through reviewing the parties involved
in the transaction and checking whether they were already
investors in the investee company;
• Considered whether there were any indications that the price
of recent investment transaction were no longer representative
of fair value considering, the current performance of the
investee company and the milestones/KPIs and assumptions
set out in the investment proposal; and
• Considered whether the price of recent investment transaction
is supported by alternative valuation techniques as well as the
time lapsed/ calibration since the investment round.
Key audit matter How the scope of our audit addressed the key audit matter
For unlisted investments that were valued using market approach
(multiples) we:
• Challenged and agreed the inputs to the valuation with
reference to management information of investee companies,
market data and the industry knowledge within the audit team;
• Where possible, reviewed the historical Financial Statements
and any recent management information available to support
assumptions regarding maintainable revenues, earnings or cash
flows used in the valuations;
• Considered the multiples and the discounts applied by reference
to observable quoted company market data;
• Challenged the consistency and appropriateness of
adjustments made to such market data in establishing the
revenue, cash flow or earnings multiple applied in arriving at
the valuations adopted through considering the individual
performance of investee companies against management
plans and relative to the peer group, the market and sector
in which the investee company operates and other factors as
appropriate;
For unlisted investments that were valued using net asset value
(NAV) approach we:
• Agreed the non-conterminous NAV of the fund used in the
valuation to the audited fund accounts or management
accounts prepared by the portfolio company;
• Agreed distributions made by the underlying fund but held at
custodians to signed Distribution Notices;
• Recalculated the value of equity; and
• Challenged management through enquiry and inspection of
updated management accounts on the potential movement
between the NAV used in the valuation and NAV as at year end.
• Assessed the appropriateness of the valuation process
implemented by the fund investment manager and reliability of
the audited accounts.
Where appropriate, we performed sensitivity analysis to determine
the significant possible movements in selected inputs. We have also
performed scenario analysis, by evaluating the acceptable range of
valuations, where we considered that alternative input assumptions
could reasonably have been applied. We have considered the
overall impact of such scenarios on the portfolio of investments in
determining whether the valuations are within an acceptable range.
We also considered the completeness and accuracy of investment-
related disclosures against the requirements of relevant accounting
standard.
Key observations:
Based on our procedures performed, the valuation or ownership of
the listed and unlisted investments are reasonable.
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Our application of materiality
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to
be the magnitude by which misstatements, including
omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the
probability that any misstatements exceed materiality,
we use a lower materiality level, performance
materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a
whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole and
performance materiality as follows:
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Independent auditor's report (continued)
Company financial statements
1
2025
Materiality £4.79m
Basis for determining materiality 1% of Net assets
Rationale for the benchmark applied As an investment trust, the net asset value is the key measure of performance
for users of the financial statements.
Performance materiality £3.59m
Basis for determining performance
materiality
75% of materiality
Rationale for the percentage applied for
performance materiality
The level of performance materiality applied was set after having considered
a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would
report to them all individual audit differences in excess
of £239k. We also agreed to report differences below
this threshold that, in our view, warranted reporting on
qualitative grounds.
Other information
The Directors are responsible for the other information.
The other information comprises the information
included in the Reports and Accounts other than the
financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not
cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Going concern and longer-
term viability
• The Directors' statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified set out on page 38;
and
• The Directors’ explanation as to their assessment of the Company’s prospects, the period
this assessment covers and why the period is appropriate set out on pages 30-31.
Other Code provisions • Directors' statement on fair, balanced and understandable set out on page 55;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on pages 28-29;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on pages 45-46; and
• The section describing the work of the audit committee set out on page 52.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic
report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us 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.
1 We were appointed by the Board of Directors on 10 February 2025 to audit the financial statements for the year ended 31 March 2025. This is our
first auditor’s report and accordingly, prior year information has not been included.
Corporate governance statement
The UK Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit.
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Independent auditor's report (continued)
Responsibilities of Directors
As explained more fully in the Directors’ Statement
of Responsibilities, the Directors are responsible for
the preparation of the financial statements and for
being satisfied that they give a true and fair view, and
for such internal control as the Directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the
industry in which it operates;
• Discussion with the Investment Manager,
the Administrator and Those Charged With
Governance; and
• Obtaining an understanding of the Company’s
policies and procedures regarding compliance with
laws and regulations;
We considered the significant laws and regulations
to be Companies Act 2006, the FCA listing and DTR
rules, the principles of the AIC Code of Corporate
Governance, industry practice represented by the
AIC SORP, the applicable accounting framework,
and qualification as an Investment Trust under UK
tax legislation as any non-compliance of this would
lead to the Company losing various deductions and
exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures
to underlying supporting documentation;
• Enquiries of management and Those Charged With
Governance relating to the existence of any non-
compliance with laws and regulations;
• Reviewing minutes of meeting of Those Charged
With Governance throughout the period for
instances of non-compliance with laws and
regulations; and
• Reviewing the calculations in relation to
Investment Trust compliance to check that the
Company was meeting its requirements to retain
their Investment Trust Status.
Fraud
We assessed the susceptibility of the financial
statement to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager, the
Administrator and Those Charged With
Governance regarding any known or suspected
instances of fraud;
• Obtaining an understanding of the Company’s
policies and procedures relating to:
– Detecting and responding to the risks of fraud;
and
– Internal controls established to mitigate risks
related to fraud.
• Review of minutes of meeting of Those Charged
With Governance for any known or suspected
instances of fraud; and
• Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
Based on our risk assessment, we considered the
areas most susceptible to be valuation of unlisted
investments and management override of controls in
relation to the valuation of unlisted investments.
Our procedures in respect of the above included:
• In addressing the risk of valuation of unlisted
investments, the procedures set out in the
Key Audit Matters section of our report were
performed;
• In assessing the risk of management override of
control, we:
– Performed a review of estimates and judgements
made in the unlisted investment valuations and
considered whether the valuation methodology
is the most appropriate;
– Performed a review of estimates and judgements
applied by management in the Financial
Statements to assess their appropriateness and
the existence of any systematic bias;
– Considered the opportunity and incentive to
manipulate accounting entries and target tested
relevant adjustments made in the period end
financial reporting process;
– Reviewed for significant transactions outside the
normal course of business; and
– Performed a review of unadjusted audit
differences, if any, for indications of bias or
deliberate misstatement.
We also communicated relevant identified laws
and regulations and potential fraud risks to all
engagement team members who were all deemed to
have appropriate competence and capabilities and
remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the
audit.
Our audit procedures were designed to respond
to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a
material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example,
forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures
performed and the further removed non-compliance
with laws and regulations is from the events and
transactions reflected in the financial statements, the
less likely we are to become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the
Company and the Company’s members as a body, for
our audit work, for this report, or for the opinions we
have formed.
Vanessa-Jayne Bradley (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
13 June 2025
BDO LLP is a limited liability partnership registered
in England and Wales (with registered number
OC305127).
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Statement of Changes in Equity
for the year to 31 March 2025
Notes
Ordinary
share
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 2024 1,909 76,706 436 407,180 26,603 10,099 522,933
16, 18,
19
Shares purchased by the
Company and cancelled (44) – 44 (9,624) – – (9,624)
20,21
(Loss)/profit for the year – – – – (35,399) 18,723 (16,676)
9
Dividends paid in the year – – – – – (16,811) (16,811)
Balance as at 31 March 2025 1,865 76,706 480 397,556 (8,796) 12,011 479,822
for the year to 31 March 2024
Notes
Ordinary
share
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,
19
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
9
Dividends paid in the year – – – – – (16,935) (16,935)
Balance as at 31 March 2024 1,909 76,706 436 407,180 26,603 10,099 522,933
The notes on pages 68 to 85 form part of these financial statements.
Statement of Comprehensive Income
for the year to 31 March 2025 for the year to 31 March 2024
Notes
Revenue
return
£’000s
Capital
return
£’000s
Total
return
£’000s
Revenue
return
£’000s
Capital
return
£’000s
Total
return
£’000s
10
(Losses)/gains on investments – (29,007) (29,007) – 46,836 46,836
20
Foreign exchange (losses)/gains – (590) (590) – 610 610
3
Investment and other income 23,840 – 23,840 23,079 – 23,079
Total income/(loss) 23,840 (29,597) (5,757) 23,079 47,446 70,525
4
Management and administration fees (1,381) (4,284) (5,665) (1,445) (4,368) (5,813)
5
Other expenses (1,710) – (1,710) (1,911) – (1,911)
Profit/(loss) before finance costs and taxation 20,749 (33,881) (13,132) 19,723 43,078 62,801
6
Finance costs (192) (768) (960) (318) (1,274) (1,592)
Profit/(loss) before taxation 20,557 (34,649) (14,092) 19,405 41,804 61,209
7
Taxation (1,834) (750) (2,584) (1,958) (1,360) (3,318)
Profit/(loss) for the year 18,723 (35,399) (16,676) 17,447 40,444 57,891
8
Earnings per share (basic) – pence 9.95 (18.81) (8.86) 8.83 20.48 29.31
All items in the above statement derive from continuing operations.
The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columns represent supplementary
information prepared under guidance issued by the Association of Investment Companies.
The Company does not have any income or expense that is not included in the profit for the year and therefore the profit for the year is also the total
comprehensive income for the year, as defined in International Accounting Standard 1 (revised).
All income is attributable to the equity holders of the Company.
The notes on pages 68 to 85 form part of these financial statements.
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Year to 31 March
2025
£’000s
2024
£’000s
Operating activities
(Loss)/profit before taxation (14,092) 61,209
Deduct investment income – dividends (22,293) (21,100)
Deduct investment income – interest (1,463) (1,932)
Deduct bank Interest received (84) (47)
Add back interest charged 960 1,592
Add back losses/(gains) on investments 29,007 (46,836)
Add back foreign exchange losses/(gains) 590 (610)
Decrease/(increase) in other receivables 30 (30)
Increase/(decrease) in other payables 881 (683)
Net cash outflow from operating activities before dividends and interest (6,464) (8,437)
Interest paid – (1,813)
Dividends received 22,874 20,212
Investment income – interest 824 1,125
Bank interest received 84 47
Taxation paid (3,426) (3,431)
Net cash inflow from operating activities 13,892 7,703
Investing activities
Purchase of investments (128,323) (75,544)
Sales of investments 123,128 151,442
Net cash (outflow)/inflow from investing activities (5,195) 75,898
Financing activities
Repurchase of shares for cancellation (9,624) (25,397)
Dividends paid (16,811) (16,935)
Drawdown of bank loans 28,524 19,821
Repayment of bank loans (11,913) (53,943)
Interest paid (806) –
Net cash outflow from financing activities (10,630) (76,454)
(Decrease)/increase in cash and cash equivalents (1,933) 7,147
Cash and cash equivalents at the start of the year 5,751 (1,026)
Effect of movement in foreign exchange 115 (370)
Cash and cash equivalents as at the end of the year 3,933 5,751
The notes on pages 68 to 85 form part of these financial statements.
Statement of Cash Flows
Notes
as at 31 March
2025
£’000s
2024
£’000s
Non-current assets
10 Investments 495,154 517,195
Current assets
11 Other receivables 1,008 6,078
Cash and cash equivalents 3,933 5,751
4,941 11,829
Current liabilities
12 Other payables (2,055) (4,573)
13 Bank loans (17,553) –
(19,608) (4,573)
Net current (liabilities)/assets (14,667) 7,256
Total assets less current liabilities 480,487 524,451
Non-current liabilities
14 Provision for capital gains tax (665) (1,518)
Net assets 479,822 522,933
Equity attributable to equity holders
16 Ordinary share capital 1,865 1,909
17 Merger reserve 76,706 76,706
18 Capital redemption reserve 480 436
19 Special reserve 397,556 407,180
20 Capital reserves (8,796) 26,603
21 Revenue reserve 12,011 10,099
Total attributable to equity holders 479,822 522,933
22 Net asset value per share
Basic – pence 257.28 274.01
The notes on pages 68 to 85 form part of these financial statements.
Approved by the Board on 13 June 2025 and signed on its behalf by
Mark Bridgeman
Chairman
Utilico Emerging Markets Trust plc
Registered in England, No 11102129
Statement of Financial Position
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(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.
1. Accounting Policies
The Company is an investment company incorporated in the United Kingdom with a listing in the closed ended investment fund
category of the Financial Conduct Authority's Official List whose shares are admitted to trading on the London Stock Exchange's
Main Market for listed securities.
(a) Basis of accounting
The accounts have been prepared on a going concern basis (see note 25) in accordance with UK adopted International Accounting
Standards, which comprise standards and interpretations approved by the IASB and International Accounting Standards and IFRS
Interpretation Committee approved by the IASC that remain in effect and the Companies Act 2006.
The accounts have been prepared on a historical cost basis, except for the measurement at fair value of investments.
The Board has determined by having regard to the currency of the Company’s share capital and the predominant currency in
which its shareholders operate, that Sterling is the functional and reporting currency.
Where presentational recommendations set out in the Statement of Recommended Practice “Financial Statements of
Investment Trust Companies and Venture Capital Trusts” (“SORP”), issued in the UK by the AIC in July 2022, do not conflict with
the requirements of International Financial Reporting Standards ("IFRS"), the Directors have prepared the accounts on a basis
consistent with the recommendations of the SORP.
In accordance with the SORP, the Statement of Comprehensive Income has been analysed between a revenue return (dealing with
items of a revenue nature) and a capital return (relating to items of a capital nature). Revenue returns include, but are not limited
to, dividend income, operating expenses, finance costs and taxation (insofar as they are not allocated to capital, as described
in notes 1(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 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. IFRS 18, Presentation and Disclosure in Financial Statements, effective from 1 January
2027, is being assessed. None of the other standards are expected to have a material effect on the accounts of the Company.
(b) Financial instruments
Financial Instruments include fixed asset investments and long term debt instruments. Accounting Standards recognise a
hierarchy of fair value measurements for Financial Instruments which gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The classification
of instruments depends on the lowest significant applicable input.
(c) Valuation of investments
Investment purchases and sales are accounted for on the trade date, inclusive of transaction costs. Investments, including
both equity and loans, used for efficient portfolio management are classified as being at fair value through profit or loss. As the
Company’s business is investing in financial assets with a view to profiting from their total return in the form of dividends, interest
or increases in fair value, its investments (including those ordinarily classified as subsidiaries under IFRS 10 but exempted by
that financial reporting standard from requirement to be consolidated) are designated as being at fair value through profit or
loss on initial recognition. The Company manages and evaluates the performance of these investments on a fair value basis in
accordance with its investment strategy and information about the Company is provided internally on this basis to the Company’s
Directors and key management personnel. Gains and losses on investments are analysed within the Statement of Comprehensive
Income as capital return. Quoted investments are shown at fair value using market bid prices. The fair value of unquoted
investments is determined by the Board in accordance with IFRS and International Private Equity and Venture Capital Valuation
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 83 and 84).
(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
Notes to the Accounts (continued)
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4. Management and administration fees
Year to 31 March
2025 2024
Revenue
£’000s
Capital
£’000s
Total
£’000s
Revenue
£’000s
Capital
£’000s
Total
£’000s
Payable to: ICM/ICMIM
– management, secretarial and
research fees 1,071 4,284 5,355 1,092 4,368 5,460
Administration fees 310 – 310 353 – 353
1,381 4,284 5,665 1,445 4,368 5,813
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 2024: £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
2025 2024
Revenue
£’000s
Capital
£’000s
Total
£’000s
Revenue
£’000s
Capital
£’000s
Total
£’000s
Auditor's remuneration:
for audit services
(1)
93 – 93 180 – 180
Broker and consultancy fees 182 – 182 153 – 153
Custody fees 665 – 665 608 – 608
Depositary fees 101 – 101 110 – 110
Directors’ fees for services to the Company
(see Directors’ Remuneration Report on pages 49 to 51) 198 – 198 198 – 198
Travel expenses 146 – 146 232 – 232
Professional fees 53 – 53 87 – 87
Sundry expenses 272 – 272 343 – 343
1,710 – 1,710 1,911 – 1,911
All expenses are stated gross of irrecoverable VAT, where applicable.
(1) Total auditor’s remuneration for audit services, exclusive of VAT, amounted to £93,000 for the year to 31 March 2025: BDO LLP audit fees of
£83,000; and KPMG LLP audit fees of £10,000 for costs incurred to time of resignation (2024: £180,000, £147,000 for the year to 31 March 2024 and
£33,000 for additional audit costs for the year to 31 March 2023).
(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
– 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 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 2.7% of total investments as at 31 March 2025 (4.5% of total
investments as at 31 March 2024).
3. Investment and other income
Year to 31 March
2025 2024
Revenue
£’000s
Capital
£’000s
Total
£’000s
Revenue
£’000s
Capital
£’000s
Total
£’000s
Investment income
Dividends* 22,293 – 22,293 21,100 – 21,100
Interest 1,463 – 1,463 1,932 – 1,932
Total investment income 23,756 – 23,756 23,032 – 23,032
Other income
Bank interest 84 – 84 47 – 47
Total income 23,840 – 23,840 23,079 – 23,079
* Includes scrip dividends of £192,000 (2024: £237,000)
Notes to the Accounts (continued)
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8. Earnings Per Share
Year to 31 March
2025
£’000s
2024
£’000s
Revenue return
18,723
17,447
Capital return
(35,399)
40,444
Total return (16,676) 57,891
Number Number
Weighted average number of shares in issue during the year 188,115,133 197,484,731
Pence Pence
Revenue return per share 9.95 8.83
Capital return per share (18.81) 20.48
Total (loss)/profit per share* (8.86) 29.31
*Represents both the basic and diluted earnings per share
9. Dividends
Year to 31 March Record date Payment date
2025
£’000s
2024
£’000s
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
2024 Fourth quarterly dividend of 2.15p per share 07 Jun 24 28 Jun 24 4,072 –
2025 First quarterly dividend of 2.15p per share 06 Sep 24 27 Sep 24 4,047 –
2025 Second quarterly dividend of 2.325p per share 29 Nov 24 19 Dec 24 4,352 –
2025 Third quarterly dividend of 2.325p per share 07 Mar 25 28 Mar 25 4,340 –
16,811 16,935
The Directors have declared a fourth quarterly dividend in respect of the year ended 31 March 2025 of 2.325p per share payable
on 27 June 2025 to shareholders on the register at close of business on 6 June 2025. The total cost of the dividend, which has not
been accrued in the results for the year to 31 March 2025, is £4,309,000 based on 185,319,391 shares in issue at the record date,
see note 16 for changes in share capital.
10. Investments
Year to 31 March
2025
£’000s
2024
£’000s
Cost of investments brought forward 425,879 491,177
Net unrealised profits brought forward 91,316 54,480
Valuation brought forward 517,195 545,657
Purchases at cost 128,373 80,163
Sales proceeds (121,475) (155,498)
(Losses)/gains on investments (28,939) 46,873
Valuation as at 31 March 495,154 517,195
Analysed as at 31 March
Cost of investments 440,754 425,879
Net unrealised gains on investments 54,400 91,316
Valuation 495,154 517,195
The Company received £121,475,000 (2024: £155,498,000) from investments sold in the year. The book cost of these investments
when they were purchased was £113,498,000 (2024: £145,461,000). These investments have been revalued over time and until they
were sold any unrealised gains/losses were included in the fair value of the investments.
6. Finance Costs
Year to 31 March
2025 2024
Revenue
£’000s
Capital
£’000s
Total
£’000s
Revenue
£’000s
Capital
£’000s
Total
£’000s
On loans and bank overdrafts 192 768 960 318 1,274 1,592
7. Taxation
(a) Analysis of charge in the year:
Year to 31 March 2025 2024
Tax on ordinary activities
Revenue
£’000s
Capital
£’000s
Total
£’000s
Revenue
£’000s
Capital
£’000s
Total
£’000s
UK corporation tax at 25.0% (2024: 25.0%) – – – – – –
Overseas tax suffered 1,834 – 1,834 1,958 – 1,958
Capital gains tax – 1,603 1,603 – 1,462 1,462
Deferred tax (see note 14) – (853) (853) – (102) (102)
Total tax charge for the year 1,834 750 2,584 1,958 1,360 3,318
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
2025 2024
Revenue
£’000s
Capital
£’000s
Total
£’000s
Revenue
£’000s
Capital
£’000s
Total
£’000s
Net profit/(loss) before taxation 20,557 (34,649) (14,092) 19,405 41,804 61,209
Corporation tax at 25.0% (2025: 25.0%) 5,139 (8,662) (3,523) 4,851 10,451 15,302
Effects of:
Non taxable dividend income (4,645) – (4,645) (4,561) – (4,561)
Non taxable capital returns – 7,399 7,399 – (11,862) (11,862)
Overseas tax suffered 1,834 – 1,834 1,958 – 1,958
Double taxation relief (494) 386 (108) (290) 222 (68)
Movement in tax losses that no deferred tax asset is
recognised on – 877 877 – 1,189 1,189
Capital gains tax – 750 750 – 1,360 1,360
Total tax charge for the year 1,834 750 2,584 1,958 1,360 3,318
As at 31 March 2024, the Company had net surplus management expenses of £31,217,000 (2024: £28,087,000) and a non-trade
loan relationship deficit of £299,000 (2024: £299,000), giving total unutilised tax losses of £31,516,000 (2024: £28,836,000). A
deferred tax asset has not been recognised in respect of these tax losses because the Company is not expected to generate
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 £7.9m as at 31 March 2025 (2024: £7.1m) based on
the corporation tax rate of 25% which took effect from 1 April 2023.
Notes to the Accounts (continued)
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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
2025
% of class of
instruments
held
2024
% of class of
instruments
held
Korean Internet Neutral Exchange Inc. South Korea Ordinary shares 6.2 5.3
Orizon Valorizacao De Residuos S.A. Brazil Ordinary shares 4.2 4.0
Petalite Limited ("Petalite") United Kingdom Ordinary shares 19.5 28.5*
Telelink Business Services Bulgaria Ordinary shares 13.9 13.9
Umeme Limited Uganda Ordinary shares 8.3 8.3
VietNam Holding Ltd Cayman Islands Ordinary shares 6.9 6.0
* Petalite was an Associated undertaking as at 31 March 2024.
Petalite
Pursuant to a loan agreement dated 24 October 2023 under which UEM agreed to loan monies to Petalite, the loan balance and
interest outstanding as at 31 March 2024 was £1,547,000. UEM advanced to Petalite £1,600,000 prior to the Series A fundraising
in the year. On 26 March 2025, Petalite received Series A funding of £10m, at £66 per share. Petalite made a loan repayment,
including interest, to UEM of £634,000 and converted the loan balance and outstanding interest of £2,875,000 into 43,553
preference shares. The warrants held at 31 March 2024 were cancelled as part of the Series A funding. Following the conversion
UEM held 19.5% (2024: 28.3%) of the shareholding in Petalite.
11. Other receivables
2025
£’000s
2024
£’000s
Accrued income 380 1,373
Sales for future settlement 369 4,563
Overseas tax recoverable 25 36
Other debtors and prepayments 234 106
1,008 6,078
12. Other payables
2025
£’000s
2024
£’000s
Interest payable 76 –
Other creditors and accruals 1,979 1,071
Purchases awaiting settlement – 3,502
2,055 4,573
Year to 31 March 2025 2024
(Losses)/gains on investments £'000 £'000
Net gain on investments sold 7,977 10,037
Other capital charges (68) (37)
Movement in unrealised (losses)/gains (36,916) 36,836
Total (losses)/gains on investments (29,007) 46,836
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 2025 and as at 31 March 2024.
Country of
registration and
incorporation
Number and class of
shares held
Holding
and
voting
rights
2025
Fair
value
£’000s
2024
Fair
value
£’000s
UEM (HK) Limited Hong Kong 1,000 ordinary shares 100 – –
Incorporated on 26 January 2017 and commenced trading on 18 July 2017 to carry on business as an investment company (see
note 24 for related party transactions). The registered office address is Unit 304-7, 3F, Laford Centre, Cheung Sha Wan, Kowloon,
Hong Kong.
Associated undertakings
Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following associated
undertakings as at 31 March 2025 are held as part of the investment portfolio and consequently are accounted for as
investments at fair value through profit and loss (2024: EBP Holdings Limited, East Balkan Properties plc, Petalite Limited and
Pitch Hero Holdings Limited):
EBP Holdings Limited
Pitch Hero
Holdings Limited
Country of incorporation Isle of Man United Kingdom
Country of listing Unlisted Unlisted
Country of operations Bulgaria & Romania United Kingdom
Number of ordinary shares held 731 62,874
Percentage of ordinary shares held 25.3% 36.7%
Registered address 55 Athol Street
Douglas
IM1 1LA
Isle of Man
Sterling House Capitol Park East
Tingley, Wakefield, West Yorkshire
WF3 1DR
United Kingdom
Transactions with associated undertaking were as follows:
EBP Holdings Limited ("EBP") and East Balkan Properties plc ("East Balkan")
There were no transactions during the year. East Balkan, a subsidiary of EBP, was dissolved in the year.
Pitch Hero Holdings Limited (“Pitch Hero”)
Pursuant to an extension and amendment (dated 24 August 2023) of a loan agreement dated 1 March 2021 under which UEM has
agreed to loan monies to Pitch Hero, as at 31 March 2025 the balance of the loan and interest outstanding was £695,000
(31 March 2024: £657,000). In the year Pitch Hero paid interest to UEM of £33,000. The loan bears interest at an annual rate of
10%. The final repayment date was extended to 25 February 2028 in the year.
Notes to the Accounts (continued)
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17. Merger reserve
2025
£’000s
2024
£’000s
Balance brought forward and carried forward 76,706 76,706
The surplus of the net assets of UEM Limited received from the issue of new ordinary shares over the nominal value of such
shares was credited to this account which is non-distributable. The nominal value of the shares issued is recognised in called up
share capital.
18. Capital redemption reserve
2025
£’000s
2024
£’000s
Balance brought forward 436 322
Purchased for cancellation by the Company (see note 16) 44 114
Balance as at 31 March 480 436
The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled. This is non-
distributable.
19. Special reserve
2025
£’000s
2024
£’000s
Balance brought forward 407,180 432,577
Purchased for cancellation by the Company (see note 16) (9,624) (25,397)
Balance as at 31 March 397,556 407,180
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
2025 2024
Realised
£’000s
Investment
holding
gains
£’000s
Total
£’000s
Realised
£’000s
Investment
holding
gains
£’000s
Total
£’000s
Realised gains on investments 7,977 – 7,977 10,037 – 10,037
Unrealised (losses)/gains on
investments – (36,916) (36,916) – 36,836 36,836
Foreign exchange (losses)/gains (590) – (590) 610 – 610
Finance costs charged to capital (768) – (768) (1,274) – (1,274)
Expenses charged to capital (4,284) – (4,284) (4,368) – (4,368)
Capital gains tax (750) – (750) (1,360) – (1,360)
Other capital charges (68) – (68) (37) – (37)
1,517 (36,916) (35,399) 3,608 36,836 40,444
Balance brought forward (64,713) 91,316 26,603 (68,321) 54,480 (13,841)
Balance as at 31 March (63,196) 54,400 (8,796) (64,713) 91,316 26,603
Included within the capital reserve movement for the year is £2,596,000 (2024: £nil) of dividend receipts recognised as capital in
nature, £281,000 (2024: £152,000) of transaction costs on purchases of investments and £191,000 (2024: £297,000) of transaction
costs on sales of investments.
13. Bank loans
2025
£’000s
2024
£’000s
EUR 15.0m repayable February 2026 12,553 –
GBP 5.0m repayable February 2026 5,000 –
17,553 –
On 30 August 2024, the Company entered into a secured multicurrency revolving credit facility of £50,000,000 with Barclays
Bank PLC expiring on 29 August 2025. Secured investments are held within a UEM segregated account at the Custodian. The
main covenants are: secured investments to have constituents of the FTSE All World index of at least 1.5 times greater than the
loans drawn; and the loans drawn to the secured investments to be a maximum of 50%. The terms of the loan facility, including
those related to accelerated repayment and costs of repayment, are typical of those normally found in facilities of this nature. The
Company has the option each quarter to request an extension to the expiry date of the facility subject to the commitment period
being no more than 365 days. In the year, the Company has extended the expiry date to 27 February 2026. Subsequent to the
year end, the Company requested an extension of the expiry date to 30 May 2026 which was agreed, effective on and from
27 May 2025. Commitment fees are charged on any undrawn amounts at commercial rates.
As at 31 March 2025 the value of the investments held within the segregated secured account was £143,024,000 (31 March 2024:
not applicable).
14. Provision for capital gains tax
2025
£’000s
2024
£’000s
Balance brought forward 1,518 1,620
Decrease in provision for Indian tax on capital gains (853) (102)
Balance as at 31 March 665 1,518
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
2025
£’000s Number
2024
£’000s
Issued, called up and fully paid
Ordinary shares of 1p each
Balance brought forward 190,842,503 1,909 202,212,256 2,023
Purchased for cancellation by the Company (4,347,112) (44) (11,369,753) (114)
Balance as at 31 March 186,495,391 1,865 190,842,503 1,909
During the year the Company bought back for cancellation 4,347,112 (2024: 11,369,753) ordinary shares at a total cost of
£9,624,000 (2024: £25,397,000). A further 1,665,000 ordinary shares have been purchased for cancellation at a total cost of
£3,857,000 since the year end to 11 June 2025 (the latest practicable date prior to finalising these Accounts).
Notes to the Accounts (continued)
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end, £nil (31 March 2024: £nil) remained outstanding to the Directors. In addition to their fees, the Directors received dividends totalling
£25,000 (31 March 2024: £33,000) during the year under review in respect of their shareholdings in the Company. There were no further
transactions with the Board during the year.
There were no transactions with ICM and ICMIM other than investment management, secretarial costs, research fees as set out in note
4 of £5,355,000 (31 March 2024: £5,460,000) and reimbursed expenses included within Other Expenses of £101,000 (31 March 2024:
£140,000). As at the period end £1,248,000 (31 March 2024: £376,000) remained outstanding in respect of management, company
secretarial and research fees.
Mr Jillings and Ms Broers received dividends totalling £49,000 (31 March 2024: £40,000) and £1,000 (31 March 2024: n/a) respectively, and
UIL Limited received dividends totalling £830,000 (31 March 2024: £1,310,000).
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 97.3% of the Company’s total
portfolio as at 31 March 2025. As part of this assessment the Board has considered a severe but plausible downside that reflects
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 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. 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 (2024: Brazilian Real, Euro, Hong
Kong Dollar, Indian Rupee, 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:
21. Revenue reserve
2025
£’000s
2024
£’000s
Balance brought forward 10,099 9,587
Revenue profit for the year 18,723 17,447
Dividend paid in the year (16,811) (16,935)
Balance as at 31 March 12,011 10,099
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 £479,822,000 (2024:
£522,933,000) and on 186,495,391 (2024:190,842,503) shares, being the number of shares in issue at the year end.
23. Reconciliation of liabilities arising from financing activities
2025
Balance as at
31 March 2024
£’000s
Transactions
in the year
£’000s
Net
cashflow
£’000s
Foreign
exchange
loss
£’000s
Non cash
flow - loan
facility cost
£’000s
Balance as at
31 March
2025
£’000s
Bank loans – – 16,611 705 237 17,553
Repurchase of shares
for cancellation – 9,624 (9,624) – – –
Dividends paid – 16,811 (16,811) – – –
Interest paid – 806 (806) – – –
– 27,241 (10,630) 705 237 17,553
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) –
24. Related party transactions
The following are considered related parties of the Company during the year: the subsidiary undertaking (UEM (HK) Limited), the
associates of the Company (EBP Holdings Limited, East Balkan Holdings Limited, Petalite Limited and Pitch Hero Holdings Limited), the
Board of UEM, ICM and ICMIM (the Company’s joint portfolio managers), Mr Saville, Mr Jillings and Ms Broers (key management persons of
ICMIM) and UIL Limited.
The following transactions were carried out during the year to 31 March 2025 between the Company and its related parties above:
As at 31 March 2024 the fair value of the loan held with UEM (HK) Limited was £4,711,000 and loan interest accrued was £43,000. In the
year, UEM (HK) Limited repaid £951,000 of capital and £269,000 loan interest was capitalised. As at 31 March 2025 the fair value of the
loan held with UEM (HK) Limited was £3,272,000 and loan interest accrued was £nil.
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 49 to 51, the Board received
aggregate remuneration of £198,000 (31 March 2024: £198,000) included within “other expenses” for services as Directors. As at the year
Notes to the Accounts (continued)
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2025 2024
Strengthening
of Sterling
BRL
£’000s
EUR
£’000s
HKD
£’000s
INR
£’000s
PHP
£’000s
USD
£’000s
BRL
£’000s
EUR
£’000s
HKD
£’000s
INR
£’000s
PHP
£’000s
USD
£’000s
Statement of Comprehensive Income return after tax
Revenue return (451) – (131) (307) (239) (77) (443) – (199) (403) (168) (5)
Capital return (10,812) (4,917) (5,411) (3,226) (5,191) (3,446) (14,009) (4,131) (4,683) (4,236) (3,926) (2,631)
Total return (11,263) (4,917) (5,542) (3,533) (5,430) (3,523) (14,452) (4,131) (4,882) (4,639) (4,094) (2,636)
NAV per share
Basic – pence (5.99) (2.61) (2.95) (1.88) (2.89) (1.87) (7.32) (2.09) (2.47) (2.35) (2.07) (1.33)
Interest rate exposure
2025 2024
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 3,933 – 3,933 5,751 – 5,751
Loans (17,553) – (17,553) – – –
(13,620) – (13,620) 5,751 – 5,751
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.
2025 2024
2% increase
in rate
£’000s
2% decrease
in rate
£’000s
2% increase
in rate
£’000s
2% decrease
in rate
£’000s
Revenue return 9 (9) 115 (115)
Capital return (281) 281 – –
Net assets (272) 272 115 (115)
Other market risk exposures
The portfolio of investments, valued at £495,154,000 as at 31 March 2025 (2024: £517,195,000) 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:
2025 2024
Increase
in value
Decrease in
value
Increase
in value
Decrease in
value
Statement of Comprehensive Income capital return £’000s 98,516 (98,516) 102,901 (102,901)
NAV per share
Basic – pence 52.82 (52.82) 53.92 (53.92)
2025 Average 2024
BRL Brazilian Real 7.4548 7.1604 6.3233
EUR Euro 1.1958 1.1883 1.1697
HKD Hong Kong Dollar 10.0649 9.9428 9.8868
INR Indian Rupee 110.5971 107.8686 105.3582
PHP Philippine Peso 74.0463 73.6944 71.0136
VND Vietnamese Dong 33,059.13 32,234.22 31,322.28
The Company’s assets and liabilities as at 31 March shown at fair value, by currency based on the country of primary exposure,
are shown below:
2025
BRL
£’000s
EUR
£’000s
HKD
£’000s
INR
£’000s
PHP
£’000s
VND
£’000s
Other
£’000s
Total
£’000s
Current assets – – 66 87 1,609 75 1,991 3,828
Creditors – (12,553) – (665) – – – (13,218)
Foreign currency exposure on
net monetary items – (12,553) 66 (578) 1,609 75 1,991 (9,390)
Investments 97,304 44,257 48,699 29,038 46,719 31,012 158,166 455,195
Total net foreign currency
exposure 97,304 31,704 48,765 28,460 48,328 31,087 160,157 445,805
Percentage of net exposures (%) 21.8 7.1 10.9 6.4 10.8 7.0 36.0 100.0
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
Based on the financial assets and liabilities held, and exchange rates applying, at the Statement of Financial Position date,
a weakening or strengthening of Sterling against each of these currencies by 10% (2024: 10%) would have had the following
approximate effect on annualised income after tax and on NAV per share:
2025 2024
Weakening of
Sterling
BRL
£’000s
EUR
£’000s
HKD
£’000s
INR
£’000s
PHP
£’000s
VND
£’000s
BRL
£’000s
EUR
£’000s
HKD
£’000s
INR
£’000s
PHP
£’000s
USD
£’000s
Statement of Comprehensive Income return after tax
Revenue return 451 – 131 307 239 77 443 – 199 403 168 5
Capital return 10,812 4,917 5,411 3,226 5,191 3,446 14,009 4,131 4,683 4,236 3,926 2,631
Total return 11,263 4,917 5,542 3,533 5,430 3,523 14,452 4,131 4,882 4,639 4,094 2,636
NAV per share
Basic – pence 5.99 2.61 2.95 1.88 2.89 1.87 7.32 2.09 2.47 2.35 2.07 1.33
Notes to the Accounts (continued)
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Unquoted investments are valued based on professional assumptions and advice that is not wholly supported by prices from
current market transactions or by observable market data. The Directors make use of recognised valuation techniques and may
take account of recent arms’ length transactions in the same or similar investments. The Directors regularly review the principles
applied by the Investment Managers to those valuations to ensure they comply with the Company’s accounting policies and with
fair value principles.
Level 3 financial instruments valuation methodology
The objective of using valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to
sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.
The Company uses proprietary valuation models, which are compliant with IPEV guidelines and IFRS 13 and which are usually
developed from recognised valuation techniques. Some or all of the significant inputs into these models may not be observable
in the market and are derived from market prices or rates or are estimated based on assumptions. Valuation models that employ
significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair
value. Management judgement and estimation are usually required for the 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 trade tariff uncertainty, geopolitical
tensions, 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.
As at 31 March 2025
Investment
Investment
type
Valuation
methodology
Risk
weighting
Sensitivity
+/-
Carrying
amount
£’000s
Sensitivity
£’000s
Petalite Equity
Last funding
round Medium 20% 3,583 717
UEM (HK) Limited Loan NAV Low 10% 3,272 327
EBP Equity
Fair value of
net assets Medium 20% 3,211 642
Other investments Equity Various Medium 20% 2,626 525
Other investments Loan
Discounted
cash flows Medium 20% 688 138
Total 13,380 2,349
(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 (68 valued at £481,774,000 as at 31 March 2025) and the existence of the Barclays Bank PLC loan facility
agreement expiring on 30 May 2026.
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 Company has a loan facility of £50.0m as set out in note 13. 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:
2025
Three
months
or less
£’000
More than three
months but less
than one year
£’000
More than
one year
£’000
Total
£’000
Creditors:
Bank loans and interest 76 18,374 – 18,450
Other payables 806 – – 806
882 18,374 – 19,256
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
(c) Credit risk and counterparty exposure
The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for
securities which the Company has delivered. The Board approves all counterparties used by the Company in such transactions, which
must be settled on the basis of delivery against payment (except where local market conditions do not permit). Broker counterparties
are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant
regulatory body. The rate of default in the past has been negligible. Cash and deposits are held with reputable banks with high quality
external credit ratings.
The Company has an on-going contract with its custodians for the provision of custody services. The contracts are reviewed regularly.
Details of securities held in custody on behalf of the Company are received and reconciled monthly. To the extent that the Investment
Managers and Waverton carry out duties (or cause similar duties to be carried out by third parties) on the Company’s behalf, the
Company is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings with the Investment
Managers.
None of the Company’s financial assets is past due or impaired.
(d) Fair value of financial assets and financial liabilities
The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the Statement of Financial Position at fair
value, or at a reasonable approximation thereof. Borrowings under the loan facility did not have a value materially different from
their capital repayment amounts. Borrowings in foreign currencies were converted into Sterling at exchange rates ruling at each
valuation date.
Notes to the Accounts (continued)
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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.
A reconciliation of fair value measurements in level 3 is set out in the following table:
2025
£’000
2024
£’000
Balance brought forward 23,114 58,693
Purchases 4,780 2,600
Sales (4,051) (9,435)
(Losses)/gains on investments sold in the year (26) 742
Losses on investments held at end of year (10,437) (29,486)
Balance as at 31 March 13,380 23,114
Analysed as at 31 March
Cost of investments 24,094 23,391
Losses on investments (10,714) (277)
Valuation 13,380 23,114
As at 31 March 2024
Investment
Investment
type
Valuation
methodology
Risk
weighting
Sensitivity
+/-
Carrying
amount
£’000s
Sensitivity
£’000s
Petalite Equity/Loan
Last funding
round High 70% 10,082 7,057
UEM (HK) Limited Loan NAV Low 10% 4,711 471
EBP Equity
Fair Value of net
assets Medium 20% 3,452 690
Other investments Equity Various Medium 20% 4,212 842
Other investments Loan
Discounted cash
flows Medium 20% 657 131
Total 23,114 9,191
(e) Capital Risk Management
The investment policy of the Company is stated as being to provide long term total return through a flexible investment policy
that permits it to make investments predominantly in infrastructure, utility and related sectors, mainly in emerging markets. The
capital of the Company comprises ordinary share capital and reserves equivalent to the net assets of the Company. In pursuing
the long term investment policy, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern.
It must therefore maintain an optimal capital structure through varying market conditions. This involves the ability to: issue and
buyback share capital within limits set by the shareholders in general meeting; borrow monies in the short and long term (up to a
limit of 25% of gross assets); and pay dividends to shareholders out of reserves. Changes to ordinary share capital are set out in
note 16. Dividend payments are set out in note 9. Loans are set out in note 13.
27. Fair Value Hierarchy
IFRS 13 ‘Financial Instruments: Disclosures’ require an entity to classify fair value measurements using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels:
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market
transactions in the same instrument or based on a valuation technique whose variables include only data from observable
markets. Quoted investments classified as level 2 holdings due to irregular trading are valued at fair value using the latest market
bid price.
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on
assumptions that are not supported by prices from observable market transactions in the same instrument and not based on
available observable market data.
The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as
follows:
As at 31 March 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments 472,111 9,663 13,380 495,154
During the year one holding with a value of £5.9m was transferred from level 1 to level 2 due to the investee company shares
trading irregularly in the year. The book cost and fair value were transferred using the 31 March 2024 balances.
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
Report and Accounts for the Year to 31 March 2025
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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, 16 September 2025 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 2025, together with the report of the auditor thereon.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Report for the year ended 31 March 2025.
4. To approve the Company’s dividend policy to pay four interim dividends per year.
5. To re-elect Mr Mark Bridgeman as a Director.
6. To re-elect Ms Isabel Liu as a Director.
7. To re-elect Mr Eric Stobart as a Director.
8. To re-elect Ms Nadya Wells as a Director.
9. To appoint BDO LLP as auditor to the Company to hold office 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 £184,000 (being approximately 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 2026 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 2026, 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 £184,000 (representing approximately 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
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:
2025 2024
Leverage exposure
Gross
method
Commitment
method
Gross
method
Commitment
method
Maximum permitted limit 300% 300% 300% 300%
Actual 104% 104% 100% 100%
The leverage limits are set by the AIFM and approved by the Board. The AIFM is also required to comply with the gearing
parameters set by the Board in relation to borrowings.
Securities Financing Transactions (“SFT”)
The Company has not, in the years to 31 March 2025 and 31 March 2024, participated in any: repurchase transactions; securities
lending or borrowing; buy-sell back transactions; margin lending transactions; or total return swap transactions (collectively
called SFT). As such, it has no disclosure to make in satisfaction of the UK version of the EU regulation 2015/2365 on transparency
of SFT which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Other Financial Information (Unaudited)
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Notice of Annual General Meeting (continued)
Notes:
1. A member entitled to attend and vote at the meeting
convened by the above Notice is entitled to appoint one
or more proxies to exercise all or any of the rights of the
member to attend, speak and vote in his/her place. A
proxy need not be a member of the Company. If a member
appoints more than one proxy to attend the meeting, each
proxy must be appointed to exercise the rights attached to
a different share or shares held by the member.
2. To appoint a proxy, you may use the form of proxy enclosed
with this annual report. To be valid, the form of proxy,
together with the power of attorney or other authority (if
any) under which it is signed or a notarial certified or office
copy of the same, must be completed and returned to the
office of the Company’s registrar in accordance with the
instructions printed thereon as soon as possible and in
any event by not later than 10:30 a.m. on 12 September
2025. Amended instructions must also be received by
the Company’s registrar by the deadline for receipt of
forms of proxy. Alternatively, you can vote or appoint a
proxy electronically by visiting www.investorcentre.co.uk/
eproxy. You will be asked to enter the Control Number, the
Shareholder Reference Number and PIN which are printed
on the form of proxy. The latest time for the submission of
proxy votes electronically is 10:30 a.m. on 12 September
2025. To appoint more than one proxy, an additional proxy
form(s) may be obtained by contacting the Registrar’s
helpline on +44 (0370) 707 1375 or you may photocopy
the form of proxy. Please indicate in the box next to the
proxy holder’s name the number of shares in relation to
which they are authorised to act as your proxy. Please
also indicate by marking the box provided if the proxy
instruction is one of multiple instructions being given. All
forms of proxy must be signed and should be returned
together in the same envelope.
3. Completion and return of the form of proxy will not prevent
you from attending the meeting and voting in person. If you
have appointed a proxy and attend the meeting in person,
your proxy appointment will be automatically terminated.
4. Any person receiving a copy of this Notice as a person
nominated by a member to enjoy information rights under
section 146 of the Companies Act 2006 (a “Nominated
Person”) should note that the provisions in Notes 1 and 2
above concerning the appointment of a proxy or proxies to
attend the meeting in place of a member, do not apply to a
Nominated Person as only ordinary shareholders have the
right to appoint a proxy. However, a Nominated Person may
have a right under an agreement between the Nominated
Person and the member by whom he or she was nominated
to be appointed, or to have someone else appointed, as
proxy for the meeting. If a Nominated Person has no such
proxy appointment right or does not wish to exercise it,
he/she may have a right under such agreement to give
instructions to the member as to the exercise of voting
rights at the meeting.
5. Nominated Persons should also remember that their
main point of contact in terms of their investment in
the Company remains the member who nominated the
Nominated Person to enjoy the information rights (or
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
10:30 a.m. on 12 September 2025. 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 12 September 2025.
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.
(c) shall be limited to the allotment of equity securities and/or the sale of equity securities held in treasury at a price
of not less than the net asset value per share as close as practicable to the relevant allotment or sale.
13. That, in substitution for the Company’s existing authority to make market purchases of ordinary shares of 1p in the
Company (“Shares”), the Company be and is hereby authorised in accordance with section 701 of the Companies Act
2006 (the “Act”) to make market purchases of Shares (within the meaning of section 693 of the Act), provided that:
(a) the maximum number of Shares hereby authorised to be purchased is 27,500,000 (being approximately 14.99%
of the Company’s issued ordinary share capital, excluding treasury shares of the Company, as at the date of this
Notice);
(b) the minimum price (exclusive of expenses) which may be paid for a Share shall be 1p being the nominal value per
share;
(c) the maximum price (exclusive of expenses) which may be paid for a Share shall be the higher of: (i) 5% above the
average of the market value of a Share for the five business days immediately preceding the date of purchase
as derived from the Daily Official List of the London Stock Exchange; and (ii) that stipulated by article 5(6) of the
UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse
(Amendment) (EU Exit) Regulations 2019; and
(d) unless renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General
Meeting of the Company to be held in 2026 save that the Company may, at any time prior to such expiry, enter
into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry
and the Company may purchase Shares pursuant to any such contract or contracts as if the authority conferred
hereby had not expired.
All Shares purchased pursuant to the above authority shall be either: (i) held, sold, transferred or otherwise dealt
with as treasury shares in accordance with the provisions of the Act; or (ii) cancelled immediately upon completion of
the purchase.
By order of the Board
ICM Investment Management Limited
Company Secretary
13 June 2025
Registered Office:
The Cottage, Ridge Court
The Ridge
Epsom, Surrey KT18 7EP
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91
Directors
Mark Bridgeman (Chairman)
Isabel Liu
Eric Stobart, FCA
Nadya Wells
Registered Office
The Cottage
Ridge Court
The Ridge
Epsom
Surrey KT18 7EP
Company Registration Number: 11102129
Legal Entity Identifier: 2138005TJMCWR2394O39
AIFM, Joint Portfolio Manager and
Company Secretary
ICM Investment Management Limited
PO Box 208
Epsom
Surrey KT18 7YF
Telephone +44 (0)1372 271486
Authorised and regulated in the UK by the Financial Conduct Authority
Joint Portfolio Manager
ICM Limited
34 Bermudiana Road
Hamilton HM 11
Bermuda
Administrator and custodian
JPMorgan Chase Bank N.A. – London Branch
25 Bank Street
Canary Wharf
London E14 5JP
Authorised and regulated in the UK by the Financial Conduct Authority
Depositary Services Provider
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
BDO LLP
55 Baker Street
London W1U 7EU
Member of the Institute of Chartered Accountants in England and Wales
Company Banker
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
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Telephone +44 (0370) 707 1375
Public Relations
Montfort Communications Limited
2nd Floor, Berkeley Square House
Berkeley Square
Mayfair
London W1J 6BD
Telephone + 44 (0)20 7887 6287
Company Information
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 11 June 2025 (being the last practicable date prior
to the publication of this Notice of Annual General
Meeting), the Company’s issued share capital consisted of
184,830,391 ordinary shares of 1p each, excluding shares
held in treasury. Each ordinary share carries the right to one
vote and therefore the total voting rights in the Company as
at the date of this Notice are 184,830,391.
15. Further information regarding the meeting which the
Company is required by section 311A of the Companies Act
2006 to publish on a website in advance of the meeting, can
be accessed at www.uemtrust.co.uk.
16. No service contracts exist between the Company and any
of the Directors, who hold office in accordance with letters
of appointment and the Articles of Association.
17. Copies of the letters of the appointment and deeds of
indemnity between the Company and the Directors, a
copy of the Articles of Association of the Company and
the register of the Directors’ holdings will be available for
inspection at the registered office of the Company during
usual business hours on any weekday (Saturdays, Sundays
and Bank Holidays excluded) until the date of the meeting
and also on the date of the meeting from 15 minutes prior
to commencement of the meeting until the conclusion
thereof.
18. Under sections 338 and 338A of the Companies Act 2006,
members meeting with the threshold requirements in
those sections have the right to require the Company: (i) to
give, to members of the Company entitled to receive notice
of the meeting, notice of a resolution which may properly be
moved and is intended to be moved at the meeting; and/or
(ii) to include in the business to be dealt with at the meeting
any matter (other than a proposed resolution) which may
be properly included in the business. A resolution may
properly be moved or a matter may properly be included in
the business unless:
(a) (in the case of a resolution only), it would, if passed, be
ineffective (whether by reason of inconsistency with any
enactment or the Company’s constitution or otherwise);
(b) it is defamatory of any person; or
(c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic
form, and must identify the resolution of which notice is
to be given or the matter to be included in the business,
must be authorised by the person or persons making it,
must be received by the Company not later than 4 August
2025 (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.
Notice of Annual General Meeting (continued)
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93
NAV/share price total return since inception – the return to shareholders calculated on a per share basis
by adding dividends paid and adjusting for the exercise of warrants and subscription shares to the increase or
decrease in the NAV/share price since inception. The dividends are assumed to have been re-invested in the form
of net assets on the date on which the dividends were paid. The adjustment for the exercise of warrants and
subscription shares is made on the date the warrants and subscription shares were exercised.
Total return since inception
NAV
31 March 2025
Share price
31 March 2025
NAV
31 March 2024
Share price
31 March 2024
NAV/share price 20 July 2005 (pence)
1
98.36 100.00 98.36 100.00
Total dividend, warrants and subscription shares
adjustment factor 2.01687 2.14402 1.94953 2.05750
NAV/share price at year end (pence) 257.28 216.00 274.01 221.00
Adjusted NAV/share price at year end (pence) 518.90 463.11 534.19 454.71
Total return (%) 427.6 363.1 443.1 354.7
1 Date of admission to trading on the Alternative Investment Market of UEM Limited.
Annual compound NAV total return since inception – the annual return to shareholders calculated on the
same basis as NAV total return, since inception.
Annual compound 31 March 2025 31 March 2024
Annual compound NAV total return since inception (%) 8.8 9.5
Ongoing charges – all operating costs expected to be regularly incurred and that are payable by the Company or
borne within underlying investee funds, expressed as a proportion of the average weekly net asset values of the
Company (valued in accordance with its accounting policies) over the reporting period. The costs of buying and
selling investments are excluded, as are interest costs, taxation, non-recurring costs and the costs of buying back or
issuing shares.
Ongoing charges calculation (excluding and including
performance fees) Page
31 March 2025
£’000s
31 March 2024
£’000s
Management and administration fees 64 5,665 5,813
Other expenses 64 1,710 1,911
Total expenses for ongoing charges calculation 7,375 7,724
Average net asset values of the Company 503,449 516,317
Ongoing Charges (%) 1.5 1.5
Gross assets – the value of the Group’s assets less liabilities excluding loans.
Page
31 March 2025
£’000s
31 March 2024
£’000s
Investments 66 495,154 517,195
Current assets 66 4,941 11,829
Current liabilities - Other payables 66 (2,055) (4,573)
Non-current liabilities - Provision for capital gains tax 66 (665) (1,518)
Gross assets 497,375 522,933
Alternative Performance Measures
The European Securities and Markets Authority defines an Alternative Performance Measure as being a financial
measure of historical or future financial performance, financial position or cash flows, other than a financial measure
defined or specified in the applicable financial reporting framework. The Company uses the following Alternative
Performance Measures:
Discount/Premium – if the share price is lower than the NAV per share, the shares are trading at a discount.
Shares trading at a price above NAV per share are said to be at a premium. As at 31 March 2025 the share price
was 216.00p (2024: 221.00p) and the NAV per share was 257.28p (2024: 274.01p), the discount was therefore 16.0%
(2024: 19.3%).
Gearing – represents the ratio of the borrowings less cash of the Company to its net assets.
Year to 31 March Page
2025
£’000s
2024
£’000s
Bank loans 66 17,553 –
Cash 66 (3,933) (5,751)
Total debt/(net cash) 13,620 (5,751)
Equity holders' funds 66 479,822 522,933
Gearing/(net cash) (%) 2.8 (1.1)
NAV/share price total return – the return to shareholders calculated on a per share basis by adding dividends paid
in the year to the increase or decrease in the NAV or share price in the year. The dividends are assumed to have
been re-invested in the form of net assets or shares, respectively, on the date on which the dividends were paid.
Year to 31 March 2025
Dividend rate
(pence)
NAV
(pence)
Share price
(pence)
31 March 2024 n/a 274.01 221.00
28 June 2024 2.150 271.53 221.00
27 September 2024 2.150 265.68 220.00
19 December 2024 2.325 255.84 209.00
28 March 2025 2.325 258.18 216.00
31 March 2025 n/a 257.28 216.00
Total return (%) (2.9) 1.8
Year to 31 March 2024
Dividend rate
(pence)
NAV
(pence)
Share price
(pence)
31 March 2023 n/a 250.91 217.00
23 June 2023 2.15 261.45 226.00
22 September 2023 2.15 266.05 225.00
15 December 2023 2.15 262.94 223.00
28 March 2024 2.15 274.01 221.00
31 March 2024 n/a 274.01 221.00
Total return (%) 12.8 5.8
94
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Utilico Emerging Markets Trust plc Report and Accounts for the Year to 31 March 2025
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95
Revenue yield – represents the ratio of total income in the year over the closing portfolio value.
Page
31 March 2025
£’000s
31 March 2024
£’000s
Income 64 23,840 23,079
Investments 66 495,154 517,195
Revenue yield (%) 4.8 4.5
Dividend yield – represents the ratio of dividends per ordinary share over closing ordinary share price.
Page
31 March 2025
£’000s
31 March 2024
£’000s
Dividends per ordinary share 5 9.125 8.600
Ordinary share price 5 216.00 221.00
Dividend yield (%) 4.2 3.9
Alternative Performance Measures (continued)
as at 31 March 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
NAV total return per ordinary
share
1
(annual) (%) (2.9) 12.8 2.1 14.9 30.2 (24.9) 3.5 6.6 26.2 1.7
Share price total return per
ordinary share
1
(annual) (%) 1.8 5.8 0.8 17.6 27.3 (23.2) 5.4 7.1 24.9 (1.8)
Annual compound NAV
total return
1
(since
inception) (%) 8.8 9.5 9.3 9.7 9.4 8.1 11.0 11.7 12.1 10.9
Undiluted NAV per ordinary
share
1
(pence) 257.28 274.01 250.91 254.22 228.54 181.84 249.84 247.22 251.72 206.45
Diluted NAV per ordinary
share (pence) 257.28
2
274.01
2
250.91
2
254.22
2
228.54
2
181.84
2
249.84
2
247.22
2
241.29 202.52
Ordinary share price (pence) 216.00 221.00 217.00 224.00 197.50 161.50 217.90 212.00 214.50 178.50
Discount
3
(%) (16.0) (19.3) (13.5) (11.9) (13.6) (11.2) (12.8) (14.2) (11.1) (11.9)
Earnings per ordinary
share (basic)
- Capital (pence) (18.81) 20.48 (6.61) 24.49 45.73 (68.29) (0.12) 4.66 44.46 (5.50)
- Revenue (pence) 9.95 8.83 9.40 8.17 8.13 7.88 7.47 9.27 7.80 8.23
Total (pence) (8.86) 29.31 2.79 32.66 53.86 (60.41) 7.35 13.93 52.26 2.73
Dividends per ordinary share
(pence) 9.125 8.600 8.450 8.000 7.775 7.575 7.200 7.000 6.650 6.400
Gross assets
1
(£m) 497.4 522.9 542.5 569.6 556.1 461.4 581.9 579.8 579.0 455.2
Equity holders’ funds (£m) 479.8 522.9 507.4 545.9 505.7 414.3 574.2 579.8 532.2 436.6
Ordinary shares bought
back (£m) 9.6 25.4 27.2 13.9 12.1 4.8 9.5 21.9 10.0 3.0
Net cash/(overdraft) (£m) 3.9 5.8 (1.0) 0.5 (3.2) 39.5 11.7 8.1 15.3 12.6
Bank loans (£m) (17.5) - (35.1) (23.7) (50.4) (47.1) (7.8) 0.0 (46.8) (18.7)
Net cash/(debt) (£m) (13.6) 5.8 (36.1) (23.2) (53.6) (7.6) 3.9 8.1 (31.5) (6.1)
Net cash/(gearing) on net
assets (%) (2.8) 1.1 (7.1) (4.3) (10.6) (1.8) 0.7 1.4 (5.9) (1.4)
Management and
administration fees and
other expenses
- excluding performance fee
4
(£m) 7.4 7.7 7.4 7.3 5.0 6.4 5.9 5.7 5.2 4.5
- including performance fee
4
(£m) 7.4 7.7 7.4 7.3 10.1 6.4 5.9 5.7 14.3 4.5
Ongoing charges figure
1
- excluding performance fee
4
(%) 1.5 1.5 1.4 1.4 1.1 1.1 1.0 1.0 1.1 1.1
- including performance fee
4
(%) 1.5 1.5 1.4 1.4 2.1 1.1 1.0 1.0 2.9 1.1
1 See Alternative Performance Measures on pages 92 to 94
2 There was no dilution
3 Based on diluted NAV
4 Investment Management Agreement was amended on 1 April 2021 and the performance fee discontinued
Historical Performance
UK Contact
PO Box 208
Epsom Surrey
KT18 7YF
Telephone: +44 (0)1372 271486
www.uemtrust.co.uk
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