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UPLE:  1,800   0 (0.00%)  10/09/2025 19:00

UNIVERSAL PARTNERS LIMITED - Summarised audited financial statements for the year ended 30 June 2025

Release Date: 10/09/2025 08:00
Code(s): UPL     PDF:  
Wrap Text
Summarised audited financial statements for the year ended 30 June 2025

UNIVERSAL PARTNERS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 138035 C1/GBL)
SEM share code: UPL.N0000
JSE share code: UPL
ISIN: MU0526N00007
("Universal Partners" or "UPL" or "the Company")

SUMMARISED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

                                                                                   Year ended                     Year ended
                                                                                  30 June 2025                  30 June 2024
 Net asset value per share ("NAV")                  GBP                                  1.176                         1.292
 Loss for the year                                  GBP                            (8 415 538)                     (278 836)
 Loss per share                                     pence                             (11.545)                       (0.383)
 Headline loss per share                            pence                             (11.545)                       (0.383)

Universal Partners has a primary listing on the Official Market of the Stock Exchange of Mauritius Ltd ("SEM") and a secondary
listing on the Alternative Exchange ("AltX") of the JSE Limited ("JSE").

PRINCIPAL ACTIVITY

The principal activity of the Company is to hold investments in high quality, growth businesses across Europe, with a focus on the
United Kingdom ("UK"). The Company's investment mandate also allows up to 20% of total funds at the time an investment is
made to be invested outside the UK and Europe.

BUSINESS REVIEW

Since its listing on the SEM and the JSE, the Company has worked closely with its investment advisor, Argo Investment Managers
("Argo"), to identify potential investments that meet its investment criteria.

The Company has made six investments since listing and successfully concluded two exits.

An update on investments held at the reporting date is presented below.

Workwell Group ("WW")
www.workwellsolutions.com

WW is a global leader in workforce management solutions, providing Employer of Record (EOR), Agency of Record (AOR), and
contingent workforce management services. With a 35-year history, Workwell supports over 2,000 B2B customers across 150
countries, leveraging technology to deliver efficient and compliant workforce solutions worldwide.

WW delivered a sound performance during the first 9 months of its financial year to June. While revenue was marginally below
budget, this was offset by overhead savings, resulting in EBITDA being substantially on budget. Historic trading patterns in the
various geographies continued during the quarter to June. The International division, comprising the US and Europe, experienced
double-digit revenue growth compared to the prior year. Approximately 60% of revenue and 70% of EBITDA are now generated
by WW's international operations. Revenue in the UK was largely flat compared to the prior year.

The UK recruitment sector continues to present a challenging environment, further impacted by increases in the National Minimum
Wage and employer National Insurance contributions that became effective on 1 April. On a positive note, the UK government
announced certain changes to regulations governing umbrella employment schemes in July, whereby the ultimate responsibility for
ensuring that PAYE deductions are remitted to HMRC is placed on recruitment agencies and end-hirers. These changes are expected
to benefit large, tech-enabled and compliant service providers such as WW and management is focusing on capturing the
opportunities that these changes will present.

Post the reporting period, on 27 August, WW announced that it had completed the acquisition of Oncore, a leading provider of
contingent workforce management solutions in Australia and the APAC region. This strategic move solidifies WW's global
footprint, providing customers with seamless EOR and AOR services across every continent. The acquisition unites Oncore's deep
regional expertise and 25-year legacy in Australia and New Zealand with WW's extensive global infrastructure and 35-year history
in the industry.

With the recent acquisitions of Eastridge and PGC in North America and other successful acquisitions in Europe, WW has built a
strong global presence. The acquisition of Oncore provides a critical stronghold in Australia and New Zealand, establishing Oncore
as WW's cornerstone in the region. This enables the group to offer companies the ability to hire through its services on every
continent, providing an enhanced global experience for its customers in North America and Europe.

Considering the successful integration of both PGC and Eastridge, as well as WW's expanded international footprint, the valuation
of this investment has been revised upwards from the prior year by c. £7.7m to £54.8m.

PortmanDentex ("PD")
https://www.portmandentex.com

PD is one of Europe's largest dental care platforms, with over 400 dental practices in the UK, Ireland, the Nordics, Benelux and
France. UPL became a minority shareholder in PD following the merger with Dentex in 2023.

With revenue remaining flat year-on-year, PD is projected to close the year to September with financial results that are marginally
behind budget.

Clinical hours worked and billed were lower primarily due to a delay in the recruitment and onboarding of new clinicians coupled
with subdued demand, likely influenced by broader macroeconomic conditions, which has also impacted the treatment mix.

PD has recently successfully recruited additional clinical staff and their increased hours are evident in the revenue for September.
This increased capacity should continue to improve in the coming months.

Paul Marshall officially assumed the role of CEO in July. He brings extensive experience from previous leadership positions as
Managing Director of Vets4Pets and the Specsavers Optical Group. His deep expertise in retail and healthcare has already begun to
infuse the growth strategy with fresh energy and insight.

While PD continues to evaluate potential acquisitions, management is maintaining a disciplined approach to ensure that any
acquisitions are value enhancing.

The valuation of the investment in PD has been left unchanged from the March reporting period.

SC Lowy Partners ("SC Lowy")
www.sclowy.com

SC Lowy is a leading investment management group focused on credit investing and lending in Asia, Europe and the Middle East.
The business comprises an asset management division that specialises in private credit, along with Solution Bank in Italy and Choeun
Savings Bank in South Korea.

Following the strong results for the prior year to 31 December 2024, SC Lowy has delivered results in line with expectations for the
first half of its current financial year. Fundraising in the Asset Management division remains a focus area, with more than $330m
committed to the Strategic Investments ("SI") Fund IV and a goal of achieving a final close of $500 million. The wind down of the
PI fund is progressing as planned, with over 30% of funds returned to date.

In the banking businesses, at the half year Solution Bank in Italy was marginally behind budgeted profitability for the period but
continues to perform well relative to its competition. Cheoun Savings Bank in South Korea experienced a small annual reduction in
its loan book, while profitability was in line with the prior year. Management is actively originating new loans and expects to grow
the loan book during the second half of the year.

UPL invested in SC Lowy in December 2017, as part of a consortium of investors. Given that we have held this investment for over
seven years and that there is no clear exit plan in the foreseeable future, we have engaged with management and the company
regarding a share buyback and the conversion of a portion of our investment into an interest-bearing debt instrument. While these
discussions are well advanced, they have not been finalised yet.

The value of our investment in SC Lowy has been adjusted in line with the expected outcome of these discussions.

Xcede Group (Formerly Techstream Group) ("Xcede")
www.xcede.com

Xcede is a global recruitment specialist operating in the UK, Europe and North America. It operates under two brands: Xcede and
EarthStream. Xcede provides recruitment services in the data, software, cloud infrastructure, and cyber security markets, while
EarthStream is a global energy recruitment specialist.

The tough conditions prevailing in the recruitment sector continued during the last quarter, resulting in profitability being below
budget for the quarter and year to date. In response to the market conditions, management has focused on simplifying the business,
reducing overheads and increasing the proportion of revenue derived from contractor placements. The team has made positive
progress on all these fronts, with contractor revenue now comprising 64% of revenue for the year to date. Progressive growth in
contractor volumes in future should increase this proportion. Revenue from permanent placements remains below budget, which is
likely to persist to the end of the financial year in December.

The valuation of the investment in Xcede has been left unchanged from the March reporting period at £900 001.

Propelair
www.propelair.com

Propelair has reinvented the toilet to deliver, through its unique IP and design, one of the most water efficient, economical and
hygienic systems available. The Propelair toilet utilises 1.5 litres of water per flush versus a traditional toilet that uses around 9 litres
of water per flush. In addition, it significantly reduces pathogen distribution and improves health and hygiene.

As previously reported, constructive progress is being made in the Middle East and South Africa. However, the Company is still
significantly behind its original business plan and, accordingly, we continue to value this investment at a nominal £1.

FINANCIAL REVIEW

During the year, the Company generated interest income of £287,073, largely from the loan advanced to Xcede, with the balance
earned on cash deposits. The Xcede interest was accrued prior to the impairment of the loan. Following the strategic restructuring
of Xcede's balance sheet via a debt-for-equity swap, the remaining loan balance was impaired, resulting in an impairment of
£11,356,570.

The Company recognised a fair value gain of £5,804,077 on investments measured at fair value through profit or loss. This reflected
both valuation adjustments to the underlying portfolio and the foreign currency translation of SC Lowy, which is denominated in
US Dollars.

The Company incurred interest of £306,869 during the year on the RMB term loan facility.

Management fees of £1,826,423 were accrued during the year in line with the investment management agreement between the
Company and Argo, while general and administrative expenses totalled £488,800. An additional accrual of £495,056 was recognised
for performance fees linked to the fair value gains. These fees, which are recalculated quarterly, only become payable to Argo if the
Company realises the expected profit on disposal of the investments. No performance fees are payable to Argo until a successful
exit of an investment has been achieved.

Short-form announcement

The summarised audited financial statements for the year ended 30 June 2025 ("summarised 2025 AFS") was published
on SENS on 10 September 2025, and can be found on the Company's website www.universalpartners.mu and can be
accessed using the following JSE link https://senspdf.jse.co.za/documents/2025/jse/isse/UPLE/FY25Result.pdf.

This announcement is the responsibility of the directors and is only a summary of the information in the summarised
2025 AFS and accordingly does not contain full or complete details. Any investment decisions by shareholders and/or
investors should be based on the summarised 2025 AFS released on SENS and published on the Company's website.
Nexia Baker & Arenson, the external auditors, have issued an unmodified audit opinion on the Company's audited
financial statements for the year ended 30 June 2025.

Copies of this report are available to the public, free of charge, at the registered office of the Company, c/o
Intercontinental Trust Limited, Level 3 Alexander House, 35 Cybercity, Ebene 72201, Mauritius.

Copies of the statement of direct or indirect interest of the Senior Officers of the Company pursuant to rule 8(2)(m) of
the Securities (Disclosure of Obligations of Reporting Issuers) Rules 2007 are available to the public upon request to
the Company Secretary at the Registered Office of the Company at c/o Intercontinental Trust Limited, Level 3 Alexander
House, 35 Cybercity, Ebene 72201, Mauritius. The Board of Universal Partners accepts full responsibility for the
accuracy of the information in this communique.

In line with the Company's investment strategy to maximise the value of the investments, dividends are not declared on
a regular basis. Accordingly, no dividend has been declared for the quarter under review. In line with the strategic
update, surplus cash flow from the sale of investments in future will be distributed to shareholders.

The Board of Universal Partners accepts full responsibility for the accuracy of the information contained in this
announcement.

By order of the Board
Mauritius – 10 September 2025

Company Secretary
Intercontinental Trust Limited

For further information please contact:
                                          SEM authorised representative
JSE sponsor                               and sponsor                            Company Secretary
Java Capital                              Perigeum Capital                       Intercontinental Trust 
Tel: +27(0)60 572 2299                    Tel: +230 402 0890                     Tel: +230 403 0800

Date: 10-09-2025 08:00:00
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