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”, “UPL” or “the Company”)


SHORT FORM ANNOUNCEMENT: SUMMARISED UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER AND SIX MONTHS
ENDED 31 DECEMBER 2022

                                                  Quarter        Six months           Quarter        Six months
                                                   ended              ended            ended              ended      Year ended
                                             31 December       31 December       31 December       31 December          30 June
                                                    2022               2022             2021               2021            2022
 Net asset value per share         GBP              1.429              1.429            1.376              1.376           1.438
 (“NAV”)
 Profit / (loss) for the quarter   GBP         (1 637 463)         (591 180)         9 801 045        9 515 883      13 977 271
 / year
 Earnings / (loss) per share       pence             (2.25)            (0.81)            13.51             13.13           19.25
 Headline earnings / (loss) per    pence             (2.25)            (0.81)            13.51             13.13           19.25
 share

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 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 in 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.

The Company’s primary objective is to achieve strong capital appreciation in Pounds Sterling (“GBP”) over the medium to long-
term by investing in businesses that meet the investment criteria set out in the Company’s investment policy.

In its ordinary course of business, the Company continually assesses various opportunities for new acquisitions as well as disposals
of assets in its portfolio.

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.

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

Dentex Healthcare Group Limited (“Dentex”)
www.dentexhealth.co.uk

Dentex is a dental consolidation group that focuses on acquiring dental practices in the UK. Dentex has grown from 3 practices
when UPL first invested to 154 practices in January 2023.

As per the announcement released on 25 August 2022, Dentex’s shareholders have entered into definitive transaction agreements
with Portman Dental Care (“Portman”), resulting in the merger of Dentex with Portman (the “Transaction”).

The only condition precedent outstanding is Competition and Markets Authority’s (“CMA”) approval in the UK. The CMA
announced its Phase 1 decision on 3 February 2023, confirming, as expected, that there are no competition concerns at a national
level but that there is a realistic prospect of a substantial lessening of competition in certain local areas. Dentex and Portman
waived their right to certain procedural steps, including a case review and requested that the CMA proceed directly to a
consideration of undertakings in lieu of a reference to an in-depth investigation (i.e. remedies). The CMA accepted this request.
Portman and Dentex will propose remedies, specifically the disposal of certain practices in the areas where the CMA has concerns,
that might be acceptable to the CMA. The CMA process is therefore progressing in line with our expectations, and the parties
remain on track to complete the Transaction during the quarter ending 30 June 2023.
Consistent with the last quarter, in the short term, the Transaction will not have a material effect on the current valuation of
Dentex as reflected in the Company’s accounts. However, as the Transaction progresses to completion, an increase in the value
of Dentex is likely.

UPL has maintained the valuation of Dentex at GBP 2.40 per share, which equates to a fair value of GBP 59.6 million.

Workwell (formerly JSA Services Limited) (“WW”)
www.workwellsolutions.com

WW is one of the fastest-growing contractor accountancy and payroll solutions companies in the UK. Their services are designed
to meet the unique needs of contractors and freelancers, from one-person businesses to large employment agencies. They also
create bespoke solutions for temporary labour supply chains, helping their clients navigate the complexities of contractor payroll
and compliance.

In December 2022 and January 2023, UPL and certain other shareholders of WW subscribed for GBP 9 million worth of convertible
loan notes (“CLN”) in WW. UPL invested GBP 5 million in the capital raise. The CLNs are convertible into equity at UPL’s election,
any time before 30 June 2023. The strike price for the conversion into equity is at a 13% premium to UPL’s current carrying value
of WW.

WW raised capital to fund the purchase of two additional bolt-on acquisitions. WW has now acquired 11 businesses since UPL
invested in May 2018.

Whitefin Group (“WhiteFin”), a fast-growing international contractor management group headquartered in Barcelona, was
acquired in December 2022. This acquisition reaffirms WW’s ambition to become a leading force in international contractor
management, supporting customers in the deployment of temporary and permanent workforces globally. WhiteFin has
established an excellent track record of managing the engagement, taxation and compliance of contract projects, both small and
large, across a wide range of EU/EFTA member states, helping their clients navigate and deploy human resources in the most
complex of tax jurisdictions, across a wide range of sectors.

This was followed by the acquisition of TBOS in February 2023. TBOS specialises in the provision of outsourced middle and back-
office services to recruitment businesses in a similar way to WW’s existing outsourcing operations. This acquisition brings further
scale to this part of the business, adding a further 130 agency relationships.

Despite a difficult operating environment, WW ended its first quarter to December marginally ahead of its budget and the business
is well positioned to continue this performance as it enters the 2023 calendar year.

The valuation of WW is unchanged at GBP 32.3 million and the CLN is stated at its cost of GBP 5 million.

SC Lowy Partners (“SC Lowy”)
www.sclowy.com

SC Lowy is a specialist financial group covering high-yield and distressed debt market-making and investment management.
SC Lowy also owns 2 banks – Solution Bank in Italy and Choeun Savings Bank in South Korea.

The quarter to 31 December 2022 saw a marked improvement in the performance of the flagship Primary Investments (“PI”) fund,
with a net positive return of 2.6% for the quarter. The PI fund delivered a total return of -2% for the 12 months to end
December 2022, its first ever year of negative performance since inception 12 years ago. While this is a somewhat disappointing
result, the fund outperformed most of its peers and its benchmark. The PI fund has had a strong start to 2023 and market
conditions are looking promising. The Strategic Investment (“SI”) funds continued to perform well, with SI Fund 1 delivering its
10th exit and achieving a gross IRR over 20% thus far, while SI Fund 2 has achieved 3 exits and is on track to be fully deployed by
June 2023. Management’s intention is to launch a new European-focused fund later in the year.

Despite difficult macro-economic conditions in South Korea, Cheoun Savings Bank performed in line with expectations. In Italy,
Solution Bank has continued with its impressive turnaround and is well positioned to benefit from increased net interest margin
as interest rates rise across the Eurozone.

Xcede Group (Formerly Techstream Group) (“Xcede”)
www.xcede.com

Xcede is a global recruitment specialist operating across the UK, Europe, North America, Africa and Asia. It specialises in sectors
like data analytics, technology, cyber security, digital, embedded software and energy and assists clients with the placement of
both permanent and contractor candidates.
As previously communicated, UPL committed to providing a further GBP 2.85 million of shareholder loan funding in
September 2022. GBP 1.375 million was advanced during September, and an additional GBP 1.05 million was advanced during the
last quarter ended December 2022. UPL expects to advance the remaining GBP 425,000 commitment during February 2023. The
funds have been used to support the working capital in the business following significant growth in the contractor book.

Despite recessionary conditions in the UK, net fee income and trading margins continue to hold up well, but constant vigilance of
these areas is being exercised. In line with the tougher trading conditions, Xcede reduced its headcount and other operating costs
during the quarter, which will support profitability and cash generation in future.

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, through its vacuum system, it significantly reduces pathogen distribution and improves
health and hygiene.

As previously reported, constructive progress has been made, particularly in relation to the sale of units in the Middle East and
South Africa, where they have traded ahead of budget. However, the company is still significantly behind its original business plan
and, accordingly, we continue to value this investment at a nominal GBP 1.

FINANCIAL REVIEW

Interest income during the quarter of GBP 274,877 mainly comprised of interest earned from the loan to Xcede.

In addition to the interest earned from Xcede, UPL earned raising fees of GBP 21,000 for providing additional shareholder loans
to Xcede during the quarter.

Dividend income of GBP 169,642 relates to an accrual raised on the preferred shares subscribed for by Universal Partners in Xcede.

The Board is of the opinion that, at the end of the quarter under review, the valuation of Xcede should remain unchanged.
Accordingly, an amount equal to the dividend accrual of GBP 169,642 has been provided for during the quarter.

The Company’s investment in SC Lowy is reflected at its original cost and is denominated in US Dollars (“USD”). During the quarter,
the translation effect of exchange rate movements between the USD and the GBP resulted in a foreign exchange loss of GBP
1,284,471.

Management fees for the quarter amounted to GBP 584,577 incurred in terms of the investment management agreement
between the Company and Argo. General and administrative expenses amounting to GBP 134,078 were incurred. The accrual for
performance fees is calculated on the revaluation of the Company’s investments. 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. These fees are paid as and when each investment
is exited. During the quarter under review, there was a partial reversal of the accrual previously recognised, which had a positive
impact on the income statement of GBP 362,670.

The Company drew down an additional GBP 5.55 million from the Rand Merchant Bank (Mauritius) facility during the quarter in
order to subscribe for the CLNs in WW and advance the Xcede loans. Interest accrued on the facility for the quarter was
GBP 264,585.

Short-form announcement

This short-form announcement is the responsibility of the directors and is only a summary of the information in the full
announcement and accordingly does not contain full or complete details. The full announcement was published on SENS on
15 February 2023, 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/2023/jse/isse/UPLE/HY23Result.pdf.

Any investment decisions by shareholders and/or investors should be based on the full announcement released on SENS and
published on the Company’s website.

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 achieve long-term growth in NAV, dividends are not declared on a regular basis.
Accordingly, no dividend has been declared for the period under review.

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

By order of the Board
Mauritius – 15 February 2023

Company Secretary
Intercontinental Trust Limited

For further information please contact:

                                                 SEM authorised representative
    JSE sponsor                                                                                   Company Secretary
                                                         and sponsor




     Tel: +27 11 722 3050                        Tel: +230 402 0890                                Tel: +230 403 0800