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”) SHORT FORM ANNOUNCEMENT: SUMMARISED UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER AND NINE MONTHS ENDED 31 MARCH 2023 Quarter Quarter Nine months Nine months ended ended ended ended Year ended 31 March 31 March 31 March 31 March 30 June 2023 2022 2023 2022 2022 Net asset value per share GBP 1.420 1.458 1.420 1.458 1.438 (“NAV”) (Loss) / Profit for the quarter GBP (720 072) 5 955 367 (1 311 252) 15 471 249 13 977 271 / period (Loss) / earnings per share pence (0.99) 8.18 (1.80) 21.32 19.25 Headline (loss) / earnings per pence (0.99) 8.18 (1.80) 21.32 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 focusing on acquiring predominantly private dental practices in the UK. As per the announcement released by UPL on 14 April 2023, Dentex concluded a merger with Portman Dental Care (“Portman”), with Portman acquiring 100% of the ordinary equity in Dentex for a combination of cash, loan notes and equity in the merged business. Universal Partners’ share of the consideration, net of transaction fees and costs, is £65.5m, payable as follows: − £30.3m cash; − £35.2m worth of shareholder loan notes and ordinary shares in Portman. The management teams of both companies are working on the integration of the merged business. In combination, the group will operate over 350 practices in the UK, with more than 2,000 clinicians and more than 4,000 employees. The group will provide dental care to over 1.5 million patients per year. The merger was completed after the quarter end, so there was no impact on the financial statements during the quarter under review. In compliance with the terms of the debt facility agreement with RMB, circa £19m of the cash proceeds received from the merger will be used to settle the facility in full. Discussions regarding a replacement facility are at an advanced stage. 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 at 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. This additional capital was raised to fund the purchase of two further bolt-on acquisitions – Whitefin (a fast-growing international contractor management group headquartered in Barcelona, acquired in December 2022) and TBOS (a specialist provider of outsourced middle and back-office services to recruitment businesses, acquired in February 2023). The process of integrating these acquisitions into the group is underway and is progressing according to plan. Despite a challenging operating environment, WW ended its second quarter to March on plan, with marginally lower net fee income largely offset by lower overhead expenses. The outlook for the second half of the financial year is positive, with WW forecasting to be substantially on plan for the year to September 2023. 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 two banks – Solution Bank in Italy and Choeun Savings Bank in South Korea. The quarter to 31 March 2023 saw continued improvement in the performance of the flagship Primary Investments (“PI”) fund, with a net positive return of 3.75% for the quarter. The performance of the two Strategic Investment funds continues to be very satisfactory. Rising interest rates create opportunities for specialist operators such as SC Lowy in the private debt space, so market conditions remain supportive. However, current levels of global uncertainty mean that fundraising continues to be challenging. Solution Bank in Italy and Cheoun Savings Bank in South Korea performed in line with expectations during the quarter. Overall, SC Lowy experienced a solid start to their new financial year with an increase in profits compared to the prior year. 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 delivers technology and energy talent solutions in permanent and contractor markets enabling companies to innovate and grow. As previously communicated, UPL committed to providing a further GBP 2.85 million of shareholder loan funding in September 2022, of which the final amount of GBP 425,000 was advanced during February 2023. The funds have been used to support the working capital of the business following significant growth in the contractor book. The quarter ended 31 March 2023 has been challenging on several fronts. Market conditions for recruiters are favourable in the energy sector, while in technology, roles are taking longer to fill but requirements for permanent and contractor staff remain strong. In line with the tougher trading conditions, Xcede has reduced its headcount and other operating costs, which will support profitability and cash generation in the future. The senior leadership team has been streamlined and strengthened by the addition of a new CFO, who has 20 years of experience in the recruitment sector. Clear objectives have been agreed upon with this team that will result in a simpler but improved business model. 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. Even though constructive progress has been made, particularly in relation to the sale of units in the Middle East and South Africa, they were slightly behind budget due to delayed installation dates. This is expected to be caught up later in the year. 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 of GBP 330,100 during the quarter mainly comprised of interest earned from the loan to Xcede. In addition to the interest earned from Xcede, UPL earned raising fees of GBP 8,500 for providing additional shareholder loans to Xcede during the quarter. Dividend income of GBP 169,637 relates to an accrual raised on the preferred shares subscribed for by Universal Partners in Xcede. The board of directors of UPL (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 169,637 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 293,555. Management fees for the quarter amounted to GBP 591,678 incurred in terms of the investment management agreement between the Company and Argo. General and administrative expenses amounting to GBP 119,505 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 380,973. The Company drew down an additional GBP 425,000 from the Rand Merchant Bank (Mauritius) facility during the quarter to advance an additional loan to Xcede. Interest accrued on the facility for the quarter was GBP 406,598. On 23 March 2023, the Company received GBP 3.98 million from YASA Limited (“YASA”), being the next instalment of the deferred proceeds from the sale of YASA, which was concluded in August 2021. The balance of the proceeds of GBP 2.4 million, reflected under Receivables, will be paid over a period of four years, to be released according to a pre-agreed schedule. DIVIDEND The Board is pleased to announce that a dividend of 10 GBP pence per share was approved at the board meeting held on 9 May 2023. Further information regarding the proposed dividend will be announced by the Company in due course. 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 10 May 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/Q323Result.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. 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 May 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