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 2022 Year ended Year ended 30 June 2022 30 June 2021 Net asset value per share (“NAV”)* GBP 1.438 1.453 Profit for the year GBP 13 977 271 25 897 867 Earnings per share pence 19.25 35.80 Headline earnings per share pence 19.25 35.80 * The NAV per share as at 30 June 2022 was GBP 1.438 (30 June 2021: GBP 1.453), post payment of the dividend of GBP 0.207 per share in November 2021 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”). 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. 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 the first exit in the financial year ended 30 June 2022. Subsequent to the financial year end, the Company exited its second investment after a successful sales process. On 23 August 2022, Dentex Healthcare Group Limited’s (“Dentex”) shareholders entered into definitive transaction agreements with Portman Dental Care (“Portman”) resulting in a merger of Dentex with Portman (the “Transaction”). The Transaction will result in the disposal of the Company’s entire shareholding in Dentex which will be settled through a combination of cash and shares in the merged business. The Transaction is subject to approval from the Competition and Markets Authority (“CMA”) in the UK. The expected timing of completion of the Transaction is during the first half of 2023. 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 dental practices in the UK. Dentex grew from 86 practices to 126 practices over the course of UPL’s financial year ended 30 June 2022 and completed the acquisition of its 134th practice in September 2022. Around 85% of Dentex’s revenue is generated from the private market, with the balance delivered from NHS services. As per the announcement released on 25 August 2022, Dentex’s shareholders have entered into definitive transaction agreements with Portman resulting in a merger of Dentex with Portman. Portman was founded in 2009 by the CEO Sam Waley Cohen and is the largest private dental consolidator in the UK and one of the largest in Europe, with operations in Ireland, the Nordics, Benelux and France. Core Equity Holdings acquired a majority interest in Portman in 2018 and has supported the growth of the business to over 200 practices, taking the best learnings from retail, healthcare and digital businesses to transform the offering to their clinicians, patients and colleagues. The merged entity will form the largest privately focused dental group in the UK and be one of Europe’s pre-eminent dental platforms, with operations currently in 5 European countries and plans to expand further in future. In combination, the multi award winning groups will operate over 350 practices, with more than 2,000 clinicians and more than 4,000 employees and provide dental care for over 1.5 million patients per year. In the short term, the Transaction will not have a material effect on the current valuation of Dentex as reflected in the Company’s financial statements. However, as the Transaction progresses to completion, an increase in the value of Dentex is likely. The price at which Dentex issues shares to dentists as part-payment for the purchase of their practices is currently GBP 2.40 per share. Accordingly, UPL has maintained the valuation of Dentex at GBP 2.40 per share, which equates to a book value of GBP 59.6m. Workwell (“WW”) formerly JSA Services Limited www.workwellsolutions.com Workwell 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. The quarter to June was a period of consolidation, with a continuation of the positive performance across payroll services, international and back-office outsourcing. The accounting services sector remains sluggish due to the lingering effects of IR35, although there are early signs of an increase in the number of joiners in this sector. While overheads remain well controlled, there are early signs of cost pressure as inflation continues to rise. WW met its performance and profitability targets for the quarter and for the nine months to June 2022. WW has an exciting pipeline of acquisitions, with Heads of Terms signed with four potential target companies. Due diligence exercises have commenced and are at varying stages of completion. SC Lowy Partners (“SC Lowy”) www.sclowy.com SC Lowy Partners is a specialist financial group covering high yield and distressed debt market-making and investment management, along with its Italian and South Korean banking subsidiaries. During the quarter to June 2022, its flagship Primary Investment Fund continued to be negatively impacted by exposure to Chinese debt securities. These positions have been reduced substantially and the fund returned to positive performance in July. The performance of the Strategic Investment (SI) Fund remains excellent, and fund raising for a second SI fund was completed during July, with the amount raised exceeding expectations. The company intends to launch a new European-focused fund towards the end of the year, depending on market conditions. The performance of the two banks, Cheoun Savings Bank in South Korea and Solution Bank in Italy, was in line with expectations. The banking entities continue to provide valuable insight and access to distressed debt opportunities for the larger SC Lowy group. 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 the data analytics, technology, cyber, digital, embedded software and energy sectors and assists clients with the placement of both permanent and contractor candidates. At a Net Fee Income (NFI) level, Xcede experienced a good quarter and half-year to June, with NFI for the half year ahead of budget. Unfortunately, the associated expenses were above budget, resulting in a lower-than-expected EBITDA for the half year. This, coupled with growth in the contractor side of the business, has resulted in cash flow pressures. We view these current cash flow pressures as temporary and the shareholders and debt providers remain supportive. A detailed review of the systems and controls in Xcede is underway, along with the implementation of a cost reduction programme. We expect the benefits of these steps to be visible during the coming months. In order to support the business, the shareholders have committed up to GBP 2.85 million worth of shareholder loan funding which will be provided as required over the coming months. As a result of the below budget performance, we have reviewed the valuation of Xcede which has resulted in a lower valuation than that previously recognised in the Company’s financial statements. 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 hygiene 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. Constructive progress has been made in this year, 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. As communicated in the previous quarter, Propelair concluded a successful capital raise whereby £3m of additional equity was invested to support continued investment in the product and the distribution network. Due to the significant underperformance to date, UPL decided not to participate in this capital raise. We continue to value this investment at a nominal £1. FINANCIAL REVIEW For the year under review, interest income of GBP 333,998 mainly comprised of interest earned from the loan to Xcede. Dividend income of GBP 624,657 relates to an accrual raised on the preferred shares subscribed for by Universal Partners in Xcede. The Company assesses the valuations of its investments on a bi-annual basis. During the year, the investments in Dentex and Workwell were increased by GBP 17,372,595 and GBP 2,293,372 respectively. As mentioned, the Company raised an impairment provision against its investment in Xcede of GBP 2,657,657 to reflect the current valuation. The Company’s investment in SC Lowy is reflected at its original cost, which is denominated in US Dollars (“USD”). During the year, the translation effect of exchange rate movements between the USD and the GBP resulted in a foreign exchange gain of GBP 1,505,124. Management fees accrued during the year amounted to GBP 2,048,849 incurred in terms of the investment management agreement between the Company and Argo. General and administrative expenses amounting to GBP 393,609 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. During the year under review, an additional performance fee accrual of GBP 2,626,924 was raised due to the increased valuations of Dentex and Workwell. The Company incurred interest of GBP 341,093 during the year on the RMB term loan facility. 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 September 2022, 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/2022/jse/isse/UPLE/FY22Result.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. A cash distribution of GBP 15 million (GBP 0.207 per share) in relation to the financial year ended 30 June 2021 was paid to shareholders on 29 November 2021. 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 year 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 September 2022 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