Annual Financial Report

Date: 29 September 2025

Contact: Charles Jillings

ICM Investment Management Limited

01372 271 486

UIL LIMITED

ANNUAL FINANCIAL REPORT

for the year to 30 June 2025

UIL Limited ("UIL" or the "Company") today announced its audited financial results for the year to 30 June 2025.

FINANCIAL HIGHLIGHTS

· Revenue earnings per ordinary share of 11.91p (2024: 10.15p)

· Dividends per ordinary share of 8.00p (2024: 8.00p)

· Net asset value ("NAV") total return per ordinary share* of 14.7% (2024: -15.3%)

· Share price total return per ordinary share* of 22.5% (2024: -24.8%)

· NAV discount* as at 30 June 2025 of 34.2% (2024: 36.9%)

· Gearing* 48.5% (2024: 73.6%)

*See Alternate Performance Measures on pages 101 to 103 of the Report and Accounts

Extract from the Chairman Statement:

"FUTURE OF THE COMPANY

In the report and accounts for the year to 30 June 2024, we set out the intention to take UIL private following the redemption of the 2028 ZDP shares. The proposals, drawn up by both the Investment Managers and the majority shareholder, were fully supported by the Board.

For clarity, I have set out the six steps to the way forward:

1. Simplify the Group's structure;

2. Pay a quarterly dividend of 2.00p per ordinary share, in the absence of unforeseen circumstances;

3. Buy ordinary and ZDP shares in the market, subject to cash resources;

4. Each year, provide through a cost effective mechanism, the opportunity for minority shareholders to exit a significant proportion of their shares at a discount to NAV of approximately 20%, starting in the second half of 2025;

5. Redeem the outstanding ZDP issues; and

6. Following the 2028 ZDP redemption, provide an opportunity for the UIL minority shareholders to exit at a share price close to the NAV at that time and take UIL private.

During the year to 30 June 2025, UIL increased its holding in Zeta Resources Limited ("Zeta Resources") from 59.7% to 100.0%, thereby simplifying the structure. This was achieved by UIL acquiring the Zeta Resources shares held by General Provincial Life Pension Fund ("GPLPF") at NAV, by transferring UIL's investment in Allectus Capital to GPLPF at its most recent valuation and issuing new UIL ordinary shares at NAV. As a result, UIL held over 95% of Zeta Resources and gave notice to acquire the remaining Zeta Resources shares by compulsory acquisition at NAV.

LIQUIDITY FOR SHAREHOLDERS

In last year's annual report and accounts we stated that, starting in the second half of 2025, UIL would provide an annual opportunity for minority shareholders to exit a significant proportion of their shares at a discount to NAV of approximately 20%. To that end, following the AGM, UIL intends to make available in 2025 a facility of £4.0m in aggregate to purchase shares in the market at a 20% discount to the most recently announced daily NAV. Shore Capital, UIL's broker, will manage demand and allocations on a daily basis. In order to enable shares to be bought back in the market at a price equal to a discount to NAV of approximately 20%, the Company will seek shareholder approval at the AGM specifically for this buyback authority in addition to the Company's annual general authority to repurchase shares. As such, the proposed share buyback is conditional upon that resolution being passed. It is expected that a similar cost effective mechanism will operate in 2026 and 2027 to provide liquidity for minority shareholders in advance of the proposal to take UIL private at a share price close to NAV at that time following the redemption of the 2028 ZDP shares."

The Report & Accounts for the year ended 30 June 2025 will be posted to shareholders in early October 2025. A copy will shortly be available to view and download from the Company's website at www.uil.limited and the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Please click on the following link to view the document: http://www.rns-pdf.londonstockexchange.com/rns/3067B_1-2025-9-29.pdf

GROUP PERFORMANCE SUMMARY

(1) See Alternate Performance Measures on pages 101 to 103 of the Report and Accounts

(2) All performance data relating to periods prior to 20 June 2007 are in respect of Utilico Investment Trust plc, UIL's predecessor.

(3) The third and fourth quarterly dividend of 2.00p has not been included as a liability in the accounts

CHAIRMAN'S STATEMENT

It is pleasing to report UIL's NAV total return for the year to 30 June 2025 was 14.7%, a significant improvement on the result for the year ended 30 June 2024. This achievement is particularly noteworthy given the ongoing economic and, more specifically, geopolitical challenges during this period. UIL's NAV performance for the period is ahead of the wider markets, with the FTSE All Share total return Index up by 11.2%. UIL's annual compound NAV total return since inception in 2003 strengthened over the year to 6.9%.

Since inception in August 2003, UIL has distributed £106.7m in dividends, invested £37.4m in ordinary share buybacks and made net gains of £204.9m for a total return of 331.8% (adjusted for the exercise of warrants and convertibles).

FUTURE OF THE COMPANY

In the report and accounts for the year to 30 June 2024, we set out the intention to take UIL private following the redemption of the 2028 ZDP shares. The proposals, drawn up by both the Investment Managers and the majority shareholder, were fully supported by the Board.

For clarity, I have set out the six steps to the way forward:

1. Simplify the Group's structure;

2. Pay a quarterly dividend of 2.00p per ordinary share, in the absence of unforeseen circumstances;

3. Buy ordinary and ZDP shares in the market, subject to cash resources;

4. Each year, provide through a cost effective mechanism, the opportunity for minority shareholders to exit a significant proportion of their shares at a discount to NAV of approximately 20%, starting in the second half of 2025;

5. Redeem the outstanding ZDP issues; and

6. Following the 2028 ZDP redemption, provide an opportunity for the UIL minority shareholders to exit at a share price close to the NAV at that time and take UIL private.

During the year to 30 June 2025, UIL increased its holding in Zeta Resources Limited ("Zeta Resources") from 59.7% to 100.0%, thereby simplifying the structure. This was achieved by UIL acquiring the Zeta Resources shares held by General Provincial Life Pension Fund ("GPLPF") at NAV, by transferring UIL's investment in Allectus Capital to GPLPF at its most recent valuation and issuing new UIL ordinary shares at NAV. As a result, UIL held over 95% of Zeta Resources and gave notice to acquire the remaining Zeta Resources shares by compulsory acquisition at NAV.

UIL declared four quarterly dividends of 2.00p per ordinary share in respect of the year to 30 June 2025, of which three have already been paid. The Board has declared an unchanged fourth quarterly dividend of 2.00p per ordinary share in respect of the year ended 30 June 2025 which is payable on 24 October 2025 to shareholders on the register on 3 October 2025. UIL expects to continue to meet the 2.00p per ordinary share for each quarter in the absence of unforeseen circumstances.

UIL bought back 0.5m ordinary shares in the market at an average price of 111.67p during the year to 30 June 2025.

UIL redeemed the 2024 ZDP shares at a cost of £41.5m on 31 October 2024 and two ZDP issues remain to be redeemed in 2026 and 2028. A substantial benefit of the steps taken so far is to see the ZDP shares reduced by around a third following the redemption of the 2024 ZDP shares. Net assets increased by £29.1m to £166.6m, through the successful return delivered and the issue of new UIL ordinary shares. This resulted in gearing reducing sharply from 73.6% to 48.5% over the year.

LIQUIDITY FOR SHAREHOLDERS

In last year's annual report and accounts we stated that, starting in the second half of 2025, UIL would provide an annual opportunity for minority shareholders to exit a significant proportion of their shares at a discount to NAV of approximately 20%. To that end, following the AGM, UIL intends to make available in 2025 a facility of £4.0m in aggregate to purchase shares in the market at a 20% discount to the most recently announced daily NAV. Shore Capital, UIL's broker, will manage demand and allocations on a daily basis. In order to enable shares to be bought back in the market at a price equal to a discount to NAV of approximately 20%, the Company will seek shareholder approval at the AGM specifically for this buyback authority in addition to the Company's annual general authority to repurchase shares. As such, the proposed share buyback is conditional upon that resolution being passed. It is expected that a similar cost effective mechanism will operate in 2026 and 2027 to provide liquidity for minority shareholders in advance of the proposal to take UIL private at a share price close to NAV at that time following the redemption of the 2028 ZDP shares.

ORDINARY SHARES

Although the investment company sector in the UK is currently trading at historically high discounts, the Board is still disappointed to see UIL's ordinary share discount to NAV of 34.2% as at 30 June 2025. The Board believes that the steps put in place to privatise UIL, following the redemption of the 2028 ZDP shares will lead to the discount narrowing over time. Although a step up in buybacks has not seen a real change in discounts, the consolation to existing shareholders is that any buybacks at these large discounts to NAV are NAV accretive.

ZDP SHARES

As a result of the actions taken in the year the profile of the two outstanding ZDP shares has improved. Significantly, the 2026 ZDP shares cover ratio has risen from 2.96 times to 4.40 times, and the cover on the 2028 ZDP shares rose from 2.02 times to 2.64 times. This has contributed to confidence in these two issues and their share prices, which rose by 15.1% for the 2026 ZDP shares and 20.4% for the 2028 ZDP shares. While both classes of ZDP shares trade at below their accrued capital entitlement, this will likely reflect the elevated gilt rates available in the market. The outstanding ZDP share classes amounted to £62.2m as at 30 June 2025 (30 June 2024: £99.8m).

PORTFOLIO UPDATE

The Investment Managers have taken active steps to accelerate realisations within the Zeta Resources portfolio. Notably, in October 2024 the sale and completion of Koumbia Bauxite Investments Ltd ("KBI") took place. KBI, an unlisted investment, agreed to terminate its commercialisation deed with Alliance Mining Commodities Ltd ("AMC"), the 90% owner of the Koumbia bauxite project located in Guinea. This termination was facilitated by a cash payment of USD 41.0m from the 100% owner of AMC.

The decision taken to develop the Kumarina Resources Pty Limited ("Kumarina") gold opportunity in Western Australia has proved correct and timely. This initially heightened the need for working capital cash funding to support the start up of mining activity at Kumarina. However, this has been a profitable project with gains of 131.0% in Kumarina's valuation in the year to 30 June 2025. The payback has been under six months and while UIL borrowed surplus cash from the wider group to fund the gold development start up, these loans have already been repaid.

It is worth drawing attention to the underlying investments in both gold and quantum computing. The two significant gold holdings are Horizon Gold Limited ("Horizon Gold") and Kumarina. Kumarina has successfully commenced open pit mining and processing through a local mill that had availability. This has been cashflow negative for much of the first six months of this calendar year, but it has continued to generate funds and is now firmly cash positive and profitable as of today. Horizon Gold is a more significant opportunity, having reserves of over 2.1m ounces. Since our year end, Horizon Gold has raised funds to both complete its feasibility study and commence additional exploration drilling to enhance the opportunity, and we continue to be excited about this investment as the gold price remains elevated.

Allectus Quantum's sole investment is Diraq, a world leader in quantum computing using silicon dots. It continues to progress a strong technical roadmap and raise external capital to support its development. Along the way it has entered into industry partnerships with world class organisations focused on delivering on quantum computing's economic promise, including Nvidia and Imec.

FUNDING

Funding for the redemption of the 2024 ZDP shares largely came from the sale proceeds of the KBI investment. In addition, Somers generated funds through significant portfolio realisations and thereby provided further liquidity to UIL.

REVENUE, EARNINGS AND DIVIDENDS

It is pleasing to see the strong revenue generated in the year to 30 June 2025 resulting in record earnings and earnings per share ("EPS") in the year of 11.91p, up 17.3% from the prior year.

As referred to above, the total dividends paid and declared in respect of the year to 30 June 2025 amounts to 8.00p and is in line with the Board's guidance to shareholders.

BOARD

As announced in UIL's half year report, Alison Hill will not be seeking re-election at the forthcoming AGM and will be stepping down from the Board following the conclusion of the meeting. Alison has served nine years as a Director and on behalf of the Board I would like to thank Alison for her significant contributions, insight and challenge over that time, and wish her well. In light of the proposals to privatise the Company after the redemption of the 2028 ZDP shares, it is not intended to seek a replacement and UIL will use the opportunity to minimise costs and continue with a Board of three Directors.

OUTLOOK

As we predicted last year real global fault lines are emerging. These are concerning as they go to the heart of the values of our society and our relationships with each other. By their very nature they create instability. This is resulting in high volatility at a time of high uncertainty. UIL's portfolio is eclectic but likely to stand in good stead as pressures mount. The team is focused on high conviction investments and the opportunities they offer the Company.

Stuart Bridges Chairman

29 September 2025

INVESTMENT MANAGERS' REPORT

UIL recorded a profit for the year to 30 June 2025 of £20.9m, resulting in NAV per share improving to 179.41p, and after adding back dividends the total return for the year was 14.7%.

For the year under review there have been four significant events. First, the privatisation of Zeta Resources by UIL, which was part funded by the issuance of ordinary shares to GPLPF at NAV, thereby, increasing UIL's asset base, without diluting the NAV to ordinary shareholders.

Second, was the pleasing realisation of KBI, an unlisted pre-production bauxite asset in West Africa, for cash consideration of USD 41.0m. This markedly de-risked Zeta Resources' portfolio, while funding a significant part of the 2024 ZDP shares redemption.

Third, the redemption of UIL's 2024 ZDP shares of £41.5m on 31 October 2024 which relieved the pressure on further portfolio realisations in these difficult markets.

Fourth, the funding of Kumarina's gold mining development has required UIL to source working capital funding for this.

The net effect of all of these events was that net assets increased and debt fell significantly, leading to lower gearing, which is an excellent outcome.

PORTFOLIO

Set out on pages 19 to 24 are details of UIL's ten largest holdings on a look through basis together with an overview of the key developments in relation to each investment during the year. There was significant activity over the year including, as referred to above, the acquisition of the remaining minority interests in Zeta Resources, a substantial realisation in Zeta Resources' portfolio, generating proceeds of USD 41.0m and enabling Zeta Resources to repay UIL's loans and fund a dividend distribution to UIL. In addition, ongoing realisations by Somers contributed to repaying its outstanding loans to UIL.

As at 30 June 2025 Somers is the only remaining UIL platform investment with external shareholders, amounting to 40.1% of UIL's total investments.

FOREIGN EXCHANGE

As at 30 June 2025 UIL held no forward FX derivative positions. In the 2023 annual report and accounts UIL stated its expectation that it would be less vulnerable to volatility in the FX markets and this has turned out to be correct. In the year ended 30 June 2025, currency gains on forward FX contracts was £0.4m.

COMMODITIES

Commodities were stronger during the year to 30 June 2025, especially the gold price which was up by 42.0%. There was one exception, the oil price, which was down by 21.8%.

PORTFOLIO ACTIVITY

During the year to 30 June 2025, UIL invested £56.4m, including the Zeta Resources acquisition and realised £60.6m.

GEOGRAPHIC AND SECTOR REVIEW

The geographical and sector split of the portfolio, on a look through basis, shows that Australia and New Zealand remain UIL's largest geographic exposure at 61.4% and financial services is the largest sector exposure at 42.5% of total investments. Gold mining has increased significantly due to the investments in Zeta Resources' underlying gold investments.

LEVEL 3 INVESTMENTS

As a result of Zeta Resources' delisting, UIL's level 3 investments increased to £200.7m, or 80.9% of the total portfolio as at 30 June 2025 from 61.3% of the total portfolio as at 30 June 2024.

Taking into account the underlying investments in the Zeta Resources and Somers portfolios, the level 3 investments on a look through basis as at 30 June 2025 were 49.6% of the total portfolio.

ZDP SHARES

On a consolidated basis, the value of the ZDP shares decreased from £99.8m as at 30 June 2024 to £62.2m as at 30 June 2025. This decline is primarily due to the redemption of the 2024 ZDP shares on 31 October 2024 and the compounding of the ZDP capital return. As at 30 June 2025 UIL held 2.3m 2026 ZDP shares and 0.8m 2028 ZDP shares.

The structural improvement in cover is significant and pleasing to see with the cover ratios for both classes of ZDP shares being at all time highs of 4.40 times for the 2026 ZDP shares and 2.64 times for the 2028 ZDP shares.

DEBT

UIL has no bank debt. Over the twelve months to 30 June 2025, loans increased from £2.9m as at 30 June 2024 to £19.5m as at 30 June 2025. During the year, excess cash at Somers was lent to UIL to help meet UIL's cashflow needs which included working capital in the startup gold mining operations at Kumarina. By the end of the financial year, the loans were consolidated into one shareholder loan of £19.5m from GPLPF, UIL's majority shareholder. All loans were made on commercial terms.

GEARING

The reduction in ZDP shares and the increase in assets from issuing ordinary shares to GPLPF of £15.8m, together with the profit on the capital and income accounts of £20.9m, net of dividends of £7.1m, has significantly improved gearing.

Gearing reduced to 48.5% as at 30 June 2025 from 73.6% as at 30 June 2024. At an absolute level UIL's net debt decreased from £101.2m as at 30 June 2024 to £80.8m at the year end. UIL's debt has reduced by two thirds in the last five years.

REVENUE RETURNS

Revenue income for the year to 30 June 2025 increased to £13.6m from £12.2m as at 30 June 2024, an increase of 11.5%.

Management and administration fees and other expenses were largely unchanged at £1.6m (30 June 2024: £1.5m). Finance costs were significantly lower, down by 45.5% at £1.2m for the year to 30 June 2025 from £2.2m in the prior year, mainly as a result of the repayment of bank loans.

Revenue profit increased substantially to £10.8m (30 June 2024: £8.5m) and EPS increased to 11.91p, up 17.3% from 10.15p as at 30 June 2024.

CAPITAL RETURNS

Capital total income reported a gain of £14.2m (30 June 2024: loss of £28.3m) which was driven mainly by the £13.6m gains on investments.

Finance costs reduced by 21.2% to £4.1m (30 June 2024: £5.2m) largely reflecting the lower number of ZDP shares in issue following the 2024 ZDP share redemption.

The resultant capital return profit for the year to 30 June 2025 was £10.1m (30 June 2024: a loss of £33.5m) and EPS was 11.18p per ordinary share (30 June 2024: a loss of 39.99p).

EXPENSE RATIO

The ongoing charges figure, including and excluding performance fees, was unchanged at 2.8%. No performance fee was earned at the UIL level. All expenses are borne by the ordinary shareholders.

Charles JillingsICM Investment Management Limitedand ICM Limited

29 September 2025

PRINCIPAL RISKS AND RISK MITIGATION

During the year ended 30 June 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 also 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.

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. The Board regularly reviews strategy in relation to a range of issues including the balance between quoted and unquoted stocks, the allocation of assets between geographic regions and sectors and gearing.

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 an investment's balance sheet, cash flows and dividends, as well as market conditions. In addition, ESG factors are also considered when selecting and retaining investments and political risks associated with investing in specific countries are also assessed. 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: Adverse market movements in the prices of equity and fixed interest securities, interest rates and foreign currency exchange rates and adverse liquidity could lead to a fall in NAV.

The Company's portfolio is exposed to equity market risk, interest rate risk, foreign currency risk and liquidity 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 composition 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 can be difficult and expensive to hedge some 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 programs in place for employees and the remuneration packages have been developed in order to retain key staff. 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 focused on reducing the discount at which they trade. The Board may agree to buy back shares if there is a significant overhang of stock in the market; it targets a discount to NAV of approximately 20% over the medium term.

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 100. The Audit & Risk Committee monitors the performance and controls (including business continuity procedures) of the key service providers at regular intervals.

Most of UIL's investments are held in custody for the Company by JPMorgan Chase Bank N.A., Jersey. 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 SOC1 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 cyber-crime 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.

The ordinary shares rank behind borrowings and ZDP shares, making them a geared instrument.

The gearing level is high due to the capital structure of the balance sheet. As at 30 June 2025, gearing on net assets, including borrowings and ZDP shares, was 48.5% (30 June 2024: 73.6%). The Board reviews the level of gearing at each Board meeting.

REGULATORY RISK: Failure to comply with applicable legal and regulatory requirements could lead to suspension of the Company's Stock Exchange listings, 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.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

in respect of the Annual Report and Financial Statements

The Directors are responsible for preparing the Annual Report and the Group and parent Company Accounts in accordance with applicable law and regulations.

The Directors are required to prepare Group and parent Company financial statements for each financial year. They have elected to prepare the Group financial statements in accordance with IFRS Accounting Standards and applicable law and have elected to prepare the parent Company financial statements on the same basis.

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 Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable, relevant and reliable; 

· state whether they have been prepared in accordance with applicable accounting standards; 

· assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

· use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 1981 of Bermuda. They are responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors have decided to prepare voluntarily a Directors' Remuneration Report in accordance with Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made under the UK Companies Act 2006, as if those requirements applied to the Company. The Directors have also decided to prepare voluntarily a Corporate Governance Statement under the UK Corporate Governance Code as if the Company were required to comply with the Listing Rules of the Financial Conduct Authority applicable to UK companies admitted to listing in the closed-ended investment funds category of the Official List.

In accordance with Disclosure Guidance and Transparency Rule 4.1.15R, the financial statements will form part of the annual financial report prepared using the single electronic reporting format under the TD ESEF Regulation. The auditor's report on these financial statements provides no assurance over the ESEF format.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK and Bermuda governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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 undertakings included in the consolidation taken as a whole; and

· the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the Company, and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

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 Group's position and performance, business model and strategy.

Approved by the Board and signed on its behalf by:

Stuart Bridges

Chairman

29 September 2025

GROUP INCOME STATEMENT

The Group does not have any income or expense that is not included in the profit/(loss) for the year and therefore the profit/(loss) for the year is also the total comprehensive income for the year, as defined in International Accounting Standard 1 (revised).

All items in the above statement derive from continuing operations.

All income is attributable to the equity holders of the Company. There are no minority interests.

COMPANY INCOME STATEMENT

The Company does not have any income or expense that is not included in the profit/(loss) for the year and therefore the profit/(loss) for the year is also the total comprehensive income for the year, as defined in International Accounting Standard 1 (revised).

All items in the above statement derive from continuing operations.

All income is attributable to the equity holders of the Company.

GROUP STATEMENT OF CHANGES IN EQUITY

COMPANY STATEMENT OF CHANGES IN EQUITY

STATEMENTS OF FINANCIAL POSITION

STATEMENTS OF CASH FLOWS

NOTES

1. DIVIDENDS

The Directors declared a third quarterly dividend in respect of the year ended 30 June 2025 of 2.00p per share, paid on 29 August 2025 to all ordinary shareholders on the register at close of business on 8 August 2025. The total cost of the dividend, which has not been accrued in the results for the year to 30 June 2025, is £1,850,000 based on 92,489,547 ordinary shares in issue. The Directors declared a fourth quarterly dividend in respect of the year ended 30 June 2025 of 2.00p per share payable on 24 October 2025 to all ordinary shareholders on the register at close of business on 3 October 2025. The total cost of the dividend, which has not been accrued in the results for the year to 30 June 2025, is £1,848,000 based on 92,378,602 ordinary shares in issue as at 26 September 2025, being the latest practicable date prior to finalising this report.

2. RELATED PARTY TRANSACTIONS

The following are considered related parties of UIL in the year ended 30 June 2025:

Ultimate parent undertaking:

UIL's majority shareholder General Provincial Life Pension Fund Limited ("GPLPF") holds 78.8% of UIL's shares (2024: GPLPF held 65.4% and Union Mutual Pension Fund Limited ("UMPF") held 10.2% of UIL's shares, UMPF merged with GPLPF in the year). The ultimate parent undertaking of GPLPF is Somers Isles Private Trust Company Limited as referred to in note 26 in the Report and Accounts.

Subsidiaries of UIL:

Carebook Technologies Inc ("Carebook"), Coldharbour Technology Limited ("Coldharbour"), Energy Holdings Ltd, Northbrook Resources Limited, West Hamilton Holdings Limited ("West Hamilton"), Zeta Minerals Limited ("Zeta Minerals") and Zeta Resources Limited ("Zeta Resources"). On consolidation, transactions between the Company and UIL Finance Limited ("UIL Finance") have been eliminated.

Joint ventures of UIL

Allectus Capital Limited ("Allectus Capital") and Allectus Quantum Holdings Limited ("Allectus Quantum").

Associated undertakings:

DTI Group Ltd ("DTI"), Gumtree Australia Markets Limited, Novareum Blockchain Asset Fund Ltd ("Novareum"), Orbital Corporation Limited ("Orbital"), Resimac Group Limited ("Resimac"), Serkel Solutions Pty Ltd ("Serkel"), SmileStyler Solutions Pty Ltd ("Smilestyler"), Somers Limited ("Somers") and SportEngaged.

Subsidiaries of the above subsidiaries and associated undertakings:

Allectus Quantum: Allectus Quantum Ltd.

Resimac: Access Home Loans Pty Ltd, Auspak Financial Services Pty Ltd, FAI First Mortgage Pty Ltd, Independent Mortgage Corporation Pty Ltd, Resimac Est Pty Ltd, Resimac Financial Securities Limited ("Resimac Financial") and Resimac Limited.

Somers: Dfinitive Capital Limited, PCF Group plc, Resimac Group Limited, Somers Pte Ltd, Somers UK (Holdings) Limited, Thorn Group Ltd and W1M Limited.

Zeta Minerals: Kumarina

Zeta Resources: Horizon Gold Limited, Panoramic Resources Limited, Pan Pacific Petroleum Pty Ltd ("PPP") and Zeta Energy Pte Ltd.

Key management entities and persons:

ICM and ICMIM and the board of directors of ICM, Alasdair Younie, Charles Jillings, Duncan Saville and of ICMIM, Charles Jillings and Sandra Pope. ICM Corporate Services (Pty) Ltd is a wholly owned subsidiary of ICM.

Persons exercising control of UIL:

The Board of UIL.

Companies controlled by key management persons:

Mitre Investments Limited and Permanent Mutual Limited ("PML").

The following transactions were carried out during the year to 30 June 2025 between the Company and its related parties above:

UIL Finance

Loans from UIL Finance to UIL of £103.6m as at 30 June 2024 decreased by £37.2m, to £66.4m as at 30 June 2025. The loans are repayable on any ZDP share repayment date.

Subsidiaries

Carebook: On 2 January 2025, UIL entered into an arrangement agreement pursuant to which UIL would acquire all the shares in the capital of Carebook, other than those shares already owned by UIL or Permanent Mutual Limited for CAD 0.10 per share. On 20 February 2025, UIL paid CAD 4.2m to purchase these shares, resulting in UIL owning 87.8% of the shares of Carebook. The shares of Carebook were subsequently delisted from the Canadian Stock Exchange.

Pursuant to a loan agreement dated 22 December 2021, the balance of the loan and interest outstanding as at 30 June 2024 was £0.6m (CAD 1.0m). UIL received interest of £62k (CAD 109k) in the year. The balance of the loan as at 30 June 2025 was £0.6m (CAD 1.0m).

Pursuant to a loan agreement dated 15 December 2022, the balance of the loan and interest outstanding as at 30 June 2024 was £0.9m (CAD 1.5m). The balance of the loan as at 30 June 2025 was £0.7m (CAD 1.3m).

Pursuant to a convertible loan agreement dated 5 December 2023, the balance of the loan and interest outstanding as at 30 June 2024 was £1.3m (CAD 2.2m). The balance of the loan as at 30 June 2025 was £1.1m (CAD 2.0m).

Subsequently to UIL owning 87.8% of the share capital of Carebook, interest on all three loans was amended to nil% per annum and all outstanding interest on the loans due to UIL of £0.3m (CAD 0.5m) was cancelled.

Pursuant to a promissory note agreement dated 23 June 2025, UIL agreed to lend monies to Carebook up to £1.1m (CAD 2.0m). UIL advanced to Carebook £0.3m (CAD 0.5m) and as at 30 June 2025 the balance of the loan was £0.3m (CAD 0.5m). The promissory note does not bear interest.

UIL has made available a £1.0m (AUD 2.0m) loan facility to Carebook.

Coldharbour: There were no transactions during the year.

Energy Holdings Ltd: UIL paid fees of £0.2m incurred by Energy Holdings Ltd.

Northbrook Resources Ltd: There were no transactions during the year.

West Hamilton: West Hamilton made a dividend distribution of £0.2m to UIL during the year (2024: a capital distribution of £8.3m and a dividend distribution of £0.7m).

Zeta Minerals: On 1 April 2025, Zeta Minerals issued 1000 ordinary shares to UIL for £5.7m and see Zeta Resources below.

Zeta Resources: On 10 October 2024 UIL entered into a sale and purchase agreement with General Provincial Life Pension Fund Limited ("GPLPF") to acquire all the 187,572,396 ordinary shares in Zeta Resources held by GPLPF. GPLPF's Zeta Resources shares were valued at £28.7m and the consideration was satisfied through the transfer to GPLPF of UIL's investment in Allectus Capital valued at £12.9m and the issue to GPLPF of 9,504,199 new UIL ordinary shares at £1.6655 each, £15.8m.

On 11 October 2024 UIL compulsory acquired the minority shareholders of Zeta Resources for £4.0m making UIL the 100% shareholder of Zeta Resources.

On 17 October 2024 Zeta Resources made a capital distribution of £20.7m and a dividend distribution of £11.0m to UIL.

On 16 September 2024 Zeta Resources provided to UIL a USD6.0m loan facility, see below for loans drawn. On 9 December 2024, Zeta Resources purchased from UIL and cancelled 43,909,447 Zeta Resources ordinary shares for £4.7m to repay the loan drawn by UIL.

On 11 December 2024, Zeta Resources sold to UIL, 100 ordinary shares in Zeta Minerals for £100.

On 1 April 2025, Zeta Resources sold to UIL, loans made from Zeta Resources to Kumarina Resources Pty Ltd ("Kumarina") of £4.1m (AUD 8.5m) and made a capital dividend distribution to UIL of £9.7m. On 1 April 2025 Zeta Resources sold to Zeta Minerals the shareholding of Kumarina for £5.5m (AUD 11.3m).

Pursuant to loan agreements dated 1 September 2016 (AUD loan) and 12 September 2024 (USD loan), under which UIL agreed to loan monies to Zeta Resources, in the year UIL advanced to Zeta Resources loans of £1.0m (AUD 2.1m) and £2.0m (USD 2.7m). As at 30 June 2025, the balances of the loans outstanding were £1.0m (AUD 2.1m) and £2.0m (USD 2.7m). The loans bear interest at an annual rate of nil%.

Joint Ventures of UIL

Allectus Capital: Pursuant to a loan agreement dated 1 September 2016, under which UIL agreed to loan monies to Allectus Capital, the balance of the loan as at 30 June 2024 was £2.5m (USD 3.2m), UIL advanced to Allectus Capital a loan of £0.7m (USD 0.9m) and Allectus Capital repaid £1.0m (USD 1.2m) in the year. UIL sold the shareholding and the loan balance advanced to Allectus Capital to GPLPF via the sale and purchase agreement between UIL and GPLPF (see transactions with Zeta Resources above).

Allectus Quantum: UIL paid fees of £5k incurred by Allectus Quantum.

Associated undertakings

DTI: In the year UIL took up the rights issue of DTI Group, purchasing 103,193,989 shares at a cost of £0.3m and oversubscribed for additional shares taking up 26,823,375 DTI Group shares at a cost of £0.1m.

Gumtree Australia Markets Limited: There were no transactions during the year.

Novareum: There were no transactions during the year.

Orbital: In the year UIL took up the rights issue of Orbital, purchasing 5,274,900 shares at a cost of £0.3m and underwrote the rights issue taking up 3,370,061 Orbital shares at a cost of £0.2m.

Resimac: See below relating to loans UIL received from Resimac in the year. UIL received in the year £1.2m in dividends from Resimac. On 23 June 2025 Resimac also paid a capital distribution to its shareholders of AUD 0.12 per share, UIL received £2.1m.

Serkel: There were no transactions during the year.

SmileStyler: There were no transactions during the year.

Somers: See below relating to loans UIL received from Somers.

On 26 November 2024 Somers purchased from UIL and cancelled 101,550 Somers shares for £1.1m to partially repay the GBP loan by UIL.

On 4 March 2025, Somers purchased from UIL and cancelled 479,273 Somers shares for £5.2m to repay fully the GBP loan of £2.2m, the AUD loan of £2.7m (AUD 5.6m) and pay the interest due on the loans of £0.3m.

The share prices of each buyback of Somers were calculated based on the NAV per share of Somers at the time of each buy back.

SportEngaged Ltd: There were no transactions during the year.

Subsidiaries of the above subsidiaries and associated undertakings

Pursuant to a loan agreement dated 26 February 2025, under which UIL agreed to loan monies to Kumarina, in the year UIL advanced to Kumarina loans of £0.9m (AUD 1.8m), purchased from Zeta Resources a loan made to Kumarina of £4.1m (AUD 8.5m) and Kumarina repaid £2.3m (AUD 4.8m). As at 30 June 2025, the balance of the loan outstanding was £2.6m (AUD 5.5m). The loan bears interest at an annual rate of nil%.

Pursuant to a loan agreement dated 20 June 2025, under which UIL agreed to loan monies to PPP, in the year UIL advanced to PPP loans of £5.3m (AUD 11.1m) and PPP repaid £0.4m (AUD 0.7m). As at 30 June 2025, the balance of the loan outstanding was £4.9m (AUD 10.3m). The loan bears interest at an annual rate of nil%

Except for the above there were no transactions during the year to 30 June 2025 with any of the subsidiaries of the above subsidiaries and associated undertakings.

Key management entities and persons

ICM and ICMIM are joint portfolio managers of UIL. Other than investment management fees, secretarial costs and performance fees as set out in note 5, and reimbursed expenses of £17,000, there were no other transactions with ICM or ICMIM or ICM Corporate Services (Pty) Ltd. At the year end £103,000 remained outstanding to ICM and ICMIM in respect of management and company secretarial fees and £nil in respect of performance fees.

Mr Younie is a director of PML, Somers and West Hamilton.

Mr Jillings is a director of Allectus Capital, PML, Somers, ICM Mobility Group Limited and W1M. Mr Jillings received dividends from UIL of £45,000.

Mr Saville is a director of Allectus Capital, GPLPF, PML, Resimac, West Hamilton, Somers, ICM Mobility Group Limited and Zeta Resources.

There were no other transactions in the year with Alasdair Younie, Charles Jillings, Duncan Saville and Sandra Pope and UIL.

The Board

Fees paid to Directors were: Chairman £53,550 per annum; Chairman of Audit & Risk Committee £51,150 per annum and Directors £39,630 per annum. The Board received aggregate remuneration of £184,000 for services as Directors. As at 30 June 2025, £nil remained outstanding to the Directors. In addition to their fees, the Directors received dividends totalling £52,000 during the year. In aggregate the Directors held 739,302 ordinary shares of the Company as at 30 June 2025. There were no other transactions in the year with the Board and UIL.

Ultimate parent undertaking and companies controlled by key management persons:

GPLPF received dividends of £5,110,000 from UIL, UMPF received dividends of £341,000 from UIL, Mitre Investments Limited received dividends of £200,000 from UIL and PML received dividends of £2,000 from UIL.

GPLPF: See above for transactions of the sale and purchase agreement with Zeta Resources and below for the loan facility provided to UIL by GPLPF.

In March 2024 UMPF provided a £5.0m loan facility to UIL and at 30 June 2024 UIL had drawn £2.9m. In the year UIL repaid the £2.9m and paid interest of £0.1m, see below for details.

There were no other transactions between companies controlled by key management and UIL during the year to 30 June 2025.

Loans to UIL by related parties

In March 2024 UMPF provided a £5.0m loan facility to UIL and as at 30 June 2024 UIL had drawn £2.9m. In August 2024 UIL repaid the £2.9m loan. Loan interest was at an annual rate of 8.3% and UIL paid interest of £0.1m to UMPF during the year.

On 9 October 2024 GPLPF provided a £5.0m loan facility to UIL maturing on 31 October 2025. The amount of the loan facility was increased in the year and on 18 June 2025 it was further increased to £24.0m. As at 30 June 2025, UIL has drawn £19.5m. The loan bears interest at an annual rate of 10.5%. See above for transactions of the sale and purchase agreement with Zeta Resources.

On 5 August 2024 Somers provided a £2.85m loan facility maturing on 30 November 2024 and in November 2024, the loan was extended to 31 March 2025. In August 2024 UIL drew £2.85m and in November 2024 UIL repaid £1.1m. In January 2025, UIL drew a further £0.5m. In March 2025 the loan was fully repaid (see transactions with Somers above). The loan bears interest at an annual rate of 7.0%.

On 9 October 2024 Somers provided an £8.9m (AUD 17.4m) loan facility to UIL maturing on 31 October 2025. In October 2024 UIL drew £7.7m (AUD 15.1m) and in December 2024 UIL repaid £4.8m (AUD 9.5m). On 4 March 2025 the loan balance of £2.7m (AUD 5.6m) was fully repaid (see transactions with Somers above). The loan bears interest at an annual rate of 10.5%.

On 10 December 2024, Resimac provided to UIL a £5.6m (AUD 11.0m) loan maturing on 31 March 2025. On 1 March 2025, the loan was novated to Pan Pacific Petroleum Pty Ltd ("PPP") (see transactions with PPP above) and UIL became the guarantor of the original borrower. Resimac extended the repayment date of the loan to 25 June 2025 and PPP repaid the loan in June 2025. The loan interest was at an annual rate of 10.0% and UIL paid interest of £0.1m (AUD 0.2m).

On 4 February 2025, Resimac Financial, a subsidiary of Resimac, provided to UIL a £4.6m (NZD 10.0m) loan maturing on 31 May 2025. Resimac Financial extended the repayment date of the loan to 25 June 2025 and UIL repaid the loan in June 2025. Interest charged on the loan was at an annual rate of 10.35% and UIL paid interest of £0.1m (NZD 0.2m).

On 16 September 2024 Zeta Resources provided a loan facility of £4.6m (USD 6.0m) to UIL maturing on 31 December 2024. On 17 September 2024 UIL drew £4.6m (USD 6.0m) and fully repaid the loan on 9 December 2024. The interest rate was 7.0% per annum and UIL paid £0.1m (USD 0.1m) interest to Zeta Resources.

3. RESULTS

This statement was approved by the Board on 29 September 2025. The financial information set out above does not constitute the Group's or Company's statutory accounts for the years ended 30 June 2025 or 2024 but is derived from those accounts. The auditor has reported on those accounts; their reports were (i) unqualified and (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report.

Annual General Meeting Arrangements

The Annual General Meeting ("AGM") of the Company will be held at its registered office, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda on Tuesday, 4 November 2025 at 5.00pm (local time) and notice is set out at the end of the Report & Accounts.

Legal Entity Identifier: 213800CTZ7TEIE7YM468