![]() 2025 ## REPORT AND ACCOUNTS ![]() ### CONTENTS FINANCIAL CALENDAR Year End 30 June Annual General Meeting (“AGM”) 4 November 2025 Half Year 31 December Dividends Payable September, December, March and June PERFORMANCE 2 Group Performance Summary 3 Chairman’s Statement 7 Performance Since Inception (14 August 2003) STRATEGIC REPORT AND INVESTMENTS 9 Investment Managers’ Report 12 Geographical Investment Exposure 13 Macro Trends Affecting Our Portfolio 15 Investment Approach 17 Ten Largest Holdings 25 Capital Structure 26 ZDP Shares 27 Strategic Report 37 Investment Managers and Team GOVERNANCE 39 Directors 40 Directors’ Report 45 Corporate Governance Statement 50 Directors’ Remuneration Report 53 Audit & Risk Committee Report 56 Statement of Directors’ Responsibilities AUDIT 57 Independent Auditor’s Report FINANCIAL STATEMENTS 61 Accounts 67 Notes to the Accounts ADDITIONAL INFORMATION 97 Notice of Annual General Meeting 100 Company Information 101 Alternative Performance Measures 104 Historical Performance The business of UIL Limited (“UIL” or the “Company”) consists of investing the pooled funds of its shareholders in accordance with its investment objective and policy, generating a return for shareholders and spreading the investment risk. UIL has borrowings and gearing is also provided by zero dividend preference (“ZDP”) shares, issued by its wholly owned subsidiary UIL Finance Limited (“UIL Finance”). The joint portfolio managers of UIL are ICM Investment Management Limited (“ICMIM”) and ICM Limited (“ICM”), together referred to as the “Investment Managers”. ![]() 1 Report and Accounts for the year to 30 June 2025 REVENUE EARNINGS PER ORDINARY SHARE 11.91p (2024: 10.15p) DIVIDENDS PER ORDINARY SHARE 8.00p (2024: 8.00p) NET ASSET VALUE ("NAV") TOTAL RETURN PER ORDINARY SHARE 1 14.7% (2024: -15.3%) SHARE PRICE TOTAL RETURN PER ORDINARY SHARE 1 22.5% (2024: -24.8%) 1 See Alternative Performance Measures on pages 101 to 103 Source: ICM IN THE YEAR TO 30 JUNE 2025 UIL Limited's objective is to maximise shareholder returns by identifying and investing in compelling long term investments worldwide, where the underlying value is not fully recognised. ![]() 2 UIL Limited ### GROUP PERFORMANCE SUMMARY 30 June 2025 30 June 2024 % change 2025/24 NAV total return per ordinary share 1 (for the year) (%) 14.7 (15.3) n/a Share price total return per ordinary share 1 (for the year) (%) 22.5 (24.8) n/a Annual compound NAV total return 1 (since inception 2 ) (%) 6.9 6.5 n/a NAV per ordinary share (pence) 179.41 164.04 9.4 Ordinary share price (pence) 118.00 103.50 14.0 Discount 1 (%) 34.2 36.9 n/a Returns and dividends (pence) Revenue return per ordinary share 11.91 10.15 17.3 Capital return per ordinary share 11.18 (39.99) 128.0 Total return per ordinary share 23.09 (29.84) 177.4 Dividends per ordinary share 8.00 3 8.00 0.0 FTSE All-Share total return Index 10,815 9,729 11.2 Equity holders' funds (£m) Gross assets 1 248.3 240.2 3.4 Loans 19.5 2.9 572.4 ZDP shares 62.2 99.8 (37.7) Equity holders' funds 166.6 137.5 21.2 Revenue account (£m) Income 13.6 12.2 11.5 Costs (management and other expenses) 1.6 1.5 6.7 Finance costs 1.2 2.2 (45.5) Net income 10.8 8.5 27.1 Financial ratios of the Group (%) Ongoing charges figure 1 2.8 2.8 n/a Gearing 1 48.5 73.6 n/a 1 See Alternative Performance Measures on pages 101 to 103 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 each have not been included as a liability in the accounts ![]() 3 Report and Accounts for the year to 30 June 2025 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. ### CHAIRMAN’S STATEMENT STUART BRIDGES Chairman COMMODITIES MOVEMENTS from 30 June 2024 to 30 June 2025 Nickel GoldCopperOil 80 90 Jun 25 Apr 25 Feb 25 Dec 24 Oct 24 Aug 24 Jun 24 140 Source: Bloomberg Rebased to 100 as at 30 June 2024 70 130 110 120 100 Aluminium 150 60 ![]() 4 UIL Limited ### CHAIRMAN’S STATEMENT (continued) 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. CURRENCY MOVEMENTS vs STERLING from 30 June 2024 to 30 June 2025 Euro Australian Dollar US Dollar 95 Jun 25 Apr 25Feb 25Dec 24Oct 24Aug 24Jun 24 Source: BloombergRebased to 100 as at 30 June 2024 115 105 100 110 ![]() 5 Report and Accounts for the year to 30 June 2025 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. INDICES MOVEMENTS from 30 June 2024 to 30 June 2025 Source: Bloomberg Australian Securities Exchange ("ASX") S&P 500 FTSE All-Share 90 95 100 110 Jun 25 Apr 25Feb 25Dec 24Oct 24Aug 24 Jun 24 120 Rebased to 100 as at 30 June 2024 MSCI All Countries World Index 125 115 105 ![]() 6 UIL Limited 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 ### CHAIRMAN’S STATEMENT (continued) ![]() 7 Report and Accounts for the year to 30 June 2025 ANNUAL COMPOUND NAV TOTAL RETURN \* 6.9% NAV TOTAL RETURN PER ORDINARY SHARE \* 331.8% ANNUAL COMPOUND SHARE PRICE TOTAL RETURN \* 6.9% SHARE PRICE TOTAL RETURN PER ORDINARY SHARE \* 330.4% REVENUE EARNINGS PER ORDINARY SHARE 153.20p DIVIDENDS PER ORDINARY SHARE 122.83p DIVIDENDS PAID OUT £106.7m REVENUE RESERVES PER ORDINARY SHARE CARRIED FORWARD \* 20.37p ### PERFORMANCE SINCE INCEPTION (14 AUGUST 2003) HISTORIC TOTAL RETURN PERFORMANCE (pence) since inception to 30 June 2025 Source: ICM and Bloomberg Ordinary share price total return 1 FTSE All-Share total return Index NAV total return per ordinary share 1 Rebased to 100 as at 14 August 2003 1 Adjusted for the exercise of warrants and convertibles 201020092008200620052004 20072003 201820172016201420132012 20152011 20252019 2020 50 150 250 350 450 550 650 750 850 MSCI All Countries World total return Index (GBP adjusted) 950 2021 2022 2023 2024 \* See Alternative Performance Measures on pages 101 to 103 ![]() 8 UIL Limited 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 Source: ICM No dividends were paid in 2008 and 2009, and 2010 refers to a cash distribution Dividend per share – specialDividend per share – ordinary 2017 2015 2013 2011 2010 2006 2004 2019 2021 2025 2023 0 100 200 300 400 500 600 Source: ICM Ordinary shares ZDP shares Loans Jun 17 Jun 15 Jun 13 Jun 11 Jun 07 Jun 05 Jun 19 Jun 09 Aug 03 Jun 25 Jun 21 Jun 23 DIVIDENDS PER ORDINARY SHARE (pence) from 30 June 2004 to 30 June 2025 CAPITAL STRUCTURE (£m) from 14 August 2003 to 30 June 2025 0 200 400 600 800 1,000 Source: ICM and Bloomberg1 Adjusted for the exercise of warrants and convertibles NAV total return per ordinary share 1 FTSE All-Share total return Index NAV total return of 331.8% Jun 20 Jun 19 Jun 18 Jun 17 Jun 16 Jun 15 Jun 14 Jun 13 Jun 12 Jun 11 Jun 10 Jun 09 Jun 08 Jun 07 Jun 06 Jun 05 Jun 04 Aug 03 Jun 24 Jun 21 MSCI All Countries World total return Index (GBP adjusted) Jun 22 Jun 23 Jun 25 CUMULATIVE TOTAL RETURN COMPARATIVE PERFORMANCE (pence) from 14 August 2003 to 30 June 2025 (Rebased to 100 as at 14 August 2003) ### PERFORMANCE SINCE INCEPTION (14 AUGUST 2003) (continued) ![]() 9 Report and Accounts for the year to 30 June 2025 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. CHARLES JILLINGS Investment Manager ### INVESTMENT MANAGERS’ REPORT ![]() 10 UIL Limited ### INVESTMENT MANAGERS’ REPORT (continued) 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 Jillings ICM Investment Management Limited and ICM Limited 29 September 2025 ![]() 11 Report and Accounts for the year to 30 June 2025 AUSTRALIA & NEW ZEALAND REMAINS UIL’S LARGEST EXPOSURE AT 61.4% (2024: 47.6%) UK REMAINS UIL’S SECOND LARGEST COUNTRY EXPOSURE AT 15.1% (2024: 10.9%) ASIA IS NOW UIL’S THIRD LARGEST EXPOSURE AT 5.7% (2024: 6.4%) EUROPE REMAINS UIL’S FOURTH LARGEST EXPOSURE AT 5.0% (2024: 8.7%) LATIN AMERICA IS NOW UIL’S FIFTH LARGEST EXPOSURE AT 3.5% (2024: 2.8%) CANADA IS NOW UIL’S SIXTH LARGEST EXPOSURE AT 3.4% (2024: 2.4%) SECTOR SPLIT OF INVESTMENTS Financial Services 42.5% Technology 21.1% Gold Mining 19.2% Infrastructure Investments 7.8% Resources 5.9% Other 3.5% IN THE YEAR TO 30 JUNE 2025 See page 12 for the full geographic exposure (2024: 47.9 %) (2024: 22.9%) (2024: 5.1%) (2024: 7.7%) (2024: 12.4%) (2024: 4.0%) ![]() 12 UIL Limited ### GEOGRAPHICAL INVESTMENT EXPOSURE (% of total investments on a look through basis) Source: ICM #### Latin #### America 3.5% (2.8%) #### Africa 1.5% (10.4%) #### Bermuda 2.8% (8.2%) UK 15.1% (10.9%) #### Canada 3.4% (2.4%) #### Asia 5.7% (6.4%) #### Australia & New Zealand 61.4% (47.6%) #### Europe #### (excluding UK) 5.0% (8.7%) Figures in brackets as at 30 June 2024 #### USA 1.6% (2.6%) ![]() 13 Report and Accounts for the year to 30 June 2025 ### MACRO TRENDS AFFECTING OUR PORTFOLIO GEOPOLITICS AND GLOBAL TRADE • Global geopolitical tensions and rising populism/nationalism is leading to rising protectionism by countries. The imposition by USA of additional tariffs have resulted in companies reassessing their supply chains. • The increasingly multi-polar world and reshaping of the competitive trade environment are presenting new trading dynamics - there has been an increasing in “shoring” (onshoring, nearshoring and friendshoring) and the need to diversify supply chains. • Increasing importance of emerging market economies in the share of world trade is changing the economics of how global trade has traditionally been executed. • Global debt levels - the substantial increase in sovereign debt is enhancing the risk of inflation and potentially debasing currencies and thereby ensuring increased demand for gold. DIGITALISATION • Developments in AI and demand for processing capacity are driving new opportunities and new investment sectors such as data centres. Similarly the advancements of chip design by companies such as Nvidia are pioneering the developments of AI. • 5G mobile and full-fibre broadband rollout presents opportunities for businesses and benefits to consumers driven by enhanced connected applications in sectors including e-commerce, e-government, online education, telemedicine, automotive, logistics, communications and media. • Increased use of internet connected sensors (internet of things), cloud storage and AI data processing driving further automation across businesses. RESOURCES AND ENERGY GROWTH AND TRANSITION • Growing demand for energy resources as global economic growth continues, requiring ongoing investment in energy infrastructure. • Geopolitical tensions continue to highlight the need for countries to ensure energy independence and cutting reliance on imported energy sources. • Increasing focus on renewable energy resources, as lower or net zero emission targets to combat climate change require decarbonisation of the energy matrix. • Drive to reach net zero targets increasing long term demand for several commodities including nickel, copper, lithium and graphite. • Heightened multi-polar world driving demand for safe haven assets such as gold. ![]() 14 UIL Limited GROWTH OF EMERGING MARKETS • Emerging markets economies continue to be driven by underlying structural growth drivers of: – Positive demographics – typically a young, growing and increasingly better educated working class age population – Increasing urbanisation – driving need for investment into infrastructure to support urban growth – Rise of the middle class – growing discretionary income increasing demand for goods and services leading to better quality of life – Strong gross domestic product growth – importance of emerging markets’ share of global trade continues to increase. • Structural growth drivers pushing demand for supporting investment in infrastructure assets such a transportation, utilities and telecommunications. FINTECH • Innovative solutions in financial technology disintermediating the traditional financial sector business models with lower cost, lower risk, more secure, more convenient solutions for payments, lending, leasing, social security payments, insurance, savings, pensions and investments. • Changing demographics and improved financial sophistication of individuals are altering demand for financial services products, providing a fertile ground for innovative products and services e.g. Buy Now Pay Later and e-commerce. • Growing emphasis on individual responsibility for personal savings and investments as government and company schemes come under increasing demographic driven pressures. ### MACRO TRENDS AFFECTING OUR PORTFOLIO (continued) ![]() 15 Report and Accounts for the year to 30 June 2025 ### INVESTMENT APPROACH ICM is a long term investor and typically operates focused portfolios with narrow investment remits. ICM has several dedicated research teams who have deep knowledge and understanding in their specific sectors, which improves the ability to source and make compelling investments. ICM has approximately USD 1.3bn of assets directly under management. ICM looks to exploit market and pricing opportunities and concentrates on absolute performance. The investments are not market index driven and the investment portfolio comprises a series of bottom-up decisions. ICM typically does not participate in either an IPO or an auction unless there is compelling value. UIL seeks to leverage ICM’s investment abilities to both identify and make investments across a range of industries. New investments usually offer an attractive valuation with strong risk/return expectations at the time of investment. When reviewing investment opportunities, as part of the investment process ICM will look to understand the material ESG factors. In-depth analysis of the key issues that face potential and current holdings, as well as a deep understanding of the industry in which they operate. Incorporate the output of the ‘Understanding’ component into the full company analysis to ensure a clear and complete picture of the investment opportunity is obtained. Engage with investee companies on the key issues on a regular basis, both virtually and on location, where possible, to discuss and identify any gaps in their ESG policies to further develop and improve their ESG disclosure and implementation. #### Understanding Engagement #### Integration ICM incorporates ESG factors into the ### investment process in three key ways: ![]() 16 UIL Limited Values Team Investment Practices Financial Platforms Communities ICM works to create value by harnessing our experience and expertise to offer an innovative, insightful approach beyond traditional investment strategies We are focused on creating sustainable long term value for our shareholders and supporting the broader community through our: We are proud of our inclusive environment for our teams to work in, which reflects the diversity of our communities. Our deep and extensive research and understanding of the companies, sectors and markets we invest in moderates our risk and creates value for our investors. Our status as a signatory to the United Nations-supported Principles of Responsible Investment emphasises our commitment to integrating ESG factors into our investment decision making process. Strong balance sheet and disciplined capital allocation to drive sustainable growth and shareholder value. Technology, digital and analytics enable our investment platforms to deliver growth for our shareholders. ICM supports the ICM Foundation, which has identified sustainable, effective and focused education where the biggest impact can be made on individuals and in communities. Over the past decade ICM and its stakeholders have contributed over USD 18.7m to not-for-profit and community organisations. ICM’s origins date back to 1988 and our organisation has evolved with offices now spanning the globe. We are focused on our values of: • Independence and Integrity • Excellence • Creativity and Innovation • Accountability ### INVESTMENT APPROACH (continued) ![]() 17 Report and Accounts for the year to 30 June 2025 THE VALUE OF THE TEN LARGEST HOLDINGS REPRESENTS 94.8% (2024: 96.4%) OF THE GROUP’S TOTAL INVESTMENTS THE VALUE OF FIXED INCOME SECURITIES REPRESENTS 3.6% (2024: 1.1%) OF THE GROUP’S PORTFOLIO THE TOTAL NUMBER OF COMPANIES INCLUDED IN THE PORTFOLIO IS 27 (2024: 25 COMPANIES) ### TEN LARGEST HOLDINGS HELD DIRECTLY ![]() 18 UIL Limited 30 Jun 2024 30 Jun 2025 Company and Description Fair value £'000s % of total investments 1 1 Somers Limited A financial services investment holding company 99,558 40.1 2 2 Zeta Resources Limited A resources focused investment holding company 46,846 18.9 3 3 Utilico Emerging Markets Trust plc A UK listed closed end investment trust 22,626 9.1 5 4 Allectus Quantum Holdings Limited A technology investment holding company 21,995 8.9 4 5 Resimac Group Limited A lender for residential mortgages and asset finance 14,610 5.9 – 6 Zeta Minerals Limited A resources focused investment holding company 7,868 3.2 9 7 Carebook Technologies Inc A digital health and wellness solutions company 7,126 2.9 7 8 West Hamilton Holdings Limited A Bermuda property holding and management company 6,289 2.5 \_ 9 Pan Pacific Petroleum Pty Limited An Australian resources company 4,944 2.0 10 10 WT Financial Group Limited A financial adviser network 3,308 1.3 Ten largest holdings 235,170 94.8 Other investments 13,031 5.2 Total investments 248,201 100.0 ### TEN LARGEST HOLDINGS (continued) HELD DIRECTLY The ten largest investments held directly are listed below, whilst the ten largest holdings on a look through basis are set out on pages 19 to 24. ![]() 19 Report and Accounts for the year to 30 June 2025 1 20.3% Resimac Group Limited Financial Services A AUD 13bn lender for residential mortgages and asset finance in Australia and New Zealand. 50,364 Fair value £’000s 5 8.9% Allectus Quantum Holdings Limited Technology An investment holding company for the Australian based quantum computing company, Diraq. 21,995 Fair value £’000s 3 9.6% W1M Investment Management Limited Financial Services A £22bn UK based wealth management company. 23,732 Fair value £’000s 2 11.7% Horizon Gold Limited Gold Mining An Australian listed gold exploration company. 29,138 Fair value £’000s 4 9.1% Utilico Emerging Markets Trust plc Infrastructure Investments A UK listed fund uniquely focused on global infrastructure megatrends in emerging markets. 22,626 Fair value £’000s 6 7.1% Kumarina Resources Pty Limited Gold Mining An unlisted gold mining company in Western Australia. 17,717 Fair value £’000s 10 2.5% West Hamilton Holdings Limited Infrastructure Investments A Bermuda property holding and management company. 6,289 Fair value £’000s 8 4.1% AK Jensen Group Limited Financial Services A global brokerage business which provides hedge fund services to both traditional hedge funds and digital asset funds. 10,173 Fair value £’000s 7 6.1% ICM Mobility Group Limited Technology A UK holding company focused on payment and transit technology in the mobility sector for private and public transport. 15,093 Fair value £’000s 9 2.9% Carebook Technologies Inc Technology A digital health company providing employee health and wellness solutions to employers globally. 7,126 Fair value £’000s ### TEN LARGEST HOLDINGS (% OF TOTAL INVESTMENTS ON A LOOK THROUGH BASIS) ![]() 20 21 UIL Limited Report and Accounts for the year to 30 June 2025 20 UIL Limited ### TEN LARGEST HOLDINGS (continued) Resimac is an ASX listed residential mortgage lender and multichannel distribution business specialising in prime and specialist mortgage lending. Resimac is a leading Australian non-bank lender and it operates in targeted market segments and asset classes in Australia and New Zealand. Its primary activities are as a mortgage manager and in originating, servicing and securitising mortgage assets. As at 30 June 2025, Resimac reported total home loan AUM of AUD 13.4bn, a year on year increase of 3.9%. Net interest income for the year ended 30 June 2025 was AUD 170.5m, a 6.8% increase from 2024 reflecting higher average AUM levels. Resimac generated normalised net profit after tax for the year of AUD 39.7m. Total loan settlements during the year was AUD 5.8bn of which the asset finance division reported settlements of AUD 0.9bn. During the year, Resimac issued AUD 4.3bn of Australian Prime and Specialist RMBS. Resimac’s asset finance business continues to grow and its AUM was bolstered by AUD 1.5bn following the acquisition, in March 2025, of the Westpac auto portfolio and ended the year with AUM of AUD 2.7bn The growth of the home loans portfolio in the second half of the year and the continued growth of the asset finance business suggests improved performance in the coming year. Horizon Gold is an Australian listed gold exploration company with assets in Western Australia. Its primary asset is the Gum Creek Gold Project, which currently contains a Mineral Resource Estimate of 2.14m ounces of gold. Horizon’s March 2024 scoping study demonstrated the viability of a near surface open-pit mining operation at Gum Creek, which could produce an average of 84k ounces of gold annually, over ten years, and generate a pre tax net present value at 8% of AUD 547.5m, at an assumed commodity price of AUD 3,300 per ounce of gold. As at 30 June 2025, the gold price was over AUD 5,000 per ounce. At the same date, Horizon Gold's enterprise value was only AUD 39.03 per ounce of gold resource. Its share price of AUD 0.56 per share, was up by 86.7% over the twelve months to 30 June 2025. Subsequent to its 30 June year end, Horizon completed a private placement and rights issue to raise up to AUD 12.0m to fully fund the completion of its Feasibility Study (which is expected to be completed in FY2026) and undertake additional exploration drilling. Sector Financial Services Fair Value £’000s 50,364 % of total investments 20.3% Sector Gold Mining Fair Value £’000s 29,138 % of total investments 11.7% 12 SHARE PRICE 1.7% SHARE PRICE 86.7% ![]() 20 21 UIL Limited Report and Accounts for the year to 30 June 2025 W1M is an award winning London based specialist investment manager which focuses on discretionary portfolio management planning for private clients, charities and institutions as well as offering a suite of in-house managed investment funds. W1M, Somers’ second largest holding, was formed in June 2024 through the merger of Waverton and London & Capital creating a £19.3bn wealth and asset management business. The combined business serves a range of client profiles, including high net worth and ultra-high net worth families, charities, financial advisors and institutional clients, both in the UK and internationally. W1M has performed strongly in the period since the merger and AUM have grown to £21.9bn as at 30 June 2025 driven by continuing positive net new asset flow and robust investment performance. UEM is a closed-end investment trust, whose ordinary shares are listed in the closed-ended investment funds category of the Official List of the Financial Conduct Authority and are traded on the Main Market of the London Stock Exchange. UEM is managed by ICMIM and ICM. UEM predominately invests in infrastructure and utilities assets in emerging markets which are benefitting from structural growth drivers accelerated by global infrastructure megatrends. In the twelve months to 30 June 2025, UEM’s NAV total return was up by 5.3%, marginally underperforming the MSCI Emerging Markets total return Index (GBP adjusted) which increased by 6.3% during the same period, due to the Index’s higher exposure to technology and financial stocks. UEM’s performance was also marginally lower than the Index over the period given its overweight exposure to Latam, as despite the strong operational and local share price performance of many Brazilian investee companies, Sterling's performance was tapered by the 6.5% depreciation of the Brazilian Real. In the year to 30 June 2025, UEM’s share price increased by 10.4%, with the discount to NAV narrowing to 11.6% from 18.6%. Dividends per share increased to 9.125p from 8.600p. Sector Financial Services Fair Value £’000s 23,732 % of total investments 9.6% Sector Infrastructure Investments Fair Value £’000s 22,626 % of total investments 9.1% 34 RETURNS 23.9% SHARE PRICE 10.4% ![]() 22 23 UIL Limited Report and Accounts for the year to 30 June 2025 ### TEN LARGEST HOLDINGS (continued) Allectus Quantum is an unlisted investment holding company with an investment in Sydney-based quantum computing company Diraq Pty Ltd. Diraq is a world leader in building quantum processors using silicon ‘quantum dot’ technology, leveraging proprietary technology developed over twenty years of research across eleven patent families. Its approach utilises the existing silicon manufacturing processes of semiconductor foundries to produce today’s electronic components, forging a faster and cheaper road to market. Diraq’s goal is to revolutionise quantum computing by driving qubit numbers on a single chip to the many millions and ultimately billions needed for useful commercial applications. Diraq works with both Imec and GlobalFoundries to design and manufacture its quantum computing chips and recently achieved the first-ever integration of Nvidia GPUs and its quantum processors. In early 2025, Diraq was recently announced as one of 18 companies chosen for the US Defense Advanced Research Projects Agency Quantum Benchmarking Initiative Stage A. In June 2025, the valuation of Allectus Quantum increased due to a rise in the fair value of Diraq as Diraq completed a fundraising round at a materially higher valuation. Kumarina Resources is an unlisted gold mining company with a gold mining operator in Western Australia. Its primary asset is the Malcolm Challenger gold project located near Leonora in Western Australia, which contained a Mineral Resource Estimate of 52,100 ounces of gold as at 31 December 2024. A short-term mining operation has been underway at the Malcolm Challenger Project since January 2025 and produced its first gold in April 2025. Mined ore from this project is transported to a nearby third-party facility for processing. Through the first six months, it has remained on schedule and budget to recover roughly 26,000 ounces of gold at an average grade of two grams per tonne through until November 2025. The project is expected to generate significant free cash flow in its final five months of the operation. Sector Technology Fair Value £’000s 21,995 % of total investments 8.9% Sector Gold Mining Fair Value £’000s 17,717 % of total investments 7.1% 56 VALUATION 49.8% VALUATION 131.0% ![]() 22 23 UIL Limited Report and Accounts for the year to 30 June 2025 ICM Mobility Group is an unlisted holding company that invests in businesses providing automated fare collection (“AFC”) and analytics solutions for the private and public transportation sector. Its portfolio includes Vix Technology ("Vix"), Kuba Pay ("Kuba"), Littlepay Limited ("Littlepay"), and Snapper Services Limited ("Snapper"). Two of its investees, Vix and Kuba, have extensive international experience in delivering AFC services. Vix focuses on larger cities through its Pulse platform, while Kuba targets smaller cities and regions with its Nexum cloud-based platform. Vix also operates a significant real-time information business. Littlepay offers payment services to the public transit sector through its proprietary API-based modular payments platform. This platform can integrate with Europay, Mastercard, and Visa (EMV) readers, fare systems, and financial institutions, enabling transit operators, authorities, and agencies to implement seamless, multimodal contactless payment systems across transport networks. This makes fare payments simpler and boarding faster for public transport users. Snapper manages a transportation ticketing system, and is also investing in its new Mosaiq platform, which builds on its fare management expertise to offer transport analytics software for transit companies and regulators. Snapper has collaborated closely with AWS to efficiently process large volumes of data and deliver meaningful insights to operators and other industry stakeholders. AK Jensen (“AKJ”) is a global brokerage business which provides hedge fund services to both traditional hedge funds and digital asset funds. AKJ’s platform allows fund managers to set up a hedge fund at low cost, trade through AKJ’s proprietary technology platform and operate under the AKJ regulatory framework. This is attractive to new hedge fund managers who are often unable to incorporate a hedge fund due to the associated costs and regulatory burden. AKJ also offers a front-to-back, tier-one solution for digital asset hedge fund managers. During 2025 AKJ’s AUM has increased on the back of positive market movements in equities and crypto assets and its own Token, AKJx was listed in early 2025. For the year ended 31 December 2024, AKJ reported revenue of USD 19.4m. As at 30 June 2025, AKJ had 35 funds operating on its platform, and reported AUM of USD 609.2m and total ecosystems assets were at an all-time high of USD 2.0bn. Sector Technology Fair Value £’000s 15,093 % of total investments 6.1% Sector Financial Services Fair Value £’000s 10,173 % of total investments 4.1% 78 RETURNS 3 0.1% RETURNS 12.5% ![]() 24 25 UIL Limited Report and Accounts for the year to 30 June 2025 Carebook Technologies is a digital health company providing employee health and wellness solutions to employers globally. In February 2025, UIL acquired the remaining shares in Carebook that it did not already own at a price of CAD 0.10 per share and Carebook was delisted from the Toronto Stock Exchange. For the year ended 31 December 2024, Carebook reported a 17% increase in revenue to CAD 14.3m and an adjusted EBITDA of CAD 0.2m (an improvement of CAD 1.0m on 2023). The growth in revenue was primarily driven by existing clients as opposed to new client licenses. During 2025 Carebook launched its Corehealth Now, (focused on small and medium sized employers) and Corehealth Pro, (bespoke offerings to large employers with significant development costs) propositions. This has allowed Carebook to engage in more prospecting and outbound sales activity whilst targeting different sectors of the market and by offering standard product suites to employers through Corehealth. West Hamilton is a Bermuda listed investment and management company with a property asset in Bermuda. West Hamilton owns The Belvedere Residences, a mixed-use building housing nine executive condominiums, a penthouse office suite and a gymnasium. The Belvedere Residences is fully occupied with all commercial space let, six apartments let on leases and three apartments sold. For the year ended 30 September 2024 West Hamilton reported revenue of USD 1.4m (September 2023: USD 3.0m) and net operating income for the year of USD 0.2m (September 2024: USD 2.6m). Total assets as at 30 September 2024 were USD 20.2m (September 2023: USD 44.0m). Shareholders equity as at 30 September 2024 was USD 15.6m (September 2023: USD 35.4m) with the decrease of USD 19.8m being approximately the same as the dividends paid to shareholders. Sector Technology Fair Value £’000s 7,126 % of total investments 2.9% Sector Infrastructure Investments Fair Value £’000s 6,289 % of total investments 2.5% 910 VALUATION 72.7% VALUATION 56.2% ### TEN LARGEST HOLDINGS (continued) ![]() 25 Report and Accounts for the year to 30 June 2025 24 25 UIL Limited Report and Accounts for the year to 30 June 2025 ORDINARY SHARES The number of ordinary shares in issue, and the voting rights, as at 30 June 2025 was 92,887,179 shares. The ordinary shares are entitled to all the revenue profits of the Company available for distribution and resolved to be distributed by the Directors by way of a dividend. The Directors consider the payment of dividends on a quarterly basis. On a winding up, holders of ordinary shares will be entitled, after payment of all debts and the satisfaction of all liabilities of the Company, to the winding up revenue profits of the Company and thereafter, after paying to UIL Finance for its ZDP shareholders their accrued capital entitlement, to all the remaining assets of the Company. ZDP SHARES The ZDP shares are issued by UIL Finance, a wholly owned subsidiary of UIL. The ZDP shares carry no entitlement to income and the whole of any return will take the form of capital. 2026 ZDP SHARES 25,000,000 2026 ZDP shares were in issue as at 30 June 2025, of which 2,309,620 were held by UIL. The 2026 ZDP shares rank for payment in priority to the ordinary shares (save for any undistributed revenue profit on winding up) and the 2028 ZDP shares but rank behind the Company’s borrowings for capital repayment of 151.50p per 2026 ZDP share on 31 October 2026. The capital repayment is equivalent to a redemption yield of 5.00% per annum based on the initial capital entitlement of 100.00p. 2028 ZDP SHARES 25,000,000 2028 ZDP shares were in issue as at 30 June 2025, of which 778,735 were held by UIL. The 2028 ZDP shares rank for payment in priority to the ordinary shares (save for any undistributed revenue profit on winding up) but rank behind the Company’s borrowings and the 2026 ZDP shares for capital repayment of 152.29p per 2028 ZDP share on 31 October 2028. The capital repayment is equivalent to a redemption yield of 5.75% per annum based on the initial capital entitlement of 100.00p. BORROWINGS As at 30 June 2025, UIL had borrowings of £19.5m. SENSITIVITY OF RETURNS AND RISK PROFILES Ordinary shares rank behind the ZDP shares (save for any undistributed revenue profit on a winding up) and the Company’s borrowings such that they represent a geared instrument. For every £100 of gross assets of the Company as at 30 June 2025, the ordinary shares could be said to be interested in £67.10 of those assets after deducting the prior claims as above. This makes the ordinary shares more sensitive to movements in gross assets. Based on these amounts, a 1.0% movement in gross assets would change the NAV attributable to ordinary shares by 1.5%. The interest cost of UIL’s borrowings, combined with the annual accruals in respect of ZDP shares, represents a blended rate of 6.6% as at 30 June 2025. Based on their final entitlement of 151.50p per share, the final entitlement of the 2026 ZDP shares was covered 4.40 times by gross assets as at 30 June 2025. Should the gross assets fall by 77.3% over the remaining life of the 2026 ZDP shares, then the 2026 ZDP shares would not receive their final entitlement in full. Should gross assets fall by 92.3%, equivalent to an annual fall of 85.3%, the 2026 ZDP shares would receive no payment at the end of their life. Based on their final entitlement of 152.29p per share, the final entitlement of the 2028 ZDP shares was covered 2.64 times by gross assets as at 30 June 2025. Should the gross assets fall by 62.2% over the remaining life of the 2028 ZDP shares, then the 2028 ZDP shares would not receive their final entitlement in full. Should gross assets fall by 77.3%, equivalent to an annual fall of 35.8%, the 2028 ZDP shares would receive no payment at the end of their life. ### CAPITAL STRUCTURE UIL has a geared balance sheet structure, with the ordinary shares leveraged by the ZDP shares and borrowings. ![]() 26 UIL Limited ### ZDP SHARES ZDP SHARES 1 (pence) 30 June 2025 30 June 2024 % change 2025/24 2026 ZDP shares Capital entitlement 2 per ZDP share 141.95 135.15 5.0 ZDP share price 137.00 119.00 15.1 2028 ZDP shares Capital entitlement 2 per ZDP share 126.39 119.49 5.8 ZDP share price 118.00 98.00 20.4 1 Issued by UIL Finance, a wholly owned subsidiary of UIL 2 See page 25 TOTAL BORROWINGS Jun 2018 £’000s Jun 2019 £’000s Jun 2020 £’000s Jun 2021 £’000s Jun 2022 £’000s Jun 2023 £’000s Jun 2024 £’000s Jun 2025 £’000s 2018 ZDP 50,858 2020 ZDP 51,940 55,387 59,087 2022 ZDP 55,873 59,499 63,407 48,052 51,166 2024 ZDP 29,408 31,582 33,250 34,996 36,833 38,765 40,778 2026 ZDP 11,275 13,474 24,791 25,299 27,589 29,005 30,513 32,116 2028 ZDP 23,726 25,225 26,819 28,505 30,068 Total 199,354 159,942 180,535 132,073 140,813 94,589 99,796 62,184 Loans and other debt 3 28,495 50,971 54,402 45,437 54,907 45,329 1,365 18,572 Total debt 227,849 210,913 234,937 177,510 195,720 139,918 101,161 80,756 Blended interest rate % 6.1 5.5 5.2 4.5 4.7 5.7 5.2 6.6 3 includes net bank overdrafts ZDP SHARES – TIMES COVERED BY UIL’S GROSS ASSETS 4 Jun 2018 Jun 2019 Jun 2020 Jun 2021 Jun 2022 Jun 2023 Jun 2024 Jun 2025 2018 ZDP 6.50 2020 ZDP 3.71 4.92 4.23 2022 ZDP 2.44 2.97 2.58 5.41 3.83 2024 ZDP 1.84 2.42 2.11 3.83 2.80 3.57 5.49 2026 ZDP 1.63 2.08 1.81 3.03 2.23 2.49 2.96 4.40 2028 ZDP 2.50 1.85 1.90 2.02 2.64 4 Gross assets divided by the aggregate redemption liabilities of the ZDP shares and any borrowings ranking in priority to the ZDP shares. Source: ICM ![]() 27 Report and Accounts for the year to 30 June 2025 ### STRATEGIC REPORT PRINCIPAL ACTIVITY UIL carries on business as an investment company and its principal activity is portfolio investment. INVESTMENT OBJECTIVE UIL’s investment objective is to maximise shareholder returns by identifying and investing in investments worldwide where the underlying value is not fully recognised. STRATEGY AND BUSINESS MODEL UIL invests in accordance with the objective set out above. The Board is collectively responsible to shareholders for the long-term success of the Company. Since the Company has no employees, it outsources its activities to third party service providers, including the appointment of external investment managers to deliver investment performance. The Board oversees and monitors the activities of the service providers with the Board setting investment policy and risk guidelines, together with investment limits. ICMIM, an English incorporated company authorised and regulated by the Financial Conduct Authority (“FCA”) as an alternative investment fund manager (“AIFM”) pursuant to the AIFM Regulations, is the Company’s AIFM and joint portfolio manager alongside ICM. The investment team responsible for the management of the portfolio is headed by Duncan Saville and Charles Jillings. ICMIM and ICM, operating under guidelines determined by the Board, have direct responsibility for the decisions relating to the day to day running of the Company and are accountable to the Board for the investment, financial and operating performance of the Company. Other service providers include JP Morgan Chase Bank N.A. – London Branch which provides administration services, JPMorgan Chase Bank N.A. – Jersey which provides custodial services, J.P. Morgan Europe Limited (“JPMEL”) which acts as the Company’s Depositary under the AIFM Regulations and Computershare Investor Services which acts as registrar. ICM has also been appointed Company Secretary. INVESTMENT POLICY UIL’s investment policy is to identify and invest in opportunities where the underlying value is not fully recognised. This perceived undervaluation may arise from factors such as technological change, market motivation, prospective financial engineering opportunities, competition, underperforming management or shareholder apathy. UIL aims to maximise value for shareholders through a relatively concentrated portfolio of investments including separate closed-end investment companies (“Platforms”) which have been or will be established to focus on investments in dedicated market sectors. UIL has the flexibility to invest in shares, bonds, convertibles, and other types of securities, including non-investment grade bonds and to invest in unlisted securities. UIL may also invest in other investment companies or vehicles, including any managed by the Investment Managers, where such investment would be complementary to UIL’s investment objective and policy. UIL may also use derivative instruments such as American Depositary Receipts, promissory notes, foreign currency hedges, interest rate hedges, contracts for difference, financial futures, call and put options and warrants and similar instruments for investment purposes and efficient portfolio management, including protecting UIL’s portfolio and balance sheet from major corrections and reducing, transferring, or eliminating investment risks in its investments. These investments will be long term in nature. UIL has the flexibility to invest in markets worldwide although investments in the utilities and infrastructure sectors are principally made in the developed markets of Australasia, Western Europe, and North America, as UIL’s exposure to the emerging markets infrastructure and utility sectors is primarily through its holding in UEM. UIL has the flexibility to invest directly in these sectors in emerging markets with the prior agreement of UEM. UIL believes it is appropriate to support investee companies with their capital requirements whilst at the same time maintaining an active and constructive shareholder approach through encouraging a review of the capital structure and business efficiencies. The Investment Managers’ team maintains regular contact with investee companies and UIL may often be among the largest shareholders. There are no limits on the proportion of an investee company that UIL may hold and UIL may take legal or management control of a company from time to time. ![]() 28 29 UIL Limited Report and Accounts for the year to 30 June 2025 There will be no material change to the investment policy (including the investment limits and the borrowing limits) without the prior approval of shareholders. Any such change would also require the approval of the ZDP shareholders. INVESTMENT LIMITS The Board has prescribed the following limits on the investment policy, all of which are at the time of investment unless otherwise stated. There are no fixed limits on the allocation of investments between sectors and markets, however the following investment limits apply: • investments in unlisted companies will, in aggregate, not exceed 25% of gross assets at the time that any new unlisted investment is made. This restriction does not apply to loans to listed Platforms; • no single investment will exceed 30% of gross assets at the time such investment is made, save that this limit shall not prevent the exercise of warrants, options or similar convertible instruments acquired prior to the relevant investment reaching the 30% limit. This restriction does not apply to investments in any Platform; and • no single investment in a Platform will exceed 50% of gross assets at the time such investment is made, save that this limit shall not prevent the exercise of warrants, options or similar convertible instruments acquired prior to the relevant investment reaching the 50% limit and provided that no single investment held by such Platform will exceed 30%. of the gross assets at the time such investment is made on a look through basis. Where UIL directly or indirectly owns 100% of the issued ordinary share capital of any company that holds an underlying investment portfolio, the investment limits set out above will be applied to, and take into account, the underlying investee companies on a look through basis and will not be applied to, or take into account, any such intermediate holding company. None of the above restrictions will require the realisation of any of UIL’s assets where any restriction is breached as a result of an event outside of the control of the Investment Managers which occurs after the investment is made, but no further relevant assets may be acquired, or loans made by UIL until the relevant restriction can again be complied with. BORROWING LIMITS Under UIL’s Bye-laws, the Group is permitted to borrow (excluding the gearing provided through the Group’s capital structure) an aggregate amount equal to 100% of its gross assets. Borrowings may be drawn down in any currency appropriate for the portfolio. However, the Board has set a current limit on gearing (being total borrowings excluding ZDP shares measured against gross assets) not exceeding 33.3% at the time of draw down. Borrowings may be drawn down in Sterling, US Dollars, or any currency for which there are corresponding assets within the portfolio (at the time of draw down, the value drawn must not exceed the value of the relevant assets in the portfolio). As at 30 June 2025 the Company’s borrowings comprised a loan from GPLPF of £19.5m. DIVIDEND POLICY The Board’s objective is to maintain or increase the total annual dividend. Dividends are expected to be paid quarterly each year in December, March, June and September. In determining dividend payments, the Board will take account of factors such as income forecasts, retained revenue reserves, the Company’s dividend payment record and Bermuda law. The Board also has the flexibility to pay dividends from capital reserves. RESULTS AND DIVIDENDS Details of the Company’s performance are set out in the Investment Managers’ Report. The results for the year ended 30 June 2025 are set out in the attached accounts. The dividends in respect of the year, which total 8.00p, have been declared by way of four interim dividends. KEY PERFORMANCE INDICATORS Delivery of shareholder value is achieved through the increase in capital value of the Company’s shares and by its income return. The Board reviews performance by reference to a number of Key Performance Indicators (“KPIs”) that include the following: • NAV total return relative to the FTSE All-Share Index • Share price ### STRATEGIC REPORT (continued) ![]() 28 29 UIL Limited Report and Accounts for the year to 30 June 2025 • Share price discount to NAV • Revenue earnings • Dividends per share • Ongoing charges figure While some elements of performance against KPIs are beyond management control, they provide measures of the Group’s absolute and relative performance and are therefore monitored by the Board on a regular basis. These KPIs fall within the definition of Alternative Performance Measures under guidance issued by the European Securities and Markets Authority and additional information explaining how these are calculated is set out on pages 101 to 103. 30 June 2025 2024 NAV total return (%) 14.7 (15.3) FTSE All-Share total return Index (%) 11.2 13.0 Share price (pence) 118.00 103.50 Discount to NAV (%) 34.2 36.9 Percentage of issued shares bought back during the year (based on opening share capital) (%) 0.5 0.0 Revenue earnings per share (pence) 11.91 10.15 Dividends per share (pence) 8.00 8.00 Ongoing charges figure – excluding performance fees (%) 2.8 2.8 The ten year record on page 104 shows historic data for the Company. Discount to NAV: The Board monitors the premium/ discount at which the Company’s shares trade in relation to the assets. During the year the Company’s shares traded at a discount relative to NAV in a range of 23.1% to 39.2% and an average discount of 33.4%. The Board and the Investment Managers closely monitor both movements in the Company’s share price and significant dealings in the shares. In order to avoid substantial overhangs or shortages of shares in the market the Board asks shareholders to approve resolutions which allow for the buyback of shares and their issuance which can assist in the management of the discount. A total of 459,938 shares were bought back and cancelled during the year ended 30 June 2025, representing 0.5% of the Company’s opening issued share capital. Earnings and dividends per share: As referred to in “Dividend Policy” above, the Board’s objective is to maintain or increase the total annual dividend. The Board and the Investment Managers attach great importance to maintaining dividends per share since dividends form a key component of the total return to shareholders. The Board declared four quarterly dividends of 2.00p per share in respect of the year ended 30 June 2025. The fourth quarterly dividend will be paid on 24 October 2025 to shareholders on the register as at 3 October 2025. The total dividend for the year was 8.00p per share (2024: 8.00p per share). Ongoing charges: These are calculated in accordance with the industry measure of costs as a percentage of NAV. The expenses of the Company are reviewed at every Board meeting, with the aim of managing costs incurred and their impact on performance. The ongoing charges figure appears high when compared to other investment companies as the expenses are expressed as a percentage of average net assets (after the deduction of the ZDP shares) and comprises all operational, recurring costs that are payable by the Company or incurred within underlying investee funds. This ratio is sensitive to the size of the Company as well as the level of costs. OVERVIEW OF THE INVESTMENT VALUATION PROCESS In preparing UIL’s half yearly and annual financial accounts, the most important accounting judgements and estimates relate to the carrying value of the unlisted investments which are stated at fair value. As at 30 June 2025, 80.9% of UIL’s investment portfolio consisted of level 3 investments that were valued using inputs that were not based on observable market data. Given the importance of this area to the integrity of the financial reporting, the Board and the Investment Managers carefully review the valuation policies and processes and the individual valuation methodologies at each reporting date. However, the valuation of unlisted securities is inherently subjective, as it is made on the basis of assumptions which may not prove to be accurate. As detailed in note 30 to the accounts, small changes to inputs may result in material changes to the carrying value of the investments. ![]() 30 31 UIL Limited Report and Accounts for the year to 30 June 2025 VALUATION PROCESS UIL’s valuation policy is the responsibility of the Board, with additional oversight and annual review from the Audit & Risk Committee. The policy is reviewed at least annually. The valuation of the unlisted investments is the responsibility of the Board, with valuation support and analysis provided by the Investment Managers’ valuation team. The investment portfolio is valued at fair value and this is achieved by valuing each investment using an appropriate valuation technique and applying a consistent valuation approach for all investments. The concept of fair value is key to the valuation process and is defined as “the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date” (International Private Equity and Venture Capital (“IPEV”) guidelines, December 2022). Maximum use is made of market-based information and the valuation methodologies used are those generally used by market participants. Valuations are compliant with IFRS fair value guidelines and guidelines issued by the IPEV valuation board, which set out recommended practice for fair valuing of unlisted investments within the IFRS framework. The valuation of unlisted investments requires the exercise of judgment, and every effort is made to ensure that this judgment is applied objectively and is not used to overstate or understate the valuation result. The Board reviews the unlisted valuations at each meeting and in conjunction with UIL’s external financial reporting process. The Board receives a detailed report from the Investment Managers’ valuation team recommending a proposed valuation for each of UIL’s investments. The report includes details of all material valuations, explanations for movements and confirmation of the valuation process adopted. Representatives of the Investment Managers are in attendance at these meetings to answer any questions the Board may have on the valuation process and the choice of valuation techniques and inputs. The Board reviews and challenges the assumptions behind the unlisted asset valuations. VALUATION METHODOLOGIES The valuation of each of UIL's unlisted investments is normally determined by using one of the following valuation methodologies and, depending on the investment and relevance of the approach, any or all of these valuation methods could be used. Earnings Multiples This valuation methodology is used where the investment is profitable and where a set of comparable listed companies with similar characteristics to its holding can be determined. As these investments are not traded on an active market, the valuations are then adjusted by a liquidity discount with the discount varying depending on the nature of the underlying investment entity and its sector and whether restrictions exist on UIL’s ability to sell the asset in an orderly fashion. In certain instances, UIL may use a revenue multiple approach if this is deemed more appropriate. It is UIL’s policy to use reported earnings adjusted for non-recurring items, which are typically sourced from the investee companies’ management accounts or audited financial reports. In certain cases, current or projected maintainable earnings provide a more reliable indicator of the company’s performance and in these instances an estimate of maintainable earnings is used in the valuation calculation. Multiples are derived from comparable listed companies in the same business sector. Adjustments are made for relative performance versus the comparables and other company specific factors including size, product offering and growth rates. Discounted Cash Flow This methodology may be used for valuing investments with long term stable cash flows and uses maintainable earnings discounted at appropriate rates to reflect the value of the business. Generally, the latest historical accounts are used unless reliable forecast results for the current year are available. Earnings are adjusted where appropriate for exceptional or non-recurring items. Net Assets This valuation technique derives the value of an investment by reference to the value of its net assets. This is used for investments whose value derives mainly from the underlying fair value of their assets rather than their earnings, such as unlisted fund investments, property holding companies and other investment businesses. In addition, this valuation approach may also be used for investments that are not making an ### STRATEGIC REPORT (continued) ![]() 30 31 UIL Limited Report and Accounts for the year to 30 June 2025 adequate return on assets and for which a greater value can be realised by liquidating the business and selling its assets. For unlisted investment companies and limited partnerships, the fair value estimate is based on a summation of the estimated fair value of the underlying investments attributable to the investor. This fund NAV approach may be used where there is evidence that the valuation is derived using fair value principles and the most recent available fund NAV may be adjusted to take account of changes or events to UIL’s reporting date. Recent Investments For an initial or recent transaction, UIL may value its investment using the recent transaction price for a limited period following the transaction, where the transaction price continues to be representative of fair value. Imminent Investment Realisation Where realisation of an investment or a flotation of an investment is imminent and the pricing of the relevant transaction has been substantially agreed, a discount to the expected realisation proceeds or flotation value valuation technique is used. Judgement is applied as to the likely eventual exit proceeds and certainty of completion. This technique is only utilised where a sale or flotation process is materially complete, and the remaining risks are estimated to be small. Note 30 to the accounts sets out more details on UIL’s unlisted investments and the valuation methodologies adopted. 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. KEY RISK FACTORS 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. ![]() 32 33 UIL Limited Report and Accounts for the year to 30 June 2025 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. ### STRATEGIC REPORT (continued) ![]() 32 33 UIL Limited Report and Accounts for the year to 30 June 2025 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. VIABILITY STATEMENT The Board makes an assessment of the longer-term prospects of the Company beyond the timeframe envisaged under the going concern basis of accounting, having regard to the Company’s current position and the principal risks it faces. The Company is a long-term investment vehicle and the Board believes that it is appropriate to assess the Company’s viability over a long-term horizon. For the purposes of assessing the Company’s prospects in accordance with provision 31 of the UK Corporate Governance Code, the Board considers that assessing the Company’s prospects over a period of five years is appropriate given the nature of the Company and its investment objective and appropriately reflects the long-term strategy of the Company. In its assessment of the viability of the Company, the Board has considered the Company's prospects and outlook, each of the Company’s principal risks and uncertainties detailed above, as well as the impact of a significant fall in world equity and foreign exchange markets on the value of the Company’s investment portfolio and the Company’s ability to repay the £95.5m ultimate liability in respect of the 2026 and 2028 ZDP shares and its borrowings. The Board is also satisfied that it operates an effective risk management process and has concluded a robust assessment of the principal risks facing the Company. The Board has also considered the Company’s income and expenditure projections and the fact that the Company’s operating expenses comprise a very small percentage of net assets while a material proportion of the Company’s investments comprise listed securities which could likely be sold to meet funding requirements, if necessary. The Board continues to consider the key risks set out in this Strategic Report, the controls and actions to mitigate these risks and the prospects for the Company’s portfolio holdings and has concluded that they are unlikely to affect the going concern status or viability of the Company. As part of this assessment the Board considered a number of stress tests, including short term reverse stress testing, and scenarios which considered the impact of severe stock market and currency volatility on shareholders’ funds over a five-year period. Initially, the Company’s projections were adjusted to reflect a material reduction in the value of its investments in line with that experienced during the emergence of the Covid-19 pandemic in the first quarter of 2020. The first stress test considered a fall in the market of 40% in the first year with recovery of 10% per annum thereafter. A second test considered a fall in the markets of 20% and adverse sterling movement, the Company’s reporting currency, of 10% in the first year with a further fall in markets of 20% in the second year and no movement thereafter. The results demonstrated the impact on the Company’s NAV, its expenses, and its ability to meet its liabilities over that period. As a result of this analysis, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years. PROMOTING THE SUCCESS OF THE COMPANY Although the Company is domiciled in Bermuda, the Board has considered the guidance set out in the AIC Code of Corporate Governance in relation to Section 172 of the UK Companies Act 2006. This imposes a duty on the Directors to promote the success of the Company for the benefit of its members as a whole and includes having regard (amongst other matters) to fostering relationships with the Company’s stakeholders and ![]() 34 35 UIL Limited Report and Accounts for the year to 30 June 2025 34 UIL Limited maintaining a reputation for high standards of business conduct. As an externally managed investment company, UIL has no employees, customers, operations or premises. Therefore, the Company’s key stakeholders (other than its shareholders) are considered to be its service providers, including lenders. The need to promote business relationships with the service providers and maintain a reputation for high standards of business conduct is central to the Directors’ decision making. The Directors believe that fostering constructive and collaborative relationships with the Company’s service providers will assist in their promotion of the success of the Company for the benefit of all shareholders and their performance is monitored by the Board and its committees. The principal service provider is the Investment Managers, who are responsible for managing the Company’s assets in order to achieve its stated investment objective, and the Board maintains a good working relationship with them. Whilst strong long term investment performance is essential, the Board recognises that to provide an investment vehicle that is sustainable over the long term, both it and the Investment Managers must have regard to ethical and environmental issues that impact society. Accordingly, ESG considerations are an important part of the Investment Managers’ investment process as explained more fully below. The Board seeks to engage with the Investment Managers and its other service providers in a collaborative and collegiate manner, whilst also ensuring that appropriate and regular challenge is brought, and evaluation conducted. The aim of this approach is to enhance service levels and strengthen relationships with a view to ensuring the interests of the Company’s shareholders are best served by keeping cost levels proportionate and competitive, and by maintaining the highest standards of business conduct. The Directors aim to act fairly as between the Company’s shareholders and the approach to shareholder relations is summarised in the Corporate Governance Statement on pages 45 to 49. The Chairman is available to meet with shareholders as appropriate and the Investment Managers meet regularly with shareholders and their respective representatives, reporting back on views to the Board. Shareholders may also communicate with the Company at any time by writing to the Board at the Company’s registered office or contacting the Company’s broker. These communication opportunities help inform the Board when considering how best to promote the success of the Company for the benefit of all shareholders over the long term. RESPONSIBLE INVESTMENT POLICY The Board believes that it is in the shareholders’ interests to consider ESG factors when selecting and retaining investments, and has asked the Investment Managers to take these into account when investing. The concept of responsible investing has always been a core component of the investment process and the Investment Managers employ a disciplined investment process that seeks to both uncover opportunities and evaluate potential risks, while striving for the best possible return outcomes. When reviewing any investment opportunity, the Investment Managers look to understand the relevant ESG issues in conjunction with the financial, macro and political drivers as part of their investment process, populating an internally built ESG framework due to lack of appropriate coverage from external providers. Relevant and material ESG opportunities and risks can meaningfully affect investment performance, therefore the consideration of ESG issues forms part of the integrated research analysis, decision-making and ongoing monitoring. The Investment Managers believe that “G” is the core foundation on which all else is built, as strong governance within a company ensures that minority shareholder interests are aligned with other shareholders, management and stakeholders. The Investment Managers’ “G” assessment therefore includes questions covering shareholders’ rights, transparency and related parties, as well as audit and accounting, board composition and effectiveness, executive oversight and compensation. Each area is assessed and weighted, and the Investment Managers then apply an aggregated weighting towards “G” in line with the strong empirical evidence linking robust corporate governance and performance. The “E” and “S” are also focal points for the Investment Managers, as assessing key environmental and social risks are essential to a long-term sustainable business model. The Investment Managers identify the most material “E” and “S” risks that are believed to affect each sector. Once identified, many investees are ### STRATEGIC REPORT (continued) ![]() 34 35 UIL Limited Report and Accounts for the year to 30 June 2025 then assessed against each risk. The results from this analysis feed into an “E” and “S” score for each company reflecting, for each material risk, whether suitable/ sustainable strategies are in place, how clear the company has been in disclosing its approach and how well it is doing against its objective to manage such risk. Where a portfolio company is assessed as having a relatively low 'E', 'S', and/or 'G' score, ICM may engage with the company, where appropriate, to encourage improvements over time. ESG considerations provide a way to identify and review the long-term drivers of an investment that are not found within the financial accounts, thereby enabling the Investment Managers to fully question a company’s investment potential from a few perspectives. Where possible, the Investment Managers aim to visit companies to access an in-person opportunity to ask management teams what they perceive to be the key operational, social, and environmental issues, as well as a chance to see assets operating first-hand. ESG disclosures are not always easy to understand given they may not be openly reported or consistently disclosed. The Investment Managers believe that engaging with companies directly is the best first step. Where necessary, the Investment Managers will question and challenge an investee company’s management team directly to ensure a full understanding of any challenges and opportunities. Given the Investment Managers are long term investors, engagement with management teams is and will remain paramount to the investment approach. On behalf of UIL as shareholder, the Investment Managers seek to engage with investee companies, where appropriate, to encourage the incorporation of stronger ESG principles and to vote in a considered manner (including against resolutions) to support positive change. As referred to above, the Investment Managers believe that governance factors are fundamental to an investment. ICM is a signatory to the United Nations-supported Principles of Responsible Investment, which is an international network of investors working together to implement its six aspirational principles. The Investment Managers believe that good stewardship is essential and these principles align with their philosophy to protect and increase the value of UIL's investments. MODERN SLAVERY ACT Due to the nature of the Company’s business, being a company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 because it has no turnover. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company’s supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter. GENDER DIVERSITY The Board currently consists of three male directors and one female director. As reported in the Chairman’s Statement, Ms Hill will be stepping down from the Board following the conclusion of the AGM and it is planned to continue with a Board of three male directors. The Company has no employees and therefore there is nothing further to report in respect of gender representation within the Company. The Company’s policy on diversity is detailed in the Corporate Governance Statement on page 48. GREENHOUSE GAS EMISSIONS AND STREAMLINED ENERGY AND CARBON REPORTING (“SECR”) All the Company’s activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from its operations. In addition, the Company considers itself to be a low energy user under the SECR regulations and therefore is not required to disclose energy and carbon information. BRIBERY ACT The Company has a zero tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly. The Investment Managers also adopt a zero tolerance approach and have policies and procedures in place to prevent bribery. CRIMINAL FINANCE ACT The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion. SOCIAL, HUMAN RIGHTS AND COMMUNITY MATTERS As an externally-managed investment company, the Company does not have any employees or maintain any premises. It therefore has no material, direct impact ![]() 36 37 UIL Limited Report and Accounts for the year to 30 June 2025 on the environment or any particular community and the Company itself has no environmental, human rights, social or community policies. The Board, however, notes the Investment Managers’ policy statement in respect of responsible investing, as outlined on pages 34 and 35. OUTLOOK The Board’s main focus is on the achievement of the Company’s objective of delivering a long-term total return and the future of the Company is dependent upon the success of its investment strategy. The outlook for the Company is discussed in the Chairman’s Statement and the main trends and factors likely to affect the future development, performance and position of the Company’s business can be found in the Investment Managers’ Report. This Strategic Report was approved by the Board of Directors on 29 September 2025. By order of the Board ICM Limited Company Secretary 29 September 2025 ### STRATEGIC REPORT (continued) ![]() 36 37 UIL Limited Report and Accounts for the year to 30 June 2025 CHARLES JILLINGS Charles Jillings, a director of ICM and chief executive of ICMIM, is responsible for the day-to-day running of UIL and the investment portfolio. He qualified as a chartered accountant and has extensive experience in corporate finance and asset management. He is an experienced director having previously been a non-executive director of Special Utilities Investment Trust PLC, Utilico Emerging Markets Limited and other companies in the financial services, water and waste sectors. He is currently a director of Somers Limited, W1M and ICM Mobility Group Limited. ### INVESTMENT MANAGERS AND TEAM ICMIM, a company authorised and regulated by the FCA, was the Company’s AIFM during the year ended 30 June 2025 with sole responsibility for risk management, subject to the overall policies, supervision, review and control of the Board and is joint portfolio manager of the Company, alongside ICM. The Investment Managers are focused on finding investments at valuations that do not reflect their true long term value. Their investment approach is to have a deep understanding of the business fundamentals of each investment and its environment versus its intrinsic value. The Investment Managers are long term investors. DUNCAN SAVILLE Duncan Saville, a director of ICM, is a chartered accountant with experience in corporate finance and asset management. He was formerly a non-executive director of Special Utilities Investment Trust PLC and Utilico Investment Trust plc and is an experienced non-executive director having been a director of multiple companies in the financial services, utility, mining and technology sectors. He is currently a non-executive director of ASX listed Resimac Group Limited, Somers Limited, Zeta Resources Limited and ICM Mobility Group Limited. ICM has approximately # USD 1.3bn of assets directly under management. ICM has over 80 staff based in offices in Bermuda, Brazil, Cape Town, Dublin, London, Seoul, Singapore, Sydney, Vancouver and Wellington. UIL has a broad investment mandate. To better execute the mandate UIL has set up a number of platforms to focus the investment process and decisions. The Investment Managers have mirrored these platforms in establishing investment teams dedicated to each. The investment teams are led by Duncan Saville and Charles Jillings. ![]() 38 39 UIL Limited Report and Accounts for the year to 30 June 2025 UTILITIES & INFRASTRUCTURE Jacqueline Broers, joint portfolio manager of UEM, has been involved in the running of UIL and UEM since September 2010. She is focused on the infrastructure and utilities sectors worldwide with particular emphasis on emerging markets. She is a qualified chartered accountant and, prior to joining the investment team, worked in the corporate finance team at Lehman Brothers and Nomura. Mark Lebbell has been involved in the running of UIL and UEM since their inception and before that was involved with Utilico Investment Trust plc and The Special Utilities Investment Trust PLC since 2000. He is focused on the communications sector worldwide with particular emphasis on emerging markets. He is an associate member of the Institute of Engineering and Technology. RESOURCES Tristan Kingcott joined ICM in 2018 and is based in Vancouver, Canada. He is the portfolio manager for Zeta Resources Limited and responsible for ICM’s Canadian office. He is focused on the resources sector worldwide, and on the technology and financial services sectors in North America. He has over fourteen years’ experience in financial and commercial analysis. He holds a Bachelor of Commerce degree in finance from the University of Alberta, Canada, is a CFA Charterholder and a Member of the CFA Society in Vancouver. Core teams assisting them at a senior level are: Alasdair Younie is Chief Executive Officer and a director of ICM. He is responsible for the day to day running of the Somers Group, and has significant experience in financial markets and corporate finance. He worked for six years within the corporate finance department of Arbuthnot Securities Limited in London. He is a director of Somers Limited, Carebook Technologies Inc and West Hamilton Holdings Limited and is a member of the Institute of Chartered Accountants in England and Wales. TECHNOLOGY Jason Cheong is the Managing Director of ICM AU Pty Ltd and holds various technology portfolio directorships, including Diraq Pty Ltd. He has fourteen years’ experience in private markets investing across venture capital and private equity in Australia and the United Kingdom. Prior to joining ICM, he was a private equity investor at Brookfield Asset Management and a mergers and acquisitions lawyer at Baker & McKenzie, LLP. He is a qualified solicitor, admitted to practice in Australia. FINANCIAL SERVICES COMPANY SECRETARY, ICM LIMITED Alastair Moreton joined ICM in 2017 to provide company secretarial services to the Company and to UEM. He is a chartered accountant and has over thirty years’ experience in corporate finance with Samuel Montagu, HSBC, Arbuthnot Securities and, prior to joining ICM, Stockdale Securities, where he was responsible for the company’s closed-end fund corporate clients. ### INVESTMENT MANAGERS AND TEAM (continued) ![]() 39 Report and Accounts for the year to 30 June 2025 38 39 UIL Limited Report and Accounts for the year to 30 June 2025 ### DIRECTORS PETER DURHAGER\* Peter Durhager was appointed a Director and Chairman of the Audit & Risk Committee in March 2024. Mr Durhager has over twenty five years of experience in financial, telecommunications and energy sectors. He is currently an executive director of the Allan & Gill Gray Foundation and a non-executive director of Harrington Re. He was formerly the President of RenaissanceRe Services Ltd and EVP & Chief Administrative Officer of RenaissanceRe Holdings Ltd. He was also formerly the Chairman of Ascendant Group Limited, America’s Cup Bermuda, Somers Limited and the Bermuda Community Foundation. STUART BRIDGES \* (CHAIRMAN) Stuart Bridges was appointed a Director in October 2019 and Chairman in March 2024. He is chief financial officer of Inigo Limited, a nonlife insurance group operating out of Lloyds of London. He is a chartered accountant and his previous roles included chief financial officer of Control Risks Group, Nex Group plc (formerly ICAP plc) and Hiscox plc. Prior to Hiscox, he held various senior positions in a number of financial services companies in the United Kingdom and United States including Henderson Global Investors. ALISON HILL \* Alison Hill, FCMA, CGMA, was appointed a Director in November 2015. Ms Hill has over thirty years’ experience in global corporations in the financial services sector and was formerly an executive director and chief executive officer of The Argus Group in Bermuda, which provides insurance, retirement and financial services. Ms Hill is a trustee and a member of committees of a number of non-corporate organisations in Bermuda. Ms Hill is a Fellow of the Chartered Institute of Management Accountants and a Chartered Global Management Accountant. DAVID SHILLSON David Shillson, LLM (Hons), who was appointed a Director in November 2015, is an experienced corporate and commercial lawyer and a senior partner of Dentons Kensington Swan, the New Zealand member of Dentons, the global law firm. He has acted for a variety of clients, particularly in acquisitions and investment structuring, advising on transactional and governance matters across the utilities, transport, energy, technology and finance sectors. Mr Shillson is a member of the New Zealand Law Society and the New Zealand Institute of Directors. \* Independent Director and member of the Audit & Risk Committee and Management Engagement Committee ![]() 40 41 UIL Limited Report and Accounts for the year to 30 June 2025 40 UIL Limited The Directors present the Annual Report and Accounts of the Company for the year ended 30 June 2025. STATUS OF THE COMPANY UIL is a Bermuda exempted closed-end investment company with registration number 39480. The Company’s ordinary shares are admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange and have a secondary listing on the Bermuda Stock Exchange. UIL Finance’s ZDP shares are listed in the Non-equity shares and non-voting equity shares category of the Official List of the Financial Conduct Authority and are traded on the Main Market of the London Stock Exchange. UIL is a member of the AIC in the UK. The Company’s subsidiary undertaking, UIL Finance, carries on business as an investment company. THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (“AIFMD”) The Company is a non-EU Alternative Investment Fund (“AIF”) for the purposes of the AIFMD. The Company has appointed ICMIM, an English incorporated company which is regulated by the FCA, as its AIFM, with sole responsibility for risk management and ICM and ICMIM jointly to provide portfolio management services. The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. An Investor Disclosure Document, which sets out information on the Company’s investment strategy and policies, leverage, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder information, is available on the Company’s website at www.uil.limited. UIL has also appointed JPMEL as its depositary services provider. JPMEL’s responsibilities include general oversight over the issue and cancellation of the Company’s shares, the calculation of the NAV, cash monitoring and asset verification and record keeping. JPMEL receives a fee of 2.0bps on UIL’s NAV for its services, subject to a minimum fee of £25,000 per annum, payable monthly in arrears. FUND MANAGEMENT ARRANGEMENTS The aggregate fees payable by the Company to ICMIM and ICM under the Investment Management Agreement (“IMA”) are 0.5% per annum of gross assets after deducting current liabilities (excluding borrowings incurred for investment purposes), payable quarterly in arrears, with such fees to be apportioned between ICMIM and ICM as agreed by them. The Investment Managers may also become entitled to a performance- related fee. The IMA may be terminated on one year’s notice in writing and further details of the management and performance fees are disclosed in note 5 to the accounts. Under the IMA, ICM has been appointed as Company Secretary. The Board continually reviews the policies and performance of the Investment Managers. The Board’s philosophy and the Investment Managers’ approach are that the portfolio should consist of shares thought attractive irrespective of their inclusion or weighting in any index. Over the long term, the Board expects the combination of the Company’s and Investment Managers’ approach to generate a positive return for shareholders. The Board continues to believe that the appointment of ICMIM and ICM on the terms agreed is in the interests of shareholders as a whole. ADMINISTRATION The provision of accounting and administration services has been outsourced to JPMorgan Chase Bank N.A. – London Branch (the “Administrator”). The Administrator provides financial and general administrative services to the Company for an annual fee based on the Company’s month end NAV (5 bps on the first £100m NAV, 3bps on the next £150m NAV, 2bps on the next £250m NAV and 1.5bps on the next £500m NAV). The Administrator and any of its delegates are also entitled to reimbursement of certain expenses incurred by it in connection with its duties. In addition, ICMIM has appointed W1M to provide certain support services (including middle office, market dealing and information technology support services). W1M is entitled to receive an annual fee of 3bps of the Company’s gross assets and the Company reimburses ICMIM for its costs and expenses incurred in relation to this agreement. ### DIRECTORS’ REPORT ![]() 40 41 UIL Limited Report and Accounts for the year to 30 June 2025 Annually, the Management Engagement Committee considers the ongoing administrative requirements of the Company and assesses the services provided. SAFE CUSTODY OF ASSETS During the year ended 30 June 2025, most of UIL’s investments were held in custody for the Company by JPMorgan Chase Bank N.A., Jersey (the “Custodian”). Operational matters with the Custodian are carried out on the Company’s behalf by ICMIM and the Administrator in accordance with the IMA and the Administration Agreement. The Custodian is paid a variable fee dependent on the number of trades transacted and the location of the securities held. FINANCIAL INSTRUMENTS The Company’s financial instruments comprise its investment portfolio, cash balances, borrowings and debtors and creditors which arise directly from its operations such as sales and purchases awaiting settlement, and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 30 to the accounts. DIVIDENDS Dividends of 2.00p per share were paid on 17 January 2025, 25 April 2025 and 29 August 2025. A dividend of 2.00p per share was declared on 24 September 2025 for payment on 24 October 2025 to shareholders on the register as at 3 October 2025. In aggregate, the four interim dividends in respect of the year amount to 8.00p per ordinary share. ISA AND NMPI The ordinary shares and the ZDP shares remain qualifying investments under the Individual Savings Account (“ISA”) regulations and it is the intention of the Board to continue to satisfy these regulations. Furthermore, the Company currently conducts its affairs so that its shares can be recommended by IFAs to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream pooled investments and intends to continue to do so for the foreseeable future. GOING CONCERN The Board has reviewed the going concern basis of accounting for the Company. A material proportion of the Company’s investments comprise listed securities. 17.6% of the total portfolio as at 30 June 2025 is in level 1 investments which, in most circumstances, could likely be sold to meet funding requirements, if necessary. The Board has performed a detailed assessment of the Company’s operational risk and resources including its ability to meet its liabilities as they fall due, by conducting stress tests and scenarios which considered the impact of severe stock market and currency volatility. This is set out in note 29 to the accounts. In light of this work and there being no material uncertainties related to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern, the Board has a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least the next twelve months from the date of approval of these financial statements. Accordingly, the Board considers it appropriate to continue to adopt the going concern basis in preparing the accounts. DIRECTORS UIL has a Board of four non-executive Directors who oversee and monitor the activities of the Investment Managers and other service providers and ensure that the Company’s investment policy is adhered to. The Board is supported by an Audit & Risk Committee and a Management Engagement Committee, which deal with specific aspects of the Company’s affairs. The Corporate Governance Statement, which is set out on pages 45 to 49, forms part of this Directors’ Report. The Directors have a range of business, financial and asset management skills as well as experience relevant to the direction and control of the Company. Brief biographical details of the members of the Board are shown on page 39. All the Directors are independent other than Mr Shillson, who is a partner of Dentons Kensington Swan, a New Zealand law firm which has acted for members of the UIL and ICM groups. UIL’s Bye-laws require that a Director be subject to election at the first AGM after appointment and shall retire and be subject to re-election at least every three years thereafter. However, in accordance with the ![]() 42 43 UIL Limited Report and Accounts for the year to 30 June 2025 ### DIRECTORS’ REPORT (continued) AIC Code of Corporate Governance, all the directors are subject to annual re-election. As referred to in the Chairman’s Statement, Ms Hill will be stepping down from the Board following the conclusion of the forthcoming AGM, so therefore just Mr Bridges, Mr Durhager and Mr Shillson will stand for re-election at that meeting. The nature of an investment company and the relationship between the Board and the Investment Managers are such that it is considered unnecessary to identify a senior independent director. Any of the Directors is available to shareholders if they have concerns which have not been resolved through the normal channels of contact with the Chairman or the Investment Managers, or for which such channels are inappropriate. The duty to promote the success of the Company section on pages 33 and 34 forms part of this Directors' Report. DIRECTORS’ INDEMNITY AND INSURANCE As permitted by the Company’s Bye-laws, the Directors have the benefit of an indemnity under which the Company has agreed to indemnify each Director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out his/her role as a Director of the Company. The indemnity was in place during the year and as at the date of this report. UIL also maintains Directors’ and Officers’ liability insurance which provides appropriate cover for any legal action brought against the Directors. DIRECTORS’ INTERESTS The Directors’ interests in the ordinary share capital of the Company are disclosed in the Directors’ Remuneration Report. No Director was a party to, or had any interests in, any contract or arrangement with the Company at any time during the year or at the year end. There are no agreements between the Company and its Directors concerning compensation for loss of office. A Director must avoid a situation where he/she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the Company’s interests. The Directors have declared any potential conflicts of interest to the Company which are reviewed regularly by the Board. The Directors have undertaken to advise the Company Secretary and/or Chairman as soon as they become aware of any potential conflicts of interest. SHARE CAPITAL As at 30 June 2025 the issued ordinary share capital of the Company and the total voting rights were 92,887,179 ordinary shares. As at 26 September 2025 (being the latest practicable date prior to finalising this report) the issued share capital and total voting rights were 92,378,602 ordinary shares. There are no restrictions on the transfer of securities in the Company and there are no special rights attached to any of the shares. SHARE ISSUES AND REPURCHASES UIL has the authority to purchase shares in the market and to issue new shares for cash. During the year ended 30 June 2025 459,938 ordinary shares were purchased by the Company. The current authority to repurchase shares was granted to Directors on 14 November 2024 and expires at the conclusion of the next AGM. The Directors are proposing that their authority to buy back up to 14.99% of the Company’s shares and to issue new shares up to 10% of the Company’s issued ordinary share capital be renewed at the forthcoming AGM. SUBSTANTIAL SHARE INTERESTS As at the date of this report, the Company had received notification from Mr Duncan Saville that he had an interest in 73,002,586 ordinary shares (79.0% of UIL’s issued share capital) which included the holding of GPLPF (72,883,836 ordinary shares (78.9%)). THE COMMON REPORTING STANDARD Tax legislation under The OECD (Organisation for Economic Co-operation and Development) Common Reporting Standard for Automatic Exchange of Financial Account Information (the “Common Reporting Standard”) was introduced on 1 January 2016. The legislation requires UIL, as an investment company, to provide personal information on shareholders to the Company’s local tax authority in Bermuda. The Bermuda tax authority may in turn exchange the information with the tax authorities of another country or countries in which the shareholder may be tax resident, where those countries (or tax authorities ![]() 42 43 UIL Limited Report and Accounts for the year to 30 June 2025 in those countries) have entered into agreements to exchange financial account information. The Company’s registrars have been engaged to collate such information and file reports on behalf of the Company. All new shareholders, excluding those whose shares are held as depositary interests, who are entered on the share register will be sent a certification form for the purposes of collecting this information. AUDIT INFORMATION AND AUDITOR The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. LISTING RULE 6.6.1R The ordinary shares of UIL are admitted to the Specialist Fund Segment and therefore the Listing Rules do not technically apply to it. However it has agreed to comply voluntarily with certain key provisions of the Listing Rules, including Listing Rule 6.6, and confirms that there are no instances where the Company is required to make disclosures in respect of Listing Rule 6.6.1R (information to be included in annual report and accounts). ANNUAL GENERAL MEETING The following information to be discussed at the forthcoming AGM is important and requires your immediate attention. If you are in any doubt about the action you should take, you should seek advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended). If you have sold or transferred all of your shares in the Company, you should pass this document, together with any other accompanying documents including the form of proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. The business of the AGM consists of 11 resolutions. Resolutions 1 to 10 (inclusive) will be proposed as ordinary resolutions and resolution 11 will be proposed as a special resolution. ORDINARY RESOLUTION 1 – ANNUAL REPORT AND FINANCIAL STATEMENTS This resolution seeks shareholder approval to receive the Directors’ Report, the Independent Auditor’s Report and the Financial Statements for the year ended 30 June 2025. ORDINARY RESOLUTION 2 – APPROVAL OF THE DIRECTORS’ REMUNERATION REPORT This resolution is an advisory vote on the Directors’ Remuneration Report. ORDINARY RESOLUTION 3 – APPROVAL OF THE COMPANY’S DIVIDEND POLICY This resolution seeks shareholder approval of the Company’s dividend policy to pay four interim dividends per year. Under the Company’s Bye-laws, the Board is authorised to approve the payment of interim dividends without the need for the prior approval of the Company’s shareholders. Having regard to corporate governance best practice relating to the payment of interim dividends without the approval of a final dividend by a company’s shareholders, the Board has decided to seek express approval from shareholders of its dividend policy to pay four interim dividends per year. If this resolution is not passed, it is the intention of the Board to refrain from authorising any further interim dividends until such time as the Company’s dividend policy is approved by its shareholders. ORDINARY RESOLUTIONS 4 TO 6 (INCLUSIVE) – RE-ELECTION OF DIRECTORS The biographies of the Directors are set out on page 39 and are incorporated into this report by reference. Resolution 4 relates to the re-election of Mr Stuart Bridges who was appointed Chairman on 31 March 2024, having joined the Board on 2 October 2019. Mr Bridges’ leadership of the Board as Chairman draws on his long and varied experience on the boards of many listed and unlisted companies. His focus is on long- term strategic issues, which are key topics of Board discussion. ![]() 44 45 UIL Limited Report and Accounts for the year to 30 June 2025 Resolution 5 relates to the re-election of Mr Peter Durhager who was appointed on 31 March 2024. Mr Durhager has many years of experience in the financial, telecommunications and energy sectors. He brings this strong background and skills to his role as the Company’s Audit & Risk Committee Chairman, as well as his deep knowledge of Bermuda. Resolution 6 relates to the re-election of Mr David Shillson who was appointed on 16 November 2015. Mr Shillson brings significant legal experience to his role on the Board which draws on a track record of advising on acquisitions and investment structuring in many of the sectors in which the Company invests. ORDINARY RESOLUTIONS 7 AND 8 – APPOINTMENT OF THE EXTERNAL AUDITOR AND THE AUDITOR’S REMUNERATION These resolutions relate to the appointment and remuneration of the Company’s auditor. The Company, through its Audit & Risk Committee, has considered the independence and objectivity of the external auditor and is satisfied that the proposed auditor is independent. Further information in relation to the assessment of the existing auditor’s independence can be found in the report of the Audit & Risk Committee. Resolutions relating to the following items of special business will be proposed at the forthcoming AGM: ORDINARY RESOLUTIONS 9 AND 10 – AUTHORITY TO BUY BACK SHARES Resolution 9 seeks to renew the authority granted to Directors enabling the Company to purchase its own shares. The Directors will consider repurchasing shares in the market if they believe it to be in shareholders’ interests and as a means of correcting any imbalance between supply and demand for the Company’s shares. Any shares purchased pursuant to this resolution shall be cancelled immediately upon completion of the purchase or held, sold, transferred or otherwise dealt with as treasury shares. The Directors are seeking authority to purchase in the market up to 13,840,000 ordinary shares (representing approximately 14.99% of the issued ordinary shares as at the date of the Notice of AGM). This authority, unless renewed at an earlier general meeting, will expire at the conclusion of the next AGM of the Company to be held in 2026. Resolution 10 relates to an additional authority to enable the Company to purchase its own shares pursuant to the liquidity facility described in the Chairman’s Statement. The Directors are seeking authority to purchase ordinary shares in the market up to an aggregate value of £4.0m at a discount of 20% to the last published NAV per ordinary share. The authority will expire on 31 December 2025. SPECIAL RESOLUTION 11 – AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS The Company’s Bye-laws provide that, unless otherwise determined by a special resolution, the Company is not able to allot ordinary shares for cash without offering them to existing shareholders first in proportion to their shareholdings. This resolution will grant the Company authority to dis-apply these pre- emption rights in respect of up to 9,237,000 ordinary shares (representing approximately 10% of the issued ordinary shares as at the date of the Notice of AGM). Any such issue of shares would only be made at prices greater than NAV and would therefore increase the assets underlying each share. This resolution will expire at the conclusion of the next AGM of the Company to be held in 2026 unless renewed prior to that date at an earlier general meeting. Resolution 11 is a special resolution and will require the approval of a 75% majority of votes cast in respect of it. RECOMMENDATION The Board considers that each of the resolutions to be proposed at the AGM is likely to promote the success of the Company for the benefit of its members as a whole and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of these resolutions as they intend to do in respect of their own beneficial holdings. By order of the Board ICM Limited Secretary 29 September 2025 ### DIRECTORS’ REPORT (continued) ![]() 45 Report and Accounts for the year to 30 June 2025 44 45 UIL Limited Report and Accounts for the year to 30 June 2025 ### CORPORATE GOVERNANCE STATEMENT Four non-executive directors (NEDs) CHAIRMAN: Stuart Bridges AUDIT & RISK COMMITTEE MANAGEMENT ENGAGEMENT COMMITTEE NOMINATION COMMITTEE FUNCTION REMUNERATION COMMITTEE FUNCTION All the independent Directors CHAIRMAN: Peter Durhager KEY OBJECTIVE: • to oversee the financial reporting and control environment; and • to review and assess the key risks in the Company's operations. All the independent Directors CHAIRMAN: Stuart Bridges KEY OBJECTIVES: • to review the performance of the Investment Managers and the Administrator; and • to review the performance of other service providers. The Board as a whole performs this function KEY OBJECTIVES: • to regularly review the Board’s structure and composition; and • to consider any new appointments. The Board as a whole performs this function KEY OBJECTIVE: • to set the remuneration policy for the Directors of the Company. #### THE BOARD KEY OBJECTIVES: • to set strategy, values and standards; • to provide leadership within a framework of prudent and effective controls which enable risks to be assessed and managed; and • to constructively challenge and scrutinise performance of all outsourced activities. THE COMPANY‘S CORPORATE GOVERNANCE FRAMEWORK Corporate Governance is the process by which the board of directors of a company protects shareholders’ interests and by which it seeks to enhance shareholder value. Shareholders hold the directors responsible for the stewardship of a company’s affairs, delegating authority and responsibility to the directors to manage the company on their behalf and holding them accountable for its performance. Responsibility for good governance lies with the Board. The Board considers the practice of good governance to be an integral part of the way it manages the Company and is committed to maintaining high standards of financial reporting, transparency and business integrity. The governance framework of the Company reflects the fact that, as an investment company, it has no full-time employees and outsources its activities to third party service providers. ![]() 46 UIL Limited ### CORPORATE GOVERNANCE STATEMENT (continued) THE AIC CODE OF CORPORATE GOVERNANCE The Board’s principal governance reporting obligation is in relation to the UK Corporate Governance Code (the “UK Code”) issued by the Financial Reporting Council (“FRC”) in January 2024. However, it is recognised that investment companies have special circumstances which have an impact on their governance arrangements. An investment company typically has no employees and the roles of portfolio management, administration, accounting and company secretarial tend to be outsourced to third parties. The AIC has therefore drawn up its own set of guidelines known as the AIC Code of Corporate Governance (the “AIC Code”) issued in August 2024, which recognises the nature of investment companies by focusing on matters such as board independence and the review of management and other third party contracts. The FRC has endorsed the AIC Code and confirmed that companies which report against the AIC Code will be meeting their obligations in relation to the UK Code and paragraph LR 6.6.6 of the FCA’s Listing Rules. The Board believes that reporting against the principles and recommendations of the AIC Code will provide better information to shareholders. The UK Code is available from the FRC’s website at www.frc.org.uk. The AIC Code is available from the Association of Investment Companies’ website at www.theaic.co.uk. COMPLIANCE WITH THE AIC CODE During the year ended 30 June 2025, the Company complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except those relating to: • the role of the chief executive; • executive directors’ remuneration; • the need for an internal audit function; • nomination of a senior independent director; and • membership of the Audit & Risk Committee by the Chairman of the Board. For the reasons set out in the AIC Code and as explained in the UK Code, the Board considers these provisions are not relevant to the position of UIL, being an externally managed investment company. The Board is composed entirely of non-executive directors and therefore the Board does not believe it is necessary to nominate a senior independent director. In addition, as explained in the Audit & Risk Committee Report, the Chairman of the Board is also a member of the Audit & Risk Committee, as permitted by the AIC Code. Information on how the Company has applied the principles of the AIC Code and the UK Code is set out below. THE BOARD The Board is responsible to shareholders for the overall stewardship of the Company. A formal schedule of matters reserved for the decision of the Board has been adopted. Investment policy and strategy are determined by the Board and it is also responsible for the gearing policy, dividend policy, public documents, such as the Annual Report and Financial Statements, the buy-back policy and corporate governance matters. In order to enable the Directors to discharge their responsibilities effectively the Board has full and timely access to relevant information. The Board meets at least three times a year, with additional Board and Committee meetings being held on an ad hoc basis to consider investment performance and particular issues as they arise. Key representatives of the Investment Managers attend each meeting and between these meetings there is regular contact with the Investment Managers. The Board has direct access to the advice and services of the Company Secretary, who is an employee of ICM. The Company Secretary, with advice from the Company’s lawyers and financial advisers, is responsible for ensuring that the Board and Committee procedures are followed and that applicable rules and regulations are complied with. The Company Secretary is also responsible to the Board for ensuring timely delivery of information and reports and that the statutory obligations of the Company are met. The Company Secretary is responsible for advising the Board, through the Chairman, on all governance matters. There is an agreed procedure for Directors, in the furtherance of their duties, to take legal advice at the Company’s expense, having first consulted with the Chairman. During the year, none of the Directors took on any significant new commitments or appointments. All of ![]() 47 Report and Accounts for the year to 30 June 2025 the Directors consider that they have sufficient time to discharge their duties. There were four Board meetings, three Audit & Risk Committee meetings and one Management Engagement Committee meeting held during the year and the attendance by the Directors was as follows: Board Audit & Risk Committee Management Engagement Committee Number of scheduled meetings held during the year 4 3 1 Stuart Bridges 4 3 1 Peter Durhager 4 3 1 Alison Hill 4 3 1 David Shillson 4 n/a n/a Apart from the meetings detailed above, there were a number of meetings held by committees of the Board to discuss investment performance, approve the declaration of quarterly dividends and other ad hoc items. AUDIT & RISK COMMITTEE The Audit & Risk Committee comprises all the independent Directors of the Company and is chaired by Mr Durhager. Further details of the Audit & Risk Committee are provided in its report starting on page 53. MANAGEMENT ENGAGEMENT COMMITTEE The Management Engagement Committee, which is chaired by Mr Bridges, comprises all the independent Directors of the Company and meets at least once a year. The Investment Managers’ performance is considered by the Board at every meeting, with a formal evaluation by the Management Engagement Committee annually. The Board received detailed reports and views from the Investment Managers on investment policy, asset allocation, gearing and risk at each Board meeting in the year ended 30 June 2025, with ad hoc market/ company updates if there were significant movements in the intervening period. The Management Engagement Committee also considers the effectiveness of the administration services provided by the Investment Managers and Administrator and the performance of other third party service providers. In this regard the Committee assessed the services provided by the Investment Managers, the Administrator and the other service providers to be good. REMUNERATION COMMITTEE The Board as a whole undertakes the work which would otherwise be undertaken by a Remuneration Committee. Further details are provided in the Directors’ Remuneration Report starting on page 50. INTERNAL CONTROLS The Directors acknowledge that they are responsible for ensuring that the Company maintains a sound system of internal financial and non-financial controls (“internal controls”) to safeguard shareholders’ investments and the Company’s assets. The Company’s system of internal control is designed to manage rather than eliminate risk of failure to achieve the Company’s investment objective and/or adhere to the Company’s investment policy and/or investment limits. The system can therefore only provide reasonable and not absolute assurance against material misstatement or loss. The Investment Managers, Administrator and Custodian maintain their own systems of internal controls and the Board and the Audit & Risk Committee receive regular reports from these service providers. The Board meets regularly, at least three times a year. It reviews financial reports and performance against relevant stock market criteria and the Company’s peer group, amongst other things. The effectiveness of the Company’s system of internal controls, including financial, operational and compliance and risk management systems is reviewed at least bi-annually against risk parameters approved by the Board. The Board confirms that the necessary actions are taken to remedy any significant failings or weaknesses identified from its review. No significant failings or weaknesses occurred during the year ended 30 June 2025 or subsequently up to the date of this report. ![]() 48 UIL Limited BOARD DIVERSITY, APPOINTMENT, RE-ELECTION AND TENURE The Board as a whole undertakes the responsibilities which would otherwise be assumed by a nomination committee since the Board is composed solely of non- executive Directors. It considers the size and structure of the Board, including the balance of expertise and skills brought by individual Directors. It supports the principles of boardroom diversity, including gender and ethnicity, progressive refreshing and succession planning and such matters are discussed by the Board as a whole at least annually. The Company’s policy is that the Board should be comprised of directors with a diverse range of skills, knowledge and experience and that any new appointments should be made on the basis of merit, against objective criteria including diversity. Listing Rule 6.6.6, against which the Company has agreed to comply voluntarily, requires companies to report against the following three diversity targets: (i) At least 40% of individuals on the board are women; (ii) At least one of the senior board positions (defined in the Listing Rules as the chair, CEO, SID and CFO) is held by a woman; and (iii) At least one individual on the board is from a minority ethnic background. As at 30 June 2025, UIL’s Board consists of three men and one woman and UIL does not comply with targets (i) and (iii). As provided for in the Listing Rules, investment companies do not need to report against target (ii) if it is inapplicable. The Board believes that, since UIL is an externally managed investment company which does not have executive management functions, including the roles of CEO or CFO, this target is not applicable. The Board has chosen to align its diversity reporting reference date with the Company’s financial year end. As required by the Listing Rules, further details in relation to the three diversity targets are set out in the tables below. The information was obtained by asking each of the Directors how they wished to be categorised for the purposes of these disclosures: 30 June 2025 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID, Chair) Men 3 75% Not applicable\* Women 1 25% 30 June 2025 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID, Chair) White British or other White (including minority-white groups) 4 100% Not applicable\* \* This column is inapplicable as the company is externally managed and does not have executive management functions, specifically it does not have a CEO , CFO. As referred to above, Ms Hill intends to step down from the Board after the forthcoming AGM. In light of the proposals to privatise the Company after the redemption of the 2028 ZDP shares, the Company intends to use the opportunity to minimise costs and will continue with a Board of three Directors. The Board is of the view that length of service does not necessarily compromise the independence or contribution of directors of an investment company, where continuity and experience can add significantly to the strength of the Board. This is supported by the views on independence expressed in the AIC Code. No limit on the overall length of service of any of the Company’s Directors, including the Chairman, has been imposed. All Directors are subject to annual re- election. The Board reviews succession planning at least annually. Appointments of new Directors will be made on a formalised basis with the Chairman agreeing, in conjunction with his colleagues, a job specification and other relevant selection criteria and the methods of recruitment (where appropriate using an external recruitment agency), selection and appointment. The potential Director would meet with Board members prior to formal appointment. An induction process will be undertaken, with new appointees to the Board being given a full briefing on the workings and processes of the Company and the management of the Company by the Chairman, the Investment Managers, ### CORPORATE GOVERNANCE STATEMENT (continued) ![]() 49 Report and Accounts for the year to 30 June 2025 the Company Secretary and other appropriate persons. All appointments are subject to subsequent confirmation by shareholders in general meeting. BOARD, COMMITTEE AND DIRECTORS’ PERFORMANCE APPRAISAL The Directors recognise the importance of the AIC Code’s recommendations in respect of evaluating the performance of the Board, the Committees and individual Directors. This encompasses both quantitative and qualitative measures of performance including: • attendance at meetings; • the independence of individual Directors; • the ability of Directors to make an effective contribution to the Board and Committees through the range and diversity of skills and experience each Director brings to their role; and • the Board’s ability to challenge the Investment Managers’ recommendations, suggest areas of debate and set the future strategy of the Company. The Board opted to conduct performance evaluation through questionnaires and discussion between the Directors, the Chairman and the chairmen of the Committees. This process is conducted by the Chairman reviewing individually with each of the Directors their performance, contribution and commitment to the Company and the possible further development of skills. In addition, the Chair of the Audit & Risk Committee reviews the performance of the Chairman with the other Directors, taking into account the views of the Investment Managers. The relevant points arising from these meetings are then reported to, and discussed by, the Board as a whole. This process has been carried out in respect of the year under review and will be conducted on an annual basis. The result of this year’s performance evaluation process was that the Board, the Committees of the Board and the Directors individually were all assessed to have performed satisfactorily. No follow-up actions were required. It is not felt appropriate currently to employ the services of, or to incur the additional expense of, an external third party to conduct the evaluation process as an appropriate process is in place; this will, however, be kept under review. RELATIONS WITH SHAREHOLDERS UIL welcomes the views of shareholders and places great importance on communication with shareholders. The prime medium by which the Company communicates with shareholders is through the half yearly and annual financial reports, which aim to provide shareholders with a full understanding of the Company’s activities and its results. This information is supplemented by the calculation and publication, via a Regulatory Information Service, of the NAV of the Company’s shares and by monthly fact sheets produced by the Investment Managers. Shareholders can visit the Company’s website: www.uil.limited in order to access copies of half yearly and annual financial reports, factsheets and regulatory announcements. The Investment Managers hold meetings with the Company’s largest shareholders and report back to the Board on these meetings. The Chairman and other Directors are available to discuss any concerns with shareholders, if required and shareholders may communicate with the Company at any time by writing to the Board at the Company’s registered office or contacting the Company’s broker. By order of the Board ICM Limited Company Secretary 29 September 2025 ![]() 50 51 UIL Limited Report and Accounts for the year to 30 June 2025 50 UIL Limited ### DIRECTORS’ REMUNERATION REPORT The Board presents the report on Directors’ remuneration for the year ended 30 June 2025. The report comprises a remuneration policy, which is subject to a triennial binding shareholder vote, or sooner if an alteration to the policy is proposed, and a report on remuneration, which is subject to an annual advisory vote. An ordinary resolution for the approval of this report will be put to shareholders at the Company’s forthcoming AGM. The Board’s policy on remuneration is set out below. A key element is that fees payable to Directors should reflect the time spent by them on the Company’s affairs and should be sufficient to attract and retain individuals with suitable knowledge and experience to promote the long term success of the Company whilst also reflecting the time commitment and responsibilities of the role. There were no changes to the policy during the year. The Board is composed solely of non-executive Directors, none of whom has a service contract with the Company and therefore no remuneration committee has been appointed. The Board as a whole undertakes the responsibilities which would otherwise be assumed by a remuneration committee. DIRECTORS’ REMUNERATION POLICY The Board considers the level of the Directors' fees at least annually. The Board determines the level of Directors’ fees within the limit currently set by the Company’s Bye-laws, which limit the aggregate fees payable to the Directors to a total of £250,000 per annum. The Board’s policy is to set Directors’ remuneration at a level commensurate with the skills and experience necessary for the effective stewardship of the Company and the expected contribution of the Board as a whole in continuing to achieve the investment objective. Time committed to the Company’s business and the specific responsibilities of the Chairman, Directors and the chairman of the Audit & Risk Committee are taken into account. The policy aims to be fair and reasonable in relation to comparable investment companies. The fees are fixed and are payable in cash, quarterly in arrears. Directors are entitled to be reimbursed for any reasonable expenses properly incurred by them in connection with the performance of their duties and attendance at Board and general meetings and Committee meetings. Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. Directors are provided with a letter of appointment when they join the Board. There is no provision for compensation upon early termination of appointment. The letters of appointment are available on request at the Company’s registered office during business hours. DIRECTORS’ REMUNERATION The Board reviews the fees payable to the Chairman and Directors annually. The review in respect of the year ending 30 June 2025 has resulted in the increases being applied to the annual fees as detailed in the table below. Year ending 30 June 2026 £’000s 2025 \* £’000s Chairman 55.5 53.6 Chairman of Audit & Risk Committee 53.0 51.2 Directors 41.1 39.6 \* Actual VOTING AT ANNUAL GENERAL MEETING A resolution to approve the Remuneration Report was put to shareholders at the AGM of the Company held on 14 November 2024. Of the votes cast, 99.94% were in favour and 0.06% were against; this resolution will be put to shareholders again this year. The Company seeks shareholder approval for its remuneration policy on a triennial basis and a binding resolution was last put to shareholders at the AGM held on 9 November 2023. Of the votes cast, 99.96% were in favour and 0.04% were against. A resolution to approve the remuneration policy will be put to shareholders at the AGM to be held in 2026. ![]() 50 51 UIL Limited Report and Accounts for the year to 30 June 2025 DIRECTORS’ ANNUAL REPORT ON REMUNERATION A single figure for the total remuneration of each Director is set out in the table below for the year ended 30 June 2025. Year ended 30 June 2025 £ 2024 £ Peter Burrows 1 – 39,375 Stuart Bridges 2 53,550 50,738 Peter Durhager 3 51,150 12,538 Alison Hill 39,630 38,850 David Shillson 39,630 38,850 Total 183,960 180,351 (1) Mr Burrows retired from the Board on 31 March 2024 (2) Mr Bridges was appointed Chairman on 31 March 2024 (3) Mr Durhager was appointed to the Board on 31 March 2024 ANNUAL PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION The following table sets out the annual percentage change in Directors’ remuneration compared to the previous year. Year ended 30 June 2025 % 2024 % 2023 % 2022 % 2021 % Stuart Bridges 2.0 5.0 4.9 3.4 0.0 Peter Durhager 2.0 n/a n/a n/a n/a Alison Hill 2.0 5.0 5.1 3.5 0.0 David Shillson 2.0 5.0 5.1 3.5 0.0 RELATIVE IMPORTANCE OF SPEND ON PAY The following table compares the remuneration paid to the Directors with aggregate distributions paid to shareholders relating to the year to 30 June 2025 and the prior year. Although this disclosure is a statutory requirement, the Directors consider that comparison of Directors’ remuneration with annual dividends and share buybacks does not provide a meaningful measure relative to the Company’s overall performance as an investment company with an objective of providing shareholders with long-term total return. Year ended 30 June 2025 £’000s 2024 £’000s CHANGE £’000s Aggregate Directors’ emoluments 184 180 4 Aggregate dividends 7,423 6,706 717 Aggregate share buybacks 514 – 514 DIRECTORS’ BENEFICIAL SHARE INTERESTS (AUDITED) The Directors’ (and any connected persons) holdings of ordinary shares are detailed below: As at 30 June 29 SEPT 2025 30 JUNE 2025 30 JUNE 2024 Stuart Bridges 305,644 294,567 230,782 Peter Durhager 57,724 47,143 – Alison Hill 194,993 186,795 146,861 David Shillson 218,995 210,797 175,165 ![]() 52 53 UIL Limited Report and Accounts for the year to 30 June 2025 SHARE PRICE TOTAL RETURN (pence) from 30 June 2015 to 30 June 2025 (rebased to 100 as at 30 June 2015) Source: ICM 20252023202220202019 20212018201720162015 UIL ordinary share price total return FTSE All-Share total return Index 50 100 150 200 250 300 2024 350 COMPANY PERFORMANCE The graph below compares, for the ten years ended 30 June 2025, the ordinary share price total return to the FTSE All-Share total return Index. The FTSE All-Share total return Index has been chosen since it represents a comparable broad equity market index and it is used by the Company to compare its performance against over the long term. On behalf of the Board Stuart Bridges Chairman 29 September 2025 ### DIRECTORS’ REMUNERATION REPORT (continued) ![]() 52 53 UIL Limited Report and Accounts for the year to 30 June 2025 As chairman of the Audit & Risk Committee, I am pleased to present the Committee’s report to shareholders for the year ended 30 June 2025. ROLE AND RESPONSIBILITIES UIL has established a separately chaired Audit & Risk Committee whose duties include considering and recommending to the Board for approval the contents of the half yearly and annual financial statements and providing an opinion as to whether the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy. The Committee also reviews the external auditor’s report on the annual financial statements and is responsible for reviewing and forming an opinion on the effectiveness of the external audit process and audit quality. Other duties include reviewing the appropriateness of the Company’s accounting policies and ensuring the adequacy of the internal control systems and standards. The Audit & Risk Committee meets at least three times a year. Two of the planned meetings are held prior to the Board meetings to review the half yearly and annual results. Representatives of the Investment Managers attend all meetings. COMPOSITION During the year ended 30 June 2025, the Audit & Risk Committee consisted of all the independent Directors of the Company. It is considered that there is a range of recent and relevant financial experience amongst the members of the Audit & Risk Committee together with experience of the investment trust sector. In light of the Chairman of the Board’s relevant financial services experience, his continued independence and his valued contributions in Committee meetings, the Audit & Risk Committee considers it appropriate that he is a member. RESPONSIBILITIES AND REVIEW OF THE EXTERNAL AUDIT During the year the principal activities of the Audit & Risk Committee included: • considering and recommending to the Board for approval the contents of the half yearly and annual financial statements and reviewing the external auditor’s report; • management of the relationship with the external auditor, including its appointment and the evaluation of scope, execution, cost effectiveness, independence and objectivity; • reviewing and approving the external auditor’s plan for the financial year, with a focus on the identification of areas of audit risk, and consideration of the appropriateness of the level of audit materiality adopted; • reviewing and recommending to the Board for approval the audit and non-audit fees payable to the external auditor and the terms of its engagement; • evaluation of reports received from the external auditor with respect to the annual financial statements and its review of the half yearly report; • reviewing the efficacy of the external audit process and making a recommendation to the Board with respect to the reappointment of the external auditor; • evaluation of the effectiveness of the internal control and risk management systems including reports received on the operational controls of the Company’s service providers and reports from the Company’s depositary; • reviewing the appropriateness of the Company’s accounting policies; and • monitoring developments in accounting and reporting requirements that impact on the Company’s compliance with relevant statutory and listing requirements. ### AUDIT & RISK COMMITTEE REPORT PETER DURHAGER Chairman of the Audit & Risk Committee ![]() ### AUDIT & RISK COMMITTEE REPORT (continued) 54 55 UIL Limited Report and Accounts for the year to 30 June 2025 SIGNIFICANT AREA HOW ADDRESSED Value of level 3 investments Investments that are classified as level 3 are valued using a variety of techniques to determine a fair value, as set out in note 2(d) to the accounts. All such valuations are carefully reviewed by the Audit & Risk Committee with the Investment Managers. The Audit & Risk Committee receives detailed information on all level 3 investments and it discusses and challenges the valuations with the Investment Managers. It considers market comparables and discusses any proposed revaluations with the Investment Managers. AUDITOR AND AUDIT TENURE In June 2024 the Audit & Risk Committee decided to appoint KPMG Audit Limited (“KPMG”) as auditor of the Company, replacing KPMG LLP which had been appointed auditor in 2012 following a competitive tender process. The Audit & Risk Committee decides when it is appropriate to put the role of auditor out to tender. The audit partner has rotated regularly. Mr Bron Turner was appointed the lead audit partner in 2024 and his predecessor, John Waterson of KPMG LLP, acted as audit partner since 2020. The Audit & Risk Committee has considered the independence of the auditor and the objectivity of the audit process and is satisfied that KPMG has fulfilled its obligations to shareholders as independent auditor to the Company. It is the Company’s policy not to seek substantial non- audit services from its auditor unless they relate to a review of the half yearly report as the Board considers the auditor is best placed to undertake this work. If the provision of significant non-audit services were to be considered, the Committee would procure such services from a firm other than the auditor. Non- audit fees paid to KPMG by the Company amounted to £4,000 for the year ended 30 June 2025 (2024: £12,000) and related to certain agreed procedures on the half yearly accounts. The Committee has considered the threats to independence from the provision of this service and concluded that there is no impact to auditor independence. The partner and manager of KPMG's audit team presented their audit plan to the Audit & Risk Committee in advance of the financial year end. Items of audit focus were discussed, agreed and given particular attention during the audit process. KPMG reported to the Audit & Risk Committee on these items, their independence and other matters. This report was considered by the Audit & Risk Committee and discussed with KPMG and the Investment Managers prior to approval of the annual financial report. Members of the Audit & Risk Committee meet in camera with the external auditor at least annually. ACCOUNTING MATTERS AND SIGNIFICANT AREAS For the year ended 30 June 2025 the accounting matters that were subject to specific consideration by the Audit & Risk Committee and consultation with KPMG where necessary were as follows: The Audit & Risk Committee reviewed the external audit plan at an early stage and concluded that the appropriate areas of audit risk relevant to the Company had been identified and that suitable audit procedures had been put in place to obtain reasonable assurance that the financial statements as a whole would be free of material misstatements. As a result, and following a thorough review process, the Audit & Risk Committee advised the Board that it is satisfied that, taken as a whole, the annual financial report for the year ended 30 June 2025 is fair, balanced, and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. In reaching this conclusion, the Audit & Risk Committee has assumed that the reader of the report would have a reasonable level of knowledge of investments. ![]() 54 55 UIL Limited Report and Accounts for the year to 30 June 2025 EXTERNAL AUDIT, REVIEW OF ITS EFFECTIVENESS AND AUDITOR REAPPOINTMENT The Audit & Risk Committee advises the Board on the appointment of the external auditor, its remuneration for audit and non-audit work and its cost effectiveness, independence, and objectivity. As part of the review of the effectiveness of the audit process, a formal evaluation process incorporating views from the members of the Audit & Risk Committee and relevant personnel at the Investment Managers is followed and feedback is provided to KPMG. Areas covered by this review include: • the calibre of the audit firm, including reputation and industry presence; • the extent of quality controls including review processes, second director oversight and annual reports from its regulator; • the performance of the audit team, including skills of individuals, specialist knowledge, partner involvement, team member continuity and quality and timeliness of audit planning and execution; • audit communication including planning, relevant accounting and regulatory developments, approach to significant accounting risks, communication of audit results and recommendations on corporate reporting; • ethical standards including independence and integrity of the audit team, lines of communication to the Audit & Risk Committee and partner rotation; and • reasonableness of the audit fees. For the year ended 30 June 2025, the Audit & Risk Committee is satisfied that the audit process was effective. Resolutions proposing the re-appointment of KPMG as the Company’s auditor and authorising the Directors to determine its remuneration will be put to the shareholders at the forthcoming AGM. INTERNAL CONTROLS AND RISK MANAGEMENT UIL’s risk assessment focus and the way in which significant risks are managed is a key area of focus for the Audit & Risk Committee. Work here was driven by the Audit & Risk Committee’s assessment of the risks arising in the Company’s operations and identification of the controls exercised by the Board and its delegates, the Investment Managers, the Administrator and other service providers. These are recorded in risk matrices prepared by ICMIM as the Company’s AIFM with responsibility for risk management, which continue to serve as an effective tool to highlight and monitor the principal risks, details of which are provided in the Strategic Report. It also received and considered, together with representatives of the Investment Managers, reports in relation to the operational controls of the Investment Managers, Administrator and Custodian. These reviews identified no issues of significance. WHISTLEBLOWING POLICY The Committee has also reviewed and accepted the ‘whistleblowing’ policy that has been put in place by the Investment Managers under which their staff, in confidence, can raise concerns about possible improprieties in matters of financial reporting or other matters, in so far as they affect the Company. INTERNAL AUDIT Due to the nature of the Company, being an externally managed investment company with no executive employees, the Company does not have its own internal audit function. The Committee and the Board have concluded that there is no current need for such a function, based on the satisfactory operation of controls within the Company’s service providers. Peter Durhager Chairman of the Audit & Risk Committee 29 September 2025 ![]() 56 UIL Limited 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 ### STATEMENT OF DIRECTORS’ RESPONSIBILITIESin respect of the Annual Report and Financial Statements ![]() 57 KPMG Audit Limited Crown House 4 Par -la-Ville Road Hamilton HM 08 Bermuda Telephone Fax Internet +1 441 295 5063 +1 441 295 9132 www.kpmg.bm © 2025 KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Independent Auditor’s Report To the Shareholders and Board of Directors of UIL Limited Opinion We have audited the financial statements of UIL Limited (“the Company”), and of the Group, of which the Company is the parent, which comprise of the statement of financial position as at 30 June 2025, the income statement, statements of changes in equity and cash flows of the Company and the Group for the year then ended, and notes, comprising material accounting policies and other explanatory information. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company and the Group as at 30 June 2025, and their financial performance and their cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (including international independence Standards) (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bermuda, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. The key audit matter was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. Valuation of unlisted investments (Level 3) As presented in the Material Accounting Policies in Note 1, and in Notes 11 and 30 (d) to the financial statements, the unlisted investments totaling £200.741m representing 79.6% and 80.9% of the investments of the Company and the Group, respectively, are subject to estimation uncertainty. The valuations of these investments are complex and require the application of judgment by the Investment Managers. Unlisted investments are measured at fair value, which is determined by reference to the International Private Equity and Venture Capital Valuation (IPEV) Guidelines and IFRS 13 by using measurements of value such as prices of recent orderly transactions, milestone analysis, revenue multiples and valuing interests by reference to their reported Net Asset Value (NAV). The valuation of the unlisted investments is the key driver of the Company and the Group’s net asset value and total return to shareholders for the Company and the Group. ![]() 58 © 2025 KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. #### kpmg The risk The significance of the unlisted investments to the financial statements for the Company and the Group, combined with the judgment required in estimating their fair values, means this was an area of focus during our audit. In responding to the key audit matter, we performed the following audit procedures for all the unquoted investments: • Obtained an understanding of the unlisted investment valuation process and assessed the design and implementation of valuation related processes and controls. • Assessed the appropriateness of the fair value disclosures for compliance with the relevant accounting standard. • Obtained independent confirmations of the existence and accuracy of the unquoted investments from the third parties. For a sample of unlisted investments measured using the net asset value - we also: • Agreed the net asset value to management accounts. A retrospective review of prior period audited accounts, in comparison to prior period management accounts, was undertaken to assess the reliability and accuracy of information provided. • Compared the net asset value to the audited financial statements. • Assessed whether the net asset value was appropriately determined using the fair value principles under the relevant accounting standard by reference to the audited financial statements. • Considered the appropriateness of the valuation methodologies applied to the unquoted fund investments. For a sample of directly and indirectly held unlisted investments fair valued using either multiples, discounted cash flows (DCF) or price of recent round, including those where NAV was not audited, we performed the following audit procedures: • Engaged KPMG valuation specialists to corroborate and challenge key assumptions and judgments within the Company’s valuation models, including the composition and completeness of the basket of comparable listed entities, multiples, and discount rate. For unlisted investments valued using discounted cash flow (DCF), KPMG specialists developed an independent expectation to assess the reasonableness of management’s fair value. • Where a recent transaction has been used to value a holding, we obtained an understanding of the transaction and whether it was considered to be a relevant input into the valuation. • Conducted procedures to confirm the appropriateness of the qualifications, independence and expertise of the valuation specialists engaged by the Investment Manager. • Tested the mathematical accuracy of the valuation models. • Challenged the assumptions around maintainability of earnings and reasonability of cashflow projections. • Agreed data inputs used in the valuation models to portfolio company financial statements, management accounts and supporting information received from the Investment Manager. Other information Management is responsible for the other information. The other information comprises the Strategic report and Governance sections, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ![]() 59 © 2025 KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. #### kpmg Responsibilities of management and those charged with governance for the financial statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the ability of the Company and the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the financial reporting process. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: ▪ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls for the Company and the Group. ▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. ▪ Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company and the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and/or Group to cease to continue as a going concern. ▪ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. ▪ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. ![]() 60 61 UIL Limited Report and Accounts for the year to 30 June 2025 60 © 2025 KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. #### kpmg We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The purpose of our audit work and to whom we owe our responsibilities The report is made solely to the Shareholders and Board of Directors for the Company and the Group. Our audit work has been undertaken so that we might state to the Shareholders and Board of Directors for the Company and the Group those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Shareholders and Board of Directors, as a body, for our audit work, for this report, or for the opinion we have formed. The engagement partner on the audit resulting in this independent auditor’s report is Bron Turner. Chartered Professional Accountants Hamilton, Bermuda 29 September 2025 ![]() 60 61 UIL Limited Report and Accounts for the year to 30 June 2025 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | for the year to 30 June | | | 2025 | | | 2024 | | Notes | Revenue | Capital | Total | Revenue | Capital | Total | | | return | return | return | return | return | return | | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | 11 Gains/(losses) on investments | – | 13,620 | 13,620 | – | (28,212) | (28,212) | | 14 Gains/(losses) on derivative financial | | | | | | | | instruments | – | 178 | 178 | – | (35) | (35) | | Foreign exchange gains/(losses) | – | 407 | 407 | – | (73) | (73) | | 3 Investment and other income | 13,643 | – | 13,643 | 12,227 | – | 12,227 | | Total income/(loss) | 13,643 | 14,205 | 27,848 | 12,227 | (28,320) | (16,093) | | 4 Income not receivable | (246) | – | (246) | – | – | – | | 5 Management and administration fees | (507) | – | (507) | (565) | – | (565) | | 6 Other expenses | (866) | (2) | (868) | (906) | (2) | (908) | | Profit/(loss) before finance costs | 12,024 | 14,203 | 26,227 | 10,756 | (28,322) | (17,566) | | 7 Finance costs | (1,241) | (4,086) | (5,327) | (2,242) | (5,207) | (7,449) | | Profit/(loss) for the year | 10,783 | 10,117 | 20,900 | 8,514 | (33,529) | (25,015) | | 9 Earnings per ordinary share – pence | 11.91 | 11.18 | 23.09 | 10.15 | (39.99) | (29.84) | 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. The notes on pages 67 to 95 form part of these financial statements. ### GROUP INCOME STATEMENT ![]() 62 63 UIL Limited Report and Accounts for the year to 30 June 2025 Notes for the year to 30 June 2025 2024 Revenue return £’000s Capital return £’000s Total return £’000s Revenue return £’000s Capital return £’000s Total return £’000s 11 Gains/(losses) on investments – 14,214 14,214 – (28,131) (28,131) 14 Gains/(losses) on derivative financial instruments – 178 178 – (35) (35) Foreign exchange gains/(losses) – 407 407 – (73) (73) 3 Investment and other income 13,643 – 13,643 12,227 – 12,227 Total income/(loss) 13,643 14,799 28,442 12,227 (28,239) (16,012) 4 Income not receivable (246) – (246) – – – 5 Management and administration fees (507) – (507) (565) – (565) 6 Other expenses (866) (2) (868) (906) (2) (908) Profit/(loss) before finance costs 12,024 14,797 26,821 10,756 (28,241) (17,485) 7 Finance costs (1,241) (4,337) (5,578) (2,242) (5,393) (7,635) Profit/(loss) for the year 10,783 10,460 21,243 8,514 (33,634) (25,120) 9 Earnings per ordinary share – pence 11.91 11.56 23.47 10.15 (40.11) (29.96) 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. The notes on pages 67 to 95 form part of these financial statements. ### COMPANY INCOME STATEMENT ![]() 62 63 UIL Limited Report and Accounts for the year to 30 June 2025 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | for the year to 30 June 2025 | | | | | | | | Notes | Ordinary | Share | | | | | | | share | premium | Special | Capital | Revenue | | | | capital | account | reserve | reserves | reserve | Total | | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Balance as at 30 June 2024 | 8,384 | 37,874 | 233,866 | (157,807) | 15,218 | 137,535 | | Profit for the year | – | – | – | 10,117 | 10,783 | 20,900 | | 10 Ordinary dividends paid | – | – | – | – | (7,077) | (7,077) | | 19,20 Shares issued by the Company | 950 | 14,853 | – | – | – | 15,803 | | 19,20 Shares purchased by the Company and cancelled | (45) | (469) | – | – | – | (514) | | Balance as at 30 June 2025 | 9,289 | 52,258 | 233,866 | (147,690) | 18,924 | 166,647 | | for the year to 30 June 2024 | | | | | | | | Notes | Ordinary | Share | | | | | | | share | premium | Special | Capital | Revenue | | | | capital | account | reserve | reserves | reserve | Total | | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Balance as at 30 June 2023 | 8,384 | 37,874 | 233,866 | (124,278) | 11,735 | 167,581 | | (Loss)/profit for the year | – | – | – | (33,529) | 8,514 | (25,015) | | 10 Ordinary dividends paid | – | – | – | – | (5,031) | (5,031) | | Balance as at 30 June 2024 | 8,384 | 37,874 | 233,866 | (157,807) | 15,218 | 137,535 | The notes on pages 67 to 95 form part of these financial statements. ### GROUP STATEMENT OF CHANGES IN EQUITY ![]() 64 65 UIL Limited Report and Accounts for the year to 30 June 2025 for the year to 30 June 2025 Notes Ordinary share capital £’000s Share premium account £’000s Special reserve £’000s Capital reserves £’000s Revenue reserve £’000s Total £’000s Balance as at 30 June 2024 8,384 37,874 233,866 (158,415) 15,218 136,927 Profit for the year – – – 10,460 10,783 21,243 10 Ordinary dividends paid – – – – (7,077) (7,077) 19,20 Shares issued by the Company 950 14,853 – – – 15,803 19,20 Shares purchased by the Company and cancelled (45) (469) – – – (514) Balance as at 30 June 2025 9,289 52,258 233,866 (147,955) 18,924 166,382 for the year to 30 June 2024 Notes Ordinary share capital £’000s Share premium account £’000s Special reserve £’000s Capital reserves £’000s Revenue reserve £’000s Total £’000s Balance as at 30 June 2023 8,384 37,874 233,866 (124,781) 11,735 167,078 (Loss)/profit for the year – – – (33,634) 8,514 (25,120) 10 Ordinary dividends paid – – – – (5,031) (5,031) Balance as at 30 June 2024 8,384 37,874 233,866 (158,415) 15,218 136,927 The notes on pages 67 to 95 form part of these financial statements. ### COMPANY STATEMENT OF CHANGES IN EQUITY ![]() 64 65 UIL Limited Report and Accounts for the year to 30 June 2025 | | | | | | | --- | --- | --- | --- | --- | | | | Group | | Company | | Notes as at 30 June | 2025 | 2024 | 2025 | 2024 | | | £’000s | £’000s | £’000s | £’000s | | Non-current assets | | | | | | 11 Investments | 248,201 | 238,822 | 252,199 | 242,033 | | Current assets | | | | | | 13 Other receivables | 34 | 296 | 34 | 296 | | Cash and cash equivalents | 953 | 1,485 | 953 | 1,485 | | | 987 | 1,781 | 987 | 1,781 | | Current liabilities | | | | | | 15 Loans | (19,525) | (2,850) | (19,525) | (2,850) | | 16 Other payables | (832) | (422) | (832) | (41,200) | | 17 Zero dividend preference shares | – | (40,778) | – | – | | | (20,357) | (44,050) | (20,357) | (44,050) | | Net current liabilities | (19,370) | (42,269) | (19,370) | (42,269) | | Total assets less current liabilities | 228,831 | 196,553 | 232,829 | 199,764 | | Non-current liabilities | | | | | | 18 Other payables | – | – | (66,447) | (62,837) | | 17 Zero dividend preference shares | (62,184) | (59,018) | – | – | | Net assets | 166,647 | 137,535 | 166,382 | 136,927 | | Equity attributable to equity holders | | | | | | 19 Ordinary share capital | 9,289 | 8,384 | 9,289 | 8,384 | | 20 Share premium account | 52,258 | 37,874 | 52,258 | 37,874 | | 21 Special reserve | 233,866 | 233,866 | 233,866 | 233,866 | | 22 Capital reserves | (147,690) | (157,807) | (147,955) | (158,415) | | 23 Revenue reserve | 18,924 | 15,218 | 18,924 | 15,218 | | Total attributable to equity holders | 166,647 | 137,535 | 166,382 | 136,927 | | 24 Net asset value per ordinary share – pence | 179.41 | 164.04 | 179.12 | 163.31 | The notes on pages 67 to 95 form part of these financial statements. Approved by the Board on 29 September 2025 and signed on its behalf by Stuart Bridges Chairman UIL Limited Registered in Bermuda, No 39480 ### STATEMENTS OF FINANCIAL POSITION ![]() 66 67 UIL Limited Report and Accounts for the year to 30 June 2025 | | | | | | | --- | --- | --- | --- | --- | | | | Group | | Company | | for the year to 30 June | 2025 | 2024 | 2025 | 2024 | | | £’000s | £’000s | £’000s | £’000s | | Profit/(loss) before taxation | 20,900 | (25,015) | 21,243 | (25,120) | | Deduct investment income - dividends | (13,588) | (11,869) | (13,588) | (11,869) | | Deduct investment income - interest | (40) | (348) | (40) | (348) | | Deduct bank interest | (15) | (10) | (15) | (10) | | Add back bank interest charged | 1,241 | 2,242 | 1,241 | 2,242 | | Add back (gains)/losses on investments | (13,620) | 28,212 | (14,214) | 28,131 | | Add back (gains)/losses on derivative financial instruments | (178) | 35 | (178) | 35 | | Add back foreign exchange (gains)/losses | (407) | 73 | (407) | 73 | | Add back income not receivable | 246 | – | 246 | – | | Increase in other debtors | (5) | (2) | (5) | (2) | | Decrease in creditors | (66) | (6) | (66) | (6) | | Add back ZDP shares finance costs | 4,086 | 5,207 | – | – | | Add back intra-group loan account finance costs | – | – | 4,337 | 5,393 | | Net cash outflow from operating activities before dividends and interest | (1,446) | (1,481) | (1,446) | (1,481) | | Dividends received | 13,588 | 11,869 | 13,588 | 11,869 | | Investment income - interest received | 61 | 117 | 61 | 117 | | Bank interest received | 15 | 10 | 15 | 10 | | Interest paid | (524) | (2,836) | (524) | (2,836) | | Cash flows from operating activities | 11,694 | 7,679 | 11,694 | 7,679 | | Investing activities: | | | | | | Purchases of investments | (12,565) | (10,130) | (12,758) | (10,130) | | Sales of investments | 24,786 | 48,071 | 24,786 | 48,071 | | Net settlement of derivatives | 178 | 75 | 178 | 75 | | Cash flows from investing activities | 12,399 | 38,016 | 12,206 | 38,016 | | Financing activities (see note 25): | | | | | | Equity dividends paid | (5,707) | (5,031) | (5,707) | (5,031) | | Drawdowns of loans | 37,594 | 9,814 | 37,594 | 9,814 | | Repayment of loans | (14,265) | (46,336) | (14,265) | (46,336) | | Cash flows from redemption of ZDP shares | (41,698) | – | – | – | | Cash flows from repayment of intra-group loan account | – | – | (41,505) | – | | Cost of issue of shares | (26) | – | (26) | – | | Cash paid for ordinary shares purchased for cancellation | (514) | – | (514) | – | | Cash flows from financing activities | (24,616) | (41,553) | (24,423) | (41,553) | | Net (decrease)/increase in cash and cash equivalents | (523) | 4,142 | (523) | 4,142 | | Cash and cash equivalents at the beginning of the year | 1,485 | (2,638) | 1,485 | (2,638) | | Effect of movement in foreign exchange | (9) | (19) | (9) | (19) | | Cash and cash equivalents at the end of the year | 953 | 1,485 | 953 | 1,485 | The notes on pages 67 to 95 form part of these financial statements. ### STATEMENTS OF CASH FLOWS ![]() 66 67 UIL Limited Report and Accounts for the year to 30 June 2025 ### NOTES TO THE ACCOUNTS 1. GENERAL INFORMATION The Company, UIL Limited, is an investment company incorporated in Bermuda, with its ordinary shares traded on the Specialist Fund Segment of the Main Market of the London Stock Exchange and listed on the Bermuda Stock Exchange. The Company commenced trading on 20 June 2007. The Group Accounts comprise the results of the Company and UIL Finance Limited (“UIL Finance”). The Group is engaged in a single segment of business, focusing on maximising shareholder returns by identifying and investing in investments where the underlying value is not reflected in the market price. 2. MATERIAL ACCOUNTING POLICIES (a) Basis of accounting The Accounts have been prepared on a going concern basis (see note 29) in accordance with IFRS Accounting Standards (“IFRS”). There have been no significant changes to the accounting policies during the year to 30 June 2025. The Board has determined by having regard to the currency of the Company’s share capital, the predominant currency in which its shareholders operate and the currency in which dividends are paid by the Company, that Sterling is the functional and reporting currency. Where presentational recommendations set out in the revised Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”), issued in the UK by the Association of Investment Companies (“AIC”) in July 2022, do not conflict with the requirements of IFRS, the Directors have prepared the Accounts on a basis consistent with the recommendations of the SORP, in the belief that this will aid comparison with similar investment companies incorporated and listed in the United Kingdom. In accordance with the SORP, the Income Statement has been analysed between a revenue return (dealing with items of a revenue nature) and a capital return (relating to items of a capital nature). Revenue returns include, but are not limited to, dividend income, operating expenses, finance costs and taxation (insofar as they are not allocated to capital, as described in notes 2(j) and 2(k)). Net revenue returns are allocated via the revenue return to the revenue reserve. Capital returns include, but are not limited to, profits and losses on the disposal and the valuation of non-current investments, derivative instruments and on cash and borrowings. Net capital returns are allocated via the capital return to capital reserves. Dividends on ordinary shares may be paid out of the special reserve, revenue reserve and the capital reserves. A number of new standards and amendments to standards and interpretations, which have not been applied in preparing these accounts, were in issue but not effective. The impact from adoption of IFRS 18, Presentation and Disclosure in Financial Statements, effective from 1 January 2027, is being assessed. None of the other standards are expected to have a material effect on the accounts of the Group. The key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to the valuation of unlisted investments, details of which are set out in accounting policy 2(d). (b) Basis of consolidation The consolidated Accounts include the Accounts of the Company and its operating subsidiary, UIL Finance. All intra group transactions, balances, income and expenses are eliminated on consolidation. Other subsidiaries, joint ventures and associate undertakings held as part of the investment portfolio (see note 2(d) below) are not accounted for in the Group Accounts, but are carried at fair value through profit or loss. (c) Financial instruments Financial instruments include non-current assets, derivative assets and liabilities and long-term debt instruments. For those financial instruments carried at fair value, accounting standards recognise a hierarchy of fair value measurements for financial instruments which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (Level 3). The classification of instruments depends on the lowest significant applicable input, as follows: ![]() 68 69 UIL Limited Report and Accounts for the year to 30 June 2025 Level 1 – Unadjusted, fully accessible and current quoted prices in active markets for identical assets or liabilities. Included within this category are investments listed on any recognised stock exchange. Level 2 – Quoted prices for similar assets or liabilities, or other directly or indirectly observable inputs which exist for the duration of the period of investment. Examples of such instruments would be convertible loans in listed investee companies, securities for which the quoted price has been recently suspended, securities for which an offer price has been announced in the market, forward exchange contracts and certain other derivative instruments. Level 3 – External inputs are unobservable. Value is the Directors’ best estimate of fair value, based on advice from relevant knowledgeable experts, use of recognised valuation techniques and on assumptions as to what inputs other market participants would apply in pricing the same or similar instruments. Included in level 3 are investments in private companies or securities, whether invested in directly, via loans or through pooled private equity vehicles. (d) Valuation of investments and derivative financial instruments held at fair value through profit or loss Investment purchases and sales are accounted for on the trade date, inclusive of transaction costs. Investments, including both equity and loans, used for efficient portfolio management are classified as being at fair value through profit or loss. As the Company’s business is investing in financial assets with a view to profiting from their total return in the form of dividends, interest or increases in fair value, its investments (including those ordinarily classified as subsidiaries under IFRS 10 but exempted by that financial reporting standard from the requirement to be consolidated) are designated as being at fair value through profit or loss on initial recognition. Derivatives including forward foreign exchange contracts and options are accounted for as a financial asset/liability at fair value through profit or loss. The Company manages and evaluates the performance of these investments and derivatives on a fair value basis in accordance with its investment strategy and information about the Company is provided internally on this basis to the Company’s Directors and key management personnel. Gains and losses on investments and on derivatives are analysed within the Income Statement as capital returns. Quoted investments are shown at fair value using market bid prices. The fair value of unquoted investments is determined by the Board in accordance with the International Private Equity and Venture Capital Valuation guidelines. In exercising its judgement over the value of these investments, the Board uses valuation techniques which take into account, where appropriate, latest dealing prices, valuations from reliable sources, net asset values, earnings multiples, recent orderly transactions in similar securities, time to expected repayment and other relevant factors (see key valuations techniques on pages 92 to 95). (e) Cash and cash equivalents Cash and cash equivalents comprise cash balances. Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the cash flow statement only. (f) Borrowings Interest-bearing loans and overdrafts are initially measured at fair value and subsequently measured at amortised cost using the effective interest method. No debt instruments held during the year required hierarchical classification. Finance charges, including interest, are accrued using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the year. See note 2(k) below for allocation of finance costs between revenue and capital return within the Income Statement. (g) ZDP shares The ZDP shares, due to be redeemed on 31 October 2026 and 2028 at a redemption value, including accrued capitalised returns (see note 17) of 151.50 pence per share and 152.29 pence per share respectively, have been classified as liabilities, as they represent an obligation on behalf of the Group to deliver to their holders a fixed and determinable amount at the redemption date. They are accordingly accounted for at amortised cost, using the effective interest method as per IFRS 9 “Financial Instruments”. ZDP shares held by the Company are eliminated on consolidation for Group purposes. The Company has undertaken (i) to repay any interest free loan, and (ii) to reimburse UIL Finance (by way of payment in advance, if required) any and all costs, expenses, fees or interest UIL Finance incurs or is otherwise liable to pay to the holder of the ZDP shares so as to enable UIL Finance to pay the final capital entitlement of each class of ZDP share on their respective redemption date. The intra group loans are accordingly accounted for at amortised cost, using the effective interest method . ### NOTES TO THE ACCOUNTS (continued) ![]() 68 69 UIL Limited Report and Accounts for the year to 30 June 2025 (h) Foreign currency Foreign currency assets and liabilities are expressed in Sterling at rates of exchange ruling at the statement of financial position date. Foreign currency transactions are translated at the rates of exchange ruling at the dates of those transactions. Exchange profits and losses on currency balances are credited or charged to the Income Statement and analysed as capital or revenue as appropriate. Forward foreign exchange contracts are valued in accordance with quoted market rates. (i) Investment and other income Dividends receivable are brought into the Income Statement and analysed as revenue return (except where, in the opinion of the Directors, their nature indicates they should be recognised as capital under gains and losses on investments) on the ex- dividend date or, where no ex-dividend date is quoted, when the Group’s right to receive payment is established. Where the Group or the Company has elected to receive its dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised as revenue return. Any excess in the value of the shares received over the amount of the cash dividend foregone is recognised as capital return. Interest on debt securities is accrued on a time basis using the effective interest method. Bank and short-term deposit interest is recognised on an accruals basis. These are brought into the Income Statement and analysed as revenue returns. Where dividends are recognised as a capital return, a cost is allocated against the capital return to calculate the investment realised gain or loss, based on the proportion of the capital return against the value of the investment at the time of the distribution. (j) Expenses All expenses are accounted for on an accruals basis. Expenses are charged through the Income Statement and analysed under revenue return except for those expenses incidental to the acquisition or disposal of investments and performance related fees (calculated under the terms of the management agreement), which are analysed under the capital return, as the Directors believe such fees arise from capital performance. (k) Finance costs Finance costs are accounted for using the effective interest method, recognised through the Income Statement and analysed under the revenue return except those finance costs of the ZDP shares and intra group loans which are analysed under the capital return. (l) Dividends payable Dividends paid by the Company are accounted for in the year in which the Company is liable to pay them and are reflected in the Statement of Changes in Equity. Under Bermuda law, the Company is unable to pay a dividend unless, after payment, the realisable value of its assets will not be less than the aggregate of its liabilities and it is able to pay its liabilities as they fall due. (m) Capital reserves The following items are accounted for through the Income Statement as capital returns and transferred to capital reserves: Capital reserve – arising on investments sold • gains and losses on the disposal of investments and derivative instruments • exchange differences of a capital nature • expenses allocated in accordance with notes 2(j) and 1(k) Capital reserve – arising on investments held • increases and decreases in the valuation of investments and derivative instruments held at the year end. (n) Use of estimates and judgements The presentation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on perceived risks, historical experience, expectations of plausible future events and other factors. Actual results may differ from these estimates. Judgements - Information about the judgements that have the most significant effects on the amounts recognised in the financial statements is included in note 12, the classification of the subsidiaries as investment entities. ![]() 70 71 UIL Limited Report and Accounts for the year to 30 June 2025 Assumptions and estimation uncertainties - Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the policy for valuation of unquoted securities as set out in note 2(d) and further information on Board procedures is contained in the Audit & Risk Committee Report and note 30(d). The fair value of unquoted (level 3) investments, as disclosed in note 11, represented 80.9% of total investments as at 30 June 2025 (2024: 61.3%). 3. INVESTMENT AND OTHER INCOME | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Investment income: | | | | | | | | Dividends \* | 13,588 | – | 13,588 | 11,869 | – | 11,869 | | Interest | 40 | – | 40 | 348 | – | 348 | | | 13,628 | – | 13,628 | 12,217 | – | 12,217 | | Other income: | | | | | | | | Interest on cash and short-term deposits | 15 | – | 15 | 10 | – | 10 | | Total income | 13,643 | – | 13,643 | 12,227 | – | 12,227 | \*Includes scrip dividends of £nil (2024: £nil) 4. INCOME NOT RECEIVABLE | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Interest receivable cancelled | 246 | – | 246 | – | – | – | Previously recognised interest receivable from Carebook Technologies Inc ("Carebook") was cancelled on the take over of Carebook by UIL, see note 12. 5. MANAGEMENT AND ADMINISTRATION FEES | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Payable to: | | | | | | | | ICM/ICMIM – management fee and secretarial fees | 369 | – | 369 | 401 | – | 401 | | Administration fees | 138 | – | 138 | 164 | – | 164 | | | 507 | – | 507 | 565 | – | 565 | The Company has appointed ICM Investment Management Limited (“ICMIM”) as its Alternative Investment Fund Manager and joint portfolio manager with ICM Limited (“ICM”), for which they are entitled to a management fee and a performance fee. The aggregate fees payable by the Company are apportioned between the joint portfolio managers as agreed by them. The relationship between ICMIM and ICM is compliant with the requirements of the UK version of the EU Alternative Investment Fund Managers Directive as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended and also such other requirements applicable to ICMIM by virtue of its regulation by the Financial Conduct Authority. ### NOTES TO THE ACCOUNTS (continued) ![]() 70 71 UIL Limited Report and Accounts for the year to 30 June 2025 The annual management fee is 0.5% per annum based on total assets less current liabilities (excluding borrowings and excluding the value of all holdings in companies managed or advised by the Investment Managers or any of their subsidiaries from which they receive a management fee), calculated and payable quarterly in arrears. The agreement with ICM and ICMIM may be terminated upon one year’s notice given by the Company or by ICM and ICMIM, acting together. In addition, the Investment Managers are entitled to a capped performance fee payable in respect of each financial period, equal to 15% of the amount by which the Company’s net asset value ("NAV") attributable to holders of ordinary shares outperforms the higher of (i) 5.0%, and (ii) the post-tax yield on the FTSE Actuaries Government Securities UK Gilts 5 to 10 years’ index, plus inflation (on the RPIX basis) (the “Reference Rate”). The opening equity funds for calculation of the performance fee are the higher of (i) the equity funds on the last day of a calculation period in respect of which a performance fee was last paid, adjusted for capital events and dividends paid since that date (the “high watermark”); and (ii) the equity funds on the last day of the previous calculation period increased by the Reference Rate during the calculation period and adjusted for capital events and dividends paid since the previous calculation date. In a period where the Investment Managers or any of their associates receive a performance fee from any ICM managed investment in which UIL is an investor, the performance fee payable by UIL will be reduced by a proportion corresponding to UIL’s percentage holding in that investment applied to the underlying investment performance fee, subject to the provision that the UIL performance fee cannot be a negative figure. In calculating any performance fee payable, a cap of 2.5% of closing NAV (adjusted for capital events and dividends paid) will be applied following any of the above adjustments and any excess over this cap shall be written off. A performance fee was last paid in respect of the year to 30 June 2019. As at that date the equity shareholders’ funds were £326.3m. As at 30 June 2021, the attributable shareholders’ funds were above the high watermark. However, after adjusting for the allocated share of performance fees (paid and accrued) from ICM managed investments in which UIL is an investor, no performance fee was accrued. In the year to 30 June 2025, although UIL’s NAV return is above the required hurdle of 6.2% return, the attributable shareholders' funds were below the high watermark, and therefore no performance fee has been accrued. ICM also provides company secretarial services to the Company with the Company paying 45% of the incurred costs associated with this post. JP Morgan Chase Bank N.A. – London Branch has been appointed Administrator and ICMIM has appointed W1M Investment Management Limited ("W1M”) to provide certain support services (including middle office, market dealing and information technology support services). The Company or the Administrator may terminate the agreement with the Administrator upon six months’ notice in writing. 6. OTHER EXPENSES | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Auditor’s remuneration (see note 6A) | 176 | – | 176 | 225 | – | 225 | | Broker and consultancy fees | 42 | – | 42 | 43 | – | 43 | | Custody fees | 6 | – | 6 | 15 | – | 15 | | Directors’ fees for services to the Company | | | | | | | | (see Directors’ Remuneration Report on pages | | | | | | | | 50 to 52) | 184 | – | 184 | 180 | – | 180 | | Travel expenses | 62 | – | 62 | 49 | – | 49 | | Professional and legal fees | 135 | – | 135 | 133 | – | 133 | | Sundry expenses | 261 | 2 | 263 | 261 | 2 | 263 | | | 866 | 2 | 868 | 906 | 2 | 908 | ![]() 72 73 UIL Limited Report and Accounts for the year to 30 June 2025 6A. AUDITOR’S REMUNERATION Fees paid to the Group’s auditor are summarised below: | | | | | --- | --- | --- | | Group Auditor – KPMG Audit Limited | 2025 | 2024 | | Group and Company Annual Audit Fees | £’000s | £’000s | | Audit of the Group and Company’s annual financial statements | 172 | 180 | | Additional audit costs for the prior year | – | 33 | | Other non-audit services – agreed procedures on interim financial statements | 4 | 12 | | Total auditor’s remuneration for the year | 176 | 225 | 7. FINANCE COSTS | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | Group | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Loans and bank overdrafts | 1,241 | – | 1,241 | 2,242 | – | 2,242 | | ZDP shares (see note 17) | – | 4,086 | 4,086 | – | 5,207 | 5,207 | | | 1,241 | 4,086 | 5,327 | 2,242 | 5,207 | 7,449 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | 2024 | | | Revenue | Capital | Total | Revenue | Capital | Total | | Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Loans and bank overdrafts | 1,241 | – | 1,241 | 2,242 | – | 2,242 | | Intra-group loan account | – | 4,337 | 4,337 | – | 5,393 | 5,393 | | | 1,241 | 4,337 | 5,578 | 2,242 | 5,393 | 7,635 | 8. TAXATION Profits of the Company and UIL Finance for the year and for the year end 30 June 2024 are not subject to any taxation within their countries of residence. The Company is not in scope for Bermuda Income Tax Act 2023. The Company is subject to tax in Australia on taxable Australian property. As at 30 June 2025, the Company had total Australian unutilised tax losses of £4,332,000 (2024: £5,069,000). Only future taxable capital gains on Australian property can be utilised against these available capital losses. A deferred tax asset has not been recognised in respect of these Australian tax losses because the Company is not expected to generate any taxable future gains on Australian property and, accordingly, it is unlikely that the Company will be able to reduce future Australian tax liabilities through the use of the existing loss. ### NOTES TO THE ACCOUNTS (continued) ![]() 72 73 UIL Limited Report and Accounts for the year to 30 June 2025 9. EARNINGS PER ORDINARY SHARE The calculation of earnings per ordinary share from continuing operations is based on the following data: | | | | | | | --- | --- | --- | --- | --- | | | | Group | | Company | | | 2025 | 2024 | 2025 | 2024 | | | £’000s | £’000s | £’000s | £’000s | | Revenue | 10,783 | 8,514 | 10,783 | 8,514 | | Capital | 10,117 | (33,529) | 10,460 | (33,634) | | Total profit/(loss) for the year | 20,900 | (25,015) | 21,243 | (25,120) | | | Number | Number | Number | Number | | Weighted average number of shares in issue during the year for earnings | | | | | | per share calculations | 90,525,654 | 83,842,918 | 90,525,654 | 83,842,918 | | | Pence | Pence | Pence | Pence | | Revenue return per share | 11.91 | 10.15 | 11.91 | 10.15 | | Capital return per share | 11.18 | (39.99) | 11.56 | (40.11) | | Total profit/(loss) per share | 23.09 | (29.84) | 23.47 | (29.96) | 10. DIVIDENDS | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Record | Payment | 2025 | 2024 | | Group and Company | | date | date | £’000s | £’000s | | 2023 | Fourth quarterly of 2.00p | 29-Sep-23 | 13-Oct-23 | – | 1,677 | | 2024 | First quarterly of 2.00p | 01-Dec-23 | 21-Dec-23 | – | 1,677 | | 2024 | Second quarterly of 2.00p | 10-May-24 | 23-May-24 | – | 1,677 | | 2024 | Third quarterly of 2.00p | 05-Jul-24 | 31-Jul-24 | 1,677 | – | | 2024 | Fourth quarterly of 2.00p | 27-Sep-24 | 08-Nov-24 | 1,675 | – | | 2025 | First quarterly of 2.00p | 03-Jan-25 | 17-Jan-25 | 1,864 | – | | 2025 | Second quarterly of 2.00p | 28-Mar-25 | 25-Apr-25 | 1,861 | – | | | | | | 7,077 | 5,031 | 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 2.0 0p 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. ![]() 74 75 UIL Limited Report and Accounts for the year to 30 June 2025 11. INVESTMENTS | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 2025 | | | | 2024 | | | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | | Group | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Investments brought forward | | | | | | | | | | Cost | 61,011 | 104,598 | 146,284 | 311,893 | 76,016 | 110,503 | 168,186 | 354,705 | | (Losses)/gains | (21,604) | (51,464) | (3) | (73,071) | (12,901) | (37,923) | 4,466 | (46,358) | | Valuation | 39,407 | 53,134 | 146,281 | 238,822 | 63,115 | 72,580 | 172,652 | 308,347 | | Movements in the year: | | | | | | | | | | Transfer between levels 1 | 2,525 | (45,864) | 43,339 | – | – | – | – | – | | Purchases at cost | 484 | 436 | 55,452 | 56,372 | 524 | – | 10,597 | 11,121 | | Sale proceeds | (2,082) | – | (58,531) | (60,613) | (20,473) | (4,722) | (27,239) | (52,434) | | Gains/(losses) on investments | 3,276 | (3,856) | 14,200 | 13,620 | (3,759) | (14,724) | (9,729) | (28,212) | | Valuation at 30 June | 43,610 | 3,850 | 200,741 | 248,201 | 39,407 | 53,134 | 146,281 | 238,822 | | Analysed at 30 June | | | | | | | | | | Cost | 62,226 | 24,115 | 199,643 | 285,984 | 61,011 | 104,598 | 146,284 | 311,893 | | (Losses)/gains | (18,616) | (20,265) | 1,098 | (37,783) | (21,604) | (51,464) | (3) | (73,071) | | Valuation | 43,610 | 3,850 | 200,741 | 248,201 | 39,407 | 53,134 | 146,281 | 238,822 | 1 During the year to 30 June 2025 one holding with a value of £2.5m was transferred from level 2 to level 1 due to the investee company shares resuming regular trading and the holdings in Carebook and Zeta Resources Limited ("Zeta Resources"), together with a value of £43.3m were transferred from level 2 to level 3 due to the delisting of the investee company shares, see note 12. The book cost and fair value were transferred using the 30 June 2024 balances. | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 2025 | | | | 2024 | | | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | | Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Investments brought forward | | | | | | | | | | Cost | 61,595 | 106,951 | 146,284 | 314,830 | 76,016 | 113,440 | 168,186 | 357,642 | | (Losses)/gains | (21,633) | (51,161) | (3) | (72,797) | (12,901) | (37,730) | 4,466 | (46,165) | | | 39,962 | 55,790 | 146,281 | 242,033 | 63,115 | 75,710 | 172,652 | 311,477 | | Movements in the year: | | | | | | | | | | Transfer between levels 2 | 2,525 | (45,864) | 43,339 | – | 543 | (543) | – | – | | Purchases at cost | 677 | 436 | 55,452 | 56,565 | 524 | – | 10,597 | 11,121 | | Sale proceeds | (2,082) | – | (58,531) | (60,613) | (20,473) | (4,722) | (27,239) | (52,434) | | Gains/(losses) on investments | 3,431 | (3,417) | 14,200 | 14,214 | (3,747) | (14,655) | (9,729) | (28,131) | | Valuation at 30 June | 44,513 | 6,945 | 200,741 | 252,199 | 39,962 | 55,790 | 146,281 | 242,033 | | Analysed at 30 June | | | | | | | | | | Cost | 63,003 | 26,468 | 199,643 | 289,114 | 61,595 | 106,951 | 146,284 | 314,830 | | (Losses)/gains | (18,490) | (19,523) | 1,098 | (36,915) | (21,633) | (51,161) | (3) | (72,797) | | Valuation | 44,513 | 6,945 | 200,741 | 252,199 | 39,962 | 55,790 | 146,281 | 242,033 | 2 During the year to 30 June 2025 one holding with a value of £2.5m was transferred from level 2 to level 1 due to the investee company shares resuming regular trading and the holdings in Carebook and Zeta Resources, together with a value of £43.3m were transferred from level 2 to level 3 due to the delisting of the investee company shares, see note 12 (2024: one holding with a value of £0.5m was transferred from level 2 to level 1 due to the investee company shares resuming regular trading). The book cost and fair value were transferred using the 30 June 2024 balances (2024: 30 June 2023 balances). ### NOTES TO THE ACCOUNTS (continued) ![]() 74 75 UIL Limited Report and Accounts for the year to 30 June 2025 The Group and Company received £60,613,000 (2024: £52,434,000) from investments sold in the year. The book cost of these investments when they were purchased was £82,281,000 (2024: £53,933,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments. Group and Company Within purchases and sales non cash settlements amounted to £43.8m and £35.8m respectively (2024: £1.0m and £4.4m respectively) Disposals in level 3 investments includes £3.6m related to repayment of capital and £36.8m of capital distribution (2024: £6.4m related to repayment of capital and £9.4m of capital distribution) Level 1 includes investments listed on any recognised stock exchange or quoted on any secondary market Level 2 includes holdings linked directly to companies whose prices are quoted and quoted investments that are thinly traded Level 3 includes investments in private companies and other unquoted securities | | | | | | | --- | --- | --- | --- | --- | | | | Group | | Company | | | 2025 | 2024 | 2025 | 2024 | | Gains/(losses) on investments held at fair value | £’000s | £’000s | £’000s | £’000s | | Losses on investments sold | (21,668) | (1,499) | (21,668) | (1,499) | | Gains/(losses) on investments held | 35,288 | (26,713) | 35,882 | (26,632) | | Total gains/(losses) on investments | 13,620 | (28,212) | 14,214 | (28,131) | Group and Company In the year the following material level 3 holdings were sold: | | | | | | --- | --- | --- | --- | | | | | Carrying value at the | | | | | end of the previous | | | Proceeds | Cost | accounting period | | 2025 | £’000s | £’000s | £’000s | | Allectus Capital Limited (see transactions with Zeta | | | | | Resources on page 79) | 13,834 | 21,018 | 12,157 | | | | | | | --- | --- | --- | --- | | | | | Carrying value at the | | | | | end of the previous | | | Proceeds | Cost | accounting period | | 2024 | £’000s | £’000s | £’000s | | Permanent Investments Limited | 4,701 | – | – + | | Somers Limited ("Somers") – partial sale | 4,310 | 2,633 | 3,133 | + Purchased in the year ended 30 June 2024 Joint Ventures Under IFRS 9 Financial Instruments and IAS 28 Investments in Associates and Joint Ventures, the following joint ventures are held as part of the investment portfolio and consequently are accounted for as investments at fair value through profit and loss: | | | | | | | | --- | --- | --- | --- | --- | --- | | | Country of | | 2025 | | 2024 | | | registration | Number of | Holding and | Number of | Holding and | | | and | ordinary | voting rights | ordinary | voting rights | | | incorporation | shares held | % | shares held | % | | Allectus Capital Limited (“Allectus Capital”) | Bermuda | – | – | 100 | 50 | | Allectus Quantum Holdings Limited | | | | | | | (“Allectus Quantum”) | United Kingdom | 503 | 50 | 503 | 50 | ![]() 76 77 UIL Limited Report and Accounts for the year to 30 June 2025 Transactions in the year to 30 June 2025 with joint ventures held as investments: | | | | --- | --- | | 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 on page 79). | | Allectus Quantum | UIL paid fees of £5k incurred by Allectus Quantum. | The above joint ventures have been identified as unconsolidated structured entities. Allectus Capital and Allectus Quantum are closed-end investment companies. They meet the definition to provide a structured entity because each funds activities are restricted to its objectives and a necessity for subordinate backing. | | | | | --- | --- | --- | | | Nature and purpose | Interest held | | Allectus Capital | Investment company investing in listed and unlisted Technology | – | | | focused investments | | | Allectus Quantum | Investment company investing in listed and unlisted quantum | Ordinary shares | | | computing focused investments | | These companies are financed through the issue of shares to the investors and loans from the investors. The table below sets out interests held by the Company in the unconsolidated structure entities. The maximum exposure to loss is the carrying amount of the financial assets held. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 30 June | | | 2025 | | | 2024 | | | | | Carrying amount | | | Carrying amount | | | | | included in non- | | | included in non- | | | Number of | Total net | pledged financial | Number | Total net | pledged financial | | | investee | assets | assets at fair value | of investee | assets | assets at fair value | | | companies | £'000s | £'000s | companies | £'000s | £'000s | | Investments in Allectus | | | | | | | | Quantum (2024: Allectus | | | | | | | | Capital and Allectus Quantum) | | | | | | | | Equity (2024: Equity/loans) | 1 | 21,995 | 21,995 | 27 | 26,838 | 26,838 | During the year the Company provided financial support to Allectus Capital, see above. ### NOTES TO THE ACCOUNTS (continued) ![]() 76 77 UIL Limited Report and Accounts for the year to 30 June 2025 Associated undertakings Under IFRS10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following associate undertakings are held as part of the investment portfolio and consequently are accounted for as investments at fair value through profit and loss: | | | | | | | --- | --- | --- | --- | --- | | | Country of | Number of | 2025 | 2024 | | | registration and | ordinary shares | % of ordinary | % of ordinary | | | incorporation | held | shares held | shares held | | DTI Group Ltd (“DTI”) | Australia | 233,211,353 | 26.1 | 23.0 | | Gumtree Australia Markets Limited | Australia | 75,605,734 | 23.4 | 23.6 | | Novareum Blockchain Asset Fund Ltd ("Novareum") | Cayman Islands | 16,942 1 | 22.9 | 20.3 | | Orbital Corporation Limited (“Orbital”) | Australia | 50,844,166 | 29.7 2 | 28.9 | | Resimac Group Limited (“Resimac”) | Australia | 124,935,431 3 | 31.6 | 31.1 | | Serkel Solutions Pty Ltd (“Serkel”) | Australia | 10,510 | 33.3 | 33.3 | | SmileStyler Solutions Pty Ltd (“SmileStyler”) | Australia | 1,151,434 | 24.0 | 24.0 | | Somers | Bermuda | 9,286,108 | 40.6 | 40.4 | | SportEngaged Ltd | United Kingdom | 25 | 20.0 | 20.0 | 1 Units held 2 At the year end the Company held 50,844,166 equity shares and held 30.9% of the undiluted shareholding of Orbital. Factoring in dilutive options the Company's stake in Orbital is 29.7% (2024: 28.9%). 3 Shares held directly 36,152,616 (2024: 36,152,616) and indirectly through Somers 88,782,815 (2024: 88,293,975) | | | | | | --- | --- | --- | --- | | Transactions in the year to 30 June 2025 with 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 | There were no transactions during the year. | | | | Limited | | | | | 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 note 15 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 note 15 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. | | | ![]() 78 79 UIL Limited Report and Accounts for the year to 30 June 2025 Significant interests In addition to the above, the Group and Company have a holding of 3% or more of any class of share capital of the following investments, which are material in the context of the Accounts: | | | | | | | --- | --- | --- | --- | --- | | | | | 2025 | 2024 | | | Country of | | % of class of | % of class of | | | registration | Class of | instrument | instrument | | Undertaking | and incorporation | instrument held | held | held | | Utilico Emerging Markets Trust Plc | United Kingdom | Ordinary Shares | 5.0 | 4.9 | | WT Financial Group Ltd | Australia | Ordinary Shares | 18.5 | 18.5 | 12. SUBSIDIARY UNDERTAKINGS The following was a subsidiary undertaking of the Company at 30 June 2025 and 30 June 2024. | | | | | | --- | --- | --- | --- | | | Country of operation, | | Holding and | | | registration and | | voting | | | incorporation | Number and class of shares held | rights % | | UIL Finance Limited | Bermuda | 10 ordinary shares of 10p nil paid share | 100 | The subsidiary was incorporated, and commenced trading, on 17 January 2007 to carry on business as an investment company. UIL Finance provides financial services to the Company and under IFRS 10 Consolidated Financial Statements is consolidated in the Group accounts. Under IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities, the following are subsidiaries of the Company, held as part of the investment portfolio, and are accounted for as investments at fair value through profit and loss. | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | 2025 | | 2024 | | | Country of | Number of | Holding and | Number of | Holding and | | | registration and | ordinary | voting rights | ordinary | voting rights | | | incorporation | shares held | % | shares held | % | | Carebook | Canada | 90,252,356 | 87.8 | 48,546,167 | 47.3 1 | | Coldharbour Technology Limited (“Coldharbour”) | United Kingdom | 29,660,694 | 96.5 | 29,660,694 | 96.5 | | Energy Holdings Ltd | Bermuda | 100 | 100.0 | 100 | 100.0 | | Northbrook Resources Ltd | United Kingdom | 44,348,478 2 | 51.0 | 44,348,478 2 | 51.0 | | West Hamilton Holdings Limited (“West Hamilton”) | Bermuda | 1,659,390 | 57.0 | 1,659,390 | 57.0 | | Zeta Minerals Limited ("Zeta Minerals") | United Kingdom | 1,100 | 100.0 | 100 | 100.0 | | Zeta Resources | Bermuda | 486,491,247 | 100.0 | 316,441,093 | 59.7 | 1 Associated undertaking in 2024 2 Preference shares ### NOTES TO THE ACCOUNTS (continued) ![]() 78 79 UIL Limited Report and Accounts for the year to 30 June 2025 Transactions in the year to 30 June 2025 with subsidiaries held as investments | | | | --- | --- | | 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, see note 31. | | 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% share holder 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 note 15 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 share holding 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%. | ![]() 80 81 UIL Limited Report and Accounts for the year to 30 June 2025 13. OTHER RECEIVABLES – CURRENT ASSETS | | | | | --- | --- | --- | | | 2025 | 2024 | | Group and Company | £’000s | £’000s | | Accrued income | – | 267 | | Prepayments and other debtors | 34 | 29 | | | 34 | 296 | 14. DERIVATIVE FINANCIAL INSTRUMENTS Changes in derivatives Changes in total net current derivative financial instruments are as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | Group and Company | £’000s | £’000s | | Valuation brought forward | – | 110 | | Net settlements | (178) | (75) | | Gains/(losses) | 178 | (35) | | Valuation carried forward | – | – | 15. LOANS – CURRENT LIABILITY | | | | | --- | --- | --- | | | 2025 | 2024 | | Group and Company | £’000s | £’000s | | GBP 2.9m repaid August 2024 | – | 2,850 | | GBP 19.5m repayable October 2025 | 19,525 | – | | | 19,525 | 2,850 | In March 2024 Union Mutual Pension Fund Limited (“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%. 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 on page 77). The loan bears interest at an annual rate of 7.0%. On 9 October 2024 Somers provided a £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 on page 77). The loan bears interest at an annual rate of 10.5%. On 10 December 2024, Resimac Group Limited ("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 on page 86) 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 Securities Limited ("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. The loan facility with Bank of Nova Scotia 2024 expired on 19 April 2024 and the loans drawn were fully repaid on 28 March 2024. ### NOTES TO THE ACCOUNTS (continued) ![]() 80 81 UIL Limited Report and Accounts for the year to 30 June 2025 16. OTHER PAYABLES | | | | | | | --- | --- | --- | --- | --- | | | | Group | | Company | | | 2025 | 2024 | 2025 | 2024 | | | £’000s | £’000s | £’000s | £’000s | | Intra-group loans | – | – | – | 40,778 | | Accrued finance costs | 519 | 40 | 519 | 40 | | Accrued expenses | 313 | 382 | 313 | 382 | | | 832 | 422 | 832 | 41,200 | The Directors consider that the carrying values of other payables are equivalent to their fair value. 17. ZDP SHARES | | | | | | --- | --- | --- | --- | | | | | Group | | | | 2025 | 2024 | | ZDP shares – current liabilities | | £’000s | £’000s | | 2024 | ZDP shares | – | 40,778 | | ZDP shares – non-current liabilities | | | | | 2026 | ZDP shares | 32,116 | 30,513 | | 2028 | ZDP shares | 30,068 | 28,505 | | | | 62,184 | 59,018 | | Total ZDP shares liabilities | | 62,184 | 99,796 | | | | | | | --- | --- | --- | --- | | Authorised ZDP shares at 30 June 2025 and 30 June 2024 are as follows: | | Number | £’000s | | 2022 | ZDP shares | 63,686,754 | 3,387 | | 2024 | ZDP shares | 76,717,291 | 2,917 | | 2026 | ZDP shares | 25,000,000 | 2,500 | | 2028 | ZDP shares | 44,842,717 | 1,734 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 2024 | | 2026 | | 2028 | Total | | 2025 | Number | £’000s | Number | £’000s | Number | £’000s | £’000s | | Balance at 30 June 2024 | 30,000,000 | 40,778 | 22,690,380 | 30,513 | 24,416,265 | 28,505 | 99,796 | | Redemption of ZDP shares | (30,000,000) | (41,505) | – | – | (195,000) | (193) | (41,698) | | Finance costs (see note 7) | – | 727 | – | 1,603 | – | 1,756 | 4,086 | | Balance at 30 June 2025 | – | – | 22,690,380 | 32,116 | 24,221,265 | 30,068 | 62,184 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 2024 | | 2026 | | 2028 | Total | | 2024 | Number | £’000s | Number | £’000s | Number | £’000s | £’000s | | Balance at 30 June 2023 | 30,000,000 | 38,765 | 22,690,380 | 29,005 | 24,416,265 | 26,819 | 94,589 | | Finance costs (see note 7) | – | 2,013 | – | 1,508 | – | 1,686 | 5,207 | | Balance at 30 June 2024 | 30,000,000 | 40,778 | 22,690,380 | 30,513 | 24,416,265 | 28,505 | 99,796 | On 31 October 2024 the 30,000,000 2024 ZDP shares that were in issue were redeemed at 138.35p per 2024 ZDP share. The Company held 2,309,620 2026 ZDP shares as at 30 June 2024 and 30 June 2025. The Company held 583,735 2028 ZDP shares as at 30 June 2024. In the year, the Company purchased 195,000 2028 ZDP shares in the open market, paying £0.2m. The Company held 778,735 2028 ZDP shares as at 30 June 2025. ![]() 82 83 UIL Limited Report and Accounts for the year to 30 June 2025 2026 ZDP shares Based on the initial entitlement of a 2026 ZDP share of 100p on 26 April 2018, a 2026 ZDP share will have a final capital entitlement at the end of its life on 31 October 2026 of 151.50p equating to a 5.00% per annum gross redemption yield. The capital entitlement (excluding issue costs) per 2026 ZDP share as at 30 June 2025 was 141.95p (2024: 135.15p). 2028 ZDP shares Based on the initial entitlement of a 2028 ZDP share of 100p on 23 April 2021, a 2028 ZDP share will have a final capital entitlement at the end of its life on 31 October 2028 of 152.29p equating to a 5.75% per annum gross redemption yield. The capital entitlement (excluding issue costs) per 2028 ZDP share as at 30 June 2024 was 126.39p (2024: 119.49p). The ZDP shares are traded on the London Stock Exchange and are stated at amortised cost using the effective interest method. The ZDP shares carry no entitlement to income however they have a pre-determined final capital entitlement which ranks behind all other liabilities and creditors of UIL Finance and UIL but in priority to the ordinary shares of the Company save in respect of certain winding up revenue profits. The growth of each ZDP accrues daily and is reflected in the capital return and NAV per ZDP share on an effective interest rate basis. The ZDP shares do not carry any voting rights at general meetings of the Company. However the Company will not be able to carry out certain corporate actions unless it obtains at separate meetings approval of each class of ZDP shareholders. Separate approval of each class of ZDP shareholders must be obtained in respect of any proposals which would affect their respective rights, including any resolution to wind up the Company. In addition the approval of ZDP shareholders by the passing of a special resolution at separate class meetings of the ZDP shareholders is required in relation to any proposal to modify, alter or abrogate the rights attaching to any class of the ZDP shares and in relation to any proposal by UIL or UIL Finance which would reduce the Group’s cover of the existing ZDP shares below 1.35 times. On a liquidation of UIL and/or UIL Finance, to the extent that the relevant classes of ZDP shares have not already been redeemed, the 2026 ZDP shares shall rank in priority to the 2028 ZDP shares in relation to the repayment of their accrued capital entitlement as at the date of liquidation: The entitlement of ZDP shareholders of a particular class shall be determined in proportion to their holdings of ZDP shares of that class. 18. OTHER PAYABLES - NON-CURRENT LIABILITY | | | | | --- | --- | --- | | | 2025 | 2024 | | Company | £’000s | £’000s | | Intra-group loans | 66,447 | 62,837 | In consideration for UIL Finance agreeing to transfer to the Company certain assets, the Company has undertaken (i) to repay any interest free loan, and (ii) to reimburse UIL Finance (by way of payment in advance, if required) any and all costs, expenses, fees or interest UIL Finance incurs or is otherwise liable to pay to the holder of the ZDP shares so as to enable UIL Finance to pay the final capital entitlement of each class of ZDP share on their respective redemption date. The amount owed in the accounts as at 30 June 2025 is a non-current liability of £66,447,000 (2024: current liability of £40,778,000 and a non-current liability of £62,837,000) based on the entitlements of the ZDP shareholders at the relevant date. The loan is repayable on the date when the underlying ZDP shares are redeemed. ### NOTES TO THE ACCOUNTS (continued) ![]() 82 83 UIL Limited Report and Accounts for the year to 30 June 2025 19. ORDINARY SHARE CAPITAL | | | | | --- | --- | --- | | | Number | £’000s | | Equity share capital: | | | | Ordinary shares of 10p each with voting rights | | | | Authorised | 250,000,000 | 25,000 | | | | | | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Total shares in issue | Number | £’000s | Number | £’000s | | Balance brought forward | 83,842,918 | 8,384 | 83,842,918 | 8,384 | | Issued by the Company | 9,504,199 | 950 | – | – | | Purchased for cancellation by the Company | (459,938) | (45) | – | – | | Balance carried forward | 92,887,179 | 9,289 | 83,842,918 | 8,384 | During the year the Company issued 9,504,199 ordinary shares to GPLPF at £1.6655 per share, a total cost of £15,829,000 (see note 12, Zeta Resources related party transactions). The admission cost of the shares to the London Stock Exchange was £26,000. During the year the Company bought back for cancellation 459,938 (2024: nil) ordinary shares at a total cost of £514,000 (2024: £nil) Since the year end, 508,577 ordinary shares have been purchased for cancellation at a total cost of £651,000. In addition to receiving the income distributed by way of dividend, the ordinary shareholders will be entitled to any balances on the revenue reserve at the winding up date, together with the assets of the Company remaining after payment of the ZDP shareholders’ entitlement. The ordinary shareholders participate in all general meetings of the Company on the basis of one vote for each share held. 20. SHARE PREMIUM ACCOUNT | | | | | --- | --- | --- | | | 2025 | 2024 | | Group and Company | £’000s | £’000s | | Balance brought forward | 37,874 | 37,874 | | Issued by the Company | 14,879 | – | | Cost of issue of shares | (26) | – | | Purchased for cancellation by the Company | (469) | – | | Balance carried forward | 52,258 | 37,874 | 21. SPECIAL RESERVE | | | | | --- | --- | --- | | | 2025 | 2024 | | Group and Company | £’000s | £’000s | | Balance brought forward and carried forward | 233,866 | 233,866 | The special reserve is available for distribution purposes. The reserve will not constitute winding up revenue profits in the event of the Company’s liquidation. ![]() 84 85 UIL Limited Report and Accounts for the year to 30 June 2025 22. CAPITAL RESERVES | | | | | | | --- | --- | --- | --- | --- | | | | Group | | Company | | | 2025 | 2024 | 2025 | 2024 | | Capital reserves comprise of: | £’000s | £’000s | £’000s | £’000s | | Arising on investments sold | (109,907) | (84,736) | (111,040) | (85,618) | | Arising on revaluation of investments held | (37,783) | (73,071) | (36,915) | (72,797) | | Balance as at 30 June | (147,690) | (157,807) | (147,955) | (158,415) | Included within the capital reserve movement for the year is £32,560,000 (2024: £9,364,000) of capital distributions, £nil (2024: £nil) of transaction costs on purchases of investments and £nil (2024: £6,000) of transaction costs on sales of investments. 23. REVENUE RESERVE | | | | | --- | --- | --- | | | 2025 | 2024 | | Group and Company | £’000s | £’000s | | Balance brought forward | 15,218 | 11,735 | | Amount transferred to revenue reserve | 10,783 | 8,514 | | Dividends paid in the year | (7,077) | (5,031) | | Balance as at 30 June | 18,924 | 15,218 | Under Bermuda Law, a company cannot declare or pay a dividend, or make a distribution out of contributed surplus, unless there are reasonable grounds for believing that: the company is and will after the payment be able to meet its liabilities as they become due; and the realisable value of the company's assets will not thereby be less than the aggregate of its liabilities. The net assets of the Company as at 30 June 2025 was £166.4m (2024: £136.9m). 24. NET ASSET VALUE PER ORDINARY SHARE NAV per ordinary share is based on net assets at the year end of £166,647,000 for the Group and £166,382,000 for the Company (2024: £137,535,000 for the Group and £136,927,000 for the Company) and on 92,887,179 ordinary shares in issue at the year end (2024: 83,842,918). 25. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Non-cash flow | | | | Group | | | | | | changes | | | | | Balance at | | | | Foreign | | | Balance | | | 30 June | Transactions | | | exchange | | Finance | at 30 June | | | 2024 | in the year | Receipts | Payments | movement | Settlements | costs | 2025 | | 2025 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Loans | 2,850 | – | 37,594 | (14,265) | (416) | (6,238)\* | – | 19,525 | | ZDP shares | 99,796 | – | – | (41,698) | – | – | 4,086 | 62,184 | | Dividends paid | – | 7,077 | – | (5,707) | – | (1,370) | – | – | | Issue of shares | – | (15,829) | – | – | – | 15,829 | – | – | | Cost of issue of shares | – | 26 | – | (26) | – | – | – | – | | Repurchase | – | 514 | – | (514) | – | – | – | – | | of shares for cancellation | 102,646 | (8,212) | 37,594 | (62,210) | (416) | 8,221 | 4,086 | 81,709 | \* Non cash flow receipts of £7,635,000 and non cash flow repayments of £13,873,000. ### NOTES TO THE ACCOUNTS (continued) ![]() 84 85 UIL Limited Report and Accounts for the year to 30 June 2025 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Non-cash flow | | | | | | | | | | changes | | | | | Balance | | | | Foreign | | | Balance | | | at 30 June | Transactions | | | exchange | | Finance | at 30 June | | | 2023 | in the year | Receipts | Payments | movement | Settlements | costs | 2024 | | 2024 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Loans | 42,691 | – | 9,814 | (46,336) | 54 | (3,373) | – | 2,850 | | ZDP shares | 94,589 | – | – | – | – | – | 5,207 | 99,796 | | Dividends paid | – | 5,031 | – | (5,031) | – | – | – | – | | | 137,280 | 5,031 | 9,814 | (51,367) | 54 | (3,373) | 5,207 | 102,646 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Non-cash flow | | | | Company | | | | | | changes | | | | | Balance at | | | | Foreign | | | Balance | | | 30 June | Transactions | | | exchange | | Finance | at 30 June | | | 2024 | in the year | Receipts | Payments | movement | Settlements | costs | 2025 | | 2025 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Loans | 2,850 | – | 37,594 | (14,265) | (416) | (6,238)\* | – | 19,525 | | Intra-group loans | 103,615 | – | – | (41,505) | – | – | 4,337 | 66,447 | | Dividends paid | – | 7,077 | – | (5,707) | – | (1,370) | – | – | | Issue of shares | – | (15,829) | – | – | – | 15,829 | – | – | | Cost of issue of shares | – | 26 | – | (26) | – | – | – | – | | Repurchase | – | 514 | – | (514) | – | – | – | – | | of shares for cancellation | 106,465 | (8,212) | 37,594 | (62,017) | (416) | 8,221 | 4,337 | 85,972 | \* Non cash flow receipts of £7,635,000 and non cash flow repayments of £13,873,000. | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Non-cash flow | | | | | | | | | | changes | | | | | Balance at | | | | Foreign | | | Balance | | | 30 June | Transactions | | | exchange | | Finance | at 30 June | | | 2023 | in the year | Receipts | Payments | movement | Settlements | costs | 2024 | | 2024 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Loans | 42,691 | – | 9,814 | (46,336) | 54 | (3,373) | – | 2,850 | | Intra-group loans | 98,222 | – | – | – | – | – | 5,393 | 103,615 | | Dividends paid | – | 5,031 | – | (5,031) | – | – | – | – | | | 140,913 | 5,031 | 9,814 | (51,367) | 54 | (3,373) | 5,393 | 106,465 | 26. ULTIMATE PARENT UNDERTAKING In the opinion of the Directors, the Group’s ultimate parent undertaking is Somers Isles Private Trust Company Limited (“SIPTCL”), a company incorporated in Bermuda and owned by Mr Duncan Saville. ![]() 86 87 UIL Limited Report and Accounts for the year to 30 June 2025 27. 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 UMPF held 10.2% of UIL’s shares, UMPF merged with GPLPF in the year). The ultimate parent undertaking of GPLPF is SIPTCL as referred to in note 26. Subsidiaries of UIL: Carebook, Coldharbour, Energy Holdings Ltd, Northbrook Resources Limited, UIL Finance, West Hamilton, Zeta Minerals and Zeta Resources. On consolidation, transactions between the Company and UIL Finance have been eliminated. Joint ventures of UIL: Allectus Quantum and Allectus Capital Associated undertakings: DTI, Gumtree Australia Markets Limited, Novareum, Orbital, Resimac, Serkel, SmileStyler, Somers and SportEngaged Ltd. Subsidiaries of the above subsidiaries, joint ventures and associated undertakings: Allectus Quantum: Allectus Quantum Ltd Resimac: Access Network Management Pty Ltd, Auspak Financial Services Pty Ltd, FAI First Mortgage Pty Ltd, Independent Mortgage Corporation Pty Ltd, Resimac Est Pty Ltd, Resimac Financial and Resimac Limited. Somers: Dfinitive Capital Limited, PCF Group plc, Resimac Group Limited, Somers Pte Ltd, Somers UK (Holdings) Limited, Thorn Group Pty Ltd and W1M. 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 Transactions are disclosed in note 12. Joint ventures Transactions are disclosed in note 11. Associated undertakings Transactions are disclosed in note 11. 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) (see note 12) 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%. ### NOTES TO THE ACCOUNTS (continued) ![]() 86 87 UIL Limited Report and Accounts for the year to 30 June 2025 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 (see page 51). 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 note 12 for transactions of the sale and purchase agreement with Zeta Resources on page 79 and note 15 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 note 15 for details. There were no other transactions between companies controlled by key management and UIL during the year to 30 June 2025. 28. OPERATING SEGMENTS The Directors are of the opinion that the Company’s activities comprise a single operating segment, which is investing in equity, debt and derivative securities to maximise shareholder returns. 29. GOING CONCERN Notwithstanding that the Group has reported net current liabilities of £19,370,000 as at 30 June 2025 (2024: £42,269,000), the financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons. The Board’s going concern assessment has focussed on the forecast liquidity of the Group for at least 12 months from the date of approval of the financial statements. This analysis assumes that the Company will meet some of its short term obligations through the sale of level 1 securities, which represented 17.6% of the Company’s total portfolio as at 30 June 2025. As part of this assessment the Board has considered a severe but plausible downside that reflects the impact of the key risks set out in the Strategic Report and an assessment of the Company’s ability to meet its liabilities as they fall due (including the loan liabilities in note 15), assuming a significant reduction in asset values and accompanying currency volatility. The severe but plausible downside reflects a significant reduction in asset values in line with that experienced during the emergence of the Covid-19 pandemic in the first quarter of 2020. The Board also considered reverse stress testing to identify the reduction in the valuation of liquid investments that would cause the Group to be unable to meet its net current liabilities, being primarily the loan of £19,525,000. The Board is confident that the reduction in asset values implied by the reverse stress test is not plausible even in the current volatile environment. ![]() 88 89 UIL Limited Report and Accounts for the year to 30 June 2025 Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Accordingly, the Board considers it appropriate to continue to adopt the going concern basis in preparing the accounts. 30. FINANCIAL RISK MANAGEMENT The Group’s investment objective is to maximise shareholder returns by identifying and investing in compelling long-term investments worldwide, where the underlying value is not reflected in the market share price. The Group seeks to meet its investment objective by investing principally in a direct and indirect diversified portfolio of both listed and unlisted companies. Derivative instruments may be used for the purposes of hedging the underlying portfolio of investments. The Group has the power to take out both short and long term borrowings. In pursuing the objective, the Group is exposed to financial risks which could result in a reduction of either or both of the value of the net assets and the profits available for distribution by way of dividend. These financial risks are principally related to the market (currency movements, interest rate changes and security price movements), liquidity and credit and counterparty risk. The Board of Directors, together with the Investment Managers, is responsible for the Group’s risk management. The Directors’ policies and processes for managing the financial risks are set out in (a), (b) and (c) below. The Company’s risks include the risks within UIL Finance and therefore only the Group risks are analysed below as the differences are not considered to be significant. The accounting policies which govern the reported Statement of Financial Position carrying values of the underlying financial assets and liabilities, as well as the related income and expenditure, are set out in note 2. The policies are in compliance with IFRS and best practice, and include the valuation of financial assets and liabilities at fair value except as noted in (d) below and in note 17 in respect of ZDP shares. The Group does not make use of hedge accounting rules. (a) Market risks The fair value of equity and other financial securities held in the Group’s portfolio and derivative financial instruments fluctuates with changes in market prices. Prices are themselves affected by movements in currencies and interest rates and by other financial issues, including the market perception of future risks. The Board sets policies for managing these risks within the Group’s objective and meets regularly to review full, timely and relevant information on investment performance and financial results. The Investment Managers assess exposure to market risks when making each investment decision and monitor on-going market risk within the portfolio. The Group’s other assets and liabilities may be denominated in currencies other than Sterling and may also be exposed to interest rate risks. The Investment Managers and the Board regularly monitor these risks. The Group does not normally hold significant cash balances. Borrowings are limited to amounts and currencies commensurate with the portfolio’s exposure to those currencies, thereby limiting the Group’s exposure to future changes in exchange rates. Gearing may be short or long-term, in Sterling and foreign currencies, and enables the Group to take a long-term view of the countries and markets in which it is invested without having to be concerned about short-term volatility. Income earned in foreign currencies is converted to Sterling on receipt. The Board regularly monitors the effects on net revenue of interest earned on deposits and paid on gearing. Currency exposure The principal currencies to which the Group was exposed in the year to 30 June 2025 and 30 June 2024 were the Australian Dollar, Bermuda Dollar, Euro and US Dollar. The Group’s assets as at 30 June, by currency excluding Sterling based on the country of primary exposure, are shown below: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | AUD | BMD | EUR | USD | Other | Total | | 2025 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Cash and cash equivalents | 350 | – | – | 295 | – | 645 | | Investments | 146,313 | 6,972 | 12,535 | 3,888 | 41,071 | 210,779 | | Net financial assets | 146,663 | 6,972 | 12,535 | 4,183 | 41,071 | 211,424 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | AUD | BMD | EUR | USD | Other | Total | | 2024 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Cash and cash equivalents | – | – | – | 16 | – | 16 | | Investments | 110,569 | 19,552 | 20,751 | 6,220 | 55,741 | 212,833 | | Net financial assets | 110,569 | 19,552 | 20,751 | 6,236 | 55,741 | 212,849 | ### NOTES TO THE ACCOUNTS (continued) ![]() 88 89 UIL Limited Report and Accounts for the year to 30 June 2025 Monetary liabilities of the Group in the year to 30 June 2025, excluding Sterling, was £nil (2024: £nil). Based on the financial assets and liabilities held, and exchange rates applying, as at the Statement of Financial Position date, a weakening or strengthening of Sterling against each of these currencies by 10% would have had the following approximate effect on annualised income after tax and on NAV per share: | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 2025 | | | | 2024 | | | AUD | BMD | EUR | USD | AUD | BMD | EUR | USD | | Weakening of Sterling | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Income Statement | | | | | | | | | | Revenue profit for the year | 1,155 | (5) | 13 | 55 | 592 | 166 | 147 | – | | Capital profit for the year | 16,257 | 775 | 1,393 | 465 | 12,285 | 2,172 | 2,306 | 691 | | Total profit for the year | 17,412 | 770 | 1,406 | 520 | 12,877 | 2,338 | 2,453 | 691 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 2025 | | | | 2024 | | | AUD | BMD | EUR | USD | AUD | BMD | EUR | USD | | Strengthening of Sterling | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Income Statement | | | | | | | | | | Revenue loss for the year | (1,155) | 5 | (13) | (55) | (592) | (166) | (147) | – | | Capital loss for the year | (16,257) | (775) | (1,393) | (465) | (12,285) | (2,172) | (2,306) | (691) | | Total loss for the year | (17,412) | (770) | (1,406) | (520) | (12,877) | (2,338) | (2,453) | (691) | These analyses are broadly representative of the Group’s activities during the current year as a whole, although the level of the Group’s exposure to currencies fluctuates in accordance with the investment and risk management processes. Interest rate exposure The exposure of the financial assets and liabilities to interest rate risks as at 30 June is shown below: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | | | 2024 | | | | Within | More than | | Within | More than | | | Total | one year | one year | Total | one year | one year | | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Exposure to floating rates | | | | | | | | Cash and cash equivalents | 953 | 953 | – | 1,485 | 1,485 | – | | | 953 | 953 | – | 1,485 | 1,485 | – | | Exposure to fixed rates | | | | | | | | Borrowings | (19,525) | (19,525) | – | (2,850) | (2,850) | – | | ZDP shares | (62,184) | – | (62,184) | (99,796) | (40,778) | (59,018) | | | (81,709) | (19,525) | (62,184) | (102,646) | (43,628) | (59,018 ) | | Net exposures | | | | | | | | At year end | (80,756) | (19,525) | (62,184) | (101,161) | (42,143) | (59,018) | | Maximum in year | (103,632) | (44,401) | (59,231) | (142,290) | (46,598) | (95,692) | | Minimum in year | (72,004) | (10,657) | (61,347) | (85,456) | (27,889) | (57,567) | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Exposure to | Fixed | | Exposure to | Fixed | | | | floating | interest | | floating | interest | | | Total | interest rates | rates | Total | interest rates | rates | | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Maximum in year | (103,632) | (577) | (103,055) | (142,290) | (41,469) | (100,821) | | Minimum in year | (72,004) | 231 | (72,235) | (85,456) | (27,889) | (57,567) | ![]() 90 91 UIL Limited Report and Accounts for the year to 30 June 2025 Exposures vary throughout the year as a consequence of changes in the make-up of the net assets of the Group arising out of the investment and risk management processes. Interest received on cash balances or paid on overdrafts is at ruling market rates. Finance costs on the ZDP shares are fixed (see note 17). Interest paid on loans is fixed (see note 15). The Group’s total returns and net assets are sensitive to changes in interest rates on cash. Based on the financial assets and liabilities held, and the interest rates pertaining, at each Statement of Financial Position date, a decrease or increase in interest rates by 2% would have had the following approximate effects on the Group Income Statement revenue and capital returns after tax and on the NAV per share. | | | | | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | | Increase | Decrease | Increase | Decrease | | | in rate | in rate | in rate | in rate | | | £’000s | £’000s | £’000s | £’000s | | Revenue profit for the year | 19 | (19) | 27 | (27) | | Capital profit for the year | – | – | – | – | | Total profit for the year | 19 | (19) | 27 | (27) | Other market risk exposures The portfolio of investments, valued at £248,201,000 as at 30 June 2025 (2024: £238,822,000) is exposed to market price changes. The Investment Managers assess these exposures at the time of making each investment decision. The Board reviews overall exposures at each meeting against indices and other relevant information. An analysis of the portfolio by country and major industrial sector are set out on pages 12 and 11 respectively. Based on the portfolio of investments at the Statement of Financial Position date, and assuming other factors remain constant, a decrease or increase in the fair values of the portfolio by 20% would have had the following approximate effects on the Income Statement Capital Return after tax and on the NAV per share: | | | | | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | | Increase | Decrease | Increase | Decrease | | | in value | in value | in value | in value | | Income Statement capital profit for the year (£’000s) | 49,640 | (49,640) | 47,764 | (47,764) | (b) Liquidity risk exposure The Group and the Company are required to raise funds to meet commitments associated with financial instruments including ZDP shares. These funds may be raised either through the realisation of assets or through increased borrowing. The risk of the Group or the Company not having sufficient liquidity at any time is not considered by the Board to be significant, given: the number of quoted investments held in the Group’s portfolio, 15 as at 30 June 2025 (15 as at 30 June 2024); the liquid nature of the portfolio of investments; and the geographical and sector diversity of the portfolio (see pages 12 and 11 respectively). Cash balances are held with reputable banks with high quality external credit ratings. The Investment Managers review liquidity at the time of making each investment decision. The Board reviews liquidity exposure at each meeting. The Group has a loan of £19.5m as set out in note 15 and ZDP share liabilities of £62.2m as set out in note 17. The contractual maturities of the financial liabilities, based on the earliest date on which payment can be required, were as follows: | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 2025 | | | | 2024 | | | | More than | | | | More than | | | | | Three | three months | | | Three | three months | | | | | months | but less than | More than | | months | but less than | More than | | | | or less | one year | one year | Total | or less | one year | one year | Total | | | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | | Other creditors | 313 | – | – | 313 | 382 | – | – | 382 | | Loans | – | 20,725 | – | 20,725 | 3,016 | – | – | 3,016 | | ZDP shares | – | – | 71,262 | 71,262 | – | 41,505 | 71,559 | 113,064 | | | 313 | 20,725 | 71,262 | 92,300 | 3,398 | 41,505 | 71,559 | 116,462 | ### NOTES TO THE ACCOUNTS (continued) ![]() 90 91 UIL Limited Report and Accounts for the year to 30 June 2025 (c) Credit risk and counterparty exposure The Group is exposed to potential failure by counterparties to deliver securities for which the Group has paid, or to pay for securities which the Group has delivered. The Board approves all counterparties used in such transactions, which must be settled on a basis of delivery against payment (except where local market conditions do not permit). Broker counterparties are selected based on a combination of criteria, including credit rating, statement of financial position strength and membership of a relevant regulatory body. Cash and deposits are held with reputable banks. The Group has an on-going contract with its custodians for the provision of custody services. The contracts are reviewed regularly. Details of securities held in custody on behalf of the Group are received and reconciled monthly. Prior to making investments in debt instruments, the Investment Managers have in place a process of review that includes an evaluation of a potential investee company’s ability to service and repay its debt. The Investment Managers review the financial position of investee companies on a regular basis. To the extent that the Investment Managers carry out duties (or cause similar duties to be carried out by third parties) on the Group’s behalf, the Group is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings with management. In summary, compared to the amounts included in the Statement of Financial Position, the maximum exposure to credit risk was as follows: | | | | | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | | | Maximum | | Maximum | | | | exposure | | exposure | | | 30 June | in the year | 30 June | in the year | | Current assets | £’000s | £’000s | £’000s | £’000s | | Cash at bank | 953 | 4,865 | 1,485 | 8,884 | | Financial assets through profit and loss | | | | | | Investments in debt instruments | 8,837 | 8,837 | 4,983 | 9,638 | | Derivatives – forward exchange contracts (2024: option contracts) | – | 4,758 | – | 129 | None of the Group’s financial assets are past due or impaired. The expected credit loss on the cash at bank is not considered material as at 30 June 2025 (2024: not material). The Group’s principal custodian is JPMorgan Chase Bank N.A.– Jersey Branch. (d) Fair values of financial assets and liabilities The assets and liabilities of the Group are, in the opinion of the Directors, reflected in the Statement of Financial Position at fair value except for ZDP shares which are carried at amortised cost using effective interest rate basis (see note 17). Borrowings under loan facilities do not have a value materially different from their capital repayment amount. Borrowings in foreign currencies are converted into Sterling at exchanges rates ruling at each valuation date. The fair values of ZDP shares derived from their quoted market price as at 30 June, were: | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | | £’000s | £’000s | | 2024 | ZDP shares | – | 39,900 | | 2026 | ZDP shares | 31,086 | 27,002 | | 2028 | ZDP shares | 28,581 | 23,928 | Unquoted investments are valued based on professional assumptions and advice that is not wholly supported by prices from current market transactions or by observable market data. The Directors make use of recognised valuation techniques and may take account of recent arms’ length transactions in the same or similar investments. The Directors regularly review the principles applied by the Investment Managers to those valuations to ensure they comply with the Group’s accounting policies and with fair value principles. ![]() 92 93 UIL Limited Report and Accounts for the year to 30 June 2025 Level 3 financial instruments Valuation methodology The objective of using valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The Company uses proprietary valuation models, which are compliant with IPEV guidelines and IFRS 13 and which are usually developed from recognised valuation techniques. Some or all of the significant inputs into these models may not be observable in the market and are derived from market prices or rates or are estimated based on assumptions. Valuation models that employ significant unobservable inputs require a higher degree of management judgement and estimation in the determination of fair value. Management judgement and estimation are usually required for the selection of the appropriate valuation model to be used, determination of expected future cash flows of the financial instrument being valued, determination of the probability of counterparty default and prepayments, peer group multiple and selection of appropriate discount rates. Fair value estimates obtained from such models are adjusted for any other factors, such as controlling interest, historical and projected financial data, entity specific strengths and weaknesses, or model uncertainties, to the extent that the Company believes that a third party market participant would take them into account in pricing a transaction. The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuations. The level 3 assets comprise of a number of unlisted investments at various stages of development and each has been assessed based on its industry, location and business cycle. The valuation methodologies include net assets, discounted cash flows, cost of recent investment or last funding round, listed peer comparison or peer group multiple or dividend yield as appropriate. Where applicable, the Directors have considered observable data and events to underpin the valuations. A discount has been applied, where appropriate, to reflect both the unlisted nature of the investments and business risks. UIL currently has investments in a number of level 3 closed-end investment companies including Allectus Quantum, Somers, Zeta Minerals and Zeta Resources. These closed-end fund interests are valued on a net assets basis, estimated based on the managers’ NAVs. Managers’ NAVs use recognised valuation techniques consistent with IFRS and are normally subject to audit. The fund valuations included in these financial statements were based principally on the 30 June 2025 managers’ NAVs and these NAVs have been reviewed to ensure that the economic impact of the elevated level of volatility in equity markets during the year, principally reflecting concerns about trade tariff uncertainty, geopolitical tensions, high rates of inflation and the Ukraine and Middle East conflicts. Sensitivity of level 3 financial investments measured at fair value to changes in key assumptions. Level 3 inputs are sensitive to assumptions made when ascertaining fair value. The following section details the sensitivity of valuations to variations in key inputs. The level of change selected is considered to be reasonable, based on observation of market conditions and historic trends. In assessing the level of reasonably possible outcomes consideration was also given to the impact on valuations of the elevated level of volatility in equity markets during the year, principally reflecting concerns about trade tariff uncertainty, geopolitical tensions, high rates of inflation and the Ukraine and Middle East conflicts. The valuations of fund interests are based on the managers’ NAVs and these managers have advised that they have taken into account these economic and market concerns. The impact on the valuations has been varied and largely linked to their relevant sectors and this has been reflected in the level of sensitivities applied. For each unlisted holding valued over £5.0m, the significant valuation inputs have been detailed below. Allectus Quantum UK incorporated UIL holds 50% of the ordinary shares in Allectus Quantum and carried its investment at £22.0m (2024: £14.7m). The cost of this investment was £6.4m (2024: £6.4m). The financial results of Allectus Quantum are not publicly available. Key valuation inputs: Market value for portfolio of investments. Discount to NAV for the lack of marketability and restrictions on redemption is nil. Valuation methodology: UIL has used Allectus Quantum’s NAV. Allectus Quantum is an investment holding company for quantum technology investments and its NAV was valued using valuation techniques consistent with IFRS. The portfolio, consisting principally of the unlisted investment Diraq Pty Ltd, was valued at the recent funding round. The Directors considered the portfolio and assessed the valuation uncertainty at a higher level. Accordingly, Allectus Quantum’s fair value has been given a sensitivity of 20% (2024: 20%) reflecting the higher level of uncertainty over the manager’s valuations of Allectus Quantum’s holdings. Sensitivities: Should the value of holdings in Allectus Quantum move by 20% the gain or loss would be £4.4m (2024: £2.9m). ### NOTES TO THE ACCOUNTS (continued) ![]() 92 93 UIL Limited Report and Accounts for the year to 30 June 2025 Carebook Canada incorporated UIL holds 87.8% of the ordinary shares in Carebook and carried its investment at £4.6m. The cost of this investment was £13.3m. UIL has also provided loans of £2.5m to Carebook. Carebook is a digital health and wellness solutions company. For the year ended 31 December 2024 Carebook recorded revenue of CAD 14.3m (2023: CAD 12.3m) and net loss before taxes of CAD 3.3m (2023: CAD 4.0m). Total shareholders’ deficit at 31 December 2024 was CAD 9.4m (2023: CAD 6.7m). Key valuation inputs: Price of recent transaction of CAD 0.10 per share. Valuation Methodology: In February 2025, UIL acquired all the common shares in the capital of Carebook, other than those common shares already owned by UIL or its affiliates for a price of CAD 0.10 cash per share. Since this transaction, Carebook has performed in line with UIL’s expectations and as at 30 June 2025, Carebook has been valued using this price of recent transaction. After considering the relatively close proximity of the recent transaction to the valuation date along with the higher subjectivity associated with valuing smaller, less established entities, the value has been given a sensitivity of 20%. The loans are valued using a discounted cash flow methodology. Sensitivities: Should the value of UIL’s holding in Carebook equity move by 20% the gain or loss would be £0.9m. Somers Bermuda incorporated Somers is UIL’s largest investment with a value of £99.6m as at 30 June 2025 (2024: £105.5m) and accounts for 40.1% (2024: 44.2%) of UIL’s total portfolio. The cost of this investment was £63.5m (2024: £67.5m). Somers is a financial services investment holding company. For the year ended 30 September 2024 Somers recorded total income of £20.5m (2023: total loss of 28.1m), a net profit before tax of £16.6m (2024: loss of £31.9m), and net assets of £262.9m (2024: £271.0m). Key valuation inputs: Market value for portfolio of investments. Discount to NAV for the lack of marketability and restrictions on redemption is nil. Valuation methodology: UIL values its holding of Somers shares based on estimated NAV per share. The Directors believe this is the most appropriate basis for valuing the investment in Somers. Somers shares are listed on the Mezzanine Market of the Bermuda Stock Exchange. As at 30 June 2025, the Somers shares were deemed not to trade in an active market and as at the 30 June 2025 measurement date, the Directors considered that the listed share price did not represent fair value. In making their assessment the Directors considered the very low level of trading in Somers shares, the large disconnect between the listed share price and Somers’ NAV, and the absence of movement in Somers’ listed share price in response to changing financial performance and other developments at Somers. Somers is a financial services investment holding company. Somers is classified as an investment company under IFRS 10 and, accordingly, values its underlying investments at fair value. Somers applies valuation techniques consistent with IFRS and is subject to annual audit. As an investment company, Somers’ value is based primarily on the performance and valuation of its portfolio of investments which are concentrated in the wealth and fund management, banking, and asset financing sectors. As at 31 March 2025, Somers reported the three largest investments, which make up 74.9% of its portfolio, were a 54.7% holding in Resimac, a non-bank Australian financial institution, an 18.0% holding in W1M, a UK wealth manager, and a 50.0% holding in ICM Mobility Group Limited ("ICM Mobility"), a UK holding company focused on the mobility sector for private and public transport. Resimac is valued using its quoted share price, W1M is valued using AUM peer multiples, and ICM Mobility’s portfolio investments are predominantly valued using earnings and revenue peer multiples. Somers also holds an investment in AKJ tokens both directly and indirectly through its holdings of AK Jensen Group Limited and AKJT Holdings Limited. Somers values these tokens by applying a discount to recent transactions and with no tangible new developments has kept the price unchanged since its last year end. This, along with the elevated volatility in crypto markets, has increased the sensitivity of these securities to significant valuation changes. As at 30 June 2025 57% of Somers’ investment portfolio was valued using valuation techniques and these investments have been given a sensitivity of 20% (2024: 20%) to reflect the higher percentage of unlisted investments within Somers’ portfolio, the high subjectivity around the AKJ token valuation and a degree of uncertainty over the managers' valuations. The remaining 43% of Somers’ portfolio was valued using their listed share price. Sensitivities: Should the value of Somers move by 20% the gain or loss would be £19.9m (2024: £21.1m). West Hamilton Bermuda incorporated UIL holds a 57.0% equity interest in West Hamilton and, as at 30 June 2025, carried this investment at £6.3m (2024: £6.7m). The cost of this investment was £9.5m (2024: £9.5m). ![]() 94 95 UIL Limited Report and Accounts for the year to 30 June 2025 For its year ended 30 September 2024, West Hamilton recorded total income of USD 1.9m, net profit before tax of USD 0.2m and net assets of USD 15.6m. Key valuation inputs: Fair value of West Hamilton’s identifiable assets and liabilities. Investment yield is 6.25% and rent renewal rates are assumed to be at the same level as is currently achieved from existing tenants. Valuation Methodology: UIL has used the NAV of West Hamilton. Discount to NAV for the lack of marketability and restrictions on redemption is nil. West Hamilton has a single property asset, The Belvedere Residences, a mixed use building located at 71A Pitts Bay Road housing nine executive condominiums, a penthouse office suit and a gymnasium. West Hamilton appointed an independent professional valuer to perform a property valuation and to provide his opinion as to the fair value of this property. This valuation was based on an income approach whereby net rental income for the property is capitalised using an investment yield. Comparable property values and the demand for comparable rental units were also considered in support of income approach value. The Directors have utilised the valuation for the purpose of valuing the holding. West Hamilton’s fair value has been given a sensitivity of 10% (2024: 10%) to reflect a degree of uncertainty over the property portfolio valuations. Sensitivities: Should the value of West Hamilton move by 10% the gain or loss would be £0.6m (2024: £0.7m). Zeta Minerals Bermuda incorporated UIL holds 100% of the ordinary shares in Zeta Minerals and carried its investment at £7.9m (2024: not held). The cost of this investment was £5.7m. UIL has also provided a loan of £2.6m to Kumarina, a subsidiary of Zeta Minerals. Zeta Minerals is a resources focused investment holding company. For the year ended 30 June 2025 Zeta Resources recorded revenue of £2.2m, a net profit before tax of £2.2m, and net assets of £7.9m. 2024 results not applicable. Key valuation inputs: Market value for portfolio of investments. Discount to NAV for the lack of marketability and restrictions on redemption is nil. Valuation methodology: UIL has used Zeta Minerals’ NAV. Zeta Minerals is an investment holding company for resources investments and its NAV was valued using valuation techniques consistent with IFRS. The portfolio, consisting principally of the unlisted investment Kumarina, a gold mining company in Western Australia, was valued using a discounted cash flow methodology. The Directors considered the portfolio and assessed the valuation uncertainty at a higher level. Accordingly, Zeta Minerals’ fair value has been given a sensitivity of 20% reflecting the higher level of uncertainty over the manager’s valuations of Zeta Minerals’ holdings. The loan is valued using a discounted cash flow methodology. Sensitivities: Should the value of Zeta Minerals equity move by 20% the gain or loss would be £1.6m. Zeta Resources Bermuda incorporated UIL holds 100% of the ordinary shares in Zeta Resources which it valued at £43.9m as at 30 June 2025 (2024: level 2 holding). The cost of this investment was £50.7m and UIL has also provided loans of £7.9m to Zeta Resources and its subsidiaries. Zeta Resources is a resources focused investment holding company. For the year ended 30 June 2025 Zeta Resources recorded total income of USD 14.3m (2024: total loss of USD 31.6m), a net profit before tax of USD 13.2m (2024: loss of £33.1m), and net assets of USD 60.4m (2024: USD 107.0m). Key valuation inputs: Market value for portfolio of investments. Discount to NAV for the lack of marketability and restrictions on redemption is nil. Valuation methodology: In October 2024, after UIL acquired 100% of Zeta Resources shares (see note 12), Zeta Resources shares were delisted from the ASX. Since the delisting, the Zeta Resources shares have been valued by UIL at their underlying NAV per share. Zeta Resources portfolio consists of resource entities and base metals exploration and production companies and its NAV was valued using valuation techniques consistent with IFRS and is subject to an annual audit. As at 30 June 2025 22% of Zeta Resources investment portfolio was valued using valuation techniques and these investments have been given a sensitivity of 10% to reflect the level 3 investments within Zeta Resources portfolio and the high subjectivity and degree of uncertainty over the managers' valuations of these unlisted investments. The remaining 78% of Zeta Resources portfolio was valued using their listed share price. The loans are valued using a discounted cash flow methodology. Sensitivities: Should the value of Zeta Resources equity move by 10% the gain or loss would be £4.4m. Other unlisted companies Valuation methodology: UIL has a further 13 (2024: 15) unlisted holdings valued below £5.0m each. These holdings were valued using a variety of methods, including; listed peer comparison or peer group multiple, discounted cash flow, net assets, dividend yields, and cost of recent investments adjusted for events subsequent to acquisition that impact fair value. The total value of ### NOTES TO THE ACCOUNTS (continued) ![]() 94 95 UIL Limited Report and Accounts for the year to 30 June 2025 these 13 holdings was £8.7m as at 30 June 2025 (2024: £7.2m), consisting £3.5m of equities and £5.2m of loans. On account of the low aggregate value of these holdings they have been sensitised at an aggregated level. If the value of all these lower valued equity investments moved by 20.0% (2024: 20%), this would have an impact on the investment portfolio value of £0.7m (2024: £1.0m). If the value of all these lower valued loans moved by 10.0% (2024: 10%), this would have an impact on the investment portfolio value of £0.5m (2024: £0.2m). The sensitivity of the fair value of level 3 financial investments to changes in key assumptions are as follows: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | As at 30 June 2025 | | Valuation | Risk | Sensitivity | Carrying | Sensitivity | | Investment | Investment type | methodology | weighting | +/- | amount £’000s | £’000s | | Somers | Equity | NAV | Medium | 20% | 99,558 | 19,912 | | Zeta Resources | Equity | NAV | Low | 10% | 43,880 | 4,388 | | Zeta Resources | Loans | Discounted cash flow | Low | 10% | 7,909 | 791 | | Allectus Quantum | Equity | NAV | Medium | 20% | 21,995 | 4,399 | | Zeta Minerals | Equity | NAV | Medium | 20% | 7,868 | 1,574 | | Carebook | Equity | Last funding round | Medium | 20% | 4,585 | 917 | | West Hamilton | Equity | NAV | Low | 10% | 6,289 | 629 | | Other investments | Equity | Various | Medium | 20% | 3,479 | 696 | | Other investments | Loans | Discounted cash flow | Low | 10% | 5,178 | 518 | | | | | | | 200,741 | 33,824 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | As at 30 June 2024 | | Valuation | Risk | Sensitivity | Carrying | Sensitivity | | Investment | Investment type | methodology | weighting | +/- | amount £’000s | £’000s | | Somers | Equity | NAV | Medium | 20% | 105,481 | 21,096 | | Allectus Quantum | Equity | NAV | Medium | 20% | 14,681 | 2,936 | | Allectus Capital | Equity & loans | NAV | Medium | 20% | 12,157 | 2,431 | | West Hamilton | Equity | NAV | Low | 10% | 6,718 | 672 | | Other investments | Equity | Various | Medium | 20% | 4,787 | 957 | | Other investments | Loans | Various | Low | 10% | 2,457 | 246 | | Total | | | | | 146,281 | 28,338 | (e) Capital risk management The objective of the Group is stated as being to maximise shareholder returns by identifying and investing in investments where the underlying value is not reflected in the market price. In pursuing this long term objective, the Board has a responsibility for ensuring the Group’s ability to continue as a going concern. It must therefore maintain its capital structure through varying market conditions. This involves the ability to: issue and buy back share capital within limits set by the shareholders in general meeting; borrow monies in the short and long term; and pay dividends to shareholders out of current year earnings as well as out of brought forward reserves. Changes to ordinary share capital are set out in note 19. Dividends are set out in note 10. Loans are set out in note 15. ZDP shares are set out in note 17. 31. COMMITMENTS On 28 February 2025, UIL has made a AUD 2.0m loan facility available to Orbital expiring on 28 February 2028. This facility has not been drawn as at 30 June 2025. 32. SUBSEQUENT EVENTS On 25 September 2025, Resimac provided a £7.3m (AUD 15.0m) loan facility to UIL and was fully drawn by UIL. The loan is repayable on 27 December 2025 and bears interest at 8% per annum. There were no other material events after the year end of the reporting period except as disclosed for dividends declared (note 10) and ordinary shares purchased (note 19). ![]() 96 97 UIL Limited Report and Accounts for the year to 30 June 2025 ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (“AIMFD”) In accordance with the AIFMD, information in relation to the Group’s leverage and the remuneration of the Company’s AIFM, ICMIM, is required to be made available to investors. Detailed regulatory disclosures including those on the AIFM’s remuneration policy are available on the Company’s website or from ICMIM on request. The Group’s maximum and actual leverage as at 30 June are shown below: Leverage exposure Gross method 2025 Commitment method Gross method 2024 Commitment method Maximum permitted limit 425% 425% 425% 425% Actual 150% 150% 175% 175% The leverage limits are set by the AIFM and approved by the Board. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings. ### OTHER FINANCIAL INFORMATION (UNAUDITED) ![]() 97 Report and Accounts for the year to 30 June 2025 96 97 UIL Limited Report and Accounts for the year to 30 June 2025 ### NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of UIL Limited will be held at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda on Tuesday, 4 November 2025 at 5.00pm (local time) for the purpose of considering and, if thought fit, passing the following resolutions (which will be proposed in the case of resolutions 1 to 10, as ordinary resolutions and, in the case of resolution 11, as a special resolution). ORDINARY BUSINESS 1. To receive and adopt the report of the Directors of the Company and the financial statements for the year ended 30 June 2025, together with the report of the auditor thereon. 2. To approve the Directors’ Remuneration Report for the year ended 30 June 2025. 3. To approve the Company’s dividend policy to pay four interim dividends per year. 4. To re-elect Mr S Bridges as a Director. 5. To re-elect Mr P Durhager as a Director. 6. To re-elect Mr D Shillson as a Director. 7. To re-appoint KPMG Audit Limited as auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company. 8. To authorise the Directors to determine the auditor’s remuneration. SPECIAL BUSINESS Ordinary resolutions 9. That, in substitution for the Company’s existing authority to make market purchases of ordinary shares of 10p in the Company (“Ordinary Shares”), the Company be and it is generally and unconditionally authorised to make market purchases of Ordinary Shares, provided that: (a) the maximum number of Ordinary Shares hereby authorised to be purchased is 13,840,000 (being the equivalent of approximately 14.99% of the issued Ordinary Shares as at the date of this notice); (b) the minimum price which may be paid for an Ordinary Share shall be 10p; (c) the maximum price (exclusive of expenses payable by the Company) which may be paid for an Ordinary Share shall be the higher of: (i) 105% of the average of the middle market quotations of the Ordinary Shares for the five business days prior to the date on which such shares are contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out; (d) such purchases shall be made in accordance with the Companies Act 1981 of Bermuda; and (e) unless renewed, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting to be held in 2026 save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the expiration of such authority. 10. That, in addition to the authority to make market purchases of Ordinary Shares referred to in resolution 9 above, the Company be and it is generally authorised to make market purchases of Ordinary Shares pursuant to the liquidity facility described in the Chairman’s Statement in the annual report and accounts of the Company for the year ended 30 June 2025, provided that: (a) the maximum price (exclusive of expenses payable by the Company) which will be paid for any Ordinary Share pursuant to the authority hereby conferred shall be equal to the last published NAV per Ordinary Share as at the date of purchase discounted by 20%; (b) the maximum amount payable by the Company in respect of market purchases of Ordinary Shares pursuant to the authority hereby conferred (exclusive of expenses payable by the Company) shall be £4.0m; (c) such purchases shall be made in accordance with the Companies Act 1981 of Bermuda; and (d) the authority hereby conferred shall expire on 31 December 2025 save that the Company may prior to such expiry, enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the expiration of such authority. ![]() 98 99 UIL Limited Report and Accounts for the year to 30 June 2025 Special resolution 11. That, for the purpose of Bye-law 4A of the Company’s Bye-laws, the Company may issue Relevant Securities (as defined in the Bye-laws) representing up to 9,237,000 Ordinary Shares, equivalent to approximately 10% of the total number of Ordinary Shares in issue as at the date of this notice otherwise than on a pre-emptive basis, provided that such disapplication shall expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting by Special Resolution (as defined in the Bye-laws)) at the earlier of the conclusion of the Annual General Meeting to be held in 2026 or 18 months from the date of this resolution but so that this power shall enable the Company to make such offers or agreements before such expiry which would or might otherwise require Relevant Securities to be issued after such expiry and the Directors may issue Relevant Securities in pursuance of such offer or agreement as if such expiry had not occurred. By order of the Board ICM Limited, Secretary 29 September 2025 NOTES 1. Only the holders of ordinary shares registered on the register of members of the Company at close of business on 31 October 2025 shall be entitled to attend and vote or to be represented at the meeting in respect of the ordinary shares registered in their name at that time. Changes to entries on the register after close of business on 31 October 2025 shall be disregarded in determining the rights of any person to attend and vote at the meeting. 2. A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company. 3. If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company’s securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any person holding 5% or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules need not make a separate notification to the Company and the Financial Conduct Authority. 4. Any such person holding 5% or more of the voting rights in the Company who appoints a person other than the Chairman as his proxy will need to ensure that both he and such person complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules. 5. A form of proxy is provided with this notice of meeting. The return of a form of proxy will not preclude a member from attending the meeting and voting in person if he/she wishes to do so. To be valid, a form of proxy for use at the meeting and the power of attorney or other authority (if any) under which it is signed, or a notarially certified or office copy of such power or authority, must be deposited with the Company’s registrars, Computershare Investor Services (Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY not later than 5:00 pm (GMT) on 31 October 2025. Alternatively, shareholders can vote or appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN which are printed on the form of proxy. The latest time for the submission of proxy votes electronically is 5:00 pm (GMT) on 31 October 2025. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar’s helpline on 0370 707 1196 or you may photocopy the form of proxy. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned together in the same envelope. 6. Investors holding ordinary shares in the Company through depository interests should ensure that Forms of Instruction are returned to The Depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not later than 5:00 pm (GMT) on 30 October 2025 or give an instruction via the CREST system as detailed under note 7. Please note only depositary interest holders registered on the depositary interest register at close of business on 30 October 2025 shall be entitled to attend and vote or to be represented at the meeting. Changes to entries on the depositary interest register after close of business on 30 October 2025 shall be disregarded in determining the rights of any person to attend and vote at the meeting. 7. Depositary interest holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST manual (available from www.euroclear. com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf. In order for instructions made using the CREST service to be valid, the appropriate CREST message (a “CREST Voting Instruction”) must be properly authenticated in accordance with the specifications of Euroclear UK & International Limited (“EUI”) and must contain the information required for such instructions, as described in the CREST Manual (available from www.euroclear.com). The message, ### NOTICE OF ANNUAL GENERAL MEETING (continued) ![]() 98 99 UIL Limited Report and Accounts for the year to 30 June 2025 regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the Depositary must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) no later than 5:00 pm, (GMT) on 30 October 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 8. The register of Directors’ holdings is available for inspection at the registered office of the Company during normal business hours on any weekday and will be available at the place of the meeting from 15 minutes prior to the commencement of the meeting until the conclusion thereof. 9. No service contracts exist between the Company and any of the Directors, who hold office in accordance with letters of appointment and the Company’s Bye-laws. The letters of appointment are available for inspection on request at the Company’s registered office and at the Annual General Meeting. 10. As at 26 September 2025 (being the latest practicable date prior to the publication of the Notice of Annual General Meeting), the Company’s issued share capital consisted of 92,378,602 ordinary shares of 10p each. Each ordinary share carries the right to one vote and therefore the total voting rights in the Company as at the date of this Notice are 92,378,602. ![]() 100 UIL Limited DIRECTORS Stuart Bridges (Chairman) Peter Durhager Alison Hill David Shillson REGISTERED OFFICE Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda Company Registration Number: 39480 LEI: 213800CTZ7TEIE7YM468 AIFM AND JOINT PORTFOLIO MANAGER ICM Investment Management Limited Ridge Court, The Ridge, Epsom, Surrey, KT18 7EP United Kingdom Telephone number 01372 271486 Authorised and regulated in the UK by the Financial Conduct Authority JOINT PORTFOLIO MANAGER AND SECRETARY ICM Limited 34 Bermudiana Road, Hamilton HM 11, Bermuda Registered in Bermuda under the Investment Business Act 2003 to carry on investment business ASSISTANT SECRETARY Conyers Corporate Services (Bermuda) Limited Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda ADMINISTRATOR JP Morgan Chase Bank N.A. – London Branch 25 Bank Street, Canary Wharf, London E14 5JP United Kingdom Authorised in the UK by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority BROKER Shore Capital and Corporate Limited Cassini House, 57 St James’s Street, London SW1A 1LD United Kingdom Authorised and regulated in the UK by the Financial Conduct Authority LEGAL ADVISOR TO THE COMPANY (as to English law) Norton Rose Fulbright LLP 3 More London Riverside, London SE1 2AQ United Kingdom LEGAL ADVISOR TO THE COMPANY (as to Bermuda law) Conyers Dill & Pearman Limited Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda AUDITOR KPMG Audit Limited Crown House, 4 Par-la-Ville Road, Hamilton HM08 Bermuda A member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited DEPOSITARY SERVICES PROVIDER J.P. Morgan Europe Limited 25 Bank Street, Canary Wharf, London E14 5JP United Kingdom Authorised in the UK by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority CUSTODIAN JPMorgan Chase Bank N.A. – Jersey Branch JPMorgan House, Grenville Street, St Helier Jersey JE4 8QH Regulated by the Jersey Financial Services Commission REGISTRAR Computershare Investor Services (Bermuda) Limited 5 Reid Street, Hamilton HM 11, Bermuda Telephone number 0370 707 1196 REGISTRAR TO THE DEPOSITARY INTERESTS AND CREST AGENT Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY United Kingdom ### COMPANY INFORMATION ![]() 101 Report and Accounts for the year to 30 June 2025 The European Securities and Markets Authority defines an Alternative Performance Measure (“APM”) as being a financial measure of historical or future financial performance, financial position or cash flow, other than a financial measure defined or specified in the applicable accounting framework. The Group uses the following APMs: Discount/Premium – if the share price is lower than the NAV per ordinary share, the shares are trading at a discount. Shares trading at a price above NAV per ordinary share are said to be at a premium. As at 30 June 2025 the ordinary share price was 118.00p (2024: 103.50p) and the NAV per ordinary share was 179.41p (2024: 164.04p), the discount was therefore 34.2% (2024: 36.9%). Gearing – represents the ratio of the borrowings less cash and cash equivalents of the Group to its net assets. page 2025 £’000s 2024 £’000s Cash and cash equivalents 65 (953) (1,485) Loans 65 19,525 2,850 ZDP shares 65 62,184 99,796 Total debt 80,756 101,161 Net assets attributable to equity holders 65 166,647 137,535 Gearing 48.5% 73.6% NAV/share price total return – the return to shareholders calculated on a per ordinary share basis by adding dividends paid in the period to the increase or decrease in the NAV or share price in the period. The dividends are assumed to have been re-invested in the form of net assets or shares, respectively, on the date on which the dividends were paid. Year to 30 June 2025 Dividend rate (pence) NAV (pence) Share price (pence) 30-Jun-24 n/a 164.04 103.50 31-Jul-24 2.00 159.10 105.00 08-Nov-24 2.00 171.54 110.50 17-Jan-25 2.00 179.80 116.00 25-Apr-25 2.00 155.67 111.50 30-Jun-25 n/a 179.41 118.00 Total return 14.7% 22.5% Year to 30 June 2024 Dividend rate (pence) NAV (pence) Share price (pence) 30-Jun-23 n/a 199.87 145.00 13-Oct-23 2.00 193.47 121.00 21-Dec-23 2.00 191.27 121.00 23-May-24 2.00 182.51 105.00 30-Jun-24 n/a 164.04 103.50 Total return (15.3%) (24.8%) ### ALTERNATIVE PERFORMANCE MEASURES ![]() 102 103 UIL Limited Report and Accounts for the year to 30 June 2025 NAV/share price total return since inception – the return to shareholders calculated on a per ordinary share basis by adding dividends paid in the period and adjusting for the exercise of warrants and Convertible Unsecured Loan Stock (“CULS”) in the period to the increase or decrease in the NAV/share price in the period. The dividends are assumed to have been reinvested in the form of net assets or shares on the date on which the dividends were paid. The adjustment for the exercise of warrants and CULS is made on the date the warrants and CULS were exercised. Total return NAV (pence) 2025 Share price (pence) NAV (pence) 2024 Share price (pence) NAV 14 August 2003 (pence) 99.47 85.67 99.47 85.67 Total dividend, warrants and CULS adjustment factor 2.394 3.1245 2.2820 2.9084 NAV/Share price at year end (pence) 179.41 118.00 164.04 103.50 Adjusted NAV/Share price at 30 June (pence) 429.50 368.69 374.34 301.02 Total return since inception 331.8% 330.4% 276.3% 251.4% Annual compound NAV/share price total return since inception – the annual return to shareholders using the same basis as NAV/share price total return since inception. NAV 2025 Share price NAV 2024 Share price Annual compound NAV total return since inception 6.9% 6.9% 6.5% 6.2% Ongoing charges – all operating costs expected to be regularly incurred and that are payable by the Group or suffered within underlying investee funds, expressed as a proportion of the average weekly NAV of the Group (valued in accordance with accounting policies) over the reporting year. The costs of buying and selling investments and derivatives are excluded, as are interest costs, taxation, non-recurring costs and the costs of buying back or issuing ordinary shares. Ongoing charges calculation (including and excluding performance fees) page 2025 £’000s 2024 £’000s Management and administration fees 61 507 565 Other expenses 61 866 906 Expenses suffered within underlying funds 2,745 3,006 Total expenses for ongoing charges calculation 4,118 4,477 Average weekly NAV of the Group 149,411 160,050 Ongoing Charges 2.8% 2.8% Revenue yield – represents the ratio of total income in the year over average gross assets in the year. page 2025 £’000s 2024 £’000s Income 61 13,643 12,227 Average Gross assets 239,199 285,779 Revenue yield 5.7% 4.3% ### ALTERNATIVE PERFORMANCE MEASURES (continued) ![]() 103 Report and Accounts for the year to 30 June 2025 102 103 UIL Limited Report and Accounts for the year to 30 June 2025 Dividend yield – represents the ratio of dividends per ordinary share over closing ordinary share price. page 2025 pence 2024 pence Dividends per ordinary share 2 8.00 8.00 Ordinary share price 2 118.00 103.50 Dividend yield 6.8% 7.7% Revenue reserves per ordinary share carried forward – the value of the Group’s revenue reserves divided by the number of ordinary shares in issue. page 2025 2024 Revenue reserves (£'000s) 65 18,924 15,218 Number of ordinary shares in issue at 30 June 83 92,887,179 83,842,918 Revenue reserves per ordinary share carried forward (pence) 20.37 18.15 Gross assets – the value of the Group’s assets less current liabilities excluding loans and ZDP shares. page 2025 £'000s 2024 £'000s Investments 65 248,201 238,822 Current assets 65 987 1,781 Current liabilities - Other payables 65 (832) (422) Gross assets 248,356 240,181 ![]() 104 UIL Limited at 30 June 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 NAV per ordinary share (pence) 179.41 164.04 199.87 260.89 431.51 292.79 369.57 291.79 252.86 241.12 Ordinary share price (pence) 118.00 103.50 145.00 187.50 268.00 177.50 199.00 174.50 164.00 130.75 Discount (%) 34.2 36.9 27.5 28.1 37.9 39.4 46.2 40.2 35.1 45.8 Returns and dividends (pence) Revenue return per ordinary share 11.91 10.15 6.68 8.35 9.98 9.77 7.63 6.67 6.38 6.23 Capital return per ordinary share 11.18 (39.99) (59.70) (171.68) 133.81 (81.30) 75.34 38.96 12.46 68.45 Total return per ordinary share 23.09 (29.84) (53.02) (163.33) 143.79 (71.53) 82.97 45.63 18.84 74.68 Dividends per ordinary share 8.000 1 8.000 8.000 8.000 8.000 7.875 7.500 7.500 7.500 7.500 FTSE All-Share total return Index 10,815 9,729 8,611 7,981 7,852 6,465 7,431 7,389 6,777 5,737 ZDP shares 2 (pence) 2026 ZDP shares Capital entitlement 3 per ZDP share 141.95 135.15 128.75 122.62 116.78 111.21 105.89 100.87 n/a n/a ZDP share price 137.00 119.00 114.50 115.50 116.00 92.25 107.50 102.25 n/a n/a 2028 ZDP shares Capital entitlement 3 per ZDP share 126.39 119.49 113.02 106.87 101.60 n/a n/a n/a n/a n/a ZDP share price 118.00 98.00 96.50 99.00 100.00 n/a n/a n/a n/a n/a Equity holders' funds (£m) Gross assets 4 248.3 240.2 304.9 410.6 544.4 483.3 537.2 488.3 449.7 440.7 Loans 19.5 2.9 42.7 51.1 48.5 51.1 51.0 27.8 47.8 24.7 ZDP shares 62.2 99.8 94.6 140.8 132.1 180.5 159.9 199.4 173.8 197.4 Equity holders' funds 166.6 137.5 167.6 218.7 363.8 251.6 326.3 261.1 228.1 218.6 Revenue account (£m) Income 13.6 12.2 10.2 9.9 11.6 12.7 11.2 10.6 10.7 10.5 Costs (management and other expenses) 1.6 1.5 1.7 1.7 2.1 2.6 2.8 2.8 2.9 1.9 Finance costs 1.2 2.2 2.9 1.1 1.0 1.6 1.6 1.6 1.8 1.7 Net income 10.8 8.5 5.6 7.0 8.5 8.5 6.8 6.2 6.0 6.9 Financial ratios of the Group (%) Ongoing charges figure 4 (excluding performance fee) 2.8 2.8 2.8 2.2 2.3 2.1 2.1 2.2 2.1 3.3 Gearing 4 48.5 73.6 83.5 89.5 48.8 93.4 63.7 87.3 97.2 101.6 1 The third and fourth quarterly dividend of 2.00p each have not been included as a liability in the accounts 2 Issued by UIL Finance, a wholly owned subsidiary of UIL 3 See page 25 4 See Alternative Performance Measures on pages 101 to 103 ### HISTORICAL PERFORMANCE ![]() UK CONTACT PO Box 208 Epsom Surrey KT18 7YF Telephone: +44 (0)1372 271486 www.uil.limited #### A DIVERSE PORTFOLIO BY GEOGRAPHY AND SECTOR REGISTERED OFFICE Clarendon House 2 Church Street Hamilton HM 11 Bermuda UIL News