Annual Financial Report

UIL Limited

25 September 2026

 

Date:                      25 September 2026

Contact:                 Charles Jillings

                                ICM Investment Management Limited

                                01372 271 486

UIL LIMITED

ANNUAL FINANCIAL REPORT

for the year to 30 June 2026

UIL Limited ("UIL" or the "Company") today announced its audited financial results for the year to 30 June 2026.

FINANCIAL HIGHLIGHTS

·    Revenue earnings per ordinary share of 17.65p (2025: 11.91p)

·    Dividends per ordinary share of 8.00p (2025: 8.00p)

·    Net asset value ("NAV") total return per ordinary share* of 49.8% (2025: 14.7%)

·    Share price total return per ordinary share* of 83.8% (2025: 22.5%)

·    NAV discount* as at 30 June 2026 of 20.8% (2025: 34.2%)

·    Gearing* 28.3% (2025: 48.5%)

*See Alternate Performance Measures on pages 99 to 101 of the Report and Accounts

The Report & Accounts for the year ended 30 June 2026 will be posted to shareholders in early October 2026. A copy will shortly be available to view and download from the Company's website at www.uil.limited and the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Please click on the following link to view the document: http://www.rns-pdf.londonstockexchange.com/rns/4290W_1-2026-9-25.pdf

GROUP PERFORMANCE SUMMARY

	30 June 2026	30 June 2025	% change 2026/25
NAV total return per ordinary share1 (for the year) (%)	49.8	14.7	n/a
Share price total return per ordinary share1 (for the year) (%)	83.8	22.5	n/a
Annual compound NAV total return1 (since inception2) (%)	8.5	6.9	n/a
NAV per ordinary share (pence)	257.57	179.41	43.6
Ordinary share price (pence)	204.00	118.00	72.9
Discount1 (%)	20.8	34.2	n/a
Returns and dividends (pence)
Revenue return per ordinary share	17.65	11.91	48.2
Capital return per ordinary share	69.62	11.18	522.7
Total return per ordinary share	87.27	23.09	278.0
Dividends per ordinary share	8.003	8.00	0.0
FTSE All-Share total return Index	13,182	10,815	21.9
Equity holders' funds (£m)
Gross assets1	308.1	248.3	24.1
Loans	10.2	19.5	(47.7)
ZDP shares	65.0	62.2	4.5
Equity holders' funds	232.9	166.6	39.8
Revenue account (£m)
Income	18.7	13.6	37.5
Costs (management and other expenses)	1.7	1.6	6.2
Finance costs	0.8	1.2	(33.3)
Net income	16.1	10.8	49.1
Financial ratios of the Group (%)
Ongoing charges figure1	1.3	1.94	n/a
Gearing1	28.3	48.5	n/a

1 See Alternate Performance Measures on pages 99 to 101 of the Report and Accounts

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

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

4 Restated, see page 100

CHAIRMAN'S STATEMENT

I am pleased to report that UIL's NAV total return for the year to 30 June 2026 was 49.8%. This performance is well ahead of the wider markets, with the FTSE All Share total return Index up by 21.9%. UIL's annual compound NAV total return since inception in 2003 strengthened significantly to 8.5%.

Since inception in August 2003, UIL has distributed £115.9m in dividends, invested £41.6m in ordinary share buybacks and made net gains of £284.5m for a total return of 547.0% (adjusted for the exercise of warrants and convertibles).

FUTURE OF THE COMPANY

In September 2024 we outlined proposals, drawn up by both the Investment Managers and the majority shareholder and fully supported by the Board, to take UIL private following the redemption of the 2028 ZDP shares. The proposals included the following elements:

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%;

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.

Progress in each area is summarised below:

1.    Simplify the Group's Structure

During the previous financial year, UIL increased its holding in Zeta Resources Limited ("Zeta Resources") to 100.0%, and accordingly UIL now reports Zeta Resource's investment portfolio on a look through basis.

On 4 November 2025, UIL took a further significant step to simplify its structure by selling its shareholding in Somers Limited ("Somers"), UIL's last remaining platform investment. The shares were sold in part to UIL's majority shareholder for consideration of £17.1m, settled by the repayment of the loan balance from General Provincial Life Pension Fund ("GPLPF") in full, and in part back to Somers for consideration of £99.0m, settled by the transfer of certain Somers' investments, including a £53.8m investment in W1M Group Limited ("W1M") and a £33.6m investment in Resimac Group Limited ("Resimac").

This step is now complete and with all of UIL's platform investments having been brought under 100% direct ownership or sold, references to platform investments have been removed from UIL's investment policy.

2.    Quarterly Dividends

UIL has continued to declare quarterly dividends of 2.00p per ordinary share and expects, in the absence of unforeseen circumstances, to continue to meet the target of 2.00p per ordinary share for each quarter until privatisation in 2028.

3.    Buyback of Ordinary Shares and ZDP Shares

In aggregate in the year to 30 June 2026, UIL bought back 2.4m ordinary shares (30 June 2025: 0.5m) in the market at an average price of 170.52p (30 June 2025: 111.67p). Subject to cash resources UIL intends to continue to buyback ordinary shares. UIL also bought back 1.1m 2026 ZDP shares during the year (30 June 2025: nil).

4.    Ordinary Shares Liquidity Facility

UIL provided a liquidity facility for minority shareholders by offering to buy back ordinary shares in the market at a 20.0% discount to NAV over the four week period from 3 November 2025. UIL acquired 1.9m shares at a value of £3.5m pursuant to this facility, which was operated by UIL's broker Shore Capital and Corporate Limited.

UIL will seek shareholder approval at the forthcoming AGM for the 2026 liquidity facility and it is expected that a similar cost effective mechanism will operate in 2027, thereby providing liquidity for minority shareholders in advance of the proposal to take UIL private following the redemption of the 2028 ZDP shares, at a share price close to NAV at that time.

5.    Redeem ZDP Shares

The 2026 ZDP shares will be redeemed on 31 October 2026. In preparation, UIL secured a USD 13.5m loan facility from The Bank of N.T. Butterfield ("Bank of Butterfield") in June 2026 and has commenced realising assets. Following drawdown of the Bank of Butterfield loan in full, UIL has been buying back 2026 ZDP shares in the market. As at 23 September 2026 UIL held 5.8m 2026 ZDP shares with a redemption value of £8.8m.

The 2028 ZDP shares will be redeemed on 31 October 2028. In June and July 2026 UIL sold its holding of 0.8m 2028 ZDP shares for £1.0m to raise funds towards the 2026 ZDP redemption.

6.    Taking UIL Private

The Board and the Investment Managers are often asked about the future of UIL. It is planned to take UIL private, following the redemption of the 2028 ZDP shares, at a share price close to NAV at that time. Following the privatisation process, UIL will remain an investment vehicle privately owned by the existing majority shareholders and its portfolio will remain long term in nature.

ORDINARY SHARES

It is very pleasing to see the actions taken by the Board and Investment Managers above, be recognised by shareholders and the market. The ordinary share price increased strongly, rising 72.9% over the year to 30 June 2026 from 118.00p to 204.00p and the discount to NAV narrowed from 34.2% to 20.8% over the year.

ZDP SHARES

The 2026 ZDP shares cover ratio has risen from 4.40 times to 6.52 times, and the cover on the 2028 ZDP shares rose from 2.64 times to 3.64 times. This has contributed to increased confidence in these two ZDP issues and their respective share prices, which rose by 9.1% for the 2026 ZDP shares and 11.4% for the 2028 ZDP shares in the year to 30 June 2026. The outstanding ZDP share classes amounted to £65.0m as at 30 June 2026 (30 June 2025: £62.2m).

GEARING

As referred to above, UIL entered into a USD 13.5m term loan facility with Bank of Butterfield in June 2026 and the facility was drawn down in full on 16 June 2026. As at 30 June 2026 UIL had loans of £10.2m and cash of £9.3m. The ZDP shares as at 30 June 2026 amounted to some £65.0m and the gearing ratio including the ZDP shares was 28.3%, well below the ratio of 48.5% as at 30 June 2025.

PORTFOLIO UPDATE

The sale of Somers resulted in a number of direct investments being transferred to UIL's portfolio replacing the investment in Somers, which represented 40.1% of UIL's total investments as at 30 June 2025. In the year to 30 June 2026, W1M became UIL's second largest holding representing 24.9% of UIL's total investments as at year end. Resimac's position increased from the fifth to third largest holding mainly as a result of the increased shareholding following the Somers transaction and represented 13.7% of UIL's total investments as at year end. Australian Securities Exchange ("ASX") listed MoneyMe Limited ("MoneyMe") and Gumtree Australia Markets Limited ("Gumtree") both also entered the top ten as a result of the Somers transaction.

Most of the top ten investments saw increased valuations over the year to 30 June 2026. Zeta Resources was the standout performer with gains of £33.6m which contributed to portfolio gains of £68.0m. This is reflected principally from Zeta Resources' exposure to gold mining investments and in particular Horizon Gold Limited ("Horizon Gold").

On a look through basis, the portfolio is more balanced compared with the prior year, although it remains concentrated with the top two investments of W1M and Horizon Gold representing, respectively, 24.9% and 22.0% of UIL's total investments and a substantial proportion of the portfolio continues to be classified within Level 3 of the fair value hierarchy.

REVENUE, EARNINGS AND DIVIDENDS

It is good to see strong revenue in the year to 30 June 2026, resulting in earnings per share ("EPS") of 17.65p, ahead of the EPS for the year to 30 June 2025 of 11.91p.

The total dividends paid and declared in respect of the year to 30 June 2026 amounted to 8.00p (prior year 8.00p) and is in line with the Board's guidance to shareholders.

BOARD

As announced in last year's annual report, Alison Hill stepped down from the Board following the 2025 AGM. Alison served nine years as a Director and we thank her for her significant contribution, insight and challenge over that time. 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 director and UIL will use the opportunity to minimise costs and continue with a Board of three directors.

OUTLOOK

The global outlook remains broadly positive driven by accelerating investment into AI and compute capacity. However, the economic model needed to underpin the huge level of investment in this space is yet to emerge as a driver of value and there continues to be significant market volatility reflecting geopolitical tensions and inflation concerns. In parallel, many aspects of human endeavour are being stretched to breaking point. Imbalances are rising from climate change, resource constraints and economic sustainability which is contributing to growing imbalances across many areas of society and the global economy.  In particular, the substantial increase in sovereign debt levels leaves many governments increasingly exposed to the effects of higher interest rates, constraining fiscal flexibility and potentially amplifying future economic shocks. As a result, the range and complexity of risks are rising.

Against this backdrop, UIL's underlying portfolio has benefited from rising asset valuations and supportive operating performance across a number of holdings.  Whilst market conditions remain uncertain, these factors are likely to continue to underpin portfolio performance in the short term.

Stuart Bridges
Chairman

25 September 2026

INVESTMENT MANAGERS' REPORT

During the year to 30 June 2026, there have been five significant events: (i) the sale of UIL's holding in Somers in exchange for shares in a number of Somers' portfolio companies; (ii) the profitable execution of the Kumarina Resources Pty Limited ("Kumarina") gold mining development; (iii) the rise in the gold price and its positive read across the portfolio; (iv) the buyback of ordinary shares (including the liquidity event in November) at an average discount of 22.1%; and (v) the fund raise at Horizon Gold which enables the company to be on a clear path to preproduction.

These events have helped UIL record a profit for the year to 30 June 2026 of £79.6m. UIL's NAV per share increased by 43.6% to 257.57p, and after adding back dividends, the total return for the period under review was 49.8%.

UIL has therefore emerged stronger and simpler over the year. NAV has risen, gearing reduced, the portfolio has been simplified to a number of direct investments, and revenue income has remained firm.

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. As referred to above, there has been significant activity over the year.

In the 2025 annual report attention was drawn to the exciting prospects at the Kumarina gold mining development which had commenced mining operations. The initial development was completed in December 2025 and concluded on time. As a result of the gold price rising over the year, the project was more profitable than anticipated and UIL and its subsidiaries received dividends amounting to AUD 28.6m. It should also be noted that further drilling and exploration at the site is ongoing, which could lead to further developments in future years.

W1M has been a strong contributor to UIL's portfolio performance contributing gains of £17.3m over the year. This is an outstanding performance driven by strong AUM growth, which has increased from £19.3bn in June 2024 to £28.7bn as at 30 June 2026.  W1M is well positioned for the coming year.

Horizon Gold added strongly to portfolio gains with its share price rising 78.6%, contributing unrealised gains of £30.3m over the year. Horizon Gold has made significant progress towards its ambition of becoming an operating gold miner in Western Australia. It has benefitted from the rising gold price and raised AUD 42.1m through private placements and rights issues. Horizon Gold has undertaken a definitive feasibility study which was published in July 2026 and presents a compelling case for its Gum Creek Gold Project.

Resimac's share price declined by 5.3% over the year to 30 June 2026. Operating conditions in the Australian mortgage market have been challenging and Resimac continues to focus on the long term opportunity that exists in the market. It should be noted that Resimac paid ordinary and special dividends of £2.6m to UIL in the year.

Allectus Quantum Holdings Limited's ("Allectus Quantum") sole investment Diraq has continued to meet milestones and raise capital at higher valuations. In May 2026, Diraq signed a letter of intent with the U.S. Department of Commerce for up to AUD 38.0m in proposed federal funding from the CHIPS Research and Development Office. This will support production and scaling of fault-tolerant silicon quantum computing processors via the USA semiconductor industry. Allectus Quantum delivered gains of £4.5m in the year to 30 June 2026 and we remain pleased with Diraq's progress and outlook.

COMMODITIES

Commodities were strong during the year to 30 June 2026, especially the gold and copper prices which were up by 21.3% and 23.1% respectively while oil was up by 7.9% over the year.

PORTFOLIO ACTIVITY

During the year to 30 June 2026, including the Somers transaction, UIL invested £118.7m and realised £135.6m.

GEOGRAPHIC AND SECTOR REVIEW

The geographic and sector split of the portfolio, on a look through basis, shows that Australia and New Zealand remain UIL's largest geographic exposure at 57.2% and financial services is the largest sector exposure at 44.0% of total investments. Gold mining has increased significantly to 26.1% from 19.2% due to the investments in Zeta Resources' underlying gold investments, in particular Horizon Gold.

LEVEL 3 INVESTMENTS

As a result of the Somers transaction, UIL's level 3 investments decreased to 69.4% of the total portfolio as at 30 June 2026 from 80.9% of the total portfolio as at 30 June 2025.

Taking into account the underlying investments in Zeta Resources, the level 3 investments on a look through basis as at 30 June 2026 represented 40.5% of the total portfolio.

ZDP SHARES

On a consolidated basis, the value of the ZDP shares increased from £62.2m as at 30 June 2025 to £65.0m as at 30 June 2026. The rise is due to the compounding of the ZDP capital return. As at 30 June 2026 UIL held 3.5m 2026 ZDP shares and 0.1m 2028 ZDP shares. Since year end UIL has bought back a further 2.4m 2026 ZDP shares and sold its 2028 ZDP shareholding. In addition, as set out on page 93, on 10 September 2026, 5.0m 2028 ZDP shares were issued by UIL Finance to UIL.

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 6.52 times for the 2026 ZDP shares and 3.64 times for the 2028 ZDP shares.

DEBT

On 16 June 2026, UIL entered into a £10.1m (USD 13.5m)bank facility with Bank of Butterfield to help fund the 2026 ZDP shares redemption. As at year end the facility was fully drawn and was predominantly held in cash.

GEARING

UIL's total debt reduced over the year from £80.8m to £65.9m. At the same time UIL's equity holders' funds increased from £166.6m to £232.9m. This combination saw UIL's gearing reduce markedly from 48.5% to 28.3%.

REVENUE RETURNS

Revenue income for the year to 30 June 2026 increased to £18.7m, up from £13.6m last year, an increase of 37.5%.

Management and administration fees and other expenses of £1.7m increased by 6.2% compared to the previous year (30 June 2025: £1.6m), mainly as a result of higher management fees reflecting the increase in direct holdings and the growth in NAV. Finance costs were lower, down by 33.3% at £0.8m for the year to 30 June 2026 from £1.2m in the prior year.

Revenue profit increased significantly by 49.1% to £16.1m (30 June 2025: £10.8m). EPS increased to 17.65p, up by 48.2% from 11.91p last year.

CAPITAL RETURNS

Capital total income reported a strong gain of £67.1m (30 June 2025: £14.2m) which was driven mainly by the £68.0m gains on investments.

Finance costs reduced by 12.2% to £3.6m from £4.1m as at 30 June 2025, largely reflecting the lower number of ZDP shares in issue following the 2024 ZDP share redemption in October 2024.

The resultant capital return profit for the year to 30 June 2026 was £63.5m (30 June 2025: £10.1m) and EPS was 69.62p per ordinary share (30 June 2025: 11.18p).

ONGOING CHARGES

UIL's ongoing charges figure for the year to 30 June 2026, amounted to 1.3%. As set out on page 100, the calculation has been revised to exclude many of the costs associated with investment companies held within the underlying portfolio and is in line with the guidance issued by the Association of Investment Companies ("AIC"). The prior year's calculation has been restated to reflect this change and the restated figure for 30 June 2025 was 1.9%.

Charles Jillings
ICM Investment Management Limited
and ICM Limited

25 September 2026

PRINCIPAL RISKS AND RISK MITIGATION

During the year ended 30 June 2026, ICMIM was the Company's AIFM and had sole responsibility for risk management subject to the overall policies, supervision, review and control of the Board.

As required by the Association of Investment Companies ("AIC") Code of Corporate Governance, the Board has undertaken a robust assessment of the principal and emerging risks facing the Company. It seeks to mitigate these risks through regular review by the Audit & Risk Committee of the Company's risk register which identifies the risks facing the Company and the likelihood and potential impact of each risk, together with the controls established for mitigation.

During the year the Audit & Risk Committee also discussed and monitored a number of emerging risks that could potentially impact the Company, the principal ones being geopolitical risk and climate change risk and these are considered within investment risk and market risk below.

The principal risks and uncertainties currently faced by the Company and the controls and actions to mitigate those risks, are described below. There have been no significant changes to the principal risks during the year, although geopolitical risk remains elevated.

INVESTMENT RISK: The risk that the investment strategy does not achieve long-term positive total returns for the Company's shareholders. Insufficient consideration of ESG factors could lead to poor performance and/or a reduction in demand for the Company's shares.

The Board monitors the performance of the Company and has established guidelines to ensure that the approved investment policy is pursued by the Investment Managers. The Board regularly reviews strategy in relation to a range of issues including the balance between quoted and unquoted stocks, the allocation of assets between geographic regions and sectors and gearing.

The investment process employed by the Investment Managers combines assessment of economic and market conditions in the relevant countries with stock selection. Fundamental analysis forms the basis of the Company's stock selection process, with an emphasis on an investment's balance sheet, cash flows and dividends, as well as market conditions. In addition, ESG factors are also considered when selecting and retaining investments and political risks associated with investing in specific countries are also assessed. Overall, the investment process aims to achieve absolute returns through an active fund management approach and the Board monitors the implementation and results of the investment process with the Investment Managers.

MARKET RISK: Adverse market movements in the prices of equity and fixed interest securities, interest rates and foreign currency exchange rates and adverse liquidity could lead to a fall in NAV.

The Company's portfolio is exposed to equity market risk, interest rate risk, foreign currency risk and liquidity risk. Adverse market conditions may result from factors such as economic conditions, political change, geopolitical confrontations, climate change, natural disasters and health epidemics. At each Board meeting the Board reviews the composition of the portfolio, asset allocation, stock selection, unquoted investments and levels of gearing and has set investment restrictions and guidelines which are monitored and reported on by the Investment Managers.

The Company's results are reported in Sterling, although the majority of its assets are priced in foreign currencies and therefore any rise or fall in Sterling will lead, respectively, to a fall or rise in the Company's reported NAV. Such factors are out of the control of the Board and the Investment Managers and may give rise to distortions in the reported returns to shareholders. It can be difficult and expensive to hedge some currencies.

KEY STAFF RISK: Loss by the Investment Managers of key staff could affect investment returns.

The quality of the investment management team is a crucial factor in delivering good performance. There are training and development programs in place for employees and the remuneration packages have been developed in order to retain key staff. Any material changes to the management team are considered by the Board at its next meeting; the Board discusses succession planning with the Investment Managers at regular intervals.

DISCOUNT RISK: The Company's shares may trade at a discount to their NAV and a widening discount may undermine investor confidence in the Company.

The Board monitors the price of the Company's shares in relation to their NAV and is focused on reducing the discount at which they trade. The Board may agree to buy back shares if there is a significant overhang of stock in the market; it targets a discount to NAV of approximately 20% over the medium term.

OPERATIONAL RISK: Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Company and could affect the ability of the Company to successfully pursue its investment policy.

The Company's main service providers are listed on page 98. 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 2026, gearing on net assets, including borrowings and ZDP shares, was 28.3% (30 June 2025: 48.5%). The Board reviews the level of gearing at each Board meeting.

REGULATORY RISK: Failure to comply with applicable legal and regulatory requirements could lead to suspension of the Company's Stock Exchange listings, financial penalties, a qualified audit report or the Company being subject to tax on capital gains.

The Investment Managers and the Company's professional advisers monitor developments in relevant laws and regulations and provide regular reports to the Board in respect of the Company's compliance.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

in respect of the Annual Report and Financial Statements

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

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

The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to:

·      select suitable accounting policies and then apply them consistently;

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

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

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

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

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

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

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

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

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL REPORT 

We confirm that to the best of our knowledge: 

·      the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

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

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

Approved by the Board and signed on its behalf by:

Stuart Bridges

Chairman

25 September 2026

GROUP INCOME STATEMENT

for the year to 30 June			2026			2025
	Revenue	Capital	Total	Revenue	Capital	Total
	return	return	return	return	return	return
	£'000s	£'000s	£'000s	£'000s	£'000s	£'000s
Gains on investments	-	67,983	67,983	-	13,620	13,620
Gains on derivative financial instruments	-	-	-	-	178	178
Foreign exchange (losses)/gains	-	(890)	(890)	-	407	407
Investment and other income	18,650	-	18,650	13,643	-	13,643
Total income	18,650	67,093	85,743	13,643	14,205	27,848
Income not receivable	-	-	-	(246)	-	(246)
Management and administration fees	(971)	-	(971)	(507)	-	(507)
Other expenses	(764)	(10)	(774)	(866)	(2)	(868)
Profit before finance costs	16,915	67,083	83,998	12,024	14,203	26,227
Finance costs	(813)	(3,571)	(4,384)	(1,241)	(4,086)	(5,327)
Profit for the year	16,102	63,512	79,614	10,783	10,117	20,900
Earnings per ordinary share - pence	17.65	69.62	87.27	11.91	11.18	23.09

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

All items in the above statement derive from continuing operations.

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

COMPANY INCOME STATEMENT

for the year to 30 June			2026			2025
	Revenue	Capital	Total	Revenue	Capital	Total
	return	return	return	return	return	return
	£'000s	£'000s	£'000s	£'000s	£'000s	£'000s
Gains on investments	-	68,412	68,412	-	14,214	14,214
Gains on derivative financial instruments	-	-	-	-	178	178
Foreign exchange (losses)/gains	-	(890)	(890)	-	407	407
Investment and other income	18,650	-	18,650	13,643	-	13,643
Total income	18,650	67,522	86,172	13,643	14,799	28,442
Income not receivable	-	-	-	(246)	-	(246)
Management and administration fees	(971)	-	(971)	(507)	-	(507)
Other expenses	(764)	(10)	(774)	(866)	(2)	(868)
Profit before finance costs	16,915	67,512	84,427	12,024	14,797	26,821
Finance costs	(813)	(3,790)	(4,603)	(1,241)	(4,337)	(5,578)
Profit for the year	16,102	63,722	79,824	10,783	10,460	21,243
Earnings per ordinary share - pence	17.65	69.85	87.50	11.91	11.56	23.47

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

All items in the above statement derive from continuing operations.

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

GROUP STATEMENT OF CHANGES IN EQUITY

for the year to 30 June 2026
	Ordinary	Share
	share	premium	Special	Capital	Revenue
	capital	account	reserve	reserves	reserve	Total
	£'000s	£'000s	£'000s	£'000s	£'000s	£'000s
Balance as at 30 June 2025	9,289	52,258	233,866	(147,690)	18,924	166,647
Profit for the year	-	-	-	63,512	16,102	79,614
Ordinary dividends paid	-	-	-	-	(9,124)	(9,124)
Shares purchased by the Company and cancelled	(245)	(3,943)	-	-	-	(4,188)
Balance as at 30 June 2026	9,044	48,315	233,866	(84,178)	25,902	232,949

for the year to 30 June 2025
	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
Ordinary dividends paid	-	-	-	-	(7,077)	(7,077)
Shares issued by the Company	950	14,853	-	-	-	15,803
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

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year to 30 June 2026
	Ordinary	Share
	share	premium	Special	Capital	Revenue
	capital	account	reserve	reserves	reserve	Total
	£'000s	£'000s	£'000s	£'000s	£'000s	£'000s
Balance as at 30 June 2025	9,289	52,258	233,866	(147,955)	18,924	166,382
Profit for the year	-	-	-	63,722	16,102	79,824
Ordinary dividends paid	-	-	-	-	(9,124)	(9,124)
Shares purchased by the Company and cancelled	(245)	(3,943)	-	-	-	(4,188)
Balance as at 30 June 2026	9,044	48,315	233,866	(84,233)	25,902	232,894

for the year to 30 June 2025
	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	(158,415)	15,218	136,927
Profit for the year	-	-	-	10,460	10,783	21,243
Ordinary dividends paid	-	-	-	-	(7,077)	(7,077)
Shares issued by the Company	950	14,853	-	-	-	15,803
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

STATEMENTS OF FINANCIAL POSITION

		Group		Company
as at 30 June	2026	2025	2026	2025
	£'000s	£'000s	£'000s	£'000s
Non-current assets
Investments	299,306	248,201	304,529	252,199
Current assets
Other receivables	257	34	257	34
Cash and cash equivalents	9,257	953	9,257	953
	9,514	987	9,514	987
Current liabilities
Loans	(3,390)	(19,525)	(3,390)	(19,525)
Other payables	(741)	(832)	(37,968)	(832)
Zero dividend preference shares	(32,063)	-	-	-
	(36,194)	(20,357)	(41,358)	(20,357)
Net current liabilities	(26,680)	(19,370)	(31,844)	(19,370)
Total assets less current liabilities	272,626	228,831	272,685	232,829
Non-current liabilities
Loans	(6,781)	-	(6,781)	-
Other payables	-	-	(33,010)	(66,447)
Zero dividend preference shares	(32,896)	(62,184)	-	-
Net assets	232,949	166,647	232,894	166,382
Equity attributable to equity holders
Ordinary share capital	9,044	9,289	9,044	9,289
Share premium account	48,315	52,258	48,315	52,258
Special reserve	233,866	233,866	233,866	233,866
Capital reserves	(84,178)	(147,690)	(84,233)	(147,955)
Revenue reserve	25,902	18,924	25,902	18,924
Total attributable to equity holders	232,949	166,647	232,894	166,382
Net asset value per ordinary share - pence	257.57	179.41	257.51	179.12

STATEMENTS OF CASH FLOWS

		Group		Company
for the year to 30 June	2026	2025	2026	2025
	£'000s	£'000s	£'000s	£'000s
Profit before taxation	79,614	20,900	79,824	21,243
Deduct investment income - dividends	(15,321)	(13,588)	(15,321)	(13,588)
Deduct investment income - interest	(3,323)	(40)	(3,323)	(40)
Deduct bank interest	(6)	(15)	(6)	(15)
Add back bank interest charged	813	1,241	813	1,241
Add back gains on investments	(67,983)	(13,620)	(68,412)	(14,214)
Add back gains on derivative financial instruments	-	(178)	-	(178)
Add back foreign exchange losses/(gains)	890	(407)	890	(407)
Add back income not receivable	-	246	-	246
Increase in other debtors	(119)	(5)	(119)	(5)
Increase/(decrease) in creditors	303	(66)	303	(66)
Add back Zero Dividend Preference ("ZDP") shares finance costs	3,571	4,086	-	-
Add back intra-group loan account finance costs	-	-	3,790	4,337
Net cash outflow from operating activities before dividends and interest	(1,561)	(1,446)	(1,561)	(1,446)
Dividends received	15,321	13,588	15,321	13,588
Investment income - interest received	5	61	5	61
Bank interest received	6	15	6	15
Interest paid	(227)	(524)	(227)	(524)
Cash flows from operating activities	13,544	11,694	13,544	11,694
Investing activities:
Purchases of investments	(13,987)	(12,565)	(15,691)	(12,758)
Sales of investments	17,109	24,786	18,017	24,786
Net settlement of derivatives	-	178	-	178
Cash flows from investing activities	3,122	12,399	2,326	12,206
Financing activities:
Equity dividends paid	(9,124)	(5,707)	(9,124)	(5,707)
Drawdowns of loans	23,892	37,594	23,892	37,594
Repayment of loans	(17,421)	(14,265)	(17,421)	(14,265)
Cash flows from issue of ZDP shares	908	-	-	-
Cash flows from redemption of ZDP shares	(1,704)	(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	(4,188)	(514)	(4,188)	(514)
Cash flows from financing activities	(7,637)	(24,616)	(6,841)	(24,423)
Net increase/(decrease) in cash and cash equivalents	9,029	(523)	9,029	(523)
Cash and cash equivalents at the beginning of the year	953	1,485	953	1,485
Effect of movement in foreign exchange	(725)	(9)	(725)	(9)
Cash and cash equivalents at the end of the year	9,257	953	9,257	953

NOTES

1. DIVIDENDS

The Directors declared a fourth quarterly dividend in respect of the year ended 30 June 2026 of 2.00p per share payable on 30 September 2026 to all ordinary shareholders on the register at close of business on 11 September 2026. The total cost of the dividend, which has not been accrued in the results for the year to 30 June 2026, is £1,808,000 based on 90,402,804 ordinary shares in issue at the record date.

2. RELATED PARTY TRANSACTIONS

The following are considered related parties of UIL in the year ended 30 June 2026:

Ultimate parent undertaking:

UIL's majority shareholder General Provincial Life Pension Fund Limited ("GPLPF") holds 80.6% of UIL's shares (2025: 78.8). The ultimate parent undertaking of GPLPF is Somers Isles Private Trust Company Limited.

Subsidiaries of UIL:

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

Joint venture of UIL

Allectus Quantum Holdings Limited ("Allectus Quantum").

Associated undertakings:

DTI Group Ltd ("DTI"), Gumtree Australia Markets Limited, MoneyMe Limited, Orbital Corporation Limited ("Orbital"), Resimac Group Limited ("Resimac"), Somers Limited ("Somers") and WT Financial Group.

Subsidiaries of the above subsidiaries 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 and Resimac Limited.

Zeta Minerals: Kumarina Resources Pty Ltd ("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 2026 between the Company and its related parties above:

UIL Finance

Loans from UIL Finance to UIL of £66.4m as at 30 June 2025 increased by £3.8m, to £70.2m as at 30 June 2026. The loans are repayable on any ZDP share repayment date.

Subsidiaries

CoreHealth: Pursuant to loan agreements dated 22 December 2021, 15 December 2022 and 5 December 2023 the balances of the loans outstanding as at 30 June 2025 were £0.6m (CAD 1.0m), £0.7m (CAD 1.7m) and £1.1m (CAD 2.0m) respectively. On 1 July 2025, the loans were converted to ordinary shares, UIL receiving 42,500,000 CoreHealth ordinary shares. The loans incurred interest at an annual rate of nil%.

Pursuant to a promissory note agreement dated 23 June 2025, UIL agreed to lend up to £1.1m (CAD 2.0m) to CoreHealth. In October the facility was amended to lend up to £1.4m (CAD 2.5m) and was further amended in December 2025 to lend up to £2.7m (CAD 5.0m). As at 30 June 2025 the balance of the loan was £0.3m (CAD 0.5m) and in the year UIL advanced to CoreHealth £1.6m (CAD 3.0m). As at 30 June 2026 the balance of the loan was £1.9m (CAD 3.5m). The promissory note does not bear interest.

Energy Holdings Ltd: UIL paid fees of £57k incurred by Energy Holdings Limited and was re-imbursed by Energy Holdings Limited for prior expenses incurred of £46k.

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 (2025: a dividend distribution of £0.2m).

Zeta Minerals: Zeta Minerals made dividend distributions of £11.3m to UIL during the year (2025: £nil).

Pursuant to a loan agreement dated 20 October 2025, under which UIL agreed to loan monies to Zeta Minerals of up to £6.0m, in the year UIL advanced to Zeta Minerals £27.0k. On 25 June 2026, the loan was converted to ordinary shares, UIL receiving 11 Zeta Minerals ordinary shares. The loan incurred interest at an annual rate of nil%.

Zeta Resources: 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, the balance of the loans and interest outstanding as at 30 June 2025 was £1.0m (AUD 2.1m) and £2.0m (USD 2.7m). In the year UIL advanced to Zeta Resources loans of £6.8m (AUD 13.4m) and £4.6m (USD 6.2m) and Zeta Resources repaid £0.7m (AUD 1.5m) and £0.4m (USD 0.5m). As at 30 June 2026, the balances of the loans outstanding were £7.3m (AUD 14.0m) and £6.3m (USD 8.4m). The loans bear interest at an annual rate of nil%.

Joint Venture of UIL

Allectus Quantum: UIL paid fees of £5k (2025: £5k) incurred by Allectus Quantum.

Associated undertakings

DTI: There were no transactions during the year.

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

MoneyMe Limited: There were no transactions during the year.

Orbital: On 28 February 2025, UIL and another major shareholder of Orbital Corporation Limited ("Orbital") jointly made a AUD 2.0m loan facility available to Orbital. In the year UIL advanced to Orbital £0.5m (AUD 1.0m) and received £11k interest. As at 30 June 2026 the balance of the loan and interest outstanding was £0.5m (AUD 1.0m). The loan incurs interest at the aggregate of the Australian 3 month bank bill swap rate plus 2% per annum and is repayable on 28 February 2028.

Resimac: UIL received dividends of £2.6m (2025: £1.7m) and a capital distribution of £4.7m (2025: £nil) from Resimac. Resimac provided to UIL a AUD 15.0m loan in the year, see note 15 for details.

Somers: On 4 November 2025, UIL entered into a sale, purchase and buyback agreement with Somers whereby Somers repurchased 7,914,984 Somers shares, all the shares held by UIL, at Somers' NAV per share of £12.50 as at 31 October 2025, for an aggregate consideration of £99.0m. This was settled through the transfer to UIL of the following investments listed at fair value as at 31 October 2025: Sabrina Topco Limited ("Sabrina") £53.8m; Resimac £33.6m; MoneyMe Limited £9.7m; WT Financial Group £1.2m; and Gumtree Australia Markets Limited £0.6m.

WT Financial Group: UIL received dividends of £0.3m (2025: £nil) from WT Financial Group.

Subsidiaries of the above subsidiaries and associated undertakings

PPP: Pursuant to a loan agreement dated 20 June 2025, under which UIL agreed to loan monies to PPP, the balance of the loan outstanding as at 30 June 2025 was £4.9m (AUD 10.3m). In the year to 30 June 2026, PPP repaid the loan in full. The loan incurred interest at an annual rate of nil%.

Kumarina: Pursuant to a loan agreement dated 26 February 2025, under which UIL agreed to loan monies to Kumarina, the balance of the loan outstanding as at 30 June 2025 was £2.6m (AUD 5.5m). In the year Kumarina repaid the loan in full. The loan incurred interest at an annual rate of nil%.

Except for the above there were no transactions during the year to 30 June 2026 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 £1,000 (2025: £17,000), there were no other transactions with ICM or ICMIM or ICM Corporate Services (Pty) Ltd. At the year end £243,000 (2025: £103,000) remained outstanding to ICM and ICMIM in respect of management and company secretarial fees and £nil (2025: £nil) in respect of performance fees.

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

Mr Jillings is a director of Allectus Quantum, PML, Somers and Sabrina. Mr Jillings received dividends from UIL of £56,000 (2025: £45,000).

Mr Saville is a director of GPLPF, PML, Resimac, West Hamilton, Somers, Zeta Minerals and Zeta Resources and the ultimate beneficial owner of ICM and ICMIM.

Mrs Pope is a director of Zeta Minerals.

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: Chairman £55,500; Chairman of Audit & Risk Committee £53,000; Director £41,050; and Alison Hill £14,100 (retired from the Board on 4 November 2025). The Board received aggregate remuneration of £164,000 for services as Directors. As at 30 June 2026, £nil remained outstanding to the Directors. In addition to their fees, the Directors received dividends totalling £72,000 (2025: £52,000) during the year. In aggregate the Directors held 765,849 ordinary shares of the Company as at 30 June 2026 (2025: 739,302). 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 £7,288,000 (2025: £5,451,000) from UIL, Mitre Investments Limited received dividends of £237,000 (2025: £200,000) from UIL and PML received dividends of £2,000 (2025: £2,000) from UIL.

GPLPF provided a £24.0m loan facility to UIL, see note 15.

On 4 November 2025, UIL entered into a sale and purchase agreement with GPLPF to sell 1,371,124 Somers shares held by UIL to GPLPF in settlement of the outstanding loan from GPLPF to UIL of £17.1m (including accrued interest).

There were no other transactions between companies controlled by key management and UIL during the year to 30 June 2026.

3. RESULTS

This statement was approved by the Board on 25 September 2026. The financial information set out above does not constitute the Group's or Company's statutory accounts for the years ended 30 June 2026 or 2025 but is derived from those accounts. The auditor has reported on those accounts; their reports were (i) unqualified and (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report.

Annual General Meeting Arrangements

The Annual General Meeting ("AGM") of the Company will be held at its registered office, Richmond House, 12 Par-la-Ville Road, Hamilton HM 08, Bermuda on Thursday, 19 November 2026 at 5.00pm (local time) and notice is set out at the end of the Report & Accounts.

Legal Entity Identifier: 213800CTZ7TEIE7YM468

 

END