UIL Ltd. — Annual Report 2025

Sep 26, 2025

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Ace Liberty & Stone PLC

26 September 2025

The   information   contained within this announcement is deemed by the Company to constitute   inside   information   stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of   UK   domestic law by virtue of the   European Union   (Withdrawal) Act 2018.     Upon the publication of this announcement via the   Regulatory   Information   Service, this   inside   information   is now considered to be in the public domain.  

26 September 2025

Ace Liberty and Stone plc

(''Ace'' or "the Company'')

FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2025

Focused on delivering long-term value for shareholders

Ace Liberty and Stone Plc (AQSE: ALSP), the active property investment company capitalising on commercial property investment opportunities across the UK, is pleased to announce its results for the year ended 30 April 2025.

​

Financial Highlights:

·      Five-year £17.7 million facility agreed with Coutts & Co, sole bank lender to the group

·      Completed disposal of two properties, reducing Group borrowings

·      Administrative expenses reduced by 5.8% to £1,282,247 (FY 2024 £1,361,120)

·      Revenue decreased 1.4% to £5,505,203 primarily due to Melton Mowbray disposal (FY 2024 £5,585,526)

·      Value of investment property down 3.5% to £72,733,522 (FY 2024 £75,339,777) largely due to Dorchester disposal

·      Occupancy steady at 96%

·      98% of income from Government and Major Industrial & Commercial tenants

·      Heads of Terms agreed with £10 million CLN noteholder for the potential acquisition of a combination of certain subsidiaries and properties . Loan extended to 31 December 2025 to facilitate due diligence.

Ismail Ghandour, Chief Executive Officer, commented:

"Ace was established to build a portfolio of commercial properties generating secure rental income over the long-term. Whilst profits have been impacted by rising costs over the past number of years, the underlying strength of our assets in producing secure income remains. The Board remains committed to delivering returns to shareholders and re-establishing distributions once reserves are available."

-ends-

For further information, please contact:

Ace Liberty & Stone Plc	Tel: +44 (0) 20 7201 8340
Laura Yates, Finance Director	www.acelibertyandstone.com
Alfred Henry Corporate Finance Ltd	Tel: +44 20 8064 4056
AQSE Growth Market Corporate Adviser	www.alfredhenry.com
Nick Michaels/Maya Klein Wassink

Chairman's Statement

I am pleased to present the year end results for Ace Liberty & Stone plc. Whilst there remains uncertainty in the macroeconomic environment, there are signs of positive change in the property market. As interest rates have begun to fall, we are seeing more positive sentiment in the market and we expect this trend to continue as rates and inflation stabilise over time. In addition, I was pleased to note the Government's renewed support for regional locations. This will no doubt provide a much-needed boost to cities in those areas and, as an owner of investment property assets outside London, this change is welcome.

The Ace team has continued to be active throughout the year, making positive progress on a number of transactions. A debt facility totalling £17,741,800 secured against the properties held in Ace (North) Limited completed in September 2024. The facility was provided by Coutts & Co who had held the existing debt against these properties and remains the sole bank lender to the Group. A further portion of the Company's loan facility with Coutts & Co of £20,358,750, secured against the remainder of the properties in the portfolio, had been due to be repaid on 22 September 2025. Negotiations to renew or replace this loan were already well-advanced at that date and a short extension to 22 December 2025 was agreed with the lender to facilitate completion of due diligence. See Note 19 for further detail.

In addition, a short extension of the £10 million Convertible Loan Notes (CLN) to 31 December 2025 has been agreed with the noteholder, as negotiations regarding a potential conversion are underway. Heads of Terms have been agreed under which the noteholder would utilise the existing £10 million investment to acquire a number of subsidiaries and property assets from the Company. The transaction is intended to realise funds and reduce borrowings. The Board is considering options for utilising any surplus funds, which may include a return of capital to shareholders, subject to necessary approvals. See Note 20 for further detail.

During the period under review, two assets were sold as the Board made the decision to dispose of liquid assets to increase cash reserves and reduce borrowings. The sale of Egerton Park service station, Leicester Road, Melton Mowbray completed in May 2024 for a consideration of £2,750,000. The property was purchased in July 2023 at a price of £2,744,852 (excluding costs). Loders Service Station, Dorchester, which was held for sale at 30 April 2025, was sold in June 2025 for a consideration of £2,210,000. The property was purchased in February 2023 at a price of £2,080,000 (excluding costs).

In the year to 30 April 2025 revenue decreased marginally to £5,505,203 largely driven by the disposal of the property in Melton Mowbray. Administrative expenses have reduced from £1,361,120 to £1,282,247. The Board has targeted a reduction in overheads with all expenditure under review. A decrease in legal and professional fees this year has been partially offset by increased void costs. Mitigating actions have been put in place to reduce void costs where possible. Staff changes have resulted in a decrease in employment costs but we expect to see the full impact of these changes only in the next financial year. In addition, the Board has agreed to implement adjustments to salaries which will be reflected in the overall remuneration expense in the next financial year. Finance costs increased from £4,357,305 to £4,398,293 largely due to higher interest payments. Bank loan to value remains conservative at 50% and there was £1.5 million cash and cash equivalents available at the year end. Fair value adjustments of £400,000 to investment property and £1,207,033 to the investment in Lebanon have reduced profit, with the Group reporting a loss before tax of £1,772,672. It is important to note that these adjustments are non-recurring. We analyse the impact of this on the Summary Income Statement shown within the Key Performance Indicators section of this report.

The Group has recorded a decrease of £0.4 million in the valuation of investment properties at year end 2025. This movement is related to the property in Sunderland where there is current vacancy. Plans for a potential development of the property with Sunderland City Council have progressed during the year and we will continue to work with the Council to generate a return on this property.

The cash contribution to capital investment in Lebanon has been further impaired during the year by £1.2 million. Whilst, following the formation of a new government earlier this year, there has been positive progress in Lebanon, the Board continues to recognise the risk associated with remitting the funds to the UK. This is due to the risk of escalation in the ongoing conflict in the region and the current economic instability in Lebanon. It remains the Company's intention to utilise the funds for investment when circumstances allow.

No dividends have been paid for the year ended 30 April 2025. High interest costs together with the impairment of investments has impacted the availability of distributable reserves. The Board remains committed to establishing regular distributions to shareholders and dividend payments will recommence once adequate reserves are available.

Over a challenging period for the property sector, the Ace portfolio has remained robust with low vacancy and a strong tenant base providing secure income. Whilst results over the past number of years have been impacted by higher interest costs and yield movements, the Directors remain confident in the longer-term prospects for Ace and its ability to deliver returns to shareholders.

Dr Tony Ghorayeb

Chairman

Date:  25 September 2025

​

Consolidated Statement of Comprehensive Income for the year ended 30 April 2025

			2025				2024
			£				£
Revenue			5,505,203				5,585,526
Loss on disposal of investment property			(37,515)				-
Administrative expenses			(1,282,247)				(1,361,120)
Fair value loss on investment property			(396,255)				(2,929,930)
Fair value loss on investments			(1,207,033)				(1,290,861)
Finance cost			(4,398,293)				(4,357,305)
Finance income			43,468				118,865
Loss before taxation			(1,772,672)				(4,234,825)
Taxation			58,287				740,054
Loss after taxation			(1,714,385)				(3,494,771)
Other comprehensive income - release of equity proportion of CLNs			-				208,600
Total comprehensive income for the period			(1,714,385)				(3,286,171)
Attributable to:
Owners of the parent			(1,714,385)				(3,286,171)
Earnings per share on continuing activities				Pence		Pence
Basic earnings per share attributable to equity owners of the parent				(2.39)		(4.59)
Diluted earnings per share attributable to equity owners of the parent				(2.39)		(4.59)

Consolidated Statement of Financial position at 30 April 2025

			Group
			2025		2024
			£		£
ASSETS
Non-current assets
Investment property			72,733,522		75,339,777
Investments			1,312,079		2,519,154
Deferred tax			1,089,942		989,942
Derivative financial instrument			-		-
			75,135,543		78,848,873
Current assets
Assets held for sale			2,210,000		2,750,000
Deferred tax			-		40,777
Trade and other receivables			523,575		582,327
Taxation			-		29,421
Cash and cash equivalents			1,505,384		3,207,678
			4,238,959		6,610,203
TOTAL ASSETS			79,374,502		85,459,076
EQUITY AND LIABILITIES
Current liabilities
Liabilities relating to assets held for sale			1,556,100		1,591,930
Trade and other payables			1,586,630		1,771,171
Taxation			936		-
Borrowings			31,144,326		18,091,950
			34,287,992		21,455,051
Non-current liabilities
Borrowings			15,069,441		32,272,571
			15,069,441		32,272,571
Share capital			17,918,185		17,918,185
Share premium			17,220,480		17,220,480
Other reserve			477,640		477,640
Treasury shares			(880,620)		(880,620)
Retained earnings			(4,718,616)		(3,004,231)
Total equity			30,017,069		31,731,454
TOTAL EQUITY AND LIABILITIES			79,374,502		85,459,076

Consolidated Cash Flow Statement for the year ended 30 April 2025

							2024		2024
							£		£
Loss before tax							(1,772,672)		(4,234,825)
Cash flow from operating activities
Adjustments for:
Finance income							(43,468)		(118,865)
Finance costs							4,398,293		4,357,305
Loss on disposal of investment property							37,515		-
Fair value adjustment							1,603,288		4,220,791
(Decrease) / Increase in receivables							54,615		757,569
Decrease in payables							(142,167)		(546,348)
Tax paid							29,421		(334,428)
Interest paid							(3,836,829)		(3,378,215)
Other finance costs paid							(195,622)		(100,000)
Professional fees settled in shares							-		8,280
Share issue costs							-		-
Net cash (used) / generated by operating activities							132,374		631,264
Cash flows from investing activities
Interest received							47,605		143,801
Purchase of investment properties							-		(2,913,109)
Sale of investment properties							2,712,485		-
Fair value adjustment of investment in LiBank							42		-
Net cash used by investing activities							2,760,132		(2,769,308)
Cash flows from financing activities
Share issue, net of issue costs							-		-
Purchase of treasury shares							-		-
Liabilities relating to assets held for sale repaid							(1,608,750)
Long-term loans advanced							17,741,800		1,650,000
Long-term loans repaid							(2,335,900)		(807,950)
Short-term loans repaid							(18,391,950)		(1,700,500)
Equity dividend paid							-		(23,860)
Net cash generated / (used) by financing activities							(4,594,800)		(882,310)
Net increase / (decrease) in cash and cash equivalents							(1,702,294)		(3,020,354)
Cash and cash equivalents at the beginning of the period							3,207,678		6,228,032
Cash and cash equivalents at the end of the period							1,505,384		3,207,678

NOTES TO PRELIMINARY RESULTS FOR THE PERIOD ENDED 30 APRIL 2025

1.    The financial information set out above does not constitute statutory accounts for the purpose of Section 434 of the Companies Act 2006. The financial information has been extracted from the statutory accounts of Ace Liberty & Stone Plc and is presented using the same accounting policies, which have not yet been filed with the Registrar of companies, but on which the auditors gave an unqualified report on 25 September 2025. The audit report contained a section titled "Material uncertainty related to going concern"  which included the following paragraph. "We draw attention to the going concern note, Note 3, in the accounting policies, regarding the Group's ability to continue as a going concern. The matter explained in Note 3 indicates that the base case forecast for the Group assumes the repayment of a convertible loan note and successful refinancing of a bank loan falling due for repayment within 12 months of approval of the accounts. These events or conditions set forth in relation to the above in the accounting policies indicate the existence of a material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter."

The preliminary announcement of the results for the year ended 30 April 2025 was approved by the board of directors on 25 September 2025.  

2.         Earnings per Share

The calculations of earnings per share are based on the following earnings and numbers of shares.
Loss for the period attributable to equity owners		(1,714,385)		(3,286,171)
		shares of 25p		shares of 25p
Weighted average number of shares
For basic earnings per share		71,672,736		71,605,008
Dilutive effect of share options		14,035,088		14,035,088
For diluted earnings per share		85,707,824		85,640,096
Earnings per share		pence		pence
Basic		(2.39)		(4.59)
Diluted		(2.39)		(4.59)
		£		£
Dividends declared during the year - per share of 25p		-		-
Dividends declared during the year - total		-		-

- ends -

The Directors accept responsibility for this announcement.

Notes to Editors

Ace Liberty & Stone Plc is a property investment company with a diverse portfolio of properties located across the UK, predominantly in the midlands and north of England. The Company locates commercial properties which have creditworthy tenants, several years' rental income and the potential for an increase in value through creative asset management activity, such as change of tenancy, change of use or new lease negotiation.  Ace has maintained a track record of generating strong profits at disposal of properties and achieving better-than average returns on capital.

Ace is run by a board with extensive property experience, an excellent network of contacts and relevant professional qualifications. This sector expertise has allowed the Board to identify opportunities and act promptly to secure investments in order to generate long-term value for investors.

For more information on the Company please visit www.acelibertyandstone.com

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