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Company Update

Letter from the Chairman - James Holmes

As we prepare to launch the next chapter of UKAP Holdings, I believe it is important to reflect on the journey that has brought us to this point and to outline our strategic direction for the future.

The history of UKAP has been one of ambition, resilience, and persistence. Since the Group's formation, we have pursued a vision of creating long-term value through innovative investment opportunities, strategic partnerships, and disciplined capital deployment. However, like many businesses with ambitious growth objectives, our journey has not been without significant challenges.

Over the past decade, the Group has navigated a series of extraordinary external events. The uncertainty created by Brexit altered market dynamics and investor confidence across many sectors. This was followed by the unprecedented disruption of the COVID-19 pandemic, which impacted capital markets, investment activity, and business operations globally. At the same time, securing the level of funding required to fully implement our original strategic plans proved considerably more difficult than anticipated.

Despite these challenges, the Board remained committed to preserving and developing the Group's underlying opportunities. The securing of funding in October 2023 represented a pivotal milestone and provided the foundation upon which a broader restructuring programme could be pursued.

That persistence has now delivered a transformative outcome.

During 2026, the Group completed a substantial restructuring of its balance sheet and investment holdings. As a result of these initiatives, the Group has moved into a significantly strengthened financial position, with a reported Net Asset Value exceeding £20 million.

A key component of this process has been the restructuring undertaken by UKAP Investments Limited ("UKAPI"), the Group's funding and investment arm. UKAPI has recently completed a significant transaction that has removed a material debt obligation from its balance sheet and left the company holding a substantial investment asset base. This represents an important step in strengthening the Group's financial foundations and positioning it for future growth.

The Board's immediate priority is now the realisation of liquidity from these assets. A number of routes are actively being pursued, including strategic asset sales and wider market liquidity initiatives. Whilst the timing and outcome of any individual transaction cannot be guaranteed, the Board believes that credible pathways now exist to generate liquidity from the underlying holdings and to continue improving the Group's overall financial position.

Looking forward, the Group's strategic plan will be reviewed and updated during the fourth quarter of 2026. The focus of this strategy will be to complete the orderly divestment of assets where appropriate, settle historic liabilities, strengthen the balance sheet, and create a sustainable platform for future shareholder value creation.

An important development in this next phase is the formal establishment of the Group's Investment Committee. The Committee will oversee capital allocation decisions and support a disciplined framework for generating long-term returns on behalf of shareholders.

While leisure and property investments will remain the Group's primary areas of focus, the Board recognises the importance of maintaining a diversified investment portfolio. Alongside these core sectors, the Group intends to pursue a broader investment strategy, with an increased emphasis on passive and income-producing investments, complemented by selective strategic opportunities. This approach is intended to balance long-term growth potential with sustainable income generation and prudent risk management.

The transition from recovery and restructuring to growth and value creation marks an important moment in the evolution of the Group. Although challenges remain and there can be no assurance as to future market conditions or investment outcomes, I am encouraged by the progress that has been achieved and optimistic about the opportunities that lie ahead.

On behalf of the Board, I would like to thank our shareholders, creditors, partners, and stakeholders for their patience, support, and continued confidence throughout this journey. We look forward to providing further updates as we enter this new phase of development.

James Holmes

Chairman - UKAP Holdings Limited

September 2026

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