REG - 3i Group PLC - Results for the year to 31 March 2025
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RNS Number : 7300I 3i Group PLC 15 May 2025
15 May 2025
3i Group plc announces results for the year
to 31 March 2025
A year of consistently strong growth
• Total return of £5,049 million or 25% on opening shareholders' funds
(2024: £3,839 million, 23%) and NAV per share of 2,542 pence (31 March 2024:
2,085 pence). This includes a 27 pence per share loss on foreign exchange
translation.
• Our Private Equity business delivered a gross investment return ("GIR") of
£5,113 million or 26% (2024: £4,059 million, 25%). This result was driven
primarily by Action's continued strong performance in FY2025. Royal Sanders,
our other longer-term hold investment, also produced a very strong return,
driven by organic and acquisitive growth. We saw good growth across several of
our other consumer and private label, industrial and healthcare portfolio
companies. Trading in our services and software portfolio has been resilient,
despite a cautious IT spending environment. Market-specific challenges
continue to impact a small number of portfolio companies.
• Action generated a GIR of £4,551 million, or 32%, on its opening value.
It delivered annual revenue growth of 22%, like-for-like ("LFL") sales growth
of 10.3% and EBITDA growth of 29% in 2024. The business has started 2025 well,
with net sales of €3,521 million (first three periods of 2024: €3,004
million), operating EBITDA of €464 million (first three periods of 2024:
€397 million) and LFL sales growth of 6.2% in the first three periods of
2025 (P3 2025 which ended on 30 March 2025). The LTM run-rate EBITDA to P3
2025, totalled €2,328 million (LTM run-rate EBITDA to 31 March 2024:
€1,848 million), representing a 26% increase on the same period last year.
This strong performance supported value growth of £4,324 million for Action
in the year, in addition to realised proceeds and dividend distributions to 3i
of £1,597 million.
• At the end of week 19 (11 May 2025), Action's year-to-date LFL sales
growth was 6.8% and 76 new stores had been added. At that date, Action's cash
balance was €427 million.
• The Private Equity team invested £1,177 million in the year, including
£768 million in a further stake in Action, £318 million in new investments
in Constellation, WaterWipes and OMS Prüfservice, £39 million in a further
investment in Royal Sanders and £54 million in the further development of
ten23 health. Our Private Equity portfolio companies completed 12 bolt-on
acquisitions, only one of which required further funding from 3i.
• The Private Equity team generated £659 million of realised proceeds from
the realisations of nexeye and WP, both generating money multiples of 2.0x or
higher.
• Our Infrastructure business generated a GIR of £52 million, or 3% (2024:
£99 million, 7%). This performance was driven principally by a good level of
dividend and interest income alongside value growth from our infrastructure
funds, which more than offset subdued share price performance from our 29%
stake in 3i Infrastructure plc ("3iN").
• In total across the Group, we received £2.4 billion of cash proceeds from
the portfolio. We ended the year with liquidity of £1,323 million, net debt
of £771 million and gearing of 3%.
• Total dividend of 73.0 pence per share for FY2025, with a second FY2025
dividend of 42.5 pence per share to be paid in July 2025 subject to
shareholder approval.
Simon Borrows, 3i's Chief Executive, commented:
"FY2025 was another successful year for 3i, continuing our track record of
consistently delivering strong shareholder returns, against what remains a
challenging macro-economic and geopolitical backdrop.
Our FY2025 result was underpinned by the powerful compounding growth from our
long-term hold assets Action and Royal Sanders, and by the performance of
several other larger portfolio companies. This reinforces our conviction in
allocating additional capital to our best performing assets. We remain
confident in our ability to compound growth across the portfolio in the years
to come."
Financial highlights
Year to/as at Year to/as at
31 March 31 March
2025 2024
Group
Total return £5,049m £3,839m
Operating expenses £(150)m £(147)m
Operating cash profit £469m £467m
Realised proceeds £1,837m £888m
Gross investment return £5,211m £4,168m
-As a percentage of opening 3i portfolio value 24% 23%
Cash investment £1,182m £593m
3i portfolio value £25,579m £21,636m
Gross debt £(1,194)m £(1,202)m
Net debt £(771)m £(806)m
Gearing1 3% 4%
Liquidity £1,323m £1,296m
Net asset value £24,611m £20,170m
Diluted net asset value per ordinary share 2,542p 2,085p
Total dividend per share 73.0p 61.0p
1 Gearing is net debt as a percentage of net assets.
ENDS
For further information, please contact:
Silvia Santoro
Group Investor Relations Director Tel: 020 7975 3258
Kathryn van der Kroft Tel: 020 7975 3021
Communications Director
For further information regarding the announcement of 3i's annual results to
31 March 2025, including a live webcast of the results presentation at
10.00am, please visit www.3i.com.
Notes to editors
3i is a leading international investment manager focused on mid-market Private
Equity and Infrastructure. Our core investment markets are Europe and North
America. For further information, please visit: www.3i.com.
Notes to the announcement of the results
Note 1
All of the financial data in this announcement is taken from the Investment
basis financial statements. The statutory accounts are prepared under IFRS for
the year to 31 March 2025 and have not yet been delivered to the Registrar of
Companies. The statutory accounts for the year to 31 March 2024 have been
delivered to the Registrar of Companies. The auditor's reports on the
statutory accounts for these years are unqualified and do not contain any
matters to which the auditor drew attention by way of emphasis or any
statements under section 498(2) or (3) of the Companies Act 2006. This
announcement does not constitute statutory accounts.
Note 2
Copies of the Annual report and accounts 2025 will be posted to shareholders
on or soon after Wednesday 28 May 2025.
Note 3
This announcement may contain statements about the future including certain
statements about the future outlook for 3i Group plc and its subsidiaries
("3i"). These are not guarantees of future performance and will not be
updated. Although we believe our expectations are based on reasonable
assumptions, any statements about the future outlook may be influenced by
factors that could cause actual outcomes and results to be materially
different.
Note 4
Subject to shareholder approval, the proposed second dividend is expected to
be paid on Friday 25 July 2025 to holders of ordinary shares on the register
on Friday 20 June 2025. The ex-dividend date will be Thursday 19 June 2025.
Chair's statement
"I am pleased to report that 3i delivered another strong set of results in the
financial year to 31 March 2025, consistent with our excellent track record of
growth since the restructuring in 2012."
FY2025 marks another strong year for 3i and is our fifth consecutive year of
annual returns exceeding 20%. This sustained performance highlights our
ability to generate consistent, long-term compounding growth, while continuing
to enhance our dividend, despite ongoing macro-economic challenges and
geopolitical uncertainties.
Performance
In our financial year to 31 March 2025 ("FY2025"), the Group generated a total
return of £5,049 million (2024: £3,839 million) or 25% (2024: 23%) on
opening shareholders' funds. Net asset value ("NAV") increased to 2,542 pence
per share (31 March 2024: 2,085 pence per share).
Action remained on its impressive growth trajectory and was the primary driver
of the Group's performance in FY2025. Royal Sanders, another long-term hold
asset, also performed strongly, alongside a number of our other larger assets
in the broader portfolio, more than offsetting weaker trading for an isolated
number of companies with specific end-market challenges. We also saw a step up
in our transaction activity across our portfolio, with a number of new
investments and strong realisations, against what remains a difficult
environment across the private market.
Market environment
The global economic environment remained difficult for most of our financial
year, shaped by ongoing geopolitical tensions and subdued growth across most
major economies. Against this backdrop, consumer sentiment remains cautious,
with affordability still a key driver of spending behaviour. Our
value-for-money and private label businesses maintained a strong focus on the
customer and all performed well during FY2025. Action delivered another year
of sector-leading results across its key performance indicators and continued
momentum in its European store roll-out. We once again took the opportunity to
increase our stake in Action in FY2025. Across the broader portfolio we saw
good performance from a number of our larger assets across the healthcare,
industrial and infrastructure sectors.
The global M&A market experienced an improvement in our financial year, as
inflation and interest rates stabilised. While transaction activity increased
across most sectors, investor sentiment remained cautious reflecting
geopolitical uncertainties. We maintained a highly selective and cautious
approach to capital deployment and realisations in the year. Our activity
centred on strategic reinvestments within our portfolio, new investments in
sectors we know well and targeted bolt-on acquisitions for several of our
existing portfolio companies. We also completed three realisations across our
portfolios at or beyond a money multiple of 2x.
Dividend
Our policy is to maintain or grow the dividend year on year, subject to the
strength of our balance sheet and the outlook for investments and
realisations. Cash generation remains strong, with cash inflows of £2.4
billion from our portfolio companies in FY2025.
In line with our policy and in recognition of the Group's financial
performance, the Board recommends a second FY2025 dividend of 42.5 pence
(2024: 34.5 pence), subject to shareholder approval, which will take the total
dividend to 73.0 pence (2024: 61.0 pence).
Based on the recommended dividend and the expected payment in July 2025, we
will have paid a total of £4.6 billion to shareholders in dividends since our
restructuring was announced in June 2012, growing our total dividend by a
compound annual growth rate of 18% over this period.
Board and people
We were pleased to welcome Hemant Patel to the Board on 3 February 2025 as an
additional non-executive Director. He is the Chief Financial Officer of
Whitbread plc and brings deep and highly relevant financial and commercial
experience from his different roles in retail and consumer businesses.
Sustainability
We were pleased to announce in May 2024 that our near-term science-based
emissions reduction targets ("science-based targets") had been validated by
the Science Based Targets initiative ("SBTi") in March 2024. These targets
cover our direct greenhouse gas ("GHG") emissions (Scope 1 and 2,
market-based), as well as those related to our portfolio. We have made
significant progress in relation to our portfolio engagement target, with
seven portfolio companies across 3i Group and 3i Infrastructure plc ("3iN")
having set approved science-based targets as at 31 March 2025, including most
notably Action.
Outlook
We enter FY2026 with a carefully constructed portfolio that is underpinned by
two very strong long-term hold assets that are delivering consistent
compounding growth and a broader portfolio that is operating in sectors that
have proven their resilience through many periods of market disruption.
Whilst we expect the ongoing market uncertainty to disrupt transactions across
the wider private market, we will continue to be disciplined in our approach
to new investment and realisations under these conditions in FY2026.
David Hutchison
Chair
14 May 2025
Chief Executive's statement
"In FY2025, we generated a total return on shareholders' funds of £5,049
million, or 25%, ending the year with a NAV per share of 2,542 pence. This is
the fifth consecutive year we have delivered a total return over 20%; over
this same period, our average annual total return was 30%."
FY2025 was another successful year for 3i, continuing our track record of
consistently delivering strong shareholder returns, against what remains a
challenging macro-economic and geopolitical backdrop.
Our FY2025 result was underpinned by the powerful compounding growth from our
long-term hold assets Action and Royal Sanders, and by the performance of
several other larger portfolio companies. This reinforces our conviction in
allocating additional capital to our best performing assets.
Amid some improvement in private market transaction activity, we maintained a
highly selective and disciplined investment approach, strategically deploying
capital into several existing and new portfolio companies. We also executed a
number of strong realisations across Private Equity and Infrastructure, which
met or exceeded our target money multiple return of 2x.
Action continued to be the main driver of the Group's overall financial
performance in FY2025, underpinned by another excellent year of earnings
growth, substantial cash generation and strategic expansion. This result was
particularly impressive, as the business operated against a backdrop of muted
economic growth across many of its markets. As a result of this strong
performance Action undertook another refinancing and pro-rata buyback
exercise, returning significant proceeds to 3i. 3i, in turn, recycled a
portion of these proceeds into further Action equity. Additionally, we
completed the final payment of the associated carried interest liability,
ensuring that the full economic benefit of Action's performance is now passed
through to shareholders with no dilution. Royal Sanders, our other long-term
hold asset, continued its impressive trajectory of organic growth, coupled
with further value-accretive bolt-on acquisitions.
Our proprietary capital model and disciplined balance sheet strategy offer a
distinct competitive advantage in navigating an increasingly complex
macro-economic and geopolitical landscape. We have remained extremely
disciplined in capital deployment, completing three new Private Equity
investments in sectors that we know well. We also continued our focus on
deploying capital into some of our most successful portfolio companies. Our
Private Equity portfolio companies remained acquisitive, completing 12 bolt-on
acquisitions.
In Infrastructure, 3iN completed a strong realisation at a money multiple of
3.6x, two sizeable refinancings and further investments across two portfolio
companies, whilst our North American Infrastructure Fund ("NAIF") completed
three bolt-on acquisitions through existing portfolio companies.
We generated total realised proceeds and portfolio income of £2.4 billion
across our portfolios in FY2025, including £1.6 billion of total refinancing
and dividend proceeds from Action and two strong Private Equity realisations,
both at sterling money multiples of 2x or greater.
Private Equity performance
In the year to 31 March 2025, our Private Equity portfolio, including Action,
generated a GIR of £5,113 million, or 26% on opening value (2024: £4,059
million or 25%). In the last 12 months ("LTM") to the end of 31 December 2024,
97% of our portfolio companies by value grew earnings.
Long-term hold portfolio companies
Action
Action generated a GIR of £4,551 million, or 32%, on its opening value.
Action, Europe's fastest-growing non-food discount retailer and our largest
portfolio company, delivered strong growth in 2024, underpinned by its
customer-centric value-for-money proposition. Action's commitment to
consistently share the benefits of scale with customers, through highly
competitive pricing and a dynamic and flexible product assortment, enabled the
business to reduce prices across 2,000 products in 2024. As a result, Action
maintained, and in a number of markets increased, its price advantage over its
competitors in 2024.
In the 12 months to 29 December 2024, Action generated net sales of €13,781
million (2023: €11,324 million) 22% ahead of 2023, and like-for-like ("LFL")
sales growth of 10.3% (2023: 16.7%). Transaction volumes accounted for 102% of
the LFL sales growth over the year as the business benefitted from new
customer gains and more frequent visits from existing customers. Operating
EBITDA was €2,076 million (2023: €1,615 million) in 2024, 29% ahead of
2023. Action's improved EBITDA margin of 15.1%, compared to 14.3% in the
previous year, reflects scale benefits and its continuous focus on cost
control.
Action added 352 new stores in 2024, another store opening record, taking its
total store footprint to 2,918 at 29 December 2024. The largest contributions
to store growth in the year were from some of Action's more recent expansion
markets, such as Italy and Spain, which added 65 and 40 new stores
respectively, whilst Action's newest country, Portugal, opened a further 10
stores. Importantly, the payback period for new stores remains materially
below one year. Action's estimate of additional white space potential, in
existing and identified in-scope countries, increased to c.4,850 stores,
including Switzerland, where the first store opened in April 2025.
In the first three periods of 2025 (P3 2025 ending 30 March 2025), Action
added a further 49 new stores, meaning the business had 2,967 stores across 12
countries at that date.
To support its vast and growing store network, Action continues to invest in
its IT infrastructure, systems and distribution channels. In 2024, the
business opened two new distribution centres ("DCs") in Illescas, Spain and
Altedo, Italy, increasing its DC network to 15 across Europe, with a further
three new DCs planned for 2025. Action also invested in a new enterprise
resource planning ("ERP") system, which was successfully implemented at the
end of 2024. The implementation had a minor impact on store availability in
the first quarter of 2025 and the issues were resolved by March 2025.
Action continues to make good progress in delivering its sustainability
programme, which is focused on the four pillars of people, planet, product and
partnerships. It created over 10,000 jobs in 2024, and continues to invest in
its people. It delivered a 51% reduction of CO2 emissions from its own
operations (Scope 1 and 2) against 2021 and 90% of its electricity is now
sourced from renewables. The business continues to improve its product
circularity and expand its community partnerships. For further details on
Action's sustainability progress, see the Sustainability section of our Annual
report and accounts 2025.
Action continued to optimise its debt profile throughout the year. In July
2024, it successfully completed a refinancing event with proceeds used for a
capital restructuring. The company raised €2.1 billion equivalent of
incremental term debt, comprising a US$1.5 billion term loan and a €700
million term loan. At the same time, it undertook a pro-rata share redemption,
returning £1,164 million in gross proceeds to 3i. Alongside some existing LPs
in the 3i 2020 Co-Investment Programme, 3i took the opportunity to increase
its ownership in Action. Including a subsequent small purchase of an LP stake,
3i reinvested £768 million into Action, increasing its gross equity stake
from 54.8% to 57.9%.
In November 2024 and March 2025, Action completed leverage-neutral
amend-and-extend and repricing transactions across all €6.6 billion of its
senior-term debt facilities. This extended maturities on €2,545 million of
Action's term debt and delivered approximately €33 million in recurring
annual interest cost savings.
Action's conversion of EBITDA to free cash flow remains strong, with cash
conversion of 81% in 2024. The business made two dividend distributions to all
shareholders in December 2024 and March 2025, returning £433 million to 3i.
In total, 3i received over £1.6 billion in cash from Action in FY2025. After
paying the dividends, Action had a cash balance of €347 million as of 30
March 2025 and a net debt-to-run-rate earnings ratio of 2.7x.
At 31 March 2025, we valued our 57.9% stake in Action at £17,831 million.
This valuation reflects the continued strong growth in Action's LTM run-rate
EBITDA, its low leverage and an unchanged LTM run-rate EBITDA valuation
multiple of 18.5x, net of the liquidity discount. Further detail on the Action
run-rate EBITDA methodology can be found in the Private Equity business review
in our Annual report and accounts 2025. We benchmark our long-term,
through-the-cycle view on Action's multiple against a broad peer group of
discounters, with a higher weighting towards the top
quartile subset of North American value-for-money retailers, noting that
Action's operating KPIs continue to be better than those of its peer group.
In the first three periods of 2025, Action delivered net sales of €3,521
million and operating EBITDA of €464 million, both 17% ahead of the same
period last year, primarily driven by the increased volume of transactions.
LFL sales growth was 6.2% and the operating EBITDA margin was 13.2%.
Royal Sanders
Showing its strategic potential, Royal Sanders generated strong performance in
2024, driven by volume growth and prior bolt-on acquisitions, including Karium
which completed earlier in the year. At the end of FY2025, Royal Sanders
completed the acquisition of Treaclemoon, an established UK-based
value-for-money personal care brand with a strong strategic fit with its
existing portfolio of brands. This was Royal Sanders' eighth bolt-on
acquisition since 3i's investment. These strategic acquisitions, combined with
strong operational execution, have contributed significantly to Royal Sanders'
performance and success.
Private Equity portfolio companies
During the year, we refined our Private Equity sector-led investment,
origination and active management approach, aligning our resources to focus on
the consumer and private label, healthcare, industrial and services and
software sectors.
Healthcare portfolio companies
Cirtec Medical delivered strong top-line growth in 2024, fuelled by increasing
customer demand across its product portfolio and enhanced operational
efficiency. The business made good progress on several key initiatives in the
year and maintains a robust pipeline of new opportunities across its target
markets.
The broader bioprocessing market experienced an anticipated recovery in demand
through the second half of 2024 and into the first quarter of 2025, as
post-pandemic destocking subsided. Against this backdrop, SaniSure saw a solid
rebound in bookings while also making substantial progress on multiple
strategic initiatives and investing to strengthen its long-term market
position.
Our contract development and manufacturing organisation ("CDMO") ten23 health
is making good progress in establishing itself as a significant presence in
the pharmaceutical industry. We continued to support this platform, investing
a further £54 million in FY2025. The remaining business of Q Holding, Q
Medical Devices, also performed well in the year.
Consumer and private label portfolio companies
European Bakery Group ("EBG") maintained resilient performance during the
year, despite persistent pressures on input pricing and wage inflation.
Following robust cash generation, EBG returned £22 million to 3i within 12
months of its additional investment in support of the acquisition of coolback
in 2023.
Audley Travel performed strongly across its US and UK markets in 2024. Its
order book into 2025 is strong, albeit we are monitoring the impact on US
travel sentiment, following heightened uncertainty in US policy. MPM continued
to grow well across its markets in 2024. Whilst MPM has a significant presence
in the US, we expect the business to be able to mitigate the impacts of
current proposed changes in US tariffs.
Mepal delivered encouraging performance across its omnichannel offering and
Luqom made good progress in operational and financial delivery in 2024 and
continues to win market share in a relatively subdued market. The prolonged
impact of low discretionary consumer confidence continued to impact the
franchisee base in some countries for BoConcept for the majority of 2024.
Recent order intake in the final quarter of 2024 and into the start of 2025
has been more stable.
Industrial portfolio companies
After a challenging 2023, Tato's sales volumes and profitability recovered
well in 2024, despite relatively muted demand across its end-markets and a
more challenging competitive environment. The business continues to generate a
good level of cash flow, and returned a further £13 million of dividends to
3i in FY2025, meaning we have received £75 million in total dividend
distributions over the last seven years. AES delivered another year of
consistent financial, strategic and operational performance, as a result of
increased demand across energy and industrials, its most prominent markets.
The business continued to target strategic acquisitions, completing two
bolt-on acquisitions in FY2025, and also returned dividends of £4 million to
3i. Dynatect's performance was stable, despite delays in the ramp-up of a
significant contract.
Services and software portfolio companies
Against a fairly muted third-party maintenance ("TPM") market, Evernex saw a
positive TPM top-line performance in 2024 and remains well positioned for an
anticipated normalisation of market conditions in the near term. Also
operating in the IT services market, MAIT's 2024 outcome was resilient despite
a more cautious climate among customers. The business completed another three
bolt-on acquisitions in FY2025, taking its total to 13 since we first invested
in 2021. Since our investment in xSuite in 2022, the business has made good
progress in its development towards a SaaS model. During the year, we invested
£5 million to support xSuite's bolt-on acquisition of tangro, which is also
performing well.
Due to persisting market uncertainty, the expected recruitment process
outsourcing market recovery has not yet materialised. As a result, Wilson
continued to see significant challenges across its markets. Although the
business continues to generate new wins and optimise its operations, we expect
the near term to remain difficult. We invested £6 million to support the
business during the year and recognised an unrealised value reduction of £88
million.
Private Equity investment
The Private Equity transaction market saw a steady improvement in 2024 driven
by easing debt markets and stabilising interest rates. Our investment approach
remained disciplined and consistent, as we continued to use our network and
local expertise to source high-quality, well-priced opportunities, including
value-enhancing bolt-on acquisitions for our portfolio companies.
In addition to the reinvestment in Action, in FY2025 we completed three new
private equity investments totalling £318 million. We invested £121 million
in WaterWipes, a global, premium, limited ingredient wet wipe brand,
reinforcing our strategy of backing international branded consumer businesses.
Our £98 million investment in Constellation, a specialist in hybrid cloud and
cybersecurity managed services, aligns with our focus on IT services. We have
a long and successful investment track record in inspection and testing, and
we were pleased to invest £99 million in OMS Prüfservice, a leading provider
of electrical testing services for B2B customers in the DACH region.
Across the Private Equity portfolio, we completed 12 bolt-on acquisitions in
the year for six portfolio companies, the majority of which were self-funded.
Private Equity realisations
We completed two significant realisations during the year, generating total
proceeds of £659 million. Since acquiring nexeye in 2017, the company has
driven growth both organically and through a buy-and-build strategy, expanding
its store base from approximately 400 to over 700 across five countries. As a
result, both sales and EBITDA doubled under our ownership. This realisation,
which completed in July 2024, delivered a modest profit over its 31 March 2024
valuation, generating proceeds of £382 million. When combined with
distributions received during our ownership, this resulted in a sterling money
multiple of 2.0x.
We also completed the realisation of WP, an asset we had held since 2015.
Throughout our ownership, we supported its international growth strategy by
expanding into new product categories and executing four bolt-on acquisitions,
nearly doubling its EBITDA. The transaction generated total proceeds of £280
million, including interest income of £3 million, reflecting an 18% profit
over its 31 March 2024 valuation. Including the £45 million received earlier
in our ownership period, this resulted in a sterling money multiple of 2.2x
Infrastructure performance
In the year to 31 March 2025, our Infrastructure portfolio generated a GIR of
£52 million, or 3% on the opening portfolio value (2024: £99 million, 7%),
reflecting good performance from our infrastructure funds and increased
dividend income primarily from 3iN. However, this result was significantly
impacted by 3iN's share price performance that continues to underwhelm, with a
decrease of 3% in the year to 318 pence at 31 March 2025, even though the
underlying 3iN portfolio continues to trade well and deliver strong
realisations, at good uplifts to opening value.
In the year to 31 March 2025, 3iN generated a total return on opening NAV of
10.1%, again exceeding its 8 to 10% return objective, and delivered its
dividend target of 12.65 pence, a 6.3% increase on last year. 3iN's underlying
portfolio continues to benefit from its exposure to long-term sustainable
growth trends.
Our proprietary capital investment in Smarte Carte achieved record-high
revenue and EBITDA in 2024, driven by strong performance across its business
segments. Notably, the company's new long-term carts contract at London's
Heathrow Airport performed well.
Scandlines performance
The performance of Scandlines was resilient in FY2025, and our investment
generated a GIR of £46 million, or 9% of opening portfolio value (2024:
£10 million, 2%). Leisure revenues were strong, whilst freight volumes were
softer
compared to the prior year. The business continued to be cash generative and
returned £22 million of dividends to 3i. Since our reinvestment in 2018, we
have received £232 million of total distributions.
Sustainability
We continue to make good progress on our climate agenda. Our science-based
targets, which cover our direct GHG emissions and those associated with our
portfolio, were approved by the SBTi in March 2024. We are particularly
pleased with the progress we made in FY2025 towards the achievement of our
portfolio engagement target, which involves 3i using its influence to
encourage portfolio companies to set their own science-based targets. Seven of
our portfolio companies across 3i Group and 3iN have now set approved
science-based targets. Notably, Action had its near-term science-based targets
approved in February 2025.
We continue to refine our assessment of climate-related risks and
opportunities in our investment and portfolio management processes. This helps
us support portfolio companies in positioning themselves on the right side of
the climate transition, while safeguarding 3i and its portfolio companies from
a broad range of operational, commercial and reputational risks. In addition
to our focus on climate-related issues, we have also improved our assessment
of nature considerations within our portfolio, alongside our continued focus
on human rights.
Charitable donations
3i continues to support charities which relieve poverty, address homelessness,
promote education and youth development and support elderly and disabled
people. We donated £1.2 million across these initiatives as part of our
ordinary charitable activities. Our portfolio companies also supported a
variety of charities relevant to them and their operations, with donations
totalling £4.8 million.
Balance sheet and foreign exchange movement
Our proprietary capital strategy affords us the benefit of agility in capital
deployment and flexibility in holding periods, which puts us in a good
position to optimise returns over the long term. We successfully executed the
final payments of the carried interest liability related to Action, totalling
£428 million over the year. This marks an important milestone for the Group
and our shareholders, eliminating a substantial financial obligation from the
balance sheet and ensuring that going forward, Action's returns flow through
to shareholders with no dilution.
We ended FY2025 with net debt of £771 million and 3% gearing, after returning
£625 million of cash dividends to shareholders in the year and with
liquidity, including our undrawn RCF, of £1,323 million. We remain
disciplined on costs and generated an operating cash profit of £469 million
in the year, or £36 million excluding dividends received from Action. Due to
the strengthening of sterling against the euro and US dollar in the year, we
recorded a total foreign exchange translation loss of £259 million (March
2024: £316 million loss), including a gain on foreign exchange hedging of
£82 million (March 2024: £116 million gain).
In April 2025, we increased the notional value of the Group's Euro foreign
exchange hedging programme by €400 million, securing favourable rates,
taking our total Euro hedge to €3.0 billion.
Outlook
We expect the market environment in FY2026 to remain complex, with heightened
geopolitical uncertainty as major economies respond to changes in US policy.
Over many years we have deliberately allocated our capital into some of our
best performing assets, such as Action and Royal Sanders, as well as assets in
sectors such as value-for-money, private label consumer, healthcare and
infrastructure, all of which have proven their resilience over many years of
market shocks and headwinds. This provides us with confidence in the overall
portfolio's ability to continue to operate effectively through volatile
conditions and generate resilient returns for our shareholders. Similarly,
over the same period of time, our policy of taking a long-term view on
valuation multiples has been consistently applied across market peaks and
troughs. This approach remains very relevant in the current market conditions.
We expect transaction activity across the private market to be slower over the
near term given the increased macro-economic and geopolitical uncertainty. We
will maintain our pricing discipline and continue to be highly selective
across new investment and realisation opportunities as we continue to optimise
long-term value growth for our shareholders.
We remain confident in our ability to compound growth across the portfolio in
the years to come, and I would like to close by thanking the team at 3i and
the teams in our portfolio companies for another year of strong performance.
Simon Borrows
Chief Executive
14 May 2025
Private Equity
At a glance
Gross investment return
£5,113m
or 26%
(2024: £4,059m or 25%)
Cash investment
£1,177m
(2024: £556m)
Realised proceeds
£1,827m
(2024: £866m)
Portfolio dividend income
£450m
(2024: £439m)
Portfolio growing earnings
97%¹
(2024: 93%)
Portfolio value
£23,558m
(2024: £19,629m)
1 LTM adjusted earnings to 31 December 2024. Includes 30 portfolio companies.
We invest our proprietary capital in mid-market businesses headquartered in
Europe and North America. Once invested, we work closely with our portfolio
companies to deliver ambitious growth plans and aim to compound value from our
best investments over the longer term.
Against a complex and uncertain macro-economic and geopolitical environment
across Europe and the US, our Private Equity portfolio delivered a GIR of
£5,113 million, or 26%, on the opening portfolio value (2024: £4,059 million
or 25%) in the year to 31 March 2025. This return included a £273 million
foreign exchange translation loss, net of a gain from foreign exchange
hedging.
Action had another very strong year and was the principal driver of the
return, generating GIR of £4,551 million or 32% of its opening value. We also
received significant realised proceeds from Action, with a portion of these
proceeds reinvested to acquire an additional stake in the business. Our other
long-term hold Private Equity asset, Royal Sanders, delivered another year of
strong organic and acquisitive growth.
Across the remaining portfolio, a number of assets within the consumer and
private label sectors performed well and we saw an encouraging trajectory for
several of our healthcare assets. The majority of our industrial assets
continue to pay cash dividends and performed well, whilst our services and
software assets were largely resilient against a difficult IT market backdrop.
We saw underperformance from a limited number of assets exposed to weaker end
markets.
We maintained disciplined pricing, completing three new investments, invested
further capital across several existing portfolio companies and enhanced our
existing portfolio through 12 strategic bolt-on acquisitions. In addition to
proceeds received from Action, we also generated significant realised proceeds
from the exit of two portfolio companies at money multiples of 2x or greater.
Overall, the Private Equity portfolio value increased to £23,558 million at
31 March 2025 (31 March 2024: £19,629 million).
Table 1: Gross investment return for the year to 31 March
Investment basis 2025 2024
£m
£m
Realised profits over value on the disposal of investments 50 -
Unrealised profits on the revaluation of investments 4,803 3,874
Dividends 450 439
Interest income from investment portfolio 69 80
Fees receivable 14 7
Foreign exchange on investments (340) (437)
Movement in fair value of derivatives 67 96
Gross investment return 5,113 4,059
Gross investment return as a % of opening portfolio value 26% 25%
Investment and realisation activity
We maintained a selective and disciplined investment approach, allocating
£881 million to our existing portfolio companies and £318 million across
three new investments.
In July 2024, Action raised €2.1 billion through a refinancing event and
completed a capital restructuring with a pro-rata share redemption. As a
result, 3i received total proceeds of £1,164 million. Alongside several
existing LPs in the 2020 Co-Investor Programme, 3i took the opportunity to
acquire an additional stake in Action. Including a small subsequent purchase
of an existing LP stake later in the year, 3i reinvested £768 million,
increasing its gross equity stake from 54.8% to 57.9%.
In July 2024, we invested £98 million to acquire Constellation, a hybrid
cloud and cybersecurity managed services provider based in France. In addition
to Endexar, which was acquired on closing, Constellation has completed three
bolt-on acquisitions since our investment and remains well positioned to be a
key consolidator in a fragmented French IT services market. In January 2025,
we invested £121 million for the acquisition of WaterWipes, a global,
premium, limited ingredient, natural wet wipe brand focused on the baby
category, with new product innovation in the adult category. Finally, in
February 2025, we completed the £99 million investment in OMS Prüfservice,
the largest specialised service provider in testing of electrical systems and
equipment for B2B customers in the DACH region.
We invested a further £54 million in ten23 health, as we continue to develop
the CDMO platform and a further £39 million in Royal Sanders. We also
provided £6 million of capital to support Wilson through challenging trading
conditions. EBG returned £22 million of funding within 12 months of our
investment to support its acquisition of coolback in 2023.
Our buy-and-build strategy remains fundamental to the successful delivery of
the investment case for many of our portfolio companies. In FY2025, we
completed 12 bolt-on acquisitions across six portfolio companies, with only
one requiring additional 3i investment. Further details of selected bolt-on
acquisitions can be found in the Private Equity business review section of our
Annual report and accounts 2025.
We completed two realisations in FY2025, generating total proceeds of £659
million. In July 2024 we completed the sale of nexeye for proceeds of £382
million, achieving a modest profit over its 31 March 2024 valuation. When
combined with distributions received during our investment period, this
resulted in a sterling money multiple of 2.0x. We also completed the
realisation of WP in October 2024, delivering total proceeds of £280 million
which, including interest income of £3 million, represented an 18% premium to
its 31 March 2024 valuation. Including the £45 million received earlier in
our ownership, this resulted in a sterling money multiple of 2.2x. Further
details for both of these portfolio companies can be found in our Annual
report and accounts 2025.
In total, in the year to 31 March 2025, our Private Equity team invested
£1,177 million (2024: £556 million) and generated total proceeds of £1,827
million (2024: £866 million).
Investments
Portfolio company Business description Date Proprietary
capital investment
£m
New investment Constellation IT managed services provider July 2024 98
WaterWipes Global, premium, natural wet wipe brand January 2025 121
OMS Prüfservice Specialised service provider for electrical equipment testing February 2025 99
Total new investment 318
Reinvestment Action General merchandise discount retailer Various 768
Total reinvestment 768
Other further investment ten23 health Biologics focused CDMO Various 54
Royal Sanders Private label and contract manufacturing producer of personal care products October 2024 39
Other Various Various 4
Total other further investment 9
7
Further investment to finance portfolio bolt-on acquisitions xSuite tangro: Specialist in inbound document management software June 2024 5
Total further investment to finance portfolio bolt-on acquisitions 5
Further investment to support portfolio companies Wilson Global provider of recruitment process outsourcing and other talent solutions Various 6
Other Various Various 5
Total further investment to support portfolio companies 11
FY2025 Private Equity gross investment 1,199
Return of investment European Bakery Group Industrial bakery group specialised in bake-off bread and snack products July 2024 (22)
Total return of investment (22)
FY2025 Private Equity net investment 1,177
Investments continued
Portfolio company Name of acquisition Business description of bolt-on investment Date
Private Equity portfolio bolt-on acquisitions funded from the portfolio MAIT CAD 'N ORG Provider of software and consulting services April 2024
company balance sheets
MAIT ISAP Provider of consulting services April 2024
Royal Sanders Karium Platform of established brands across the hair care, body care and skin care June 2024
categories
AES Condition Monitoring Services Reliability service provider August 2024
Constellation ILKI Cloud architecture specialist October 2024
AES PSS Marine Seal Manufacturer of advanced sealing solutions tailored for the marine industry October 2024
Evernex Ultra Support UK-based third-party maintenance provider November 2024
MAIT TFH Technical Services Consulting provider specialising in the implementation and use of product November 2024
lifecycle management software solutions
Constellation Feelserv Hybrid cloud managed services January 2025
Constellation Armonie Hybrid cloud managed services February 2025
Royal Sanders Treaclemoon Value-for-money personal care brand February 2025
Realisations
Investment Country Calendar 3i realised Profit Profit over Money IRR
year first proceeds in the year1 opening multiple3
invested £m £m value2
%
Full realisations
nexeye Netherlands 2017 382 10 3% 2.0x 10%
WP Netherlands 2015 277 42 18% 2.2x 9%
Total realisations 659 52
Refinancing
Action Netherlands 2011 1,164 - -% n/a n/a
Other realisations
Other n/a n/a 4 (2) n/a n/a n/a
Total Private Equity realisations 1,827 50
1 Cash proceeds realised in the period less opening value.
2 Profit in the year over opening value.
3 Cash proceeds over cash invested. Money multiples are quoted on a GBP basis.
Long-term hold portfolio companies: Action and Royal Sanders
As detailed in the Chief Executive's statement and in the Action case study,
Action delivered another year of very strong performance and we reflected this
in our valuation of Action at 31 March 2025.
At 31 March 2025, Action was valued using its LTM run-rate EBITDA to the end
of P3 2025 of €2,328 million, which includes the usual adjustment to reflect
stores opened in the last 12 months.
Action continues to outperform the peers we use to benchmark its performance
across its most important KPIs, supporting our valuation multiple of 18.5x net
of the liquidity discount (31 March 2024: 18.5x).
Action ended P3 2025 with cash of €347 million and a net debt to run-rate
earnings ratio of 2.7x, after paying two dividend distributions in FY2025, of
which 3i received £433 million.
At 31 March 2025, the valuation of our 57.9% stake in Action was £17,831
million (31 March 2024: 54.8%, £14,158 million) and we recognised unrealised
profits from Action of £4,324 million (March 2024:£3,609 million) as shown
in Table 3.
Table 2: Action financial metrics
Last 12 periods to P12 2024 Last 12 periods to P12 2023
(29 December 2024) (31 December 2023)
Financial metrics €m €m
Net sales 13,781 11,324
LFL sales growth 10.3% 16.7%
Operating EBITDA 2,076 1,615
Operating EBITDA margin 15.1% 14.3%
Net new stores added 352 303
First 3 periods to P3 2025 First 3 periods to P3 2024
(30 March 2025) (31 March 2024)
€m €m
Net sales 3,521 3,004
LFL sales growth 6.2% 9.8%
Operating EBITDA 464 397
Operating EBITDA margin 13.2% 13.2%
Net new stores added 49 42
Last 12 periods to P3 2025 Last 12 periods to P3 2024
(30 March 2025) (31 March 2024)
€m €m
Run-rate EBITDA 2,328 1,848
Royal Sanders, a leading European private label and contract manufacturing
producer of personal care products, was the largest contributor to our Private
Equity performance growth in FY2025, excluding Action. The company delivered
strong organic growth across its customers in 2024. Royal Sanders has been a
driving force in consolidating a highly fragmented industry, successfully
executing eight bolt-on acquisitions since our investment, including the
acquisitions of Karium and Treaclemoon in FY2025. The bolt-on acquisitions
have outperformed their initial investment cases and the business has a strong
pipeline of other targets.
Consumer and private label portfolio companies
EBG saw solid trading across all three of its platforms (Dutch Bakery,
coolback, Panelto) in 2024, demonstrating its resilience amongst an
unfavourable input pricing environment and pressure on wage inflation.
MPM saw good top-line growth in 2024, driven primarily by increased volumes
across its key markets. The US, its largest market, continues to see strong
sales development and there is significant headroom to scale it further,
including through the online channel. While US tariffs have the potential to
introduce some volatility across the whole premium wet cat food category,
management has a robust strategy to navigate the situation. Audley Travel's
reputable brand and customer loyalty continued to support its strong
performance in 2024. Whilst the business has good coverage on bookings into
2025, we remain cautious on the outlook for its US market, following the
heightened uncertainty in US policy and impact on US travel sentiment.
Mepal saw good commercial performance in 2024, with volume growth across its
retail partners and its e-commerce offering. Luqom continues to make an
encouraging recovery and gained market share in 2024. The business saw
top-line growth across all of its regions with particularly impressive
performance from Southern and Eastern Europe, supported by nine new local
webshops. BoConcept continues to operate in a challenging consumer market.
Performance in 2024 was softer, as a result of lower footfall in stores and
net store closures. Recent order intake has been more positive. In February
2025, we passed our holding in YDEON to Tikehau Capital for no proceeds.
Healthcare portfolio companies
Our healthcare portfolio saw good commercial momentum in 2024. Cirtec Medical
delivered strong performance across the majority of its core sites in 2024,
driven by elevated demand from its key customers. The business won a number of
attractive programmes in 2024, which have the potential to be significant
revenue contributors in the near to medium term. SaniSure saw demand patterns
normalise for the majority of its business lines through the second half of
2024, as the bioprocessing market stabilised following a period of prolonged
destocking after the pandemic. Over the last two years, the business has made
significant investment in long-term initiatives and operational excellence
that is already delivering good momentum.
ten23 health continued to make good progress. Its Basel site continues to
develop well, with a number of new programmes signed from new and existing
customers. Its existing Visp site is expected to achieve 100% utilisation in
2025, following a facility remediation at the end of 2024, which will
facilitate the fulfilment of its strong order book. Q Medical Devices (Q
Holding) performed well in 2024, with good demand from most of its customers
across its business units.
Industrial portfolio companies
Our industrial portfolio delivered good overall performance in the year. Tato
saw good volume growth and improved margin performance in 2024, despite
operating in a market that is showing relatively muted demand and a tougher
regulatory and competitor dynamic. Tato's cash conversion remained strong and
we received £13 million of dividends in FY2025. AES produced another good
result in 2024, as end-market conditions improved and the business continued
to make gains on larger competitors in its sector. The business also completed
two bolt-on acquisitions in FY2025, strengthening its offering in North
America. Cash generation remained strong, and we recorded dividends of £4
million from the business in FY2025. Dynatect delivered a stable performance
in the year, despite delays in the ramp-up of a key contract.
Services and software portfolio companies
The global third-party IT equipment maintenance market was weaker in 2024,
largely as a result of a dip in acquired new equipment in 2020-21, which is
then typically serviced three to four years post-acquisition. Operating in
this market, Evernex saw positive performance in 2024 and the business
completed the acquisition of Ultra Support, a pure third-party maintenance
player for data centres, servers and networking equipment in the UK. MAIT's
buy-and-build strategy continued in 2024, with the business completing a
further three bolt-on acquisitions at accretive multiples. The business
maintained a good level of overall performance, despite weaker market demand
across IT solutions. xSuite had a good 2024, characterised by annualised
software bookings growth, and we have reflected its progress towards a SaaS
model via its valuation multiple. Its recent acquisition of tangro is already
delivering a positive contribution.
The recruitment market has experienced a very challenging two years. More
recent geopolitical uncertainty has pushed out expectations of a near-term
market recovery. Operating in this environment has proved challenging. As a
result, Wilson has seen significant pressure on its top line and overall
profitability. Whilst it continues to generate new wins, it has undertaken a
number of operational initiatives and efficiencies to ensure the business is
well positioned to ramp up quickly when the wider market rebounds. We have
reflected the challenges Wilson has experienced through our valuation,
resulting in a total unrealised value reduction of £88 million for FY2025.
During the year, arrivia and Redweek legally separated, and we retained our
stake in Redweek. arrivia is no longer part of the 3i portfolio.
Overall, 97% of the portfolio by value grew LTM adjusted earnings in the year
(31 March 2024: 93%). Table 4 shows the earnings growth of our top 20 Private
Equity investments.
Excluding Action, the Private Equity portfolio valued on an earnings basis
generated £642 million (2024: £689 million) of value growth from performance
increases, offsetting £138 million of performance decreases (2024: £368
million).
Table 3: Unrealised profits on the revaluation of Private Equity
investments(1) in the year to 31 March
2025 2024
£m
£m
Earnings based valuations
Action performance 4,324 3,609
Performance increases (excluding Action) 642 689
Performance decreases (excluding Action) (138) (368)
Multiple increases 30 68
Multiple decreases (30) (107)
Other bases
Discounted cash flow (19) (13)
Other movements on unquoted investments2 - 46
Quoted portfolio (6) (50)
Total 4,803 3,874
1 Further information on our valuation methodology, including definitions and
rationale, is included in the Portfolio valuation - an explanation section in
our Annual report and accounts 2025.
2 Includes value movements for ten23 valued on the Sum of the parts basis.
Table 4: Portfolio earnings growth of the top 20 Private Equity(1) investments
3i value at
Number of 31 March 2025
companies £m
<0% 2 432
0-9% 9 2,230
10-19% 2 470
20-29% 3 18,868
≥30% 4 927
1 Includes top 20 Private Equity companies by value excluding ten23 health.
This represents 97% of the Private Equity portfolio by value (31 March 2024:
96%). Last 12 months' adjusted earnings to 31 December 2024 and Action based
on LTM run-rate earnings to the end of P3 2025.
Leverage
Our Private Equity portfolio is funded with all-senior debt structures, with
long-dated maturity profiles. As at 31 March 2025, 91% of portfolio company
debt was repayable from 2028 to 2032.
Average leverage across the portfolio was 2.9x (31 March 2024: 2.7x).
Excluding Action, leverage across the portfolio was 3.5x (31 March 2024:
3.9x).
Table 5: Ratio of net debt to adjusted earnings(1)
3i value
Number of at 31 March 2025
companies £m
<1x 1 41
1-2x 3 403
2-3x 6 18,639
3-4x 5 1,484
4-5x 1 110
5-6x 3 1,289
>6x 2 40
1 This represents 93% of the Private Equity portfolio by value (31 March 2024:
91%). Quoted holdings, ten23 health and companies with net cash are excluded
from the calculation. Net debt and adjusted earnings at 31 December 2024 and
Action based on LTM run-rate earnings to the end of P3 2025.
Multiple movements
When selecting multiples to value our portfolio companies, we take a
long-term, through-the-cycle approach and consider a number of factors
including recent performance, outlook and bolt-on activity, comparable recent
market transactions and exit plans, and the performance of quoted comparable
companies. At each reporting date, our valuation multiples are considered as
part of a robust valuation process, which includes independent challenge
throughout, including from our external auditor, culminating in the quarterly
Valuations Committee of the Board.
Global markets saw a strong rally in 2024, as inflation stabilised and central
banks began easing interest rates. However, the start of 2025 has been marked
by increased volatility, driven by geopolitical uncertainty and shifting trade
policies.
Against this backdrop, we have remained cautious in considering the valuation
multiples we use for our portfolio companies. We increased the multiple for
two of our portfolio companies in the year to reflect their performance
against their respective investment cases and adjusted four multiples
downwards, largely to reflect trading and the dynamics of their respective
end-markets. In total, we recognised a net nil unrealised value movement from
multiple movements in the year (March 2024: £39 million loss). At 31 March
2025, our current weighted average post-discount multiple (excluding Action)
was 13.4x (31 March 2024: 13.0x).
We have made no changes to our approach to the valuation of Action. Action's
performance and KPIs continue to compare favourably to its peer group's, which
consists of North American and European value-for-money retailers. This
supports our post-discount valuation multiple of 18.5x, which is unchanged
from the prior year. We take comfort from the fact that Action's continued
growth meant that its valuation at 31 March 2024 translated to only 14.7x
(post-discount) the run-rate EBITDA achieved one year later. Based on
the valuation at 31 March 2025, a 1.0x movement in Action's post-discount
multiple would increase or decrease the valuation of 3i's investment by
£1,129 million.
Quoted portfolio
Basic-Fit is the only quoted investment in our Private Equity portfolio. In
2024, Basic-Fit's memberships increased by 12% year-on-year and it added 173
clubs to its network.
Our remaining 5.7% stake in Basic-Fit was valued at £60 million at 31 March
2025 (31 March 2024: £67 million), following an 8.8% decrease in its share
price to €18.86 (31 March 2024: €20.68).
Sum of the parts
At 31 March 2025, ten23 health was valued on a sum of the parts basis, using a
discounted cash flow ("DCF") methodology for its operating lines. We continued
to invest in the platform during the year and the business is making good
progress across each of its operating lines.
Assets under management
The assets under management of the Private Equity portfolio, including
third-party capital, increased to £31.9 billion (31 March 2024: £27.5
billion), primarily due to unrealised value movements in the year.
Table 6: Private Equity assets by sector as at 31 March 2025
Sector Number of companies 3i carrying
value
2025
£m
Action (Consumer) 1 17,831
Consumer & Private Label 12 2,498
Healthcare 4 1,361
Industrial 5 915
Services & Software 14 953
Total 36 23,558
Infrastructure
At a glance
Gross investment return
£52m
or 3%
(2024: £99m or 7%)
AUM
£6.3bn
(2024: £6.7bn)
Cash income
£106m
(2024: £113m)
We manage funds investing principally in mid-market economic infrastructure in
Europe and North America. Infrastructure is a defensive asset class that
provides a good source of income and fund management fees for the Group as
well as long-term capital gains.
Our Infrastructure portfolio generated a GIR of £52 million, or 3% on the
opening portfolio value (2024: £99 million, 7%). This performance was
principally driven by a good level of dividend and interest income alongside
value growth from our infrastructure funds, which more than offset the subdued
share price performance of our quoted stake in 3iN.
3iN's underlying portfolio continues to deliver good performance, and 3iN
completed a significant realisation in the year, achieving an impressive money
multiple of 3.6x, reaffirming the strong market demand for high-quality
infrastructure assets. In addition, 3iN successfully executed two significant
refinancings which returned cash proceeds and completed two strategic further
investments and a syndication within its portfolio companies.
Our North American Infrastructure Fund ("NAIF") continued to advance its
buy-and-build strategy, with two portfolio companies completing three
acquisitions, further enhancing their growth trajectory and operational scale.
Table 7: Gross investment return for the year to 31 March
Investment basis 2025 2024
£m £m
Realised profits / (losses) over value on the disposal of investments 1 (4)
Unrealised profits on the revaluation of investments 17 72
Dividends 37 35
Interest income from investment portfolio 12 11
Fees payable (4) (6)
Foreign exchange on investments (11) (9)
Gross investment return 52 99
Gross investment return 3% 7%
as a % of opening portfolio value
Fund management
3iN
3iN generated a total return on opening NAV of 10.1% for the year to 31 March
2025, ahead of its total return target of 8% to 10% per annum, and delivered
its dividend target of 12.65 pence per share, a 6.3% increase on last year.
This result was driven by good performance and momentum across the majority of
3iN's portfolio companies, as the portfolio continues to benefit from
long-term growth drivers.
TCR saw further strong performance in 2024, with higher rental volumes across
its ground support equipment. The business increased its global footprint with
22 more airports and has significant white space ahead of it. In February
2025, TCR closed a refinancing, returning a £60 million distribution to 3iN.
Tampnet's North Sea and Gulf of Mexico fibre operations performed well. It
continues to win new contracts, including the first fibre-backed contract in
the Mexican deepwater. Utilisation rates were good across ESVAGT's fleet of
service operation vessels and the business is well positioned in its sector
and markets to capitalise on the positive trajectory in the offshore wind
market in Europe and more recently in South Korea. Oystercatcher, the holding
company for the stake in Advario Singapore, successfully completed a debt
raise in the year, enabling a distribution to 3iN of £108 million.
DNS:NET is seeing improved performance in its fibre rollout, albeit we remain
cautious on the outlook for the sector. In January 2025, 3iN completed an
investment of €24 million in the business to continue to fund the fibre
roll-out. Infinis delivered a strong result as it saw higher than expected
levels of exported power from its captured landfill methane business. Other
notable contributors include Future Biogas and FLAG (formerly Global Cloud
Xchange).
The portfolio has a small number of portfolio companies experiencing softer
trading. SRL experienced a downturn in activity in 2024, as a result of
reduced UK local authority capital expenditure. Whilst the market remains
challenging, the overall outlook into the second half of 2025 is improving.
Ionisos also performed below our expectations, due to volume weakness in the
German construction industry.
In January 2025, 3iN completed the realisation of its 33% stake in Valorem for
net proceeds of €310 million, generating a 21% gross annual IRR and a 3.6x
gross money multiple. 3iN also completed two transactions with Future Biogas;
in August 2024, Future Biogas acquired majority control in a portfolio of six
anaerobic digestion facilities for £68 million, of which £30 million was
funded by 3iN. In September 2024, 3iN syndicated 23% of its stake in Future
Biogas for proceeds of £30 million, at a 15% uplift to 31 March 2024 value.
As investment manager to 3iN, in FY2025, we recognised a management and
support services fee of £51 million (2024: £51 million) and a NAV-based
performance fee of £29 million (2024: £41 million). This performance fee
comprised a third of the potential performance fee for each of FY2025, FY2024
and FY2023, after the performance hurdle was met in each year.
North American Infrastructure Fund ("NAIF")
The NAIF delivered resilient performance and saw a good level of bolt-on
activity in FY2025.
Regional Rail generated growth organically, by transporting increased product
volumes, and through continued bolt-on activity. The acquisition of Cincinnati
Eastern Railroad during the year added 70 miles of track in Ohio. Regional
Rail also completed the buyout of a minority stake in its Canadian rail
operations. EC Waste performed well across its transfer station and landfill
segments. Amwaste saw mixed trading in the year. The business completed two
bolt-on acquisitions including C&C Sanitation and Waste Away
Environmental, furthering both collection and post-collection services in
Southeast United States. In February 2025, the NAIF completed the sale of its
minority stake in Shared Tower.
Assets under management
Infrastructure AUM decreased to £6.3 billion (31 March 2024: £6.7 billion),
reflecting the sale of our European Operational Projects Fund capability in
May 2024, and the decrease in the share price of 3iN. This was partially
offset by good performance across NAIF and 3i Managed Infrastructure
Acquisitions Fund ("3i MIA"). We generated fee income of £61million from our
Infrastructure fund management activities in the period (2024: £68 million).
3i's proprietary capital infrastructure portfolio
The Group's proprietary capital infrastructure portfolio consists of its 29%
quoted stake in 3iN, its investment in Smarte Carte and direct stakes in other
managed funds.
Quoted stake in 3iN
At 31 March 2025, our 29% stake in 3iN was valued at £856 million (31 March
2024: £879 million), as its share price decreased by 3% year on year to 318
pence (31 March 2024: 327 pence). As a result, we recognised an unrealised
value loss of £23 million (2024: unrealised profit of £38 million). This was
offset by £33 million of dividend income in FY2025 (2024: £31 million).
North American Infrastructure proprietary capital
Smarte Carte delivered strong performance in 2024, supported by steady US
domestic and international passenger traffic. Its carts business outperformed
the prior year, driven by the successful execution of a new long-term contract
at London's Heathrow Airport and continued benefits from improved pricing
economics that Smarte Carte shares with its airport partners. Additionally,
Smarte Carte made significant progress in expanding its international
footprint and
advancing various business development initiatives. This includes the
successful rollout of 450 new United States Postal Service lockers and
securing several ancillary service wins across its international locations.
At 31 March 2025, Smarte Carte was valued at £308 million on a DCF basis (31
March 2024: £306 million). We also received cash interest income of £6
million in the year from the business.
Table 8: Assets under management as at 31 March 2025
Fund/strategy Close Fund 3i Remaining % AUM3 Fee
invested2
£m
date size commitment/ 3i commitment
at 31 March 2025 income
share earned in
2025
£m
3iN1 Mar-07 n/a £856m n/a n/a 2,933 51
3i MIA Jun-17 £698m £35m £5m 87% 1,733 4
3i managed accounts various n/a n/a n/a n/a 776 4
North American Infrastructure Fund Dec-234 US$744m US$300m US$73m 77% 561 2
Smarte Carte Nov-17 n/a n/a n/a n/a 308 -
Total 6,311 61
1 AUM based on the share price at 31 March 2025.
2 % invested is the capital deployed into investments against the total Fund
commitment.
3 We retained a proprietary stake in Alba EOPF (formerly 3i EOPF), following
the sale of our operational projects infrastructure fund capability in May
2024. It has been excluded from the table above.
4 First close completed in March 2022. Final close completed in December 2023.
Table 9: Infrastructure portfolio movement for the year to 31 March 2025
Investment Valuation Opening Investment Disposals Unrealised Other Closing
movements1
value at £m at opening profit/(loss)
£m value at
1 April 2024 book value £m 31 March 2025
£m £m £m
3iN Quoted 879 - - (23) - 856
Smarte Carte DCF 306 - - 5 (3) 308
North American Infrastructure Fund2 DCF 199 3 (9) 18 (4) 207
3i MIA Fund 71 - - 17 - 88
Alba EOPF Fund 33 1 - - (1) 33
Total 1,488 4 (9) 17 (8) 1,492
1 Other movements include foreign exchange.
2 Includes Regional Rail, EC Waste, Amwaste. Shared Tower was divested in the
year.
Scandlines
At a glance
Gross investment return
£46m or 9%
(2024: £10m or 2%)
Dividend income
£22m
(2024: £25m)
We first invested in Scandlines in 2007, increasing our stake in 2013, before
realising our holding in 2018, returning £835 million of proceeds at a money
multiple of 7.7x. We subsequently reinvested £529 million in a 35% stake in
Scandlines in 2018. Since our reinvestment, Scandlines has returned total cash
proceeds of £232 million, 44% of our reinvestment, and is held on a
longer-term basis to generate capital and income returns.
Performance
Scandlines performed resiliently in FY2025, generating a GIR of £46 million,
or 9% of opening portfolio value (2024: £10 million, 2%).
Leisure revenues performed strongly, achieving record levels over the peak
summer period. Freight volumes were softer due to a weak macro-economic
environment in Germany and Scandinavia, whilst reduced consumer purchasing
power in Sweden negatively impacted one-day shopping volumes.
The business continues to be cash generative, resulting in the receipt of £22
million of dividend income in FY2025 (2024: £25 million).
Scandlines is making good progress with its sustainability agenda. For further
details, see the Sustainability section of our Annual report and accounts
2025.
We continue to value Scandlines on a DCF basis, with a value of £529 million
at 31 March 2025 (31 March 2024: £519 million).
Foreign exchange
We hedge the balance sheet value of our investment in Scandlines. We
recognised a £10 million loss on foreign exchange translation (2024: loss of
£15 million), offset by a £15 million fair value gain (2024: gain of £20
million) from derivatives in our hedging programme.
Table 10: Gross investment return for the year to 31 March
Investment basis 2025 2024
£m £m
Unrealised profits/ (losses) on the revaluation of investments 19 (20)
Dividends 22 25
Foreign exchange on investments (10) (15)
Movement in fair value of derivatives 15 20
Gross investment return 46 10
Gross investment return as a % of opening portfolio value 9% 2%
Financial review
Highlights - Investment basis
Gross investment return Operating profit before Total return
carried interest
£5,211m £5,098m £5,049m
(2024: £4,168m) (2024: £4,077m) (2024: £3,839m)
Total return on opening Diluted NAV per share Total dividend
shareholders' funds
at 31 March 2025
25% 2,542p 73.0p
(2024: 23%) (31 March 2024: 2,085p) (31 March 2024: 61.0p)
Table 11: Total return for the year to 31 March
Investment basis 2025 2024
£m £m
Realised profits/(losses) over value on the disposal of investments 51 (4)
Unrealised profits on the revaluation of investments 4,839 3,926
Portfolio income
Dividends 509 499
Interest income from investment portfolio 81 91
Fees receivable 10 1
Foreign exchange on investments (361) (461)
Movement in the fair value of derivatives 82 116
Gross investment return 5,211 4,168
Fees receivable from external funds 64 72
Operating expenses (150) (147)
Interest receivable 18 13
Interest payable (65) (61)
Exchange movements 20 29
Other income - 3
Operating profit before carried interest 5,098 4,077
Carried interest
Carried interest and performance fees receivable 29 62
Carried interest and performance fees payable (81) (305)
Operating profit before tax 5,046 3,834
Tax charge (1) (2)
Profit for the year 5,045 3,832
Re-measurements of defined benefit plans 4 7
Total comprehensive income for the year ("Total return") 5,049 3,839
Total return on opening shareholders' funds 25% 23%
Investment basis and Alternative Performance Measures ("APMs")
In our Strategic report, we report our financial performance using our
Investment basis. We do not consolidate our portfolio companies as private
equity and infrastructure investments are not operating subsidiaries. IFRS 10
sets out an exception to consolidation and requires us to fair value other
companies in the Group (primarily intermediate holding companies and
partnerships). As explained in the Investment basis, Reconciliation of
Investment basis and IFRS sections below, the total comprehensive income and
net assets are the same under our audited IFRS financial statements and our
Investment basis. The Investment basis is simply a "look through" of IFRS 10
to present the underlying performance and we believe it is more transparent to
readers of our Annual report and accounts.
In October 2015, the European Securities and Markets Authority ("ESMA")
published guidelines about the use of APMs. These are financial measures such
as KPIs that are not defined under IFRS. Our Investment basis is itself an
APM, and we use a number of other measures which, on account of being derived
from the Investment basis, are also APMs.
Further information about our use of APMs, including the applicable
reconciliations to the IFRS equivalent where appropriate, is provided at the
end of the Financial review and should be read alongside the Investment basis
to IFRS reconciliation. Our APMs are gross investment return as a percentage
of the opening investment portfolio value, cash realisations, cash investment,
operating cash profit, net cash/(debt) and gearing.
Realised profits/losses
We generated total realised proceeds of £1,837 million (2024: £888 million)
primarily from Action's capital restructuring and the sales of nexeye and WP.
The latter sales were the driver of the £50 million realised profits
generated in Private Equity (2024: loss of £4 million from Infrastructure).
Unrealised value movements
We recognised an unrealised profit of £4,839 million (2024: £3,926 million).
Action's continued strong performance contributed £4,324 million (2024:
£3,609 million). We also saw good contributions from Royal Sanders and a
number of our other Private Equity investments including Audley Travel, MPM,
Tato, Cirtec Medical and EBG offsetting a negative contribution principally
from WilsonHCG. Our infrastructure portfolio saw positive contributions from
our infrastructure funds, offset by the decrease in the share price of our
quoted investment in 3iN.
Further information on the Private Equity, Infrastructure and Scandlines
valuations is included in the business reviews.
Table 12: Unrealised value movements on the revaluation of investments for the
year to 31 March
Investment basis 2025 2024
£m £m
Private Equity 4,803 3,874
Infrastructure 17 72
Scandlines 19 (20)
Total 4,839 3,926
Portfolio income
Portfolio income increased to £600 million for the year (2024: £591
million), primarily due to dividend income of £509 million (2024: £499
million), predominantly from Action. Other notable contributions include
interest income from our portfolio companies, the majority of which is
non-cash and a good level of portfolio fees from Private Equity which
reflected a number of new investments in FY2025.
Fees receivable from external funds
Fees receivable from external funds were £64 million in FY2025 (2024: £72
million). 3i receives a fund management fee from 3iN, which amounted to £51
million in FY2025 (2024: £51 million).
The remaining fee income received in the year of £13 million (2024: £21
million) includes fees from 3i MIA, our North American Infrastructure Fund and
our management of the 3i 2020 Co-investment Programme related to Action.
Operating expenses
Operating expenses increased in the year to £150 million (2024: £147
million) driven by a higher share-based payment charge reflecting the strong
performance of 3i's share price during the year, which was offset by lower
administration expenses and delayed staff recruitment.
Interest payable
The Group recognised interest payable of £65 million (2024: £61 million).
Interest payable includes interest on the Group's loans and borrowings and
amortisation of capitalised fees.
Operating cash profit
We generated an operating cash profit of £469 million in the year (2024:
£467 million). Cash income increased to £598 million (2024: £594 million),
principally due to an increase in dividend income, which included £433
million of cash dividends from Action (2024: £375 million). We also received
cash dividends from 3iN, Scandlines and Tato, as well as cash fees from our
external funds. Excluding the dividends received from Action, the operating
cash profit was £36 million (2024: £92 million).
We paid cash operating expenses of £129 million (2024: £127 million) in the
year. Cash operating expenses were lower than the £150 million (2024: £147
million) of operating expenses recognised in the Consolidated statement of
comprehensive income as a result of share-based payments and other non-cash
expenses.
Table 13: Operating cash profit for the year to 31 March
Investment basis 2025 2024
£m £m
Cash fees from external funds 65 74
Cash portfolio fees 7 12
Cash portfolio dividends and interest 526 508
Cash income 598 594
Cash operating expenses1 (129) (127)
Operating cash profit 469 467
1 Cash operating expenses include operating expenses paid and lease payments.
Carried interest and performance fees
We receive carried interest and performance fees from third-party funds and
3iN. We also pay carried interest and performance fees to participants in
plans relating to returns from investments. These are received and/or paid
subject to meeting certain performance conditions and when cash proceeds have
been received following a realisation, refinancing event or other cash
distribution and performance hurdles are passed in cash terms. Due to the
passage of time between investment and realisation, the schemes are usually
active for a number of years and their participants include both current and
previous employees of 3i. In Private Equity (excluding Action), we typically
accrue net carried interest payable of c.12% of GIR, once the performance
hurdle is achieved, based on the assumption that all investments are realised
at their balance sheet value.
The overall strong performance of the Private Equity portfolio resulted in a
£70 million increase in the carried interest payable expense. During the
year, we reduced our carried interest and performance fees payable liability
following the full crystallisation of the remaining carried interest liability
of £428 million relating to Action. Going forward, we have no carried
interest dilution to our 57.9% gross stake in Action.
In Infrastructure, 3iN pays a performance fee based on its NAV on an annual
basis, subject to a hurdle rate of return. The continued strong performance of
the assets held by 3iN resulted in the recognition of £29 million (2024: £62
million) of performance fees receivable, with £42 million received during the
year.
Overall, the effect of the income statement charge of £81 million (2024:
£305 million), cash payments of £521 million (2024: £778 million), as well
as currency translation meant that the balance sheet carried interest and
performance fees payable was £360 million (31 March 2024: £818 million).
Table 14: Carried interest and performance fees for the year to 31 March
Investment basis Statement of comprehensive income Investment basis Statement of financial position
2025 2024 2025 2024
£m £m £m £m
Carried interest and performance fees receivable
Private Equity - - 4 5
Infrastructure 29 62 29 42
Total 29 62 33 47
Carried interest and performance fees payable
Private Equity (70) (262) (348) (803)
Infrastructure (11) (43) (12) (15)
Total (81) (305) (360) (818)
Table 15: Carried interest and performance fees paid in the year to 31 March
Investment basis cash flow statement 2025 2024
£m £m
Carried interest and performance fees cash paid
Private Equity 510 745
Infrastructure 11 33
Total 521 778
Net foreign exchange movements
The Group recorded a total foreign exchange translation loss of £259 million
including the impact of foreign exchange hedging in the year (March 2024:
£316 million loss), as a result of sterling strengthening by 2% against the
euro and US dollar.
At 31 March 2025, the notional value of the Group's forward foreign exchange
contracts was €2.6 billion and $1.2 billion. The €2.6 billion includes the
€600 million notional value of the forward foreign exchange contracts
related to the Scandlines hedging programme. In April 2025, we completed a
further €400 million of forward foreign exchange contracts to increase the
notional value of the Group's euro foreign exchange hedging programme to
€3.0 billion, reflecting increases in euro cash flows and capitalising on
attractive hedge rates.
Including the impact from foreign exchange hedging, 79% of the Group's net
assets are denominated in euros or US dollars. Based on the Group's net assets
at 31 March 2025, including the impact from foreign exchange hedging, a 1%
movement in euro and US dollar foreign exchange rates would impact the total
return by £182 million and £12 million, as shown in Table 16 below.
Table 16: Net assets(1) and sensitivity by currency at 31 March
Pre-hedging update Post-hedging update3
FX rate £m % 1% 1%
sensitivity sensitivity
£m £m
Sterling n/a 4,942 20 n/a
Euro2 1.1935 18,257 74 182 179
US dollar2 1.2908 1,211 5 12
Danish krone 8.9040 177 1 2
Other n/a 24 - n/a
1 The Group's foreign exchange hedging is treated as a sterling asset within
the above table.
2 The sensitivity impact calculated on the net assets position includes the
impact of foreign exchange hedging.
3 Sensitivity based on net assets at 31 March 2025 including the impact of the
additional €400 million in the hedging programme.
Pension
The Group completed the buy-out of its UK defined benefit plan ("the Plan")
during the year, meaning that the buy-in policies were converted into
individual annuity policies held in each Plan member's name, thereby fully
removing the defined benefit obligation. The remaining assets held by the Plan
are those surplus assets that were not needed to complete the buy-out, less
expected wind-up costs.
Tax
The Group's parent company continues to operate in the UK as an approved
investment trust company. An approved investment trust is a UK investment
company which is required to meet certain conditions set out in the UK tax
rules to obtain and maintain its tax status. This approval allows certain
investment profits of the Company, broadly its capital profits, to be exempt
from tax in the UK. Income and expenditure, excepting those exempt returns in
the Company, are both subject to taxation. The Group's tax charge for the year
was £1 million (2024: £2 million) with no top-up tax payable under Pillar 2.
The Group's overall UK tax position for the financial year is dependent on the
finalisation of the tax returns of the various corporate and partnership
entities in the UK group.
Balance sheet and liquidity
At 31 March 2025, the Group had net debt of £771 million (31 March 2024:
£806 million) and gearing of 3% after the receipt of cash income of £598
million and net cash proceeds of £659 million offsetting the payment of
carried interest and performance fees of £521 million and Group dividend
payments of £625 million.
The Group had liquidity of £1,323 million as at 31 March 2025 (31 March 2024:
£1,296 million), comprising cash and deposits of £423 million (31 March
2024: £396 million) and an undrawn RCF of £900 million.
The investment portfolio value increased to £25,579 million at 31 March 2025
(31 March 2024: £21,636 million), mainly driven by unrealised profits of
£4,839 million in the year.
Further information on investments and realisations is included
in the Private Equity, Infrastructure and Scandlines business reviews.
Table 17: Simplified consolidated balance sheet at 31 March
Investment basis Statement of financial position 2025 2024
£m £m
Investment portfolio 25,579 21,636
Gross debt (1,194) (1,202)
Cash and deposits 423 396
Net debt (771) (806)
Carried interest and performance fees receivable 33 47
Carried interest and performance fees payable (360) (818)
Other net assets 130 111
Net assets 24,611 20,170
Gearing1 3% 4%
1 Gearing is net debt as a percentage of net assets.
Going concern
The Annual report and accounts 2025 were prepared on a going concern basis.
The Directors made an assessment of going concern, taking into account the
Group's current performance and the outlook, and performed additional analysis
to support the going concern assessment. Further details on going concern can
be found in the Resilience statement in our Annual report and accounts 2025.
Dividend
The Board has recommended a second FY2025 dividend of 42.5 pence per share
(2024: 34.5 pence), taking the total dividend for the year to 73.0 pence per
share (2024: 61.0 pence). Subject to shareholder approval, the dividend will
be paid to shareholders in July 2025.
Key accounting judgments and estimates
A key judgement is the assessment required to determine the degree of control
or influence the Group exercises and the form of any control to ensure that
the financial treatment of investment entities is accurate. The introduction
of IFRS 10 resulted in a number of intermediate holding companies being
presented at fair value, which has led to reduced transparency of the
underlying investment performance. As a result, the Group continues to present
a non-GAAP Investment basis set of financial statements to ensure that the
commentary in the Strategic report remains fair, balanced and understandable.
The reconciliation of the Investment basis to IFRS is shown on pages 76 to 78
in our Annual report and account 2025.
In preparing these accounts, the key accounting estimate is the carrying value
of our investment assets, which is stated at fair value.
Given the importance of the valuation of investments, the Board has a separate
Valuations Committee to review the valuation policy, process and application
to individual investments. However, asset valuations for unquoted investments
are inherently subjective, as they are made on the basis of assumptions which
may not prove to be accurate. At 31 March 2025, 96% by value of the investment
assets were unquoted (31 March 2024: 96%).
Investment basis
Consolidated statement of comprehensive income
for the year to 31 March
2025 2024
£m £m
Realised profits/(losses) over value on the disposal of investments 51 (4)
Unrealised profits on the revaluation of investments 4,839 3,926
Portfolio income
Dividends 509 499
Interest income from investment portfolio 81 91
Fees receivable 10 1
Foreign exchange on investments (361) (461)
Movement in the fair value of derivatives 82 116
Gross investment return 5,211 4,168
Fees receivable from external funds 64 72
Operating expenses (150) (147)
Interest receivable 18 13
Interest payable (65) (61)
Exchange movements 20 29
Other income - 3
Operating profit before carried interest 5,098 4,077
Carried interest
Carried interest and performance fees receivable 29 62
Carried interest and performance fees payable (81) (305)
Operating profit before tax 5,046 3,834
Tax charge (1) (2)
Profit for the year 5,045 3,832
Other comprehensive income
Re-measurements of defined benefit plans 4 7
Total comprehensive income for the year ("Total return") 5,049 3,839
Consolidated statement of financial position
as at 31 March
2025 2024
£m £m
Assets
Non-current assets
Investments
Quoted investments 916 946
Unquoted investments 24,663 20,690
Investment portfolio 25,579 21,636
Carried interest and performance fees receivable - 2
Other non-current assets 33 36
Intangible assets 2 4
Retirement benefit surplus 63 61
Property, plant and equipment 18 4
Right of use asset 41 49
Derivative financial instruments 46 83
Total non-current assets 25,782 21,875
Current assets
Carried interest and performance fees receivable 33 45
Other current assets 49 53
Current income taxes 2 1
Derivative financial instruments 91 82
Cash and cash equivalents 423 396
Total current assets 598 577
Total assets 26,380 22,452
Liabilities
Non-current liabilities
Trade and other payables (7) (50)
Carried interest and performance fees payable (333) (280)
Loans and borrowings (1,194) (1,202)
Derivative financial instruments (4) -
Retirement benefit deficit (17) (21)
Lease liability (42) (45)
Deferred income taxes (1) (1)
Provisions (2) (2)
Total non-current liabilities (1,600) (1,601)
Current liabilities
Trade and other payables (137) (136)
Carried interest and performance fees payable (27) (538)
Lease liability (3) (4)
Current income taxes (1) (3)
Provisions (1) -
Total current liabilities (169) (681)
Total liabilities (1,769) (2,282)
Net assets 24,611 20,170
Equity
Issued capital 719 719
Share premium 792 791
Other reserves 23,181 18,752
Own shares (81) (92)
Total equity 24,611 20,170
Consolidated cash flow statement
for the year to 31 March
2025 2024
£m £m
Cash flow from operating activities
Purchase of investments (1,182) (603)
Proceeds from investments 1,841 883
Net cash flow from derivatives 113 69
Portfolio interest received 11 8
Portfolio dividends received 515 500
Portfolio fees received 7 12
Fees received from external funds 65 74
Carried interest and performance fees received 44 58
Carried interest and performance fees paid (521) (778)
Operating expenses paid (123) (121)
Co-investment loans (paid)/received (40) 42
Tax paid (3) (3)
Other cash income 1 3
Other cash expenses (11) -
Interest received 18 13
Net cash flow from operating activities 735 157
Cash flow from financing activities
Issue of shares 1 1
Dividends paid (625) (541)
Proceeds from long-term borrowing - 422
Lease payments (6) (6)
Interest paid (60) (40)
Net cash flow from financing activities (690) (164)
Cash flow from investing activities
Purchase of property, plant and equipment (16) (3)
Net cash flow from investing activities (16) (3)
Change in cash and cash equivalents 29 (10)
Cash and cash equivalents at the start of year 396 412
Effect of exchange rate fluctuations (2) (6)
Cash and cash equivalents at the end of year 423 396
Background to Investment basis financial statements
The Group makes investments in portfolio companies directly, held by 3i Group
plc, and indirectly, held through intermediate holding company and partnership
structures ("Investment entity subsidiaries"). It also has other operational
subsidiaries which provide services and other activities such as employment,
regulatory activities, management and advice ("Trading subsidiaries"). The
application of IFRS 10 requires us to fair value a number of intermediate
holding companies that were previously consolidated line by line. This fair
value approach, applied at the intermediate holding company level, effectively
obscures the performance of our proprietary capital investments and associated
transactions occurring in the intermediate holding companies.
The financial effect of the underlying portfolio companies and fee income,
operating expenses and carried interest transactions occurring in Investment
entity subsidiaries are aggregated into a single value. Other items which were
previously eliminated on consolidation are now included separately.
To maintain transparency in our report and aid understanding we introduced
separate non-GAAP "Investment basis" Statements of comprehensive income,
financial position and cash flow in our 2014 Annual report and accounts. The
Investment basis is an APM and the Strategic report is prepared using the
Investment basis as we believe it provides a more understandable view of our
performance. Total return and net assets are equal under the Investment basis
and IFRS; the Investment basis is simply a "look through" of IFRS 10 to
present the underlying performance.
Reconciliation of Investment basis and IFRS
A detailed reconciliation from the Investment basis to IFRS basis of the
Consolidated statement of comprehensive income, Consolidated statement of
financial position and Consolidated cash flow statement is shown on the
following pages.
Reconciliation of Investment basis and IFRS
Reconciliation of consolidated statement of comprehensive income
for the year to 31 March
Notes Investment basis IFRS adjustments IFRS basis Investment basis IFRS adjustments IFRS basis
2025 2025 2025 2024 2024 2024
£m £m £m £m £m £m
Realised profits/(losses) over value on the disposal of investments 1,2 51 (46) 5 (4) 5 1
Unrealised profits on the revaluation of investments 1,2 4,839 (1,027) 3,812 3,926 (1,184) 2,742
Fair value movements on investment entity subsidiaries 1 - 953 953 - 861 861
Portfolio income
Dividends 1,2 509 (96) 413 499 (136) 363
Interest income from investment portfolio 1,2 81 (52) 29 91 (62) 29
Fees receivable 1,2 10 3 13 1 2 3
Foreign exchange on investments 1,3 (361) 116 (245) (461) 223 (238)
Movement in the fair value of derivatives 82 - 82 116 - 116
Gross investment return 5,211 (149) 5,062 4,168 (291) 3,877
Fees receivable from external funds 64 - 64 72 - 72
Operating expenses 1,4 (150) 1 (149) (147) 1 (146)
Interest receivable 1,4 18 (3) 15 13 (4) 9
Interest payable (65) - (65) (61) - (61)
Exchange movements 1,3 20 57 77 29 23 52
Income from investment entity subsidiaries 1 - 21 21 - 21 21
Other (expense)/income 1,4 - (1) (1) 3 - 3
Operating profit before carried interest 5,098 (74) 5,024 4,077 (250) 3,827
Carried interest
Carried interest and performance fees receivable 29 - 29 62 - 62
Carried interest and performance fees payable 1,4 (81) 67 (14) (305) 254 (51)
Operating profit before tax 5,046 (7) 5,039 3,834 4 3,838
Tax charge 1 (1) - (1) (2) - (2)
Profit for the year 5,045 (7) 5,038 3,832 4 3,836
Other comprehensive income
Exchange differences on translation 1,3 - 7 7 - (4) (4)
of foreign operations
Re-measurements of defined benefit plans 4 - 4 7 - 7
Other comprehensive income for the year 4 7 11 7 (4) 3
Total comprehensive income 5,049 - 5,049 3,839 - 3,839
for the year ("Total return")
The IFRS basis is audited and the Investment basis is unaudited.
Notes to the Reconciliation of consolidated statement of comprehensive income
above:
1 Applying IFRS 10 to the Consolidated statement of comprehensive income
consolidates the line items of a number of previously consolidated
subsidiaries into a single line item "Fair value movements on investment
entity subsidiaries". In the "Investment basis" accounts we have disaggregated
these line items to analyse our total return as if these Investment entity
subsidiaries were fully consolidated, consistent with prior years. The
adjustments simply reclassify the Consolidated statement of comprehensive
income of the Group, and the total return is equal under the Investment basis
and the IFRS basis.
2 Realised profits, unrealised profits and portfolio income shown in the IFRS
accounts only relate to portfolio companies that are held directly by 3i Group
plc and not those portfolio companies held through Investment entity
subsidiaries. Realised profits, unrealised profits and portfolio income in
relation to portfolio companies held through Investment entity subsidiaries
are aggregated into the single "Fair value movement on investment entity
subsidiaries" line. This is the most significant reduction of information in
our IFRS accounts.
3 Foreign exchange movements have been reclassified under the Investment basis
as foreign currency asset and liability movements. Movements within the
Investment entity subsidiaries are included within "Fair value movements on
investment entities".
4 Other items also aggregated into the "Fair value movements on investment
entity subsidiaries" line include operating expenses, interest receivable,
other(expense)/income and carried interest and performance fees payable.
Notes to the Reconciliation of consolidated statement of financial position on
the next page:
1 Applying IFRS 10 to the Consolidated statement of financial position
aggregates the line items into the single line item "Investments in investment
entity subsidiaries". In the Investment basis we have disaggregated these
items to analyse our net assets as if the Investment entity subsidiaries were
consolidated. The adjustment reclassifies items in the Consolidated statement
of financial position. There is no change to the net assets, although for
reasons explained below, gross assets and gross liabilities are different. The
disclosure relating to portfolio companies is significantly reduced by the
aggregation, as the fair value of all investments held by Investment entity
subsidiaries is aggregated into the "Investments in investment entity
subsidiaries" line. We have disaggregated this fair value and disclosed the
underlying portfolio holding in the relevant line item, i.e., quoted
investments or unquoted investments. Other items which may be aggregated
include carried interest, other assets and other payables, and the Investment
basis presentation again disaggregates these items.
2 Intercompany balances between Investment entity subsidiaries and trading
subsidiaries also impact the transparency of our results under the IFRS basis.
If an Investment entity subsidiary has an intercompany balance with a
consolidated trading subsidiary of the Group, then the asset or liability of
the Investment entity subsidiary will be aggregated into its fair value, while
the asset or liability of the consolidated trading subsidiary will be
disclosed as an asset or liability in the Consolidated statement of financial
position for the Group.
3 Investment basis financial statements are prepared for performance
measurement and therefore reserves are not analysed separately under this
basis.
Reconciliation of consolidated statement of financial position
as at 31 March
Notes Investment basis IFRS adjustments IFRS basis Investment basis IFRS adjustments IFRS basis
2025 2025 2025 2024 2024 2024
£m £m £m £m £m £m
Assets
Non-current assets
Investments
Quoted investments 1 916 (60) 856 946 (67) 879
Unquoted investments 1 24,663 (7,163) 17,500 20,690 (6,497) 14,193
Investments in investment entity subsidiaries 1,2 - 6,916 6,916 - 5,804 5,804
Investment portfolio 25,579 (307) 25,272 21,636 (760) 20,876
Carried interest and performance fees receivable 1 - - - 2 1 3
Other non-current assets 1 33 (6) 27 36 (8) 28
Intangible assets 2 - 2 4 - 4
Retirement benefit surplus 63 - 63 61 - 61
Property, plant and equipment 18 - 18 4 - 4
Right of use asset 41 - 41 49 - 49
Derivative financial instruments 46 - 46 83 - 83
Total non-current assets 25,782 (313) 25,469 21,875 (767) 21,108
Current assets
Carried interest and performance fees receivable 33 - 33 45 - 45
Other current assets 1 49 - 49 53 (6) 47
Current income taxes 2 - 2 1 - 1
Derivative financial instruments 91 - 91 82 - 82
Cash and cash equivalents 1 423 (11) 412 396 (38) 358
Total current assets 598 (11) 587 577 (44) 533
Total assets 26,380 (324) 26,056 22,452 (811) 21,641
Liabilities
Non-current liabilities
Trade and other payables 1 (7) 1 (6) (50) 45 (5)
Carried interest and performance fees payable 1 (333) 304 (29) (280) 250 (30)
Loans and borrowings (1,194) - (1,194) (1,202) - (1,202)
Derivative financial instruments (4) - (4) - - -
Retirement benefit deficit (17) - (17) (21) - (21)
Lease liability (42) - (42) (45) - (45)
Deferred income taxes (1) - (1) (1) - (1)
Provisions (2) - (2) (2) - (2)
Total non-current liabilities (1,600) 305 (1,295) (1,601) 295 (1,306)
Current liabilities
Trade and other payables 1 (137) 4 (133) (136) 2 (134)
Carried interest and performance fees payable 1 (27) 15 (12) (538) 514 (24)
Lease liability (3) - (3) (4) - (4)
Current income taxes (1) - (1) (3) - (3)
Provisions (1) - (1) - - -
Total current liabilities (169) 19 (150) (681) 516 (165)
Total liabilities (1,769) 324 (1,445) (2,282) 811 (1,471)
Net assets 24,611 - 24,611 20,170 - 20,170
Equity
Issued capital 719 - 719 719 - 719
Share premium 792 - 792 791 - 791
Other reserves 3 23,181 - 23,181 18,752 - 18,752
Own shares (81) - (81) (92) - (92)
Total equity 24,611 - 24,611 20,170 - 20,170
The IFRS basis is audited and the Investment basis is unaudited. Notes: see
previous page.
Reconciliation of consolidated cash flow statement
for the year to 31 March
Notes Investment basis IFRS adjustments IFRS basis Investment basis IFRS adjustments IFRS basis
2025 2025 2025 2024 2024 2024
£m £m £m £m £m £m
Cash flow from operating activities
Purchase of investments 1 (1,182) 1,032 (150) (603) 97 (506)
Proceeds from investments 1 1,841 (734) 1,107 883 (340) 543
Amounts paid to investment entity subsidiaries 1 - (1,537) (1,537) - (674) (674)
Amounts received from investment entity subsidiaries 1 - 865 865 - 580 580
Net cash flow from derivatives 113 - 113 69 - 69
Portfolio interest received 1 11 (5) 6 8 (3) 5
Portfolio dividends received 1 515 (95) 420 500 (134) 366
Portfolio fees received 7 - 7 12 - 12
Fees received from external funds 65 - 65 74 - 74
Carried interest and performance fees received 44 - 44 58 - 58
Carried interest and performance fees paid 1 (521) 498 (23) (778) 725 (53)
Operating expenses paid 1 (123) 1 (122) (121) - (121)
Co-investment loans (paid)/received 1 (40) 5 (35) 42 (37) 5
Tax paid (3) - (3) (3) - (3)
Other cash income 1 1 - 1 3 (1) 2
Other cash expenses 1 (11) 1 (10) - - -
Interest received 1 18 (3) 15 13 (4) 9
Net cash flow from operating activities 735 28 763 157 209 366
Cash flow from financing activities
Issue of shares 1 - 1 1 - 1
Dividends paid (625) - (625) (541) - (541)
Proceeds from long-term borrowing - - - 422 - 422
Lease payments (6) - (6) (6) - (6)
Interest paid (60) - (60) (40) - (40)
Net cash flow from financing activities (690) - (690) (164) - (164)
Cash flow from investing activities
Purchase of property, plant and equipment (16) - (16) (3) - (3)
Net cash flow from investing activities (16) - (16) (3) - (3)
Change in cash and cash equivalents 2 29 28 57 (10) 209 199
Cash and cash equivalents at the start of year 2 396 (38) 358 412 (250) 162
Effect of exchange rate fluctuations 1 (2) (1) (3) (6) 3 (3)
Cash and cash equivalents at the end of year 2 423 (11) 412 396 (38) 358
The IFRS basis is audited and the Investment basis is unaudited.
Notes to the Reconciliation of consolidated cash flow statement above:
1 The Consolidated cash flow statement is impacted by the application of IFRS
10 as cash flows to and from Investment entity subsidiaries are disclosed,
rather than the cash flows to and from the underlying portfolio. Therefore in
our Investment basis financial statements, we have disclosed our cash flow
statement on a "look through" basis, in order to reflect the underlying
sources and uses of cash flows and disclose the underlying investment
activity.
2 There is a difference between the change in cash and cash equivalents of the
Investment basis financial statements and the IFRS financial statements
because there are cash balances held in Investment entity subsidiaries.
Alternative Performance Measures ("APMs")
We assess our performance using a variety of measures that are not
specifically defined under IFRS and are therefore termed APMs. The APMs that
we use may not be directly comparable with those used by other companies. Our
Investment basis is itself an APM. The explanation of and rationale for the
Investment basis and its reconciliation to IFRS is provided above. The table
below defines our additional APMs.
Purpose Calculation Reconciliation to IFRS
Gross investment return as a percentage of opening portfolio value
A measure of the performance of our proprietary investment portfolio. It is calculated as the gross investment return, as shown in the Investment The equivalent balances under IFRS and the reconciliation to the Investment
basis Consolidated statement of comprehensive income, as a % of the opening basis are shown in the Reconciliation of the consolidated statement
portfolio value. of comprehensive income and the Reconciliation of the consolidated statement
of financial position respectively.
For further information see the Group KPIs in our Annual report and accounts
2025.
Cash realisations
Cash proceeds from our investments support our returns to shareholders, as The cash received from the disposal of investments in the year as shown in the Reconciliation to IFRS
well as our ability to invest in new opportunities. Investment basis Consolidated cashflow statement.
The equivalent balance under IFRS and the reconciliation to the Investment
basis is shown in the Reconciliation of the consolidated cash flow statement.
For further information see the Group KPIs in our Annual report and accounts
2025.
Cash investment
Identifying new opportunities in which to invest proprietary capital is the The cash paid to acquire investments in the year as shown on the Investment Reconciliation to IFRS
primary driver of the Group's ability to deliver attractive returns. basis Consolidated cash flow statement.
The equivalent balance under IFRS and the reconciliation to the Investment
basis is shown in the Reconciliation of the consolidated cash flow statement.
For further information see the Group KPIs in our Annual report and accounts
2025.
Operating cash profit
By covering the cash cost of running the business with cash income, we reduce The cash income from the portfolio (interest, dividends and fees) together Reconciliation to IFRS
the potential dilution of capital returns. with fees received from external funds less cash operating expenses and
leases payments as shown on the Investment basis Consolidated cash flow The equivalent balance under IFRS and the reconciliation to the Investment
statement. The calculation is shown in Table 13 of the Financial review. basis is shown in the Reconciliation of the consolidated cash flow statement.
For further information see the Group KPIs in our Annual report and accounts
2025.
Net (debt)/cash
A measure of the available cash to invest in the business and an indicator of Cash and cash equivalents plus deposits less loans and borrowings as shown on The equivalent balance under IFRS and the reconciliation to the Investment
the financial risk in the Group's balance sheet. the Investment basis Consolidated statement of financial position. basis is shown in the Reconciliation of the consolidated statement
of financial position.
Gearing
A measure of the financial risk in the Group's balance sheet. Net debt (as defined above) as a % of the Group's net assets under the The equivalent balance under IFRS and the reconciliation to the Investment
Investment basis. It cannot be less than zero. basis is shown in the Reconciliation of the consolidated statement of
financial position.
Audited financial statements
Consolidated statement of comprehensive income
for the year to 31 March
Notes 2025 2024
£m £m
Realised profits over value on the disposal of investments 5 1
Unrealised profits on the revaluation of investments 3,812 2,742
Fair value movements on investment entity subsidiaries 953 861
Portfolio income
Dividends 413 363
Interest income from investment portfolio 29 29
Fees receivable 13 3
Foreign exchange on investments (245) (238)
Movement in the fair value of derivatives 82 116
Gross investment return 5,062 3,877
Fees receivable from external funds 64 72
Operating expenses (149) (146)
Interest receivable 15 9
Interest payable (65) (61)
Exchange movements 77 52
Income from investment entity subsidiaries 21 21
Other (expense)/income (1) 3
Operating profit before carried interest 5,024 3,827
Carried interest
Carried interest and performance fees receivable 29 62
Carried interest and performance fees payable (14) (51)
Operating profit before tax 5,039 3,838
Tax charge (1) (2)
Profit for the year 5,038 3,836
Other comprehensive income that may be reclassified to the income statement
Exchange differences on translation of foreign operations 7 (4)
Other comprehensive income that will not be reclassified to the income
statement
Re-measurements of defined benefit plans 4 7
Other comprehensive income for the year 11 3
Total comprehensive income for the year 5,049 3,839
Earnings per share
Basic (pence) 2 522.0 397.9
Diluted (pence) 2 520.6 396.7
The Notes to the accounts section forms an integral part of these financial
statements.
Consolidated statement of financial position
for the year to 31 March
2025 2024
£m £m
Assets
Non-current assets
Investments
Quoted investments 856 879
Unquoted investments 17,500 14,193
Investments in investment entity subsidiaries 6,916 5,804
Investment portfolio 25,272 20,876
Carried interest and performance fees receivable - 3
Other non-current assets 27 28
Intangible assets 2 4
Retirement benefit surplus 63 61
Property, plant and equipment 18 4
Right of use asset 41 49
Derivative financial instruments 46 83
Total non-current assets 25,469 21,108
Current assets
Carried interest and performance fees receivable 33 45
Other current assets 49 47
Current income taxes 2 1
Derivative financial instruments 91 82
Cash and cash equivalents 412 358
Total current assets 587 533
Total assets 26,056 21,641
Liabilities
Non-current liabilities
Trade and other payables (6) (5)
Carried interest and performance fees payable (29) (30)
Loans and borrowings (1,194) (1,202)
Derivative financial instruments (4) -
Retirement benefit deficit (17) (21)
Lease liability (42) (45)
Deferred income taxes (1) (1)
Provisions (2) (2)
Total non-current liabilities (1,295) (1,306)
Current liabilities
Trade and other payables (133) (134)
Carried interest and performance fees payable (12) (24)
Lease liability (3) (4)
Current income taxes (1) (3)
Provisions (1) -
Total current liabilities (150) (165)
Total liabilities (1,445) (1,471)
Net assets 24,611 20,170
Equity
Issued capital 719 719
Share premium 792 791
Capital redemption reserve 43 43
Share-based payment reserve 35 42
Translation reserve 1 (6)
Capital reserve 21,257 17,154
Revenue reserve 1,845 1,519
Own shares (81) (92)
Total equity 24,611 20,170
The Notes to the accounts section forms an integral part of these financial
statements
David Hutchison
Chair
14 May 2025
Consolidated statement of changes in equity
for the year to 31 March
2025 Share Share Capital Share- Translation Capital Revenue Own Total
capital premium redemption based reserve reserve1 reserve1 shares equity
£m £m reserve payment £m £m £m £m £m
£m reserve
£m
Total equity at the start of the year 719 791 43 42 (6) 17,154 1,519 (92) 20,170
Profit for the year - - - - - 4,535 503 - 5,038
Exchange differences on translation of foreign operations - - - - 7 - - - 7
Re-measurements of defined benefit plans - - - - - 4 - - 4
Total comprehensive income for the year - - - - 7 4,539 503 - 5,049
Share-based payments - - - 16 - - - - 16
Release on exercise/forfeiture of share awards - - - (23) - - 23 - -
Exercise of share awards - - - - - (11) - 11 -
Ordinary dividends - - - - - (425) (200) - (625)
Issue of ordinary shares - 1 - - - - - - 1
Total equity at the end of the year 719 792 43 35 1 21,257 1,845 (81) 24,611
1 Refer to Note 19 in our Annual report and accounts 2025 for the nature of
the capital and revenue reserves.
2024 Share Share Capital Share- Translation Capital Revenue Own Total
capital premium redemption based reserve reserve1 reserve1 shares equity
£m £m reserve payment £m £m £m £m £m
£m reserve
£m
Total equity at the start of the year 719 790 43 31 (2) 14,044 1,327 (108) 16,844
Profit for the year - - - - - 3,309 527 - 3,836
Exchange differences on translation of foreign operations - - - - (4) - - - (4)
Re-measurements of defined benefit plans - - - - - 7 - - 7
Total comprehensive income for the year - - - - (4) 3,316 527 - 3,839
Share-based payments - - - 27 - - - - 27
Release on exercise/forfeiture of share awards - - - (16) - - 16 - -
Exercise of share awards - - - - - (16) - 16 -
Ordinary dividends - - - - - (190) (351) - (541)
Issue of ordinary shares - 1 - - - - - - 1
Total equity at the end of the year 719 791 43 42 (6) 17,154 1,519 (92) 20,170
1 Refer to Note 19 in our Annual report and accounts 2025 for the nature of
the capital and revenue reserves.
The Notes to the accounts section forms an integral part of these financial
statements.
Consolidated cash flow statement
for the year to 31 March
2025 2024
£m £m
Cash flow from operating activities
Purchase of investments (150) (506)
Proceeds from investments 1,107 543
Amounts paid to investment entity subsidiaries (1,537) (674)
Amounts received from investment entity subsidiaries 865 580
Net cash flow from derivatives 113 69
Portfolio interest received 6 5
Portfolio dividends received 420 366
Portfolio fees received 7 12
Fees received from external funds 65 74
Carried interest and performance fees received 44 58
Carried interest and performance fees paid (23) (53)
Operating expenses paid (122) (121)
Co-investment loans (paid)/received (35) 5
Tax paid (3) (3)
Other cash income 1 2
Other cash expenses (10) -
Interest received 15 9
Net cash flow from operating activities 763 366
Cash flow from financing activities
Issue of shares 1 1
Dividends paid (625) (541)
Proceeds from long-term borrowing - 422
Lease payments (6) (6)
Interest paid (60) (40)
Net cash flow from financing activities (690) (164)
Cash flow from investing activities
Purchases of property, plant and equipment (16) (3)
Net cash flow from investing activities (16) (3)
Change in cash and cash equivalents 57 199
Cash and cash equivalents at the start of the year 358 162
Effect of exchange rate fluctuations (3) (3)
Cash and cash equivalents at the end of the year 412 358
The Notes to the accounts section forms an integral part of these financial
statements
Material accounting policies
Reporting entity
3i Group plc (the "Company") is a public limited company incorporated and
domiciled in England and Wales. The consolidated financial statements ("the
Group accounts") for the year to 31 March 2025 comprise the financial
statements of the Company and its consolidated subsidiaries (collectively,
"the Group").
The Group accounts have been prepared and approved by the Directors in
accordance with section 395 of the Companies Act 2006 and the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The
Company has taken advantage of the exemption in section 408 of the Companies
Act 2006 not to present its Company statement of comprehensive income and
related Notes.
A Basis of preparation
The Group and Company accounts have been prepared and approved by the
Directors in accordance with UK-adopted international accounting standards.
The financial statements are presented to the nearest million sterling (£m),
the functional currency of the Company.
The Group and Company did not implement the requirements of any new standards
in issue for the year ended 31 March 2025.
The IASB introduced a new IFRS Accounting Standard IFRS 18 to replace IAS 1
Presentation of Financial Statements. This new standard establishes detailed
requirements for classifying and aggregating income and expenses in the income
statement, as well as disclosure obligations for management defined
performance measures. The standard applies for annual reporting periods
beginning on or after 1 January 2027; however, it has not yet been endorsed
for use in the UK.
Going concern
These financial statements have been prepared on a going concern basis as
disclosed in the Directors' report. The Directors have made an assessment of
going concern for a period of at least 12 months from the date of approval of
the accounts, taking into account the Group's current performance, financial
position and the principal and emerging risks facing the business.
The Directors' assessment of going concern, which takes into account the
business model (further detail in our Annual report and accounts 2025) and the
Group's liquidity of £1,323 million, indicates that the Group and parent
company will have sufficient funds to continue as a going concern, for at
least the next 12 months from the date of approval of the accounts. As
detailed within the Financial review earlier in this document, on the
Investment basis the Group covers its cash operating expenses of £129 million
at 31 March 2025, with cash income generated by our Private Equity and
Infrastructure businesses and Scandlines of £598 million at 31 March 2025.
The Group's liquidity comprises cash and deposits of £423 million (31 March
2024: £396 million) and an undrawn multi-currency facility of £900 million
(31 March 2024: £900 million), which has no financial covenants.
As a proprietary investor, the Group has a long-term, responsible investment
approach, and is not subject to external pressure to realise investments
before optimum value can be achieved. The Board has the ability to take
certain actions to help support the Group in adverse circumstances. Mitigating
actions within management control during extended periods of low liquidity
include, for example, drawing on the existing RCF or temporarily reducing new
investment levels. The Group manages liquidity with the aim of ensuring it is
adequate and sufficient, by regular monitoring of investments, realisations,
operating expenses and portfolio cash income and there have been no post
balance sheet changes that would be materially detrimental to liquidity. The
Directors are of the opinion that the Group's cash flow forecast is sufficient
to support the Group given the current market, economic conditions and
outlook.
Having performed the assessment on going concern, the Directors considered it
appropriate to prepare the financial statements of the Company and Group on a
going concern basis, and have concluded that the Group has sufficient
financial resources, is well placed to manage business risks in the current
economic environment, and can continue operations for a period of at least 12
months from the date of issue of these financial statements.
B Basis of consolidation
In accordance with IFRS 10, the Company meets the criteria as an investment
entity and therefore is required to recognise subsidiaries that also qualify
as investment entities at fair value through profit or loss. It does not
consolidate the investment entities it controls. Subsidiaries that provide
investment-related services, such as advisory, management or employment
services, are not accounted for at fair value through profit and loss and
continue to be consolidated unless those subsidiaries qualify as investment
entities, in which case they are recognised at fair value.
Subsidiaries are entities controlled by the Group. Control, as defined by IFRS
10, is achieved when the Group has all of the following:
•power over the relevant activities of the investee;
•exposure, or rights, to variable returns from its involvement with the
investee; and
•the ability to affect those returns through its power over the investee.
The Group is required to determine the degree of control or influence the
Group exercises and the form of any control to ensure that the financial
treatment is accurate.
Subsidiaries are fully consolidated from the date on which the Group
effectively obtains control. All intragroup balances and transactions
with subsidiaries are eliminated upon consolidation. Subsidiaries are
de-consolidated from the date that control ceases.
The Group comprises several different types of subsidiaries. For a new
subsidiary, the Group assesses whether it qualifies as an investment entity
under IFRS 10, based on the function the entity performs within the Group. For
existing subsidiaries, the Group annually reassesses the function performed by
each type of subsidiary to determine if the treatment under IFRS 10 exception
from consolidation is still appropriate. The types of subsidiaries and their
treatment under IFRS 10 are as follows:
General Partners ("GPs") - Consolidated
General Partners provide investment management services and do not hold any
direct investments in portfolio assets. These entities are not investment
entities.
Investment managers/advisers - Consolidated
These entities provide investment-related services through the provision of
investment management or advice. They do not hold any direct investments in
portfolio assets. These entities are not investment entities.
Holding companies of investment managers/advisers - Consolidated
These entities provide investment related services through their subsidiaries.
Typically they do not hold any direct investment in portfolio assets and these
entities are not investment entities.
Limited partnerships and other intermediate investment holding structures -
Fair valued
The Group makes investments in portfolio assets through its ultimate parent
company, as well as through other limited partnerships and corporate
subsidiaries, which the Group has created to align the interests of the
investment teams with the performance of the assets, through the use of
various carried interest schemes. The purpose of these limited partnerships
and corporate holding vehicles, many of which also provide investment-related
services, is to invest for investment income and capital appreciation. These
partnerships and corporate subsidiaries meet the definition of an investment
entity and are accounted for at fair value through profit and loss.
Portfolio investments - Fair valued
Under IFRS 10, the test for accounting subsidiaries takes wider factors of
control as well as actual equity ownership into account. In accordance with
the investment entity exception, these entities have been held at fair value
with movements in fair value being recognised in profit or loss.
Associates - Fair valued
Associates are those entities in which the Group has significant influence,
but not control, over the financial and operating policies. Investments that
are held as part of the Group's investment portfolio are carried in the
Consolidated statement of financial position at fair value even though the
Group may have significant influence over those companies.
Further detail on our application of IFRS 10 can be found in the
Reconciliation of Investment basis to IFRS section.
C Critical accounting judgements and estimates
The reported results of the Group are sensitive to the accounting policies,
assumptions and estimates that underpin the preparation of its financial
statements. UK company law and IFRS require the Directors, in preparing the
Group's financial statements, to select suitable accounting policies, apply
them consistently and make judgements and estimates that are reasonable and
prudent. The Group's estimates and assumptions are based on historical
experience and expectation of future events and are reviewed periodically. The
actual outcome may be materially different from that anticipated.
(a) Critical judgements
In the course of preparing the financial statements, one judgement has been
made in the process of applying the Group's accounting policies, other than
those involving estimations, that has had a significant effect on the amounts
recognised in the financial statements as follows.
I. Assessment as an investment entity
The Board has concluded that the Company continues to meet the definition of
an investment entity, as its strategic objective of investing in portfolio
investments and providing investment management services to investors for the
purpose of generating returns in the form of investment income and capital
appreciation remains unchanged.
(b) Critical estimates
In addition to these significant judgements the Directors have made one
estimate, which they deem to have a significant risk of resulting in a
material adjustment to the amounts recognised in the financial statements
within the next financial year. The detail of this estimates is as follows:
I. Fair valuation of the investment portfolio
The investment portfolio, a material group of assets of the Group, is held at
fair value. Details of valuation methodologies used and the associated
sensitivities are disclosed in Note 13 Fair values of assets and liabilities
in our Annual report and accounts 2025. Given the importance of this area, the
Board has a separate Valuations Committee to review the valuations policies,
process and application to individual investments. A report on the activities
of the Valuations Committee (including a review of the assumptions made) is
included in the Valuations Committee report in our Annual report and accounts
2025.
In the comparative year carried interest payable was a critical estimate.
Following the payment of £521 million of carried interest this year and the
sensitivity being immaterial, carried interest payable is no longer considered
a critical estimate for the year to 31 March 2025.
D Other accounting policies
(a) Gross investment return
Gross investment return is equivalent to "revenue" for the purposes of IAS 1.
It represents the overall increase in net assets from the investment portfolio
net of deal-related costs and includes foreign exchange movements in respect
of the investment portfolio. The substantial majority is investment income and
outside the scope of IFRS 15. It is analysed into the following components
with the relevant standard shown where appropriate:
i. Realised profits or losses over value on the disposal of investments are
the difference between the fair value of the consideration received in
accordance with IFRS 13 less any directly attributable costs, on the sale of
equity and the repayment of interest income from the investment portfolio, and
its carrying value at the start of the accounting period, converted into
sterling using the exchange rates in force at the date of disposal. See Note 2
in our Annual report and accounts 2025 for more details.
ii. Unrealised profits or losses on the revaluation of investments are the
movement in the fair value of investments in accordance with IFRS 13 between
the start and end of the accounting period converted into sterling using the
exchange rates in force at the date of fair value assessment. See Note 3 in
our Annual report and accounts 2025 for more details.
iii. Fair value movements on investment entity subsidiaries are the movements
in the fair value of Group subsidiaries which are classified as investment
entities under IFRS 10. The Group makes investments in portfolio assets
through these entities which are usually limited partnerships or corporate
subsidiaries. See Note 12 in our Annual report and accounts 2025 for more
details.
iv. Portfolio income is that portion of income that is directly related to the
return from individual investments. It is recognised to the extent that it is
probable that there will be economic benefit and the income can be reliably
measured. The following specific recognition criteria must be met before the
income is recognised:
•Dividends from equity investments are recognised in profit or loss when the
shareholders' rights to receive payment is established;
•Interest income from the investment portfolio is recognised as it accrues.
When the fair value of an investment is assessed to be below the principal
value of a loan, the Group recognises a provision against any interest accrued
from the date of the assessment going forward until the investment is assessed
to have recovered in value; and
•The accounting policy for fee income is included in Note 4 in our Annual
report and accounts 2025 for more details.
v. Foreign exchange on investments arises on investments made in currencies
that are different from the functional currency of the Company, being
sterling. Investments are translated at the exchange rate ruling at the date
of the transaction in accordance with IAS 21. At each subsequent reporting
date, investments are translated to sterling at the exchange rate ruling at
that date.
vi. Movement in the fair value of derivatives relates to the change in fair
value of forward foreign exchange contracts which have been used to minimise
foreign currency risk in the investment portfolio. See Note 17 in our Annual
report and accounts 2025 for more details.
(b) Foreign currency translation
For the Company and those subsidiaries and associates whose balance sheets are
denominated in sterling, which is the Company's functional and presentational
currency, monetary assets and liabilities and non-monetary assets held at fair
value denominated in foreign currencies are translated into sterling at the
closing rates of exchange at the balance sheet date. Foreign currency
transactions are translated into sterling at the average rates of exchange
over the year and exchange differences arising are taken to profit or loss.
The statements of financial position of subsidiaries, which are not held at
fair value, denominated in foreign currencies are translated into sterling at
the closing rates. The statements of comprehensive income for these
subsidiaries and associates are translated at the average rates and exchange
differences arising are taken to other comprehensive income. Such exchange
differences are reclassified to profit or loss in the period in which the
subsidiary or associate is disposed of.
(c) Treasury assets and liabilities
Short-term treasury assets, and short and long-term treasury liabilities are
used in order to manage cash flows.
Cash and cash equivalents comprise cash at bank and amounts held in money
market funds which are readily convertible into cash and there is an
insignificant risk of changes in value. Financial assets and liabilities are
recognised in the balance sheet when the relevant Group entity becomes a party
to the contractual provisions of the instrument. Derecognition occurs when
rights to cash flows from a financial asset expire, or when a liability is
extinguished.
Notes to the accounts
1 Segmental analysis
Operating segments are the components of the Group whose results are regularly
reviewed by the Group's chief operating decision maker to make decisions
about resources to be allocated to the segment and assess its performance.
The Chief Executive, who is considered to be the chief operating decision
maker, managed the Group on the basis of business divisions determined with
reference to market focus, geographic focus, investment funding model and the
Group's management hierarchy. A description of the activities, including
returns generated by these divisions and the allocation of resources, is given
in the Strategic report. For the geographical segmental split, revenue
information is based on the locations of the assets held. To aid the readers'
understanding we have split out Action, Private Equity's largest asset, into
a separate column. Action is not regarded as a reported segment as the chief
operating decision maker reviews performance, makes decisions and allocates
resources to the Private Equity segment, which includes Action.
The segmental information that follows is presented on the basis used by the
Chief Executive to monitor the performance of the Group. The reported
segments are Private Equity, Infrastructure and Scandlines.
The segmental analysis is prepared on the Investment basis. The Investment
basis is an APM and we believe it provides a more understandable view of
performance. For more information on the Investment basis and a reconciliation
between the Investment basis and IFRS can be found in the Reconciliation of
Investment basis and IFRS section earlier in this document.
Investment basis Private Of which Infrastructure Scandlines Total3
Year to 31 March 2025 Equity Action £m £m £m
£m £m
Realised profits over value on the disposal of investments 50 - 1 - 51
Unrealised profits on the revaluation of investments 4,803 4,324 17 19 4,839
Portfolio income
Dividends 450 433 37 22 509
Interest income from investment portfolio 69 - 12 - 81
Fees receivable 14 5 (4) - 10
Foreign exchange on investments (340) (255) (11) (10) (361)
Movement in the fair value of derivatives 67 44 - 15 82
Gross investment return 5,113 4,551 52 46 5,211
Fees receivable from external funds 3 - 61 - 64
Operating expenses (98) - (49) (3) (150)
Interest receivable 18
Interest payable (65)
Exchange movements 20
Other income -
Operating profit before carried interest 5,098
Carried interest
Carried interest and performance fees receivable - - 29 - 29
Carried interest and performance fees payable (70) - (11) - (81)
Operating profit before tax 5,046
Tax charge (1)
Profit for the year 5,045
Other comprehensive income
Re-measurements of defined benefit plans 4
Total return 5,049
Realisations1 1,827 1,164 10 - 1,837
Cash investment (1,177) (768) (4) (1) (1,182)
Net divestment/(investment) 650 396 6 (1) 655
Balance sheet
Opening portfolio value at 1 April 2024 19,629 14,158 1,488 519 21,636
Investment2 1,318 768 4 1 1,323
Value disposed (1,777) (1,164) (9) - (1,786)
Unrealised value movement 4,803 4,324 17 19 4,839
Foreign exchange and other movements (415) (255) (8) (10) (433)
Closing portfolio value at 31 March 2025 23,558 17,831 1,492 529 25,579
Please refer to footnotes on the following page.
Segmental analysis continued
1 Realised proceeds may differ from cash proceeds due to timing of cash
receipts. During the year, Private Equity recognised £1,827 million of
realised proceeds, of which £1 million related to withholding tax. In
addition, £5 million of cash proceeds were received, which had been
recognised as realised proceeds in FY2024.
2 Includes capitalised interest.
3 The total is the sum of Private Equity, Infrastructure and Scandlines, "Of
which Action" is part of Private Equity.
Interest receivable, interest payable, exchange movements, the tax charge and
re-measurements of defined benefit plans are not managed by segment by the
chief operating decision maker and therefore have not been allocated to a
specific segment.
Investment basis Private Of which Infrastructure Scandlines Total4
£m
Year to 31 March 2024 Equity Action £m £m
£m £m
Realised losses over value on the disposal of investments - - (4) - (4)
Unrealised profits/(losses) on the revaluation of investments 3,874 3,609 72 (20) 3,926
Portfolio income
Dividends 439 377 35 25 499
Interest income from investment portfolio 80 - 11 - 91
Fees receivable 7 6 (6) - 1
Foreign exchange on investments (437) (332) (9) (15) (461)
Movement in the fair value of derivatives 96 58 - 20 116
Gross investment return 4,059 3,718 99 10 4,168
Fees receivable from external funds 4 68 - 72
Operating expenses (92) (52) (3) (147)
Interest receivable 13
Interest payable (61)
Exchange movements 29
Other income 3
Operating profit before carried interest 4,077
Carried interest
Carried interest and performance fees receivable - 62 - 62
Carried interest and performance fees payable (262) (43) - (305)
Operating profit before tax 3,834
Tax charge (2)
Profit for the year 3,832
Other comprehensive income
Re-measurements of defined benefit plans 7
Total return 3,839
Realisations1 866 762 22 - 888
Cash investment2 (556) (455) (36) (1) (593)
Net divestment/(investment) 310 307 (14) (1) 295
Balance sheet
Opening portfolio value at 1 April 2023 16,425 11,188 1,409 554 18,388
Investment3 683 455 36 1 720
Value disposed (866) (762) (26) - (892)
Unrealised value movement 3,874 3,609 72 (20) 3,926
Foreign exchange and other movements (487) (332) (3) (16) (506)
Closing portfolio value at 31 March 2024 19,629 14,158 1,488 519 21,636
1 Realised proceeds may differ from cash proceeds due to timing of cash
receipts. During the year, Private Equity recognised £866 million of realised
proceeds, of which £5 million relates to withholding tax.
2 Cash investment per the segmental analysis is different to cash investment
per the cash flow due to a £10 million investment in Private Equity which was
recognised in FY2023 and paid in FY2024.
3 Includes capitalised interest.
4 The total is the sum of Private Equity, Infrastructure and Scandlines, "Of
which Action" is part of Private Equity.
Interest receivable, interest payable, exchange movements, other income, the
tax charge and re-measurements of defined benefit plans are not managed by
segment by the chief operating decision maker and therefore have not been
allocated to a specific segment.
Segmental analysis continued
Investment basis Europe North Other Total
Year to 31 March 2025 £m America £m £m
£m
Realised profits over value on the disposal of investments 50 1 - 51
Unrealised profits/(losses) on the revaluation of investments 4,853 (11) (3) 4,839
Portfolio income 588 13 (1) 600
Foreign exchange on investments (316) (44) (1) (361)
Movement in fair value of derivatives 65 17 - 82
Gross investment return 5,240 (24) (5) 5,211
Realisations 1,826 11 - 1,837
Cash investment (1,118) (64) - (1,182)
Net divestment/(investment) 708 (53) - 655
Balance sheet
Closing portfolio value at 31 March 2025 23,431 2,126 22 25,579
Investment basis Europe North Other Total
£m America £m £m
Year to 31 March 2024 £m
Realised losses over value on the disposal of investments (1) (3) - (4)
Unrealised profits on the revaluation of investments 3,919 7 - 3,926
Portfolio income 579 12 - 591
Foreign exchange on investments (416) (44) (1) (461)
Movement in fair value of derivatives 88 28 - 116
Gross investment return 4,169 - (1) 4,168
Realisations 865 22 1 888
Cash investment (532) (61) - (593)
Net (investment)/divestment 333 (39) 1 295
Balance sheet
Closing portfolio value at 31 March 2024 19,485 2,124 27 21,636
2 Per share information
The calculation of basic net assets per share is based on the net assets and
the number of shares in issue at the year end. When calculating the diluted
net assets per share, the number of shares in issue is adjusted for the effect
of all dilutive share awards. Dilutive share awards are equity awards with
performance conditions attached, see Note 26 in our Annual report and accounts
2025.
2025 2024
Net assets per share (£)
Basic 25.49 20.92
Diluted 25.42 20.85
Net assets (£m)
Net assets attributable to equity holders of the Company 24,611 20,170
2025 2024
Number of shares in issue
Ordinary shares 973,398,978 973,366,445
Own shares (7,979,305) (8,997,664)
965,419,673 964,368,781
Effect of dilutive potential ordinary shares
Share awards 2,665,677 3,104,739
Diluted shares 968,085,350 967,473,520
The calculation of basic earnings per share is based on the profit
attributable to shareholders and the weighted average number of shares in
issue. The weighted average shares in issue for the year to 31 March 2025 are
965,214,237 (2024: 964,007,876). When calculating the diluted earnings per
share, the weighted average number of shares in issue is adjusted for the
effect of all dilutive share awards. The diluted weighted average shares in
issue for the year to 31 March 2025 are 967,799,507 (2024: 966,901,059)
2025 2024
Earnings per share (pence)
Basic 522.0 397.9
Diluted 520.6 396.7
Earnings (£m)
Profit for the year attributable to equity holders of the Company 5,038 3,836
3 Dividends
2025 2025 2024 2024
pence per £m pence per £m
share share
Declared and paid during the year
Ordinary shares
Second dividend 34.50 332 29.75 286
First dividend 30.50 293 26.50 255
65.00 625 56.25 541
Proposed dividend 42.50 408 34.50 332
The Group introduced a simplified dividend policy in May 2018. In accordance
with this policy, subject to maintaining a conservative balance sheet
approach, the Group aims to maintain or grow the dividend each year. The first
dividend has been set at 50% of the prior year's total dividend.
The dividend can be paid out of either the capital reserve or the revenue
reserve subject to the investment trust rules, see Note 19 in our Annual
report and accounts 2025 and the statement of changes in equity on previous
pages for details of reserves.
The distributable reserves of the Company are £10,488 million (31 March 2024:
£8,282 million) and the Board reviews the distributable reserves bi-annually,
including consideration of any material changes since the most recent audited
accounts, ahead of proposing any dividend. The Board also reviews the proposed
dividends in the context of the requirements of being an approved investment
trust. Shareholders are given the opportunity to approve the total dividend
for the year at the Company's Annual General Meeting. Details of the Group's
continuing viability and going concern can be found in the Risk management
section of our Annual report and accounts 2025.
20 large investments
The 20 investments listed below account for 95% of the portfolio at 31 March
2025 (31 March 2024: 95%). One portfolio company has been excluded due to
commercial sensitivity. All investments have been assessed to establish
whether they classify as accounting subsidiaries under IFRS and/or
subsidiaries under the UK Companies Act. This assessment forms the basis of
our disclosure of accounting subsidiaries in the financial statements.
The UK Companies Act defines a subsidiary based on voting rights, with a
greater than 50% majority of voting rights resulting in an entity being
classified as a subsidiary. IFRS 10 applies a wider test and, if a Group is
exposed, or has rights to variable returns from its involvement with the
investee and has the ability to affect these returns through its power over
the investee then it has control, and hence the investee is deemed an
accounting subsidiary. Controlled subsidiaries under IFRS are noted below.
None of these investments are UK Companies Act subsidiaries.
In accordance with Part 5 of The Alternative Investment Fund Managers
Regulations 2013 ("the Regulations"), 3i Investments plc, as AIFM, requires
all controlled portfolio companies to make available to employees an annual
report which meets the disclosure requirements of the Regulations. These are
available either on the portfolio company's website or through filing with the
relevant local authorities.
Residual Residual
Business line cost1 cost1 Valuation2 Valuation2
Geography March March March March
Investment First invested in 2025 2024 2025 2024 Relevant transactions
Description of business Valuation basis £m £m £m £m in the year
Action* Private Equity 1,877 1,108 17,831 14,158 £1,164 million of capital
General merchandise discount retailer Netherlands restructuring proceeds,
2011 £433 million cash
Earnings dividends received and
reinvestment of £768 million
Royal Sanders* Private Equity 204 165 865 580 Acquisition of Karium in
Private label and contract manufacturing producer of personal care products Netherlands June 2024 and Treaclemoon
2018 in February 2025.
Earnings £39m further investment
3i Infrastructure plc* Infrastructure 305 305 856 879 £33 million dividend
Quoted investment company, investing in infrastructure UK received
2007
Quoted
Cirtec Medical* Private Equity 172 172 614 586
Outsourced medical device manufacturing US
2017
Earnings
Scandlines Scandlines 531 530 529 519 £22 million dividend
Ferry operator between Denmark and Germany Denmark/Germany received
2018
DCF
AES Private Equity 30 30 419 403 £4 million dividend received.
Manufacturer of mechanical seals and provider of reliability services UK Acquired Condition
1996 Monitoring Services in
Earnings August 2024 and PSS
Marine Seal in October 2024
Tato Private Equity 2 2 382 335 £13 million dividend
Manufacturer and seller of specialty chemicals UK received
1989
Earnings
Evernex* Private Equity 332 316 350 331 Acquired Ultra Support
Provider of third-party maintenance services for data centre infrastructure France in November 2024
2019
Earnings
Residual Residual
Business line cost1 cost1 Valuation2 Valuation2
Geography March March March March
Investment First invested in 2025 2024 2025 2024 Relevant transactions
Description of business Valuation basis £m £m £m £m in the year
SaniSure* Private Equity 76 76 324 334
Manufacturer, distributor and interator of single-use bioprocessing systems US
and components
2019
Earnings
Smarte Carte* Infrastructure 196 194 308 306 £6 million interest income
Provider of self-serve vended luggage carts, electronic lockers and concession US received
carts
2017
DCF
European Bakery Group* Private Equity 63 84 278 267 Return of funding of
Industrial bakery group specialised in bake-off bread and snack products Netherlands £22 million
2021
Earnings
Audley Travel* Private Equity 338 303 276 192
Provider of experiential tailor-made travel UK
2015
Earnings
ten23 health* Private Equity 183 129 250 192 £54 million further
Biologics focused CDMO Switzerland investment
2021
Other
Luqom* Private Equity 273 262 218 222
Online lighting specialist retailer Germany
2017
Earnings
Q Holding* Private Equity 162 162 172 150
Manufacturer of catheter products serving the medical device market US
2014
Earnings
xSuite* Private Equity 98 93 122 98 £5 million invested to
Accounts payable process automation specialist focused on the SAP ecosystem Germany support the acquisition of
2022 tangro in June 2024
Earnings
BoConcept* Private Equity 131 121 121 133
Urban living designer Denmark
2016
Earnings
WaterWipes* Private Equity 121 - 117 - Acquired in January 2025
Global, premium, natural wet wipe brand UK
2025
Price of recent investment
MAIT* Private Equity 53 53 110 100 Acquired CAD 'N ORG and
IT services provider of PLM & ERP software applications and IT Germany ISAP in April 2024, and TFH
infrastructure solutions for larger SME clients in the DACH region
2021 Technical Services in
Earnings November 2024
Dynatect* Private Equity 65 65 108 130
Manufacturer of engineered, mission critical protective equipment US
2014
Earnings
5,212 4,170 24,250 19,915
* Controlled in accordance with IFRS.
1 Residual cost includes cash investment and interest, net of cost disposed.
2 Valuation represents our unrealised value at the relevant date and does not
include any realised proceeds and dividends received under our ownership.
List of Directors and their functions
The Directors of the Company and their functions are listed below:
David Hutchison, Chairman
Simon Borrows, Chief Executive and Executive Director
James Hatchley, Group Finance Director and Executive Director
Jasi Halai, Chief Operating Officer and Executive Director
Stephen Daintith, Independent non-executive Director
Lesley Knox, Senior Independent non-executive Director
Coline McConville, Independent non-executive Director
Peter McKellar, Independent non-executive Director
Hemant Patel, Independent non-executive Director
Alexandra Schaapveld, Independent non-executive Director
By order of the Board
K J Dunn
Company Secretary
14 May 2025
Registered Office: 1 Knightsbridge, London, SW1X 7LX
Glossary
Alternative Investment Funds ("AIFs") At 31 March 2025, 3i Investments plc as
AIFM, managed seven AIFs. These were 3i Group plc, 3i Growth Capital B LP, 3i
Growth Capital C LP, 3i Europartners Va LP, 3i Europartners Vb LP, 3i Managed
Infrastructure Acquisitions LP and 3i Infrastructure plc.
Alternative Investment Fund Manager ("AIFM") is the regulated manager of AIFs.
Within 3i, these are 3i Investments plc and 3i Investments (Luxembourg) SA.
Approved Investment Trust Company This is a particular UK tax status
maintained by 3i Group plc, the parent company of 3i Group. An approved
Investment Trust company is a UK company which meets certain conditions set
out in the UK tax rules which include a requirement for the company to
undertake portfolio investment activity that aims to spread investment risk
and for the company's shares to be listed on an approved exchange. The
"approved" status for an investment trust must be agreed by the UK tax
authorities and its benefit is that certain profits of the company,
principally its capital profits, are not taxable in the UK.
Assets under management ("AUM") A measure of the total assets that 3i has to
invest or manages on behalf of shareholders and third-party investors for
which it receives a fee. AUM is measured at fair value. In the absence of a
third-party fund in Private Equity, it is not a measure of fee generating
capability.
B2B Business-to-business.
Board The Board of Directors of the Company.
CAGR is the compound annual growth rate.
Capital redemption reserve is established in respect of the redemption of the
Company's ordinary shares.
Capital reserve recognises all profits and losses that are capital in nature
or have been allocated to capital. Following changes to the Companies Act, the
Company amended its Articles of Association at the 2012 Annual General Meeting
to allow these profits to be distributable by way of a dividend.
Carried interest payable is accrued on the realised and unrealised profits
generated taking relevant performance hurdles into consideration, assuming all
investments were realised at the prevailing book value. Carried interest is
only actually paid when the relevant performance hurdles are met and the
accrual is discounted to reflect expected payment periods.
Carried interest receivable The Group earns a share of profits from funds
which it manages on behalf of third parties. These profits are earned when the
funds meet certain performance conditions and are paid by the fund once these
conditions have been met on a cash basis. The carried interest receivable may
be subject to clawback provisions if the performance of the fund deteriorates
following carried interest being paid.
CDMO stands for a contract development and manufacturing organisation.
Company 3i Group plc.
DACH The region covering Austria, Germany and Switzerland.
DCF Discounted cash flow.
Discounting The reduction in present value at a given date of a future cash
transaction at an assumed rate, using a discount factor reflecting the time
value of money.
EBITDA is defined as earnings before interest, taxation, depreciation and
amortisation and is used as the typical measure of portfolio company
performance.
EBITDA multiple Calculated as the enterprise value over EBITDA, it is used to
determine the value of a company.
Executive Committee The Executive Committee is responsible for the day-to-day
running of the Group.
Fair value movements on investment entity subsidiaries The movement in the
carrying value of Group subsidiaries, classified as investment entities under
IFRS 10, between the start and end of the accounting period converted into
sterling using the exchange rates at the date of the movement.
Fair value through profit or loss ("FVTPL") is an IFRS measurement basis
permitted for assets and liabilities which meet certain criteria. Gains and
losses on assets and liabilities measured as FVTPL are recognised directly in
the Statement of comprehensive income.
Fee income (or Fees receivable) is earned for providing services to 3i's
portfolio companies and predominantly falls into one of two categories.
Negotiation and other transaction fees are earned for providing transaction
related services. Monitoring and other ongoing service fees are earned for
providing a range of services over a period of time.
Fees receivable from external funds are earned for providing management and
advisory services to a variety of fund partnerships and other entities. Fees
are typically calculated as a percentage of the cost or value of the assets
managed during the year and are paid quarterly, based on the assets under
management to date.
Foreign exchange on investments arises on investments made in currencies that
are different from the functional currency of the Company. Investments are
translated at the exchange rate ruling at the date of the transaction. At
each subsequent reporting date investments are translated to sterling at the
exchange rate ruling at that date.
Gross investment return ("GIR") includes profit and loss on realisations,
increases and decreases in the value of the investments we hold at the end of
a period, any income received from the investments such as interest, dividends
and fee income, movements in the fair value of derivatives and foreign
exchange movements. GIR is measured as a percentage of the opening portfolio
value.
Interest income from investment portfolio is recognised as it accrues. When
the fair value of an investment is assessed to be below the principal value of
a loan, the Group recognises a provision against any interest accrued from the
date of the assessment going forward until the investment is assessed to have
recovered in value.
International Financial Reporting Standards ("IFRS") are accounting standards
issued by the International Accounting Standards Board ("IASB"). The Group's
consolidated financial statements are prepared in accordance with UK adopted
international accounting standards.
Investment basis Accounts prepared assuming that IFRS 10 had not been
introduced. Under this basis, we fair value portfolio companies at the level
we believe provides useful comprehensive financial information. The commentary
in the Strategic report refers to this basis as we believe it provides a more
understandable view of our performance.
IRR Internal Rate of Return.
Key Performance Indicator ("KPI") is a measure by reference to which the
development, performance or position of the Group can be measured effectively.
Like-for-like compare financial results in one period with those for the
previous period.
Liquidity includes cash and cash equivalents (as per the Investment basis
Consolidated cash flow statement) and undrawn RCF.
Money multiple is calculated as the cumulative distributions plus any residual
value divided by paid-in capital.
Net asset value ("NAV") is a measure of the fair value of our proprietary
investments and the net costs of operating the business.
Operating cash profit is the difference between our cash income (consisting of
portfolio interest received, portfolio dividends received, portfolio fees
received and fees received from external funds as per the Investment basis
Consolidated cash flow statement) and our operating expenses and lease
payments (as per the Investment basis Consolidated cash flow statement).
Operating profit includes gross investment return, management fee income
generated from managing external funds, the costs of running our business, net
interest payable, exchange movements, other income, carried interest and tax.
Organic growth is the growth a company achieves by increasing output and
enhancing sales internally.
Portfolio income is that which is directly related to the return from
individual investments. It is comprised of dividend income, income from loans
and receivables and fee income.
Proprietary Capital is shareholders' capital which is available to invest to
generate profits.
Public Private Partnership ("PPP") is a government service or private business
venture which is funded and operated through a partnership of government and
one or more private sector companies.
Realised profits or losses over value on the disposal of investments is the
difference between the fair value of the
consideration received, less any directly attributable costs, on the sale of
equity and the repayment of loans and receivables and its carrying value at
the start of the accounting period, converted into sterling using the exchange
rates at the date of disposal.
Revenue reserve recognises all profits and losses that are revenue in nature
or have been allocated to revenue.
Revolving Credit Facility ("RCF") The Group has access to a credit line which
allows us to access funds when required to improve our liquidity.
Run-rate is a financial performance metric, which captures the future
predicted growth of a portfolio company's financial performance.
Segmental reporting Operating segments are reported in a manner consistent
with the internal reporting provided to the Chief Executive who is considered
to be the Group's chief operating decision maker. All transactions between
business segments are conducted on an arm's length basis, with intrasegment
revenue and costs being eliminated on consolidation. Income and expenses
directly associated with each segment are included in determining business
segment performance.
Share-based payment reserve is a reserve to recognise those amounts in
retained earnings in respect of share-based payments.
SORP means the Statement of Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts.
Syndication is the sale of part of our investment in a portfolio company to a
third party, usually within 12 months of our initial investment and for the
purposes of facilitating investment by a co-investor or portfolio company
management in line with our original investment plan. A syndication is treated
as a negative investment rather than a realisation.
Total return comprises operating profit less tax charge less movement in
actuarial valuation of the historic defined benefit pension scheme.
Total Shareholder Return ("TSR") is the measure of the overall return to
shareholders and includes the movement in the share price and any dividends
paid, assuming that all dividends are reinvested on their ex-dividend date.
Translation reserve comprises all exchange differences arising from the
translation of the financial statements of international operations.
Unrealised profits or losses on the revaluation of investments is the movement
in the carrying value of investments between the start and end of the
accounting period converted into sterling using the exchange rates at the date
of the movement.
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