REG - 3i Group PLC - Results for the six months to 30 September 2025
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RNS Number : 3243H 3i Group PLC 13 November 2025
13 November 2025
3i Group plc announces results for the six months to 30 September 2025
3i Group delivered strong performance in the first half of FY2026
• Total return of £3,291 million or 13% on opening shareholders' funds
(September 2024: £2,046 million, 10%). NAV per share of 2,857 pence (31 March
2025: 2,542 pence), including a 78 pence per share gain on foreign exchange
translation (September 2024: 48 pence per share loss), and after the payment
of the 42.5 pence per share second FY2025 dividend in July 2025.
• Our Private Equity business delivered a gross investment return of £3,234
million or 14% (September 2024: £2,071 million, 11%). Action continued to
trade strongly, and several of our other large portfolio companies are showing
good momentum against a challenging macroeconomic and geopolitical backdrop
across Europe and the US. 98% of our Private Equity portfolio companies by
value grew earnings in the 12 months to 30 June 2025.
• In the nine reporting periods ending on 28 September 2025 ("P9"), Action
generated net sales of €11,229 million (nine reporting periods ended P9
2024: €9,567 million), operating EBITDA of €1,563 million (nine reporting
periods ended P9 2024: €1,344 million) and like-for-like ("LFL") sales
growth of 6.3%. This strong performance supported value growth of £2,118
million for Action in the period.
• In September 2025, 3i acquired 2.2% of Action equity from GIC in exchange
for newly issued 3i Group plc shares, with an equivalent consideration value
of £739 million. As a result of this transaction, at 30 September 2025, our
equity ownership in Action was 60.1%.
• In October 2025, Action successfully completed two financing transactions.
The first raised €1.6 billion of total incremental term loan debt.
Subsequently, Action completed a capital restructuring with a pro-rata
redemption of shares, returning £944 million of gross proceeds to 3i, £755
million of which were redeployed to acquire a further 2.2% stake in Action. As
a result of this transaction, we increased our ownership position in Action to
62.3%. The second financing transaction repriced €3.1 billion of Action's
existing term loan debt, extending the maturity of a portion of the debt and
generating an annual interest cost saving of €14 million.
• In the ten reporting periods ending 26 October 2025 ("P10"), Action's net
sales and operating EBITDA were 17% and 15% ahead of the same period last year
and LFL sales growth over the same period was 5.7%. At that date, Action's
cash balance was €579 million.
• Our Private Equity team completed the realisation of MPM and signed the
realisation of MAIT in the period. The total proceeds generated were £542
million, of which £395 million was received in the period. The sales achieved
sterling money multiples of 3.2x and 2.8x respectively.
• Our Infrastructure business generated a gross investment return of £139
million, or 9% (September 2024: £43 million, 3%). This was driven primarily
by a 14% increase in 3i Infrastructure plc's ("3iN") share price in the
six-month period to 30 September 2025. 3iN's underlying portfolio continues to
perform well, with a significant valuation uplift in TCR.
• We ended the period with liquidity of £1,639 million, net debt of
£772 million and gearing of 3%. The first dividend of 36.5 pence per share
for FY2026, set at 50% of the total dividend for FY2025, will be paid in
January 2026.
Simon Borrows, 3i's Chief Executive, commented:
"The total return of 13% represents a very good first half for the Group. Our
long-term hold assets, Action and Royal Sanders, continued to deliver
excellent compounding returns. Action's new store expansion programme is on
track for another record year with an excellent reception to the new stores in
Switzerland and Romania. Year to date LFL trading remains good despite
weakening consumer confidence since the summer.
Against a challenging macroeconomic and geopolitical backdrop, our Private
Equity portfolio has maintained good momentum, while the infrastructure asset
portfolio within 3iN outperformed its expected returns for the six-month
period. The strong realisations of MPM and MAIT further demonstrate the
strength of our disciplined investment strategy and active asset management.
We remain cautious in the deployment of capital into new investment, but will
continue to allocate selectively, including to lower-risk reinvestments in
businesses we know and trust. We are mindful that both the transaction market
and the wider environment are likely to remain challenging into the second
half of our financial year."
Summary financial highlights under the Investment basis
3i prepares its statutory financial statements in accordance with UK adopted
international accounting standards. However, we also report a non-GAAP
"Investment basis", which we believe aids users of our report to assess the
Group's underlying operating performance. The Investment basis (which is
unaudited) is an alternative performance measure ("APM") and is described
later in this document. Total return and net assets are the same under the
Investment basis and IFRS and we provide a reconciliation of our Investment
basis financial statements to the IFRS statements later in this document. The
first page of this document until the end of the Financial review are prepared
on an Investment basis.
Six months to/as Six months to/as 12 months to/as
at 30 September at 30 September at 31 March
Investment basis 2025 2024 2025
Total return1 £3,291m £2,046m £5,049m
Percentage return on opening shareholders' funds 13% 10% 25%
Dividend per ordinary share 36.5p 30.5p 73.0p
Gross investment return2 £3,406m £2,137m £5,211m
As a percentage of opening 3i portfolio value 13% 10% 24%
Cash investment2,3 £735m £893m £1,182m
Realisation proceeds £392m £1,553m £1,837m
3i portfolio value £29,299m £22,953m £25,579m
Gross debt £1,211m £1,191m £1,194m
Net debt2 £772m £805m £771m
Gearing2 3% 4% 3%
Liquidity £1,639m £1,286m £1,323m
Diluted number of shares 988m 968m 968m
Diluted net asset value per ordinary share ("NAV per share") 2,857p 2,261p 2,542p
1 Total return is defined as Total comprehensive income for the period, under
both the Investment basis and the IFRS basis.
2 Financial measure defined as APM. Further information can be found later in
this document.
3 Six months to 30 September 2025, includes 3i's acquisition of 2.2% of Action
equity from GIC in exchange for newly issued 3i Group plc shares, with an
equivalent consideration value of £739 million.
Disclaimer
These Half-year results have been prepared solely to provide information to
shareholders. They should not be relied on by any other party or for any other
purpose. These Half-year results may contain statements about the future,
including certain statements about the future outlook for 3i Group plc and its
subsidiaries ("3i" or "the Group").
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.
Enquiries:
Silvia Santoro, Group Investor Relations Director 020 7975 3258
Kathryn van der Kroft, Communications Director 020 7975 3021
A PDF copy of this release can be downloaded from
www.3i.com/investor-relations (http://www.3i.com/investor-relations)
For further information, including a live webcast of the results presentation
at 10.00am on 13 November 2025, please visit www.3i.com/investor-relations
(http://www.3i.com/investor-relations)
3i Group Half-year report 2025
Chief Executive's review
The Group delivered a strong result in the first half of FY2026, generating a
total return of £3,291 million in the period, or 13% on opening
shareholders' funds (September 2024: £2,046 million, 10%). NAV per share at
30 September 2025 increased to 2,857 pence (31 March 2025: 2,542 pence),
after the payment of the 42.5 pence per share second FY2025 dividend in July
2025 and including a foreign exchange translation gain of 78 pence per share
(September 2024: 48 pence per share loss).
Action continued to trade strongly. In September 2025, we made a further
investment in Action, acquiring 2.2% of Action equity from GIC, in exchange
for 3i Group shares, increasing our equity ownership to 60.1%.
Royal Sanders continued to demonstrate its long-term growth characteristics,
while several of our other large portfolio companies are showing good momentum
against a challenging macroeconomic and geopolitical backdrop across Europe
and the US.
The Private Equity market has shown signs of improvement, but remains
challenging. In the period, we announced the disposals of MPM and MAIT, both
of which were at good premiums to their March 2025 valuations and delivered
money multiples materially in excess of our target 2x.
After the period end, in October 2025, Action completed a refinancing and
repricing of debt and a capital restructuring with a pro-rata redemption of
shares, returning significant proceeds to 3i, which were partially redeployed
in a further 2.2% stake in Action.
Private Equity
The Private Equity portfolio delivered a gross investment return ("GIR") of
£3,234 million in the period, or 14% on opening value. This included a £805
million gain on foreign exchange translation, after the impact of foreign
exchange hedging. Action generated a GIR of £2,847 million in the period, or
16% over its opening value. In the 12 months to the end of 30 June 2025, 98%
of our portfolio companies by value grew their earnings.
Long-term hold portfolio companies
Action
In the nine reporting periods ending on 28 September 2025 ("P9"), Action
generated net sales of €11,229 million (nine reporting periods ended P9
2024: €9,567 million) and operating EBITDA of €1,563 million (nine
reporting periods ended P9 2024: €1,344 million). Over the same period, LFL
sales growth was 6.3%, mainly as a result of a higher number of transactions.
The attraction of the Action format was evident in trading across all
countries in the period, although it was clear that, on a relative basis,
consumer demand was weak in France. Action generated an EBITDA margin of 13.9%
in the first nine reporting periods of the year (YTD to P9 2024: 14.0%).
Action added 221 net new stores in the first nine reporting periods of the
year (nine reporting periods ended P9 2024: 189 stores). At the end of P10,
Action had seven stores in Switzerland and four stores in Romania all of which
have had an excellent reception.
In September 2025, 3i acquired 2.2% of Action equity from GIC at Action's
carrying value at 30 June 2025, in exchange for 19.9 million newly issued
ordinary shares of 73 19/22 pence in 3i Group plc. The equivalent
consideration value was £739 million. As a result of this transaction, 3i's
equity stake in Action increased from 57.9% to 60.1%.
At 30 September 2025, Action was valued using the last 12 months ("LTM")
run-rate earnings to 28 September 2025 of €2,537 million. This includes our
normal run-rate adjustment to reflect stores opened in the last 12 months and
is normalised for a one-off expense of €26 million, related principally to a
payment to eligible Action employees in June 2025 to mark Action's 3,000th
store opening. At that date, Action's valuation net debt comprised total
senior debt of c.€6.6 billion and cash of €615 million, resulting in a net
debt to LTM run-rate EBITDA ratio of 2.4x. Our valuation multiple remains
unchanged at 18.5x net of the liquidity discount, resulting in a valuation of
£21,464 million for 3i's 60.1% equity stake at 30 September 2025 (31 March
2025: £17,831 million for a 57.9% stake).
Action's performance and KPIs continue to compare favourably with its peer
group of North American and European value-for-money retailers. Action's
growth meant its valuation at 30 September 2024 of 18.5x LTM run-rate EBITDA
translated to 15.1x of the LTM run-rate EBITDA achieved a year later.
In October 2025, Action successfully completed two financing transactions. The
first raised €1.6 billion of total incremental term loan debt across the US
and European loan markets. Using the net proceeds from this debt raise
alongside some of Action's cash, Action subsequently completed a €1.74
billion capital restructuring with a pro-rata redemption of shares, resulting
in a distribution of £944 million of gross proceeds to 3i. Alongside a number
of existing LPs in the 2020 Co-Investment Programme, 3i took the opportunity
to acquire further shares in Action, reinvesting £755 million, increasing
3i's gross equity stake from 60.1% to 62.3%. The second financing transaction
repriced €3.1 billion of Action's existing term loan debt and extended the
maturity on €580 million of this from 2028 to 2032. The transaction
generated €14 million of annual interest cost savings for the business.
In the ten reporting periods ending on 26 October 2025 ("P10"), Action
generated net sales of €12,537 million and operating EBITDA of €1,756
million. Over the same period, LFL performance was 5.7%. LFL performance in
P10 was softer, reflecting high prior year comparable LFLs and softer seasonal
sales this October. Across all Action countries, France stands out as the weak
spot for the consumer, although its LFLs remain positive YTD, which we
consider a strong performance relative to the rest of the non-food discount
sector. The biggest trading weeks of the year are coming up for Action. The
business is well stocked with an excellent range of products at exceptional
prices which should resonate well with customers.
Action added 34 new stores in P10, bringing the total number of net new stores
added YTD to 26 October 2025 to 255, 35 ahead of the equivalent period in the
prior year. At the end of P10, cash stood at €579 million. At that date,
Action's valuation net debt comprised total senior debt of c.€8.2 billion,
resulting in a net debt to LTM run-rate EBITDA ratio (based on September 2025
LTM run-rate earnings) of 3.0x.
In summary, Action continues to generate market-leading store and LFL sales
growth. The principal engine of Action's growth, its store opening programme,
remains strong, and we expect the business to open approximately 380 stores
across Europe this year, ahead of the expectation of c.370 set out at the
Action capital markets seminar in March 2025. The outcome for Action's full
year will be determined by the performance over the important Christmas
season, its biggest trading period. While most countries are trading broadly
in line or ahead of plan in terms of LFL sales growth, softening trading
conditions in France, which accounts for around one third of sales, could pull
Action's LFL sales growth for 2025 below the 6.1% guidance Action gave in
March 2025.
Royal Sanders
Royal Sanders saw another period of robust growth across its key customer
base, underpinned by continued organic volume growth and its previous
acquisitions performing well.
Consumer and Private Label portfolio companies
Audley Travel was a strong contributor to our return in the period, as the
business saw strong year-on-year departure revenue performance. We continue to
monitor the US travel market, which has seen softer sentiment recently as a
result of geopolitical uncertainty. Over the last 24 months, Luqom has
delivered on a number of operational and strategic projects and growth
initiatives. Whilst the wider online lighting market remains subdued, Luqom
generated a step up in top-line growth and profitability in the period and is
well positioned to continue this trend.
European Bakery Group ("EBG") continued to deliver resilient performance,
despite persistent cost pressures, as the wider sector remains challenged by
commodity and wage inflation. BoConcept saw stable order intake in the period,
with Japan, its largest market, performing well.
Healthcare portfolio companies
During the period, Cirtec Medical advanced several high-potential customer
programmes towards commercial readiness, while also making strong progress on
operational initiatives. SaniSure delivered another period of encouraging
recovery in line with the broader bioprocessing market, supported by good
order momentum, key account expansion and new product introductions.
ten23 health saw good growth in bookings across its services offering and
manufacturing capability. We continued to support this platform, investing a
further £16 million in the period. The remaining business of Q Holding, Q
Medical Devices, saw good demand in its vascular division and continued
realisation of operating leverage.
Industrial portfolio companies
AES performed in line with expectations, despite the challenging US market
outlook. We received a dividend of £4 million from AES in the period. After a
good start to the year, Tato has faced weaker demand and lower sales volumes
since the spring. Despite an intensifying competitive environment, Tato has
maintained relatively good margin and cash generation performance. We received
a £7 million dividend from Tato during the period.
Services and Software portfolio companies
Evernex delivered positive sales traction across its data centre maintenance
offering during the period. The business recently secured several large
projects and continues to build a high-quality commercial pipeline. xSuite's
subscription transition is nearing completion and the business delivered
strong growth in subscription bookings during the period. OMS Prüfservice is
performing above our expectations and returned £31 million of funding in the
period.
The recruitment market has shown no signs of recovery. As a result, Wilson
continues to experience challenging trading conditions.
Private Equity realisation activity
We achieved two significant realisations during the period, both materially
exceeding our 2x return target.
In September 2025, we completed the sale of MPM. Since 3i's investment in
December 2020, MPM's sales and EBITDA more than doubled. The company has
significantly expanded its omnichannel and international presence, driven by
strong growth in pet specialty, food, drug and mass retail, and online
channels. This sale generated proceeds to 3i of £395 million, representing an
18% uplift on MPM's 31 March 2025 valuation, a 3.2x money multiple and a 28%
IRR.
In September 2025, we also signed an agreement to sell MAIT. Since 3i's
investment in 2021, MAIT has delivered strong organic growth and completed 14
acquisitions. During this period, EBITDA more than doubled and recurring
revenues grew significantly. This transaction completed in early November
2025, with proceeds of £147 million, representing a 34% uplift on MAIT's 31
March 2025 valuation, a 2.8x money multiple and a 28% IRR.
Infrastructure
In the six months to 30 September 2025, our Infrastructure portfolio
generated a GIR of £139 million, or 9% on opening value.
3iN generated a total return on its opening NAV of 7.4% in the six months to
30 September 2025, resulting in a NAV of 407.9 pence per share, driven by
good underlying portfolio performance, particularly from TCR, whose valuation
increased materially in the period. Our quoted holding in 3iN increased in
value to £972 million, as its share price increased to 361 pence at
30 September 2025 (31 March 2025: 318 pence). We also recognised dividend
income of £17 million from 3iN in the period.
We continue to see good buy-and-build momentum in our North American
Infrastructure Fund, with both Regional Rail and EC Waste completing bolt-on
acquisitions in the period. Smarte Carte saw performance largely in line with
expectations.
The performance of Scandlines in the year to date was robust, notwithstanding
softer freight volumes resulting from the muted macroeconomic backdrop. Cash
generation remains strong and 3i received a dividend of £6 million from
Scandlines in the period.
Balance sheet, liquidity, foreign exchange and dividend
In July 2025, the Group successfully refinanced its existing £900 million
revolving credit facility ("RCF") with a new five-year £1.2 billion facility
at improved pricing. This refinancing increases the Group's available
liquidity and provides enhanced financial flexibility at a low cost through to
July 2030, with two one-year extension options that could extend maturity to
July 2032.
We ended the period with cash of £439 million (31 March 2025: £423 million)
and total liquidity of £1,639 million (31 March 2025: £1,323 million),
including an undrawn RCF of £1.2 billion. Net debt was £772 million, with
gearing of 3% (31 March 2025: £771 million, 3%).
In the period, we recorded a total foreign exchange translation gain of £771
million (September 2024: £466 million loss), net of foreign exchange hedging,
as a result of sterling weakening against the euro, partially offset by the
strengthening of sterling against the US dollar.
At 11 November 2025, after the October 2025 Action refinancing and
reinvestment transaction, and receipt of the MAIT realisation proceeds, our
cash balance was c.£777 million.
In line with our dividend policy, we will pay a first FY2026 dividend of 36.5
pence per share, which is half of our FY2025 total dividend. This first FY2026
dividend will be paid to shareholders on 9 January 2026.
Outlook
The total return of 13% represents a very good first half for the Group. Our
long-term hold assets, Action and Royal Sanders, continued to deliver
excellent compounding returns. Action's new store expansion programme is on
track for another record year with an excellent reception to the new stores in
Switzerland and Romania. Year to date LFL trading remains good despite
weakening consumer confidence since the summer.
Against a challenging macroeconomic and geopolitical backdrop, our Private
Equity portfolio has maintained good momentum, while the infrastructure asset
portfolio within 3iN outperformed its expected returns for the six-month
period. The strong realisations of MPM and MAIT further demonstrate the
strength of our disciplined investment strategy and active asset management.
We remain cautious in the deployment of capital into new investment, but will
continue to allocate selectively, including to lower-risk reinvestments in
businesses we know and trust. We are mindful that both the transaction market
and the wider environment are likely to remain challenging into the second
half of our financial year.
Simon Borrows
Chief Executive
12 November 2025
Business and Financial review
Private Equity
Our Private Equity portfolio generated a GIR of £3,234 million (September
2024: £2,071 million), or 14% of the opening portfolio value (September 2024:
11%), including a gain on foreign exchange on investments, after the impact of
foreign exchange hedging, of £805 million (September 2024: £456 million
loss).
Table 1: Gross investment return for the six months to 30 September
2025 2024
Investment basis £m £m
Realised profits over value on the disposal of investments 63 11
Unrealised profits on the revaluation of investments 2,324 2,467
Dividends 11 5
Interest income from investment portfolio 27 40
Fees receivable 4 4
Foreign exchange on investments 821 (555)
Movement in fair value of derivatives (16) 99
Gross investment return 3,234 2,071
Gross investment return as a % of opening portfolio value 14% 11%
Investment and realisation activity
In the period, we deployed a total of £763 million in further investments,
with net investment of £732 million (September 2024: £888 million).
Action
In September 2025, 3i acquired 2.2% of Action equity from GIC at Action's
carrying value at 30 June 2025, in exchange for 19.9 million newly issued
ordinary shares in 3i Group plc. The equivalent consideration value was £739
million. This transaction increased 3i's equity stake in Action from 57.9% to
60.1%.
In October 2025, Action successfully completed two financing transactions. The
first raised €1.6 billion of total incremental term loan debt. Using the net
proceeds from this debt raise alongside some of Action's cash, Action
subsequently completed a €1.74 billion capital restructuring with a pro-rata
redemption of shares, resulting in a distribution of £944 million of gross
proceeds to 3i. Alongside a number of existing LPs in the 2020 Co-Investment
Programme, 3i took the opportunity to acquire further shares in Action,
reinvesting £755 million, increasing 3i's gross equity stake from 60.1% to
62.3%. The second financing transaction repriced €3.1 billion of Action's
existing term loan debt and extended the maturity on €580 million of this
from 2028 to 2032. The transaction generated €14 million of annual interest
cost savings for the business.
Portfolio (excluding Action)
We completed a further investment of £16 million in ten23 health, as we
continue to develop the platform. OMS Prüfservice returned £31 million of
capital invested within 12 months of our original investment.
In the period, we received total Private Equity capital realisation proceeds
of £391 million (September 2024: £1,548 million).
We completed the realisation of MPM in September 2025, generating proceeds of
£395 million, of which £13 million was interest income. This sale achieved a
realised profit of £54 million over the 31 March 2025 valuation, resulting in
a sterling money multiple of 3.2x and an IRR of 28%. During the period, we
also received £8 million of realised proceeds relating to deferred
consideration from the sale of WP in FY2025.
In September 2025, we announced the sale of MAIT. This transaction completed
in early November 2025, with proceeds of £147 million, representing a 34%
uplift on MAIT's 31 March 2025 valuation, a 2.8x money multiple and a 28% IRR.
Table 2: Private Equity investment in the six months to 30 September 2025
Portfolio company Type Business description Date £m
Action Further General merchandise discount retailer September 2025 739
ten23 health Further Biologics focused CDMO Various 16
Other Further n/a Various 8
Total Private Equity gross investment 763
OMS Prüfservice Return of investment Specialised service provider for electrical equipment testing Various (31)
Total return of investment (31)
Total Private Equity net investment 732
Table 3: Private Equity realisations in the six months to 30 September 2025
Calendar 3i realised Profit
year first proceeds in the period1 Money
Investment Country invested £m £m multiple2 IRR
Full realisation
MPM UK 2020 382 54 3.2x 28%
Deferred consideration and other realisations
Others n/a n/a 9 9 n/a n/a
Total Private Equity realisations 391 63 n/a n/a
1 Capital proceeds realised in the period less opening value, net of interest
accrued.
2 Cash proceeds over cash invested. Money multiples are quoted on a GBP basis.
Private Equity performance
Table 4: Unrealised profits/(losses) on the revaluation of Private Equity
investments1 in the six
months to 30 September
2025 2024
Investment basis £m £m
Earnings based valuations
Action performance 2,118 2,170
Performance increases (excluding Action) 219 319
Performance decreases (excluding Action) (43) (66)
Multiple movements (24) 8
Other bases
Discounted cash flow - (16)
Quoted portfolio 23 9
Other movements in unquoted investments 6 (1)
Imminent sale 25 44
Total 2,324 2,467
1 More information on our valuation methodology, including definitions and
rationale, is included in our Annual report and accounts 2025 on page 211.
Overall, 98%1 of our Private Equity portfolio companies by value grew LTM
adjusted earnings in the 12 months to 30 June 2025.
Long-term hold portfolio companies
Action
As detailed in the Chief Executive's review, Action performed strongly in the
period.
At 30 September 2025, Action continued to be valued using its LTM run-rate
earnings to the end of P9 2025 of €2,537 million, which included our normal
adjustment to reflect stores opened in the last 12 months and was normalised
for a one-off expense of €26 million, related principally to a payment to
eligible Action employees in June 2025 to mark Action's 3,000th store opening.
We continue to value Action at a multiple of 18.5x net of the liquidity
discount (31 March 2025: 18.5x) and its performance across operating KPIs
continues to compare favourably against all peers that we use to benchmark its
results.
Action ended P9 2025 with a cash balance of €615 million and a net debt to
LTM run-rate earnings ratio of 2.4x.
At 30 September 2025, the valuation of our 60.1% stake in Action was £21,464
million (31 March 2025: 57.9%, £17,831 million). We recognised unrealised
profits from Action of £2,118 million (September 2024: £2,170 million), as
shown in Table 4.
Table 5: Action financial metrics
Last nine months to P9 2025 Last nine months to P9 2024
(28 September 2025) (29 September 2024)
Financial metrics €m €m
Net sales 11,229 9,567
LFL sales growth 6.3% 9.8%
Operating EBITDA 1,563 1,344
Operating EBITDA margin 13.9% 14.0%
Operating EBITDA margin normalised for one-off expense1 14.1% n/a
Net new stores added 221 189
Last 12 months to P9 2025 Last 12 months to P9 2024
(28 September 2025) (29 September 2024)
€m €m
Net sales 15,444 12,979
Operating EBITDA 2,295 1,894
Operating EBITDA margin 14.9% 14.6%
Run-rate EBITDA 2,537 2,065
1 Normalised for a one off expense of €26 million, related principally to a
payment to eligible Action employees in June 2025 to mark Action's 3000th
store opening.
Royal Sanders
Royal Sanders continues to perform well and we recognised value growth
attributable to performance of £66 million in the period. This performance
was underpinned by strong volume growth across its key customers, as well as
recent acquisitions continuing to grow into their full potential.
Other Private Equity portfolio companies
In the Consumer and Private Label sector, Audley Travel was a key contributor
to Private Equity performance, supported by a robust UK order book. We
continue to monitor the US travel market which has seen softer sentiment
recently as a result of geopolitical uncertainty. Luqom achieved good revenue
growth and higher profitability despite a muted consumer backdrop, whilst EBG
traded resiliently and BoConcept delivered stable order intake.
In the Healthcare sector, ten23 health reported growing customer traction,
SaniSure continued to recover with positive order momentum and new product
launches, and Cirtec Medical and Q Holding performed well on solid customer
demand.
In the Industrial sector, AES performed in line with expectations and paid 3i
a £4 million dividend, Tato generated good cash flow and paid 3i a £7
million dividend.
1 Based on LTM adjusted earnings to 30 June 2025. Includes 28 companies.
Within the Services and Software sector, Evernex and xSuite maintained
positive momentum, the latter nearing completion of its transition to
recurring revenues. The recruitment market has shown no signs of recovery. As
a result, Wilson continues to experience challenging trading conditions.
Further details of our Private Equity portfolio company performance can be
found in the Chief Executive's Review.
Table 6: Portfolio earnings growth of the top 20 Private Equity investments1
3i carrying value
Number of companies at 30 September 2025
at 30 September 2025 £m
<0% 4 565
0-9% 10 2,604
10-19% 2 1,211
20-29% 2 21,540
≥30% 2 531
1 Includes top 20 Private Equity companies by value excluding ten23 health and
MAIT. This represents 98% of the Private Equity portfolio by value (31 March
2025: 97%). LTM adjusted earnings to 30 June 2025 and Action based on LTM
run-rate earnings to P9 2025. P9 2025 runs to 28 September 2025.
Leverage
Our Private Equity portfolio is funded with all-senior debt structures, with
long-dated maturity profiles. As at 30 September 2025, 91% of portfolio
company debt was repayable from 2028 to 2032. Average leverage was 2.6x at 30
September 2025 (31 March 2025: 2.9x). Excluding Action, leverage across the
portfolio was 3.5x (31 March 2025: 3.5x). Table 7 shows the ratio of net debt
to adjusted earnings by portfolio value at 30 September 2025.
Table 7: Ratio of net debt to adjusted earnings1
3i carrying value
Number of companies at 30 September 2025
at 30 September 2025 £m
<1x 3 120
1-2x 1 99
2-3x 7 23,301
3-4x 3 554
4-5x 1 99
5-6x 3 1,266
>6x 3 34
1 This represents 94% of the Private Equity portfolio by value (31 March 2025:
93%). Quoted holdings, ten23 health, MAIT (exited in November 2025) and
companies with net cash are excluded from the calculation. Net debt and
adjusted earnings as at 30 June 2025. Action based on net debt at P9 2025 and
LTM run-rate earnings to P9 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.
Since the start of the period, US and European markets have recovered from
tariff-driven volatility. Against this backdrop, we have remained cautious in
considering the valuation multiples we use for our portfolio companies. We
adjusted four multiples downwards across our portfolio companies reflecting
recent trading, market and exit expectations. In total, we recognised a
multiple-driven unrealised value loss of £24 million in the period (September
2024: £8 million unrealised value growth).
Action's valuation multiple at 30 September 2025 remained unchanged at 18.5x,
net of the liquidity discount. Based on the valuation at that date, a 1.0x
movement in Action's post-discount multiple would increase or decrease the
valuation of 3i's investment by £1,331 million.
Quoted portfolio
Basic-Fit is the only quoted investment in our Private Equity portfolio. Our
remaining 5.8% stake in Basic-Fit was valued at £85 million at 30 September
2025 (31 March 2025: £60 million for a 5.7% stake), following a 37% increase
in its share price to €25.88 (31 March 2025: €18.86).
Imminent sale
Following the agreement to sell MAIT in September 2025, at the period end we
valued the business on an imminent sale basis. The transaction completed in
early November 2025, generating a 34% uplift on its 31 March 2025 valuation.
Sum-of-the-parts
At 30 September 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 period.
Assets under management
The assets under management of the Private Equity portfolio, including
third-party capital, increased to £36.0 billion (31 March 2025: £31.9
billion) principally due to unrealised value movements, net investment and
favourable foreign exchange movements.
Table 8: Private Equity portfolio value by sector
3i carrying value
at 30 September 2025
Sector Number of companies £m
Action (Consumer & Private Label) 1 21,464
Consumer & Private Label 11 2,423
Healthcare 4 1,345
Industrial 5 923
Services & Software 14 963
Total 35 27,118
Infrastructure
Our Infrastructure portfolio generated a GIR of £139 million in the period,
or 9% on the opening portfolio value (September 2024: £43 million, 3%),
including a loss on foreign exchange translation of investments of £18
million (September 2024: £28 million).
Table 9: Gross investment return for the six months to 30 September
2025 2024
Investment basis £m £m
Unrealised profits on the revaluation of investments 131 47
Dividends 19 18
Interest income from investment portfolio 7 6
Foreign exchange on investments (18) (28)
Gross investment return 139 43
Gross investment return as a % of opening portfolio value 9% 3%
Fund management
3iN
In the six months to 30 September 2025, 3iN generated a total return on
opening NAV of 7.4% (September 2024: 5.1%) and is on track to meet its
dividend target for the year to 31 March 2026 of 13.45 pence per share, up
6.3% year-on-year.
Across 3iN's underlying portfolio, TCR continues to outperform, driven by its
continued growth into new markets offsetting underperformance in SRL in the
period.
As investment manager to 3iN, the Group recognised a management and support
services fee of £26 million in the period (September 2024: £26 million).
North American Infrastructure Fund ("NAIF")
The NAIF performed well in the period, with a good level of bolt-on activity.
Regional Rail saw good contributions from its Midwest and Florida regions and
also completed the acquisition of Minnesota Commercial Railway. The
acquisition further expands Regional Rail's North American network, which now
includes 17 railroads across nine US states and two Canadian provinces. EC
Waste completed the bolt-on acquisition of ARB waste services, its third
acquisition since 3i's investment in 2021. All assets within this Fund were
valued on a DCF basis at 30 September 2025.
Assets under management
Infrastructure AUM increased to £6.9 billion at 30 September 2025 (31 March
2025: £6.3 billion), mainly reflecting the increase in 3iN's share price. We
generated fee income of £31 million from our fund management activities in
the period (September 2024: £31 million).
Table 10: Assets under management as at 30 September 2025
3i Remaining % invested2
Close Fund commitment/ 3i at 30 September AUM3
Fund/strategy date size share commitment 2025 £m
3iN1 Mar-07 n/a £972m n/a n/a 3,330
3i MIA Jun-17 £698m £35m £5m 87% 1,813
3i managed accounts various n/a n/a n/a n/a 869
North American Infrastructure Fund Dec-23 US$750m US$300m US$69m 77% 586
Smarte Carte Nov-17 n/a n/a n/a n/a 296
Total 6,894
1 AUM based on the share price at 30 September 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.
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 30 September 2025, our 29% stake in 3iN was valued at £972 million (31
March 2025: £856 million), as 3iN's share price increased by 14% to 361 pence
in the period (31 March 2025: 318 pence). As a result, we recognised an
unrealised value gain of £116 million (September 2024: £39 million). We also
recognised £17 million of dividend income from 3iN (September 2024: £16
million) in the period.
North America Infrastructure proprietary capital
In the period, Smarte Carte saw performance largely in line with expectations
amidst US government policy and geopolitical uncertainty. At 30 September
2025, the business was valued on a DCF basis.
Scandlines
Scandlines generated a GIR of £33 million (September 2024: £23 million) or
6% of opening portfolio value in the period (September 2024: 4%).
Table 11: Gross investment return for the six months to 30 September
2025 2024
Investment basis £m £m
Unrealised profit on the revaluation of investments 19 13
Dividends 6 12
Foreign exchange on investments 23 (15)
Movement in fair value of derivatives (15) 13
Gross investment return 33 23
Gross investment return as a % of opening portfolio value 6% 4%
Performance
Scandlines delivered robust performance in the period. Leisure benefitted from
a strong summer period, more than offsetting some weakness in freight,
reflective of the macroeconomic environment. The business remained cash
generative and 3i received a dividend of £6 million in the period. At 30
September 2025, Scandlines was valued at £571 million (31 March 2025: £529
million) on a DCF basis.
Foreign exchange
We hedge the balance sheet value of our investment in Scandlines. We
recognised a gain of £23 million on foreign exchange translation (September
2024: loss of £15 million) offset by a fair value loss of £15 million
(September 2024: gain of £13 million) from derivatives in our hedging
programme.
Overview of financial performance
We generated a total return of £3,291 million, or a profit on opening
shareholders' funds of 13%, in the six months to 30 September 2025 (September
2024: £2,046 million, or 10%). The diluted NAV per share at 30 September
2025 increased to 2,857 pence (31 March 2025: 2,542 pence) including the 78
pence per share gain on foreign exchange translation in the period (September
2024: 48 pence per share loss), and after the payment of the second FY2025
dividend of £408 million, or 42.5 pence per share in July 2025 (September
2024: £332 million, 34.5 pence per share).
Table 12: Gross investment return for the six months to 30 September
2025 2024
Investment basis £m £m
Private Equity 3,234 2,071
Infrastructure 139 43
Scandlines 33 23
Gross investment return 3,406 2,137
Gross investment return as a % of opening portfolio value 13% 10%
The GIR was £3,406 million in the period (September 2024: £2,137 million),
and includes a £795 million foreign exchange gain on translation of our
investments (September 2024: £486 million loss), net of the impact of foreign
exchange hedging in the period. Further information on the drivers of GIR can
be found in the Private Equity, Infrastructure and Scandlines business
reviews.
Table 13: Operating cash loss for the six months to 30 September
2025 2024
Investment basis £m £m
Cash fees from external funds 32 33
Cash portfolio fees 2 -
Cash portfolio dividends and interest 53 48
Cash income 87 81
Cash operating expenses1 (99) (83)
Operating cash loss (12) (2)
1 Cash operating expenses include operating expenses paid and lease payments.
We generated an operating cash loss of £12 million in the period (September
2024: £2 million). Cash income increased to £87 million (September 2024:
£81 million), principally due to an increase in dividends and interest
received compared to the same period last year. Cash operating expenses
incurred during the period increased to £99 million (September 2024: £83
million) driven by higher variable compensation costs. We expect to end our
financial year with an operating cash profit based on our expected pipeline of
cash income more than offsetting cash operating expenditure in the second half
of FY2026.
Net foreign exchange movements
The Group recorded a total foreign exchange translation gain of £771 million
(September 2024: £466 million loss), including the impact of foreign exchange
hedging in the period, as a result of sterling weakening by 4% against the
euro, partially offset by the 4% strengthening of sterling against the US
dollar.
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. At 30 September 2025,
the notional value of the Group's forward foreign exchange contracts was
€3.0 billion and $1.2 billion. The €3.0 billion includes the €600
million notional value of the forward foreign exchange contracts related to
the Scandlines hedging programme.
Table 14 sets out the sensitivity of net assets to foreign exchange movements
at 30 September 2025 after the hedging programme.
Table 14: Net assets1 and sensitivity by currency at 30 September 2025
Net 1%
assets sensitivity
FX rate £m % £m
Sterling n/a 5,435 19 n/a
Euro2 1.1449 21,389 76 214
US dollar2 1.3452 1,203 4 12
Danish krone 8.5461 171 1 2
Other n/a 27 - n/a
Total 28,225
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 from foreign exchange hedging.
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
former employees of 3i. In Private Equity (excluding the long-term hold
assets), we typically accrue net carried interest payable of c.10-12% of the
relevant carry vintages' GIR, once the performance hurdle is achieved, based
on the assumption that all investments are realised at their balance sheet
value. We no longer accrue carried interest payable on Action. Carried
interest payable associated with Action was crystallised and paid in previous
years.
The overall performance of the Private Equity portfolio resulted in a £20
million increase in the carried interest payable expense.
The carried interest and performance fees cash paid in the period was £11
million (September 2024: £381 million). The total performance fees and
carried interest cash received in the period was £31 million (September 2024:
£44 million), primarily from Infrastructure.
Overall, the effect of the income statement charge of £19 million (September
2024: £48 million), cash payments of £11 million (September 2024: £381
million), as well as currency translation meant that the balance sheet carried
interest and performance fees payable was £384 million (31 March 2025:
£360 million).
Table 15: Carried interest and performance fees payable
Investment basis Statement of comprehensive income for the six months to Investment basis Statement of financial position as at
30 September 2025 30 September 30 September 2025 31 March
2024 2025
Carried interest and performance fees payable £m £m £m £m
Private Equity (20) (42) (379) (348)
Infrastructure 1 (6) (5) (12)
Total (19) (48) (384) (360)
Table 16: Carried interest and performance fees paid for the six months to 30
September
2025 2024
Investment basis cash flow statement £m £m
Carried interest and performance fees paid
Private Equity 3 370
Infrastructure 8 11
Total 11 381
Balance sheet and liquidity
During the period, we refinanced the Group's existing £900 million RCF with a
new five-year £1.2 billion RCF at improved pricing. The new RCF provides the
Group with additional financial flexibility at low cost until July 2030, with
extension options to July 2032. The RCF continues to have no financial
covenants.
At 30 September 2025, the Group had net debt of £772 million (31 March
2025: £771 million) and gearing of 3% (31 March 2025: 3%) following receipt
of the £395 million MPM proceeds largely offsetting the payment of the second
FY2025 dividend of £408 million.
The Group had liquidity of £1,639 million at 30 September 2025 (31 March
2025: £1,323 million), comprising cash and deposits of £439 million
(31 March 2025: £423 million) and an undrawn RCF of £1,200 million
(31 March 2025: £900 million).
The investment portfolio value increased to £29,299 million at 30 September
2025 (31 March 2025: £25,579 million), mainly driven by unrealised profits
of £2,474 million in the period.
3i Group plc share issuance
As detailed in the Chief Executive's Review and Private Equity Business
review, the Action transaction, which completed in September 2025, resulted in
the issue of 19.9 million new ordinary shares of 73 19/22 pence in 3i Group
plc, taking our total ordinary shares in issue at 30 September 2025 to 993
million (31 March 2025: 973 million), or 988 million on a diluted basis (31
March 2025: 968 million).
Table 17: Simplified consolidated balance sheet
30 September 31 March
2025 2025
Investment basis Statement of financial position £m £m
Investment portfolio 29,299 25,579
Gross debt (1,211) (1,194)
Cash and deposits 439 423
Net debt (772) (771)
Carried interest and performance fees payable (384) (360)
Other net assets 82 163
Net assets 28,225 24,611
Gearing1 3% 3%
1 Gearing is net debt as a percentage of net assets.
Going concern
The Half-year consolidated financial statements are prepared on a going
concern basis following the assessment by the Directors, taking into account
the Group's current performance and outlook.
Audit tender
In the period, we initiated an audit tender process. We expect to announce our
audit tender decision in January 2026 for the 3i Group audit beginning 1 April
2027.
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 later in this document. The table below
defines our additional APMs and should be read in conjunction with our Annual
report and accounts 2025.
Gross investment return as a percentage of opening portfolio value
Purpose Calculation Reconciliation to IFRS
A measure of the performance of our proprietary investment portfolio. For It is calculated as the gross investment return, as shown in the Investment The equivalent balances under IFRS and the reconciliation to the Investment
further information, see the Group KPIs in our Annual report and accounts basis consolidated statement of comprehensive income, as a % of the opening basis are shown in the Reconciliation of consolidated statement of
2025. portfolio value. comprehensive income and the Reconciliation of consolidated statement of
financial position respectively.
Cash realisation
Purpose Calculation Reconciliation to IFRS
Cash proceeds from our investments support our returns to shareholders, as The cash received from the disposal of investments in the period as shown in The equivalent balance under IFRS and the reconciliation to the Investment
well as our ability to invest in new opportunities. For further information, the Investment basis consolidated cash flow statement. basis is shown in the Reconciliation of consolidated cash flow statement.
see the Group KPIs in our Annual report and accounts 2025.
Cash investment
Purpose Calculation Reconciliation to IFRS
Identifying new opportunities in which to invest proprietary capital is the The cash paid to acquire investments and recognising syndications in the The equivalent balance under IFRS and the reconciliation to the Investment
primary driver of the Group's ability to deliver attractive returns. For period as shown on the Investment basis consolidated cash flow statement. basis is shown in the Reconciliation of consolidated cash flow statement.
further information, see the Group KPIs in our Annual report and accounts
2025.
Operating cash profit/(loss)
Purpose Calculation Reconciliation to IFRS
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 The equivalent balance under IFRS and the reconciliation to the Investment
the potential dilution of capital returns. For further information, see the with fees received from external funds less cash operating expenses and leases basis is shown in the Reconciliation of consolidated cash flow statement.
Group KPIs in our Annual report and accounts 2025. payments as shown on the Investment basis consolidated cash flow statement.
The calculation is shown in Table 13 of the Overview of financial performance.
Net cash/(net debt)
Purpose Calculation Reconciliation to IFRS
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 consolidated statement of financial
position.
Gearing
Purpose Calculation Reconciliation to IFRS
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 consolidated statement of financial
position.
Principal risks and uncertainties
Effective risk management underpins the successful delivery of our strategy
and longer-term sustainability of the business.
3i's risk appetite, risk management approach and governance framework are
detailed in the Annual report and accounts 2025, available at www.3i.com
(http://www.3i.com) .
The Half-year report provides an update on strategy, business performance and
market conditions, which are relevant to the Group's overall risk profile. The
principal risks to the achievement of the Group's strategic objectives, as set
out on pages 88 to 93 of the Annual report and accounts 2025, remain
materially unchanged.
The Group continues to enhance its risk management framework and supporting
processes, including refinements to its risk taxonomy. Principal risks are
grouped into four categories: external, investment, operational and financial.
At the Half-year, the main risk areas within these categories were economic
and other global uncertainty (market volatility), the performance of Action
and the performance of the portfolio (excluding Action), lower investment or
realisation rates, and the ability to attract and retain key people. These,
together with the other principal risks such as cyber and the portfolio's
sustainability risk profile, continue to be key areas of focus for the Group
Risk Committee which receives regular updates from the relevant risk owners.
The Group's principal risks, new and emerging risks, together with related
risk mitigation plans, are reviewed quarterly by the Group Risk Committee.
They are expected to remain broadly unchanged for the second half of the
financial year, but continue to be closely monitored and may be subject to
change.
Reconciliation of the Investment basis to IFRS
Background to Investment basis used in the Half-year report
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 investment entity
subsidiaries that were previously consolidated line by line. This fair value
approach, applied at the investment entity subsidiary level, effectively
obscures the performance of our proprietary capital investments and associated
transactions occurring in the investment entity subsidiaries.
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 include a
separate non-GAAP "Investment basis" consolidated statement of comprehensive
income, financial position and cash flow. The Investment basis is an APM and
the Chief Executive's review and the Business and Financial review are
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.
A more detailed explanation of the effect of IFRS 10 is provided in the Annual
report and accounts 2025 on page 75.
Reconciliation between 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 later in this
document.
Reconciliation of consolidated statement of comprehensive income
Six months to 30 September 2025 Six months to 30 September 2024
Investment IFRS IFRS Investment IFRS IFRS
basis adjustments basis basis adjustments basis
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Footnotes £m £m £m £m £m £m
Realised profits over value on the disposal of investments 1,2 63 (48) 15 11 (6) 5
Unrealised profits on the revaluation of investments 1,2 2,474 (558) 1,916 2,527 (598) 1,929
Fair value movements on investment entity subsidiaries 1 - 865 865 - 305 305
Portfolio income
Dividends 1,2 36 (5) 31 35 (12) 23
Interest income from investment portfolio 1,2 34 (21) 13 46 (31) 15
Fees receivable 1,2 4 - 4 4 3 7
Foreign exchange on investments 1,3 826 (153) 673 (598) 220 (378)
Movement in the fair value of derivatives (31) - (31) 112 - 112
Gross investment return 3,406 80 3,486 2,137 (119) 2,018
Fees receivable from external funds 33 - 33 33 - 33
Operating expenses 1,4 (77) 1 (76) (75) - (75)
Interest receivable 1,4 6 - 6 10 (2) 8
Interest payable (33) - (33) (34) - (34)
Exchange movements 1,3 (24) (112) (136) 20 75 95
Other (expense)/income 1,4 (1) 9 8 2 9 11
Operating profit before carried interest 3,310 (22) 3,288 2,093 (37) 2,056
Carried interest
Carried interest and performance fees payable 1,4 (19) 18 (1) (48) 41 (7)
Operating profit before tax 3,291 (4) 3,287 2,045 4 2,049
Tax charge - - - (1) - (1)
Profit for the period 3,291 (4) 3,287 2,044 4 2,048
Other comprehensive expense that may be reclassified to the income statement
Exchange differences on translation of foreign operations 1,3 - 4 4 - (4) (4)
Other comprehensive income that will not be reclassified to the income
statement
Re-measurements of defined benefit plans - - - 2 - 2
Other comprehensive income/(expense) for the period - 4 4 2 (4) (2)
Total comprehensive income for the period ("Total return") 3,291 - 3,291 2,046 - 2,046
Footnotes:
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 periods. 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 entity subsidiaries".
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.
Reconciliation of consolidated statement of financial position
As at 30 September 2025 As at 31 March 2025
Investment IFRS IFRS Investment IFRS IFRS
basis adjustments basis basis adjustments basis
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Footnotes £m £m £m £m £m £m
Assets
Non-current assets
Investments
Quoted investments 1 1,057 (85) 972 916 (60) 856
Unquoted investments 1 28,242 (8,346) 19,896 24,663 (7,163) 17,500
Investments in investment entity subsidiaries 1,2 - 8,113 8,113 - 6,916 6,916
Investment portfolio 29,299 (318) 28,981 25,579 (307) 25,272
Other non-current assets 1 29 (6) 23 35 (6) 29
Retirement benefit surplus 64 - 64 63 - 63
Property, plant and equipment 18 - 18 18 - 18
Right of use asset 38 - 38 41 - 41
Derivative financial instruments 23 - 23 46 - 46
Total non-current assets 29,471 (324) 29,147 25,782 (313) 25,469
Current assets
Carried interest and performance 2 - 2 33 - 33
fees receivable
Other current assets 36 - 36 51 - 51
Derivative financial instruments 52 - 52 91 - 91
Cash and cash equivalents 1 439 (31) 408 423 (11) 412
Total current assets 529 (31) 498 598 (11) 587
Total assets 30,000 (355) 29,645 26,380 (324) 26,056
Liabilities
Non-current liabilities
Trade and other payables 1 (10) 1 (9) (10) 1 (9)
Carried interest and performance 1 (380) 349 (31) (333) 304 (29)
fees payable
Loans and borrowings (1,211) - (1,211) (1,194) - (1,194)
Derivative financial instruments (31) - (31) (4) - (4)
Retirement benefit deficit (17) - (17) (17) - (17)
Lease liability (40) - (40) (42) - (42)
Total non-current liabilities (1,689) 350 (1,339) (1,600) 305 (1,295)
Current liabilities
Trade and other payables 1 (78) 5 (73) (139) 4 (135)
Carried interest and performance fees payable 1 (4) - (4) (27) 15 (12)
Lease liability (4) - (4) (3) - (3)
Total current liabilities (86) 5 (81) (169) 19 (150)
Total liabilities (1,775) 355 (1,420) (1,769) 324 (1,445)
Net assets 28,225 - 28,225 24,611 - 24,611
Equity
Issued capital 734 - 734 719 - 719
Share premium 1,517 - 1,517 792 - 792
Other reserves 3 26,052 - 26,052 23,181 - 23,181
Own shares (78) - (78) (81) - (81)
Total equity 28,225 - 28,225 24,611 - 24,611
The Footnotes relating to the table above are below.
Statement of consolidated statement of financial position continued
Footnotes:
1 Applying IFRS 10 to the Consolidated statement of financial position
aggregates the line items of investment entity subsidiaries 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 of 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 cash flow statement
Six months to 30 September 2025 Six months to 30 September 2024
Investment IFRS IFRS Investment IFRS IFRS
basis adjustments basis basis adjustments basis
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Footnotes £m £m £m £m £m £m
Cash flow from operating activities
Purchase of investments 1 7 (5) 2 (893) 845 (48)
Proceeds from investments 1 392 (295) 97 1,556 (450) 1,106
Amounts paid to investment entity subsidiaries 1 - (29) (29) - (1,266) (1,266)
Amounts received from investment entity subsidiaries 1 - 327 327 - 535 535
Net cash flow from derivatives 57 - 57 54 - 54
Portfolio interest received 1 17 (12) 5 7 (1) 6
Portfolio dividends received 1 36 (5) 31 41 (12) 29
Portfolio fees received 2 - 2 - - -
Fees received from external funds 32 - 32 33 - 33
Carried interest and performance fees received 31 - 31 44 - 44
Carried interest and performance fees paid 1 (11) - (11) (381) 364 (17)
Operating expenses paid (96) - (96) (80) - (80)
Other cash income 1 5 1 6 1 - 1
Other cash expenses - - - (17) 4 (13)
Interest received 1 5 - 5 10 (2) 8
Net cash flow from operating activities 477 (18) 459 375 17 392
Cash flow from financing activities
Issue of shares 1 - 1 1 - 1
Purchase of own shares (15) - (15) - - -
Dividends paid (408) - (408) (332) - (332)
Lease payments (3) - (3) (3) - (3)
Interest paid (46) - (46) (41) - (41)
Net cash flow from financing activities (471) - (471) (375) - (375)
Cash flow from investing activities
Purchase of property, plant and equipment (1) - (1) (3) - (3)
Net cash flow from investing activities (1) - (1) (3) - (3)
Change in cash and cash equivalents 2 5 (18) (13) (3) 17 14
Cash and cash equivalents at the start of period 2 423 (11) 412 396 (38) 358
Effect of exchange rate fluctuations 1 11 (2) 9 (7) 4 (3)
Cash and cash equivalents at the end of period 2 439 (31) 408 386 (17) 369
Footnotes:
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 consolidated
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. Cash
held within investment entity subsidiaries will not be shown in the IFRS
statements but will be seen in the Investment basis statements.
IFRS Financial statements
Condensed consolidated statement of comprehensive income
Six months to Six months to
30 September 30 September
2025 2024
(unaudited) (unaudited)
Notes £m £m
Realised profits over value on the disposal of investments 2 15 5
Unrealised profits on the revaluation of investments 3 1,916 1,929
Fair value movements on investment entity subsidiaries 8 865 305
Portfolio income
Dividends 31 23
Interest income from investment portfolio 13 15
Fees receivable 4 4 7
Foreign exchange on investments 673 (378)
Movement in the fair value of derivatives (31) 112
Gross investment return 3,486 2,018
Fees receivable from external funds 4 33 33
Operating expenses (76) (75)
Interest received 6 8
Interest paid (33) (34)
Exchange movements (136) 95
Other income 8 11
Operating profit before carried interest 3,288 2,056
Carried interest
Carried interest and performance fees payable (1) (7)
Operating profit before tax 3,287 2,049
Tax charge - (1)
Profit for the period 3,287 2,048
Other comprehensive income that may be reclassified to the income statement
Exchange differences on translation of foreign operations 4 (4)
Other comprehensive expense that will not be reclassified to the income
statement
Re-measurements of defined benefit plans - 2
Other comprehensive income for the period 4 (2)
Total comprehensive income for the period ("Total return") 3,291 2,046
Earnings per share
Basic (pence) 5 340.2 212.2
Diluted (pence) 5 339.8 211.6
The Notes to the accounts section forms an integral part of these financial
statements.
Condensed consolidated statement of financial position
30 September 31 March
2025 2025
(unaudited) (audited)
Notes £m £m
Assets
Non-current assets
Investments
Quoted investments 7 972 856
Unquoted investments 7 19,896 17,500
Investments in investment entity subsidiaries 8 8,113 6,916
Investment portfolio 28,981 25,272
Other non-current assets 23 29
Retirement benefit surplus 64 63
Property, plant and equipment 18 18
Right of use asset 38 41
Derivative financial instruments 23 46
Total non-current assets 29,147 25,469
Current assets
Carried interest and performance fees receivable 2 33
Other current assets 36 51
Derivative financial instruments 52 91
Cash and cash equivalents 408 412
Total current assets 498 587
Total assets 29,645 26,056
Liabilities
Non-current liabilities
Trade and other payables (9) (9)
Carried interest and performance fees payable (31) (29)
Loans and borrowings (1,211) (1,194)
Derivative financial instruments (31) (4)
Retirement benefit deficit (17) (17)
Lease liability (40) (42)
Total non-current liabilities (1,339) (1,295)
Current liabilities
Trade and other payables (73) (135)
Carried interest and performance fees payable (4) (12)
Lease liability (4) (3)
Total current liabilities (81) (150)
Total liabilities (1,420) (1,445)
Net assets 28,225 24,611
Equity
Issued capital 734 719
Share premium 1,517 792
Capital redemption reserve 43 43
Share-based payment reserve 24 35
Translation reserve 5 1
Capital reserve 24,501 21,257
Revenue reserve 1,479 1,845
Own shares (78) (81)
Total equity 28,225 24,611
The Notes to the accounts section forms an integral part of these financial
statements.
Condensed consolidated statement of changes in equity
Share-
For the six months
to 30 September 2025
(unaudited)
Capital based
Share Share redemption payment Translation Capital Revenue Own Total
capital premium reserve reserve reserve reserve1 reserve1 shares equity
£m £m £m £m £m £m £m £m £m
Total equity at the start of 719 792 43 35 1 21,257 1,845 (81) 24,611
the period
Profit for the period - - - - - 3,262 25 - 3,287
Exchange differences on translation of foreign operations - - - - 4 - - - 4
Re-measurements of defined benefit plans - - - - - - - - -
Total comprehensive income for the period - - - - 4 3,262 25 - 3,291
Share-based payments - - - 6 - - - - 6
Release on exercise/forfeiture of share awards - - - (17) - - 17 - -
Exercise of share awards - - - - - (18) - 18 -
Ordinary dividends - - - - - - (408) - (408)
Purchase of own shares - - - - - - - (15) (15)
Issue of ordinary shares 15 725 - - - - - - 740
Total equity at the end of 734 1,517 43 24 5 24,501 1,479 (78) 28,225
the period
1 Refer to the Glossary towards the end of this document for the nature of the
capital and revenue reserves.
Share-
For the six months
to 30 September 2024
(unaudited)
Capital based
Share Share redemption payment Translation Capital Revenue Own Total
capital premium reserve reserve reserve reserve1 reserve1 shares equity
£m £m £m £m £m £m £m £m £m
Total equity at the start of 719 791 43 42 (6) 17,154 1,519 (92) 20,170
the period
Profit for the period - - - - - 2,001 47 - 2,048
Exchange differences on translation of foreign operations - - - - (4) - - - (4)
Re-measurements of defined benefit plans - - - - - 2 - - 2
Total comprehensive income for the period - - - - (4) 2,003 47 - 2,046
Share-based payments - - - 9 - - - - 9
Release on exercise/forfeiture of share awards - - - (21) - - 21 - -
Exercise of share awards - - - - - (11) - 11 -
Ordinary dividends - - - - - (132) (200) - (332)
Purchase of own shares - - - - - - - - -
Issue of ordinary shares - 1 - - - - - - 1
Total equity at the end of 719 792 43 30 (10) 19,014 1,387 (81) 21,894
the period
1 Refer to the Glossary towards the end of this document for the nature of the
capital and revenue reserves.
The Notes to the accounts section forms an integral part of these financial
statements.
Condensed consolidated cash flow statement
Six months to Six months to
30 September 30 September
2025 2024
(unaudited) (unaudited)
Notes £m £m
Cash flow from operating activities
Purchase of investments 2 (48)
Proceeds from investments 97 1,106
Amounts paid to investment entity subsidiaries (29) (1,266)
Amounts received from investment entity subsidiaries 327 535
Net cash flow from derivatives 57 54
Portfolio interest received 5 6
Portfolio dividends received 31 29
Portfolio fees received 2 -
Fees received from external funds 32 33
Carried interest and performance fees received 31 44
Carried interest and performance fees paid (11) (17)
Operating expenses paid (96) (80)
Other cash income 6 1
Other cash expenses - (13)
Interest received 5 8
Net cash flow from operating activities 459 392
Cash flow from financing activities
Issue of shares 1 1
Purchase of own shares (15) -
Dividend paid 6 (408) (332)
Lease payments (3) (3)
Interest paid (46) (41)
Net cash flow from financing activities (471) (375)
Cash flow from investing activities
Purchases of property, plant and equipment (1) (3)
Net cash flow from investing activities (1) (3)
Change in cash and cash equivalents (13) 14
Cash and cash equivalents at the start of the period 412 358
Effect of exchange rate fluctuations 9 (3)
Cash and cash equivalents at the end of the period 408 369
The Notes to the accounts section forms an integral part of these financial
statements.
Notes to the condensed consolidated financial statements
Basis of preparation and accounting policies
Compliance with International Financial Reporting Standards ("IFRS")
The Half-year condensed consolidated financial statements of 3i Group plc have
been prepared in accordance with the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority and IAS 34 Interim Financial
Reporting as adopted for use in the UK. The Half-year condensed consolidated
financial statements should be read in conjunction with the Annual report and
accounts 2025 which have been prepared and approved by the Directors in
accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and in accordance with UK-adopted
international accounting standards. The Annual report and accounts for the
year ended 31 March 2026 will be prepared in accordance with UK-adopted
international accounting standards.
The Half-year condensed consolidated financial statements are presented to the
nearest million sterling (£m), which is also the functional currency of the
Company. The accounting policies applied by 3i Group plc for the Half-year
condensed consolidated financial statements are consistent with those
described on pages 162 to 198 of the Annual report and accounts 2025. There
was no change in the current period to the critical accounting estimates and
judgements applied in 2025, which are stated on page 164 of the Annual report
and accounts 2025.
The financial information for the year ended 31 March 2025 and for the six
months ended 30 September 2025 contained within this Half-year report does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. The statutory accounts for the year to 31 March 2025, prepared under
IFRS in conformity with the requirements of the Companies Act 2006, have been
reported on by KPMG LLP and delivered to the Registrar of Companies. The
report of the Auditor on these statutory accounts was unqualified and did not
contain a statement under section 498(2) or section 498(3) of the Companies
Act 2006.
Going concern
These condensed consolidated financial statements are prepared on a going
concern basis. 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.
To support the going concern assessment, the Directors considered an analysis
of the Group's liquidity, solvency and regulatory capital position. The Group
manages and monitors liquidity regularly, ensuring it is adequate and
sufficient and is underpinned by its monitoring of investments, realisations,
operating expenses and receipt of portfolio cash income. At 30 September 2025,
the Group has liquidity of £1,639 million (31 March 2025: £1,323 million).
Liquidity comprised of cash and deposits of £439 million (31 March 2025:
£423 million) and an undrawn facility of £1,200 million (31 March 2025:
£900 million), which has no financial covenants. During the period, we
refinanced our existing £900 million RCF with a new five-year
£1,200 million facility at improved pricing, thereby increasing our
available liquidity. Since the balance sheet date the Group completed the
Action transaction detailed in the Chief Executive's review, which generated
net proceeds of £189 million.
As a proprietary investor, the Group has a long-term, responsible investment
approach, and is not subject to significant 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.
Having performed the assessment on going concern, the Directors considered it
appropriate to prepare the condensed consolidated financial statements of the
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 macroeconomic and geopolitical environment and can continue operations
for a period of at least 12 months from the date of issue of these financial
statements.
1 Segmental analysis
The tables below are presented on the Investment basis, which is the basis
used by the chief operating decision maker, the Chief Executive, to monitor
the performance of the Group. A description of the Investment basis and a
reconciliation of the Investment basis to the IFRS financial statements is
provided earlier in this document. Further detail on the Group's segmental
analysis can be found on pages 166 to 168 of the Annual report and accounts
2025. The remaining Notes are prepared on an IFRS basis.
Investment basis Private Of which is
Equity Action Infrastructure Scandlines Total3
Six months to 30 September 2025 £m £m £m £m £m
Realised profits over value on the disposal of investments 63 - - - 63
Unrealised profits on the revaluation of investments 2,324 2,118 131 19 2,474
Portfolio income
Dividends 11 - 19 6 36
Interest income from investment portfolio 27 - 7 - 34
Fees receivable 4 - - - 4
Foreign exchange on investments 821 776 (18) 23 826
Movement in the fair value of derivatives (16) (47) - (15) (31)
Gross investment return 3,234 2,847 139 33 3,406
Fees receivable from external funds 2 - 31 - 33
Operating expenses (51) - (24) (2) (77)
Interest receivable 6
Interest payable (33)
Exchange movements (24)
Other income (1)
Operating profit before carried interest 3,310
Carried interest
Carried interest and performance fees payable (20) - 1 - (19)
Operating profit before tax 3,291
Tax charge -
Profit for the period 3,291
Other comprehensive income
Re-measurements of defined benefit plans -
Total return 3,291
Realisations 391 - 1 - 392
Cash investment1 (732) (739) (3) - (735)
Net investment (341) (739) (2) - (343)
Balance sheet
Opening portfolio value at 1 April 2025 23,558 17,831 1,492 529 25,579
Investment2 754 739 3 - 757
Value disposed (328) - (1) - (329)
Unrealised value movement 2,324 2,118 131 19 2,474
Foreign exchange and other movements 810 776 (15) 23 818
Closing portfolio value at 30 September 2025 27,118 21,464 1,610 571 29,299
1 Cash investment per the segmental analysis is different to purchase of
investments per the cash flow due to a £739 million non-cash investment in
Action and a £3 million investment in Private Equity which was recognised in
the period and paid after the period end.
2 Includes capitalised interest and non-cash investment.
3 The total is the sum of Private Equity, Infrastructure and Scandlines. "Of
which is 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.
1 Segmental analysis continued
Investment basis Private Of which is
Equity Action Infrastructure Scandlines Total
Six months to 30 September 2024 £m £m £m £m £m3
Realised profits over value on the disposal of investments 11 - - - 11
Unrealised profits on the revaluation of investments 2,467 2,170 47 13 2,527
Portfolio income
Dividends 5 - 18 12 35
Interest income from investment portfolio 40 - 6 - 46
Fees receivable 4 2 - - 4
Foreign exchange on investments (555) (389) (28) (15) (598)
Movement in the fair value of derivatives 99 44 - 13 112
Gross investment return 2,071 1,827 43 23 2,137
Fees receivable from external funds 2 - 31 - 33
Operating expenses (50) - (24) (1) (75)
Interest receivable 10
Interest payable (34)
Exchange movements 20
Other income 2
Operating profit before carried interest 2,093
Carried interest
Carried interest and performance fees payable (42) (18) (6) - (48)
Operating profit before tax 2,045
Tax charge (1)
Profit for the period 2,044
Other comprehensive income
Re-measurements of defined benefit plans 2
Total return 2,046
Realisations1 1,548 1,164 5 - 1,553
Cash investment (888) (768) (5) - (893)
Net realisations 660 396 - - 660
Balance sheet
Opening portfolio value at 1 April 2024 19,629 14,158 1,488 519 21,636
Investment2 925 768 5 - 930
Value disposed (1,537) (1,164) (5) - (1,542)
Unrealised value movement 2,467 2,170 47 13 2,527
Foreign exchange and other movements (554) (389) (31) (13) (598)
Closing portfolio value at 30 September 2024 20,930 15,543 1,504 519 22,953
1 Realised proceeds may differ from cash proceeds due to timing of receipts.
During the period cash proceeds of £5 million were received in the Private
Equity portfolio, which were recognised as a receivable in the prior year. The
Private Equity portfolio also incurred £2 million of withholding tax on a
distribution received.
2 Includes capitalised interest and non-cash investment.
3 The total is the sum of Private Equity, Infrastructure and Scandlines. "Of
which is 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.
2 Realised profits over value on the disposal of investments
Unquoted
investments Total
Six months to 30 September 2025 £m £m
Realisations 97 97
Valuation of disposed investments (82) (82)
15 15
Of which:
- profit recognised on realisations 15 15
- losses recognised on realisations - -
15 15
Unquoted
investments Total
Six months to 30 September 2024 £m £m
Realisations 1,106 1,106
Valuation of disposed investments (1,101) (1,101)
5 5
Of which:
- profit recognised on realisations 5 5
- losses recognised on realisations - -
5 5
3 Unrealised profits on the revaluation of investments
Unquoted Quoted
investments investments Total
Six months to 30 September 2025 £m £m £m
1,800 116 1,916
Movement in the fair value of investments
Of which:
- unrealised gains 1,819 116 1,935
- unrealised losses (19) - (19)
1,800 116 1,916
Unquoted Quoted
investments investments Total
Six months to 30 September 2024 £m £m £m
Movement in the fair value of investments 1,890 39 1,929
Of which:
- unrealised gains 1,909 39 1,948
- unrealised losses (19) - (19)
1,890 39 1,929
4 Revenue
Items from the Consolidated statement of comprehensive income which fall
within the scope of IFRS 15 are included in the table below:
Private
Equity Infrastructure Total
Six months to 30 September 2025 £m £m £m
Total revenue by geography1
UK 1 29 30
Europe 3 1 4
North America 2 1 3
Total 6 31 37
Revenue by type
Fees receivable2 from portfolio 4 - 4
Fees receivable from external funds 2 31 33
Total 6 31 37
Private
Equity Infrastructure Total
Six months to 30 September 2024 £m £m £m
Total revenue by geography1
UK - 29 29
Europe 8 1 9
North America 1 1 2
Total 9 31 40
Revenue by type
Fees receivable2 from portfolio 7 - 7
Fees receivable from external funds 2 31 33
Total 9 31 40
1 For fees receivable from external funds the geography is based on the
domicile of the fund.
2 Fees receivable above are different to the Investment basis figures included
in Note 1. This is due to the fact that Note 1 is disclosed on the Investment
basis and the table above is shown on the IFRS basis. An explanation of the
Investment basis and a reconciliation between Investment basis and IFRS basis
is available earlier in this document.
5 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 period 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.
30 September 31 March
2025 2025
Net assets per share (£)
Basic 28.61 25.49
Diluted 28.57 25.42
Net assets (£m)
Net assets attributable to equity holders of the Company 28,225 24,611
30 September 31 March
2025 2025
Number of shares in issue
Ordinary shares 993,331,347 973,398,978
Own shares (6,813,169) (7,979,305)
986,518,178 965,419,673
Effect of dilutive potential ordinary shares
Share awards 1,477,794 2,665,677
Diluted shares 987,995,972 968,085,350
On 24 September 2025, the Group completed a purchase of a limited partnership
interest representing 2.2% of Action from GIC in exchange for the issue of
19,916,225 new 3i Group plc 73 19/22 pence ordinary shares. The equivalent
value of this consideration was £739 million.
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 period to 30 September
2025 are 966,085,957 (30 September 2024: 965,017,251). 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 period to 30 September 2025 are 967,357,608
(30 September 2024: 967,767,493).
Six months Six months
to 30 September to 30 September
2025 2024
Earnings per share (pence)
Basic 340.2 212.2
Diluted 339.8 211.6
Earnings (£m)
Profit for the period attributable to equity holders of the Company 3,287 2,048
6 Dividends
Six months to Six months to Six months to Six months to
30 September 30 September 30 September 30 September
2025 2025 2024 2024
pence pence
per share £m per share £m
Declared and paid during the period
Second dividend 42.50 408 34.50 332
42.50 408 34.50 332
Proposed first dividend 36.50 358 30.50 294
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.
6 Dividends continued
The dividend can be paid out of either the capital reserve or the revenue
reserve subject to the investment trust rules, see the statement of changes in
equity for details of reserves.
The distributable reserves of the parent company as at, 30 September 2025,
were £10,374 million (31 March 2025: £10,488 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.
7 Investment portfolio
This section should be read in conjunction with Note 11 on page 174 to 175 of
the Annual report and accounts 2025, which provides more detail about initial
recognition and subsequent measurement of investments at fair value.
Six months to Year to
30 September 2025 31 March 2025
Non-current £m £m
Opening fair value 18,356 15,072
Additions 6 819
- of which loan notes with nil value (7) (9)
Disposals, repayments and write-offs (82) (1,102)
Fair value movement1 1,916 3,812
Other movements2 679 (236)
Closing fair value 20,868 18,356
Quoted investments 972 856
Unquoted investments 19,896 17,500
Closing fair value 20,868 18,356
1 All fair value movements relate to assets held at the end of the period and
are recognised in unrealised profits on the revaluation of investments.
2 Other movements include the impact of foreign exchange and accrued interest.
3i's investment portfolio is made up of longer-term investments, with average
holding periods greater than one year, and thus is classified as non-current.
The table below reconciles between purchase of investments in the cash flow
statement and additions as disclosed in the table above.
Six months to Year to
30 September 2025 31 March 2025
£m £m
Purchase of investments (2) 150
Transfer of portfolio investments from investment entity subsidiaries1 - 1,371
Transfer of portfolio investments to investment entity subsidiaries2 - (730)
Investment payable 1 -
Investment (1) 791
Capitalised interest received by way of loan notes 7 28
Additions 6 819
1 The comparative figure relates to Action. See Note 8 for further details.
2 The comparative includes £593 million related to Action. See Note 8 for
further details.
Included within profit or loss is £13 million (30 September 2024: £15
million) of interest income. Interest income included no (30 September 2024:
£3 million) accrued income capitalised during the period, £4 million of cash
income accrued and received in the period (30 September 2024: £6 million)
and £9 million (30 September 2024: £6 million) of accrued income remaining
uncapitalised at the period end.
Quoted investments are classified as Level 1 and unquoted investments are
classified as Level 3 in the fair value hierarchy; see Note 9 for details.
8 Investments in investment entity subsidiaries
This section should be read in conjunction with Note 12 on page 175 to 176 of
the Annual report and accounts 2025, which provides more detail about
accounting policies adopted, entities which are typically investment in
investment entities and the determination of fair value.
Level 3 fair value reconciliation - investments in investment entity
subsidiaries
Six months to Year to
30 September 2025 31 March 2025
Non-current £m £m
Opening fair value 6,916 5,804
Amounts paid to investment entity subsidiaries 29 1,537
Amounts received from investment entity subsidiaries (327) (865)
Fair value movements on investment entity subsidiaries 865 953
Transfer of portfolio investments from investment entity subsidiaries - (1,371)
Transfer of portfolio investments to investment entity subsidiaries - 730
Transfer of assets to investment entity subsidiaries 748 59
Exchange movements (118) 69
Closing fair value 8,113 6,916
Transfer of portfolio investments from and to investment entity subsidiaries
includes the transfer of investment portfolio between investment entity
subsidiaries and the Company at fair value. The consideration for these
transfers can either be cash or intra-group receivables.
During the period to 30 September 2025, the Company did not transfer any
portfolio investments to, or receive any from, its investment entity
subsidiaries. During the year to 31 March 2025, the Company received a
transfer of portfolio investments amounting to £1,371 million relating to
Action from partnerships classified as investment entity subsidiaries. During
the year to 31 March 2025, the Company transferred portfolio investments
amounting to £730 million relating to partnerships classified as investment
entity subsidiaries of which £593 million related to Action.
Transfer of assets to investment entity subsidiaries includes the
consideration of £739 million (31 March 2025: nil) in relation to the Action
transaction detailed in Note 5.
Restrictions
3i Group plc, the ultimate parent company, receives dividend income from its
subsidiaries. There is £14 million (31 March 2025: nil) of restrictive cash
held in investment entity subsidiaries relating to carried interest and
performance fees payable.
Support
3i Group plc continues to provide, where necessary, ongoing support to its
investment entity subsidiaries for the purchase of portfolio investments.
9 Fair values of assets and liabilities
This section should be read in conjunction with Note 13 on pages 176 to 179 of
the Annual report and accounts 2025, which provides more detail about
accounting policies adopted, the definitions of the three levels of fair value
hierarchy, valuation methods used in calculating fair value and the valuation
framework which governs oversight of valuations. There have been no changes in
the accounting policies adopted or the valuation methodologies used.
Valuation
The fair values of the Group's financial assets and liabilities not held at
fair value are not materially different from their carrying values, with the
exception of loans and borrowings. The fair value of loans and borrowings is
£1,165 million (31 March 2025: £1,115 million), determined with reference to
their published market prices. The carrying value of the loans and borrowings
is £1,211 million (31 March 2025: £1,194 million) and accrued interest
payable (included within trade and other payables) is £19 million (31 March
2025: £29 million).
9 Fair values of assets and liabilities continued
Valuation hierarchy
The Group classifies financial instruments measured at fair value according to
the following hierarchy:
Level Fair value input description Financial instruments
Level 1 Quoted prices (unadjusted) from active markets Quoted equity instruments
Level 2 Inputs other than quoted prices included in Level 1 that are observable either Derivative financial instruments
directly (i.e., as prices) or indirectly (i.e., derived from prices)
Level 3 Inputs that are not based on observable market data Unquoted investments
The table below shows the classification of financial instruments held at fair
value into the valuation hierarchy at 30 September 2025:
30 September 2025 31 March 2025
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£m £m £m £m £m £m £m £m
Assets
Quoted investments 972 - - 972 856 - - 856
Unquoted investments - - 19,896 19,896 - - 17,500 17,500
Investments in investment entity subsidiaries - - 8,113 8,113 - - 6,916 6,916
Other financial assets - 75 13 88 - 137 18 155
Liabilities
Other financial liabilities - (31) - (31) - (4) - (4)
Total 972 44 28,022 29,038 856 133 24,434 25,423
We determine that in the ordinary course of business, the net asset value of
an investment entity subsidiary is considered to be the most appropriate to
determine fair value. The underlying portfolio is valued under the same
methodology as directly held investments, with any other assets or liabilities
within investment entity subsidiaries fair valued in accordance with the
Group's accounting policies. Note 8 details the Directors' considerations
about the fair value of the underlying investment entity subsidiaries.
Level 3 fair value reconciliation - unquoted investments
Six months to Year to
30 September 31 March
2025 2025
£m £m
Opening fair value 17,500 14,193
Additions1 6 819
- of which loan notes with nil value (7) (9)
Disposals, repayments and write-offs (82) (1,102)
Fair value movement2 1,800 3,835
Other movements3 679 (236)
Closing fair value 19,896 17,500
1 The table in Note 7 reconciles additions.
2 All fair value movements relate to assets held at the end of the period and
are recognised in unrealised profits on the revaluation of investments.
3 Other movements includes the impact of foreign exchange and accrued
interest.
Unquoted investments valued using Level 3 inputs also had the following impact
on profit or loss: realised profits over value on disposal of investment of
£15 million (30 September 2024: £5 million), dividend income of £14 million
(30 September 2024: £7 million) and foreign exchange gains of £673 million
(30 September 2024: £378 million loss).
9 Fair values of assets and liabilities continued
Assets move between Level 1 and Level 3 when an unquoted equity investment
lists on a quoted market exchange. There were no transfers into or out of
Level 3 during the period. In the six months to 30 September 2025, three
assets changed valuation basis within Level 3, with two moving from the price
of recent investment to earnings-based valuations and one asset moving from an
earnings-basis to an imminent sale basis. Action remains unchanged on an
earnings-based valuation. The changes in valuation methodology during the
period reflect our view of the most appropriate method to determine the fair
value of these assets at 30 September 2025. Further information can be found
in the Business and Financial reviews.
The following table summarises the various valuation methodologies used by the
Group to fair value Level 3 instruments, together with the key inputs,
sensitivities applied, and the impact of those sensitivities on the valuation.
Overall, Action continues to trade strongly, with Royal Sanders and several of
our other large portfolio companies also showing good momentum amid a
challenging macroeconomic and geopolitical backdrop across Europe and the
US. As part of our case-by-case review of portfolio companies, the risks and
opportunities arising from climate change are an important consideration in
the overall discussion on fair value. These risks are appropriately reflected
in the multiple sensitivity. All numbers in the table below are on an
Investment basis.
Level 3 unquoted investments
Fair value
Fair value at impact of
30 September Sensitivity on key sensitivities
Methodology Description Inputs 2025 (£m) unobservable input (£m)
Earnings Most commonly used Private Equity valuation methodology Earnings multiples are applied to the earnings of the Company to determine the 26,576 For the assets valued on an earnings basis, we have applied a 5% sensitivity 1,542
enterprise value
to the earnings multiple
(Private Equity)
(31 March 2025: 22,978)
(31 March 2025: 1,361)
Used for investments which are typically profitable and for which we can
determine a set of listed companies and precedent transactions, where Earnings multiples
relevant, with similar characteristics
(1,544)
When selecting earnings multiple, we consider:
(31 March 2025: (1,361))
1.Comparable listed companies' current performance and through-the-cycle
averages
Action is our largest asset, and we have applied a 1.0x sensitivity to its net
2. Relevant market transaction multiples valuation multiple of 18.5x)
3. Company performance, organic growth and value-accretive add-ons, if any 1,331
4. Exit expectations and other company specific factors (31 March 2025: 1,129)
For point 1 and 2 of the above we select companies in the same industry and, (1,331)
where possible, with a similar business model and profile in terms of size,
products, services and customers, growth rates and geographic focus (31 March 2025: (1,129))
The pre-discount multiple ranges from 7.5x - 20.0x (31 March 2025: 7.5x -
20.0x)
9 Fair values of assets and liabilities continued
Fair value
Fair value at impact of
30 September Sensitivity on key sensitivities
Methodology Description Inputs 2025 (£m) unobservable input (£m)
Other inputs:
Earnings
Reported earnings are adjusted for non-recurring items, such as restructuring
expenses for significant corporate actions and, in exceptional cases, run-rate
adjustments to arrive at maintainable earnings
The most common measure is earnings before interest, tax, depreciation and
amortisation ("EBITDA")
Earnings are usually obtained from portfolio company management accounts to
the preceding quarter end, with reference also to forecast earnings and the
maintainable view of earnings
Action, our largest asset, is valued using run-rate earnings
Discounted cash flow Appropriate for businesses with long-term stable cash flows, typically in Long-term cash flows are discounted at a rate which is benchmarked against 1,082 For the assets valued on a DCF basis, we have applied a 5% sensitivity to the (44)
Infrastructure or alternatively, businesses where DCF is more appropriate in market data, where possible, or adjusted from the rate at the initial
discount rate
(Infrastructure/ Scandlines) the short term investment based on changes in the risk profile of the investment (31 March 2025: 1,044) (31 March 2025: (44))
The range of discount rates used in our DCF valuations is 10.5% to 16.0% (31 47
March 2025: 10.5% to 16.0%).
(31 March 2025: 47)
NAV (Infrastructure) Used for investments in unlisted funds Net asset value reported by the fund manager. The valuation of the underlying 128 A 5% increase on closing NAV 6
portfolio is consistent with IFRS
(31 March 2025: 121) (31 March 2025: 6)
Imminent sale Used for assets where a sale has been agreed A 2.5% discount is typically applied to expected proceeds 141 n/a n/a
(Private Equity) (31 March 2025: -)
Price of recent Used for recent Valued net of negotiation fees - n/a n/a
investment investments in unlisted (31 March 2025: 216)
(Private Equity) companies
Other (Private Equity/Infrastructure) Used where elements of a business are valued on different bases Values of separate elements prepared on or triangulated against one of the 315 A 5% increase in the closing value 16
methodologies listed above
(31 March 2025: 304) (31 March 2025: 15)
10 Related parties
All related party transactions that took place in the six months ending
30 September 2025, are consistent in nature with the disclosures in Note 28
on pages 194 to 195 of the Annual report and accounts 2025. Related party
transactions which took place in the period and materially affected
performance or the financial position of the Group, together with any material
changes in related party transactions as described in the Annual report and
accounts 2025 that could materially affect the performance, or the financial
position of the Group, are detailed below.
There are no material transactions with controlled investments, associates,
limited partnerships or unconsolidated structured entities during the period
(2024: none).
Management arrangements
The Group acted as Investment Manager to 3iN, which is listed on the London
Stock Exchange, for the period to 30 September 2025. The following amounts
have been recognised in respect of the management relationship:
Six months to Six months to
30 September 30 September
2025 2024
Consolidated statement of comprehensive income £m £m
Unrealised profit on the revaluation of investments 116 39
Dividends 17 16
Fees receivable from external funds 26 26
Statement of Directors' responsibilities
The Directors, who are required to prepare the financial statements on a going
concern basis unless it is not appropriate, are satisfied that the Group has
the resources to continue in business for the foreseeable future.
In making this assessment, the Directors have considered information relating
to present and future conditions, including future projections of
profitability and cash flows.
The Directors confirm that to the best of their knowledge:
(1) the condensed set of financial statements has been prepared in accordance
with IAS 34 "Interim Financial Reporting" as adopted for use in the UK; and
(2) the Half-year report includes a fair review of the information required
by:
1DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year ending 31 March 2026 and their impact on the condensed
set of financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and
2DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being (i)
related party transactions that have taken place in the first six months of
the financial year ending 31 March 2026 which have materially affected the
financial position or performance of 3i Group during that period; and (ii) any
changes in the related party transactions described in the Annual report and
accounts 2025 that could materially affect the financial position or
performance of 3i Group during the first six months of the financial year
ending 31 March 2026.
List of Directors and their functions
The Directors of the Company and their functions are listed below:
David Hutchison, Chair
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
12 November 2025
Registered Office:
1 Knightsbridge
London
SW1X 7LX
UK
Independent review report to 3i Group plc
Conclusion
We have been engaged by 3i Group plc ("the Company") to review the condensed
set of financial statements in the Half-yearly financial report for the six
months ended 30 September 2025 which comprises the condensed consolidated
statement of comprehensive income, the condensed consolidated statement of
financial position, the condensed consolidated statement of changes in equity,
the condensed consolidated cash flow statement and the related explanatory
notes.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the Half-yearly
financial report for the six months ended 30 September 2025 is not prepared,
in all material respects, in accordance with IAS 34 Interim Financial
Reporting as adopted for use in the UK and the Disclosure Guidance and
Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the
UK FCA").
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK.
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. We read the other information
contained in the Half-yearly financial report and consider whether it contains
any apparent misstatements or material inconsistencies with the information in
the condensed set of financial statements.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention that causes us to believe that the directors
have inappropriately adopted the going concern basis of accounting, or that
the directors have identified material uncertainties relating to going concern
that have not been appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410. However, future events or conditions may cause the Company to
cease to continue as a going concern, and the above conclusions are not a
guarantee that the Company will continue in operation.
Directors' responsibilities
The Half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
Half-yearly financial report in accordance with the DTR of the UK FCA.
As disclosed in the 'Basis of preparation and accounting policies' note, the
annual financial statements of the Company are prepared in accordance with
UK-adopted international accounting standards.
The directors are responsible for preparing the condensed set of financial
statements included in the Half-yearly financial report in accordance with IAS
34 as adopted for use in the UK.
In preparing the condensed set of financial statements, the directors are
responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Company or to cease operations, or have no realistic alternative
but to do so.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the Half-yearly financial report based on our
review. Our conclusion, including our conclusions relating to going concern,
are based on procedures that are less extensive than audit procedures, as
described in the Basis for conclusion section of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the DTR of the
UK FCA. Our review has been undertaken so that we might state to the Company
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company for our review work, for this
report, or for the conclusions we have reached.
Fang Fang Zhou
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
Canary Wharf
London
E14 5GL
12 November 2025
Portfolio and other information
15 large investments
The investments listed below are the 15 largest investments by value. These
assets account for 94% of the portfolio value at 30 September 2025 (31 March
2025: 93%). One portfolio company has been excluded due to commercial
sensitivity.
Residual Residual
Business line cost1 cost1 Valuation2 Valuation2
Geography September March September March
Investment First invested in 2025 2025 2025 2025 Relevant transactions
Description of business Valuation basis £m £m £m £m in the period
Action* Private Equity 2,616 1,877 21,464 17,831 Acquired a 2.2% stake
General merchandise discount retailer Netherlands in September 2025
2011 for consideration of
Earnings £739 million.3
3i Infrastructure plc* Infrastructure 305 305 972 856 £17 million dividend
Quoted investment company, investing in infrastructure UK received
2007
Quoted
Royal Sanders* Private Equity 204 204 968 865
Private label and contract manufacturing producer of personal care products Netherlands
2018
Earnings
Cirtec Medical* Private Equity 172 172 587 614
Outsourced medical device manufacturing US
2017
Earnings
Scandlines Scandlines 531 531 571 529 £6 million dividend
Ferry operator between Denmark and Germany Denmark/Germany received
2018
DCF
AES Private Equity 30 30 430 419 £4 million dividend
Manufacturer of mechanical seals and provider of reliability services UK received
1996
Earnings
Tato Private Equity 2 2 387 382 £7 million dividend
Manufacturer and seller of specialty chemicals UK received
1989
Earnings
Audley Travel* Private Equity 338 338 356 276
Provider of experiential tailor-made travel UK
2015
Earnings
SaniSure* Private Equity 76 76 308 324
Manufacturer, distributor and integrator of single-use bioprocessing systems US
and components
2019
Earnings
European Bakery Group* Private Equity 67 63 296 278
Industrial bakery group specialised in bake-off bread and snack products Netherlands
2021
Earnings
15 large investments continued
Residual Residual
Business line cost1 cost1 Valuation2 Valuation2
Geography September March September March
Investment First invested in 2025 2025 2025 2025 Relevant transactions
Description of business Valuation basis £m £m £m £m in the period
Smarte Carte* Infrastructure 198 196 296 308
Provider of self-serve vended luggage carts, electronic lockers and concession US
carts
2017
DCF
ten23 health* Private Equity 200 183 276 250 Further investment
Biologics focused CDMO Switzerland of £16 million
2021
Other
Luqom* Private Equity 281 273 244 218
Online lighting specialist retailer Germany
2017
Earnings
Q Holding*,4 Private Equity 162 162 174 172
Manufacturer of catheter products serving the medical device market US
2014
Earnings
MAIT* Private Equity 53 53 141 110 Sale agreed in
IT services provider of PLM & ERP software applications and IT Germany September 2025.
infrastructure solutions for larger SME clients in the DACH region
2021 £147 million received
Imminent sale in November 2025.
5,235 4,465 27,470 23,432
* 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 proceeds or dividends received under our ownership.
3 Acquired a further 2.2% stake in Action in October 2025 for £755 million
4 The capital proceeds received in FY2023 from the partial disposal of the
investment did not result in a reduction to the cost base.
Glossary
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. 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.
Board The Board of Directors of the Company.
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.
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 ("LFL") 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.
Performance fees receivable The Group earns a performance fee from the
investment management services it provides to 3i Infrastructure plc ("3iN")
when 3iN's total return for the year exceeds a specified threshold. This fee
is calculated on an annual basis and paid in cash early in the next financial
year.
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.
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.
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.
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.
Information for shareholders
Note
The first FY2026 dividend is expected to be paid on 9 January 2026 to holders
of ordinary shares on the register on 28 November 2025. The ex-dividend date
will be 27 November 2025.
3i Group plc
Registered office:
1 Knightsbridge
London
SW1X 7LX
UK
Registered in England No. 1142830
An investment company as defined by section 833 of the Companies Act 2006.
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