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REG - 3i Group PLC - Results for the year to 31 March 2026

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RNS Number : 2396E  3i Group PLC  14 May 2026

This announcement contains inside information for the purposes of Article 7 of
the UK version of the EU Market Abuse Regulation (596/2014). Upon the
publication of this announcement, this information is considered to be in the
public domain.

 

14 May 2026

 

3i Group plc announces results for the year

to 31 March 2026 and share buyback programme

3i delivered another strong result in FY2026

 

 • FY2026 total return of £5,304 million or 22% on opening shareholders'
 funds (2025: £5,049 million, 25%) and NAV per share of 3,030 pence at 31
 March 2026 (31 March 2025: 2,542 pence), including a 77 pence per share gain
 on foreign exchange translation.

 • Our Private Equity business delivered a gross investment return ("GIR") of
 £5,303 million or 23% (2025: £5,113 million, 26%). Action remained the
 significant driver of the Group's financial performance in FY2026. Royal
 Sanders delivered another year of robust growth. Across our remaining
 portfolio, we are seeing a number of standout performers in our consumer and
 private label sector, while our other sectors remain resilient. The
 realisations of MPM and MAIT during the year generated realised proceeds of
 £542 million and money multiples ahead of our return target of 2x.

 • Action generated a GIR of £4,510 million, or 25%, on its opening value.
 During the year, we also recognised realised proceeds and dividend
 distributions from Action to 3i of £1,190 million. In 2025, Action generated
 annual net sales growth of 16%, like-for-like ("LFL") sales growth of 4.9% and
 EBITDA growth of 14%. In the first three periods of 2026 (P3 2026 which ended
 on 29 March 2026), Action's net sales were €4,010 million (first three
 periods of 2025: €3,521 million), operating EBITDA of €498 million (first
 three periods of 2025: €464 million) and LFL sales growth of 3.6%.

 • At the end of week 19 (10 May 2026), Action's year to date LFL sales
 growth was 2.4%, against a 6.8% comparable LFL over the same period last year.
 While FMCG categories are trading well, seasonal categories have
 underperformed in the period, affected by cooler weather in recent weeks
 against high comparables last year. Continued consumer caution in France and
 lower traffic in Germany since the deterioration of the situation in the
 Middle East at the end of March, resulted in flat year to date LFL performance
 in those countries. Trading in the Netherlands, Belgium and Southern Europe is
 in line with or ahead of expectations. At 10 May 2026, Action's cash balance
 was €925 million. 69 new stores have been opened in the year to date.

 • Our Infrastructure business generated a GIR of £106 million, or 7% (2025:
 £52 million, 3%). During the year, 3iN announced the realisation of its
 largest asset TCR, for proceeds of €1.1 billion, resulting in a money
 multiple of 3.6x.

 • In total, across the Group, we received £1.9 billion of cash proceeds
 from the portfolio. We ended the year with liquidity of £1,864 million, net
 debt of £547 million and gearing of 2%.

 • Total dividend of 84.5 pence per share for FY2026, with a second FY2026
 dividend of 48.0 pence per share to be paid in July 2026 subject to
 shareholder approval.

 • Announcing a buyback programme of up to £750 million, aimed at reducing
 share capital, intended for completion before 31 December 2026

 

 Simon Borrows, 3i's Chief Executive, commented:
 "FY2026 was another good year for 3i with strong contributions from each of
 Action, the broader Private Equity portfolio and Infrastructure. The market
 environment remains complex with heightened geopolitical risk from the
 unresolved Middle East situation in particular. As a result, we expect to see
 an increase in inflation over the coming months.

 Action continues to differentiate itself from its competitors with its
 continued focus on quality at the lowest price, which has made it a consumer
 favourite across Europe. Its growth story is underpinned by the combination of
 a powerful, multi-year, store roll-out programme into significant white space
 potential and compounding in LFL sales growth, with some of the best store
 economics we have seen in a retail concept. We are also seeing some good
 momentum across the rest of the Private Equity portfolio.

 The announcement of our buyback programme reinforces our consistent focus on
 optimising value creation. In addition, our focus on active asset management
 across the portfolio has served us well over many years and gives us
 confidence in our ability to continue to compound returns for 3i shareholders
 both this year and over the long term."

Financial highlights

                                                Year to/as at  Year to/as at

                                                31 March       31 March

                                                2026           2025
 Group
 Total return                                   £5,304m        £5,049m
 Operating expenses                             £(135)m        £(150)m
 Operating cash profit                          £276m          £469m

 Realised proceeds                              £1,517m        £1,837m
 Gross investment return                        £5,464m        £5,211m
 As a percentage of opening 3i portfolio value  21%            24%
 Investment                                     £2,646m        £1,182m
 Cash investment                                £907m          £1,182m
 Non-cash investment                            £1,739m        -
 3i portfolio value                             £31,821m       £25,579m
 Gross debt                                     £(1,211)m      £(1,194)m
 Net debt                                       £(547)m        £(771)m
 Gearing1                                       2%             3%
 Liquidity                                      £1,864m        £1,323m
 Net asset value                                £30,887m       £24,611m
 Diluted net asset value per ordinary share     3,030p         2,542p
 Total dividend per share                       84.5p          73.0p

1 Gearing is net debt as a percentage of net assets.

 

ENDS

For further information, please contact:

 

 Silvia Santoro
 Group Investor Relations Director  Tel: 020 7975 3258
 Kathryn van der Kroft              Tel: 020 7975 3021
 Communications Director

 

For further information regarding the announcement of 3i's annual results to
31 March 2026, including a live webcast of the results presentation at 9.00am,
please visit www.3i.com.

 

Notes to editors

 

3i is a leading international investment manager focused on mid-market Private
Equity and Infrastructure. Our core investment markets are Europe and North
America. For further information, please visit: www.3i.com.

 

Notes to the announcement of the results

 

Note 1

 

All of the financial data in this announcement is taken from the Investment
basis financial statements. The statutory accounts are prepared under IFRS for
the year to 31 March 2026 and have not yet been delivered to the Registrar of
Companies. The statutory accounts for the year to 31 March 2025 have been
delivered to the Registrar of Companies. The auditor's reports on the
statutory accounts for these years are unqualified and do not contain any
matters to which the auditor drew attention by way of emphasis or any
statements under section 498(2) or (3) of the Companies Act 2006. This
announcement does not constitute statutory accounts.

 

Note 2

 

Copies of the Annual report and accounts 2026 will be posted to shareholders
on or soon after Wednesday 28 May 2026.

 

Note 3

 

This announcement may contain statements about the future including certain
statements about the future outlook for 3i Group plc and its subsidiaries
("3i"). These are not guarantees of future performance and will not be
updated. Although we believe our expectations are based on reasonable
assumptions, any statements about the future outlook may be influenced by
factors that could cause actual outcomes and results to be materially
different.

 

Note 4

 

Subject to shareholder approval, the proposed second dividend is expected to
be paid on Friday 24 July 2026 to holders of ordinary shares on the register
on Friday 19 June 2026. The ex-dividend date will be Thursday 18 June 2026.

Chair's statement

"FY2026 saw 3i deliver another year of consistent execution against its
strategy, driving long-term growth for shareholders despite market volatility
and geopolitical uncertainty"

 

FY2026 was another year of consistent execution against our strategy, with
total return again exceeding 20% and net assets surpassing £30 billion. This
outcome was driven by the continued compounding growth of Action and Royal
Sanders, disciplined capital allocation into our best investments, and
attractive returns from exits across our portfolio, against heightened
geopolitical uncertainty and a continued challenging global economy.

 

Performance and market environment

In our financial year to 31 March 2026 ("FY2026"), the Group generated a total
return of £5,304 million (2025: £5,049 million) or 22% (2025: 25%) on
opening shareholders' funds. Net asset value ("NAV") increased to 3,030 pence
per share (31 March 2025: 2,542 pence per share).

 

Global economic conditions during the year were largely shaped by geopolitical
developments. In our principal markets, Europe experienced subdued growth
while the US economy showed relative resilience. Against this backdrop,
consumers remained highly value-conscious, with discretionary spending tightly
managed.

 

In 2025, Action continued to deliver its winning formula and execute its
expansion strategy impressively. It delivered another year of strong key
operating metrics, which compare well against its most relevant peers, and
achieved expansion into two new countries in a single year, alongside a record
number of store openings across 14 countries. Action entered its fifteenth
country in early 2026. Reflecting our long-term conviction, we increased our
equity stake in Action meaningfully during the year, through a combination of
cash and non-cash consideration, including the issuance of 3i Group plc
shares, with total investment of £2.6 billion.

 

Action remained the principal driver of the Group's return in FY2026. Royal
Sanders, another long-term holding, delivered a strong performance and
continued to play a key role as a consolidator in the fragmented private label
and contract manufacturing personal care market.

 

Across the broader portfolio, consumer and private label was our best
performing sector in the year. We saw positive contributions from our
healthcare, services and software and industrial sectors, with only a small
number of assets delivering softer performance, largely reflecting
asset-specific issues or end-market conditions. We continue to monitor rapid
developments in artificial intelligence ("AI") closely, and our current direct
exposure to the software sector is limited.

 

Our investment activity remained focused on further investment in several of
the strongest assets within our portfolio. We continued our strong track
record of delivering realisations at money multiples of over 2x our invested
capital across both Private Equity and 3i Infrastructure plc ("3iN"), with the
disposals of MPM, MAIT and TCR. These transactions highlight sustained demand
for high-quality assets despite ongoing caution in the market.

 

Dividend

Our policy is to maintain or grow the dividend year on year, subject to the
strength of our balance sheet and the outlook for investments and
realisations. Cash generation remains strong, with cash inflows of £1.9
billion from our portfolio companies in FY2026.

 

In line with our policy and in recognition of the Group's financial
performance, the Board recommends a second FY2026 dividend of 48.0 pence
(2025: 42.5 pence), subject to shareholder approval, which will take the total
dividend to 84.5 pence (2025: 73.0 pence). Based on the recommended dividend
and the expected payment in July 2026, we will have paid a total of £5.4
billion to shareholders in dividends since our restructuring was announced in
June 2012, growing our total dividend by a compound annual growth rate of 18%
over this period.

 

Board and people

After serving as a non-executive Director for over nine years, Stephen
Daintith will not be standing for re-election at the 2026 AGM and accordingly
will retire from the Board at the end of that Meeting. I would like to thank
him for his contribution to the Board and chairing of the Audit and Compliance
Committee. I am pleased to confirm that Hemant Patel will become the next
Chair of the Audit and Compliance Committee.

Sustainability

Managing sustainability-related risks, alongside the opportunities arising
from embedding sustainability considerations into the long-term development of
our portfolio companies, remains integral to protecting and enhancing
portfolio value.

We welcomed the validation of our near‑term science‑based emissions
reduction targets ("science-based targets") in FY2024 and note the strong
progress achieved across all of them, including the early delivery of our
portfolio engagement target. The Board continues to enhance its oversight of
climate‑related risks to ensure these are systematically integrated into
investment processes and portfolio management practices.

Outlook

The Group's performance in FY2026 was underpinned by our two high-quality
long-term hold assets delivering consistent compounding growth and a broader
portfolio that has, once again, demonstrated resilience through periods of
uncertainty and disruption. This performance provides a strong foundation as
we enter FY2027 against an increasingly uncertain geopolitical backdrop.

 

We are committed to allocating capital efficiently and in the best interests
of shareholders to drive sustainable long-term returns. Our capital management
approach incorporates our disciplined focus on new investments and
realisations, further investment in existing portfolio companies when
opportunities arise, and the active management of our own capital structure.

 

Despite the progress in the year, the Board is conscious that the second half
of the year has been challenging for shareholders, as the share price has
adjusted from the significant premium to NAV that had built up, particularly
over the preceding two years. Our focus is, as it has been since 2012, on
building sustainable value in the portfolio as measured by growth in NAV and
dividends per share, where the benefits of compounding returns accrue to
shareholders over the long term. FY2026 was another year of consistent
delivery of returns in excess of our 15% return target per annum, whilst the
performance of the portfolio underpins our confidence for the future.

 

David Hutchison

Chair

13 May 2026

 

 

 

Chief Executive's statement

"In FY2026, we generated a total return on shareholders' funds of £5,304
million, or 22%, closing the year with a NAV per share of 3,030 pence. Over
the last 14 years, we have grown NAV per share by 986%, demonstrating our
continued success in compounding value through volatile market cycles and
generating attractive long-term returns for our shareholders."

 

Against a backdrop of heightened geopolitical tensions and a lower growth
environment, particularly in Europe, we delivered another strong performance
in FY2026, underpinned by the continued compounding growth of our long-term
hold assets, Action and Royal Sanders.

 

Action's strong track record and compelling growth journey continued in 2025.
The business once again delivered year-on-year top line growth and increased
profitability, while accelerating its international store rollout, opening a
record number of new stores and, for the first time, entering two new
countries in a single year.

 

Expansion momentum continued into early 2026 with entry into its fifteenth
country and the business has significant further international expansion
potential. We continue to have strong conviction in Action, reflected in the
allocation of significant additional 3i capital to increase our stake during
the year.

 

Royal Sanders is also experiencing robust momentum, achieving another year of
top-line growth and continuing to execute its value-accretive buy-and-build
strategy.

 

Across our remaining portfolio, we are seeing a number of standout performers
in our consumer and private label sector, while our other sectors remain
resilient. Our realisation activity continues to demonstrate our ability to
crystallise strong outcomes for shareholders in cautious markets, with three
exits from Private Equity and 3iN at money multiples materially above our 2x
target.

 

We have held many of our portfolio companies over a number of years through
disruption and uncertainty, including the pandemic and Russia's invasion of
Ukraine. Throughout these periods, our portfolios have demonstrated
resilience, and the experience we have gained through these times, and the
active management approach we have taken, position us well to assess and
respond quickly to any potential impacts from recent geopolitical
developments. Across our portfolio, we have limited direct exposure to the
Middle East through either portfolio company operations or revenue generation.
However, we continue to monitor both direct and indirect impacts, particularly
in the event of an extended period of disruption.

 

Action remained the significant driver of the Group's financial performance in
FY2026. In 2025, Action delivered another year of impressive earnings growth
despite a more cautious consumer backdrop in France, its largest market. Store
expansion continued at pace, with the business achieving several key rollout
milestones. International store rollout is central to Action's long-term
growth strategy, and it has significant white space potential remaining across
Europe. Following an in-depth market study, the business has announced a
strategic decision to enter the US in late 2027 or early 2028.

 

Private Equity performance

In the year to 31 March 2026, our Private Equity portfolio, including Action,
generated a GIR of £5,303 million, or 23% on opening value (2025: £5,113
million or 26%). In the last 12 months ("LTM") to 31 December 2025, 96% of our
portfolio companies by value grew earnings.

 

Long-term hold portfolio companies

 

Action

Action generated a GIR of £4,510 million, or 25%, on its opening value, as it
delivered another year of strong performance.

 

Action's winning formula and customer proposition of offering good-quality
products at the lowest prices continues to prove highly compelling to its
customers, reflected in a record-breaking year in 2025 for customer visits,
with an average of 21.6 million each week.

 

Action 2025 financial performance

In the 52 weeks to 28 December 2025, Action generated net sales of €16,000
million (2024: €13,781 million), representing growth of 16% year-on-year.
Like-for-like ("LFL") sales growth was 4.9% (2024: 10.3%), driven primarily by
growth in transaction volumes.

 

Action saw LFL sales growth across all of its markets in 2025, with
particularly strong performance in its Central and Eastern and Southern
European markets. In the Netherlands, Action's most mature market, it
delivered an above-average LFL performance, proving the strength and relevance
of its formula in an established market. However, the overall LFL performance
for the year was moderated by relatively weaker trading in France, Action's
largest market. Excluding France, LFL sales growth for Action was 7.2% in
2025. In France, LFL sales growth was 1.3% reflecting a number of headwinds,
including underlying consumer caution and increased competition and
promotional intensity across the retail sector.

 

Action's operating EBITDA over the same period was €2,367 million (2024:
€2,076 million), 14% ahead of 2024. The operating EBITDA margin for the year
was 14.8%. After adding back the one-off payment of €26 million made to
staff during the year to celebrate Action's 3,000th store, the EBITDA margin
was 15.0%.

 

Action store expansion and distribution network

Action once again delivered record store expansion in 2025, adding 384 net new
stores and surpassing 3,000 locations. As at 28 December 2025, the business
operated 3,302 stores across 14 European countries. The year also marked
Action's entry into Switzerland and Romania, its first expansion into two new
markets within a single year. Performance in both geographies has been
encouraging and reinforces our confidence in the continued scalability of the
format across Europe. Since entering Italy in 2021 and Spain in 2022, Action
has opened more than 320 stores in the two countries combined. In March 2026,
Action opened its first store in Croatia, its fifteenth country. In the first
three periods of 2026 (P3 2026 ending 29 March 2026), Action added a further
33 net new stores, meaning the business had 3,335 stores across 15 countries
at that date.

 

Action's estimate of additional white space potential in existing and
identified in-scope European countries is c.4,650 stores as at the end of
2025, including the addition of Croatia and Slovenia as new countries in 2026
and Bulgaria in 2027.

 

Action continued to strengthen its supply chain infrastructure during the
year, opening three new distribution centres ("DCs") in Wallersdorf (Germany),
Dunikowo (Poland) and Novara (Italy). As a result, the total DC network now
stands at 18 across Europe, with plans to open a further three DCs in 2026 in
France, Italy and Spain, to facilitate its further store growth.

 

3i Group transaction activity with Action

During the year, we continued to increase our stake in Action, completing a
number of separate transactions. In September 2025 and January 2026, we
acquired approximately 5.1% of Action's equity from GIC in exchange for the
issuance of new ordinary shares in 3i Group plc, representing an equivalent
consideration of £1.7 billion.

 

In October 2025, following a further successful refinancing and capital
restructuring at Action which returned £944 million of gross proceeds to 3i,
we redeployed £755 million to acquire an additional 2.2% stake from existing
LPs. In addition, we took the opportunity to acquire additional stakes in
Action investing a further £72 million during the year.

As a result of all of these transactions, we increased our equity stake in
Action from 57.9% to 65.4%.

 

In addition to the refinancing, Action also repriced €3.1 billion of its
existing term-loan debt, extending the maturity of a portion of the debt and
generating an annual interest cost saving of €14 million.

 

Action continues to generate strong cashflow, achieving an 83% cash conversion
of EBITDA in 2025. The business made a dividend distribution to all
shareholders in December 2025, returning £246 million to 3i. In total, 3i
received

£1.2 billion in cash from Action in FY2026. Action had a cash balance of
€751 million as of 29 March 2026 and a net debt to run-rate EBITDA ratio of
2.8x. In May 2026, Action approved a further dividend distribution to all
shareholders, expected to return c.£255 million to 3i.

 

3i Group valuation of Action

At 31 March 2026, we valued our 65.4% stake in Action at £23,743 million. Our
approach to the valuation of Action remains consistent. The valuation reflects
the continued strong growth in Action's LTM run-rate EBITDA, its low leverage
and an unchanged LTM run-rate EBITDA valuation multiple of 18.5x, net of the
liquidity discount. Further detail on the Action run-rate EBITDA methodology
can be found in the Business review section of our Annual report and accounts
2026. We continue to benchmark our long-term, through-the-cycle view on
Action's multiple against a broad peer group of discounters, with a higher
weighting towards the top-quartile subset of North American value-for-money
retailers, noting that Action's operating KPIs continue to compare strongly
against its peer group.

 

In addition, the transactions we completed in Action during the year have
involved third-party investors, including a number of existing LPs in the 2020
Co-Investment Programme, both selling and buying stakes in Action, providing
validation of our valuation methodology and our assessment of Action's fair
value. Each of these transactions were executed at the previous published
valuation at that date.

 

Action financial performance in the first three periods of 2026

In the first three periods of 2026, Action delivered net sales of €4,010
million and operating EBITDA of €498 million, 14% and 7% ahead of the same
period last year. LFL sales growth was 3.6%, impacted by poor weather
conditions in Northern Europe in Q1. The operating EBITDA margin was 12.4%.
Action's trading is typically weighted to the second half of its financial
year, with most new store openings taking place in the final quarter.

 

Royal Sanders

Royal Sanders continued to strengthen its position as a leading European
personal care platform in 2025, delivering another year of robust growth,
supported by above market performance from its key customers. A core pillar of
our investment thesis in Royal Sanders remains its role as a consolidator in
the personal care market, with nine acquisitions completed under our
ownership, including the acquisition of Vendoleo in December 2025. These
acquisitions have been highly value‑accretive and have consistently exceeded
expectations, with a strong pipeline of further potential opportunities
identified for the coming years. We made a further investment of £56 million
during the year, reflecting our continued confidence in the long‑term
potential of the business.

 

Private Equity portfolio companies

 

Consumer and private label portfolio companies

Audley Travel delivered a strong result in 2025, supported by demand for
premium tailor‑made travel, despite a more cautious backdrop in some
long‑haul markets. The business benefited from operational improvements and
will soon launch new technology initiatives aimed at enhancing both the
customer journey and the overall service experience. Despite a largely flat
online lighting market, Luqom's positive momentum continued in 2025,
benefiting from a differentiated lighting product range and clear operational
progress, which has enabled it to strengthen its market position. European
Bakery Group ("EBG") demonstrated its resilience in an environment of rising
input costs and evolving customer demand. It strengthened its footprint with
the acquisition of a significant production site in Germany in March 2026,
adding extra capacity, as well as new customer contracts. We recognised a
dividend of £8 million from the business at the end of FY2026.

 

Healthcare portfolio companies

Cirtec Medical delivered a broadly stable performance in 2025, while managing
a significant product transition to a customer's next-generation device, which
we reflected in a modestly lower valuation at 31 March 2026. The business
continues to build good momentum across new customer programmes and is well
positioned in what remains a high‑growth end market.

 

With the bioprocessing market returning to growth and demand strengthening
across key end markets, SaniSure ended 2025 with impressive momentum,
following strong operational execution and commercial traction with major
biopharmaceutical partners. This progress is reflected in a high‑quality,
full pipeline across its product offering.

 

The ten23 health development lab in Basel and the fill‑finish lines in Visp
continued to perform well in 2025, supported by strong demand for pre‑filled
syringes, cartridges and other specialised injectable formats. Further
production capacity is expected to come online across its second site in Visp
in 2027. We invested a further £37 million in the year. The remaining
vascular business of Q Holding, Q Medical Devices, saw sustained demand in the
year, driven by customer launches.

 

Industrial portfolio companies

Tato's trading was broadly flat in 2025, with early momentum in the first
quarter of the year easing as weaker volumes and more competitive markets
impacted performance from the second quarter. Across its global footprint,
solid growth in China, Mexico and India was offset by a weaker US outcome and
flat trading in Europe. AES delivered a steady year with solid operational
performance and continued strategic progress, with significant investment in
factory capacity, robotics and new technology that will further improve its
product and service offerings over the longer term. Both Tato and AES remain
highly cash generative, and we received a total of £27 million of dividends
in FY2026.

 

Services and software portfolio companies

Evernex saw strong commercial momentum, underpinned by good performance in its
core third‑party maintenance services. The business also continued its
buy‑and‑build strategy, completing the acquisitions of Sunrise
Technologies in Morocco and Comptest in Poland. OMS Prüfservice outperformed
the wider German testing market in 2025, with robust demand in its core
testing segments, and returned £32 million of cash funding to 3i in just one
year since our initial investment.

 

xSuite's move to a subscription model progressed well in 2025, with
approximately two thirds of revenue now from recurring sales. Its core
product, accounts payable invoice automation, is deeply rooted in customers'
finance systems, which currently makes it less exposed to the AI‑driven
pressure affecting the wider software market. We have nevertheless reflected
the broader market de‑rating in our valuation of this asset. The recruitment
market has continued to be muted. As a result, Wilson continues to experience
challenging trading conditions.

 

Private Equity realisations

 

We completed two significant Private Equity realisations in FY2026, generating
total proceeds of £542 million.

In September 2025, we completed the sale of MPM, generating proceeds of £395
million. Since our investment in December 2020, MPM more than doubled sales
and EBITDA, materially expanded its international footprint and strengthened
its omnichannel platform, with strong growth across pet specialty, food, drug,
mass retail and online channels. The business also invested in brand
development, product innovation and operational capability, further enhancing
its position as a premium product. The transaction delivered an 18% uplift to
the 31 March 2025 valuation, a 3.2x money multiple and a 28% IRR.

 

In November 2025, we completed the sale of MAIT, generating proceeds of £147
million. Since our investment in 2021, MAIT has delivered strong organic
growth and completed 14 acquisitions, strengthening its position as a leading
IT solutions provider to the manufacturing mid market. EBITDA more than
doubled over the period, with a significant increase in recurring revenues.
The transaction delivered a 34% uplift to the 31 March 2025 valuation, a 2.8x
money multiple and a 28% IRR.

 

Infrastructure performance

In the year to 31 March 2026, our Infrastructure portfolio generated a GIR of
£106 million, or 7% on the opening portfolio value (2025: £52 million, 3%)
reflecting a 5% increase in 3iN's share price to 333 pence at 31 March 2026
(31 March 2025: 318 pence) and a good level of dividend income.

 

In the year to 31 March 2026, 3iN generated a total return on opening NAV of
8.5%, continuing its consistent track record of returns in line or above its
8-10% target range. This performance reflects the work of 3i's highly
experienced infrastructure investment team and a strong infrastructure
portfolio. The primary driver of 3iN's return was the announced realisation of
TCR in the year. This realisation is expected to generate proceeds of €1.6
billion for 3iN and 3i managed funds. Of these total proceeds, 3iN will
receive €1,140 million, representing a c.50% uplift on its 31 March 2025
value. TCR has been an excellent investment for 3iN, more than doubling the
number of airports in which it operates and completing six bolt-on
acquisitions to drive growth and expand into new markets. Upon completion, a
portion of the TCR proceeds are expected to be recycled into 3iN's new
investment of Lefdal Mine Datacenter, a high quality data centre campus on the
west coast of Norway.

 

3iN's result was achieved notwithstanding a material write-down of DNS:NET,
which has been adversely affected by the deterioration in the financing
environment for fibre roll-out in Germany.

 

Our proprietary capital investment in Smarte Group (formerly Smarte Carte) saw
resilient trading in 2025, as good performance across its international carts,
lockers and ancillary airport service segments offset weaker US carts
performance. Across the North American Infrastructure Fund, we received cash
proceeds of £17 million, primarily from Regional Rail following its
refinancing in March 2026.

 

Scandlines performance

Scandlines delivered a resilient result in FY2026, and our investment
generated a GIR of £55 million, or 10% of opening portfolio value (2025: £46
million, 9%). Leisure performed well, offsetting softer freight volumes as
demand

continues to be affected by the weakened economic situation in Germany and
Scandinavia. Scandlines remains highly cash generative with strong cash
conversion and we received dividends of £21 million in FY2026.

 

Sustainability

The climate agenda remains central to our sustainability activities, and we
have made strong progress across all three of our science-based targets. We
have achieved our FY2028 portfolio engagement target early. This target
required us to use our influence to encourage our portfolio companies to set
their own science-based targets. To date, ten portfolio companies across our
portfolios (including 3iN portfolio companies), representing 52% of 3i's
invested capital, have set approved science-based targets, with seven already
demonstrating meaningful reductions in emissions.

We have also continued to strengthen our assessment of climate-related risks
and opportunities within our investment and portfolio management processes,
with particular emphasis this year on physical climate risks. This work,
alongside our science-based targets, supports portfolio companies in
implementing appropriate mitigation measures to address the wide range of
operational, commercial and reputational risks associated with climate change.
Beyond climate, we have maintained our focus on supporting portfolio companies
in effectively identifying and managing their most material
sustainability-related issues.

 

Charitable donations

We continue to support charities which relieve poverty, address homelessness,
promote education and youth development and support elderly and disabled
people. We donated £1.2 million across these initiatives as part of our
ordinary charitable activities. Our portfolio companies also supported a
variety of charities relevant to them and their operations, with donations
totalling £6.7 million.

 

Balance sheet and foreign exchange movement

We ended FY2026 with net debt of £547 million and 2% gearing, after returning
£765 million of cash dividends to shareholders in the year. During the year,
we refinanced our existing £900 million revolving credit facility ("RCF")
with a new five-year £1.2 billion facility at improved pricing. As a result,
our liquidity at 31 March 2026, including our undrawn RCF, was £1,864
million. We remain disciplined on costs and generated an operating cash profit
of £276 million in the year.

 

As a result of the two share issuance transactions in the year, we increased
the number of 3i Group plc shares in issue by 51 million.

 

Due to sterling weakening against the euro and strengthening against the US
dollar in the year, we recorded a total foreign exchange translation gain of
£786 million (March 2025: £259 million loss), including a loss on foreign
exchange hedging of £14 million (March 2025: £82 million gain).

 

On 14 May 2026, the Company announced that it will commence a share buyback
programme of its ordinary shares of 73 19/22p each for up to a maximum
aggregate consideration of £750 million, to be completed by no later than 31
December 2026.

 

3i share price volatility

For the first time since the pandemic, our share price declined materially in
the second half of FY2026, after several years of very strong share price
growth. In our view, this performance does not reflect the strong returns
delivered during the year or the Company's long-term potential. We acknowledge
that share price progression in public markets is not always linear, and our
confidence in the long-term compounding potential of Action and the
opportunities within the wider portfolio is undiminished. We believe we are
well positioned to continue to deliver strong returns for our shareholders
over time.

 

Outlook

I said last year that the market environment would remain complex with
heightened geopolitical uncertainty. This turned out to be a good general
description of the complex backdrop we operated in for FY2026 and continues to
set the tone for the year to come, as the duration and indirect impacts from
the Middle East situation remain uncertain.

 

FY2026 was another good year for 3i with strong contributions from each of
Action, the broader Private Equity portfolio and Infrastructure. The market
environment remains complex with heightened geopolitical risk from the
unresolved Middle East situation in particular. As a result, we expect to see
an increase in inflation over the coming months.

 

Action continues to differentiate itself from its competitors with its
continued focus on quality at the lowest price, which has made it a consumer
favourite across Europe. Its growth story is underpinned by the combination of
a powerful, multi-year, store roll-out programme into significant white space
potential and compounding in LFL sales growth, with some of the best store
economics we have seen in a retail concept.

 

Across the rest of the portfolio we are also seeing some good momentum and,
while we are cautious about the potential for an active M&A market, we
will continue to focus on new investments where the balance of risk and return
is in our favour.

 

The announcement of our buyback programme reinforces our consistent focus on
optimising value creation. In addition, our focus on active asset management
across the portfolio have served us well over many years and gives us
confidence in our ability to continue to compound returns for 3i shareholders
both this year and over the long term.

 

I would like to close by thanking the team at 3i and the teams in our
portfolio companies for another year of strong performance.

 

Simon Borrows

Chief Executive

13 May 2026

 

Private Equity

 At a glance
 Gross investment return

 £5,303m

 or 23%

 (2025: £5,113m or 26%)
 Investment

 £2,642m

 (2025: £1,177m)
 Realised proceeds

 £1,502m

 (2025: £1,827m)
 Portfolio dividend income

 £281m

 (2025: £450m)
 Percentage of portfolio by value growing earnings

 96%¹

 (2025: 97%)
 Portfolio value

 £29,707m

 (2025: £23,558m)

1 LTM adjusted earnings to 31 December 2025, includes 27 portfolio companies

 

We invest our proprietary capital in mid-market businesses headquartered in
Europe and North America. Once invested, we work closely with our portfolio
companies to deliver growth plans and aim to compound value from our best
investments over the longer term.

 

Against ongoing geopolitical uncertainty, and a subdued macroeconomic backdrop
across Europe and North America, our Private Equity portfolio delivered a GIR
of £5,303 million, or 23%, on the opening portfolio value (2025: £5,113
million or 26%) in the year to 31 March 2026. This return included an £806
million foreign exchange translation gain, net of a loss from foreign exchange
hedging.

 

Action remains the standout Private Equity performer, delivering another
strong year, generating a GIR of £4,510 million, or 25% of its opening value.
During the year, we increased our stake in Action, for cash and non-cash
consideration. We also received significant proceeds from Action following
another successful refinancing event. Royal Sanders delivered a further year
of strong organic growth and continued its buy-and-build momentum, resulting
in a significant contribution to our Private Equity return. We also invested
additional capital into the business.

 

The broader portfolio saw important contributions from our other consumer and
private label assets, which continue to demonstrate good momentum. Our
healthcare portfolio delivered a largely positive performance, albeit the
return was impacted by a significant product transition in its largest asset,
while our industrial assets continued to generate cash dividends. Our services
and software assets remained resilient despite wider market pressures,
including the advancement of AI.

Investment activity in FY2026 was focused on further investment across the
existing portfolio, alongside enhancing value through four bolt-on
acquisitions. In addition to proceeds received from Action, we completed two
portfolio company realisations, each achieving money multiples above our
return target of 2x.

 

Table 1: Gross investment return for the year to 31 March

 Investment basis                                            2026   2025

                                                             £m     £m
 Realised profits over value on the disposal of investments  89     50
 Unrealised profits on the revaluation of investments        4,080  4,803
 Dividends                                                   281    450
 Interest income and fee income from investments             47     83
 Foreign exchange on investments                             811    (340)
 Movement in fair value of derivatives                       (5)    67
 Gross investment return                                     5,303  5,113
 Gross investment return as a % of opening portfolio value   23%    26%

 

Investment and realisation activity

Long-term hold portfolio companies

We allocated £2.6 billion of capital to invest into Action, consisting of
non-cash consideration of £1.7 billion and £827 million of cash investment.

 

In September 2025 and January 2026, we acquired approximately 5.1% of Action's
equity from GIC in exchange for the issuance of 51 million new ordinary shares
in 3i Group plc. These transactions represented an equivalent non-cash
consideration of £1.7 billion.

 

In October 2025, Action 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 its 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.

 

In addition, we took the opportunity to acquire additional stakes in Action
investing a further £72 million during the year.

 

As a result of these transactions, in FY2026 we increased our equity stake in
Action by 7.5% from 57.9% to 65.4%.

 

Following these transactions, our aggregate cost in Action has increased as a
percentage of our total published investment portfolio value, reducing the
available headroom under our existing investment policy limit for exposure to
a single asset. In March 2026, the Board agreed to seek shareholder approval
at the 2026 AGM to increase this limit, providing greater flexibility to
support future investment decisions.

 

In December 2025, we completed a further investment of £56 million in Royal
Sanders.

 

Private Equity portfolio

Across the remaining portfolio, we invested a further £37 million in ten23
health, as we continue to develop the contract development and manufacturing
organisation ("CDMO") platform, and provided £6 million of capital to support
Wilson through challenging trading conditions. OMS returned £32 million of
funding within 12 months of our 2025 investment, including £1 million
received as cash income.

Buy-and-build remains a key lever in executing the investment case across many
of our portfolio companies. In FY2026, our portfolio companies completed four
self-funded bolt-on acquisitions.

We completed two realisations in FY2026. In September 2025, we completed the
sale of MPM, generating proceeds of £395 million, of which £13 million was
interest income, achieving a profit of £54 million over its 31 March 2025
valuation. In November 2025, we completed the sale of MAIT, generating
proceeds of £147 million and achieving a profit of £31 million over its 31
March 2025 valuation.

Across the remainder of the portfolio, we received proceeds of £20 million
from Yanga following a refinancing and £8 million of deferred consideration
from WP.

In total, in the year to 31 March 2026, we invested £2,642 million (2025:
£1,177 million) in the Private Equity portfolio and generated total proceeds
of £1,502 million (2025: £1,827 million).

 

   Investments                                Proprietary

                                              capital investment

                                              £m
   Further investments
   Action
   Cash consideration                         827
   Non-cash consideration1                    1,739
   Royal Sanders                              56
   ten23 health                               37
   Other                                      14
   Private Equity gross investment            2,673
   Return of investment
   OMS Prüfservice                            (31)
   Private Equity net investment              2,642

   Realisations                               3i realised  Profit

                                              proceeds     in the year2

                                              £m           £m
   Full realisations
   MPM                                        382          54
   MAIT                                       147          31
   Total realisations                         529          85
   Capital restructuring & refinancing
   Action                                     944          -
   Yanga                                      20           -
   Total recapitalisation proceeds            964          -
   Deferred consideration and other proceeds  9            4
   Total Private Equity realisations          1,502        89

1 Action equity acquired in exchange for 3i Group plc shares.

2 Capital proceeds realised in the year less opening value, net of accrued
interest.

Long-term hold portfolio companies:

Action

Action run-rate earnings

At 31 March 2026, Action was valued using its LTM run-rate EBITDA to the end
of P3 2026 of €2,653 million1, which includes the usual adjustment to
reflect stores opened in the last 12 months. Since 2013, we have included a
run-rate adjustment in the calculation of Action's valuation earnings. This
adjustment is to ensure we reflect the full-year profitability for each new
store opened in the year. Action's performance and growth since the inclusion
of this adjustment continues to validate this rationale. We apply our
valuation multiple to LTM run-rate EBITDA.

 

Action valuation multiple

We continue to compare Action's performance and KPIs against a peer group of
North American and European value-for-money retailers. Action's performance
and KPIs in 2025, which capture the softer LFL sales growth in France,
continues to compare favourably with its peers. This supports our
post-discount valuation multiple of 18.5x, which is unchanged from the prior
year. Action's continued growth meant that its valuation at 31 March 2025
translated to 16.2x (post-discount) the run-rate EBITDA achieved one year
later. Based on the valuation at 31 March 2026, a 1.0x movement in Action's
post-discount multiple would increase or decrease the valuation of 3i's
investment by £1.5 billion.

 

Action net debt

Action ended P3 2026 with cash of €751 million, net debt of €7,461 million
and a net debt to run-rate EBITDA ratio of 2.8x, after paying a dividend
distribution in FY2026, of which 3i received £246 million.

 

Action valuation

At 31 March 2026, the valuation of our 65.4% stake in Action was £23,743
million (31 March 2025: 57.9%, £17,831 million) and we recognised unrealised
profits of £3,544 million (March 2025: £4,324 million) from Action.

 

1 Includes a normalised 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.

 

Table 2: Action financial metrics

                          Last 12 months to P12 2025  Last 12 periods to P12 2024
                          (28 December 2025)          (29 December 2024)
 Financial metrics        €m                          €m
 Net sales                16,000                      13,781
 LFL sales growth         4.9%                        10.3%
 Operating EBITDA         2,367                       2,076
 Operating EBITDA margin  14.8%                       15.1%
 Net new stores added     384                         352
                          First 3 periods to P3 2026  First 3 periods to P3 2025
                          (29 March 2026)             (30 March 2025)
                          €m                          €m
 Net sales                4,010                       3,521
 LFL sales growth         3.6%                        6.2%
 Operating EBITDA         498                         464
 Operating EBITDA margin  12.4%                       13.2%
 Net new stores added     33                          49
                          Last 12 periods to P3 2026  Last 12 periods to P3 2025
                          (29 March 2026)             (30 March 2025)
                          €m                          €m
 Run-rate EBITDA          2,653                       2,328

 

Royal Sanders

Royal Sanders bolt-on activity in FY2026

Royal Sanders completed the self-funded acquisition of Vendoleo in FY2026,
marking its ninth acquisition under our ownership. Vendoleo is the branded
provider of the well-established value-for-money bath and shower brands
Treaclemoon and Oriniq in Germany and Austria. Royal Sanders already owned and
produced the Treaclemoon brand in all other regions, following its previous
bolt-on acquisition in February 2025.

 

Royal Sanders performance and valuation

Royal Sanders was the largest contributor to Private Equity performance growth
in FY2026 (excluding Action), generating value growth of £272 million. The
business delivered strong organic growth across its key customers in 2025. All
prior bolt-on acquisitions continue to be value-accretive and are
outperforming their respective investment cases.

Private Equity performance

In FY2026, the Private Equity portfolio generated unrealised profits of
£4,080 million (2025: £4,803 million). The performance of Action and Royal
Sanders is discussed above. The following section outlines the performance of
the remainder of the portfolio.

 

Consumer and private label portfolio companies

Audley Travel delivered another strong year‑on‑year bookings performance
across both the UK and the US in 2025, although US demand softened slightly in
the second half of the year due to geopolitical events. The business is
continuing to invest in new technology to enhance the customer experience,
positioning itself for future growth. Trading since the start of 2026 has been
mixed, with recent developments in the Middle East weighing on UK travel
sentiment after a good start to the year. Luqom saw strong trading momentum
through 2025, and generated record revenue. This is an impressive result as
Luqom has continued to gain market share in a largely flat online lighting
market. The business is also benefiting from its AI‑driven product
development, which identifies customer preferences and enables the creation of
differentiated products that strengthen its competitive position.

 

European Bakery Group delivered a resilient outcome, despite pressure from
higher personnel, logistics and ingredient costs. In March 2026, the Group
acquired a significant production site in Germany from STK, broadening its
production capabilities and customer base. This represents the fifth
acquisition since 3i's investment.

 

Throughout 2025, BoConcept continued to optimise its franchise network and
pull back from difficult markets. While this has weighed on overall volumes in
the short term, its better performing stores across Japan and Southern Europe
are seeing good momentum.

 

Mepal delivered good top-line growth across its key customers, with
particularly strong increases from its e-commerce partners and major offline
retailers. Konges Sløjd saw good sales performance from its biggest retail
partners in 2025, and continued to gain traction internationally, especially
in the US. A year since our initial investment, WaterWipes saw stable trading,
with good growth in the UK and Europe, offsetting a challenging US market.

 

Healthcare portfolio companies

Our largest healthcare portfolio company, Cirtec Medical, saw good traction
across its latest implantable and interventional programmes, helping to
balance the planned transition of one of its older product lines to the next
generation of the device. The transition creates a short‑term dip in
performance, but it positions the business for stronger growth as the next
generation of programmes scales. To reflect the near-term impact, we took a
modest reduction in Cirtec's valuation at 31 March 2026.

 

The single-use bio-processing market recovered well through 2025, and
SaniSure's business strengthened in line with this trend, with growing demand
from major biopharmaceutical customers, who are increasingly choosing
SaniSure's solutions for critical manufacturing steps. The company has a
strong and high-quality pipeline, supported by the continued success of its
new mixing and filling products.

 

Since our initial investment in 2021, we have supported the ten23 health
platform development through innovation, a targeted buy-and-build strategy,
and operational scaling, solidifying its position in the high-value biologics
drug product CDMO space. The business continued to make positive progress in
2025. Its development services laboratory in Basel saw significantly increased
bookings and growing engagement from major global pharmaceutical companies,
while demand materially exceeded available capacity on its existing Visp
fill‑finish line. Additional capacity is expected to come online with the
delivery of the two commercial scale, high-volume lines in Visp, which are
expected to become operational in 2027.

 

The vascular division of Q Medical Devices (Q Holding) showed good momentum,
while Degania also saw growth from new launches.

 

Industrial portfolio companies

Tato and AES continue to demonstrate resilience and generate strong annual
cash yields.

 

Tato delivered steady results in 2025, despite tough end markets. After a good
start to the year, volumes softened as demand weakened, leading to lower
selling prices from Q2 2025 onwards. Geographically, the company saw good
growth in China, India and Mexico, with Brazil also modestly ahead, while the
US underperformed expectations and Europe was broadly flat. In FY2026, we
received £17 million of dividends from Tato.

 

AES maintained a steady performance in 2025, with good order volume growth, as
demand remained resilient across its key end markets, particularly in energy
and industrials. The business also strengthened its manufacturing capacity,
with a significant upgrade to a UK factory, while also investing in robotics
and automation, positioning it well for future growth. In FY2026, we received
£10 million of dividends from AES.

Against a weak US industrial market, Dynatect performed resiliently in 2025.

 

Services and software portfolio companies

Evernex and OMS Prüfservice were the standout performers in this sector.

 

After a slow start to 2025, Evernex's commercial momentum picked up strongly
through the remainder of the year, helped by solid renewal rates and new
customer wins. The recent acquisitions of Sunrise Technologies in Morocco and
Comptest in Poland strengthen its local presence and capabilities, and add to
its broader buy‑and‑build strategy. Evernex has now completed nine
acquisitions since our initial investment in 2019. OMS Prüfservice delivered
strong growth in 2025, supported by rising demand for its Portable Appliance
Testing and Installation & Machinery services. The business has largely
outperformed the wider market since our acquisition in early 2025.

 

The broader software market has seen a significant derating, reflecting
concerns on how AI could disrupt existing software tools. Our exposure to the
software market is limited, at less than 1% of portfolio value, and mainly
consists of xSuite, whose Accounts Payable invoice automation offering is
currently relatively well protected against AI disruption. The business
continued to make good progress in transitioning its revenue to subscriptions
in 2025 and has started 2026 well. We have however, reflected the wider
software sector derating in our valuation multiple for xSuite at 31 March
2026.

 

Over the last two and half years Wilson has operated through a very
challenging recruitment market. We have reflected the impact of this on
Wilson's performance through our valuation at 31 March 2026.

 

Overall Private Equity performance

96% of the portfolio by value grew LTM adjusted earnings in the year (31 March
2025: 97%). Table 4 below shows the earnings growth of our top 20 Private
Equity investments.

 

Excluding Action, the Private Equity portfolio valued on an earnings basis
generated £628 million (2025: £642 million) of value growth from performance
increases, offsetting £76 million from performance decreases (2025: £138
million).

 

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 our financial year in April 2025, global markets have
experienced heightened volatility, reflecting ongoing geopolitical tensions,
evolving trade policies, uncertainty around monetary policy, and the continued
pace of technological disruption driven by accelerated AI adoption.

 

Against this backdrop, we have remained cautious in considering the valuation
multiples we use for our portfolio companies. We increased the multiple for
one of our portfolio companies in the year to reflect the good performance
since acquisition, as well as market sentiment.

 

We adjusted multiples downwards across six assets, reflecting headwinds in
their end-markets and, in some cases, wider market sector deratings. In total,
we recognised a net £40 million unrealised value reduction from multiple
movements in the year (March 2025: net nil movement). At 31 March 2026, our
current weighted average post-discount multiple (excluding Action) was 13.0x
(31 March 2025: 13.4x).

 

Table 3: Unrealised profits on the revaluation of Private Equity investments1
in the year to 31 March

                                           2026   2025

                                           £m     £m
 Earnings based valuations
 Action performance                        3,544  4,324
 Performance increases (excluding Action)  628    642
 Performance decreases (excluding Action)  (76)   (138)
 Multiple increases                        9      30
 Multiple decreases                        (49)   (30)
 Other bases
 Discounted cash flow                      -      (19)
 Other movements on unquoted investments   (10)   -
 Quoted portfolio                          34     (6)
 Total                                     4,080  4,803

1 Further information on our valuation methodology, including definitions and
rationale, is included in the Portfolio valuation - an explanation section in
our Annual report and accounts 2026.

 

Table 4: Portfolio earnings growth of the top 20 Private Equity1 investments

                      3i value at
           Number of  31 March 2026
           companies  £m
 < 0%      4          1,156
 0 - 9%    7          1,605
 10 - 19%  6          25,414
 20-29%    2          591
 ≥30%      1          425

 1 Includes top 20 Private Equity companies by value excluding ten23 health.
 This represents 98% of the Private Equity portfolio by value (31 March 2025:
 97%). Last 12 months' adjusted earnings to 31 December 2025 and Action based
 on LTM run-rate earnings to the end of P3 2026.

 

Leverage

Our Private Equity portfolio is funded with all-senior debt structures, with
long-dated maturity profiles. As at 31 March 2026, 95% of portfolio company
debt was repayable from 2028 to 2032.

 

Average leverage across the portfolio was 2.9x (31 March 2025: 2.9x).
Excluding Action, leverage across the portfolio was 3.2x (31 March 2025:
3.5x).

 

Table 5 shows the ratio of net debt to adjusted earnings by portfolio value.

 

Table 5: Ratio of net debt to adjusted earnings1

                    3i value
         Number of  at 31 March 2026
         companies  £m
 <1x     4          344
 1-2x    2          300
 2-3x    6          24,802
 3-4x    4          1,471
 4-5x    2          408
 >5x     3          985

 1 This represents 95% of the Private Equity portfolio by value (31 March 2025:
 93%). Quoted holdings, ten23 health and companies with net cash are excluded
 from the calculation. Net debt and adjusted earnings at 31 December 2025 and
 Action based on LTM run-rate earnings to the end of P3 2026.

 

Quoted portfolio

Basic-Fit is the only quoted investment in our Private Equity portfolio. In
2025 Basic-Fit's memberships increased by 13% year-on-year and it added 85
clubs to its network, excluding Clever-Fit clubs.

 

Our remaining 5.8% stake in Basic-Fit was valued at £97 million at 31 March
2026 (31 March 2025: £60 million for a 5.7% stake), following a 56% increase
in its share price to €29.42 (31 March 2025: €18.86).

 

Sum of the parts

At 31 March 2026, ten23 health was valued on a sum-of-the-parts basis, using a
discounted cash flow ("DCF") methodology for its operating lines.

 

Assets under management

The assets under management of the Private Equity portfolio, including
third-party capital, increased to £36.8 billion (31 March 2025: £31.9
billion), primarily due to unrealised value gains on Action in the year.

 

Table 6: Private Equity assets by sector as at 31 March 2026

 Sector                        Number of companies  3i carrying

                                                    value

                                                    2026

                                                    £m
 Action (Consumer)             1                    23,743
 Consumer & Private Label      11                   2,787
 Healthcare                    4                    1,389
 Industrial                    6                    947
 Services & Software           12                   841
 Total                         34                   29,707

Infrastructure

 At a glance
 Gross investment return

 £106m

 or 7%

 (2025: £52m or 3%)
 AUM

 £6.9bn

 (2025: £6.3bn)
 Cash income

 £104m

 (2025: £106m)

 

We manage funds investing principally in mid-market economic infrastructure in
Europe and North America. Infrastructure is a defensive asset class, that
provides a good source of income and fund management fees for the Group, as
well as long-term capital gains.

 

Our Infrastructure portfolio generated a GIR of £106 million, or 7% on the
opening portfolio value (2025: £52 million, 3%). The return primarily
reflects a modest increase in the share price of our quoted stake in 3iN,
along with a strong level of dividend income.

 

The majority of 3iN's underlying portfolio continues to deliver growth and
demonstrate good momentum. Towards the end of the year, 3iN announced an
agreement to sell TCR. This transaction is expected to generate proceeds of
€1.1 billion for 3iN, a portion of which will be deployed into 3iN's new
investment in Lefdal Mine Datacenter. The c.50% uplift achieved on the TCR
exit largely offsets the negative return on DNS:NET, which was written down
following a material deterioration in lending appetite for German fibre
rollout businesses.

 

Our US Infrastructure portfolio, including the North American Infrastructure
Fund ("NAIF"), delivered a resilient performance for the year. There was also
good buy-and-build activity, with three portfolio companies each completing a
bolt-on acquisition during the year.

 

Table 7: Gross investment return for the year to 31 March

 Investment basis                                            2026  2025

                                                             £m    £m
 Realised profits over value on the disposal of investments  -     1
 Unrealised profits on the revaluation of investments        65    17
 Dividends                                                   40    37
 Interest and fee income from investments                    11    8
 Foreign exchange on investments                             (10)  (11)
 Gross investment return                                     106   52
 Gross investment return as a % of opening portfolio value   7%    3%

 

3iN and European managed funds

3iN generated a total return on opening NAV of 8.5% for the year to 31 March
2026, within its total return target of 8% to 10% per annum, and delivered its
dividend target of 13.45 pence per share, a 6.3% increase on last year.

 

This result reflects 3iN's high-quality portfolio, underpinned by exposure to
long-term structural megatrends. The portfolio has little direct exposure to
the Middle East and is positively correlated to inflation and longer-term
energy prices.

TCR was the standout performer during the year, delivering strong results and
winning a number of new contracts with both existing and new customers. At the
end of the financial year, 3iN agreed to sell its stake in TCR which is
expected to return total proceeds €1.6 billion for 3iN and 3i managed funds.

 

Of these total proceeds, 3iN is expected to receive €1,140 million. This
represents an approximate 50% uplift on its opening valuation and, including
prior distributions, a money multiple of 3.6x. The transaction is expected to
complete in Q3 2026.

 

ESVAGT made good strategic progress during the year, with its fleet of Service
Operation Vessels ("SOV") increasing by one third from nine to 12 vessels
through the delivery of one newbuild and the acquisition of two operational
vessels, supported by a 3iN further investment of €23 million. Results were
impacted by a delay in the delivery of the newbuild SOV and weaker activity
across the UK oil and gas market impacting their emergency rescue and response
vessels.

 

Joulz completed two transformational acquisitions in the year, including the
Italian and Dutch divisions of Centrica Business Solutions and a carve out of
Engie's Belgian Commercial & Industrial solar rooftop business. Both
acquisitions develop Joulz's European footprint, expanding its integrated
solutions into the heat sector and increase its profitability by 70%. 3iN
supported these acquisitions with a further investment of €107 million.

 

Infinis delivered good operational and financial performance in 2025, despite
decreases in power prices, which the business has effectively mitigated with
hedging strategies.

 

FLAG saw good demand for subsea cables as data usage continues to grow,
particularly from the development of AI. FLAG acquired the IAX/IEX cable
systems and a fibre pair on the trans-pacific ECHO system in the year, with a
further investment of $70 million funded from its own resources.

 

3iN also saw positive contributions from Tampnet, Future biogas and
Oystercatcher's 45% owned terminal Advario Singapore.

 

Towards the end of 2025, the lending appetite for German fibre rollout
businesses deteriorated materially. As DNS:NET's fibre rollout plan is highly
dependent on the availability of new funding, which is now constrained, the
valuation has been written down to nil, representing a significant drag on
3iN's overall return for the year.

 

Lower local authority spending and increased competition in the temporary
traffic light segment continued to weigh on SRL's performance.

 

In March 2026, 3iN and 3i managed funds agreed to invest c.€400 million to
acquire a majority stake in Lefdal Mine Datacenter, a high-quality Norwegian
data centre campus. The transaction is due to complete in the summer of 2026.

As investment manager to 3iN, in FY2026, we recognised a management and
support services fee of £54 million (2025: £51 million) and a NAV-based
performance fee of £16 million (2025: £29 million). This performance fee
comprised a third of the potential performance fee for each of FY2026, FY2025
and FY2024, after the performance hurdle was met in each year.

 

North American Infrastructure

We established our North American Infrastructure investment business in 2017,
and subsequently reached a first close for the North American Infrastructure
Fund ("NAIF") in 2022. Across this period of time our highly experienced North
American Infrastructure team has developed a portfolio of assets including
those within the NAIF and Smarte Group, that focus on essential services
across sectors with high barriers to entry.

 

NAIF

Regional Rail delivered solid organic growth during the year, reflecting
higher volumes across its key regions. In June 2025, the company completed the
acquisition of Minnesota Commercial Railway, its eighth since we first
invested, adding c.86 miles of track to its operations. After a successful
refinancing in March 2026, 3i received proceeds of £13 million. EC Waste
continued to expand geographical coverage of waste collection and
environmental management services across Puerto Rico, through the acquisition
of ARB waste services in June 2025. The company continues to advance landfill
gas-to-energy initiatives at two of its major facilities. Overall, EC Waste
delivered stable returns in the year. Amwaste experienced positive trading
momentum, driven by increased landfill tonnage, the full year performance of
two tuck-in acquisitions completed in 2024, and good operational performance.

 

Assets under management

Infrastructure AUM increased to £6.9 billion (31 March 2025: £6.3 billion),
primarily reflecting the increase in the share price of 3iN and strong returns
from the larger European assets. We generated fee income of £65 million from
our Infrastructure fund management activities in the period (2025: £61
million).

3i's proprietary capital Infrastructure portfolio

The Group's proprietary capital Infrastructure portfolio consists of its 29%
quoted stake in 3iN, its investment in Smarte Group (formerly Smarte Carte)
and direct stakes in other managed funds.

 

Quoted stake in 3iN

At 31 March 2026, our 29% stake in 3iN was valued at £897 million (31 March
2025: £856 million), as its share price increased by 5% year-on-year to 333
pence (31 March 2025: 318 pence). As a result, we recognised an unrealised
value gain of £41 million (2025: unrealised value loss of £23 million), in
addition to the £35 million of dividend income received in the year (2025:
£33 million).

 

North American Infrastructure proprietary capital

Smarte Group delivered resilient performance in 2025. Performance was
supported by growth across the international carts, lockers and ancillary
airport service segments. Demand for carts at US airport locations was weaker,
as macro-economic and geopolitical activity weighed on inbound US traffic
volumes.

In January 2026, Smarte Group completed the acquisition of Lost & Found
Software, a lost-and-found-software technology provider to airports and
transport hubs globally. The self-funded acquisition further expands Smarte
Group's reach internationally.

31 March 2026, Smarte Group was valued at £301 million on a DCF basis (31
March 2025: £308 million).

 

Table 8: Assets under management as at 31 March 2026

 

 Fund/strategy                        Proprietary capital value £m   AUM    Fee

£m

                                                                            income

                                                                            earned in

                                                                            2026

                                                                            £m
 3iN1                                 897                            3,071  54
 3i MIA                               100                            1,957  4
 3i managed accounts                  -                              981    5
 North American Infrastructure Fund2  210                            561    2
 Smarte Group                         301                            301    -
 Other3                               35                             n/a    n/a
 Total                                1,543                          6,871  65

 1 AUM based on the share price at 31 March 2026.
 2 Includes Regional Rail, EC Waste and Amwaste.
 3 Other reflects our remaining proprietary stake in Alba EOPF (formerly 3i
 EOPF), following the sale of our operational projects infrastructure fund
 capability in May 2024.

Scandlines

 

 At a glance
 Gross investment return

 £55m

or 10%

 (2025: £46m or 9%)
 Dividend income

 £21m

 (2025: £22m)

We first invested in Scandlines in 2007, increasing our stake in 2013, before
realising our holding in 2018, returning £835 million of proceeds at a money
multiple of 7.7x. We subsequently reinvested £529 million in a 35% stake in
Scandlines in 2018. Since our reinvestment, Scandlines has returned total cash
proceeds of £253 million, 48% of our reinvestment, and is held on a
longer-term basis to generate capital and income returns.

 

Performance

Scandlines delivered a resilient financial performance in FY2026, generating a
GIR of £55 million, or 10% of opening portfolio value (2025: £46 million,
9%). Despite weak consumer sentiment, leisure performed well, particularly
over the peak summer period. The freight segment continued to see volume
pressure amid a negative macroeconomic backdrop and higher competition across
the Baltic routes.

 

Scandlines remains highly cash generative and distributed £21 million of
dividends to 3i in FY2026 (2025: £22 million).

 

Scandlines continues to make good progress against its sustainability agenda,
with The Baltic Whale, Scandlines' new zero direct emission freight ferry,
entering operations in March 2026. In addition to supporting Scandlines'
ambition to reduce emissions, the vessel increases freight capacity on the
route on which it operates by 27%.

 

We continue to value Scandlines on a DCF basis, with a value of £571 million
at 31 March 2026 (31 March 2025: £529 million).

 

Foreign exchange

We hedge the balance sheet value of our investment in Scandlines. We
recognised a £22 million gain on foreign exchange translation (2025: £10
million loss), offset by a £9 million fair value loss (2025: £15 million
gain) from derivatives in our hedging programme.

 

Table 9: Gross investment return for the year to 31 March

 

 Investment basis                                           2026  2025

                                                            £m    £m
 Unrealised profits on the revaluation of investments       21    19
 Dividends                                                  21    22
 Foreign exchange on investments                            22    (10)
 Movement in fair value of derivatives                      (9)   15
 Gross investment return                                    55    46
 Gross investment return as a % of opening portfolio value  10%   9%

 

Financial review

 

 Highlights - Investment basis
 Gross investment return                      Operating profit before carried interest  Total return
 £5,464m                                      £5,324m                                   £5,304m

 (2025: £5,211m)                              (2025: £5,098m)                           (2025: £5,049m)
 Total return on opening shareholders' funds  Diluted NAV per share                     Total dividend

at 31 March 2026
 22%                                          3,030p                                    84.5p

 (2025: 25%)                                  (31 March 2025: 2,542p)                   (31 March 2025: 73.0p)

 

Table 10: Total return for the year to 31 March

 

 Investment basis                                            2026   2025

                                                             £m     £m
 Realised profits over value on the disposal of investments  89     51
 Unrealised profits on the revaluation of investments        4,166  4,839
 Portfolio income
 Dividends                                                   342    509
 Interest income from investment portfolio                   55     81
 Fees receivable                                             3      10
 Foreign exchange on investments                             823    (361)
 Movement in the fair value of derivatives                   (14)   82
 Gross investment return                                     5,464  5,211
 Fees receivable from external funds                         68     64
 Operating expenses                                          (135)  (150)
 Interest receivable                                         16     18
 Interest payable                                            (65)   (65)
 Exchange movements                                          (23)   20
 Other expense                                               (1)    -
 Operating profit before carried interest                    5,324  5,098
 Carried interest
 Carried interest and performance fees receivable            23     29
 Carried interest and performance fees payable               (46)   (81)
 Operating profit before tax                                 5,301  5,046
 Tax credit/(charge)                                         1      (1)
 Profit for the year                                         5,302  5,045
 Re-measurements of defined benefit plans                    2      4
 Total comprehensive income for the year ("Total return")    5,304  5,049
 Total return on opening shareholders' funds                 22%    25%

 Investment basis and Alternative Performance Measures ("APMs")

 In our Strategic report, we report our financial performance using our
 Investment basis. We do not consolidate our portfolio companies as private
 equity and infrastructure investments are not operating subsidiaries. IFRS 10
 sets out an exception to consolidation and requires us to fair value other
 companies in the Group (primarily intermediate holding companies and
 partnerships). As explained in the Investment basis, Reconciliation of
 Investment basis and IFRS sections below, the total comprehensive income and
 net assets are the same under our audited IFRS financial statements and our
 Investment basis. The Investment basis is simply a "look through" of IFRS 10
 to present the underlying performance and we believe it is more transparent to
 readers of our Annual report and accounts.

 In October 2015, the European Securities and Markets Authority ("ESMA")
 published guidelines about the use of APMs. These are financial measures such
 as KPIs that are not defined under IFRS. Our Investment basis is itself an
 APM, and we use a number of other measures which, on account of being derived
 from the Investment basis, are also APMs.

 Further information about our use of APMs, including the applicable
 reconciliations to the IFRS equivalent where appropriate, is provided at the
 end of the Financial review and should be read alongside the Investment basis
 to IFRS reconciliation. Our APMs are gross investment return as a percentage
 of the opening investment portfolio value, cash realisations, cash investment,
 operating cash profit, net cash/(debt) and gearing.

 

Realised profits/losses

We generated total realised proceeds of £1,517 million (2025: £1,837
million), primarily from Action's capital restructuring and the sales of MPM
and MAIT. These sales were the driver of the £89 million realised profits
generated in Private Equity (2025: £50 million).

 

Unrealised value movements

We recognised an unrealised profit of £4,166 million (2025: £4,839 million)
as shown in Table 11 below. Action's strong performance contributed £3,544
million (2025: £4,324 million). We also saw good contributions from Royal
Sanders and a number of our other Private Equity investments including Audley
Travel, Luqom and ten23 health, offsetting a negative contribution principally
from Wilson and Cirtec Medical. Our Infrastructure portfolio saw positive
contributions from 3iN and other funds.

 

Further information on the Private Equity, Infrastructure and Scandlines
valuations is included in the business reviews.

 

Table 11: Unrealised value movements on the revaluation of investments for the
year to 31 March

 

 Investment basis  2026   2025

                   £m     £m
 Private Equity    4,080  4,803
 Infrastructure    65     17
 Scandlines        21     19
 Total             4,166  4,839

 

Portfolio income

Portfolio income comprising dividends, interest income from investment
portfolio and fees receivable, decreased to £400 million for the year (2025:
£600 million), primarily due to the timing of Action's second dividend that
is expected to be received in May 2026, compared to March in the prior year.
Other notable contributions include interest income from our portfolio
companies, the majority of which is non-cash.

 

Fees receivable from external funds

Fees receivable from external funds were £68 million in FY2026 (2025: £64
million). The majority of this related to the fund management fee that 3i
received from 3iN, which amounted to £54 million in FY2026 (2025: £51
million).

 

Operating expenses

Operating expenses decreased in the year to £135 million (2025: £150
million), driven by a lower share-based payment charge reflecting a decrease
in 3i's share price during the year.

 

Interest payable

We recognised interest payable of £65 million (2025: £65 million). Interest
payable includes interest on the Group's loans and borrowings and amortisation
of capitalised fees.

Operating cash profit

We generated an operating cash profit of £276 million in the year (2025:
£469 million). Cash income decreased to £421 million (2025: £598 million),
principally due to timing of the second Action dividend, with Action's second
dividend expected to be received in May 2026 compared to March in the prior
year. Cash income included £246 million of cash dividends from Action (2025:
£433 million) as well as cash dividends from 3iN, Scandlines and Tato.
Excluding the dividends received from Action, the operating cash profit was
£30 million (2025: £36 million).

 

We paid cash operating expenses of £145 million (2025: £129 million) in the
year, as shown in Table 12 below. Cash operating expenses increased due to
higher variable compensation cash payments. Cash operating expenses were
higher than the £135 million (2025: £150 million) of operating expenses
recognised in the Consolidated statement of comprehensive income as a result
of a lower share-based payment charge.

 

Table 12: Operating cash profit for the year to 31 March

 

 Investment basis                       2026   2025

                                        £m     £m
 Cash fees from external funds          64     65
 Cash portfolio fees                    4      7
 Cash portfolio dividends and interest  353    526
 Cash income                            421    598
 Cash operating expenses1               (145)  (129)
 Operating cash profit                  276    469

 1 Cash operating expenses include operating expenses paid and lease payments.

 

Carried interest and performance fees

We receive carried interest and performance fees from third-party funds and
3iN. We also pay carried interest and performance fees to participants in
plans relating to returns from investments. These are received and/or paid
subject to meeting certain performance conditions and when cash proceeds have
been received following a realisation, refinancing event or other cash
distribution and performance hurdles are passed in cash terms. Due to the
passage of time between investment and realisation, the schemes are usually
active for a number of years and their participants include both current and
previous employees of 3i. In Private Equity (excluding 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 £47
million increase in the carried interest payable expense.

 

In Infrastructure, 3iN pays a performance fee based on its NAV on an annual
basis, subject to a hurdle rate of return. The continued strong performance of
the assets held by 3iN, including the significant uplift achieved on the
agreed sale of TCR, resulted in the recognition of £16 million (2025: £29
million) of performance fees receivable. We also recognised £6 million of
carried interest receivable from other infrastructure funds.

 

Overall, the effect of the income statement charge of £46 million (2025: £81
million), cash payments of £15 million (2025: £521 million), as well as
currency translation meant that the balance sheet carried interest and
performance fees payable was £408 million (31 March 2025: £360 million).

 

Table 13: Carried interest and performance fees for the year to 31 March

                                                   Investment basis Statement of comprehensive income      Investment basis Statement of financial position
                                                   2026                        2025                        2026                       2025

                                                   £m                          £m                          £m                         £m
 Carried interest and performance fees receivable
 Private Equity                                    1                           -                           2                          4
 Infrastructure                                    22                          29                          22                         29
 Total                                             23                          29                          24                         33
 Carried interest and performance fees payable
 Private Equity                                    (47)                        (70)                        (403)                      (348)
 Infrastructure                                    1                           (11)                        (5)                        (12)
 Total                                             (46)                        (81)                        (408)                      (360)

 

 

Table 14: Carried interest and performance fees paid in the year to 31 March

 

 Investment basis cash flow statement             2026  2025

                                                  £m    £m
 Carried interest and performance fees cash paid
 Private Equity                                   7     510
 Infrastructure                                   8     11
 Total                                            15    521

 

Net foreign exchange movements

The Group recorded a total foreign exchange translation gain of £786 million
including the impact of foreign exchange hedging in the year (March 2025:
£259 million loss), as a result of sterling weakening by 4% against the euro,
partially offset by sterling strengthening by 3% against the US dollar.

 

At 31 March 2026, 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.

 

Including the impact from foreign exchange hedging, 82% of the Group's net
assets are denominated in euros or US dollars. Based on the Group's net assets
at 31 March 2026, including the impact from foreign exchange hedging, a 1%
movement in euro and US dollar foreign exchange rates would impact the total
return by £242 million and £12 million, as shown in Table 15 below.

 

Table 15: Net assets1 and sensitivity by currency at 31 March 2026

 

               FX rate  £m      %    1%

                                     sensitivity

                                     £m
 Sterling      n/a      5,267   17   n/a
 Euro2         1.1467   24,180  78   242
 US dollar2    1.3233   1,223   4    12
 Danish krone  8.5672   182     1    2
 Other         n/a      35      -    n/a
 Total         n/a      30,887  100  n/a

 1 The Group's foreign exchange hedging is treated as a sterling asset within
 the above table.
 2 The sensitivity impact calculated on the net assets position includes the
 impact of foreign exchange hedging.

 

Tax

The Group's parent company continues to operate in the UK as an approved
investment trust company. An approved investment trust is a UK investment
company which is required to meet certain conditions set out in the UK tax
rules to obtain and maintain its tax status. This approval allows certain
investment profits of the Company, broadly its capital profits, to be exempt
from tax in the UK. Income and expenditure, excepting those exempt returns in
the Company, are both subject to taxation. The Group's tax credit for the year
was £1 million (2025: £1 million charge).

 

The Group's overall UK tax position for the financial year is dependent on the
finalisation of the tax returns of the various corporate and partnership
entities in the UK group.

 

Pension

The Trustees of the UK defined benefit plan ("the Plan") completed the
wind‑up of the Plan in March 2026. The remaining surplus assets were paid to
the Group. Net of associated tax liabilities settled by the Plan, the Group
received £65 million.

 

Balance sheet and liquidity

At 31 March 2026, the Group had net debt of £547 million (31 March 2025:
£771 million) and gearing of 2% after the receipt of cash income of £421
million and net cash proceeds of £610 million offsetting Group dividend
payments of £765 million.

During the year, 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.

 

The Group had liquidity of £1,864 million as at 31 March 2026 (31 March 2025:
£1,323 million), comprising cash and deposits of £664 million (31 March
2025: £423 million) and an undrawn RCF of £1,200 million.

 

The investment portfolio value increased to £31,821 million at 31 March 2026
(31 March 2025: £25,579 million), mainly driven by unrealised profits of
£4,166 million in the year.

 

Further information on investments and realisations is included in the Private
Equity, Infrastructure and Scandlines business reviews.

 

Table 16: Simplified consolidated balance sheet at 31 March

 

 Investment basis Statement of financial position  2026     2025

                                                   £m       £m
 Investment portfolio                              31,821   25,579
 Gross debt                                        (1,211)  (1,194)
 Cash and deposits                                 664      423
 Net debt                                          (547)    (771)
 Carried interest and performance fees receivable  24       33
 Carried interest and performance fees payable     (408)    (360)
 Other net assets                                  (3)      130
 Net assets                                        30,887   24,611
 Gearing1                                          2%       3%

 1 Gearing is net debt as a percentage of net assets.

 

3i Group plc share issuance

As a result of the Action transactions detailed in the Business review, we
issued a total of 51 million new ordinary shares of 73 19/22 pence in 3i Group
plc shares. At 31 March 2026, the number of diluted shares was 1,019,365,230
(31 March 2025: 968,085,350).

 

Going concern

The Annual report and accounts 2026 were prepared on a going concern basis.
The Directors made an assessment of going concern, taking into account the
Group's current performance and the outlook, and performed additional analysis
to support the going concern assessment. Further details on going concern can
be found in the Resilience statement in our Annual report and accounts 2026.

 

Dividend

The Board has recommended a second FY2026 dividend of 48.0 pence per share
(2025: 42.5 pence), taking the total dividend for the year to 84.5 pence per
share (2025: 73.0 pence). Subject to shareholder approval, the dividend will
be paid to shareholders in July 2026.

 Key accounting judgements and estimates

 A key judgement is the assessment required to determine the degree of control
 or influence the Group exercises and the form of any control to ensure that
 the financial treatment of investment entities is accurate. The introduction
 of IFRS 10 resulted in a number of intermediate holding companies being
 presented at fair value, which has led to reduced transparency of the
 underlying investment performance. As a result, the Group continues to present
 a non-GAAP Investment basis set of financial statements to ensure that the
 commentary in the Strategic report remains fair, balanced and understandable.
 The reconciliation of the Investment basis to IFRS is shown later in the
 document.

 In preparing these accounts, the key accounting estimate is the carrying value
 of our investment assets, which is stated at fair value.

 Given the importance of the valuation of investments, the Board has a separate
 Valuations Committee to review the valuation policy, process and application
 to individual investments. However, asset valuations for unquoted investments
 are inherently subjective, as they are made on the basis of assumptions which
 may not prove to be accurate. At 31 March 2026, 97% by value of the investment
 assets were unquoted (31 March 2025: 96%).

Background to Investment basis financial statements

The Group makes investments in portfolio companies directly, held by 3i Group
plc, and indirectly, held through intermediate holding company and partnership
structures ("Investment entity subsidiaries"). It also has other operational
subsidiaries which provide services and other activities such as employment,
regulatory activities, management and advice ("Trading subsidiaries"). The
application of IFRS 10 requires us to fair value a number of intermediate
holding companies that were previously consolidated line by line. This fair
value approach, applied at the intermediate holding company level, effectively
obscures the performance of our proprietary capital investments and associated
transactions occurring in the intermediate holding companies.

 

The financial effect of the underlying portfolio companies and fee income,
operating expenses and carried interest transactions occurring in Investment
entity subsidiaries are aggregated into a single value. Other items which were
previously eliminated on consolidation are now included separately.

 

To maintain transparency in our report and aid understanding we introduced
separate non-GAAP "Investment basis" Statements of comprehensive income,
financial position and cash flow in our 2014 Annual report and accounts. The
Investment basis is an APM and the Strategic report is prepared using the
Investment basis as we believe it provides a more understandable view of our
performance. Total return and net assets are equal under the Investment basis
and IFRS; the Investment basis is simply a "look through" of IFRS 10 to
present the underlying performance.

 

Reconciliation of Investment basis and IFRS

A detailed reconciliation from the Investment basis to IFRS basis of the
Consolidated statement of comprehensive income, Consolidated statement of
financial position and Consolidated cash flow statement is shown on the
following pages.

 

Reconciliation of Investment basis and IFRS

Reconciliation of consolidated statement of comprehensive income

for the year to 31 March

                                                                      Footnotes  Investment basis  IFRS adjustments  IFRS basis  Investment basis  IFRS adjustments  IFRS basis

                                                                                 2026              2026              2026        2025              2025              2025

                                                                                 £m                £m                £m          £m                £m                £m
 Realised profits/(losses) over value on the disposal of investments  1,2        89                (68)              21          51                (46)              5
 Unrealised profits on the revaluation of investments                 1,2        4,166             (1,170)           2,996       4,839             (1,027)           3,812
 Fair value movements on investment entity subsidiaries               1          -                 1,565             1,565       -                 953               953
 Portfolio income
 Dividends                                                            1,2        342               (87)              255         509               (96)              413
 Interest income from investment portfolio                            1,2        55                (32)              23          81                (52)              29
 Fees receivable                                                      1,2        3                 3                 6           10                3                 13
 Foreign exchange on investments                                      1,3        823               (179)             644         (361)             116               (245)
 Movement in the fair value of derivatives                                       (14)              -                 (14)        82                -                 82
 Gross investment return                                                         5,464             32                5,496       5,211             (149)             5,062
 Fees receivable from external funds                                             68                -                 68          64                -                 64
 Operating expenses                                                   1,4        (135)             1                 (134)       (150)             1                 (149)
 Interest receivable                                                  1,4        16                (1)               15          18                (3)               15
 Interest payable                                                                (65)              -                 (65)        (65)              -                 (65)
 Exchange movements                                                   1,3        (23)              (99)              (122)       20                57                77
 Income from investment entity subsidiaries                           1          -                 18                18          -                 21                21
 Other expense                                                        1,4        (1)               -                 (1)         -                 (1)               (1)
 Operating profit before carried interest                                        5,324             (49)              5,275       5,098             (74)              5,024
 Carried interest
 Carried interest and performance fees receivable                                23                -                 23          29                -                 29
 Carried interest and performance fees payable                        1,4        (46)              41                (5)         (81)              67                (14)
 Operating profit before tax                                                     5,301             (8)               5,293       5,046             (7)               5,039
 Tax credit/(charge)                                                             1                 -                 1           (1)               -                 (1)
 Profit for the year                                                             5,302             (8)               5,294       5,045             (7)               5,038
 Other comprehensive income
 Exchange differences on translation of foreign operations            1,3        -                 8                 8           -                 7                 7
 Re-measurements of defined benefit plans                                        2                 -                 2           4                 -                 4
 Other comprehensive income for the year                                         2                 8                 10          4                 7                 11
 Total comprehensive income for the year ("Total return")                        5,304             -                 5,304       5,049             -                 5,049

The IFRS basis is audited and the Investment basis is unaudited.

Notes to the Reconciliation of consolidated statement of comprehensive income
above:

 1 Applying IFRS 10 to the Consolidated statement of comprehensive income
 consolidates the line items of a number of previously consolidated
 subsidiaries into a single line item "Fair value movements on investment
 entity subsidiaries". In the "Investment basis" accounts we have disaggregated
 these line items to analyse our total return as if these Investment entity
 subsidiaries were fully consolidated, consistent with prior years. The
 adjustments simply reclassify the Consolidated statement of comprehensive
 income of the Group, and the total return is equal under the Investment basis
 and the IFRS basis.
 2 Realised profits, unrealised profits and portfolio income shown in the IFRS
 accounts only relate to portfolio companies that are held directly by 3i Group
 plc and not those portfolio companies held through Investment entity
 subsidiaries. Realised profits, unrealised profits and portfolio income in
 relation to portfolio companies held through Investment entity subsidiaries
 are aggregated into the single "Fair value movement on investment entity
 subsidiaries" line. This is the most significant reduction of information in
 our IFRS accounts.
 3 Foreign exchange movements have been reclassified under the Investment basis
 as foreign currency asset and liability movements. Movements within the
 Investment entity subsidiaries are included within "Fair value movements on
 investment entities".
 4 Other items also aggregated into the "Fair value movements on investment
 entity subsidiaries" line include operating expenses, interest receivable,
 other expense and carried interest and performance fees payable.

 

Reconciliation of consolidated statement of financial position

as at 31 March

 

                                                   Footnotes  Investment basis  IFRS adjustments  IFRS basis  Investment basis  IFRS adjustments  IFRS basis

                                                              2026              2026              2026        2025              2025              2025

                                                              £m                £m                £m          £m                £m                £m
 Assets
 Non-current assets
 Investments
 Quoted investments                                1          993               (96)              897         916               (60)              856
 Unquoted investments                              1          30,828            (10,775)          20,053      24,663            (7,163)           17,500
 Investments in investment entity subsidiaries     1,2        -                 10,535            10,535      -                 6,916             6,916
 Investment portfolio                                         31,821            (336)             31,485      25,579            (307)             25,272
 Other non-current assets                          1          27                (5)               22          35                (6)               29
 Retirement benefit surplus                                   -                 -                 -           63                -                 63
 Property, plant and equipment                                17                -                 17          18                -                 18
 Right of use asset                                           43                -                 43          41                -                 41
 Derivative financial instruments                             10                -                 10          46                -                 46
 Total non-current assets                                     31,918            (341)             31,577      25,782            (313)             25,469
 Current assets
 Carried interest and performance fees receivable             24                -                 24          33                -                 33
 Other current assets                              1          65                (5)               60          51                -                 51
 Derivative financial instruments                             42                -                 42          91                -                 91
 Cash and cash equivalents                         1          664               (29)              635         423               (11)              412
 Total current assets                                         795               (34)              761         598               (11)              587
 Total assets                                                 32,713            (375)             32,338      26,380            (324)             26,056
 Liabilities
 Non-current liabilities
 Trade and other payables                          1          (11)              2                 (9)         (10)              1                 (9)
 Carried interest and performance fees payable     1          (396)             365               (31)        (333)             304               (29)
 Loans and borrowings                                         (1,211)           -                 (1,211)     (1,194)           -                 (1,194)
 Derivative financial instruments                             (22)              -                 (22)        (4)               -                 (4)
 Retirement benefit deficit                                   (17)              -                 (17)        (17)              -                 (17)
 Lease liability                                              (45)              -                 (45)        (42)              -                 (42)
 Total non-current liabilities                                (1,702)           367               (1,335)     (1,600)           305               (1,295)
 Current liabilities
 Trade and other payables                          1          (107)             -                 (107)       (139)             4                 (135)
 Carried interest and performance fees payable     1          (12)              8                 (4)         (27)              15                (12)
 Lease liability                                              (5)               -                 (5)         (3)               -                 (3)
 Total current liabilities                                    (124)             8                 (116)       (169)             19                (150)
 Total liabilities                                            (1,826)           375               (1,451)     (1,769)           324               (1,445)
 Net assets                                                   30,887            -                 30,887      24,611            -                 24,611
 Equity
 Issued capital                                               757               -                 757         719               -                 719
 Share premium                                                2,494             -                 2,494       792               -                 792
 Other reserves                                    3          27,714            -                 27,714      23,181            -                 23,181
 Own shares                                                   (78)              -                 (78)        (81)              -                 (81)
 Total equity                                                 30,887            -                 30,887      24,611            -                 24,611

The IFRS basis is audited and the Investment basis is unaudited.

Notes to the Reconciliation of consolidated statement of financial position
above:

 1 Applying IFRS 10 to the Consolidated statement of financial position
 aggregates the line items into the single line item "Investments in investment
 entity subsidiaries". In the Investment basis we have disaggregated these
 items to analyse our net assets as if the Investment entity subsidiaries were
 consolidated. The adjustment reclassifies items in the Consolidated statement
 of financial position. There is no change to the net assets, although for
 reasons explained below, gross assets and gross liabilities are different. The
 disclosure relating to portfolio companies is significantly reduced by the
 aggregation, as the fair value of all investments held by Investment entity
 subsidiaries is aggregated into the "Investments in investment entity
 subsidiaries" line. We have disaggregated this fair value and disclosed the
 underlying portfolio holding in the relevant line item, ie, quoted investments
 or unquoted investments. Other items which may be aggregated include carried
 interest, other assets and other payables, and the Investment basis
 presentation again disaggregates these items.
 2 Intercompany balances between Investment entity subsidiaries and trading
 subsidiaries also impact the transparency of our results under the IFRS basis.
 If an Investment entity subsidiary has an intercompany balance with a
 consolidated trading subsidiary of the Group, then the asset or liability of
 the Investment entity subsidiary will be aggregated into its fair value, while
 the asset or liability of the consolidated trading subsidiary will be
 disclosed as an asset or liability in the Consolidated statement of financial
 position for the Group.
 3 Investment basis financial statements are prepared for performance
 measurement and therefore reserves are not analysed separately under this
 basis.

Reconciliation of consolidated cash flow statement

for the year to 31 March

 

                                                       Footnotes  Investment basis  IFRS adjustments  IFRS basis  Investment basis  IFRS adjustments  IFRS basis

                                                                  2026              2026              2026        2025              2025              2025

                                                                  £m                £m                £m          £m                £m                £m
 Cash flow from operating activities
 Purchase of investments                               1          (907)             839               (68)        (1,182)           1,032             (150)
 Proceeds from investments                             1          1,517             (664)             853         1,841             (734)             1,107
 Amounts paid to investment entity subsidiaries        1          -                 (1,072)           (1,072)     -                 (1,537)           (1,537)
 Amounts received from investment entity subsidiaries  1          -                 972               972         -                 865               865
 Cash flow from derivatives                                       89                -                 89          113               -                 113
 Portfolio interest received                           1          19                (13)              6           11                (5)               6
 Portfolio dividends received                          1          334               (81)              253         515               (95)              420
 Portfolio fees received                                          4                 -                 4           7                 -                 7
 Fees received from external funds                                64                -                 64          65                -                 65
 Carried interest and performance fees received                   31                -                 31          44                -                 44
 Carried interest and performance fees paid            1          (15)              1                 (14)        (521)             498               (23)
 Operating expenses paid                               1          (140)             -                 (140)       (123)             1                 (122)
 Other cash income                                     1          7                 (1)               6           1                 -                 1
 Other cash expenses                                   1          (1)               -                 (1)         (54)              6                 (48)
 Interest received                                     1          15                -                 15          18                (3)               15
 Net cash flow from operating activities                          1,017             (19)              998         735               28                763
 Cash flow from financing activities
 Issue of shares                                                  1                 -                 1           1                 -                 1
 Purchase of own shares                                           (15)              -                 (15)        -                 -                 -
 Dividends paid                                                   (765)             -                 (765)       (625)             -                 (625)
 Lease payments                                                   (5)               -                 (5)         (6)               -                 (6)
 Interest paid                                                    (66)              -                 (66)        (60)              -                 (60)
 Net cash flow from financing activities                          (850)             -                 (850)       (690)             -                 (690)
 Cash flow from investing activities
 Purchase of property, plant and equipment                        (1)               -                 (1)         (16)              -                 (16)
 Proceeds from defined benefit pension                            65                -                 65          -                 -                 -
 Net cash flow from investing activities                          64                -                 64          (16)              -                 (16)
 Change in cash and cash equivalents                   2          231               (19)              212         29                28                57
 Cash and cash equivalents at the start of year        2          423               (11)              412         396               (38)              358
 Effect of exchange rate fluctuations                  1          10                1                 11          (2)               (1)               (3)
 Cash and cash equivalents at the end of year          2          664               (29)              635         423               (11)              412

The IFRS basis is audited and the Investment basis is unaudited.

Notes to the Reconciliation of consolidated cash flow statement above:

 1 The Consolidated cash flow statement is impacted by the application of IFRS
 10 as cash flows to and from Investment entity subsidiaries are disclosed,
 rather than the cash flows to and from the underlying portfolio. Therefore in
 our Investment basis financial statements, we have disclosed our cash flow
 statement on a "look through" basis, in order to reflect the underlying
 sources and uses of cash flows and disclose the underlying investment
 activity.
 2 There is a difference between the change in cash and cash equivalents of the
 Investment basis financial statements and the IFRS financial statements
 because there are cash balances held in Investment entity subsidiaries. Cash
 held within Investment entity subsidiaries will not be shown in the IFRS
 statements but will be seen in the Investment basis statements.

 

Alternative Performance Measures ("APMs")

We assess our performance using a variety of measures that are not
specifically defined under IFRS and are therefore termed APMs. The APMs that
we use may not be directly comparable with those used by other companies. Our
Investment basis is itself an APM. The explanation of and rationale for the
Investment basis and its reconciliation to IFRS is provided above. The table
below defines our additional APMs.

 

 Purpose                                                                        Calculation                                                                      Reconciliation to IFRS
 Gross investment return as a percentage of opening portfolio value
 A measure of the performance of our proprietary investment portfolio.          It is calculated as the gross investment return, as shown in the Investment      The equivalent balances under IFRS and the reconciliation to the Investment
                                                                                basis Consolidated statement of comprehensive income, as a % of the opening      basis are shown in the Reconciliation of the consolidated statement of
                                                                                portfolio value.                                                                 comprehensive income and the Reconciliation of the consolidated statement of
                                                                                                                                                                 financial position respectively.
                                                                                                                                                                 For further information see the group KPIs in our Annual report and accounts
                                                                                                                                                                 2026.
 Cash realisations
 Cash proceeds from our investments support our returns to shareholders, as     The cash received from the disposal of investments in the year as shown in the   The equivalent balance under IFRS and the reconciliation to the Investment
 well as our ability to invest in new opportunities.                            Investment basis Consolidated cash flow statement.                               basis is shown in the Reconciliation of the consolidated cash flow statement.

                                                                                                                                                                 For further information see the group KPIs in our Annual report and accounts
                                                                                                                                                                 2026.
 Cash investment
 Identifying new opportunities in which to invest proprietary capital is the    The cash paid to acquire investments in the year as shown on the Investment      The equivalent balance under IFRS and the reconciliation to the Investment
 primary driver of the Group's ability to deliver attractive returns.           basis Consolidated cash flow statement.                                          basis is shown in the Reconciliation of the consolidated cash flow statement.

                                                                                                                                                                 For further information see the group KPIs in our Annual report and accounts
                                                                                                                                                                 2026.
 Operating cash profit
 By covering the cash cost of running the business with cash income, we reduce  The cash income from the portfolio (interest, dividends and fees) together       The equivalent balance under IFRS and the reconciliation to the Investment
 the potential dilution of capital returns.                                     with fees received from external funds less cash operating expenses and leases   basis is shown in the Reconciliation of the consolidated cash flow statement.
                                                                                payments as shown on the Investment basis Consolidated cash flow statement.
                                                                                The calculation is shown in Table 12 of the Financial review.

                                                                                                                                                                 For further information see the group KPIs in our Annual report and accounts
                                                                                                                                                                 2026.
 Net (debt)/cash
 A measure of the available cash to invest in the business and an indicator of  Cash and cash equivalents plus deposits less loans and borrowings as shown on    The equivalent balance under IFRS and the reconciliation to the Investment
 the financial risk in the Group's balance sheet.                               the Investment basis Consolidated statement of financial position.               basis is shown in the Reconciliation of the consolidated statement of
                                                                                                                                                                 financial position.

 Gearing
 A measure of the financial risk in the Group's balance sheet.                  Net debt (as defined above) as a % of the Group's net assets under the           The equivalent balance under IFRS and the reconciliation to the Investment
                                                                                Investment basis. It cannot be less than zero.                                   basis is shown in the Reconciliation of the consolidated statement of
                                                                                                                                                                 financial position.

 

Audited financial statements

Consolidated statement of comprehensive income

for the year to 31 March

 

                                                                              Notes  2026   2025

                                                                                     £m     £m
 Realised profits over value on the disposal of investments                          21     5
 Unrealised profits on the revaluation of investments                                2,996  3,812
 Fair value movements on investment entity subsidiaries                              1,565  953
 Portfolio income
 Dividends                                                                           255    413
 Interest income from investment portfolio                                           23     29
 Fees receivable                                                                     6      13
 Foreign exchange on investments                                                     644    (245)
 Movement in the fair value of derivatives                                           (14)   82
 Gross investment return                                                             5,496  5,062
 Fees receivable from external funds                                                 68     64
 Operating expenses                                                                  (134)  (149)
 Interest receivable                                                                 15     15
 Interest payable                                                                    (65)   (65)
 Exchange movements                                                                  (122)  77
 Income from investment entity subsidiaries                                          18     21
 Other expense                                                                       (1)    (1)
 Operating profit before carried interest                                            5,275  5,024
 Carried interest
 Carried interest and performance fees receivable                                    23     29
 Carried interest and performance fees payable                                       (5)    (14)
 Operating profit before tax                                                         5,293  5,039
 Tax credit/(charge)                                                                 1      (1)
 Profit for the year                                                                 5,294  5,038
 Other comprehensive income that may be reclassified to the income statement
 Exchange differences on translation of foreign operations                           8      7
 Other comprehensive income that will not be reclassified to the income
 statement
 Re-measurements of defined benefit plans                                            2      4
 Other comprehensive income for the year                                             10     11
 Total comprehensive income for the year                                             5,304  5,049

 Earnings per share
 Basic (pence)                                                                2      539.4  522.0
 Diluted (pence)                                                              2      538.6  520.6

 

The Notes to the accounts section forms an integral part of these financial
statements.

 

Consolidated statement of financial position

as at 31 March

                                                   2026     2025

                                                   £m       £m
 Assets
 Non-current assets
 Investments
 Quoted investments                                897      856
 Unquoted investments                              20,053   17,500
 Investments in investment entity subsidiaries     10,535   6,916
 Investment portfolio                              31,485   25,272
 Other non-current assets                          22       29
 Retirement benefit surplus                        -        63
 Property, plant and equipment                     17       18
 Right of use asset                                43       41
 Derivative financial instruments                  10       46
 Total non-current assets                          31,577   25,469
 Current assets
 Carried interest and performance fees receivable  24       33
 Other current assets                              60       51
 Derivative financial instruments                  42       91
 Cash and cash equivalents                         635      412
 Total current assets                              761      587
 Total assets                                      32,338   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                  (22)     (4)
 Retirement benefit deficit                        (17)     (17)
 Lease liability                                   (45)     (42)
 Total non-current liabilities                     (1,335)  (1,295)
 Current liabilities
 Trade and other payables                          (107)    (135)
 Carried interest and performance fees payable     (4)      (12)
 Lease liability                                   (5)      (3)
 Total current liabilities                         (116)    (150)
 Total liabilities                                 (1,451)  (1,445)
 Net assets                                        30,887   24,611
 Equity
 Issued capital                                    757      719
 Share premium                                     2,494    792
 Capital redemption reserve                        43       43
 Share-based payment reserve                       29       35
 Translation reserve                               9        1
 Capital reserve                                   26,205   21,257
 Revenue reserve                                   1,428    1,845
 Own shares                                        (78)     (81)
 Total equity                                      30,887   24,611

The Notes to the accounts section forms an integral part of these financial
statements

 

David Hutchison

Chair

13 May 2026

Consolidated statement of changes in equity

for the year to 31 March

 

 2026                                                       Share     Share     Capital      Share-    Translation  Capital    Revenue    Own      Total

                                                            capital   premium   redemption   based     reserve      reserve1   reserve1   shares   equity

                                                            £m        £m        reserve      payment   £m           £m         £m         £m       £m

                                                                                £m           reserve

                                                                                             £m
 Total equity at the start of the year                      719       792       43           35        1            21,257     1,845      (81)     24,611
 Profit for the year                                        -         -         -            -         -            4,964      330        -        5,294
 Exchange differences on translation of foreign operations  -         -         -            -         8            -          -          -        8
 Re-measurements of defined benefit plans                   -         -         -            -         -            2          -          -        2
 Total comprehensive income for the year                    -         -         -            -         8            4,966      330        -        5,304
 Share-based payments                                       -         -         -            12        -            -          -          -        12
 Release on exercise/forfeiture of share awards             -         -         -            (18)      -            -          18         -        -
 Exercise of share awards                                   -         -         -            -         -            (18)       -          18       -
 Ordinary dividends                                         -         -         -            -         -            -          (765)      -        (765)
 Purchase of own shares                                     -         -         -            -         -            -          -          (15)     (15)
 Issue of ordinary shares                                   38        1,702     -            -         -            -          -          -        1,740
 Total equity at the end of the year                        757       2,494     43           29        9            26,205     1,428      (78)     30,887

1 Refer to Note 17 in our Annual report and accounts 2026 for the nature of
the capital and revenue reserves.

 

 2025                                                       Share     Share     Capital      Share-    Translation  Capital    Revenue    Own      Total

                                                            capital   premium   redemption   based     reserve      reserve1   reserve1   shares   equity

                                                            £m        £m        reserve      payment   £m           £m         £m         £m       £m

                                                                                £m           reserve

                                                                                             £m
 Total equity at the start of the year                      719       791       43           42        (6)          17,154     1,519      (92)     20,170
 Profit for the year                                        -         -         -            -         -            4,535      503        -        5,038
 Exchange differences on translation of foreign operations  -         -         -            -         7            -          -          -        7
 Re-measurements of defined benefit plans                   -         -         -            -         -            4          -          -        4
 Total comprehensive income for the year                    -         -         -            -         7            4,539      503        -        5,049
 Share-based payments                                       -         -         -            16        -            -          -          -        16
 Release on exercise/forfeiture of share awards             -         -         -            (23)      -            -          23         -        -
 Exercise of share awards                                   -         -         -            -         -            (11)       -          11       -
 Ordinary dividends                                         -         -         -            -         -            (425)      (200)      -        (625)
 Issue of ordinary shares                                   -         1         -            -         -            -          -          -        1
 Total equity at the end of the year                        719       792       43           35        1            21,257     1,845      (81)     24,611

1 Refer to Note 17 in our Annual report and accounts 2026 for the nature of
the capital and revenue reserves.

 

The Notes to the accounts section forms an integral part of these financial
statements.

Consolidated cash flow statement

for the year to 31 March

 

                                                       Notes  2026     2025

                                                              £m       £m
 Cash flow from operating activities
 Purchase of investments                                      (68)     (150)
 Proceeds from investments                                    853      1,107
 Amounts paid to investment entity subsidiaries               (1,072)  (1,537)
 Amounts received from investment entity subsidiaries         972      865
 Cash flow from derivatives                                   89       113
 Portfolio interest received                                  6        6
 Portfolio dividends received                                 253      420
 Portfolio fees received                                      4        7
 Fees received from external funds                            64       65
 Carried interest and performance fees received               31       44
 Carried interest and performance fees paid                   (14)     (23)
 Operating expenses paid                                      (140)    (122)
 Other cash income                                            6        1
 Other cash expenses                                          (1)      (48)
 Interest received                                            15       15
 Net cash flow from operating activities                      998      763
 Cash flow from financing activities
 Issue of shares                                              1        1
 Purchase of own shares                                       (15)     -
 Dividend paid                                         3      (765)    (625)
 Lease payments                                               (5)      (6)
 Interest paid                                                (66)     (60)
 Net cash flow from financing activities                      (850)    (690)
 Cash flow from investing activities
 Purchases of property, plant and equipment                   (1)      (16)
 Proceeds from settlement of defined benefit pension          65       -
 Net cash flow from investing activities                      64       (16)
 Change in cash and cash equivalents                          212      57
 Cash and cash equivalents at the start of the year           412      358
 Effect of exchange rate fluctuations                         11       (3)
 Cash and cash equivalents at the end of the year             635      412

The Notes to the accounts section forms an integral part of these financial
statements.

 

Material accounting policies

 

Reporting entity

3i Group plc (the "Company") is a public limited company incorporated and
domiciled in England and Wales. The consolidated financial statements ("the
Group accounts") for the year to 31 March 2026 comprise the financial
statements of the Company and its consolidated subsidiaries (collectively,
"the Group").

 

The Group accounts have been prepared and approved by the Directors in
accordance with section 395 of the Companies Act 2006 and the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The
Company has taken advantage of the exemption in section 408 of the Companies
Act 2006 not to present its Company statement of comprehensive income and
related Notes.

 

A Basis of preparation

The Group and Company accounts have been prepared and approved by the
Directors in accordance with UK-adopted international accounting standards.
The financial statements are presented to the nearest million sterling (£m),
the functional currency of the Company.

 

The Group and Company did not implement the requirements of any new standards
in issue for the year ended 31 March 2026.

 

The IASB introduced a new IFRS Accounting Standard, IFRS 18 to replace IAS 1
Presentation of Financial Statements. This new standard establishes detailed
requirements for classifying and aggregating income and expenses in the income
statement, as well as disclosure obligations for management defined
performance measures. IFRS 18 will have no impact on the Group's total
comprehensive income as it does not impact recognition or measurement. The
standard applies for annual reporting periods beginning on or after 1 January
2027 and was endorsed for use in the UK on 10 December 2025.

 

Going concern

These financial statements have been prepared on a going concern basis as
disclosed in the Directors' report. The Directors have made an assessment of
going concern for a period of at least 12 months from the date of approval of
the accounts, taking into account the Group's current performance against a
subdued macroeconomic environment and an uncertain geopolitical backdrop,
financial position and the principal and emerging risks facing the business.

 

The Directors' assessment of going concern, which takes into account the
business model (further detail in our Annual report and accounts 2026) and the
Group's liquidity of £1,864 million, indicates that the Group and parent
company will have sufficient funds to continue as a going concern, for at
least the next 12 months from the date of approval of the accounts. As
detailed within the Financial Review earlier in this document the Investment
basis the Group covers its cash operating expenses of £145 million at 31
March 2026, with cash income generated by our Private Equity and
Infrastructure businesses and Scandlines of £421 million at 31 March 2026.
During the year, 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. The Group's liquidity comprises cash and deposits of £664 million
(31 March 2025: £423 million) and an undrawn multi-currency facility of
£1,200 million (31 March 2025: £900 million), which has no financial
covenants.

 

As a proprietary investor, the Group has a long-term, responsible investment
approach, and is not subject to external pressure to realise investments
before optimum value can be achieved. The Board has the ability to take
certain actions to help support the Group in adverse circumstances. Mitigating
actions within management control during extended periods of low liquidity
include, for example, drawing on the existing RCF or temporarily reducing new
investment levels. The Group manages liquidity with the aim of ensuring it is
adequate and sufficient, by regular monitoring of investments, realisations,
operating expenses and portfolio cash income and there have been no post
balance sheet changes that would be materially detrimental to liquidity. The
Directors are of the opinion that the Group's cash flow forecast is sufficient
to support the Group given the current market, economic conditions and
outlook.

 

Having performed the assessment on going concern, the Directors considered it
appropriate to prepare the financial statements of the Company and Group on a
going concern basis, and have concluded that the Group has sufficient
financial resources, is well placed to manage business risks in the current
economic environment, and can continue operations for a period of at least 12
months from the date of issue of these financial statements.

 

B Basis of consolidation

In accordance with IFRS 10, the Company meets the criteria as an investment
entity and therefore is required to recognise subsidiaries that also qualify
as investment entities at fair value through profit or loss. It does not
consolidate the investment entities it controls. Subsidiaries that provide
investment-related services, such as advisory, management or employment
services, are not accounted for at fair value through profit and loss and
continue to be consolidated unless those subsidiaries qualify as investment
entities, in which case they are recognised at fair value.

 

Subsidiaries are entities controlled by the Group. Control, as defined by IFRS
10, is achieved when the Group has all of the following:

 • power over the relevant activities of the investee;
 • exposure, or rights, to variable returns from its involvement with the
 investee; and
 • the ability to affect those returns through its power over the investee.

 

The Group is required to determine the degree of control or influence the
Group exercises and the form

of any control to ensure that the financial treatment is accurate.

 

Subsidiaries are fully consolidated from the date on which the Group
effectively obtains control. All intragroup balances and transactions with
subsidiaries are eliminated upon consolidation. Subsidiaries are
de-consolidated from the date that control ceases.

 

The Group comprises several different types of subsidiaries. For a new
subsidiary, the Group assesses whether it qualifies as an investment entity
under IFRS 10, based on the function the entity performs within the Group. For
existing subsidiaries, the Group annually reassesses the function performed by
each type of subsidiary to determine if the treatment under IFRS 10 exception
from consolidation is still appropriate. The types of subsidiaries and their
treatment under IFRS 10 are as follows:

 

General Partners ("GPs") - Consolidated

General Partners provide investment management services and do not hold any
direct investments in portfolio assets. These entities are not investment
entities.

 

Investment managers/advisers - Consolidated

These entities provide investment-related services through the provision of
investment management or advice. They do not hold any direct investments in
portfolio assets. These entities are not investment entities.

 

Holding companies of investment managers/advisers - Consolidated

These entities provide investment-related services through their subsidiaries.
Typically they do not hold any direct investment in portfolio assets and these
entities are not investment entities.

 

Limited partnerships and other intermediate investment holding structures -
Fair valued

The Group makes investments in portfolio assets through its ultimate parent
company, as well as through other limited partnerships and corporate
subsidiaries, which the Group has created to align the interests of the
investment teams with the performance of the assets, through the use of
various carried interest schemes. The purpose of these limited partnerships
and corporate holding vehicles, many of which also provide investment-related
services, is to invest for investment income and capital appreciation. These
partnerships and corporate subsidiaries meet the definition of an investment
entity and are accounted for at fair value through profit and loss.

 

Portfolio investments - Fair valued

Under IFRS 10, the test for accounting subsidiaries takes wider factors of
control as well as actual equity ownership into account. In accordance with
the investment entity exception, these entities have been held at fair value
with movements in fair value being recognised in profit or loss.

 

Associates - Fair valued

Associates are those entities in which the Group has significant influence,
but not control, over the financial and operating policies. Investments that
are held as part of the Group's investment portfolio are carried in the
Consolidated statement of financial position at fair value even though the
Group may have significant influence over those companies.

 

Further detail on our application of IFRS 10 can be found in the
Reconciliation of Investment basis to IFRS section.

C Critical accounting judgements and estimates

The reported results of the Group are sensitive to the accounting policies,
assumptions and estimates that underpin the preparation of its financial
statements. UK company law and IFRS require the Directors, in preparing the
Group's financial statements, to select suitable accounting policies, apply
them consistently and make judgements and estimates that are reasonable and
prudent. The Group's estimates and assumptions are based on historical
experience and expectation of future events and are reviewed periodically. The
actual outcome may be materially different from that anticipated.

 

(a) Critical judgements

In the course of preparing the financial statements, one judgement has been
made in the process of applying the Group's accounting policies, other than
those involving estimations, that has had a significant effect on the amounts
recognised in the financial statements as follows:

 

I. Assessment as an investment entity

The Board has concluded that the Company meets the definition of an investment
entity under IFRS 10.

 

This assessment reflects that 3i raises funds from more than one investor and
invests for capital appreciation and investment income and evaluates
performance on a fair value basis. The Group's activities are focused on
investing in a diversified portfolio of private equity and infrastructure
assets, with performance measured through fair value in line with IFRS 13. 3i
provides strategic oversight and governance support to investee companies, it
does not undertake day to day operational management. Each investment is held
with a defined exit strategy, supporting the Group's focus on maximising value
on realisation for our investors.

 

Subsidiaries providing investment management services, are consolidated, while
investment holding structures, portfolio companies and associates are measured
at fair value through profit or loss. This judgement is reassessed during the
year and remains appropriate given the Group's purpose, business model,
strategic objectives and fair value-based performance evaluation.

 

(b) Critical estimates

In addition to these significant judgements, the Directors have made one
estimate, which they deem to have a significant risk of resulting in a
material adjustment to the amounts recognised in the financial statements
within the next financial year. The detail of this estimate is as follows:

 

I. Fair valuation of the investment portfolio

The investment portfolio, a material group of assets of the Group, is held at
fair value. Details of valuation methodologies used and the associated
sensitivities are disclosed in Note12 Fair values of assets and liabilities in
Annual report and accounts 2026. Given the importance of this area, the Board
has a separate Valuations Committee to review the valuations policies, process
and application to individual investments. A report on the activities of the
Valuations Committee (including a review of the assumptions made) is included
in the Valuations Committee report found in the Governance section of our
Annual report and accounts 2026.

 

D Other accounting policies

(a) Gross investment return

Gross investment return is equivalent to "revenue" for the purposes of IAS 1.
It represents the overall increase in net assets from the investment portfolio
net of deal-related costs and includes foreign exchange movements in respect
of the investment portfolio. The substantial majority is investment income and
outside the scope of IFRS 15. It is analysed into the following components
with the relevant standard shown where appropriate:

 i. Realised profits or losses over value on the disposal of investments are
 the difference between the fair value of the consideration received in
 accordance with IFRS 13 less any directly attributable costs, on the sale of
 equity and the repayment of interest income from the investment portfolio, and
 its carrying value at the start of the accounting period, converted into
 sterling using the exchange rates in force at the date of disposal. See Note 2
 in our Annual report and accounts 2026 for more details.
 ii. Unrealised profits or losses on the revaluation of investments are the
 movement in the fair value of investments in accordance with IFRS 13 between
 the start and end of the accounting period converted into sterling using the
 exchange rates in force at the date of fair value assessment. See Note 3 in
 our Annual report and accounts 2026 for more details.
 iii. Fair value movements on investment entity subsidiaries are the movements
 in the fair value of Group subsidiaries which are classified as investment
 entities under IFRS 10. The Group makes investments in portfolio assets
 through these entities which are usually limited partnerships or corporate
 subsidiaries. See Note 11 in our Annual report and accounts 2026 for more
 details.
 iv. Portfolio income is that portion of income that is directly related to the
 return from individual investments. It is recognised to the extent that it is
 probable that there will be economic benefit and the income can be reliably
 measured. The following specific recognition criteria must be met before the
 income is recognised:
 • Dividends from equity investments are recognised in profit or loss when
 the shareholders' rights to receive payment is established;
 • Interest income from the investment portfolio is recognised as it accrues.
 When the fair value of an investment is assessed to be below the principal
 value of a loan, the Group recognises a provision against any interest accrued
 from the date of the assessment going forward until the investment is assessed
 to have recovered in value; and
 • The accounting policy for fee income is included in Note 4 in our Annual
 report and accounts 2026 for more details.
 v. Foreign exchange on investments arises on investments made in currencies
 that are different from the functional currency of the Company, being
 sterling. Investments are translated at the exchange rate ruling at the date
 of the transaction in accordance with IAS 21. At each subsequent reporting
 date, investments are translated to sterling at the exchange rate ruling at
 that date.
 vi. Movement in the fair value of derivatives relates to the change in fair
 value of forward foreign exchange contracts which have been used to minimise
 foreign currency risk in the investment portfolio. See Note 15 in our Annual
 report and accounts 2026 for more details.

(b) Foreign currency translation

For the Company and those subsidiaries and associates whose balance sheets are
denominated in sterling, which is the Company's functional and presentational
currency, monetary assets and liabilities and non-monetary assets held at fair
value denominated in foreign currencies are translated into sterling at the
closing rates of exchange at the balance sheet date. Foreign currency
transactions are translated into sterling at the average rates of exchange
over the year and exchange differences arising are taken to profit or loss.

 

The statements of financial position of subsidiaries, which are not held at
fair value, denominated in foreign currencies are translated into sterling at
the closing rates. The statements of comprehensive income for these
subsidiaries and associates are translated at the average rates and exchange
differences arising are taken to other comprehensive income. Such exchange
differences are reclassified to profit or loss in the period in which the
subsidiary or associate is disposed of.

 

(c) Treasury assets and liabilities

Short-term treasury assets, and short and long-term treasury liabilities are
used in order to manage cash flows.

 

Cash and cash equivalents comprise cash at bank and amounts held in money
market funds which are readily convertible into cash and there is an
insignificant risk of changes in value. Financial assets and liabilities are
recognised in the balance sheet when the relevant Group entity becomes a party
to the contractual provisions of the instrument. Derecognition occurs when
rights to cash flows from a financial asset expire, or when a liability is
extinguished.

 

Notes to the accounts

1 Segmental analysis

Operating segments are the components of the Group whose results are regularly
reviewed by the Group's chief operating decision maker to make decisions about
resources to be allocated to the segment and assess its performance.

The Chief Executive, who is considered to be the chief operating decision
maker, managed the Group on the basis of business divisions determined with
reference to market focus,  investment funding model and the Group's
management hierarchy. A description of the activities, including returns
generated by these divisions and the allocation of resources, is given in the
Strategic report. To aid the readers' understanding we have split out Action,
Private Equity's largest asset, into a separate column. Action is not regarded
as a reported segment as the chief operating decision maker reviews
performance, makes decisions and allocates resources to the Private Equity
segment, which includes Action.

The segmental information that follows is presented on the basis used by the
Chief Executive to monitor the performance of the Group. The reported segments
are Private Equity, Infrastructure and Scandlines. Group performance is not
monitored by the chief operating decision maker on a geographical or sector
basis and, as such, these are not considered reportable segments.

The segmental analysis is prepared on the Investment basis. The Investment
basis is an APM and we believe it provides a more understandable view of
performance. For more information on the Investment basis and a reconciliation
between the Investment basis and IFRS can be found in the Reconciliation of
Investment basis and IFRS section earlier in this document.

 Investment basis                                            Private  Of which  Infrastructure  Scandlines  Total3

                                                             Equity   Action    £m              £m          £m

 Year to 31 March 2026                                       £m       £m
 Realised profits over value on the disposal of investments  89       -         -               -           89
 Unrealised profits on the revaluation of investments        4,080    3,544     65              21          4,166
 Portfolio income
 Dividends                                                   281      246       40              21          342
 Interest income from investment portfolio                   43       -         12              -           55
 Fees receivable                                             4        1         (1)             -           3
 Foreign exchange on investments                             811      745       (10)            22          823
 Movement in the fair value of derivatives                   (5)      (26)      -               (9)         (14)
 Gross investment return                                     5,303    4,510     106             55          5,464
 Fees receivable from external funds                         3                  65              -           68
 Operating expenses                                          (87)               (45)            (3)         (135)
 Interest receivable                                                                                        16
 Interest payable                                                                                           (65)
 Exchange movements                                                                                         (23)
 Other expense                                                                                              (1)
 Operating profit before carried interest                                                                   5,324
 Carried interest
 Carried interest and performance fees receivable            1        -         22              -           23
 Carried interest and performance fees payable               (47)     -         1               -           (46)
 Operating profit before tax                                                                                5,301
 Tax credit/(charge)                                                                                        1
 Profit for the year                                                                                        5,302
 Other comprehensive income
 Re-measurements of defined benefit plans                                                                   2
 Total return                                                                                               5,304
 Realisations1                                               1,502    944       15              -           1,517
 Cash investment                                             (903)    (827)     (4)             -           (907)
 Non-cash investment                                         (1,739)  (1,739)   -               -           (1,739)
 Total investment                                            (2,642)  (2,566)   (4)             -           (2,646)
 Net realisations/(investment)                               (1,140)  (1,622)   11              -           (1,129)
 Balance sheet
 Opening portfolio value at 1 April 2025                     23,558   17,831    1,492           529         25,579
 Additions2                                                  2,751    2,566     4               -           2,755
 Value disposed                                              (1,414)  (944)     (15)            -           (1,429)
 Unrealised value movement                                   4,080    3,544     65              21          4,166
 Foreign exchange and other movements                        732      746       (3)             21          750
 Closing portfolio value at 31 March 2026                    29,707   23,743    1,543           571         31,821

 1 Realised proceeds may differ from cash proceeds due to timing of cash
 receipts.
 2 Includes cash investment, non-cash investment and capitalised interest.
 3 The total is the sum of Private Equity, Infrastructure and Scandlines, "Of
 which Action" is part of Private Equity.

 

Interest receivable, interest payable, exchange movements (excluding foreign
exchange on investments), the tax charge and re-measurements of defined
benefit plans are not managed by segment by the chief operating decision maker
and therefore have not been allocated to a specific segment.

 

 Investment basis                                            Private  Of which  Infrastructure  Scandlines  Total3

£m
 Year to 31 March 2025                                       Equity   Action    £m              £m

                                                             £m       £m
 Realised profits over value on the disposal of investments  50       -         1               -           51
 Unrealised profits on the revaluation of investments        4,803    4,324     17              19          4,839
 Portfolio income
 Dividends                                                   450      433       37              22          509
 Interest income from investment portfolio                   69       -         12              -           81
 Fees receivable                                             14       5         (4)             -           10
 Foreign exchange on investments                             (340)    (255)     (11)            (10)        (361)
 Movement in the fair value of derivatives                   67       44        -               15          82
 Gross investment return                                     5,113    4,551     52              46          5,211
 Fees receivable from external funds                         3                  61              -           64
 Operating expenses                                          (98)               (49)            (3)         (150)
 Interest receivable                                                                                        18
 Interest payable                                                                                           (65)
 Exchange movements                                                                                         20
 Other expense                                                                                              -
 Operating profit before carried interest                                                                   5,098
 Carried interest
 Carried interest and performance fees receivable            -                  29              -           29
 Carried interest and performance fees payable               (70)               (11)            -           (81)
 Operating profit before tax                                                                                5,046
 Tax credit/(charge)                                                                                        (1)
 Profit for the year                                                                                        5,045
 Other comprehensive income
 Re-measurements of defined benefit plans                                                                   4
 Total return                                                                                               5,049
 Realisations1                                               1,827    1,164     10              -           1,837
 Cash investment                                             (1,177)  (768)     (4)             (1)         (1,182)
 Non-cash investment                                         -        -         -               -           -
 Total investment                                            (1,177)  (768)     (4)             (1)         (1,182)
 Net realisations/(investment)                               650      396       6               (1)         655
 Balance sheet
 Opening portfolio value at 1 April 2024                     19,629   14,158    1,488           519         21,636
 Additions2                                                  1,318    768       4               1           1,323
 Value disposed                                              (1,777)  (1,164)   (9)             -           (1,786)
 Unrealised value movement                                   4,803    4,324     17              19          4,839
 Foreign exchange and other movements                        (415)    (255)     (8)             (10)        (433)
 Closing portfolio value at 31 March 2025                    23,558   17,831    1,492           529         25,579

 1 Realised proceeds may differ from cash proceeds due to timing of cash
 receipts. During the year, Private Equity recognised £1,827 million of
 realised proceeds, of which £1 million related to withholding tax. In
 addition, £5 million of cash proceeds were received, which had been
 recognised as realised proceeds in FY2024.
 2 Includes cash investment  and capitalised interest.
 3 The total is the sum of Private Equity, Infrastructure and Scandlines, "Of
 which Action" is part of Private Equity.

 

 

2 Per share information

The calculation of basic net assets per share is based on the net assets and
the number of shares in issue at the year end. When calculating the diluted
net assets per share, the number of shares in issue is adjusted for the effect
of all dilutive share awards. Dilutive share awards are equity awards with
performance conditions attached, see Note 24 in our Annual report and accounts
2026.

 

                                                           2026           2025
 Net assets per share (£)
 Basic                                                     30.34          25.49
 Diluted                                                   30.30          25.42
 Net assets (£m)
 Net assets attributable to equity holders of the Company  30,887         24,611

                                                           2026           2025
 Number of shares in issue
 Ordinary shares                                           1,024,702,777  973,398,978
 Own shares                                                (6,813,218)    (7,979,305)
                                                           1,017,889,559  965,419,673
 Effect of dilutive potential ordinary shares
 Share awards                                              1,475,671      2,665,677
 Diluted shares                                            1,019,365,230  968,085,350

 

Further details on movements in ordinary shares and own shares are provided in
Notes 17 and 18 of the Annual report and accounts 2026.

 

The calculation of basic earnings per share is based on the profit
attributable to shareholders and the weighted average number of shares in
issue. The weighted average shares in issue for the year to 31 March 2026 are
981,517,180 (2025: 965,214,237). When calculating the diluted earnings per
share, the weighted average number of shares in issue is adjusted for the
effect of all dilutive share awards. The diluted weighted average shares in
issue for the year to 31 March 2026 are 982,927,508 (2025: 967,799,507).

 

                                                                    2026   2025
 Earnings per share (pence)
 Basic                                                              539.4  522.0
 Diluted                                                            538.6  520.6
 Earnings (£m)
 Profit for the year attributable to equity holders of the Company  5,294  5,038

 

3 Dividends

 

                                    2026        2026  2025        2025

                                    pence per   £m    pence per   £m

                                    share             share
 Declared and paid during the year
 Ordinary shares
 Second dividend                    42.50       408   34.50       332
 First dividend                     36.50       357   30.50       293
                                    79.00       765   65.00       625
 Proposed dividend                  48.00       484   42.50       408

 

The Group introduced a simplified dividend policy in May 2018. In accordance
with this policy, subject to maintaining a conservative balance sheet
approach, the Group aims to maintain or grow the dividend each year. The first
dividend has been set at 50% of the prior year's total dividend.

 

The dividend can be paid out of either the capital reserve or the revenue
reserve subject to the investment trust rules, see Note 17 in our Annual
report and accounts 2026 and the statement of changes in equity earlier in
this document for details of reserves.

 

The distributable reserves of the Company are £11,234 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. Shareholders are given the opportunity to approve
the total dividend for the year at the Company's Annual General Meeting.
Details of the Group's continuing viability and going concern can be found in
the Risk management section of our Annual report and accounts 2026.

15 large investments

 

The 15 investments listed below account for 95% of the portfolio at 31 March
2026 (31 March 2025: 93%). One portfolio company has been excluded due to
commercial sensitivity. All investments have been assessed to establish
whether they classify as accounting subsidiaries under IFRS and/or
subsidiaries under the UK Companies Act. This assessment forms the basis of
our disclosure of accounting subsidiaries in the financial statements.

 

The UK Companies Act defines a subsidiary based on voting rights, with a
greater than 50% majority of voting rights resulting in an entity being
classified as a subsidiary. IFRS 10 applies a wider test and, if a Group is
exposed, or has rights to variable returns from its involvement with the
investee and has the ability to affect these returns through its power over
the investee then it has control, and hence the investee is deemed an
accounting subsidiary. Controlled subsidiaries under IFRS are noted below.
None of these investments are UK Companies Act subsidiaries.

 

In accordance with Part 5 of The Alternative Investment Fund Managers
Regulations 2013 ("the Regulations"), 3i Investments plc, as AIFM, requires
all controlled portfolio companies, with their registered offices in the
United Kingdom, to make available to employees an annual report which meets
the disclosure requirements of the Regulations. These are available either on
the portfolio company's website or through filing with the relevant local
authorities.

 

                                                                              Business line      Residual    Residual
                                                                              Geography          cost1       cost1       Valuation2  Valuation2
 Investment                                                                   First invested in  March 2026  March 2025  March 2026  March 2025  Relevant transactions
 Description of business                                                      Valuation basis    £m          £m          £m          £m          in the year
 Action*                                                                      Private Equity     4,443       1,877       23,743      17,831      £944 million of capital
 General merchandise discount retailer                                        Netherlands                                                        restructuring proceeds,
                                                                              2011                                                               £246 million cash
                                                                              Earnings                                                           dividends received and
                                                                                                                                                 further investment of
                                                                                                                                                 £2,566 million
 Royal Sanders*                                                               Private Equity     260         204         1,228       865         Further investment
 Private label and contract manufacturing producer of personal care products  Netherlands                                                        of £56 million.
                                                                              2018                                                               Acquired Vendoleo
                                                                              Earnings                                                           in December 2025
 3i Infrastructure plc*                                                       Infrastructure     305         305         897         856         £35 million dividend
 Quoted investment company, investing in infrastructure                       UK                                                                 received
                                                                              2007
                                                                              Quoted
 Cirtec Medical*                                                              Private Equity     172         172         573         614
 Outsourced medical device manufacturing                                      US
                                                                              2017
                                                                              Earnings
 Scandlines                                                                   Scandlines         531         531         571         529         £21 million dividend
 Ferry operator between Denmark and Germany                                   Denmark/Germany                                                    received
                                                                              2018
                                                                              DCF
 AES                                                                          Private Equity     30          30          443         419         £10 million dividend
 Manufacturer of mechanical seals and provider of reliability services        UK                                                                 received
                                                                              1996
                                                                              Earnings
 Audley Travel*                                                               Private Equity     393         338         425         276
 Provider of experiential tailor-made travel                                  UK
                                                                              2015
                                                                              Earnings
 Tato                                                                         Private Equity     2           2           379         382         £17 million dividend
 Manufacturer and seller of specialty chemicals                               UK                                                                 received
                                                                              1989
                                                                              Earnings
 ten23 health*                                                                Private Equity     220         183         315         250         Further investment of
 Biologics focused CDMO                                                       Switzerland                                                        £37 million
                                                                              2021
                                                                              Other

 SaniSure*                                                                       Private Equity  76            76            315           324
 Manufacturer, distributor and integrator of single-use bioprocessing systems    US
 and components
                                                                                 2019
                                                                                 Earnings
 European Bakery Group*                                                          Private Equity  67            63            305           278           £8 million dividend
 Industrial bakery group specialised in bake-off bread and snack products        Netherlands                                                             recorded
                                                                                 2021
                                                                                 Earnings
 Smarte Group*                                                                   Infrastructure  203           196           301           308           Acquired Lost & Found
 Infrastructure concessionaire to airports and high-traffic venues, providing    US                                                                      Software in January 2026
 luggage carts, electronic lockers, mobility solutions, and ancillary services
                                                                                 2017
                                                                                 DCF

 Luqom*                                                                          Private Equity  287           273           276           218
 Online lighting specialist retailer                                             Germany
                                                                                 2017
                                                                                 Earnings
 Q Holding*3                                                                     Private Equity  162           162           187           172
 Manufacturer of catheter products serving the medical device market             US
                                                                                 2014
                                                                                 Earnings
 WaterWipes*                                                                     Private Equity  121           121           121           117
 Global, premium, natural wet wipe brand                                         Ireland
                                                                                 2025
                                                                                 Earnings
                                                                                                 7,272         4,533         30,079        23,439
 * Controlled in accordance with IFRS.
 1 Residual cost includes cash investment, non-cash investment and interest,
 net of cost disposed.
 2 Valuation represents our unrealised value at the relevant date and does not
 include any realised proceeds or dividends received under our ownership.
 3 The capital proceeds received in FY2023 from the partial disposal of the
 investment did not result in a reduction to the cost base.

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

13 May 2026

 

Registered Office: 1 Knightsbridge, London, SW1X 7LX

Glossary

 

Alternative Investment Funds ("AIFs") At 31 March 2026, 3i Investments plc as
AIFM, managed five AIFs. These were 3i Group plc, 3i Growth Capital B LP, 3i
Growth Capital C LP, 3i Managed Infrastructure Acquisitions LP and 3i
Infrastructure plc.

 

Alternative Investment Fund Manager ("AIFM") is the regulated manager of AIFs.
Within 3i, these are 3i Investments plc.

 

Approved Investment Trust Company This is a particular UK tax status
maintained by 3i Group plc, the parent company of 3i Group. An approved
Investment Trust company is a UK company which meets certain conditions set
out in the UK tax rules which include a requirement for the company to
undertake portfolio investment activity that aims to spread investment risk
and for the company's shares to be listed on an approved exchange. The
"approved" status for an investment trust must be agreed by the UK tax
authorities and its benefit is that certain profits of the company,
principally its capital profits, are not taxable in the UK.

 

Assets under management ("AUM") A measure of the total assets that 3i has to
invest or manages on behalf of shareholders and third-party investors for
which it receives a fee. AUM is measured at fair value. In the absence of a
third-party fund in Private Equity, it is not a measure of fee generating
capability.

 

Board The Board of Directors of the Company.

 

CAGR is the compound annual growth rate.

 

Capital redemption reserve is established in respect of the redemption of the
Company's ordinary shares.

 

Capital reserve recognises all profits and losses that are capital in nature
or have been allocated to capital. Following changes to the Companies Act, the
Company amended its Articles of Association at the 2012 Annual General Meeting
to allow these profits to be distributable by way of a dividend.

 

Carried interest payable is accrued on the realised and unrealised profits
generated taking relevant performance hurdles into consideration, assuming all
investments were realised at the prevailing book value. Carried interest is
only actually paid when the relevant performance hurdles are met and the
accrual is discounted to reflect expected payment periods.

 

Carried interest receivable The Group earns a share of profits from funds
which it manages on behalf of third parties. These profits are earned when the
funds meet certain performance conditions and are paid by the fund once these
conditions have been met on a cash basis. The carried interest receivable may
be subject to clawback provisions if the performance of the fund deteriorates
following carried interest being paid.

 

CDMO stands for a contract development and manufacturing organisation.

 

Company 3i Group plc.

 

DACH The region covering Austria, Germany and Switzerland.

 

DCF Discounted cash flow.

 

Discounting The reduction in present value at a given date of a future cash
transaction at an assumed rate, using a discount factor reflecting the time
value of money.

 

EBITDA is defined as earnings before interest, taxation, depreciation and
amortisation and is used as the typical measure of portfolio company
performance.

 

EBITDA multiple Calculated as the enterprise value over EBITDA, it is used to
determine the value of a company.

 

Executive Committee The Executive Committee is responsible for the day-to-day
running of the Group.

 

Fair value movements on investment entity subsidiaries The movement in the
carrying value of Group subsidiaries, classified as investment entities under
IFRS 10, between the start and end of the accounting period converted into
sterling using the exchange rates at the date of the movement.

Fair value through profit or loss ("FVTPL") is an IFRS measurement basis
permitted for assets and liabilities which meet certain criteria. Gains and
losses on assets and liabilities measured as FVTPL are recognised directly in
the Statement of comprehensive income.

 

Fee income (or Fees receivable) is earned for providing services to 3i's
portfolio companies and predominantly falls into one of two categories.
Negotiation and other transaction fees are earned for providing transaction
related services. Monitoring and other ongoing service fees are earned for
providing a range of services over a period of time.

 

Fees receivable from external funds are earned for providing management and
advisory services to a variety of fund partnerships and other entities. Fees
are typically calculated as a percentage of the cost or value of the assets
managed during the year and are paid quarterly, based on the assets under
management to date.

 

Foreign exchange on investments arises on investments made in currencies that
are different from the functional currency of the Company. Investments are
translated at the exchange rate ruling at the date of the transaction. At each
subsequent reporting date investments are translated to sterling at the
exchange rate ruling at that date.

 

Gross investment return ("GIR") includes profit and loss on realisations,
increases and decreases in the value of the investments we hold at the end of
a period, any income received from the investments such as interest, dividends
and fee income, movements in the fair value of derivatives and foreign
exchange movements. GIR is measured as a percentage of the opening portfolio
value.

 

Interest income from investment portfolio is recognised as it accrues. When
the fair value of an investment is assessed to be below the principal value of
a loan, the Group recognises a provision against any interest accrued from the
date of the assessment going forward until the investment is assessed to have
recovered in value.

 

International Financial Reporting Standards ("IFRS") are accounting standards
issued by the International Accounting Standards Board ("IASB"). The Group's
consolidated financial statements are prepared in accordance with UK adopted
international accounting standards.

 

Investment basis Accounts prepared assuming that IFRS 10 had not been
introduced. Under this basis, we fair value portfolio companies at the level
we believe provides useful comprehensive financial information. The commentary
in the Strategic report refers to this basis as we believe it provides a more
understandable view of our performance.

 

IRR Internal Rate of Return.

 

Key Performance Indicator ("KPI") is a measure by reference to which the
development, performance or position of the Group can be measured effectively.

 

Like-for-like compare financial results in one period with those for the
previous period.

 

Liquidity includes cash and cash equivalents (as per the Investment basis
Consolidated cash flow statement) and undrawn RCF.

 

Money multiple is calculated as the cumulative distributions plus any residual
value divided by paid-in capital.

 

Net asset value ("NAV") is a measure of the fair value of our proprietary
investments and the net costs of operating the business.

 

Operating cash profit is the difference between our cash income (consisting of
portfolio interest received, portfolio dividends received, portfolio fees
received and fees received from external funds as per the Investment basis
Consolidated cash flow statement) and our operating expenses and lease
payments (as per the Investment basis Consolidated cash flow statement).

 

Operating profit includes gross investment return, management fee income
generated from managing external funds, the costs of running our business, net
interest payable, exchange movements, other income, carried interest and tax.

 

Organic growth is the growth a company achieves by increasing output and
enhancing sales internally.

Performance fee 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 effect is the level of risk based on the diversity of the investment
portfolio

 

Portfolio income is that which is directly related to the return from
individual investments. It is comprised of dividend income, income from loans
and receivables and fee income.

 

Proprietary Capital is shareholders' capital which is available to invest to
generate profits.

 

Public Private Partnership ("PPP") is a government service or private business
venture which is funded and operated through a partnership of government and
one or more private sector companies.

 

Realised profits or losses over value on the disposal of investments is the
difference between the fair value of the

consideration received, less any directly attributable costs, on the sale of
equity and the repayment of loans and receivables and its carrying value at
the start of the accounting period, converted into sterling using the exchange
rates at the date of disposal.

 

Revenue reserve recognises all profits and losses that are revenue in nature
or have been allocated to revenue.

 

Revolving Credit Facility ("RCF") The Group has access to a credit line which
allows us to access funds when required to improve our liquidity.

 

Run-rate is a financial performance metric, which captures the future
predicted growth of a portfolio company's financial performance.

 

Segmental reporting Operating segments are reported in a manner consistent
with the internal reporting provided to the Chief Executive who is considered
to be the Group's chief operating decision maker. All transactions between
business segments are conducted on an arm's length basis, with intrasegment
revenue and costs being eliminated on consolidation. Income and expenses
directly associated with each segment are included in determining business
segment performance.

 

Share-based payment reserve is a reserve to recognise those amounts in
retained earnings in respect of share-based payments.

 

SORP means the Statement of Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts.

 

Syndication is the sale of part of our investment in a portfolio company to a
third party, usually within 12 months of our initial investment and for the
purposes of facilitating investment by a co-investor or portfolio company
management in line with our original investment plan. A syndication is treated
as a negative investment rather than a realisation.

 

Total return comprises operating profit less tax charge less movement in
actuarial valuation of the historic defined benefit pension scheme.

 

Total Shareholder Return ("TSR") is the measure of the overall return to
shareholders and includes the movement in the share price and any dividends
paid, assuming that all dividends are reinvested on their ex-dividend date.

 

Translation reserve comprises all exchange differences arising from the
translation of the financial statements of international operations.

 

Unrealised profits or losses on the revaluation of investments is the movement
in the carrying value of investments between the start and end of the
accounting period converted into sterling using the exchange rates at the date
of the movement.

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.   END  FR EANSDFLXKEFA



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