REG - Bridgepoint Group - Final Results
Yesterday 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260312:nRSL3677Wa&default-theme=true
RNS Number : 3677W Bridgepoint Group plc 12 March 2026
Bridgepoint Group plc
(the "Group" or the "Company")
Bridgepoint reports strong financial performance in 2025 ahead of expectations
€7.8 billion of capital deployed and €8.1 billion returned to fund
investors in 2025
with good momentum for 2026 and beyond
Fundraising on track to deliver €24 billion of commitments by year end
Bridgepoint Group plc today announces preliminary results for the 12 months to
31 December 2025.
The Group delivered 13.0% growth in underlying management fees and other
income (excluding catch up fees) and 9.5% growth in performance related
earnings ("PRE") leading to an EBITDA margin of 52.6%. The return of €8.1
billion of capital to fund investors combined with continued strong fund
performance has driven progress in fundraising which underpins confidence in
delivering the fundraising target of €24 billion by the end of 2026.
Summary highlights:
Performance versus 12 months ended 31 December 2024 (unless otherwise stated,
all 2024 figures are pro forma and include ECP as if the transaction had
completed on 1 January 2024):
• Assets under management ("AUM") increased by 24.5% to $94.1 billion
at 31 December 2025 (31 December 2024: $75.6 billion);
• Fee paying AUM increased by 0.3% to €38.8 billion from €38.7
billion at 31 December 2024. This will step up in 2026 with ECP VI completing
its fundraising, BE VIII becoming fee paying and with further deployment in
our credit strategies;
• Underlying management fee income of £427.7 million, or £422.0
million excluding catch-up fees of £5.7 million (FY 2024: £404.0 million or
£373.6 million excluding catch-up fees of £30.4 million), an increase of
13.0% excluding catch-up fees in both periods;
• Fee related earnings ("FRE") grew by 20.7% excluding catch-up fees
to £150.7 million (2024: £124.9 million);
• PRE grew by 9.5% to £151.6 million (FY 2024: £138.5 million);
• Underlying EBITDA of £304.8 million (FY 2024: £292.0 million) with
an EBITDA margin of 52.6%;
• Reported profit before tax in FY 2025 of £85.7 million (FY 2024:
£80.7 million including ECP from the date of closing);
• €8.1 billion was returned to fund investors in FY 2025, exceeding
the €5.5 billion drawn during the year; and
• €14 billion raised towards the fundraising target of €24 billion
by the end of 2026.
Raoul Hughes, Chief Executive said:
"Bridgepoint posted an impressive performance in 2025 with funds across our
platform continuing to deliver for the world's top institutional investors.
Combined with the investment we have made in our sales team over recent years,
this resulted in a further acceleration in interest and commitments from fund
investors, with AUM growing by some 24.5% in US dollar terms. This underpins
our confidence in delivering our fundraising target of €24 billion by the
end of 2026.
"This performance also fed through to our financials with strong growth in
both management fees and performance fees. Consistent with our historical
track record, 2025 was an impressive year for both capital deployment and
returns with €7.8 billion deployed and €8.1 billion returned to fund
investors.
"We continued to make strategic progress, including entering the fast-growing
secondaries market with the addition of Newbury Bridgepoint. We look forward
to working with them to scale that exciting new strategy.
"Looking ahead, we are making excellent progress in fundraising and there is a
good transaction pipeline in place for 2026 and beyond. The Middle East
represents 9% of our total AUM and we have continued to close new capital
commitments from the region into our current fundraisings. Whilst there will
inevitably be some secondary impacts relating to current events, particularly
in respect of the price of energy and corresponding inflationary pressures, I
believe we're as well positioned as we could be. The medium-term growth
prospects for private markets are exciting and we are confident in the Group's
long-term strategic opportunity."
Financial performance
• Fee paying AUM increased by 0.3% to €38.8 billion from €38.7
billion at 31 December 2024 as asset realisations and FX impacts largely
offset new fee earning commitments. Fee paying AUM will step up in 2026 with
ECP VI completing its fundraising, BE VIII becoming fee paying and further
deployment in our credit strategies;
• Underlying management fee income increased by 5.9% to £427.7
million (FY 2024: £404.0 million) and increased by 13.0% excluding the
recognition of catch-up fees in both periods;
• Expenses (excluding exceptional expenses and adjusted items)
("Underlying Expenses") were £271.3 million (FY 2024: £248.7 million) as we
continued to invest for growth;
• In the year before the main management fee impact of flagship
fundraisings, FRE increased to £156.4 million or £150.7 million excluding
catch-up fees (FY 2024: £155.3 million or £124.9 million excluding catch-up
fees), an increase of 20.7% and an FRE margin of 35.7% (FY 2024: 33.4%)
excluding catch-up fees in both years;
• PRE of £151.6 million for the year (FY 2024: £138.5 million),
representing 26.2% of total income;
• Underlying EBITDA of £304.8 million or £299.1 million excluding
catch-up fees (FY 2024: £292.0 million or £261.6 million excluding catch-up
fees); and
• Underlying profit before tax of £248.3 million (FY 2024: £237.5
million), resulting in underlying basic EPS of 26.5p (FY 2024: 19.5p).
Fundraising
• ECP VI had closed commitments of $3.7 billion at year end,
delivering strong progress against the $5.0 billion cover number;
• BDL IV had closed commitments of €4.2 billion at year end,
exceeding its cover number of €4.0 billion;
• BCO V started fundraising in H2 2025, first close expected mid-2026
with fundraising to continue into 2027;
• CLO X priced at €403 million in February 2026 with CLO XI in
warehouse; and
• BE VIII first close expected in Q2 2026.
Deployment
• €7.8 billion of capital deployed in 2025 (2024: €10.0 billion);
and
• Good deployment pace in FY 2025 and early 2026; fund commitments
currently at BE VII 87%, ECP V 85%, ECP VI 5%, BDC V 45%; and BDL IV 29%.
Note: private equity and infrastructure deployment calculated as a percentage
of primary capital and includes deals signed but not completed.
Exits
• Sale of Calpine closed in January 2026 with two thirds of proceeds
received in form of Constellation Energy Corporation ("CEG") shares subject to
a lock-up expiring end June 2026 for 50% and end June 2027 for 50%;
• Other exits in infrastructure included a partial exit from
ProEnergy, the first exit from the 2022 vintage ECP V, and most recently the
announcement of the sale of Cornerstone just months after the acquisition
closed in August 2025;
• Private equity exits in 2025 included Kereis, a European
multi-channel insurance brokerage; Vermaat, a Netherlands-based premium
catering and hospitality services provider; and Evac, a global provider of
cleantech solutions for marine and land-based applications, which is expected
to close later this year;
• Total capital returned to fund investors of €8.1 billion across
infrastructure, private equity and credit which exceeded the €5.5 billion of
commitments drawn during the year; and
• Outlook for portfolio company exits remains positive with multiple
exits planned for 2026 and beyond.
Reported financial performance (including ECP from date of closing in FY 2024)
• Management and other fees of £416.0 million (FY 2024: £329.2
million);
• EBITDA of £242.7 million (FY 2024: £146.2 million);
• Profit before tax of £85.7 million (FY 2024: £80.7 million);
• Profit after tax of £56.7 million (FY 2024: £69.1 million); and
• Basic EPS of 5.0 pence per share (FY 2024: 8.0 pence per share).
Note: for details of Underlying Expenses in reported financial performance see
the 'Reconciliation of pro forma underlying income statement to IFRS income
statement' table below.
Dividend
• Final dividend of 4.7 pence per share to be paid in May 2026,
subject to shareholder approval.
Guidance
Fundraising
Current and future activity
• BE VIII expected to become fee paying in mid-2026;
• BDL IV has exceeded cover number of €4 billion, deploying since Q1
2025;
• BCO V commenced fundraising in H2 2025, first close expected
mid-2026 with fundraising to continue into 2027;
• Intention to close two CLOs per year;
• ECP VI became fee paying in May 2025 and has raised $3.7 billion to
date, with further closes expected in 2026; and
• Further co-investment, continuation fund and SMA opportunities.
M&A
• Newbury secondaries closed on 6 February 2026. Expected to break
even in first two years.
Management fees
• Consistent 13-16% management fee growth.
Expenses
• Continue to expect high single digit growth.
PRE
• Expected to be 20-25% of total income in 2026 and 2027, profile
subject to timing of further recognition of BE VI carry and sale of CEG
shares.
EBITDA margin
• Expected to be 55-60% in 2026/27.
Presentation and Q&A
Management will hold a webcast to answer questions from analysts and investors
at 8:30 a.m. UK time on Thursday, 12 March 2026
Join via weblink:
Bridgepoint Group plc 2025 Full Year Results | SparkLiv
(https://sparklive.lseg.com/BRIDGEPOINTGROUP/events/1382d963-a38f-4adc-9768-95ffa3ecc135/bridgepoint-group-plc-2025-full-year-results)
e | LSE
(https://sparklive.lseg.com/BRIDGEPOINTGROUP/events/1382d963-a38f-4adc-9768-95ffa3ecc135/bridgepoint-group-plc-2025-full-year-results)
G
(https://sparklive.lseg.com/BRIDGEPOINTGROUP/events/1382d963-a38f-4adc-9768-95ffa3ecc135/bridgepoint-group-plc-2025-full-year-results)
(https://sparklive.lseg.com/BRIDGEPOINTGROUP/events/1382d963-a38f-4adc-9768-95ffa3ecc135/bridgepoint-group-plc-2025-full-year-results)
Register for conference call:
Registration | Bridgepoint Group plc 2025 Full Year Results
(https://bridgepoint-group-plc-2025-interim-results-mar26.open-exchange.net/registration)
The slides from this presentation will be available on the Company's website:
Financial Information - Bridgepoint
(https://www.bridgepointgroup.com/shareholders/financial-information)
FINAL DIVIDEND PAYMENT TIMETABLE
The timetable for the payment of the final dividend of 4.7 pence per share
announced today is as follows:
Ex-dividend date: 23 April 2026
Record date: 24 April 2026
Payment date: 21 May 2026
SHARE BUYBACK PROGRAMME EXTENSION
On 2 June 2025 Bridgepoint announced a share buyback programme of up to £50
million (the "Buyback Programme"). The Buyback Programme has now been extended
and is expected to complete on or before 31 May 2027. The parameters of the
Buyback Programme remain as set out in the announcement of 2 June 2025, save
that shares purchased pursuant to the buyback programme shall either be
cancelled or held in treasury. The number of ordinary shares to be purchased
under the Buyback Programme and those already purchased since the Company's
annual general meeting held on 15 May 2025 (the "2025 AGM") will not exceed
82,393,098 ordinary shares and is therefore within the 2025 AGM approved
limit. The authority granted at the 2025 AGM expires at the earlier of the
close of business on 31 July 2026 and the conclusion of the 2026 annual
general meeting, and Bridgepoint intends to seek renewal of the authority to
buy back shares at the 2026 annual general meeting.
APPOINTMENT OF NEW AUDITOR
Following the conclusion of a formal tender process in 2025 and subject to
shareholder approval at the Company's annual general meeting on Tuesday, 12
May 2026, the Board proposes that KPMG LLP be appointed as the Group's
statutory auditor for the financial year ending 31 December 2026, to hold
office until the conclusion of the annual general meeting in 2027.
ENQUIRIES
Bridgepoint
Analysts and investors Media
Adam Key Christian Jones
adam.key@bridgepointgroup.com (mailto:adam.key@bridgepointgroup.com) christian.jones@bridgepointgroup.com
(mailto:christian.jones@bridgepointgroup.com)
+44 7833 748010 +44 20 7034 3500
FGS Global (Public Relations Adviser to Bridgepoint)
James Murgatroyd / +44 20 7251 3801 / +44 7768 254 911
Anjali Unnikrishnan / +44 20 7251 3801 / +44 7826 534 233
Bridgepoint-LON@fgsglobal.com (mailto:Bridgepoint-LON@fgsglobal.com)
Abbreviated income statement
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma* 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Underlying management and other fees 427.0 402.9 336.0 6.0% 27.1%
PRE 151.6 138.5 90.7 9.5% 67.1%
Other operating income 0.7 1.1 1.0 (36.4%) (30.0%)
Underlying total operating income 579.3 542.5 427.7 6.8% 35.4%
Total expenses (including investment linked bonus and expenses excluded from (387.2) (318.2) (281.9) 21.7% 37.4%
FRE)
Total expenses (excluding exceptional expenses and adjusted items) (274.5) (248.7) (212.4) 10.4% 29.2%
Reported EBITDA 242.7 224.7 146.2 8.0% 66.0%
Underlying EBITDA 304.8 292.0 213.5 4.4% 42.8%
FRE 156.4 155.3 124.6 0.7% 25.5%
Underlying depreciation and amortisation (16.6) (18.9) (16.8) (12.2%) (1.2%)
Underlying net finance and other (expense) (36.7) (23.3) (16.2) 57.5% 126.5%
Underlying profit before tax (excluding FX) 251.5 249.8 180.5 0.7% 39.3%
FX (loss) (3.2) (12.3) (12.3) (74.0%) (74.0%)
Underlying profit before tax 248.3 237.5 168.2 4.5% 47.6%
Profit before tax 85.7 150.0 80.7 (42.9%) 6.2%
Tax (29.0) (25.6) (11.6) 13.3% 150.0%
Profit after tax 56.7 124.4 69.1 (54.4%) (17.9%)
* The pro forma results assume that the acquisition of ECP completed on 1
January 2024
Consolidated balance sheet
Summarised consolidated statement of financial position (statutory basis) As at 31 December 2025 (Restated) Change (%)
As at 31 December 2024
£ million
Assets
Non-current assets 1,834.8 1,782.0 3.0%
Current assets 3,381.8 2,314.8 46.1%
Total Assets 5,216.6 4,096.8 27.3%
Liabilities
Non-current liabilities 3,560.1 2,495.6 42.7%
Current liabilities 468.5 408.1 14.8%
Total Liabilities 4,028.6 2,903.7 38.7%
Net Assets 1,188.0 1,193.1 (0.4%)
Equity
Share capital and premium 445.4 375.2 18.7%
Other reserves 65.7 51.1 28.6%
Retained earnings 484.2 558.7 (13.3%)
Non-controlling interests 192.7 208.1 (7.4%)
Total Equity 1,188.0 1,193.1 (0.4%)
Consolidated cash flows
Summarised consolidated cash flow statement (statutory basis) Year ended Year ended Change
£ million 31 December 2025 31 December 2024 (%)
Net cash flows from operating activities 135.9 10.8 1158.3%
Net cash flows from investing activities (618.5) (928.9) (33.4%)
Net cash flows from financing activities 651.6 776.1 (16.0%)
Net increase/(decrease) in cash and cash equivalents 169.0 (142.0) (219.0%)
Total cash and cash equivalents at beginning of the year 159.8 314.8 (49.2%)
Effect of exchange rate changes 6.1 (13.0) (146.9%)
Total cash and cash equivalents at the end of the year 334.9 159.8 109.6%
of which: cash and cash equivalents at the end of the year (for use within 193.5 90.8 113.1%
the Group)
of which: cash belonging to consolidated CLOs and structured fund vehicles 141.4 69.0 104.9%
attributable to third-party investors (restricted use)
Total cash at the end of the year 334.9 159.8 109.6%
Financial summary
Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma* 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Total AUM ($bn) 94.1 N/A 75.6 N/A 24.5%
Total AUM (€bn) 80.3 N/A 73.0 N/A 10.0%
Fee Paying AUM (€bn) 38.8 N/A 38.7 N/A 0.3%
Fee Paying AUM ($bn) 45.5 N/A 40.1 N/A 13.5%
Management fee margin on Fee Paying AUM (%) 1.18% 1.17% 1.17% 0.01ppt 0.01ppt
Underlying management and other income (£m) 427.7 404.0 337.0 5.9% 26.9%
Underlying total operating income (£m) 579.3 542.5 427.7 6.8% 35.4%
Total expenses (excluding exceptional expenses, adjusted items and personnel (271.3) (248.7) (212.4) 9.1% 27.7%
expenses excluded from FRE) (£m)
Underlying EBITDA (£m) 304.8 292.0 213.5 4.4% 42.8%
Underlying EBITDA margin (%) 52.6% 53.8% 49.9% (1.20)ppt 2.70ppt
FRE (£m) 156.4 155.3 124.6 0.7% 25.5%
FRE margin (%) 36.6% 38.4% 37.0% (1.80)ppt (0.40)ppt
FRE margin (excluding catch-up fees) (%) 35.7% 33.4% 32.5% 2.30ppt 3.20ppt
PRE (£m) 151.6 138.5 90.7 9.5% 67.1%
Underlying profit before tax (excluding FX) (£m) 251.5 249.8 180.5 0.7% 39.3%
Underlying profit before tax (£m) 248.3 237.5 168.2 4.5% 47.6%
Profit before tax (£m) 85.7 150.0 80.7 (42.9%) 6.2%
Underlying profit after tax (£m) 219.3 211.9 156.6 3.5% 40.0%
Profit after tax (£m) 56.7 124.4 69.1 (54.4%) (17.9%)
Basic EPS (pence) 5.0 15.1 8.0 (66.9%) (37.5%)
Diluted EPS (pence)(1) 4.9 12.2 7.9 (59.8%) (38.0%)
Underlying basic EPS (pence) 26.5 25.7 19.5 3.1% 35.9%
Underlying diluted EPS (pence)(1) 25.7 20.6 19.0 24.8% 35.3%
* The pro forma results assume that the acquisition of ECP completed on 1
January 2024.
1. 2024 comparative information is restated, further details are included in note
13 of the consolidated financial statements.
Reconciliation of pro forma underlying income statement to IFRS income
statement
£ million Exceptionals and adjusted items IFRS year ended
Underlying year ended 31 December 2025
31 December 2025
Management and other fees 427.0 (11.0) 416.0
PRE, consisting of: 151.6 48.1 199.7
Carried interest 60.0 - 60.0
Fair value remeasurement of investments (excluding investment-linked 105.1 48.1 153.2
bonuses)
Investment-linked bonuses (13.5) - (13.5)
Other operating income 0.7 - 0.7
Total operating income (including investment-linked bonuses) 579.3 37.1 616.4
Personnel expenses (excluding investment linked bonus and expenses excluded (203.4) (82.1) (285.5)
from FRE*)
Other operating expenses (67.9) (17.1) (85.0)
Personnel expenses excluded from FRE* (3.2) - (3.2)
EBITDA 304.8 (62.1) 242.7
EBITDA margin (%) 52.6% N/A 39.4%
FRE 156.4 (110.2) 46.2
FRE margin (%) 36.6% N/A 11.1%
Depreciation and amortisation (16.6) (48.3) (64.9)
Net finance and other (expense) (36.7) (51.7) (88.4)
FX (loss) (3.2) (0.5) (3.7)
Profit before tax 248.3 (162.6) 85.7
Tax (29.0) - (29.0)
Profit after tax 219.3 (162.6) 56.7
* Other excluded personnel expenses include expenses relating to
corporate development activities. They are excluded from FRE but are added
back to EBITDA. Further details are set out in the Supplementary information:
Non-statutory consolidated cash flow statement, excluding cash flows relating
to consolidated CLOs and structured fund vehicles attributable to third-party
investors to the end of alternative performance measures (APMs).
Chief Executive statement
Raoul Hughes
The Group delivered on key financial and strategic objectives in 2025 despite
continuing geopolitical and economic volatility. Notably, our investment and
fundraising teams continued to deliver tremendous results across the Group.
AUM grew to $94.1 billion, up from $75.6 billion in 2024, and now stands at
2.9x the level of five years ago. Successful fundraising across all three
flagship funds underpins our confidence in achieving the €24 billion
fundraising target we set in March 2025.
This contributed to strong financial performance in 2025 which exceeded
expectations. Underlying management and other income increased to £427.7
million in 2025, up from £404.0 million in 2024, driven by the growth in fee
paying AUM. Underlying EBITDA increased by 4.4% to £304.8 million, reflecting
strong contributions from all three strategies, underscoring the strength
of the core business.
The middle market - where we are a global leader - became newly fashionable in
2025 as it continued to prove itself as a highly attractive place to invest
across asset classes. Its resilience through cycles, combined with the Group's
track record, local knowledge and deep sector expertise, enabled capital
deployment to continue in line with our historical pace, capitalising on often
off-market opportunities and navigating broader economic headwinds.
The Group's funds invest in the middle market on behalf of world-leading
institutional investors and this is a source of great pride for me and
colleagues across the Group.
Investment performance remains critical to delivering on our promises to our
fund investors and I am pleased that our funds continued to perform, with
investment activity in infrastructure a particular highlight for me. As a
result of successful exits we returned €8.1 billion of capital to fund
investors.
This performance underpinned our fundraising and, following good progress
across BDL IV, ECP VI and BE VIII, €14 billion has now been raised in this
fundraising cycle towards the target of €24 billion by the end of 2026.
Strong fundraising progress across flagship funds and launch of first wealth
product
At year end, BDL IV had closed €4.2 billion of commitments and BCO V had
started fundraising with a first close expected in mid-2026. In our syndicated
debt strategy, having repriced CLOs IV and V in January and June, we
successfully repriced CLO VI in November and priced two new issues, of CLO
VIII and CLO IX, in March and September. This brought total AUM in our
syndicated debt strategy to over €2 billion of notes issued during the year.
CLO X priced last month, raising a further €403 million.
We made excellent further progress with ECP's next flagship fund against the
backdrop of continued high investor demand for exposure to the growth in US
electricity consumption, a widely acknowledged sweet spot for investment in
North America. ECP VI became fee paying in May, made its first investment in
November 2025 and to date has closed $3.7 billion of commitments compared to
its cover number of $5.0 billion and a hard cap of $7.5 billion.
In addition to renewed interest in the middle market, the volatile
macroeconomic and geopolitical backdrop in 2025 resulted in a renewed
appreciation among fund investors of the benefits of maintaining
geographically diversified exposures, which boosted the allocation of capital
to European funds. BE VIII launched after the summer break with a cover number
of €7.5 billion and is expected to hold a formal first close in Q2 2026.
With European credit, European private equity and US value- added energy
infrastructure currently in vogue with fund investors, we expect to close
fundraising for our flagship infrastructure and direct lending funds in the
second half of 2026 and continue fundraising for BE VIII into 2027.
Over the last five years our client services team has more than doubled in
number and the number of offices with client services presence has increased
from 3 in Europe to 11 globally. We are beginning to see the benefit of this
investment in sales coverage, not just in increasing the number of meetings
held with investors but in converting those meetings too, with a significant
increase in both the number of new investors to the platform and the number of
existing investors coming into a new strategy. This has been an important
factor in the success of our current fundraising with the percentage of fund
investors who are new to the relevant flagship fund running at 37% in ECP VI,
55% in BDL IV and 33% so far in BE VIII.
Bridgepoint Generations
Expanding into the private wealth channel, to complement our core
institutional investor base, is a natural evolution that, over time, is
expected to help strengthen and diversify the Group's sources of capital.
Bridgepoint Generations is one of the first globally diversified, middle
market, direct private equity offerings delivered in the evergreen fund
format. It is a Luxembourg-domiciled open-ended fund investing alongside
Bridgepoint and ECP's private equity and infrastructure strategies and offers
institutional-grade exposure to a diversified portfolio of private equity and
infrastructure assets.
Consistent capital deployment and good returns across investment strategies
More than €7.8 billion of capital was deployed across Group funds in 2025
and the Group distributed over €8 billion to fund investors for the second
year running. Against the backdrop of robust transaction volumes in the
market, there is good near-term visibility on several further exits for 2026,
with the majority expected to close in the second half. The Group continued to
enjoy good fund performance across strategies, underscoring the value of its
disciplined investment approach and ability to navigate challenging markets.
Private equity
In 2025, 13 platform investments were made in private equity strategies,
deploying €3.4 billion. BE VII is now 87% deployed after three and a half
years across 17 investments with a four-year investment period expected before
transition to BE VIII in mid-2026. Recent investments included Interpath, a
leading UK-headquartered Office of the CFO advisory platform which is expected
to close later in the year, HBC, a leading independent SME+ insurance
distribution platform in the DACH region and myDentist, the UK's leading
provider of affordable dentistry.
BDC V also had a strong year with five acquisitions, including ht.digital, a
London-headquartered provider of digital asset assurance and technology
solutions, and Comrod, a Norwegian provider of advanced tactical radio
communications and power solutions, which is expected to close later in the
year. This took total commitments to 45% of primary capital.
Key exits in 2025 included Kereis, a European multi-channel insurance
brokerage; Vermaat, a Netherlands-based premium catering and hospitality
services provider; and Evac, a global provider of cleantech solutions for
marine and land-based applications, which is expected to close later in the
year. Overall, exits returned €3.6 billion of capital to fund investors in
the Group's private equity strategies.
Infrastructure
We continued to make excellent progress in infrastructure, with ECP V now 85%
deployed and ECP VI 5% deployed, having started to charge fees from May 2025.
In 2025 we announced four platform acquisitions in power generation and
renewables, deploying €1.6 billion.
In July we announced the development of a new 190 MW hyperscale data centre
campus in Bosque County, Texas, marking the inaugural investment through our
strategic partnership with KKR to support AI infrastructure growth in the
United States.
Exit activity has been nothing short of extraordinary, with key exits
announced in 2025 including Calpine, which at $33 billion(1) of enterprise
value on closing in January 2026 was the largest and most profitable exit to
date in the global private equity universe, the partial exit from ProEnergy,
the first exit from the 2022 vintage ECP V, and most recently the announcement
of the sale of Cornerstone just months after the acquisition closed in August
2025.
Together they demonstrate our ability to capitalise on decarbonisation trends
and energy security initiatives, driving compelling returns for investors,
with both ECP IV and ECP V now comfortably ranked in the top quartile for DPI,
an increasingly important differentiator in the current market. In total,
exits returned €1.9 billion of capital to fund investors in the Group's
infrastructure strategy.
1. Calpine enterprise value calculated using CEG share price of $338.63 at
closing on 7 January 2026.
Credit
The credit team has continued to achieve the performance, resilience and value
that our credit strategies are known for, deploying €2.8 billion during the
year, while fundraising has benefitted from increased investor appetite for
European direct lending strategies.
BDL committed €2.2 billion across 24 investments, including 15 new platform
deals and nine add-ons. In the process, BDL III was fully invested and BDL IV
started lending and is already 29% deployed across 13 transactions. The focus
for the portfolio continues to be on high-margin companies in resilient
sectors. Fund performance remained strong with BDL II's DPI at 0.8x, and net
IRRs for BDL II and III in high single digits. Fundraising for BDL IV was a
major focus and the €4 billion cover number for the vintage was exceeded
with €4.2 billion of commitments closed by year end.
2025 was a transitional year for the Credit Opportunities strategy, as we
continued investing BCO IV and launched fundraising for our latest fund, BCO
V, with a cover number of €1 billion. BCO IV's performance remains robust,
with the fund having fully realised 24 investments.
Our syndicated debt strategy priced five transactions in 2025, with the most
recent, the reset of CLO VI in November, reducing average liability costs by
30 bps (from ~230 bps to ~200 bps), with strong participation from existing
investors. The relative outperformance of Bridgepoint CLOs versus our European
peers continued, with our performance benchmarked in the top quartile. We were
recently ranked by CLO Research to be second out of 65 managers in Europe
based on relative equity performance since inception. Overall, exits returned
€2.6 billion of capital to fund investors in the Group's credit strategies.
Well positioned for long-term market trends
While Europe saw subdued growth and inflation pressure through the year, the
Group's track record of performing well across cycles and our differentiated
middle market positioning meant we continued to drive returns through focused
asset selection and differentiated origination depth regardless of the
broader macroeconomic environment. Our global footprint, diversified
investment strategies, and disciplined approach to capital allocation provide
resilience in shifting market conditions.
Sectors such as agriscience and energy transition continue to experience
significant tailwinds, presenting exciting opportunities for future growth.
Additionally, the Group's focus on structural trends, including market
consolidation, the evolution of scalable platforms, and the increasing role of
private capital in financing resilient business models, reinforces our
ability to generate long-term value.
The Group's well-established presence in North America, its significant
European private equity exposure, and track record of far outpacing European
GDP through strategic investments underpin its ability to navigate complex
markets. Furthermore, stringent asset selection in credit ensures a balanced
risk-reward profile, particularly in defensive industries.
Continued growth both organically and inorganically
At the Capital Markets Day in October 2024 we set out the Group's long-term
strategic vision and an ambition to become the outright global leader in
middle market investing. There is a clear opportunity to continue to scale the
Group and we aim to achieve this through a combination of organic growth and
M&A. This strategy builds on the strength of the platform and positions us
well to capitalise on market consolidation and evolving investor needs.
Scaling and diversifying existing verticals
Growth and diversification of existing investment strategies will continue
through a combination of selectively expanding existing funds, organically
adding adjacent investment strategies, and targeted complementary M&A. The
synergies created by the ECP-Bridgepoint combination are already enhancing
organic growth, including through equity deal flow in the energy
transition space and enabling ECP to leverage an extensive European network,
as demonstrated by the acquisition of Grain LNG in partnership with Centrica
plc. These efforts reinforce the ability to deliver long-term value.
Platform-enhancing M&A
As I have consistently referred to in my shareholder communications, the
business aims to continue to grow through platform-enhancing acquisitions that
enable entry into new asset classes and geographies at scale, strengthen
market presence and increase the diversity of income streams. A disciplined
M&A strategy remains central to strengthening geographic reach, deepening
sector expertise, and expanding into new areas.
In December, we announced our entry into the secondaries market with the
addition of the team from Newbury. Founded in 2006, Newbury is a recognised
leader in secondaries and has raised over $6.5 billion of committed investor
capital across six dedicated funds, invested in over 700 underlying fund
interests on behalf of more than 250 limited partners worldwide and has
returned more than $5 billion in distributions since inception.
The team joined us in February 2026, expanding the Group's capabilities into
the attractive and fast-growing secondaries segment. In addition to adding an
experienced team and established client relationships, the transaction will
also bring nearly two decades of data from the secondaries market, adding a
new capability to the Group. I am very excited about our opportunities to use
the platform, which is to operate as Newbury Bridgepoint, to quickly grow our
new secondaries capabilities organically.
Team and culture
We recruit, retain, and develop great talent in what is a people business. Our
culture is inclusive and entrepreneurial and it is our culture which makes
people want to join and, more importantly, want to stay. It's what makes us
better partners to our clients, better owners of businesses, and better
colleagues to each other. It's what has kept the Group so special through
every stage of growth. I have therefore been delighted with the way in which
our evolving and growing team has embraced our culture and as a result, the
firm has become increasingly integrated. In October 2025, we hosted the first
firm-wide conference since ECP joined the Group, bringing together over 550
colleagues in London with a focus on culture and our plans for the future.
Looking ahead to 2026
Bridgepoint's diversified investment strategies and a healthy pipeline of
potential investments and exits, position the firm well to navigate the year
ahead with confidence. Amid ongoing industry consolidation, opportunities for
inorganic growth and expansion into new asset classes are being actively
explored, alongside continued scaling of Bridgepoint's current strategies and
broadening existing product offerings.
We are ambitious and confident in the Group's ability to deliver continued
growth and value creation.
I'd like to thank all colleagues working across our offices globally for their
dedication and hard work. It is thanks to them that the business is in such a
strong position today.
Raoul Hughes
Chief Executive
Financial review
CFO statement
The Group's financial performance in 2025 is ahead of expectations and
benefitted from positive momentum in fundraising, including fees from the
start of ECP VI, and continued valuation growth and exit momentum in our
funds.
Financial results, compared with prior year numbers that include ECP on a pro
forma basis
Management fees and FRE
Underlying management and other income increased by 5.9% to £427.7 million,
including fees relating to ECP VI which started in May, and fees from the
final closes of BDC V and BG II.
Growth in management fees, excluding the impact of catch-up fees recognised,
was £48.4 million or 13.0% (catch-up fees of £30.4 million in the year ended
31 December 2024, compared to £5.7 million in the year ended 31 December
2025).
The ECP VI fundraising, together with the start of fees on BE VIII, will
result in a meaningful increase in Fee Paying AUM, enhanced fee visibility and
a further step up in profitability following the conclusion of BE VIII
fundraising in 2027.
FRE of £156.4 million or £150.7 million excluding catch-up fees, represents
an increase of 20.7% excluding catch-up fees in both periods. This delivered a
margin of 36.6%, or 35.7% excluding catch-up fees, which compares to 38.4%
and 33.4% respectively in the prior period, benefitting from fundraising and
locks in margin for the medium term.
PRE
Fund performance is critical to our ability to raise new funds. Across our
strategies our funds continue to perform well. During 2025, PRE was driven by
valuation growth in BE VI and VII, ECP IV and V and the Calpine Continuation
Fund and exits such as Kereis, Vermaat, Calpine and Symmetry.
PRE delivered £151.6 million of income, representing 26.2% of total income
and included carried interest income from BE VI, which was recognised for the
first time.
The outlook for portfolio exits remains positive with multiple exits planned
for 2026. The sale of Calpine closed in January 2026, with two thirds of the
consideration being in shares, the timing of monetisation of which will impact
the level of earnings in 2026 and 2027.
Profitability and margins
Underlying EBITDA was £304.8 million, an increase of 4.4% compared to £292.0
million for the year ended 31 December 2024 due to higher FRE and PRE.
The underlying EBITDA margin was 52.6%. Margins are therefore moving towards
the EBITDA margin target we set out at our Capital Markets Day of between 55%
to 60% on the conclusion of the next fund cycles.
Underlying profit before tax (excluding FX) was £251.5 million, an increase
of 0.7% from 2024.
Reported profit before tax of £85.7 million and reported profit after tax of
£56.7 million compared to £80.7 million and £69.1 million respectively in
the year ended 31 December 2024.
AUM and fundraising
At 31 December 2025 the Group's AUM of $94.1 billion compared with $75.6
billion at 31 December 2024 (or $81.8 billion on a constant currency basis).
Fee Paying AUM grew by 13.5% to £45.5bn (€38.8 billion) compared to
31 December 2024. This includes the impact of capital raised for new private
equity and infrastructure funds, alongside capital deployed in credit and
positive FX movements, partially offset by the impact of divestments and funds
subject to a step down in fees.
Fund commitments raised in 2025 totalled €7.5 billion. We have now raised
€14 billion, and we are confident of delivering our target of €24 billion
by the end of the year. In 2026, fundraising is expected to continue for BE
VIII and BCO V, and to conclude for ECP VI and BDL IV.
Addition of the Newbury team
The addition of the team from Newbury, which completed in February 2026, adds
a business with strong scalability and operating leverage in the medium term,
but with limited EBITDA impact in the initial years.
Balance sheet, cash and financing
We are a balance sheet light business, with modest leverage.
At 31 December 2025 the Group had cash of £193.5 million (excluding cash
belonging to consolidated CLOs and other restricted cash), an increase of
£102.7 million, reflecting operating cash flows (excluding those belonging to
third-party CLOs and other investors) of £171.6 million and net cash received
from investments made in previous years.
The Group is supported by $614.0 million (£490.3 million, excluding
capitalised facility costs) of US private placement notes in issue, which have
an average maturity of 4.8 years. Net leverage represents 1.0x of 2025
underlying EBITDA. Additionally, the Group completed a renewal of the
revolving credit facility during March 2026, providing £400.0 million of
undrawn liquidity.
At the end of 2025 the Group held investments in funds of £743.5 million
(including the Group's exposure to CLO notes and excluding the interests of
third-party investors), and carried interest at a discounted value of £148.9
million, which together totals £1.1 billion, without the carried interest
discount.
The indicative total future value of PRE from existing funds up to 2030 is
£0.9 billion and an additional £1.1 billion expected from the next vintage
of funds. When taken together with investments already on the balance sheet,
this equates to over £3 billion of value to shareholders, providing the
opportunity for significant potential future profitability and conversion to
cash in the medium term.
Capital allocation and share liquidity
We allocate capital in order to support organic growth, invest in our funds,
undertake strategic M&A, pay dividends and generate capital returns.
Alongside our 2025 results, we have announced a final proposed dividend of 4.7
pence per share to be paid in May, in addition to the 4.7 pence per share paid
following the 2025 interim results.
Our previous share buyback programme expired in March 2025, which together
with the prior programme, repurchased shares with a total value of £71.3
million. In June 2025 we announced a renewed directed share buyback programme
of up to a further £50.0 million, which has now been extended and is expected
to complete on or before 31 May 2027. The buyback can be activated at times of
market dislocation when we feel that our share price does not reflect
underlying performance. During 2025, buybacks totalled £4.1 million and
represented a return of 0.4 pence per share.
At the IPO a staggered lock-up of up to five years was agreed with pre-IPO
management shareholders and, of the lock-ups remaining, 100 million shares
were released in 2025 and the final 167 million shares will be released in
2026. In addition, as shares related to the ECP transaction are issued,
lock-ups applying to these shares will expire between 2026 and 2029. In
November a group of shareholders sold 24.4 million shares in a placing,
increasing the free float. As lock-ups expire, and additional shares are sold,
the free float will further increase.
Overall
Our performance in 2025 is consistent with our full-year guidance and ahead of
expectations. Momentum for fundraising and exits is strong, positioning the
Group well to meet its financial objectives in 2026 and ultimately towards our
ambition to grow to around $200 billion of AUM within the next fund cycles.
Ruth Prior
Group Chief Financial Officer
Financial review
Financial summary
Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma* 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Total AUM ($bn) 94.1 N/A 75.6 N/A 24.5%
Total AUM (€bn) 80.3 N/A 73.0 N/A 10.0%
Fee Paying AUM (€bn) 38.8 N/A 38.7 N/A 0.3%
Fee Paying AUM ($bn) 45.5 N/A 40.1 N/A 13.5%
Management fee margin on Fee Paying AUM (%) 1.18% 1.17% 1.17% 0.01ppt 0.01ppt
Underlying management and other income (£m) 427.7 404.0 337.0 5.9% 26.9%
Underlying total operating income (£m) 579.3 542.5 427.7 6.8% 35.4%
Total expenses (excluding exceptional expenses, adjusted items and personnel (271.3) (248.7) (212.4) 9.1% 27.7%
expenses excluded from FRE) (£m)
Underlying EBITDA (£m) 304.8 292.0 213.5 4.4% 42.8%
Underlying EBITDA margin (%) 52.6% 53.8% 49.9% (1.20)ppt 2.70ppt
FRE (£m) 156.4 155.3 124.6 0.7% 25.5%
FRE margin (%) 36.6% 38.4% 37.0% (1.80)ppt (0.40)ppt
FRE margin (excluding catch-up fees) (%) 35.7% 33.4% 32.5% 2.30ppt 3.20ppt
PRE (£m) 151.6 138.5 90.7 9.5% 67.1%
Underlying profit before tax (excluding FX) (£m) 251.5 249.8 180.5 0.7% 39.3%
Underlying profit before tax (£m) 248.3 237.5 168.2 4.5% 47.6%
Profit before tax (£m) 85.7 150.0 80.7 (42.9%) 6.2%
Underlying profit after tax (£m) 219.3 211.9 156.6 3.5% 40.0%
Profit after tax (£m) 56.7 124.4 69.1 (54.4%) (17.9%)
Basic EPS (pence) 5.0 15.1 8.0 (66.9%) (37.5%)
Diluted EPS (pence)(1) 4.9 12.2 7.9 (59.8%) (38.0%)
Underlying basic EPS (pence) 26.5 25.7 19.5 3.1% 35.9%
Underlying diluted EPS (pence)(1) 25.7 20.6 19.0 24.8% 35.3%
* The pro forma results assume that the acquisition of ECP completed on 1
January 2024.
1. 2024 comparative information is restated, further details are included in note
13 of the consolidated financial statements.
The financial summary above and throughout the remainder of this section
includes two comparisons:
· the underlying results for the year ended 31 December 2025 have been
compared against the underlying results for the year ended 31 December 2024
with ECP results included from the completion date (20 August 2024) of the
acquisition to show the progression of the Group performance; and
· the underlying results for the year ended 31 December 2025 have been
compared against underlying results for the year ended 31 December 2024 on a
pro forma basis, including full-year financial performance of ECP as if the
acquisition had occurred on 1 January 2024, thereby providing a clearer
indication of the impact of ECP performance on the Group.
Total AUM development during the year
€ billion Private equity Credit Infrastructure Total
31 December 2024 31.0 13.8 28.2 73.0
Fundraising 0.3 3.4 3.8 7.5
Divestments (5.0) -0.8 (1.3) (7.1)
Revaluations 1.3 0.3 8.6 10.2
Foreign exchange movements - - (3.3) (3.3)
31 December 2025 27.6 16.7 36.0 80.3
Total AUM at 31 December 2025 was €80.3 billion ($94.1 billion) compared to
€73.0 billion ($75.6 billion) at the end of 2024. The increase is primarily
due to commitments raised to date for ECP VI (infrastructure) and final
commitments for BDC V and BG II (private equity), deployment of BDL III and
BCO IV (credit) and launch of CLO VIII and IX (credit), and the impact of
valuation growth of fund investments.
Fee Paying AUM development during the year
€ billion Private equity Credit Infrastructure Total
31 December 2024 19.3 8.8 10.6 38.7
Fundraising: fees on committed capital 0.3 - 3.4 3.7
Deployment of funds: fees on invested capital 0.3 3.0 0.3 3.6
Realisations (0.9) (1.3) (0.9) (3.1)
Step down (2.8) - - (2.8)
Foreign exchange movements - - (1.3) (1.3)
31 December 2025 16.2 10.5 12.1 38.8
Fee Paying AUM at 31 December 2025 was €38.8 billion ($45.5 billion)
compared to €38.7 billion ($40.1 billion) at the end of 2024, with the
increase due to commitments raised to date for ECP VI (infrastructure) and
final commitments for BDC V and BG II (private equity), an increase in
invested capital in our credit strategies and the launch of CLO VIII and IX,
which became fee paying during the period, offset by asset realisations.
Fundraising
Fund commitments raised in 2025 totalled €7.5 billion. We have now raised
€14 billion of our €24 billion target.
BDC V and BG II (both private equity) had final closes of €2.8 billion and
€0.3 billion in the first half of 2025. BE VIII launched with a cover
number of €7.5 billion and a formal first close is expected in Q2 2026,
before it becomes fee paying mid-year.
BDL IV and BCO V (both credit) continued fundraising during 2025. At year-end
BDL IV had raised €4.2 billion, which is in excess of its cover number of
€4 billion. BCO V has started fundraising, with first close expected in
mid-2026 and is expected to continue into 2027.
Fundraising for ECP VI (infrastructure) had raised $3.7 billion by the end of
2025, compared with a $5 billion cover number and hard cap of $7.5 billion,
with fundraising expected to conclude in 2026. The ECP Evergreen Yield fund is
expected to deploy $500 million from an anchor investor during the first half
of 2026, whilst continuing to raise other capital from other institutions.
Fundraising for the next Newbury Bridgepoint fund (secondaries) will commence
later this year.
Fund performance
Asset class Strategy Established Fund details Fund performance at 31 December 2025
Fund name Vintage Size Gross MOIC(3) DPI(1) Gross IRR
Private equity Bridgepoint Europe 1984 BE V 2015 €4.0bn 2.3x 1.5x 18.0%
BE VI 2019 €5.8bn 2.0x 0.8x 15.8%
BE VII 2022 €7.0bn 1.3x - 20.1%
Bridgepoint Development Capital 2009
BDC III 2016 £605m 4.7x 3.0x 40.6%
BDC IV 2021 £1.6bn 1.2x - 8.2%
Credit Direct Lending 2015 BDL I 2015 €530m 1.3x 1.2x 9.1%
BDL II(2) 2017 €2.3bn 1.3x 0.8x 8.9%
BDL III(2) 2021 €2.9bn 1.2x 0.2x 10.1%
Infra Flagship Funds 2005 ECP III 2014 $5.1bn 2.4x 1.4x 18.3%
ECP IV 2018 $3.3bn 2.1x 0.8x 22.4%
ECP V 2022 $4.4bn 2.3x 0.5x 55.4%
1. DPI is presented net of carry and expenses.
2. BDL II and BDL III are unlevered.
3. Gross MOIC in Direct Lending funds (credit) does not include the benefits of
recycling.
Abbreviated income statement
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma* 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Underlying management and other fees 427.0 402.9 336.0 6.0% 27.1%
PRE 151.6 138.5 90.7 9.5% 67.1%
Other operating income 0.7 1.1 1.0 (36.4%) (30.0%)
Underlying total operating income 579.3 542.5 427.7 6.8% 35.4%
Total expenses (including investment linked bonus and expenses excluded from (387.2) (318.2) (281.9) 21.7% 37.4%
FRE)
Total expenses (excluding exceptional expenses and adjusted items) (274.5) (248.7) (212.4) 10.4% 29.2%
Reported EBITDA 242.7 224.7 146.2 8.0% 66.0%
Underlying EBITDA 304.8 292.0 213.5 4.4% 42.8%
FRE 156.4 155.3 124.6 0.7% 25.5%
Underlying depreciation and amortisation (16.6) (18.9) (16.8) (12.2%) (1.2%)
Underlying net finance and other (expense) (36.7) (23.3) (16.2) 57.5% 126.5%
Underlying profit before tax (excluding FX) 251.5 249.8 180.5 0.7% 39.3%
FX (loss) (3.2) (12.3) (12.3) (74.0%) (74.0%)
Underlying profit before tax 248.3 237.5 168.2 4.5% 47.6%
Profit before tax 85.7 150.0 80.7 (42.9%) 6.2%
Tax (29.0) (25.6) (11.6) 13.3% 150.0%
Profit after tax 56.7 124.4 69.1 (54.4%) (17.9%)
* The pro forma results assume that the acquisition of ECP completed on 1
January 2024.
The Group's consolidated income statement has two key components:
1. income generated from management and other fees deriving from
long-term fund management contracts, which taken together with costs
(excluding exceptional expenses, and adjusted items such as costs excluded
from FRE and the costs associated with certain employee share schemes), form
FRE; and
2. variable income from investments in funds and carried interest, or
PRE. PRE together with FRE forms the EBITDA of the business.
Exceptional items are items of income or expense that are material by size
and/or nature and are not considered to be incurred in the normal course of
business. Exceptional items that are classified as "exceptional" within the
Group Consolidated Statement of Profit or Loss are disclosed separately to
give a clearer presentation of the Group's results. In the years ended
31 December 2025 and 2024 exceptional expenses within EBITDA predominantly
related to costs relating to the ECP transaction. Further explanation of these
items is included within note 9 of the financial statements.
Underlying profit before tax excludes exceptional items and other adjusted
items. Other adjusted items include:
1. Reinstatement of management fees relating to CLOs which are
consolidated by the Group, which are otherwise eliminated on consolidation and
form part of PRE.
2. Adjustments to PRE to exclude: (i) the impact of negative returns in
the early years of a fund due to management fee expenses based on the full
committed capital of the fund exceeding capital growth from deployed invested
capital (typically known as the 'J-curve' and which is considered
temporary); (ii) PRE attributable to third-party investors that invest in a
structured fund vehicle under IFRS that is consolidated by the Group due to
its level of variable returns, as its inclusion could distort the view of the
amount of PRE attributable to shareholders. Related finance costs payable to
the third-party investors are also excluded from finance expenses and
underlying profit before tax; (iii) PRE related to warehoused fund
investments which are expected to be syndicated to third-party investors; (iv)
the CLO management fees reinstated as part of underlying management fees, as
explained above; and (v) bonuses linked to investment activities.
3. Exclusion of costs relating to grants under certain employee share
schemes following the IPO which are not considered to be an alternative to
cash-based compensation. Costs relating to corporate development activities
and certain operating costs relating to the consolidated structured fund
vehicles attributable to third-party investors are also excluded.
4. Exclusion of the amortisation of intangible assets arising from the
acquisitions of EQT Credit and ECP, and removal of net finance income and
expenses attributable to third-party investors.
Further explanation of exceptional items is included within note 9 of the
financial statements.
Reconciliation of pro forma underlying income statement to IFRS income
statement
£ million Exceptionals and adjusted items IFRS year ended
Underlying year ended 31 December 2025
31 December 2025
Management and other fees 427.0 (11.0) 416.0
PRE, consisting of: 151.6 48.1 199.7
Carried interest 60.0 - 60.0
Fair value remeasurement of investments (excluding investment-linked 105.1 48.1 153.2
bonuses)
Investment-linked bonuses (13.5) - (13.5)
Other operating income 0.7 - 0.7
Total operating income (including investment-linked bonuses) 579.3 37.1 616.4
Personnel expenses (excluding investment linked bonus and expenses excluded (203.4) (82.1) (285.5)
from FRE*)
Other operating expenses (67.9) (17.1) (85.0)
Personnel expenses excluded from FRE* (3.2) - (3.2)
EBITDA 304.8 (62.1) 242.7
EBITDA margin (%) 52.6% N/A 39.4%
FRE 156.4 (110.2) 46.2
FRE margin (%) 36.6% N/A 11.1%
Depreciation and amortisation (16.6) (48.3) (64.9)
Net finance and other (expense) (36.7) (51.7) (88.4)
FX (loss) (3.2) (0.5) (3.7)
Profit before tax 248.3 (162.6) 85.7
Tax (29.0) - (29.0)
Profit after tax 219.3 (162.6) 56.7
* Other excluded personnel expenses include expenses relating to corporate
development activities. They are excluded from FRE but are added back to
EBITDA. Further details are set out in the Supplementary information:
Non-statutory consolidated cash flow statement, excluding cash flows relating
to consolidated CLOs and structured fund vehicles attributable to third-party
investors and alternative performance measures (APMa).
Underlying total operating income
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Underlying management and other fees 427.0 402.9 336.0 6.0% 27.1%
PRE 151.6 138.5 90.7 9.5% 67.1%
Other operating income 0.7 1.1 1.0 (36.4%) (30.0%)
Underlying total operating income 579.3 542.5 427.7 6.8% 35.4%
On a pro forma basis, including a full year of ECP in 2024, underlying total
operating income increased by £36.8 million to £579.3 million due to higher
management and other fees, which increased by £24.1 million to £427.0
million, an increase of 6.0%.
Underlying management and other fees of £427.0 million are attributable to
the reporting segments set out below.
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date) 25 vs. Pro forma 24 (%)
Private equity 241.3 238.8 238.8 1.0% 1.0%
Infrastructure 112.6 99.9 33.0 12.7% 241.2%
Credit 69.9 61.3 61.3 14.0% 14.0%
Central 3.2 2.9 2.9 10.3% 10.3%
Underlying management and other fees 427.0 402.9 336.0 6.0% 27.1%
Underlying management and other fees increased by 6% to £428 million,
including fees relating to ECP VI which started in May, the final closes of
BDC V and BG II and the growth of fee paying AUM in our credit business. These
increases are partially offset by declining fees on older funds which are in
their divestment phase, where fees are based upon the remaining invested
capital and reduce as investments are realised.
Underlying management and other fees of £427.0 million include catch-up fees
totalling £5.7 million in respect of BDC V (£0.5 million) and BG II (£5.2
million) (31 December 2024: BE VII (£22.2 million) and ECP V (£8.2
million).
PRE of £151.6 million relates to income from the Group's co-investment in
funds and share of carried interest and has increased by £13.1 million
relative to the comparable period in 2024, including ECP on a pro forma basis.
Performance in 2025 includes the contribution of BE VI and VII (private
equity), ECP IV and V and the Calpine Continuation Fund (infrastructure) due
to valuation growth and from exits such as Kereis, Vermaat, Calpine and
Symmetry.
Operating expenses
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Personnel expenses (excluding exceptional expenses and adjusted items (203.4) (184.9) (156.0) 10.0% 30.4%
including investment-linked bonus)
Other operating expenses (excluding exceptional expenses and adjusted items) (67.9) (63.8) (56.4) 6.4% 20.4%
Excluded personnel expenses, consisting of:
Personnel expenses - expenses excluded from FRE (16.7) (1.8) (1.8) 827.8% 827.8%
Personnel expenses - adjusted items (4.3) (5.9) (5.9) (27.1%) (27.1%)
Personnel expenses - exceptional expenses (77.8) (50.9) (50.9) 52.8% 52.8%
Total personnel expenses (IFRS basis) (302.2) (243.5) (208.7) 24.1% 44.8%
Excluded other operating expenses, consisting of:
Other operating expenses - exceptional expenses (8.9) (10.9) (10.9) (18.3%) (18.3%)
Other operating expenses - adjusted items (8.2) - - N/A N/A
Total other operating expenses (IFRS basis) (85.0) (74.7) (67.3) 13.8% 26.3%
Total expenses (387.2) (318.2) (276.0) 21.7% 40.3%
Personnel expenses (excluding exceptional expenses and adjusted items) of
£203.4 million increased by £18.5 million, due to the impact of higher FTEs
and inflationary impacts on pay.
Personnel expenses (excluding exceptional expenses and adjusted items) as a
percentage of underlying total operating income was 35.1% for the year ended
31 December 2025, compared to 36.5% for the year ended 31 December 2024. The
improvement in the ratio in 2024 was primarily due to an increase in
underlying total operating income.
In the year ended 31 December 2025 reported personnel costs of £302.2
million included £77.8 million of exceptional costs that primarily related to
the ECP transaction and EQT Credit transaction (2024: £50.9 million primarily
ECP-related). They also included £4.3 million of share-based payments (2024:
£5.9 million) and £16.7 million of expenses that do not form part of FRE
(2024: £1.8 million). Further details are contained within the Supplementary
information: alternative performance measures (APMs) section.
Other operating expenses (excluding exceptional expenses) of £67.9 million
increased by £4.1 million, driven primarily by expenditure relating to travel
and technology. Other operating expenses (excluding exceptional expenses) as a
percentage of underlying total operating income was 11.7% for the year ended
31 December 2025 compared to 13.2% for the prior comparative period.
In 2025 and 2024 exceptional expenses within EBITDA predominantly related to
costs incurred in connection with the acquisition of ECP and a management
incentive scheme related to the EQT Credit transaction. Other adjusted items
within EBITDA include share-based payment awards in connection with the
Company's listing and costs incurred in structured vehicles that are
consolidated in the Group under IFRS and are attributable to third-party
investors. Further details are contained within the explanation and
reconciliation of APMs.
Depreciation and amortisation expense
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Depreciation (16.1) (17.2) (15.1) (6.4%) 6.6%
Amortisation of other intangibles (0.5) (1.7) (1.7) (70.6%) (70.6%)
Total depreciation and amortisation expenses (excluding amortisation of (16.6) (18.9) (16.8) (12.2%) (1.2%)
intangibles relating to acquisitions)
Amortisation of intangibles relating to acquisitions (48.3) (19.4) (19.4) 149.0% 149.0%
Total depreciation and amortisation expense (64.9) (38.3) (36.2) 69.5% 79.3%
Depreciation and amortisation expense (excluding amortisation of intangibles
relating to acquisitions) decreased from £18.9 million to £16.6 million.
Amortisation of intangibles includes the amortisation of fund customer
relationships capitalised following the acquisition of EQT Credit and ECP. It
also includes the amortisation of an acquired carried interest intangible from
the ECP transaction.
Amortisation relating to acquisition related intangible assets has been
excluded from the underlying profitability measures in order to enable a
clearer analysis of the Group's performance.
Finance and other income or expenses
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Interest income on deposits 3.6 7.5 6.9 (52.0%) (47.8%)
Interest expense on borrowings (32.2) (24.4) (17.5) 32.0% 84.0%
Net foreign exchange gains/(losses) (3.2) (12.3) (12.3) (74.0%) (74.0%)
Net other finance and other (expenses) (8.1) (6.4) (5.6) 26.6% 44.6%
Net finance and other (expense), excluding exceptional and excluded items (39.9) (35.6) (28.5) 12.1% 40.0%
Exceptional other (expense) (30.7) (0.8) (0.8) 3,737.5% 3,737.5%
Adjusted other (expense) (21.5) - - N/A N/A
Net finance and other (expense), including exceptional and excluded items (92.1) (36.4) (29.3) 153.0% 214.3%
Finance and other income or expenses include interest income from cash
deposits and interest cost on borrowings, lease-related expenses, and finance
expense or income on amounts payable to or receivable from related party
investors, along with non-operating foreign exchange gains and losses.
Net finance and other expenses (excluding exceptional and excluded items) were
£39.9 million, a decrease of 12.1%, from the prior comparative period,
primarily due to interest cost on the Group's US private placement debt
incurred following the ECP transaction. The net finance and other expenses for
the prior comparative pro forma period incorporates the income and expenses
had ECP been part of the Group since 1 January 2024, however interest on
deposits and interest on borrowings have not been adjusted for an earlier
completion date.
Exceptional items of £30.7 million primarily comprise a £29.6 million
expense relating to the remeasurement of deferred contingent consideration
arising from the ECP transaction. Adjusted other expenses of £21.5 million
primarily relate to PRE attributable to third-party investors in consolidated
structured vehicles.
Profit before tax
£ million Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Underlying profit before tax 248.3 237.5 168.2 4.5% 47.6%
Excluded exceptional expenses, consisting of:
Exceptional personnel expenses (77.8) (50.9) (50.9) 52.8% 52.8%
Exceptional other operating expenses (8.9) (10.9) (10.9) (18.3%) (18.3%)
Exceptional net finance and other expenses (30.2) (0.8) (0.8) 3,675.0% 3,675.0%
Exceptional net foreign exchange gains/(losses) (0.5) - - N/A N/A
Excluded adjusted items, consisting of:
PRE adjustments 37.1 0.4 0.4 9,175.0% 9,175.0%
Certain share scheme expenses and related tax (4.3) (5.9) (5.9) (27.1%) (27.1%)
Adjusted other operating expenses (8.2) - - N/A N/A
Amortisation of acquisition-related intangible assets (48.3) (19.4) (19.4) 149.0% 149.0%
Net finance and other expenses (21.5) - - N/A N/A
Profit before tax 85.7 150.0 80.7 (42.9%) 6.2%
Underlying profit before tax margin 42.9% 43.8% 39.3% (1.0)ppt 4.0ppt
Underlying profit before tax was £248.3 million in 2025, an increase of
£10.8 million from £237.5 million for the prior comparative period,
including ECP on a pro forma basis, which is primarily due to the increase in
underlying EBITDA. The underlying profit before tax margin was 42.9% for the
same period.
Profit before tax decreased to £85.7 million in the year ended 31 December
2025 compared with £150.0 million in the prior comparative period, including
ECP on a pro forma basis. 2024. This was primarily due to the impact of
exceptional costs and adjusted items relating to the ECP transaction,
including the full year impact of acquisition related share-based payment
expenses and amortisation of acquisition related intangible assets.
Tax
£ million Year ended Year ended Change
31 December 2025 31 December 2024 (%)
Tax (29.0) (11.6) 150.0%
The tax charge increased from £11.6 million in 2024 to £29.0 million in
2025. The effective tax rate for the year ended 31 December 2025 was 33.8%
compared to 14.4% for the year ended 31 December 2024. This was primarily due
to movements in deferred tax liabilities. The underlying effective tax rate
for the year ended 31 December 2025 was 11.7% compared to 6.9% for the year
ended 31 December 2024.
As detailed in note 12 to the financial statements, in the year ended 31
December 2025 the Group has a higher effective tax rate than the UK statutory
rate. This is largely driven by timing differences in the taxation of
management fee income, and by tax loss carry-forwards in the UK due to certain
forms of income that are not subject to UK corporation tax.
Profit after tax
£ million Year ended Year ended Change
31 December 2025 31 December 2024 (%)
Profit after tax 56.7 69.1 (17.9%)
Profit after tax decreased by 17.9% from £69.1 million in 2024 to £56.7
million in 2025.
Earnings per share and dividend per share
£ pence Pro forma Year ended Year ended Change Change
Year ended 31 December 2024 31 December 2024 (ECP: 25 vs. Pro forma 24 (%) 25 vs. 24 (%)
31 December 2025 (ECP: full year) from completion date)
Basic earnings per share 5.0 15.1 8.0 (66.9%) (37.5%)
Diluted earnings per share 4.9 12.2 7.9 (59.8%) (38.0%)
Underlying basic earnings per share 26.5 25.7 19.5 3.1% 35.9%
Underlying diluted earnings per share 25.7 20.6 19.0 24.8% 35.3%
Interim dividend per share 4.7 4.6 4.6 2.2% 2.2%
Final dividend per share 4.7 4.6 4.6 2.2% 2.2%
Basic and diluted underlying earnings per share grew by 0.8 pence per share
and 5.1 pence per share respectively, reflecting the increased profitability
of the Group. Underlying diluted earnings per share includes the dilutive
impact of shares issued to ECP employees. Further details are included in note
13 of the consolidated financial statements.
The Directors announced an interim dividend of 4.7 pence per share in respect
of the first half of 2025 that was paid in October 2025. This had a cost of
£46.4 million, including a related distribution to the sellers of ECP. The
Directors have announced a proposed final dividend of 4.7 pence per share to
be paid on 21 May 2026, subject to shareholder approval. The cost is
estimated to be £41.2 million, plus dividend equivalents paid to
non-controlling interests estimated to be £5.0 million. The actual cost will
depend upon the number of shares in issue when the dividend is paid.
Earnings per share and dividend per share
The following foreign exchange rates have been used throughout this review:
Average rate for year ended 31 December 2025 Average rate for ended 31 December 2024 Rate at Rate at
31 December 2025 31 December 2024
GBP/EUR 1.168 1.179 1.147 1.209
GBP/USD 1.318 1.279 1.346 1.252
The table below sets out the currency exposure for certain reported items.
% GBP EUR USD Other
AUM 4.6 48.8 46.6 -
Fee Paying AUM 5.6 63.3 31.1 -
Management and other fees 9.4 63.9 26.7 -
Underlying operating expenses 46.0 22.4 27.6 4.0
PRE 7.2 28.1 64.8 -
Consolidated balance sheet
Summarised consolidated statement of financial position (statutory basis) As at 31 December 2025 (Restated) Change (%)
As at 31 December 2024
£ million
Assets
Non-current assets 1,834.8 1,782.0 3.0%
Current assets 3,381.8 2,314.8 46.1%
Total Assets 5,216.6 4,096.8 27.3%
Liabilities
Non-current liabilities 3,560.1 2,495.6 42.7%
Current liabilities 468.5 408.1 14.8%
Total Liabilities 4,028.6 2,903.7 38.7%
Net Assets 1,188.0 1,193.1 (0.4%)
Equity
Share capital and premium 445.4 375.2 18.7%
Other reserves 65.7 51.1 28.6%
Retained earnings 484.2 558.7 (13.3%)
Non-controlling interests 192.7 208.1 (7.4%)
Total Equity 1,188.0 1,193.1 (0.4%)
Net assets principally comprise cash and investments in money market funds,
the fair value of investments and carried interest receivables from private
equity, infrastructure and credit funds, as well as goodwill arising from the
acquisition of the ECP and EQT Credit businesses.
The IFRS balance sheet includes the full consolidation of the assets and
liabilities of certain CLOs and structured fund vehicles attributable to
third-party investors, which are required under IFRS to be presented gross on
the balance sheet.
Non-current assets have increased by £52.8 million to £1,834.8 million and
current assets increased by £1,067.0 million to £3,381.8 million, primarily
due to the impact of additional investments in funds and consolidated CLOs.
The Group has £853.6 million of investments in funds (2024: £765.6 million).
Of this, £682.6 million (2024: £581.4 million) relates to private equity
funds, including £241.8 million (2024: £143.4 million) of fund investments
held through structured vehicles which are consolidated by the Group and
included as non-current assets. In addition, the Group holds a £21.0 million
interest in credit funds (2024: £57.1 million), including £15.3 million in
CLOs (2024: £14.6 million) and £149.9 million in infrastructure funds (2024:
£127.1 million). The Group also has a carried interest receivable, which is
held at a discount under IFRS, of £148.9 million (2024: £113.3 million).
At 31 December 2025, the Group had cash of £193.5 million (excluding cash
belonging to consolidated CLOs and fund vehicles), which is not available for
use by the Group.
Total liabilities increased £1,124.9 million to £4,028.6 million.
Non-current liabilities increased £1,064.5 million to £3,560.1 million,
primarily due to an increased level of liabilities owed by consolidated
CLOs. Current liabilities increased by £60.4 million to £468.5 million.
Excluding the impact of liabilities of consolidated CLOs and structured fund
vehicles attributable to third-party investors, non-current liabilities
increased by £37.7 million, due to CLO repurchase agreements and trade and
other payables. Current liabilities, excluding the impact of liabilities of
consolidated CLOs and structured fund vehicles belonging to third-party
investors, increased by £61.3 million to £236.1 million due to an increase
in accrued expenses and an increase in the fair value of derivative
liabilities.
Total equity reflects the 2025 profit and increase in other reserves primarily
due to equity-settled share awards offset by dividends paid and the cost of
the share buyback programmes. This resulted in total equity of £1,188.0
million at 31 December 2025.
The consolidation of certain CLOs could distort how a reader of the financial
statements interprets the balance sheet of the Group. The Group's maximum
exposure to loss associated with its interest in the CLOs is limited to its
investment in the relevant CLOs, which at 31 December 2025 was £170.4
million (2024: £99.5 million), excluding the investments of non-controlling
interests of £45.2 million (2024: £32.8 million).
A summarised consolidated balance sheet on a non-statutory basis, excluding
interests of third-party investors in consolidated CLOs and other structured
fund vehicles, is included below.
Summarised consolidated statement of financial position (excluding interests As at 31 December 2025 (Restated) Change (%)
of third-party investors in consolidated CLOs and other structured fund
As at 31 December 2024
vehicles, non-statutory)*
£ million
Assets
Non-current assets 1,724.7 1,756.3 (1.8%)
Current assets 359.7 267.6 34.4%
Total Assets 2,084.4 2,023.9 3.0%
Liabilities
Non-current liabilities 726.5 688.8 5.5%
Current liabilities 236.1 174.8 35.1%
Total Liabilities 962.6 863.6 11.5%
Net Assets 1,121.8 1,160.3 (3.3%)
Equity
Share capital and premium 445.3 375.2 18.7%
Other reserves 65.9 51.1 29.0%
Retained earnings 463.1 558.7 (17.1%)
Non-controlling interests 147.5 175.3 (15.9%)
Total Equity 1,121.8 1,160.3 (3.3%)
* A full non-statutory consolidated statement of financial position excluding
interests of third-party investors in consolidated CLOs and other structured
fund vehicles (unaudited) is included in the supplementary information:
alternative performance measures (APMs).
Liquidity
The Group's liquidity requirements primarily arise in relation to the funding
of operations and the Group's plans in connection with its expansion and
diversification strategy. The Group funds its business using cash from its
operations (retained profits), capital from shareholders and, from
time-to-time, third-party debt.
Total financial debt and net cash position
£ million As at 31 December 2025 As at 31 December 2024 Change
(%)
Borrowings (excluding capitalised facility costs) (456.1) (490.3) (7.0%)
Cash and cash equivalents (excluding cash belonging to consolidated CLOs and 193.5 90.8 113.1%
structured fund vehicles attributable to third-party investors (restricted
use))
Net (debt)/ cash (excluding cash belonging to consolidated CLOs and structured (262.6) (399.5) (34.3%)
fund vehicles attributable to third-party investors (restricted use))
At 31 December 2025, the Group had net debt of £262.6 million (2024: net
debt of £399.5 million). This includes the $430.0 million (2024: $430.0
million) of private placement notes the Group issued during 2024 following the
ECP transaction. It also includes the $184.0 million (2024: $184.0 million) of
ECP private placement notes. The Group private placement notes are structured
in tranches with maturities ranging between 3 and 10 years and have an
average coupon of 6.16 per cent. Additionally, the Group has an undrawn
revolving credit facility, which was renewed to a facility of £400.0 million.
There were no drawings on the facility as at 31 December 2025 (2024: £250.0
million undrawn).
As at 31 December 2025, in addition to the liabilities shown on the balance
sheet, the Group had approximately £374.9 million of remaining undrawn
capital commitments to Bridgepoint and ECP funds (2024: £382.2 million of
remaining undrawn capital commitments to Bridgepoint and ECP funds).
Consolidated cash flows
Summarised consolidated cash flow statement (statutory basis) Year ended Year ended Change
£ million 31 December 2025 31 December 2024 (%)
Net cash flows from operating activities 135.9 10.8 1158.3%
Net cash flows from investing activities (618.5) (928.9) (33.4%)
Net cash flows from financing activities 651.6 776.1 (16.0%)
Net increase/(decrease) in cash and cash equivalents 169.0 (142.0) (219.0%)
Total cash and cash equivalents at beginning of the year 159.8 314.8 (49.2%)
Effect of exchange rate changes 6.1 (13.0) (146.9%)
Total cash and cash equivalents at the end of the year 334.9 159.8 109.6%
of which: cash and cash equivalents at the end of the year (for use within 193.5 90.8 113.1%
the Group)
of which: cash belonging to consolidated CLOs and structured fund vehicles 141.4 69.0 104.9%
attributable to third-party investors (restricted use)
Total cash at the end of the year 334.9 159.8 109.6%
Net cash inflows from operating activities for the year ended 31 December
2025 were £135.9 million. The increase of £125.1 million in the net cash
flows from operating activities compared to the year ended 31 December 2024
was due to the payment of costs relating to the ECP transaction in 2024 and
increased underlying profitability in 2025.
The Group generated operating cash flow, excluding the payment of exceptional
costs related to the ECP transaction, representing 123.8% of FRE,
demonstrating the cash generation of the business (2024:102.5%).
Net cash outflows from investing activities include investments into the
Group's funds, offset by proceeds from carried interest and distributions from
funds. Net cash outflows from investing activities for the year ended
31 December 2025 were £618.5 million. Net distributions of £55.4 million
from funds and net cash outflows of £620.2 million into the Group's CLOs
reflect the impact of the launch of CLO VIII and IX and the warehousing of CLO
X.
Net cash inflows from financing activities include funds drawn and repaid to
consolidated CLO investors, transactions with related party investors and
distributions to shareholders. For the year ended 31 December 2025, net cash
inflows from financing activities totalled £651.6 million, which primarily
related to the net cash inflows of CLO cash from investors in CLO VIII and IX
(which are consolidated) of £693.7 million and drawings from related party
investors and CLO repurchase agreements of £129.3 million offset by
distributions paid to shareholders and non-controlling interests of £91.7
million and payments to acquire shares as part of the share buyback programme,
which totalled £4.1 million by the end of the year.
In addition to £193.5 million of its own cash at 31 December 2025, the Group
had £141.4 million recorded on the balance sheet as cash belonging to
consolidated CLOs and structured fund vehicles, which is legally ring-fenced
and not available for use by the Group.
The consolidated cash flow statement includes the gross cash inflows and
outflows for the period in respect of the consolidated CLOs and structured
fund vehicles, and cash held at 31 December 2025 for those CLOs, which are
required to be consolidated. This could distort how a reader of the financial
statements interprets the cash flows of the Group, therefore a cash flow
statement without the consolidated CLO and structured fund vehicles is
presented below.
Summarised consolidated cash flow statement (excluding cash flows relating to Year ended Year ended Change
consolidated CLOs and structured fund vehicles attributable to third-party
investors, non-statutory)(1) 31 December 2025 31 December 2024 (%)
£ million
Net cash flows from operating activities 171.6 17.6 875.0%
Net cash flows from investing activities 64.0 (365.4) (117.5%)
Net cash flows from financing activities (134.6) 209.2 (164.3%)
Net increase/(decrease) in cash and cash equivalents (excluding cash flows 101.0 (138.6) (172.9%)
relating to consolidated CLOs and structured fund vehicles attributable to
third-party investors)
Cash and cash equivalents at beginning of the year (excluding cash flows 90.8 238.8 (62.0%)
relating to consolidated CLOs and structured fund vehicles attributable to
third-party investors)
Effect of exchange rate changes on cash and cash equivalents (excluding cash 1.7 (9.4) (118.1%)
flows relating to consolidated CLOs and structured fund vehicles attributable
to third-party investors)
Net cash at the end of the year (excluding cash flows relating to consolidated 193.5 90.8 113.1%
CLOs and structured fund vehicles attributable to third-party investors)
1. A full non-statutory consolidated cash flow statement excluding cash flows
relating to consolidated CLOs and structured fund vehicles attributable to
third-party investors (unaudited) is included in the supplementary
information: non-statutory consolidated financial statements section.
Key risks
The Group's risk management framework is designed to identify a broad range
of risks and uncertainties which it believes could adversely impact the
stability and financial prospects of the Group. A similar and parallel
process is also undertaken with respect to risks facing the funds managed by
the Group and as required by applicable regulatory regimes. As part of each of
these frameworks and processes, ESG-related risks are actively considered.
The following sections set out the Group's key risks as identified during the
risk management process, with details of the primary mitigating actions,
controls or monitors for each of these risks.
The key risks are described based on the Group's combined assessment of the
likelihood of each risk eventuating and the impact of each risk on the Group
as a whole after the Group's controls and mitigants are taken into account.
Additional risks and uncertainties that the Group may face, including those
that are not currently known or that the Group currently deems immaterial, may
individually or cumulatively also have a material effect on the Group's
business, results of operations and/or financial condition.
Fundraising
Description Mitigation
Funds under management by the Group typically have a finite life and a finite The Group's capital raising efforts are supported by an in-house global
amount of commitments from fund investors. Once a fund nears the end of its investor services team, which utilises the Group's data and technology
investment period, the Group raises additional or successor funds in order to capabilities.
keep making investments in that strategy and earn management fees (although
funds and investment vehicles continue to earn management fees after the The Group's global investor relations and fundraising platform continued to
expiration of their investment periods, they generally do so at a reduced expand in 2025, leveraging strengthened distribution capabilities, enhanced
rate). investor analytics, and improved CRM infrastructure. The Group further
diversified its investor base geographically and by investor type and executed
targeted investor engagement programmes across the global network.
The alternative investment management sector is intensely competitive, with Fund performance, transparency, and disciplined pricing remain core
the Group competing with a number of others for investor capital, including differentiators in fundraising processes. Oversight of fundraising strategy
sponsors of public and private investment funds. Fundraising conditions and pipeline was enhanced through the operations of the Group's Investor
remained competitive during 2025, with a high volume of managers returning to Relations Board.
market and extended fundraising timetables across private markets. Investor
allocation cycles have also lengthened, with increased diligence around As a leading middle market investor, the Group offers investors a
performance, fee structures, and alignment. differentiated approach arising from its global reach and ability to deploy
capital across middle market strategies. This differentiation insulates the
Group, to some extent, against the competitive pressures arising in respect of
attracting fund investors.
The inability to raise additional or successor funds (or raise successor funds
of a comparable size to predecessor funds), or a change in the terms on which
investors are willing to invest, could have a material adverse impact on the
Group's business, revenue, net income, cash flows and/or the ability to retain
employees.
Regulation and Compliance
Description Mitigation
The international nature of the Group's business, with corporate and fund The Group is supported by a Legal and Compliance team that provides guidance
entities located in multiple jurisdictions and a diverse investor base, makes to the business on its regulatory and legal obligations. As the Group expands
it subject to a wide range of laws and regulations. It is supervised by a into new products and strategies, the Group ensures that this team is well
number of regulators, including the Financial Conduct Authority in the UK, the placed to address the increasing and developing framework of applicable
Securities and Exchange Commission in the United States, the Autorité des regulation.
Marchés Financiers in France and the Commission de Surveillance du Secteur
Financier in Luxembourg. Failure to comply with applicable laws and In 2025 the Group established a Risk & Compliance Working Group, which,
regulations may put the Group at risk of fines, lawsuits or reputational together with the Group Operating Committee, enhanced risk monitoring,
damage. regulatory horizon scanning, and policy frameworks throughout the year.
As the Group expands into new products and strategies, the laws and The Group monitors regulatory and legislative changes in the jurisdictions
regulations that apply to the Group also expand, often in a way which in which it operates and interacts with regulators and industry bodies to
overlaps and requires complex review, assessment and regulatory stay informed of regulatory changes. It also proactively takes actions to
implementation. comply with any changes in law or regulation.
Increased law and regulation may impact the Group's operating entities, and Employees of the Group are provided with periodic training on the laws and
funds that it manages or advises, as well as the markets and sectors in which regulations relevant to the Group.
the Group's investment strategies invest or from which capital is raised.
Market and Economics
Description Mitigation
Macroeconomic events may contribute to volatility in financial and global The Group's business model is predominantly based on illiquid, closed-end
markets which can adversely impact the Group's business by reducing the value funds which allow investment teams to remain disciplined throughout economic
or performance of the investments made by the funds managed or advised by the cycles. In addition, the Group actively manages fund portfolios as well as the
Group as well as the availability of financial resources to the Group. Adverse Group's liquidity and operations, to ensure resilience across a range of
economic scenarios may reduce exit opportunities, prolong holding periods, and macroeconomic outcomes.
impact the performance of funds across the platform. Market conditions may
also influence investor appetite for private market strategies, indirectly The expansion of the Group into different verticals can help to mitigate the
affecting fundraising performance. impact of macroeconomic changes, as different alternative asset classes will
react differently to macroeconomic impacts. For example, higher interest rates
may benefit the Group's credit vertical.
For example, rising interest rates may adversely impact multiples and discount The expansion of the Group into different verticals can help to mitigate the
rates used for investment valuations. Higher interest rates may also reduce impact of macroeconomic changes, as different alternative asset classes will
the Group's ability to secure favourable financing, both for the Group itself react differently to macroeconomic impacts. For example, higher interest rates
and for the funds it manages or advises. may benefit the Group's credit vertical.
The Group's senior management and strategy leadership regularly update the
business on economic trends and outlooks to aid investment teams and corporate
functions in anticipating and proactively addressing macroeconomic risks.
Fund Performance and Capital Deployment
Description Mitigation
Investment performance remains central to the Group's reputation and its The Group's investment strategies each have in place a robust and disciplined
ability to grow assets under management. Underperformance within large investment process where investments are analysed and selected by
flagship funds or other strategies could reduce investor confidence and impair investment-focused committees. Each strategy will also regularly review and
future fundraising. Capital deployment conditions were mixed in 2025, with monitor investment performance and delivery of investment objectives. Any 'at
increased competition for resilient assets and evolving financing markets. A risk' investments are subject to particular focus and specialist attention.
slow deployment pace or reduced transaction sizes could adversely affect fund For example, such investments are reviewed by the Portfolio Working Group
performance, fee generation and alignment with investor expectations. within the Group's private equity vertical.
Investment processes not only evaluate and mitigate the risks inherent in
particular investments or divestments, but also ensure that decisions are
taken in accordance with the relevant fund's investment strategy and governing
documents. This includes limiting fund exposure to individual investments, and
diversifying investments in terms of sectors and geographies.
Deal flow is driven by the Group's sector strategy which is continually
refined to take advantage of market conditions, including changes in
competitive pressures. The Group's investment approach has evolved through
different economic cycles, helping it to resist temporary pressures.
The introduction of new products and verticals to the Group helps to reduce
dependence on performance of any individual fund.
Talent and Conduct
Description Mitigation
The Group's personnel, including its investment professionals and specialist The Group places an emphasis on active engagement with its people to better
teams, are highly important to the Group's business and the implementation of understand their needs, and to focus on progression and professional
its strategy, and the market for such persons is highly competitive. The development. The Group also ensures competitive reward schemes are in place
Group's continued success is therefore dependent upon its ability to retain for all employees. Rewards are weighted towards performance and therefore
and motivate its personnel and to strategically recruit new talented provide long-term alignment with fund investors and other key stakeholders,
professionals. Conduct risks, including behavioural, cultural, or ethical ultimately driving value for the Group. For senior management, these include a
failings, could result in regulatory scrutiny, reputational damage or loss of blend of short- and long-term incentives.
key individuals.
In particular, the Group depends on the skills, reputations and business Talent development, succession planning and reward frameworks remained key
networks of its executive management and other key senior team members and themes in 2025, overseen by the Group and business-unit Talent & Reward
the information and deal flow they generate. Competition for talent remains Committees.
strong across the private markets industry.
Cybersecurity and IT
Description Mitigation
Cybersecurity threats remain a significant risk for all global financial and The Group's information security programme is designed to prevent and respond
investment institutions. Cybersecurity incidents and cyber attacks continue to to current and emerging cyber threats facing the Group. The Group's IT
be a feature of the global economy and as an increasingly global business, accounts are protected using multi-factor authentication to significantly
the Group faces various cybersecurity threats on a regular basis. This reduce identity-based attacks and digital assets are protected from
includes ongoing cybersecurity threats to, and attacks on, digital and exploitation through robust patching and vulnerability management programmes.
information technology infrastructure that is intended to gain access
to proprietary information, destroy data, or disable, degrade or sabotage
systems.
Cybersecurity failures, technology failures or data security breaches could Employees receive training, including simulations, to continually raise
result in the confidentiality, integrity or availability of data being vigilance and to promote positive security behaviours. Employee devices are
negatively affected, causing disruption and/or damage to the Group's also secured to industry standards and technologies are used to enable
business. seamless and secure remote access.
The Group conducts annual external offensive and penetration tests that
validate the effectiveness of controls, and aid further protection. The
Group's digital infrastructure is entirely cloud hosted, with resiliency
designed into it. In-house and external cyber experts monitor and respond to
any abnormal activity. The Group maintains an annually tested IT disaster
recovery and cyber incident response plan, and desktop cyber attack simulation
exercises were conducted in 2025 with executives.
Operational Resilience & Execution
Description Mitigation
The Group depends on operational processes, data, systems, and specialist Management of operational resilience risks is overseen by the Group Operating
teams to support investment activity, satisfaction of client obligations, Committee, supported by dedicated working groups responsible for specific
reporting, and financial operations. Operational failures - including errors, themes such as third-party risk, business continuity, incident management,
system outages, third-party failures or inadequate process controls - could data optimisation and technology resilience. Responsibilities for operational
lead to financial loss, regulatory breaches, and/or reputational damage. risk ownership and control operation are clearly defined across business units
Increasing Group scale and the addition of new products or verticals elevate and functions.
the importance of robust operational resilience.
Lessons learned from incidents, and the findings of audits and control testing
are embedded into process improvements and control enhancements. Independent
assurance is provided through second line monitoring and internal audit
reviews, with particular focus on controls that support the delivery of
critical business services.
Liquidity & Funding
Description Mitigation
The Group must maintain appropriate levels of liquidity to support operations, The Group maintains robust liquidity forecasting processes with oversight from
seed capital commitments and undertake strategic opportunities. Fund-level the Group Investment Committee. Stress testing is performed periodically, and
liquidity risks may also affect investor relations and returns. liquidity KRIs are monitored against Board-approved risk appetite thresholds.
Diversification across strategies and geographies supports resiliency across
different market scenarios.
Sustainability
Description Mitigation
Sustainability risk involves the failure to accurately assess and manage the The Group has a number of governance structures to help ensure appropriate
impacts of environmental, social, security and governance related matters. oversight and management of ESSG related risks, including the ESSG Committee.
Sustainability-related risks include those related to regulatory and reporting The Group strengthened its ESSG governance framework during 2025, including
obligations, and investor expectations. enhanced oversight via the ESSG Working Group. It also upgraded ESSG data and
reporting systems.
Failure to meet evolving ESSG expectations could reduce investor confidence, Sustainability matters are considered throughout the fund investment process.
impair fundraising, lead to regulatory scrutiny and/or cause reputational ESSG integration processes for investments were reviewed and updated during
damage. the year to reflect emerging regulation and market practice.
The Group continued to enhance its climate-related and sustainability
disclosures, aligned to regulatory requirements and investor expectations.
Group M&A and Integration
Description Mitigation
The Group periodically undertakes mergers, acquisitions and other strategic The Group applies a disciplined and structured approach to mergers,
transactions to support the execution of its long-term strategy, expand its acquisitions and other strategic transactions to ensure alignment with its
investment capabilities, enter new verticals or geographies, and enhance its long-term strategy and risk appetite. Proposed transactions are subject to
operating platform. Successfully executing such transactions requires robust governance and approval processes, supported by comprehensive
disciplined strategic assessment, robust due diligence, effective deal commercial, financial, legal, regulatory and operational due diligence.
structuring, and timely and effective post-transaction integration.
M&A activity exposes the Group to a range of risks, including the risk Integration planning is embedded early in the transaction process, with clear
that transactions are not aligned to strategic objectives, that anticipated ownership of integration workstreams, defined milestones and ongoing oversight
synergies or benefits are not realised, or that execution challenges arise by senior management. Particular focus is placed on cultural alignment,
during integration. These challenges may include operational disruption, retention of key personnel and the orderly integration of systems, processes
cultural misalignment, technology integration issues, regulatory or legal and controls.
complexity, issues with retention of key personnel, and increased time and
focus required from management.
Failure to execute transactions in line with strategy, or to integrate Progress against integration plans and delivery of strategic objectives is
acquired businesses effectively, could result in financial underperformance, monitored through established governance forums, with lessons learned from
delays in achieving strategic objectives, reputational harm, and/or increased completed transactions embedded into the Group's M&A framework to support
operational and regulatory risk. continuous improvement.
Consolidated Statement of Profit or Loss
for the year ended 31 December
Note 2025 2024
£ m £ m
Management and other fees 6 416.0 329.2
Carried interest 6 60.0 59.1
Fair value remeasurement of investments 6 153.2 38.8
Other operating income 0.7 1.0
Total operating income 629.9 428.1
Personnel expenses 7 (302.2) (214.6)
Other operating expenses 8 (85.0) (67.3)
EBITDA* 242.7 146.2
Depreciation and amortisation expense 10 (64.9) (36.2)
Finance and other income 11 4.4 7.8
Finance and other expenses 11 (96.5) (37.1)
Profit before tax 85.7 80.7
Tax 12 (29.0) (11.6)
Profit after tax 56.7 69.1
Attributable to:
Equity holders of the parent 41.5 64.8
Non-controlling interests 24 (d) 15.2 4.3
56.7 69.1
Pence Pence
Basic earnings per share 13 5.0 8.0
Diluted earnings per share(1) 13 4.9 7.9
Exceptional expenses of £86.7m (2024: £61.8m) are included in EBITDA. Profit
before tax includes exceptional expenses of £117.4m (2024: £62.6m). Details
of exceptional items are included in note 9.
( )
* Exceptional expenses of £86.7m (2024: £61.8m) are included in EBITDA. Profit
before tax includes exceptional expenses of £117.4m (2024: £62.6m). Details
of exceptional items are included in note 9.
1 Diluted earnings per share for 2024 have been restated, for further details
refer to note 13.
The notes to the accounts form an integral part of these financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December
Note 2025 2024
£ m
£ m
Profit after tax 56.7 69.1
Items that may be reclassified to the statement of profit or loss in
subsequent years:
Exchange differences on translation of foreign operations (24.1) 10.6
Change in the fair value of hedging instruments 21 (b) (6.7) 14.0
Change in the time value of foreign exchange options 21 (b) - (0.1)
Reclassifications to the Consolidated Statement of Profit or Loss 21 (b) (8.7) 0.3
Total tax on components of other comprehensive income 12 (c) 3.6 (3.3)
Other comprehensive income net of tax (35.9) 21.5
Total comprehensive income net of tax 20.8 90.6
Total comprehensive income attributable to:
Equity holders of the parent 8.0 83.2
Non-controlling interests 24 (d) 12.8 7.4
20.8 90.6
The notes to the accounts form an integral part of these financial statements.
Consolidated Statement of Financial Position
as at 31 December
2025 (Restated)
2024
Note £ m £ m
Assets
Non-current assets
Property, plant and equipment 14 95.6 88.3
Goodwill and intangible assets 4,15 711.9 780.9
Carried interest receivable 16 148.9 113.3
Fair value of fund investments 17 (a),(b) 853.6 765.6
Trade and other receivables 17 (a),(f) 24.8 33.9
Total non-current assets 1,834.8 1,782.0
Current assets
Consolidated CLO assets* 17 (a),(d) 2,878.8 1,978.2
Trade and other receivables 4,17 (a), 138.5 150.4
Derivative financial assets 17 (a),(e) 5.1 26.4
Other investments 17 (a),(c) 24.5 -
Cash and cash equivalents 17 (a),(g) 193.5 90.8
Cash belonging to consolidated CLOs and structured fund vehicles 17 (a),(g) 141.4 69.0
Total current assets 3,381.8 2,314.8
Total assets 5,216.6 4,096.8
Liabilities
Non-current liabilities
Trade and other payables 18 (a),(b) 53.5 35.6
Other financial liabilities 18 (a),(d) 317.4 159.4
Fair value of consolidated CLO liabilities* 18 (a),(e) 2,587.8 1,696.2
Borrowings 18 (a),(c) 451.2 485.3
Lease liabilities 18 (a),19 84.0 74.4
Deferred tax liabilities 23 66.2 44.7
Total non-current liabilities 3,560.1 2,495.6
Current liabilities
Trade and other payables 18 (a),(b) 193.3 157.1
Lease liabilities 18 (a),19 12.6 13.5
Derivative financial liabilities 18 (a),(g) 33.5 4.2
Consolidated CLO liabilities* 18 (a),(e) 25.5 20.6
Consolidated CLO purchases awaiting settlement* 18 (a),(f) 203.6 212.7
Total current liabilities 468.5 408.1
Total liabilities 4,028.6 2,903.7
Net assets 1,188.0 1,193.1
Equity
Share capital 24 (a) 0.1 0.1
Share premium 24 (a) 445.3 375.1
Other reserves 24 (c) 65.7 51.1
Retained earnings 4 484.2 558.7
Equity attributable to owners of the parent 995.3 985.0
Non-controlling interests 4,24 (d) 192.7 208.1
Total equity 1,188.0 1,193.1
* Details of the Group's interest in consolidated Collateralised
Loan Obligations ("CLOs") are included in note 17 (d). Total Group exposure to
consolidated CLOs is £200.3m (2024: £117.7m) at 31 December 2025. The
Group's investment in CLOs which are not consolidated is £15.3m (2024:
£14.6m) and is included within fair value of fund investments. Total equity
holders' exposure in the CLOs is £170.4m at 31 December 2025 (2024:
£99.5m), excluding the interests of non-controlling interests of £45.2m
(2024: £32.8m). A non‑statutory Consolidated Statement of Financial
Position (unaudited), excluding consolidated CLOs is presented in the
Supplementary information: Non-statutory consolidated statement of financial
position, excluding interests of third-party investors in CLOs and other
structured fund vehicles.
Consolidated Statement of Changes in Equity
for the year ended 31 December
Note Share capital Share premium Other reserves Retained earnings Total equity attributable to owners of the parent Non-controlling interests Total equity
£ m
£ m
£ m
£ m
£ m
£ m
£ m
At 1 January 2025 0.1 375.1 51.1 558.7 985.0 208.1 1,193.1
Profit for the year - - - 41.5 41.5 15.2 56.7
Other comprehensive (loss)/income - - (36.6) 3.3 (33.3) (2.6) (35.9)
Total comprehensive income - - (36.6) 44.8 8.2 12.6 20.8
Share-based payment expense 7 (a) - - 55.2 - 55.2 9.5 64.7
Vested share-based payments 24 (c) - - (4.0) 4.0 - - -
Transactions with non-controlling interests 24 (d) - 70.2 - (41.1) 29.1 (23.9) 5.2
Share buyback 24 (c) - - - (4.1) (4.1) - (4.1)
Dividends and dividend equivalents 25 - - - (78.1) (78.1) (13.6) (91.7)
At 31 December 2025 0.1 445.3 65.7 484.2 995.3 192.7 1,188.0
Note Share capital Share premium Other reserves (Restated) (Restated) (Restated) (Restated)
£ m
£ m
£ m
Retained earnings
Total equity attributable to owners of the parent
Non-controlling interests
Total equity
£ m
£ m
£ m
£ m
At 1 January 2024 0.1 289.8 12.6 418.7 721.2 - 721.2
Profit for the year - - - 64.8 64.8 4.3 69.1
Other comprehensive income - - 21.6 (3.2) 18.4 3.1 21.5
Total comprehensive income - - 21.6 61.6 83.2 7.4 90.6
Share-based payment expense 7 (a) - - 33.1 - 33.1 5.5 38.6
Vested share-based payments 24 (c) - - (16.2) 16.2 - - -
Acquisition and part disposal of subsidiaries 4 - - - 199.6 199.6 233.0 432.6
Transactions with non-controlling interests 24 (d) - 85.3 - (54.3) 31.0 (31.0) -
Share buyback 24 (c) - - - (9.8) (9.8) - (9.8)
Dividends and dividend equivalents 25 - - - (73.3) (73.3) (6.8) (80.1)
As at 31 December 2024 0.1 375.1 51.1 558.7 985.0 208.1 1,193.1
The notes to the accounts form an integral part of these financial statements.
Consolidated Statement of Cash Flows
for the year ended 31 December
Note 2025 2024
£ m
£ m
Cash flows from operating activities
Cash generated from operations 26 (a) 139.6 12.3
Tax paid (3.7) (1.5)
Net cash inflow from operating activities 135.9 10.8
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired 4 (0.6) (162.8)
Receipts from investments (non-CLO) 262.1 90.1
Purchase of investments (non-CLO) (206.7) (379.2)
Receipt / purchase of other investments (non-CLO) 17 (c) (24.2) 7.5
Interest received (non-CLO) 3.4 6.9
Receipts from investments (consolidated CLOs) 928.6 640.7
Purchase of investments (consolidated CLOs) (1,548.8) (1,129.2)
Payments for property, plant and equipment and intangible assets 14,15 (32.3) (2.9)
Net cash outflow from investing activities (618.5) (928.9)
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company and 25 (91.7) (80.1)
non-controlling interests
Share buyback 24 (c) (4.1) (9.8)
Proceeds from partial disposal of subsidiary investments - 32.5
Proceeds from non-controlling interests 5.2 -
Proceeds from the issue of US private placement notes - 325.1
Repayment of US private placement notes - (31.8)
Proceeds from repurchase agreement 50.9 -
Net drawings from related party investors 78.4 113.5
Principal elements of lease payments (12.5) (15.4)
Drawings on bank facilities (non-CLO) - 189.5
Repayment of bank facilities (non-CLO) - (189.5)
Drawn funding (consolidated CLOs) 307.9 374.8
Repayment of CLO borrowings (consolidated CLOs) (1,358.4) (526.2)
Cash from CLO investors (consolidated CLOs) 1,702.1 607.7
Interest paid (non-CLO) (26.2) (14.2)
Net cash inflow or (outflow) from financing activities 651.6 776.1
Net increase or (decrease) in cash and cash equivalents 169.0 (142.0)
Total cash and cash equivalents at the beginning of the year 159.8 314.8
Effect of exchange rate changes on cash and cash equivalents 6.1 (13.0)
Total cash and cash equivalents at the end of year 334.9 159.8
Cash and cash equivalents (for use within the Group) 17 (g) 193.5 90.8
Cash belonging to consolidated CLOs and structured fund vehicles (restricted 17 (g) 141.4 69.0
use)
Total cash and cash equivalents (including restricted cash) at the end of year 334.9 159.8
The Consolidated Statement of Cash Flows includes those cash flows relating to
third-party CLOs and other investors. A non-statutory Consolidated Statement
of Cash Flows (unaudited) excluding the impact of third-party CLOs and other
investors is included supplementary information: Non-statutory consolidated
cash flow statement, excluding cash flows relating to consolidated CLOs and
structured fund vehicles attributable to third-party investors.
The notes to the accounts form an integral part of these financial statements.
Company Statement of Financial Position
as at 31 December
Note 2025 2024
£ m
£ m
Assets
Non-current assets
Investments in subsidiaries and other Group affiliates 29 1,510.0 1,375.0
Trade and other receivables 17 (a),(f) - -
Total non-current assets 1,510.0 1,375.0
Current assets
Trade and other receivables 17 (a),(f) 57.2 39.2
Cash and cash equivalents 17 (a),(g) 0.1 0.7
Total current assets 57.3 39.9
Total assets 1,567.3 1,414.9
Liabilities
Current liabilities
Trade and other payables 18 (a),(b) 28.1 8.5
Total liabilities 28.1 8.5
Net assets 1,539.2 1,406.4
Equity
Share capital 24 (a) 0.1 0.1
Share premium 24 (a) 445.3 375.1
Other reserves 24 (c) 657.4 596.7
Retained earnings 436.4 434.5
Total equity 1,539.2 1,406.4
The Company's profit for the year was £78.7m (2024: profit of £327.6m). The
notes to the accounts form an integral part of these financial statements.
Company Statement of Changes in Equity
for the year ended 31 December
Note Share capital Share premium Other reserves Retained earnings Total equity
£ m
£ m
£ m
£ m
£ m
At 1 January 2025 0.1 375.1 596.7 434.5 1,406.4
Profit for the year - - - 78.7 78.7
Other comprehensive income - - - - -
Total comprehensive profit - - - 78.7 78.7
Share-based payment expense - - 64.7 - 64.7
Vested share-based payments 24 (c) - - (4.0) 4.0 -
Share issuance - 70.2 - - 70.2
Share buyback 24 (c) - - - (4.1) (4.1)
Dividends and dividend equivalents 25 - - - (76.7) (76.7)
At 31 December 2025 0.1 445.3 657.4 436.4 1,539.2
Note Share capital Share premium Other reserves Retained earnings Total equity
£ m
£ m
£ m
£ m
£ m
At 1 January 2024 0.1 289.8 574.4 173.8 1,038.1
Profit for the year - - - 327.6 327.6
Other comprehensive (loss)/income - - (0.1) - (0.1)
Total comprehensive income - - (0.1) 327.6 327.5
Share-based payment expense - - 38.6 - 38.6
Vested share-based payments 24 (c) - - (16.2) 16.2 -
Share issuance - 85.3 - - 85.3
Share buyback 24 (c) - - - (9.8) (9.8)
Dividends 25 - - - (73.3) (73.3)
At 31 December 2024 0.1 375.1 596.7 434.5 1,406.4
The notes to the accounts form an integral part of these financial statements.
Company Statement of Cash Flows
for the year ended 31 December
Note 2025 2024
£ m
£ m
Cash flows from operating activities
Cash generated from operations 26 3.6 (76.9)
Net cash inflow from operating activities 3.6 (76.9)
Cash flows from investing activities
Subsidiary funding - (208.2)
Dividend income received from subsidiaries 76.7 227.3
Interest received - 4.3
Net cash inflow from investing activities 76.7 23.4
Cash flows from financing activities
Dividends paid to shareholders of the Company 25 (76.7) (73.3)
Drawings on bank facilities - 189.5
Repayment of bank facilities - (189.5)
Share buyback 24 (c) (4.1) (9.8)
Net cash (outflow) from financing activities (80.8) (83.1)
Net (decrease) in cash and cash equivalents (0.6) (136.6)
Cash and cash equivalents at the beginning of the year 0.7 139.7
Effect of exchange rate changes on cash and cash equivalents - (2.4)
Cash and cash equivalents at the end of year 17 (g) 0.1 0.7
The notes to the accounts form an integral part of these financial statements.
Notes to the consolidated and Company financial statements
1 General information and basis of preparation
General information
Bridgepoint Group plc (the "Company") is a public company limited by shares,
incorporated, domiciled and registered in England and Wales. The Company's
registration number is 11443992 and the address of its registered office is 5
Marble Arch, London, W1H 7EJ, United Kingdom.
The financial information set out in this preliminary announcement does not
constitute the Company's statutory accounts for the year ended 31 December
2025 or 31 December 2024. The financial information for 2024 is derived from
the statutory accounts for that year which have been delivered to the
Registrar of Companies. The auditors reported on those accounts: their report
was unqualified, did not draw attention to any matters by way of emphasis and
did not contain a statement under s498(2) or (3) of the Companies Act 2006.
The statutory accounts for the year ended 31 December 2025 will be finalised
on the basis of the financial information presented by the directors in this
results announcement and will be delivered to the Registrar of Companies
following the Company's annual general meeting.
The principal activity of the Company and entities controlled by the Company
(collectively, the "Group" or "Bridgepoint Group") is to act as a private
equity, credit and infrastructure fund manager.
Basis of preparation
The consolidated financial statements for the year ended 31 December 2025
comprise the financial statements of the Group and the Company.
The consolidated financial statements of the Group and the Company's financial
statements have been prepared in accordance with UK-adopted international
accounting standards and in conformity with the requirements of the Companies
Act 2006, as applicable to companies reporting under those standards. The
financial statements have been prepared on a historical cost basis, except for
financial instruments measured at fair value through profit or loss.
The principal accounting policies applied in the preparation of the financial
statements are set out within note 2. These policies have been consistently
applied to all the periods presented, unless otherwise stated.
The preparation of the financial statements in conformity with international
accounting standards requires the use of certain critical accounting
estimates. It also requires management to exercise judgement in the process of
applying the Group's accounting policies. Details of the critical judgements
and key sources of estimation uncertainty are set out in note 3. Actual
results may differ from these estimates.
The financial statements are presented in pounds sterling and all values are
rounded to the nearest £0.1m except where otherwise indicated.
Adoption of new and amended standards and interpretations
The Group has adopted all relevant amendments to existing standards and
interpretations issued by the International Accounting Standards Board (IASB),
and endorsed by the UK, that are effective from 1 January 2025 with no
material impact on its consolidated results or financial position.
There are a number of new accounting pronouncements issued by IASB with an
effective date of 1 January 2027, including IFRS 18 "Presentation and
Disclosure in Financial Statements" which replaces IAS 1 "Presentation and
Disclosure in Financial Statements". IFRS 18 introduces additional disclosure
obligations in relation to the structure of the income statement,
management-defined performance measures, and the aggregation and
disaggregation of financial information. IFRS 18 will have no impact on the
Group's net profit as it impacts neither recognition nor measurement. The new
standard will impact the presentation of the Group's results as it requires
that operating, investing and financing activities are presented separately.
There will also be a change in the Group's cash flow statement as IFRS 18
requires that the first line of the cash flow statement is operating profit
rather than profit before tax.
The IASB has issued its annual improvements and a number of amendments to the
IFRS Accounting Standards effective 1 January 2026, including Amendments to
IFRS 9 "Financial Instruments and Amendments" to IFRS 7 "Financial Instruments
Disclosures". These improvements and amendments are not expected to have a
significant impact on the Group.
Going concern
The consolidated financial statements have been prepared on a going concern
basis. The Directors have a reasonable expectation that the Group and Company
have adequate resources to continue in operational existence for a period of
at least 12 months from the date of issue of these financial statements. In
forming this conclusion the Directors have assessed the business risks,
financial position and resources of both the Group and Company. Further detail
is set out within the viability and going concern statement.
Company financial statements
As permitted by section 408 of the Companies Act 2006, the Company Statement
of Profit or Loss and the Statement of Comprehensive Income are not presented
as part of these financial statements. The Company's profit for the year
amounted to £78.7m (2024: profit of £327.6m), primarily driven by dividends
received from its subsidiaries.
2 Accounting policies
(a) Basis of consolidation
The consolidated financial statements include the comprehensive gains or
losses, the financial position and the cash flows of the Company, its
subsidiaries and the entities that the Group is deemed to control, drawn up to
the end of the relevant period, which includes elimination of all intra-group
transactions. Uniform accounting policies have been adopted across the Group.
Assessment of control
The Group controls an investee (entity) if, and only if, the Group has all of
the following:
- power over the investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee);
- exposure, or rights, to variable returns from its involvement with the
investee; and
- ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.
When the Group holds less than a majority of the voting rights of an investee,
it has power over the investee when the voting rights are sufficient to give
it the practical ability to direct the relevant activities of the investee
unilaterally. The Group considers all relevant facts and circumstances in
assessing whether or not the Group's voting rights in an investee are
sufficient to give it power, including:
- the size of the Group's holding of voting rights relative to the size and
dispersion of holdings of the other vote holders;
- potential voting rights held by the Group, other vote holders or other
parties;
- rights arising from other contractual arrangements; and
- any additional facts and circumstances that indicate that the Group has, or
does not have, the current ability to direct the relevant activities at the
time when decisions need to be made, including voting patterns at previous
shareholders' meetings.
The assessment of control is based on all relevant facts and circumstances and
the Group reassesses its conclusion if there is an indication that there are
changes in facts and circumstances.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control over the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of
during the year are included in the Consolidated Statement of Comprehensive
Income from the date the Group gains control until the date when the Group
ceases to control the subsidiary.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
When the Group consolidates an entity which has an interest held by a
third-party, it assesses whether the third-party's interest represents equity
or a financial liability to the Group, using the substance of the relevant
contractual terms. If the profit share is calculated based on a contractually
defined and pre‐agreed percentage which is set out within relevant fund
partnership agreements, and the Group does not have discretion regarding the
residual payments to third parties, the third-party interests are classified
as a financial liability and measured at fair value through profit or loss.
A non-controlling interest arises when the Group does not own all of a
subsidiary, but the Group retains control. In situations where the contract
results in a residual interest in the assets of the investee after deducting
all of the investee's liabilities, a non-controlling interest in subsidiaries
is identified separately from the Group's equity therein. Interests of
non-controlling shareholders that are present ownership interests entitling
their holders to a proportionate share of net assets upon liquidation may
initially be measured at fair value or at the non-controlling interests'
proportionate share of the fair value of the acquiree's identifiable net
assets. The choice of measurement is made on an acquisition-by-acquisition
basis. Subsequent to acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition plus the
non-controlling interests' share of subsequent changes in equity.
(b) Foreign currencies
Presentation currency
The financial statements are presented in pounds sterling, which is the
Company's functional currency and also the presentational currency for the
Company and Group.
Foreign currency transactions
Foreign currency transactions are translated into the functional currency
using the actual rate at the date of the transaction.
Foreign exchange gains and losses resulting from the settlement of such
transactions, and from the translation of monetary assets and liabilities
denominated in foreign currencies at year-end exchange rates, are generally
recognised in profit or loss.
Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are translated to the functional currency at the
applicable foreign currency exchange rate on the date the fair value was
determined. Non-monetary items in a foreign currency that are measured in
terms of historical cost are translated using the exchange rate on the date of
the transaction.
Foreign operations
The results and financial position of foreign operations that have a
functional currency different from the presentational currency are translated
into the presentational currency of the Group as follows:
- assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement
of financial position;
- income and expenses for each statement of profit or loss presented
are translated at average rate for the month in which the transaction occurs;
and
- all resulting exchange differences are recognised in other
comprehensive income.
(c) Operating income
Operating income primarily comprises management and other fees, carried
interest income and investment income from the management of investments in
private equity, infrastructure and credit fund partnerships. The parties to
agreements for fund management services comprise the Group and the investors
of each fund as a body. Accordingly, the group of investors of each fund are
identified as a customer for accounting purposes.
Income is measured based on the consideration specified in the contracts and
excludes amounts collected on behalf of third parties, discounts and value
added taxes.
Management and other fees
The Group earns management fees from the provision of investment management
services to funds. The services are treated as a single performance obligation
because they are substantially the same and have the same pattern of transfer
to the customer.
Management fees are recognised over the life of each fund, which is generally
10 to 12 years.
Management fees are based on an agreed percentage of either committed or
invested capital, depending on the fund and the stage of its life. Fees are
billed in accordance with the relevant fund partnership agreement and are
either billed semi-annually or quarterly in advance or arrears.
Other fees may also comprise fees and commissions relating to provision of
services to third parties.
Carried interest
The Group receives a share of fund profits through its interests in vehicles
such as founder partnerships as variable consideration which is dependent
on the level of fund returns. The entitlement to carried interest and the
amount is determined by the level of accumulated profits exceeding an agreed
threshold (the "hurdle") over the lifetime of each fund. The carried interest
income is only recognised to the extent it is highly probable that there would
not be a significant reversal of any accumulated revenue recognised by the end
of a fund, for example, due to changes in the expectation of future fund
performance. The reversal risk is managed through the application of
discounts. This is explained further within note 3.
The carried interest receivable represents a contract asset under IFRS 15
"Revenue from Contracts with Customers" ("IFRS 15") as the services have been
transferred to a customer. Amounts are typically presented as non-current
assets unless they are expected to be received within the next 12 months.
Fair value remeasurement of investments
Fair value remeasurement of investments primarily derives from the Group's
investments in private equity, infrastructure and credit funds (including
CLOs). Details of the valuation of such investments are contained within note
3.
Fair value remeasurement of investments also includes the Group's share of CLO
interest income.
Other operating income
Other operating income includes fees and commissions receivable by the Group's
procurement consulting business and fees in relation to services provided to
fund portfolio companies for board members, where permitted under the relevant
fund partnership agreement. It also includes income earned from other
investments including, but not limited to, loans made to fund portfolio
companies. Interest income is accrued on the principal amount of the loans
based on the contractual interest rate.
Amounts are recognised in the Consolidated Statement of Profit or Loss on an
accrual basis.
(d) Deferred acquisition costs
Professional costs, particularly legal and other adviser costs, are incurred
when raising a new fund. Each fund partnership agreement dictates the
aggregate expense that can be recharged to the fund investors on the close of
a new fund. Costs in excess of the cap and any fees paid to placement agents
are capitalised as a current or non-current asset.
The benefit of the incurred costs for private equity funds is primarily
considered to be attributable to the period when the primary fund investment
activity is carried out. Therefore, the useful life of the asset is aligned to
the investment period of the fund which is between three and five years for
private equity funds.
For infrastructure funds, the useful life of the asset is considered the
commitment period for the fund, which is between two and six years.
For credit funds (non-CLOs), the period of portfolio construction is typically
longer, therefore a five-year useful life is used, which correlates with the
period over which the management fees build up to a maximum level.
Details are provided within note 17 (f).
(e) Personal benefits
Short-term employee benefits
Short-term employee benefits, which include employee salaries and bonuses, are
expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present or constructive
obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
Long-term employee benefits
Long-term employee benefits, which are those that are not expected to be
settled in full before 12 months after the period end in which the employee
renders the service that gives rise to the benefit, include certain long-term
bonuses. An expense is recognised over the period in which the related service
is provided. A liability is recognised for the amount expected to be paid if
the Group has a present or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can be
estimated reliably.
Accumulated holiday balances are accrued at each period end, if an employee's
entitlement is not used in full.
Defined contribution pensions
Amounts payable in respect of employers' contributions to the Group's defined
contribution pension scheme are recognised as employee expenses as incurred.
The assets of the scheme are held separately from those of the Group in an
independently administered fund.
Sponsored employee retirement savings plan
The Group sponsors a retirement savings plan whereby employees are entitled to
participate in the plan based upon satisfying certain eligibility
requirements. The Group may provide discretionary contributions from time to
time.
Share-based payments
The Group enters into both equity-settled and cash-settled share-based payment
arrangements with certain employees as compensation for the provision of their
services.
1) Equity-settled share-based payments
The cost of equity-settled share-based payments with employees is measured by
reference to the fair value at the date at which the awards are granted and is
recognised as an expense on a straight-line basis over the vesting period,
based on an estimate of the number of equity instruments that will eventually
vest. A corresponding credit is made to the share-based payment reserve within
equity.
In valuing equity-settled transactions, no account is taken of any non
market-based vesting conditions and no expense or investment is recognised
for awards that do not ultimately vest as a result of a failure to satisfy a
non market-based vesting condition.
At each reporting date, the Group revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in the Consolidated Statement of Profit or
Loss such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to equity.
Upon vesting of an equity instrument, the cumulative cost in the share-based
payments reserve is reclassified to retained earnings in equity.
2) Cash-settled share-based payments
The cost of cash-settled share-based payments is measured at fair value. Fair
value is estimated initially at the grant date and at each balance sheet date
thereafter until the awards are settled. Market-based performance conditions
are taken into account when determining fair value.
At each balance sheet date, the liability recognised is based on the fair
value of outstanding awards (ignoring non market-based vesting conditions),
along with any employment tax expected to be incurred by the Group and
management's estimate of the likelihood and extent of non market-based vesting
conditions being achieved.
Changes in the carrying amount of the liability are recognised in the
Consolidated Statement of Profit or Loss for the period.
(f) EBITDA
EBITDA means earnings before interest, taxes, depreciation and amortisation.
It is used to provide an overview of the profitability of the Group's business
and segments. Underlying EBITDA is calculated by deducting from EBITDA
exceptional expenses and certain adjusted items, such as adding back employee
share-based payments granted to a targeted group of employees to increase
employee ownership in the Group post-IPO, and fair value remeasurement of
investments attributable to third-party investors.
EBITDA and Underlying EBITDA are alternative performance measures and non-IFRS
measures, and are set out in Supplementary information: Alternative
performance measures (APMs).
The Group uses Underlying EBITDA as exceptional income or expenditure could
distort an understanding of the performance of the Group. Details of
exceptional items are set out in note 9.
(g) Leases
Group as lessee
The Group has applied IFRS 16 "Leases" ("IFRS 16") where the Group has
right-of-use of an asset under a lease contract for a period of more than 12
months. Such contracts represent leases of office premises where the Group is
a tenant.
The lease liability is initially measured at the net present value of future
lease payments that are not paid at the commencement date discounted using the
Group's incremental borrowing rate ("IBR") as the implicit rate is not readily
determinable for the rented office premises. The IBR reflects the rate that
the Group would have to pay to borrow the funds necessary to obtain an asset
of similar value to the right-of-use asset in a similar economic environment
with similar terms, security and conditions.
The lease liability is subsequently measured at amortised cost using the
effective interest method. Lease payments due within the next 12 months are
recognised within current liabilities. Payments due after 12 months are
recognised within non-current liabilities.
Right-of-use assets are recorded initially at cost and depreciated on a
straight-line basis over the length of the contractual lease term. Cost is
defined as the lease liabilities recognised plus any initial costs and
dilapidation provisions less any incentives received. Right-of-use assets are
included within property, plant and equipment in the Consolidated Statement of
Financial Position.
Group as lessor
Where the Group acts as an intermediate lessor by entering into a subletting
agreement and has transferred substantially all the risks and rewards
incidental to ownership of the underlying asset, the Group accounts for these
subleases as finance leases under IFRS 16. Such contracts represent subleases
of office premises.
At the commencement of a lease term, the Group derecognises the right-of-use
asset relating to the head lease and recognises the net investments in the
sublease as a receivable. The difference between the right-of-use asset and
the net investment in the sublease is recognised in profit or loss. The Group
uses the IBR used for the head lease to measure the net investment in the
lease (adjusted for any initial direct costs associated with the sublease).
During the term of the sublease, the Group recognises both finance income on
the sublease and finance expense on the head lease.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and leases of low-value assets. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the
lease term within operating expenses.
(h) Finance and other income and expenses
Finance and other income comprises interest earned on cash and term deposits,
finance income on sublease agreements and amounts receivable from related
party investors.
Finance and other expenses comprise interest on interest-bearing liabilities,
foreign exchange movements, finance expenses on lease liabilities, foreign
exchange losses, amounts due to third-party and related party investors and
the impact of the remeasurement of deferred contingent consideration and
associated discount unwind.
Interest income and expense is recognised using the effective interest rate
method. Recurring fees and charges levied on committed bank facilities are
charged to the Consolidated Statement of Profit or Loss as accrued. Credit
facility arrangement fees are capitalised and amortised to the Consolidated
Statement of Profit or Loss using the effective interest method over the term
of the facility.
(i) Exceptional items
Items of income and expense that are material by size and/or nature and are
not considered to be incurred in the normal course of business are classified
as 'exceptional' within the Consolidated and Company Statement of Profit or
Loss and disclosed separately to give a clearer presentation of the Group's
underlying financial performance. In considering the nature of an exceptional
item, management's assessment includes, both individually and collectively,
each of the following:
- whether the item is outside of the principal activities of the
business;
- the specific circumstances which have led to the item arising;
- the likelihood of recurrence; and
- if the item is likely to recur, whether the item is unusual by
virtue of its size.
(j) Taxation
Taxation expense for the period comprises current and deferred tax recognised
in the reporting period.
Current tax
Current tax is the amount of corporation tax payable in respect of the taxable
profit for the current or prior reporting periods. Tax is calculated on the
basis of tax rates and laws that have been enacted or substantively enacted by
the period end. Current tax is recognised in the Consolidated Statement of
Profit or Loss, except to the extent that it relates to items recognised in
other comprehensive income, or directly in equity. In this case, such portion
of current tax is recognised in other comprehensive income or directly in
equity accordingly.
Deferred tax
Deferred tax arises from temporary differences at the reporting date between
the carrying amounts of assets and liabilities and the amounts used for
taxation purposes.
Deferred tax is not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition of other
assets and liabilities in a transaction, other than a business combination,
that affects neither the tax nor the accounting profit.
Deferred tax liabilities are recognised for all taxable temporary differences.
Unrelieved tax losses and other deferred tax assets are only recognised when
it is probable that they will be recovered against the reversal of deferred
tax liabilities or other future taxable profits will be available against
which the deferred tax assets can be utilised.
Deferred tax assets and liabilities are calculated at the tax rates that are
expected to be applied to their respective period of realisation, provided
they are enacted or substantively enacted at the reporting date. Deferred tax
assets and liabilities are offset when there is a legally enforceable right of
set off, when they relate to income taxes levied by the same tax authority and
the Group intends to settle on a net basis. Changes in deferred tax assets or
liabilities are recognised as a component of tax expense in the Consolidated
Statement of Profit or Loss, except where they relate to items that are
charged or credited in other comprehensive income or directly to equity, in
which case the related deferred tax is also charged or credited directly to
equity, or to other comprehensive income.
Current or deferred taxation assets and liabilities are not discounted.
(k) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any provision for impairment. The cost includes the purchase price as well
as expenditure directly attributable to put the asset in place in order to be
used in accordance with the purpose of the acquisition.
Assets are depreciated to a residual value on a straight-line basis, over
their estimated useful lives as follows:
Asset class Useful life
Computers, furniture and other 3 to 6 years
Leasehold improvements Over the shorter of their useful economic life or the lease term
Property right-of-use assets Over the contractual lease term
The loss to reduce the carrying amount of any assets that are impaired is
recognised within the Consolidated Statement of Profit or Loss and reversed if
there are indications that the need for impairment is no longer present. The
carrying amount of an item of property, plant and equipment is derecognised
from the Consolidated Statement of Financial Position at disposal or when no
future economic benefits are expected from the use or disposal of the asset.
The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
(l) Intangible assets
Intangible assets that are acquired by the Group as part of an acquisition of
a business including customer relationship intangible assets,
right to carried interest and computer software, are recognised initially at
their estimated fair value at the acquisition date (which is regarded as
historical cost).
Software-as-a-Service contracts are only classified as intangible assets when
the recognition criteria are fulfilled; otherwise they are classified as
service contracts, and the costs are expensed as incurred within the profit or
loss account.
Subsequent to initial recognition, intangible assets are recorded at
historical cost less accumulated amortisation and any impairment losses.
The useful economic lives of intangible assets are assessed as either finite
or indefinite.
Intangible assets with finite lives are amortised on a straight-line basis
over the useful economic lives and assessed for impairment whenever there are
any indications that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset with a finite
useful life are reviewed at least annually. The amortisation expense on
intangible assets with finite lives is recognised in the Consolidated
Statement of Profit or Loss, within depreciation and amortisation.
Estimated useful economic lives by major class of assets are as follows:
Asset class Amortisation rate
Customer relationship intangible assets 5 to 10 years
Acquired carried interest intangible assets 3 to 15 years
Computer software Up to 5 years
(m) Business combinations and goodwill
Business combinations are accounted for by applying the acquisition method.
The cost of a business combination is the fair value of the consideration
given, of liabilities incurred or assumed and of equity instruments issued.
Costs attributable to the business combination are expensed in the
Consolidated Statement of Profit or Loss.
On acquisition of a business, fair values are attributed to the identifiable
assets, liabilities, and contingent liabilities. Intangible assets are only
recognised separately from goodwill where they are separable and arise from
contractual or other legal rights. Where the fair value of contingent
liabilities cannot be reliably measured, they are disclosed on the same basis
as other contingent liabilities.
Any contingent consideration to be transferred by the acquirer will be
recognised at fair value at the acquisition date. Contingent consideration
classified as an asset or liability that is a financial instrument and within
the scope of IFRS 9 "Financial Instruments" ("IFRS 9"), is measured at fair
value with the changes in fair value recognised in the Consolidated Statement
of Profit or Loss in accordance with IFRS 9.
Goodwill recognised represents the excess of the fair value of the purchase
consideration over the fair values to the Group's interest in the identifiable
assets, liabilities and contingent liabilities of the acquired business.
Goodwill is not amortised but is assessed for impairment annually or more
frequently if events or changes in circumstances indicate potential impairment
loss. Impairment is determined for goodwill by assessing the recoverable
amount of the Group's cash generating unit ("CGU") to which the goodwill
relates. When the recoverable amount of the CGU is less than its carrying
amount, an impairment loss is recognised in the Consolidated Statement of
Profit or Loss. Impairment losses relating to goodwill cannot be reversed in
future periods.
(n) Financial instruments
Financial assets
The Group's financial assets consist of fund investments, investments made by
CLOs consolidated by the Group, derivative financial instruments, other
investments, accounts receivable and other receivables, and cash and cash
equivalents.
The Company's financial assets consist of accounts receivable and other
receivables, and cash and cash equivalents.
1) Recognition and measurement
A financial asset is recognised when the Group or Company becomes party to the
contractual provisions of the instrument, which is generally on the trade
date.
The Group's financial assets are initially classified into one of three
measurement categories. The classification depends on how the asset is managed
(business model) and the characteristics of the asset's contractual cash
flows. The measurement categories for financial assets are as follows:
- fair value through profit or loss;
- fair value through other comprehensive income; and
- amortised cost.
2) Fair value through profit or loss
The Group's fund investments and the majority of the consolidated CLO assets
are measured at fair value through profit or loss as such assets are held for
investment returns. Gains or losses arising from changes in fair value are
recognised through fair value remeasurement of investments within the
Consolidated Statement of Profit or Loss along with interest received on the
consolidated CLO assets. Financial assets at fair value through profit or loss
are recognised when the Group enters into contracts with counterparties.
Derivative financial instruments are initially measured at fair value
determined using independent third-party valuations or quoted market prices on
the date on which the derivative contract is entered into and are subsequently
measured at fair value at each reporting date. The accounting policy for
derivative financial instruments is further discussed in the derivative
instruments and hedge accounting section below. Prior to their settlement,
derivatives are carried as a financial asset when the fair value is positive
and as a financial liability when fair value is negative.
3) Amortised cost
Financial assets are measured at amortised cost only if both of the following
criteria are met:
- the asset is held within a business model whose objective is to collect the
contractual cash flows; and
- the contractual terms give rise to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
The Group's trade and other receivables are short-term receivables relating to
non-financing transactions and are therefore subsequently measured at
amortised cost using the effective interest rate method. Receivables due in
more than one year are initially discounted to their present value using an
equivalent rate of interest that would be due on borrowings. The discount is
released over time to the Consolidated Statement of Profit or Loss.
Amounts receivable for sales of consolidated CLO assets awaiting settlement
are measured at amortised cost and are recognised at the point at which the
CLO has a contractual right to exchange cash.
Cash and cash equivalents, and term deposits with original maturities of more
than three months, are measured at amortised cost.
4) Impairment
Expected credit losses are calculated on financial assets measured at
amortised cost and are recognised within the Consolidated Statement of Profit
or Loss. For trade and other receivables (including lease receivables) the
Group and Company apply the simplified approach and the practical expedient
permitted by IFRS 9. The allowance is based on historic experience of
collection rates over the expected life of trade receivables, adjusted for
forward-looking factors specific to each counterparty and the economic
environment at large, to create an expected loss matrix.
5) Derecognition
A financial asset is derecognised when the contractual rights to the cash
flows from the asset expire, or when the Group or Company transfers the rights
to receive the contractual cash flows in a transaction in which substantially
all the risks and rewards of ownership of the financial asset are transferred.
On derecognition of a financial asset in its entirety, the difference between
the asset's carrying value amount and the sum of the consideration received
and receivable is recognised in the Consolidated Statement of Profit or Loss.
Financial liabilities
The Group and the Company's financial liabilities include certain trade and
other payables, borrowings and derivative and other financial liabilities.
1) Recognition
A financial liability is recognised when the Group becomes party to the
contractual provisions of the instrument.
2) Classification and measurement
All financial liabilities are recognised initially at fair value and, in the
case of borrowings and payables, net of directly attributable transaction
costs.
For the purposes of subsequent measurement, financial liabilities are
classified into two categories:
- financial liabilities at fair value through profit or loss; and
- financial liabilities at amortised cost.
3) Fair value through profit or loss
Derivative financial liabilities are initially recognised and subsequently
measured at each reporting date at fair value.
The majority of the liabilities of CLOs which are consolidated by the Group
are designated as financial liabilities that are measured at fair value
through profit or loss. Financial liabilities at fair value through profit or
loss relate to CLOs that are initially recognised and subsequently measured
on a recurring basis at fair value with gains or losses arising from changes
in fair value recognised through the fair value remeasurement of investments
line within the Consolidated Statement of Profit or Loss along with interest
paid on the CLO financial liabilities. The effect of the Group's own credit
risk on liabilities of the consolidated CLOs is not recognised in other
comprehensive income as the effect would create an accounting mismatch in
profit or loss.
Deferred contingent consideration payable due to business combinations is
measured at fair value through profit or loss with gains or losses from fair
value remeasurement recognised in finance and other income/(expense).
CLO repurchase agreements and other amounts payable to related and third-party
investors which represent the residual profits due to related and third-party
investors are held at fair value through profit or loss with the corresponding
assets being measured at fair value.
4) Amortised cost
After initial recognition financial liabilities recorded at amortised cost are
subsequently measured at amortised cost using the effective interest rate
method. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the
effective interest rate. The effective interest rate amortisation is included
as finance costs in the Consolidated Statement of Profit or Loss. Borrowings
(other than those designated to be measured at fair value through profit or
loss) and trade and other payables are subsequently measured at amortised cost
using the effective interest rate method, which approximates fair value.
Amounts payable for purchases of consolidated CLO assets awaiting settlement
are measured at amortised cost and are recognised at the point at which the
CLO has a contractual obligation to exchange cash.
5) Derecognition
The Group and Company derecognise financial liabilities when, and only when,
the Group's or Company's obligations are discharged, cancelled or expire.
Derivative instruments and hedge accounting
For derivatives designated as a cash flow hedging instrument, during the
hedging relationship the effective portion of the fair value movements on the
hedging instrument is recognised in other comprehensive income and within
other reserves within equity. Any ineffective portion is recognised
immediately in profit or loss as a gain or loss within finance and other
income or expenses. If the hedged item does not lead to the recognition of a
non-financial asset or liability, accumulated amounts recognised in equity are
reclassified to profit or loss when the hedged future cash flows affect profit
or loss. If the hedged item subsequently results in the recognition of a
non-financial asset or liability, the accumulated amounts in equity are
removed from equity and incorporated directly as a basis adjustment to the
carrying amount.
For derivatives that are not designated as cash flow hedges, all fair value
movements are recognised in the Consolidated Statement of Profit or Loss.
Where a derivative relates to a hedge of investments in foreign currencies,
the profit or loss on the revaluation of the hedging instrument is
recognised together with the investment returns in the Consolidated Statement
of Profit or Loss.
(o) Investments in subsidiaries
Investments in subsidiaries in the Company Statement of Financial Position are
recorded at cost less provision for impairments. All transactions between the
Company and its subsidiary undertakings are classified as related party
transactions for the Company accounts and are eliminated on consolidation for
the Group.
(p) Investments in associates
Associates are entities such as funds or carried interest partnerships in
which the Group has an investment and over which it has significant influence,
but not control, through participation in the financial and operating policy
decisions at the entity.
Investments in associates are designated to be measured at fair value through
profit or loss. The investments are recorded at fair value of fund investment
or carried interest receivable within the Group Consolidated Statement of
Financial Position. Any gains or losses are recognised within fair value
remeasurement of investments in the Consolidated Statement of Profit or Loss.
(q) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and call deposits, and other
short-term highly liquid investments including term deposits with original
maturities of three months or less and investments in money market funds which
are readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Cash belonging to consolidated CLOs and fund vehicles is cash held by fund
vehicles consolidated by the Group and is not available for the Group's other
operating activities.
Term deposits with original maturities of three months or more are not
included in cash equivalents and are presented separately on the Consolidated
and Company Statement of Financial Position.
(r) Dividends and other distributions
Dividends and other distributions to the equity holders of the Company and
non-controlling interests are recognised in the period in which the dividends
and other distributions are declared and, if relevant, approved by the
shareholders. These amounts are recognised in the Statement of Changes in
Equity.
(s) Own shares
Own shares are recorded by the Group when ordinary shares in the capital of
the Company are purchased through special purpose vehicles which have the
purpose of purchasing and holding shares of the Company, whether from
employees who have left the employment of the Group or for other reasons.
The special purpose vehicles include Atlantic SAV Limited, Atlantic SAV 2
Limited and the Bridgepoint Group plc Employee Benefit Trust. These entities
are aggregated together within the financial statements of the Company and are
consolidated within the Group financial statements.
Own shares are held at cost and their purchase reduces the Group's net assets
by the amount spent. They are recognised as a deduction from retained
earnings.
When shares vest or are cancelled, they are transferred from own shares to the
retained earnings reserve at their weighted average cost.
No gain or loss is recognised on the purchase, sale, issue or cancellation of
the Company's own shares.
3 Critical judgements in the application of accounting policies and key
sources of estimation uncertainty
The judgements and other key sources of estimation uncertainty at the
reporting date, which may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year, are summarised below. The Group's estimates and assumptions
are based on historical experience and expectations of future events and are
reviewed periodically. The actual outcome may be materially different from
that anticipated.
(a) Judgements
Consolidation of fund investments
The Directors have considered whether the Group should consolidate the funds
in which it holds investments into the consolidated financial statements.
Control is determined by the extent of decision-making authority, rights held
by other parties, remuneration and exposure to returns.
The Directors have assessed the legal nature of the relationships between the
Group, the relevant fund and fund investors and have determined that as the
manager, the Group has the power to influence the returns generated by the
fund, but that the Group's interests typically represent only a small
proportion of the total capital within each funds (c. 2% of commitments). The
Directors have therefore concluded that the Group acts as an agent which is
primarily engaged to act on behalf, and for the benefit, of the fund investors
rather than act for its own benefit and therefore the funds are not
consolidated into the Group's consolidated financial statements.
Consolidation of CLOs
The Group holds investments in the senior and subordinated notes of CLOs that
it manages, predominantly driven by risk-retention regulations. As the Group
has power as the asset manager to impact the returns of the vehicles, the
level of exposure to variable returns from its involvement as an investor in
the notes requires assessment as to whether this indicates that the Group has
a principal or agent relationship and therefore whether the CLO should be
consolidated under IFRS 10 "Consolidated Financial Statements" ("IFRS 10").
The subordinated notes of CLOs are the tranche that is most exposed to the
risk of portfolio assets failing to pay as they are the first to absorb any
losses. As a result, the Group's consideration of exposure to variable returns
focuses on its interest in the equity tranches.
The assets and liabilities of the CLO are held within separate legal entities
and, as a result, the liabilities of the CLO are non-recourse to the Group.
The consolidation of the CLO results in a significant gross-up on the Group's
assets and liabilities, which are shown gross on the face of the Consolidated
Statement of Financial Position and Consolidated Statement of Cash Flows as
separate lines but has no net effect on the profit or loss or net assets.
Details of the assets and liabilities are included in notes 17 and 18 and
non-statutory and an unaudited Consolidated Statement of Financial Position
and Consolidated Statement of Cash Flows excluding the consolidation of CLOs
and other third-party investors are included in the supplementary information,
alternative performance measures (APMs) section.
The Group invests in subordinated notes in Bridgepoint CLO 1 DAC ("CLO 1"),
Bridgepoint CLO 3 DAC ("CLO 3"), Bridgepoint CLO IV DAC ("CLO IV"),
Bridgepoint CLO V DAC ("CLO V"), Bridgepoint CLO VI DAC ("CLO VI"),
Bridgepoint CLO VII DAC ("CLO VII"), Bridgepoint CLO VIII DAC ("CLO VIII") and
Bridgepoint CLO IX DAC ("CLO IX"), and so the Group has exposure to variable
returns. The Group holds the majority of the subordinated notes in CLO 1, CLO
3, CLO IV, CLO V, CLO VI, CLO VII, CLO VIII and CLO IX, and the Directors have
therefore concluded that the Group acts as principal and should consolidate.
The construction of Bridgepoint CLO X DAC ("CLO X") commenced during the year
and remained in warehousing as at 31 December 2025, as the underlying assets
were being accumulated in a temporary warehouse structure prior to the CLO's
pricing and closing. As the Group held a majority interest in the warehouse
equity, the Group also fully consolidates CLO X. Bridgepoint CLO 2 DAC ("CLO
2") is not consolidated in the financial statements of the Group at
31 December 2025 as the Group's exposure to variable returns is only 5% of
the subordinated notes.
Name of CLOs Group interest in the subordinated notes Group share Consolidation Nature of the entity
of CLO treatment at YE24
Bridgepoint CLO 1 DAC 55.2% 5.0% Consolidated Subordinated notes in the residual class
Bridgepoint CLO 2 DAC 5.1% 5.0% Not consolidated Subordinated notes in the residual class
Bridgepoint CLO 3 DAC 58.8% 9.6% Consolidated Subordinated notes in the residual class
Bridgepoint CLO IV DAC 74.9% 5.9% Consolidated Subordinated notes in the residual class
Bridgepoint CLO V DAC 66.2% 11.0% Consolidated Subordinated notes in the residual class
Bridgepoint CLO VI DAC 68.4% 9.7% Consolidated Subordinated notes in the residual class
Bridgepoint CLO VII DAC 64.6% 5.0% Consolidated Subordinated notes in the residual class
Bridgepoint CLO VIII DAC 65.8% 5.0% Consolidated Subordinated notes in the residual class
Bridgepoint CLO IX DAC 50.7% 8.5% Consolidated Subordinated notes in the residual class
Bridgepoint CLO X DAC 50.0% n/a Consolidated Warehouse entity
The Group designates the amounts attributable to the third-party investors
through their holdings in notes of the CLOs as financial liabilities at fair
value through profit or loss.
Consolidation of Carried Interest Partnerships or General Partnerships
As a fund manager to its funds, the Group participates in carried interest
schemes through Carried Interest Partnerships ("CIP") or General Partnerships
("GP"), the other participants in which might include certain Group employees
and others connected to the underlying fund. These vehicles have two purposes:
to facilitate payments of carried interest from the fund to carried interest
participants, and in some cases to facilitate individual co-investment into
the funds.
The Directors have undertaken a control assessment of each relevant CIP or GP
in accordance with IFRS 10 to consider whether they should consolidate the
relevant CIP or GP.
The Directors have considered the contractual nature of the relationships
between the relevant fund and the CIP or GP (and its underlying participants).
The purpose and design of the relevant CIP or GP and the carry rights in the
fund are generally determined at the outset by the fund partnership agreement
which requires investor agreement and incentivises individuals to enhance
performance of the underlying fund in line with investor expectations.
The Group has limited power over the relevant Adjudication Committee or other
governance authority connected to the relevant CIP or GP, which makes
decisions about allocation of the carried interest, but these powers do not
give the Group control.
In addition, the Directors have also considered the variability of returns of
the relevant CIP or GP. The variable returns are shared between the carried
interest participants and the Group is exposed to below 50% of variable
returns.
The Directors have concluded that the Group does not control the relevant CIP
or GP because of the predetermined contractual nature of the relevant CIP or
GP, the Group's limited powers over the relevant Adjudication Committee or
governance authority and limited exposure to the variable returns of the
relevant CIP or GP. However, when the Group has a share of 20% or more of the
rights to the carried interest, the Group is considered to have significant
influence and in this case the relevant CIP or GP is accounted for as an
associate. Details of the associates are set out within note 29 (d).
Consolidation of employee share partnership
On listing, the founder employee shareholders created a separate ring-fenced
vehicle, Burgundy Investments Holdings LP (the "Burgundy Partnership"). The
Burgundy Partnership is a pool of assets, comprising the Company's shares. The
shares were contributed by founder employee shareholders who elect to donate a
portion of their shares to the Burgundy Partnership. This pool is ringfenced
for allocation to current and future employees in the business, as a means of
allowing them to build a meaningful long-term shareholding in the Bridgepoint
Group and reflect the opportunities that previous employees were offered.
Certain existing and former employee shareholders prior to listing, and
certain other employees and related persons wholly own the interest in the
Burgundy Partnership.
The Group does not have any direct economic interest in the Burgundy
Partnership, and awards of new points to existing and future employees are
made by the Advisory Committee of the Burgundy Partnership, which is made up
of certain employee shareholder representatives. As such, the Group does not
have power over the allocation of the points or to affect those returns
through its power.
The Directors have considered the requirements of IFRS 10 to determine whether
they should consolidate the Burgundy Partnership. As the Group does not have
power over the Burgundy Partnership and no exposure to its variable returns,
the Directors have concluded that the Burgundy Partnership should not be
consolidated.
(b) Estimates
Recognition and measurement of carried interest revenue
Carried interest revenue is only recognised to the extent it is highly
probable that there would not be a significant reversal of any accumulated
revenue recognised on the completion of a fund.
In determining the amount of revenue to be recognised the Group is required to
make assumptions and estimates regarding: 1) whether or not revenue should be
recognised; and 2) the timing and measurement of such amounts.
The Group bases its assessment on the best available information pertaining to
the funds and the activity of the underlying assets within that fund. This
includes the current fund valuation and internal forecasts on the expected
timing of disposal of fund assets.
For private equity and infrastructure funds, constraints on estimating the
revenue are incorporated through the application of discounts of 15% to 50%
(2024: 15% to 40%) to the unrealised fair values of investments where the
cumulative value of the distributions to investors and unrealised fair value
of investments of a fund exceeds the relevant carried interest hurdle (being
the contractual minimum return for fund investors).
For credit funds, which are more sensitive to the performance of individual
investments within the portfolio, only funds that have either reached their
hurdle or are expected to do so imminently are modelled on the same basis.
The discount applied for each fund depends on the stage and maturity profile
of the fund, and therefore recognises the de-risking of the income over time.
It also takes into account diversity of assets, whether there has been a
recent market correction (and whether this has been already factored into the
valuation of the fund) and the expected average remaining holding period.
Reasons for a higher discount may include where the fund has not yet completed
its construction, has not yet returned its original capital commitments and
there is the potential for the hurdle to grow further, or there is a higher
level of perceived risk (fund specific or macro-economic). Reasons for a lower
discount include where a fund has returned its capital commitments and the
hurdle has stopped or where the fund has already started to pay carry. The
levels of discounts applied are reassessed annually.
The weighted average discount at 31 December 2025 to the notional carried
interest due to the Group based on unrealised fair value of investments in
relevant funds is 57% (2024: 47%) resulting in a carried interest receivable
of £148.9m (2024: £113.3m).
If the average discount was to increase by 10% this would reduce carried
interest income by £34.9m. If the average discount was to decrease by 10%
this would increase carried interest income by £34.9m.
Valuation of fund investments at fair value
Fund investments at fair value consist of investments in private equity,
credit and infrastructure funds. The investments are fair valued using the net
asset value of each fund, determined by the fund manager. These funds are
invested into direct and indirect equity and debt investments.
Portfolio assets within each fund are stated at fair value as determined in
good faith by the fund manager in accordance with the terms of each fund
partnership agreement and the International Private Equity and Venture Capital
Valuation Guidelines ("IPEV") and are reviewed and approved by the relevant
fund valuation committee. The valuations provided by the fund manager
typically reflect the fair value of the Group's proportionate share of the
capital account balance of each investment as at the reporting date or the
latest available date.
The market approach is typically used for the valuation of the assets held by
the funds. This comprises valuation techniques such as comparable company or
transaction multiples. A market comparable approach uses quoted market prices
or third-party quotes for similar instruments or relevant recent transactions
to determine the fair value of a financial asset. A multiples approach can be
used in the valuation of less-liquid securities, which typically form the
majority of assets within a private equity, credit or infrastructure fund.
Comparable companies and other multiples techniques assume that the valuation
of unquoted direct investments can be assessed by comparing performance
measure multiples of similar quoted assets for which observable market prices
are readily available. Comparable public companies are selected based on
factors such as industry, size, stage of development and strategy. The most
appropriate performance measure for determining the valuation of the relevant
investment is selected (which may include EBITDA or book values). Trading
multiples for each comparable company identified are then calculated by
dividing the value of the comparable company by the defined performance
measure. Comparable transactions are selected based on factors such as
industry, size, geography, timing and nature of the transaction. The relevant
trading multiples or transaction multiples might be subject to adjustment for
general qualitative differences such as liquidity, growth rate or quality of
customer base between the valued direct investment and the group of comparable
companies or transactions. The fair value of the direct investment is
determined by applying the relevant adjusted multiple to the identified
performance measure of the valued company. Where available, valuation
techniques use market-observable assumptions and inputs. If such information
is not available, inputs may be derived by reference to similar assets and
active markets or from recent prices for comparable transactions data. When
measuring fair value, the fund manager selects the non-market-observable
inputs to be used in its valuation techniques based on a combination of
historical experience, deviation of input levels based upon similar
investments with observable price levels and knowledge of current market
conditions and valuation approaches.
Within its valuation techniques the fund manager typically uses different
unobservable input factors. Significant unobservable inputs include EBITDA
multiples (based on budget/forward-looking EBITDA or historical EBITDA of the
issuer and EBITDA multiples of comparable listed companies for an equivalent
period), discount rates, price/earnings ratios and enterprise value/sales
multiples. The fund manager also considers the original transaction prices,
recent transactions in the same or similar instruments and completed
third-party transactions in comparable instruments and adjusts the model as
deemed necessary.
A discounted cash flow approach may also be used for the valuation of assets
held by infrastructure funds. Under a discounted cash flow approach the fair
value is determined by converting expected future cash flows (or earnings) to
a present value. The discount rate is a key unobservable input in determining
the valuation and reflects market conditions, the risk profile of the cash
flows, and the time value of money.
The fund manager takes into account sustainability-related factors such as
climate change into the valuation of investments and, to the extent necessary,
makes adjustments to the relevant performance measures or multiples where
demand or costs for a portfolio company could be impacted.
Debt instruments may be valued using the market approach, independent loan
pricing sources or amortised cost, which requires the determination of the
effective interest rate from a number of inputs, including an estimation of
the expected maturity of each loan.
Due to the level of unobservable inputs within the determination of the
valuation of individual assets within each fund, and the lack of an observable
price for each investment in a fund, fund investments at fair value are
classified as level 3 financial assets under IFRS 13 "Fair Value Measurement"
("IFRS 13").
Further detail on the valuation methodologies, inputs and the number of fund
investments valued using each technique, along with a sensitivity analysis of
the impact of a change in the fair value of fund investments is included
within note 20 (d) and 20 (e).
Valuation of CLO assets and liabilities
Consolidated CLO assets, which consist of loans, are valued using independent
loan pricing sources. To the extent that the significant inputs are
observable, the Group categorises these investments as level 2 financial
assets under IFRS 13. The valuation methodology for the Group's investment in
the various CLO notes is based upon discounted cash flow models with
unobservable market data inputs, such as asset coupons, constant annual
default rates, prepayment rates, reinvestment rates, recovery rates and
discount rates and they are therefore considered level 3 financial assets.
The consolidated CLO liabilities, consisting of notes issued to third-party
investors, are valued in line with the fair value of the relevant CLO's loan
asset portfolios. CLOs are constructed to distribute all proceeds generated
from their assets to the note holders of the CLO and thus do not generate any
residual profit. The consolidated liabilities are therefore measured at par
and are adjusted in order to match the value of the asset portfolio, with any
adjustment applied to the note liabilities in order of ascending seniority.
The Group's investments in CLO notes of consolidated CLO vehicles are
eliminated on consolidation based on the valuation of the investments as
determined by the discounted cash flow models as described above. A
sensitivity analysis has been included within note 20 (e).
Measurement of intangible assets, useful lives and impairment
The fair value of acquired intangible assets (and therefore the resulting
goodwill recognised on acquisition) is significantly affected by a number of
factors. These include management's best estimates of future performance (i.e.
forecast revenue, expected revenue attrition, forecast operating margin), any
contributory asset changes and estimates of the return required to determine
an appropriate discount rate (in order to calculate the net present value of
the assets).
i) Goodwill and intangible assets recognised from the acquisition of EQT
Credit
A customer relationship asset was recognised following the Group's acquisition
of EQT Credit in October 2020, to reflect the value of current investor
relationships to the Group in the future.
At the time of the acquisition, the cost of the acquired customer relationship
was measured at fair value by discounting estimated contractual future cash
flows over a period in which the customer was expected to remain invested
within the Group's funds. Key assumptions in the model included forecast
earnings for 2021 to 2025, a growth rate applied from 2025 onwards which was
based upon the long-term operating plan for the business, an investor
reinvestment rate from one fund to another, and a pre-tax discount rate of
10.5% which was calculated by using comparable company information.
The useful life of the intangible assets arising from this transaction has
been determined as seven years, which represents the period over which the net
present value of cash flows from the acquired customer relationships reduce to
nil.
Goodwill that arose from the acquisition of EQT Credit is assessed for
impairment annually or more frequently if events or changes in circumstances
indicate potential impairment loss. It has been determined that the lowest
level of CGU used to assess impairment is the credit business segment.
ii) Intangible assets recognised from acquisitions
Two intangible assets were recognised as separable assets following the
acquisition of ECP in August 2024. The first was an intangible asset related
to the customer relationships, and the second related to the acquired right to
future carried interest from existing funds.
At the time of acquisition the cost of the customer relationship intangible
asset was measured at fair value by discounting estimated contractual future
cash flows expected to be earned from each individual investor from their
current commitments and the expected level of reinvestment in future funds
over a period. Key assumptions in the model included forecast earnings for
2024 to 2031, an investor reinvestment rate from one fund to another, and a
pre-tax discount rate of 25.0%.
The Group also recognised the acquired right to any future carry that is
anticipated from certain funds as an intangible asset. At the time of
acquisition the cost of the rights to the future carry was measured at fair
value by using a probability-weighted expected returns discounted cash flow
approach, which contains a range of possible outcomes and key assumptions such
as cash flow projections for 2024 to 2033 and a weighted average pre-tax
discount rate of 17.7%.
The useful life of the customer relationship and acquired right to future
carried interest intangible assets arising from the ECP transaction has been
determined as 7 years and 3 to 15 years, respectively.
Goodwill arising from the acquisition of ECP is assessed for impairment
annually or more frequently if events or changes in circumstances indicate
potential impairment loss. It has been determined that the lowest level of CGU
used to assess impairment is the infrastructure business segment.
Further details of the valuation of intangible assets arising from the
acquisition of ECP are included in the purchase price allocations which have
been prepared in accordance with IFRS 3 "Business Combinations" ("IFRS 3").
A sensitivity analysis of goodwill and the intangible asset has been included
within note 15.
An entitlement to carry was acquired from a third-party investor in May 2025
in connection with which the Group recognised an intangible asset in respect
of additional rights to future carried interest in ECP funds. Judgement was
required in concluding that these rights met the definition of an intangible
asset under IAS 38, "Intangible Assets" ("IAS 38"), given their non-monetary
nature and the dependency of cash flows on future fundraising and fund
performance.
Significant estimation is involved in measuring the carrying amount of this
asset, including assumptions regarding future fee paying commitments, fund
performance, the timing and probability of carried interest crystallisation
and the discount rate applied. A useful economic life of 15 years has been
determined reflecting the expected pattern of economic benefits. Changes in
these assumptions could result in material adjustments to amortisation charges
or impairment in future periods.
Measurement of deferred contingent consideration payable
Under the ECP transaction purchase and sale agreement, the Group has an
obligation to settle an amount of deferred contingent consideration by
reference to future contracted management fees at the reference date. The
amount payable has been recognised based upon management's current best
estimate of future fundraising and implied share price, discounted to present
value. A sensitivity analysis has been included within note 20 (e).
4 Business combinations
During the year ended 31 December 2025, the completion accounts relating to
the ECP acquisition were agreed, resulting in a £10.5m ($13.5m) reduction in
the final cash consideration.
In accordance with IFRS 3, the adjustment has been accounted for as a
measurement period adjustment and recognised by revising the provisional
amounts recognised at the acquisition date in 2024. As at 31 December 2024,
the adjustment reduced goodwill by £9.0m and increased net assets by £1.9m.
Comparative information in the Consolidated Statements of Financial Position
and Consolidated Statement of Changes in Equity for the year ended
31 December 2024 has been restated accordingly. There was no impact on profit
or loss for the year ended 31 December 2024.
5 Operating segments
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 Executive Directors are considered to be the chief operating decision
maker of the Group, which is divided into operating segments based on how key
management reviews and evaluates the operation and performance of the
business.
The Group's operations are divided into two groups, the core business,
consisting of the private equity, credit and infrastructure fund management
and associated central support, and other. Other includes the Group's
procurement consulting business and costs relating to strategic projects.
The Group's core operations are divided into three business segments: private
equity, credit and infrastructure. The operations of the business segments
consist of providing investment management services to the relevant funds and
their investors. The investment management services comprise identification
and structuring of new investments, the monitoring of investments and the sale
and exit from investments. The three business segments are supported by the
central support functions which include investor relations, head office,
finance, human resources, IT and marketing.
Segmental income and profit before tax analysis
The Executive Directors assess the operating segments based on the line items
below, primarily on operating income and underlying EBITDA. The underlying
EBITDA for each segment, together with depreciation and amortisation and net
finance and other income or expenses, forms profit before tax. Depreciation,
finance and other income, finance and other expenses, exceptional items and
the share-based payment expenses excluded from underlying EBITDA are not
allocated to operating segments and are included in the Group total.
Group
Year Ended 31 December 2025 Private Equity Credit Infrastructure Central Total Core Total Other Exceptional and adjusted items Reported total Group
£ m
£ m
£ m
£ m
£ m
£ m
£ m
£ m
Management and other fees 241.3 69.9 112.6 3.2 427.0 - (11.0) 416.0
Carried interest 33.3 1.4 25.3 - 60.0 - 60.0
Fair value remeasurement of investments 37.2 13.2 40.1 14.6 105.1 - 48.1 153.2
Other operating income - - 0.1 - 0.1 0.6 - 0.7
Total operating income 311.8 84.5 178.1 17.8 592.2 0.6 37.1 629.9
Personnel expenses (74.5) (27.7) (52.1) (65.3) (219.6 (0.5) (82.1) (302.2)
Other operating expenses (20.4) (9.1) (12.3) (25.9) (67.7) (0.2) (17.1) (85.0)
EBITDA 216.9 47.7 113.7 (73.4) 304.9 (0.1) (62.1) 242.7
Depreciation and amortisation (64.9)
Net finance and other income and expenses (92.1)
Profit before tax 85.7
Group
Year Ended 31 December 2024 Private Equity Credit Infrastructure Central Total Core Total Other Exceptional and adjusted items Reported total Group
£ m
£ m
£ m
£ m
£ m
£ m
£ m
£ m
Management and other fees 238.8 61.3 33.0 2.9 336.0 - (6.8) 329.2
Carried interest 28.0 - 31.1 - 59.1 - - 59.1
Fair value remeasurement of investments 8.8 14.4 8.4 - 31.6 - 7.2 38.8
Other operating income 0.2 - - - 0.2 0.8 - 1.0
Total operating income 275.8 75.7 72.5 2.9 426.9 0.8 0.4 428.1
Personnel expenses (69.9) (23.9) (15.2) (48.0) (157.0) (0.8) (56.8) (214.6)
Other operating expenses (23.3) (6.9) (3.5) (22.6) (56.3) (0.1) (10.9) (67.3)
EBITDA 182.6 44.9 53.8 (67.7) 213.6 (0.1) (67.3) 146.2
Depreciation and amortisation (36.2)
Net finance and other income and expenses (29.3)
Profit before tax 80.7
Geographical analysis and customer concentrations
The Group's total operating income disaggregated by geographical location of
service provided is as follows:
Year Ended 31 December 2025 2024
£ m
£ m
UK 343.2 264.7
USA 178.0 72.5
EU countries 108.7 90.9
Total operating income 629.9 428.1
No single fund investor constitutes more than 10% of assets under management.
Assets and liabilities analysis
The Group's Consolidated Statement of Financial Position is managed as a
single unit rather than by segment. The only distinction for the business
segments relates to the Group's investments in funds, carried interest
receivable and other investments, which can be between private equity, credit
(further split between investments attributable to the Group and to
third-party investors) and infrastructure.
Group
2025 2024
£ m £ m
Investments:
Private equity (investments in funds, excluding those attributable to 440.8 470.8
third-party investors)
Private equity (investments in funds attributable to third-party investors) 241.8 110.6
Credit (investments in funds, including CLOs, excluding those attributable to 152.7 142.0
third-party investors)
Credit (CLO assets attributable to third-party investors) 2,747.2 1,893.3
Credit (other investments) 24.5 -
Infrastructure (investments in funds) 149.9 127.1
Total investments 3,756.9 2,743.8
Carried interest receivable:
Private equity 64.4 49.0
Credit 2.6 2.5
Infrastructure 81.9 61.8
Total carried interest receivable 148.9 113.3
6 Operating income
Operating income primarily comprises management and other fees, carried
interest income and investment income from the management of, and investment
in, private equity, infrastructure and credit fund partnerships.
Management and other fees
Management and other fees are presented net of the profit or loss impact of
the settlement of foreign exchange hedging used to limit the volatility of
foreign exchange on fees earned in euros or US dollars.
Group
2025 2024
£ m £ m
Management and other fees before settlement of foreign exchange hedges 410.0 325.7
Settlement of foreign exchange hedges 6.0 3.5
Total management and other fees 416.0 329.2
Carried interest
The amount of carried interest recognised in operating income and the carrying
value of the related asset is sensitive to the fair value of unrealised
investments within each fund. The reversal risk in carried interest income,
which is accounted for under IFRS 15, is managed through the application of
discounts of 15% to 50% to the fair value of the fund investments and the
later recognition of carried interest relating to credit funds.
A sensitivity analysis of the average discount rate on the carried interest
income is included in note 3 (b).
Fair value remeasurement of investments
Fair value remeasurement of investments consists of net changes in the fair
value of the Group's investments in private equity, credit and infrastructure
funds.
Fair value remeasurement of investments is presented net of the profit or loss
impact of the remeasurement of foreign exchange hedging used to limit the
volatility of foreign exchange on investment income earned in euros or US
dollars.
Group
2025 2024
£ m £ m
Fair value remeasurement of investments before remeasurement of foreign 158.5 35.3
exchange hedges
Remeasurement of foreign exchange hedges (5.3) 3.5
Fair value remeasurement of investments 153.2 38.8
Fair value remeasurement of investments includes the remeasurement of the fair
value of investments in CLOs which are fully consolidated by the Group. The
CLO investment expense is the amount of investment income due to third-party
note holders who have invested in the CLOs which are fully consolidated by the
Group.
Group
2025 2024
£ m £ m
CLO investment income 147.1 128.1
CLO investment expense (135.0) (115.5)
Net CLO investment income 12.1 12.6
The table above excludes the fair value remeasurement of sale and repurchase
arrangements of the Group's interests in CLO 2 and CLO 3. Further details are
set out in note 17 (d).
Note 20 (e) includes a sensitivity analysis for co-investment valuations and
the impact on profit or loss.
7 Personnel expenses
Aggregate personnel expenses (including Directors' remuneration) in each year
were as follows:
Group
2025 2024
£ m £ m
Wages and bonuses 187.8 126.9
Social security 24.5 20.3
Pensions 7.1 3.2
Share-based payments 64.7 49.6
Other employee expenses 18.1 14.6
Total personnel expenses 302.2 214.6
Total personnel expenses include £77.8m (2024: £50.9m) of exceptional
expenses, and accordingly are excluded from the calculation of underlying
profitability measures. See note 9 for further details.
(a) Share-based payments
The total charge to the Consolidated Statement of Profit or Loss for the year
was £64.7m (2024: £49.6m) and this was credited to the share-based payments
reserve in equity for an equity-settled award or recognised as a liability for
a cash-settled award. Of the total share-based payment expense, £1.1m (2024:
£0.6m) relates to the A3 share award, restricted share plan and deferral
share schemes, which are included in underlying profitability measures. £3.5m
(2024: £5.2m) relates to the long-term incentive plan introduced following
the IPO to increase employee ownership in the Group for a targeted group of
employees (adjusted expenses). £60.1m (2024: £43.0m) relates to the ECP
transaction (exceptional expenses). Those amounts are excluded from underlying
metrics for the reasons explained in the Alternative Performance Measures
section.
Partnership units issued as part of ECP acquisition
The Group issued 185.0m units in Bridgepoint OP LP to the vendors of ECP on
the ECP acquisition date, 20 August 2024, under the relevant purchase and sale
agreement. Of those 170.1m units are not subject to employee performance
conditions (vesting terms). Therefore they are considered part of the total
consideration.
The remaining 14.9m units are treated as an equity-settled share-based payment
under IFRS 2 "Share-based Payment" ("IFRS 2") and are subject to staggered
vesting over four years from closing. The awards are initially recognised at
their fair value of £3.03 per unit based on the Company's share price
at the grant date.
Number of units Weighted average fair value per share granted (£)
Group and Company 2025 2024 2025 2024
Rights outstanding at beginning of the period 14,929,500 - 3.03 N/A
Granted - 14,929,500 N/A 3.0
Forfeited - - N/A N/A
Vested - - N/A N/A
Rights outstanding (unvested) at the end of the period 14,929,500 14,929,500 3.03 3.03
A total expense of £10.9m (2024: £4.1m) has been recognised in personnel
expense during the year. It is considered exceptional and therefore is
excluded from underlying profitability measures.
Restricted stock units ("RSUs") issued as part of the ECP acquisition
Under the purchase and sale agreement relating to the ECP acquisition, the
Group has established an incentive equity plan for employees of ECP and some
service providers to ECP. RSUs that are issued to employees will result in the
issue of shares in the capital of the Company post vesting. Therefore RSUs are
treated as an equity-settled share-based payment under IFRS 2. The awards are
initially recognised at their fair value based on the Company's share price
at the grant date.
In 2025, 11.5m RSUs were granted, which vest over four years from the grant
date. In 2024, 8.5m RSU awards were granted. Of these, 7.6m vested immediately
upon completion of the ECP transaction, and the remaining 52.2m (2024: 42.4m)
RSUs vest over five years from completion.
The awards entitle the RSU holders to receive dividend cash equivalents, which
are reflected in the calculation of their fair value at the grant date. Over
the vesting period, the Group recognises a personnel expense.
Number of shares Weighted average fair value per share granted (£)
Group and Company 2025 2024 2025 2024
Rights outstanding at beginning of the period 42,379,775 - 3.03 N/A
Granted 11,478,985 49,993,600 2.74 3.03
Forfeited (1,650,480) - 2.74 N/A
Vested - (7,613,825) N/A 3.03
Rights outstanding (unvested) at the end of the period 52,208,280 42,379,775 3.03 3.03
In 2025 a total expense of £39.7m (2024: £38.2m) relating to RSUs has been
recognised in personnel expenses. Such costs are considered exceptional and
therefore are excluded from underlying profitability measures.
Earn-out units issued as part of ECP acquisition
In 2024 45.0m earn-out units were issued to the ECP sellers in the ECP
transaction with a final value linked to performance targets of ECP funds. 50%
of the units (22.5m) are subject to a continuing employment condition, vesting
over the period from closing to 2029, with the other 50% vesting immediately
at closing.
The number of final earn-out units to be granted is calculated using a
probability-weighted average of awards in the earn out scenarios. The units
are expected to ultimately be exchanged for the Company's shares and so are
treated as an equity-settled share-based payment. The fair value of the
earn-out units is determined at £3.03 per share based on the Company's share
price at the grant date, with a total value of £27.6m (2024: £7.3m). During
2025, a total expense of £9.5m (2024: £0.7m) has been recognised in
personnel expenses. It is considered exceptional and therefore is excluded
from underlying profitability measures.
A3 share award
In June 2021 the Company issued A3 ordinary shares of £0.01 nominal value to
certain employees for consideration of £1.50 per share. The A3 shares would
vest on the fifth anniversary of their issue provided that the shareholder
remained an employee throughout this period. As part of the Company's share
reorganisation prior to the IPO, the A3 shares were converted into ordinary
shares. The fair value of the share issued was calculated as £3.96 per share
as was determined by a third-party valuation. Expenses of £0.2m (2024:
£0.2m) relating to the A3 shares are included in underlying profitability
measures.
A3 Share Award A3 Share Award (£ per share)
Group and Company 2025 2024 2025 2024
Opening 389,200 440,400 3.96 3.96
Vested - - N/A N/A
Forfeited (7,681) (51,200) 3.96 3.96
Outstanding at year end 381,519 389,200 3.96 3.96
Long-term incentive plans
Over the period March 2023 to March 2025 the Group granted awards under a
long-term incentive plan ("LTIP") to qualifying employees. The total fair
value of the awards on the grant date was estimated at £17.2m. The Group
will settle the awards, vesting over the period 30 June 2023 to 31 March
2028, either in the Company's shares or with an equivalent cash payment where
local laws restrict the grant of shares in foreign corporations, with no
consideration paid by the participants. As the LTIP awards vest subject to the
achievement of certain service conditions, continued employment in the Group,
they are accounted for as either equity-settled or cash-settled share-based
payment transactions under the Group's accounting policy in line with IFRS 2.
The scheme was implemented to increase employee ownership in the Group for a
targeted group of employees post-IPO. The awards are not considered an
alternative to cash-based compensation, are not included in the cost base
when considering operating segment performance and will cease
to be a reconciling item once the awards issued as part of the strategy are
fully vested.
In 2025 a total expense of £61.2m (2024: £5.2m) has been recognised in
personnel expenses and is excluded from underlying profitability measures.
Number of shares Weighted average fair value
per share granted (£)
Group and Company 2025 2024 2025 2024
Rights outstanding at beginning of the period 2,709,422 1,859,348 2.40 2.14
Granted 1,589,763 2,423,489 3.32 2.58
Granted - dividend equivalents 64,327 81,403 3.11 2.48
Forfeited (215,273) (243,754) 2.92 2.35
Forfeited - dividend equivalents (6,252) (5,533) 2.66 2.25
Vested (1,641,208) (1,364,201) 2.31 2.31
Vested - dividend equivalents (71,633) (41,330) 2.30 2.27
Rights outstanding (unvested) at the end of the period 2,429,146 2,709,422 3.04 2.40
Restricted Share Plan Award
In April 2025, two Directors of the Company were granted a conditional share
award of 455,372 shares at a value of £3.34 per share, with a total value of
£1.5m, vesting over the period from 1 April 2025 to 31 March 2028.
In 2024, a Director of the Company was granted a conditional share award of
326,672 shares at a value of £2.60 per share, with a total value of
£850,000, vesting over the period from 1 April 2024 to 1 April 2026.
The restricted share plan is a constituent part of the total compensation for
directors of the Company and so is considered an alternative to cash-based
compensation. The cost for the year of £0.7m (2024: £0.4m) is included in
underlying profitability measures.
Deferred Annual Bonus Plan
In 2025, two Directors of the Company were subject to a scheme whereby bonuses
in excess of 25% of base salary will be subject to 50% deferral into shares,
vesting after three years. In April 2025, two Directors of the company were
granted 278,020 shares at a value of £3.34 per share with a total value of
£929,498, vesting on 31 March 2028.
The deferred share scheme is a constituent part of the total compensation for
directors of the Company and so is considered an alternative to cash-based
compensation. The cost for the year of £0.2m (2024: nil) is included in
underlying profitability measures.
(b) Other employee expenses
Other employee expenses include insurance, healthcare, training, recruitment
costs and certain incentive schemes.
Management incentive scheme
In April 2021 a subsidiary of the Company, Bridgepoint Credit Holdings
Limited, issued shares to certain employees of the Group as part
of a management incentive scheme. The scheme has been accounted for as an
other long-term employment benefit under IAS 19 "Employment Benefits" ("IAS
19") as it is not linked to the value of the equity of Bridgepoint Credit
Holdings Limited or equity instruments of other Group members, but is based on
the revenue generated by certain funds managed by the Group.
During 2025, a £11.6m expense (2024: £1.2m) and corresponding liability of
£26.8m (2024: £13.4m) has been included in other employee expenses and
calculated based upon funds raised and expected management fees which exceed
the targets at that date. The expense is considered exceptional and is
therefore excluded from underlying profitability measures.
ECP employee retention bonus
In January 2023 ECP granted certain employees retention bonuses, which vest
over three years, or over 2023 to 2026.
The payment of the bonuses is contingent on continued employment which is
treated as a service condition. The bonuses are not linked to the Company's
share price or value and so are treated as employee remuneration with the
associated expense spread over the service period under IAS 19.
In 2025, an expense of £4.4m (2024: £4.3m) is recognised in the Consolidated
Statement of Profit or Loss. As such costs are non-recurring and are material
by size, they are considered to be exceptional items and so are excluded from
underlying performance metrics.
Staff numbers
The monthly average number of persons, including Directors, employed by the
Group during the year split by geography was as follows:
Group
2025 2024
UK 273 246
USA 115 107
Other 262 252
Total 650 605
The Company has seven employees and non-executive Directors (2024: five).
8 Other operating expenses
Other operating expenses include expenditure on IT, travel and legal and
professional fees. Other operating expenses also include fees paid to the
auditors for the audit of the Group and relevant subsidiary financial
statements and fees for other services.
In 2025 exceptional expenses of £8.9m (2024: £10.9m) are included in the
Group's other operating expenses. Further details are provided in note 9 (b).
Expenditure relating to low-value asset leases is required to be disclosed
separately and is set out below.
(a) Auditor's remuneration
During the year, the Company and the Group received the following services
from its external auditor, Forvis Mazars LLP.
The table below sets out fees earned by Forvis Mazars LLP in relation to the
year ended 31 December 2025.
Group
2025 2024
£ m £ m
Audit fees
Fees payable to the external auditor for the audit of the Company and the 0.8 1.0
consolidated financial statements
Fees payable to the external auditor for the audit of the accounts of the 1.1 1.1
Company's consolidated subsidiaries
Total audit fees 1.9 2.1
Non-audit fees
Audit-related assurance services 0.2 0.2
Other non-audit services - -
Total non-audit fees 0.2 0.2
Total auditor's remuneration 2.1 2.3
(b) Low-value asset leases
Group
2025 2024
£ m £ m
Expense relating to low-value asset leases
Low-value asset leases 0.3 0.4
9 Exceptional items
Exceptional items in the years ended 31 December 2025 and 2024 principally
relate to costs incurred in relation to the acquisition of ECP and EQT
Credit.
Exceptional other income in 2024 relates to the remeasurement and revaluation
of the EQT deferred consideration payable.
Group
2025 2024
£ m £ m
Personnel expenses (77.8) (50.9)
Other operating expenses (8.9) (10.9)
Total exceptional expenses within EBITDA (86.7) (61.8)
Finance and other expenses (30.7) (0.8)
Total exceptional expenses (117.4) (62.6)
(a) Exceptional personnel expenses
In 2025, exceptional personnel expenses primarily relate to £61.3m (2024:
£43.0m) of incentive award share-based payment expenses and associated social
security costs related to the acquisition of ECP. 2025 exceptional personnel
expenses also include £4.6m of one-off retention bonuses that transferred
with the ECP business.
The amounts also include £11.7m (2024: £1.2m) of deferred
transaction-related bonuses and associated social security costs from the
acquisition of EQT Credit in 2020. Specific bonus payments payable to
employees in relation to the EQT Credit acquisition are exceptional given they
were only granted once.
(b) Exceptional other operating expenses
In 2025 and 2024, exceptional other operating expenses include costs incurred
in relation to other one-off corporate development activities. Costs also
include post-transaction integration costs and other professional service fees
in respect of the ECP transaction.
Such costs would not have been incurred had no transaction taken place and
therefore have been classified as exceptional.
(c) Exceptional finance and other expenses
In 2025, exceptional finance and other expenses primarily comprise £29.6m
(2024: £0.3m) relating to the remeasurement of the deferred contingent
consideration arising from the ECP transaction. They also include £0.7m
(2024: £0.5m) relating to the unwind of discount and revaluation of deferred
non-contingent consideration from the ECP transaction and £0.5m (2024: nil)
of foreign exchange impact from a management incentive scheme linked to the
EQT Credit transaction.
10 Depreciation and amortisation
The following table summarises the depreciation and amortisation charges
during the year.
Group
2025 2024
£ m £ m
Depreciation on property, plant and equipment 16.1 15.1
Amortisation of intangible assets 48.8 21.1
Total depreciation and amortisation expense 64.9 36.2
The amortisation charge of £48.8m (2024: £21.1m) includes an expense in
relation to the amortisation of customer relationship intangible assets
arising from the EQT Credit and ECP transactions and acquired carried interest
intangible assets arising from the ECP transaction, £1.0m (2024: nil)
relating to the amortisation of carried interest intangible assets that the
Group acquired from a third-party and £0.5m amortisation of computer software
(2024: £1.7m).
The amortisation charge of customer relationship and carried interest
intangible assets which totalled £48.3m (2024: £19.4m) is excluded from the
calculation of underlying profitability measures in order to distinguish
one-off material transactions from underlying performance.
11 Net finance and other income or expenses
Group
2025 2024
£ m £ m
Interest income on term deposits 3.6 6.9
Finance income on subleases 0.8 0.9
Total finance and other income 4.4 7.8
Interest expense on bank overdrafts and borrowings (32.1) (17.5)
Interest expense on lease liabilities (4.1) (3.6)
Net foreign exchange losses (3.8) (12.3)
Finance expense on amounts payable to third-party and related party investors (20.2) (0.5)
Other expenses (36.3) (3.2)
Total finance and other expenses (96.5) (37.1)
Net finance and other income, including exceptional items (92.1) (29.3)
Interest income and interest expense on financial instruments measured at
amortised cost and on lease liabilities are recognised using the effective
interest method. Amounts payable to third-party and related party investors
and other expenses are measured at fair value through profit or loss are
presented as fair value movements within net finance and other expenses.
(a) Interest expense on bank overdrafts and borrowings
For 2025 the interest expense on bank overdrafts and borrowings relates to the
interest charged on the US private placement debts issued by the Group.
(b) Finance income and expenses on amounts receivable from or payable to
third-party and related party investors
Finance income and expenses represent amounts due from or to external parties
in structured entities that are consolidated by the Group under IFRS 10
"Consolidated Financial Statements". The Group's interest only constitutes a
portion of the total and therefore other financial liabilities include the
fair value of the amounts due to external parties, who are either third-party
investors (non-Group subsidiaries or affiliates) or related party investors
(Group subsidiaries or affiliates), under the applicable fund partnership
agreement. Due to the nature of this arrangement, being a contractually agreed
profit share to third-party investors and related party investors, the Group
recognises their interest as a financial liability which is fair valued
through profit or loss at each reporting date.
In 2025, a £20.2 million finance expense is recognised within the profit or
loss account (2024: finance expense of £0.5 million) as a result of the fair
value movement. Further details of the financial liability are included in
note 17 (d).
(c) Other expenses
In 2025 other expenses of £36.3 million (2024: £3.2 million) primarily
comprise £29.6 million (2024: £0.3 million) relating to the remeasurement of
deferred contingent consideration and £0.7m (2024: £0.5m) relating to the
unwind of the discount and revaluation of deferred non-contingent
consideration, both arising from the ECP transaction.
In 2024 other expenses primarily comprised £1.8m relating to the amortisation
of borrowing facility fees for revolving credit facilities which are being
amortised over a straight-line basis.
12 Tax expense
(a) Tax expense
Tax charged in the Consolidated Statement of Profit or Loss:
Group
2025 2024
£ m £ m
Current taxation
Current tax - current year 3.6 3.7
Current tax - prior year 0.2 0.3
Total current tax expense 3.8 4.0
Deferred tax
Deferred tax - current year 25.5 7.8
Deferred tax - prior year (0.3) (0.2)
Total deferred tax expense 25.2 7.6
Total tax expense for the year 29.0 11.6
(b) Reconciliation of tax expense
The effective tax rate for the year ended 31 December 2025 is 33.8% (2024:
14.4%). The effective tax rate is different from the standard rate of
corporation tax in the UK of 25% (2024: 25.0%) primarily due to timing
differences on taxation of management fee income and investments. In addition,
there are tax losses carried forward in the UK due to certain forms of income
that are not subject to UK corporation tax, and in the US due to tax
deductible amortisation.
Group
2025 2024
£ m £ m
Profit before tax 85.7 80.7
Tax on profit before taxation at the standard rate of corporation tax in the 21.4 20.2
UK of 25% (2024: 25%)
Non-taxable and non-deductible items 8.8 (40.2)
Adjustments regarding management fee income and investments (26.3) 6.8
Effect of foreign tax rates (3.2) (0.7)
Deferred tax not recognised 28.5 25.5
Prior year adjustment (0.2) -
Total tax expense for the year 29.0 11.6
(c) Tax on amounts recognised directly in other comprehensive income
Tax on amounts recognised in other comprehensive income relate to deferred tax
timing differences on foreign exchange forward contracts used for hedging
purposes.
Group
2025 2024
£ m £ m
Tax on amounts recognised in other comprehensive income 3.6 (3.3)
(d) Tax losses not recognised
The Group has carried forward losses of £555.1m (2024: £544.0m) and £24.9m
or $33.5m (2024: nil) as at 31 December 2025 on which a deferred tax asset
has not been recognised due to the uncertainty of future taxable profit
against which the asset can be utilised.
The Group has a deferred tax asset recognised of £67.8m (2024: £53.1m) where
it is probable that the tax losses will be utilised against future profits.
The Company has no deferred tax asset (2024: nil).
See note 23 for further detail on deferred tax assets recognised.
13 Earnings per share
Basic earnings per share is calculated by dividing the profit for the year
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable
to ordinary equity holders of the parent by the weighted average number of
ordinary shares outstanding during the year plus the weighted average number
of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares.
These potential ordinary shares include the units that may be ultimately
exchanged for ordinary shares as a result of the ECP transaction completed in
August 2024.
The following table reflects the income and share data used in the basic and
diluted earnings per share calculations:
Group
2025 2024
Earnings
Profit attributable to ordinary equity holders of the parent (£m) 41.5 64.8
Number of shares
Weighted average number of ordinary shares for purposes of basic earnings per 826.9 805.1
share (m)
Effect of dilutive potential ordinary share conversion (m) 26.5 18.0
Number of ordinary shares for the purposes of diluted earnings per share (m) 853.4 823.1
Basic earnings per share (pence) 0.1 8.0
Diluted earnings per share (pence) (restated) - 7.9
Underlying profit attributable to equity holders of the parent* (£m) 219.3 156.6
Underlying basic earnings per share* (pence) 26.5 19.5
Underlying diluted earnings per share* (pence) 25.7 19.0
* These are not defined or recognised under IFRS. Non-statutory
consolidated cash flow statement, excluding cash flows relating to third-party
investor CLOs and other investors set out definitions of each of the APMs and
how they can be reconciled back to the non-statutory consolidated financial
statements.
The underlying profit after tax is calculated by excluding exceptional items,
adjusted items and the acquisition-related amortisation of intangible assets
from within profit after tax. Further details are set out in the Alternatives
performance section.
The number of ordinary shares included in the calculation of earnings per
share excludes shares held by the Group itself. Further detail is included in
note 24. The method used to calculate diluted earnings per share was updated
in 2025, to reflect the impact of profit or loss attributable to
non-controlling interest holders, as well as the effect of the exchange for
dilutive potential ordinary shares. As a result of this change in calculation
methodology, the 2024 reported and underlying diluted earnings per share for
the year ended 31 December 2024 has been restated to 7.9 pence and 19.0 pence,
respectively.
IFRS basic and diluted earnings per share decreased in 2025, primarily due to
a full year of non-cash expenses arising from the ECP transaction. These
amounts are treated as exceptional items and are excluded from underlying
profitability measures. Further details are provided in note 9.
14 Property, plant and equipment
Group
Right-of-use assets Leasehold improvements Computers, furniture and other Total
£ m £ m £ m £ m
Cost
As at 1 January 2025 87.2 41.4 14.3 142.9
Additions 22.1 4.7 2.0 28.8
Foreign exchange (1.0) (0.7) - (1.7)
Disposals (3.6) (0.4) (1.7) (5.7)
As at 31 December 2025 104.7 45.0 14.6 164.3
Accumulated depreciation
As at 1 January 2025 (34.8) (11.4) (8.4) (54.6)
Foreign exchange - - (0.1) (0.1)
Depreciation (9.1) (4.7) (2.3) (16.1)
Disposals - 0.4 1.7 2.1
As at 31 December 2025 (43.9) (15.7) (9.1) (68.7)
Carrying value at 31 December 2025 60.8 29.3 5.5 95.6
Group
Right-of-use assets Leasehold improvements Computers, furniture and other Total
£ m £ m £ m £ m
Cost
As at 1 January 2024 71.9 30.2 12.0 114.1
Additions from acquired subsidiaries 12.7 9.3 1.8 23.8
Other additions 2.0 1.5 1.4 4.9
Foreign exchange 0.6 0.4 0.1 1.1
Disposals - - (1.0) (1.0)
As at 31 December 2024 87.2 41.4 14.3 142.9
Accumulated depreciation
As at 1 January 2024 (26.0) (7.2) (7.2) (40.4)
Foreign exchange - (0.1) - (0.1)
Depreciation (8.8) (4.1) (2.2) (15.1)
Disposals - - 1.0 1.0
As at 31 December 2024 (34.8) (11.4) (8.4) (54.6)
Carrying value at 31 December 2024 52.4 30.0 5.9 88.3
The Company has no plant, property or equipment at 31 December 2025 (2024:
nil).
15 Goodwill and intangible assets
Note Goodwill Intangible assets Intangible assets Total
£ m - customer relationship - acquired carried interest £ m
£ m £ m
Cost
As at 1 January 2025 550.1 158.7 101.4 810.2
Additions 3(b)(ii) - - 25.3 25.3
Foreign exchange (30.9) (9.6) (7.2) (47.7)
As at 31 December 2025 519.2 149.1 119.5 787.8
Accumulated amortisation and impairment
As at 1 January 2025 - (19.7) (9.6) (29.3)
Amortisation - (21.7) (26.6) (48.3)
Foreign exchange - 0.7 1.0 1.7
As at 31 December 2025 - (40.7) (35.2) (75.9)
Carrying value
As at 1 January 2025 550.1 139.0 91.8 780.9
As at 31 December 2025 519.2 108.4 84.3 711.9
Group
Note (Restated) Intangible assets Intangible assets (Restated)
Goodwill - customer relationship - acquired carried interest Total
£ m £ m £ m £ m
Cost
As at 1 January 2024 4 105.1 21.2 - 126.3
As at Additions from acquired subsidiaries 4 427.6 132.1 97.5 657.2
As at Foreign exchange 4 17.4 5.4 3.9 26.7
As at 31 December 2024 4 550.1 158.7 101.4 810.2
Accumulated amortisation and impairment
As at 1 January 2024 - (9.7) - (9.7)
Amortisation - (9.9) (9.5) (19.4)
As at Foreign exchange (0.1) (0.1) (0.2)
As at 31 December 2024 - (19.7) (9.6) (29.3)
Carrying value
As at 1 January 2024 4 105.1 11.5 - 116.6
As at 31 December 2024 4 550.1 139.0 91.8 780.9
(a) Impairment assessment of goodwill
Goodwill is allocated to and monitored by management at the level of the
Group's two CGUs, as set out below. Comparative information for 2024 has been
restated to reflect a final adjustment to consideration, as permitted under
IFRS 3. Further details are provided in note 4.
Carrying value of goodwill
CGU Goodwill arose from 2025 (Restated)
£ m 2024
£ m
Credit Acquisition of EQT Credit
105.1 105.1
Infrastructure Acquisition of ECP
414.1 445.0
Total goodwill as at 31 December
519.2 550.1
Annual goodwill impairment test
Goodwill is tested for impairment on an annual basis. For each CGU, the
estimated recoverable amount is higher than its carrying value (being the net
book value as at 31 December 2025) and therefore no impairment was identified
or recognised.
The recoverable amount of each CGU was determined based on value-in-use
calculations. The value-in-use calculations are based on, and most sensitive
to, the following key assumptions:
Assumption Determination of assumption
Short- and medium-term cash flows (revenue and cost growth) The cash flows are projected based on the actual operating results and a
five-year estimate from 2026 to 2030. Cash flows for the time thereafter are
taken into account by calculating a terminal value. Operating profits are
based on management-approved income, future fundraising, deployment of capital
and costs of the business, taking into account growth plans for each business
as well as past experience.
Long-term economic growth rates (used to determine terminal values) Cash flows beyond an initial five-year period are extrapolated using estimated
long-term growth rates, which are based on external estimates of GDP and
inflation.
Pre-tax discount rates Weighted average cost of capital is determined using market risk-free rates
based on the yields of government bonds that are most relevant to the
operations of the CGU, adjusted for country and operational risk and the cost
of borrowing for the Group.
Sensitivity analysis
The estimated value-in-use of each CGU exceeds its carrying value. The table
below shows the relative changes in the main assumptions: profit margins,
long-term growth rate and pre-tax discount rates, in isolation, that could
lead to the value-in-use reducing to the carrying amount. Changes beyond those
amounts would have therefore led to an impairment loss being recognised for
the year ended 31 December 2025.
The sensitivity analysis presented is prepared on the basis that any change in
each key assumption would not have a consequential impact on other assumptions
used. Given the significant headroom noted, the Group does not expect that a
reasonably possible or foreseeable change in the assumptions in isolation
would lead to an impairment loss being recognised in 2025.
Change required for value-in-use to equal carrying amount
Credit Infrastructure
Key assumptions 2025 2024 2025 2024
Reduction in profit margin (%) 53.3 59.8 15.5 18.9
Reduction in long-term growth rates (percentage points) 5.2 1.0 23.6 1.0
Increase in pre-tax discount rates (percentage points) 26.0 23.1 10.5 7.0
(b) Impairment of intangible assets
Acquired intangible assets are recognised on acquisition of a business.
Intangible assets that have a finite useful life are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recovered. Intangible assets are also reviewed annually for
indicators of impairment at each balance sheet date. The material intangible
assets are set out below:
Carrying value of acquired intangible assets Remaining amortisation period
Acquired intangible assets 2025 2024 2025 (Weighted avg. years) 2024 (Weighted avg. years)
£ m £ m
Customer relationship - EQT Credit 5.4 8.4 1.8 2.8
Customer relationship - ECP 103.0 130.6 5.6 6.6
Acquired rights to future carried interest - ECP 84.3 91.8 3.6 4.6
In assessing indication of impairment of customer relationship intangible
assets, management uses indicators such as the profit margins of the credit or
infrastructure business, size of funds raised vs. plan, level of reinvestment
and attrition of investors in new funds and the discount rate applied to the
projections.
Key assumptions
Credit Infrastructure
Key assumptions 2025 2024 2025 2024
% % % %
Pre-tax discount rates 15.2 15.9 12.4 17.0
Management uses quantitative indicators such as fund performance metrics and
qualitative indicators such as macroeconomic conditions in assessing for
indicators of impairment of acquired carried interest intangible assets.
No indicators of impairment were identified in 2025.
The Company has no goodwill or intangible assets.
16 Carried interest receivable
The carried interest receivable relates to revenue which has been recognised
by the Group relating to its share of fund profits through its holdings in
relevant CIPs or GP vehicles.
Revenue is only recognised to the extent it is highly probable that the
revenue recognised would not result in significant revenue reversal of any
accumulated revenue recognised on the completion of a fund. The reversal risk
is mitigated through the application of discounts. If adjustments to the
carried interest receivable recognised in previous periods are required, they
are adjusted through revenue.
A sensitivity analysis is set out in note 3 (b).
Group
2025 2024
£ m £ m
Opening balance 113.3 67.3
Additions from acquired subsidiaries - 29.1
Income recognised in the year 59.0 59.1
Foreign exchange movements recognised as profit or loss 1.0 (0.3)
Foreign exchange movements recognised as other comprehensive income (4.6) 1.5
Receipts of carried interest (19.8) (43.4)
Closing balance 148.9 113.3
The Company has no carried interest receivable.
17 Financial assets
(a) Classification of financial assets
The following tables analyse the Group and Company's assets in accordance with
the categories of financial instruments as defined in IFRS 9 "Financial
Instruments". Assets which are not considered as financial assets, for example
prepayments and lease receivables, are also shown in the table in a separate
column in order to reconcile to the face of the Consolidated Statement of
Financial Position.
Group
As at 31 December 2025 Fair value through profit or loss Hedging derivatives Financial assets at amortised cost Assets which are not financial assets Total
£ m £ m £ m £ m £ m
Fair value of fund investments 853.6 - - - 853.6
Consolidated CLO assets 2,799.4 - 79.4 - 2,878.8
Trade and other receivables - - 123.1 40.2 163.3
Derivative financial instruments - 5.1 - - 5.1
Other investment - - 24.5 - 24.5
Cash and cash equivalents - - 193.5 - 193.5
Cash belonging to consolidated CLOs and structured fund vehicles (restricted - - 141.4 - 141.4
use)
Total 3,653.0 5.1 561.9 40.2 4,260.2
Group
As at 31 December 2024 Fair value through profit or loss Hedging derivatives (Restated) Assets which are not financial assets (Restated)
£ m £ m Financial assets at amortised cost £ m Total
£ m £ m
Fair value of fund investments 765.6 - - - 765.6
Consolidated CLO assets 1,955.0 - 23.2 - 1,978.2
Trade and other receivables - - 154.5 29.8 184.3
Derivative financial instruments - 26.4 - - 26.4
Other investment - - - - -
Cash and cash equivalents - - 90.8 - 90.8
Cash belonging to consolidated CLOs - - 69.0 - 69.0
Total 2,720.6 26.4 337.5 29.8 3,114.3
Company
As at 31 December 2025 Fair value through profit or loss Financial assets at amortised cost Assets which are not financial assets Total
£ m £ m £ m £ m
Trade and other receivables - 57.2 - 57.2
Cash and cash equivalents - 0.1 - 0.1
Total - 57.3 - 57.3
Company
As at 31 December 2024 Fair value through profit or loss Financial assets at amortised cost Assets which are not financial assets Total
£ m £ m £ m £ m
Trade and other receivables - 39.2 - 39.2
Cash and cash equivalents - 0.7 - 0.7
Total - 39.9 - 39.9
(b) Fair value of fund investment
The investments primarily consist of loans or commitments made in relation to
BE VII, VI and V, BEP IV, BDC V, BDC IV and III, BG II, ECP V and IV, Calpine
Continuation and Bridgepoint Generations funds.
The fund investments are measured at fair value through profit or loss as the
business model of each vehicle is to manage the assets and to evaluate their
performance on a fair value basis.
Group
2025 2024
£ m £ m
Opening balance 765.6 301.4
Additions from acquired subsidiaries - 108.7
Other additions 231.7 392.2
Change in fair value 112.9 24.0
Foreign exchange movements recognised in profit or loss 11.2 (6.4)
Foreign exchange movements recognised in other comprehensive income 32.6 (7.5)
Disposals (300.4) (46.8)
Closing balance 853.6 765.6
The Company has no investment in funds at 31 December 2025 (2024: nil).
(c) Other investments
Other investments are measured at amortised cost when they are held within a
business model whose objective is to hold financial assets to collect
contractual cash flows, and the contractual terms give rise on specified dates
to cash flows that are solely payments of principal and interest (SPPI). Other
investments are measured at fair value through profit or loss where they are
managed and their performance evaluated on a fair value basis, or where they
are not held within a hold to collect business model, or where the SPPI
criterion is not met. Certain other investments may also be designated at fair
value through profit or loss on initial recognition if this eliminates or
significantly reduces an accounting mismatch.
In 2025, other investments include a credit investment that is being
warehoused and managed on a fair value basis, with performance evaluated using
fair value information. Accordingly, it is measured at fair value through
profit or loss.
The Company has no other investments at 31 December 2025 (2024: nil).
(d) CLO assets
The balance shown includes the gross value of the assets held by CLO 1, CLO 3,
CLO IV, CLO V, CLO VI, CLO VII, CLO VIII, CLO IX and CLO X (2024: CLO 1, CLO
3, CLO IV, CLO V, CLO VI, CLO VII and CLO VIII), which are consolidated by the
Group, but where the Group only holds the rights and liabilities in relation
to a small portion. The CLO assets are primarily measured at fair value
through profit or loss as the business model of each vehicle is to manage the
assets and to evaluate their performance on a fair value basis.
Group
2025 2024
£ m £ m
Consolidated CLO assets held by the Group 3,017.2 2,047.2
Consolidated CLO assets attributable to third-party investors (2,816.9) (1,929.5)
Group's exposure to consolidated CLO assets 200.3 117.7
The Company has no investments in CLO assets at 31 December 2025 (2024: nil).
(e) Derivative financial assets
Group
2025 2024
£ m £ m
Derivative financial assets
Forward contracts 5.1 26.4
The derivative financial instruments at 31 December 2025 relate to forward
contracts that are used to hedge foreign exchange risk (2024: forward
contracts and foreign exchange options). Further detail on the hedging
programme is set out in note 21 (b).
The Company does not have any derivative financial assets (2024: nil).
(f) Trade and other receivables
Group Company
2025 2024 2025 2024
£ m £ m £ m £ m
Non-current
Prepayments 1.3 1.6 - -
Deferred cost of acquisition 8.2 10.3 - -
Trade and other receivables 15.3 22.0 - -
24.8 33.9 - -
Current
Trade receivables 21.9 25.6 - -
Accrued income 21.5 19.7 - -
Prepayments 10.4 9.8 - -
Deferred cost of acquisition 2.8 3.9 - -
Other receivables 82.0 91.4 57.2 39.2
138.6 150.4 57.2 39.2
Total trade and other receivables 163.4 184.3 57.2 39.2
There are no material differences between the above amounts for trade and
other receivables and their fair value as these do not contain any significant
financing components.
i) Cost of acquisition
Total trade and other receivables include the deferred cost of acquisition and
consist of expenditure in excess of the cap within the relevant fund governing
documents and fees paid to placement agents. Such costs are capitalised as
current or non-current prepayments and are amortised between two and six
years. The movement in the capitalised costs of acquisition is set out in the
following table.
Group
2025 2024
£ m £ m
Opening balance 14.2 4.9
Additions from acquired subsidiaries - 5.5
Other additions 6.7 11.6
Amortisation (9.5) (8.0)
Foreign exchange (0.4) 0.2
Closing balance 11.0 14.2
ii) Other receivables
Other receivables primarily relate to amounts to be invoiced to funds managed
by the Group and their portfolio companies in relation to costs incurred on
their behalf. Such costs include deal and fundraising expenditure. Amounts
receivable from the funds and from portfolio companies at 31 December 2025
were £27.0m (2024: £22.6m) and £8.6m (2024: £7.5m), respectively.
iii) Lease receivables
£14.1m in non-current trade and other receivables and £2.9m in current other
receivables represent lease receivables on sublet office premises.
Although the subleases may be classified as finance leases and give rise to a
lease receivable, the Group retains exposure to risks arising from the
underlying assets and the head leases, including: (i) credit and vacancy risk
in the event a sublessee fails to pay or the subleased asset is not re-let,
while payments under the head lease remain payable; (ii) residual value risk,
including costs to restore the underlying asset to the condition required
under the head lease; and (iii) lease term mismatch risk where the head lease
term exceeds the sublease term.
The Group manages these retained risks through sublessee credit assessments,
the use of security deposits where appropriate, and contractual terms that
largely mirror the head lease.
Two of the subleases are for 8 and 10 years respectively and expire in 2031,
concurrent with the head-lease expiry. One sub-lease was amended in the year
to run until the expiry of the head-lease (which was also extended in the
year) in 2036, while another of the sub-leases from this head-lease was under
negotiation as at year end 31 December 2025, with an expiry of 2027, and post
year end has been extended until 2036.
One sublease runs until the end of the related head lease and expires in May
2026. The undiscounted cash flows for these lease receivables during the year
ended 31 December 2025 were £3.8m (2024: £3.2m). The finance income earned
on the subleases during the year ended 31 December 2025 was £0.8m (2024:
£0.9m).
The following table sets out the maturity analysis of lease receivables,
showing undiscounted lease payments to be received after the reporting date.
Group
Lease receivables 2025 2024
£ m £ m
Due within 1 year 3.7 3.8
Due between 1 and 2 years 3.7 3.7
Due between 2 and 3 years 2.6 3.6
Due between 3 and 4 years 3.0 2.0
Due between 4 and 5 years 3.1 2.5
Due after more than 5 years 4.0 3.5
Total undiscounted lease payments receivables 20.1 19.1
Unearned finance income (3.1) (2.5)
Net investment in leases 17.0 16.6
Current 2.9 2.6
Non-current 14.1 14.0
17.0 16.6
The Company has no lease receivables at 31 December 2025 (2024: nil).
(g) Cash and Deposits
Group Company
2025 2024 2025 2024
£ m £ m £ m £ m
Cash at bank and in hand 67.3 73.7 - 0.7
Money market funds 126.2 16.3 0.1 -
Deposits with original maturities of less than three months - 0.8 - -
Total cash and cash equivalents 193.5 90.8 0.1 0.7
Cash belonging to consolidated CLOs and structured fund vehicles (restricted 141.4 69.0 - -
use)
Total cash 334.9 159.8 - 0.7
Cash belonging to consolidated CLOs and structured fund vehicles (restricted
use) is cash held by CLOs and other structured fund vehicles consolidated by
the Group and is not available for the Group's operating activities.
There are no material differences between the carrying amounts and fair values
of cash and cash equivalents, deposits with original maturities of less than
three months and cash belonging to consolidated CLOs and fund vehicles.
18 Financial liabilities
(a) Classification of financial liabilities
The following tables analyse the Group and Company's financial liabilities in
accordance with the categories of financial instruments defined in IFRS 9.
Liabilities such as deferred income, long-term employee benefits, social
security and other taxes are excluded as they do not constitute a financial
liability and are shown in the table in a separate column in order to
reconcile to the face of the Consolidated Statement of Financial Position.
Group
As at 31 December 2025 Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m £ m £ m £ m £ m
Trade and other payables 41.5 - 90.0 115.3 246.8
Other financial liabilities 317.4 - - - 317.4
Lease liabilities - - 96.6 - 96.6
Borrowings - - 451.2 - 451.2
Derivative financial instruments - 33.5 - - 33.5
Consolidated CLO liabilities 2,587.8 - 25.5 - 2,613.3
Consolidated CLO purchases awaiting settlement - - 203.6 - 203.6
Total 2,946.7 33.5 866.9 115.3 3,962.4
Group
As at 31 December 2024 Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m £ m £ m £ m £ m
Trade and other payables 9.8 - 98.0 84.9 192.7
Other financial liabilities 159.4 - - - 159.4
Lease liabilities - - 87.9 - 87.9
Borrowings - - 485.3 - 485.3
Derivative financial instruments - 4.2 - - 4.2
Consolidated CLO liabilities 1,696.2 - 20.6 - 1,716.8
Consolidated CLO purchases awaiting settlement - - 212.7 - 212.7
Total 1,865.4 4.2 904.5 84.9 2,859.0
Company
As at 31 December 2025 Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m £ m £ m £ m £ m
Trade and other payables - - 27.8 0.3 28.1
Total financial liabilities - - 27.8 0.3 28.1
Company
Restated as at 31 December 2024 Fair value through profit or loss Hedging derivatives Financial liabilities at amortised cost Liabilities which are not financial liabilities Total
£ m
£ m
£ m
£ m
£ m
Trade and other payables - - 8.3 0.2 8.5
Total financial liabilities - - 8.3 0.2 8.5
(b) Trade and other payables
Group Company
2025 2024 2025 2024
£ m £ m £ m £ m
Amounts due in more than one year:
Management incentive scheme 0.9 13.5 - -
Deferred contingent consideration payable 41.5 9.8 - -
Other payables 7.1 8.6 - -
Accrued expenses 4.0 3.7 - -
53.5 35.6 - -
Amounts due within one year:
Management incentive scheme 25.89 - - -
Trade payables 12.0 21.0 - 0.8
Accrued expenses 119.3 97.0 0.7 0.8
Amounts due to related parties - - - -
Social security and other taxes 7.5 2.9 - -
Deferred income 2.2 7.8 - -
Other payables 26.4 28.4 27.5 6.9
193.3 157.1 28.1 8.5
Total trade and other payables 246.8 192.7 28.1 8.5
There are no material differences between the above amounts for trade and
other payables and their fair value as these do not contain any significant
financing components.
i) Management incentive scheme
In April 2021, a subsidiary of the Company, Bridgepoint Credit Holdings
Limited ("BCHL"), issued shares to certain employees of the Group as part of a
management incentive scheme. The shares are subject to a put and call option,
whereby the participating employees have the option to sell and the Group has
the option to buy the shares in the future based upon a pre-determined formula
which considers the amount of funds raised and the resulting management fees
over a five-year period. The scheme has been accounted for as an other
long-term employment benefit under IAS 19 as it is not linked to the value of
the equity of BCHL or equity instruments of other Group members, but is based
on the revenue generated by certain funds managed by the Group.
In the year ended 31 December 2025, an expense of £11.6m (2024: £1.2m) and
corresponding liability of the same amount have been recognised based upon
funds raised and forecast projections and associated expected future
management fees which exceed the targets at that date. The expense is treated
as exceptional as it relates to a one-off incentive award put in place
following the EQT Credit transaction.
ii) Deferred contingent consideration payable (earn-out)
The deferred contingent consideration payable of £41.5m primarily includes
£38.7m (2024: £9.5m) from the ECP transaction. The amount is calculated by
reference to future contracted management fees of ECP at the reference date
and the implied share price of the Company which determines the value of
shares to be issued under the scheme. Further details of the valuation are
provided in note 20 (d).
iii) Accrued expenses
Accrued expenses include amounts that have been incurred but not yet invoiced,
and employee bonuses.
iv) Deferred income
Deferred income includes amounts that have been received in relation to fund
management activity for services that have not been provided.
v) Other payables
Non-current other payables represent deferred non-contingent consideration to
be paid to the ECP vendors in future years.
Current other payables include interest payable on private placement
borrowings. They also include tax and other provisions.
vi) Trade payables
Current trade payables of £12.0m (2024: £8.0m) represent amounts owed to
third parties for goods and services received but not yet settled at the
reporting date. The 2024 balance also included £13m relating to trades
executed on behalf of CLOs, which were settled before 31 December 2025.
(c) Borrowings
Group
Non-current: 2025
Principal Fixed interest Maturity
£m % date
ECP private placement debt
Series A Notes 16.3 5.70 7 July 2027
Series B Notes 64.6 5.79 7 July 2029
Series C Notes 55.7 5.94 7 July 2032
Sub-total / weighted coupon 136.6 5.84
US private placement debt
Series A Notes 37.2 6.18 7 June 2027
Series B Notes 96.6 6.20 6 June 2029
Series C Notes 130.0 6.31 6 June 2031
Series D Notes 55.7 6.46 6 June 2034
Sub-total / weighted coupon 319.5 6.29
Borrowings at 31 December / weighted coupon 456.1 6.16
Capitalised facility costs (4.9)
Total borrowings at 31 December / weighted coupon 451.2 6.16
Group
Non-current: 2024
Principal Fixed interest Maturity
£m % date
ECP private placement debt
Series A Notes 17.6 5.70 7 July 2027
Series B Notes 69.5 5.79 7 July 2029
Series C Notes 59.9 5.94 7 July 2032
Sub-total / weighted coupon 147.0 5.84
US private placement debt
Series A Notes 39.9 6.18 7 June 2027
Series B Notes 103.8 6.20 6 June 2029
Series C Notes 139.7 6.31 6 June 2031
Series D Notes 59.9 6.46 6 June 2034
Sub-total / weighted coupon 343.3 6.29
Borrowings at 31 December / weighted coupon 490.3 6.16
Capitalised facility costs (5.0)
Total borrowings at 31 December / weighted coupon 485.3 6.16
i) ECP private placement debt
In July 2022, ECP completed the issuance and sale of $225.0m in aggregate
principal amount private placement debt. $184.0m (£136.6m) of the notes
remain outstanding at 31 December 2025 after $41.0m of notes were redeemed at
par in 2024.
The debt is unsecured and is held at amortised cost and the Group has
determined to approximate the fair value of these liabilities.
ii) US private placement debt ($430m)
The Group completed the issuance and sale of $430.0m in aggregate principal
amount of Series A, B, C and D notes (collectively, the USPP) following the
completion of the ECP transaction in 2024.
Qualifying costs have been capitalised and are amortised over the weighted
average life of the notes. Interest is payable semi-annually at the fixed
stated interest rates. During the year ended 31 December 2025 the interest
expense and debt issuance cost amortisation totalled £21.5m (2024: £4.1m).
The USPP is held at amortised cost, £319.5m (2024: £343.3m) which the Group
has determined to approximate the fair value of these liabilities
iii) Borrowing facility agreement
In 2023, the Group entered into a borrowing facility agreement for £250.0m.
During March 2026, this agreement was renewed and increased to £400.0m. At
31 December 2025, there were no drawn amounts outstanding on this facility
(2024: nil).
The Group's borrowing facility and US private placement notes are subject to
covenants based on a ratio of adjusted EBITDA to net finance charges and a
ratio of total net debt to adjusted EBITDA on a rolling annual period. During
the year the Group was fully compliant with banking covenants.
The Company has no drawn borrowings at 31 December 2025 (2024: nil).
(d) Other financial liabilities
Group
2025 2024
£ m £ m
Liabilities held at fair value through profit or loss:
CLO repurchase agreements 80.2 27.5
Amount payable to third-party investors 220.7 110.6
Amount payable to related party investors 16.5 21.3
Total 317.4 159.4
i) CLO repurchase agreements
The Group has entered into an arrangement to sell and repurchase interests in
CLO 2, 3, V, VI and IX, which totals £80.2m (2024: £27.5m). The repurchase
agreements will be repaid at face value at the scheduled repurchase date of
each relevant CLO, unless an earlier date is agreed as per the agreement. The
interest payable over the life of the repurchase is equal to any distributions
received by the relevant notes to which the repurchase agreement relates.
ii) Amounts payable to third-party investors and related party investors
The Group consolidates a number of limited partnerships through which some of
the Group's investments in funds are held. The Group's interest only
constitutes a portion of the total and therefore other financial liabilities
include the fair value of the amounts due to external parties, who are either
third-party investors (non-Group subsidiaries or affiliates) or related party
investors (Group subsidiaries or affiliates), under the relevant limited
partnership agreements. Due to the nature of this agreement, being a
contractually agreed profit share to third-party investors and related party
investors, the Group recognises their interest as a financial liability which
is fair valued through profit or loss at each reporting
The Company has no other financial liabilities at 31 December 2025 (2024:
nil).
(e) Consolidated CLO liabilities
Group
2025 2024
£ m £ m
Liabilities of CLOs consolidated by the Group (non-current) 2,587.8 1,696.2
Liabilities of CLOs consolidated by the Group (current) 25.5 20.6
Total 2,613.3 1,716.8
Non-current CLO liabilities are designated as financial liabilities at fair
value through profit or loss.
Consolidated CLO liabilities represent notes issued by CLOs which are
consolidated by and have been originated by the Group.
(f) Consolidated CLO purchases awaiting settlement
Group
2025 2024
£ m £ m
Consolidated CLO purchases awaiting settlement 203.6 212.7
Amounts payable for purchases of CLO assets awaiting settlement are recognised
at the point at which the CLO has a contractual obligation to exchange cash.
(g) Derivative financial liabilities
Group
2025 2024
£ m £ m
Derivative financial liabilities
Forward contracts 33.5 4.2
The derivative financial instruments relate to forward contracts that are used
to hedge foreign exchange risk. Further detail on the Group's hedging
programme is set out in note 21 (b).
(h) Commitments
The Group's undrawn capital commitments to the Group funds at year end are
shown in the table below excluding commitments due from third-party investors,
where the structured vehicle is consolidated within the consolidated financial
statements. Capital commitments are called over time, typically between one to
five years following the entry into the commitment. Capital commitments are
not a financial liability, and the Group does not have an obligation to pay
cash until the capital is called. Commitments may increase where distributions
made by the fund are recallable.
Group
2025 2024
£ m £ m
Private equity funds 290.7 325.9
Infrastructure funds 83.7 35.8
Credit funds 0.5 20.5
Total committed capital 374.9 382.2
19 Lease liabilities
Group
2025 2024
£ m £ m
Lease liabilities
Current 12.6 13.5
Non-current 84.0 74.4
Total 96.6 87.9
The lease liabilities relate to rental payments in respect of the Group's
rented offices. The leases extend up to 10 years.
The lease contracts include either inflationary increases to the rent payable
or periodic review of the rent payable. The liability has been determined at
each period end, based upon expected changes in the contractual rent payable,
as well as any planned exercise of any break or early exit.
The lease liability is sensitive to assumptions relating to the selection and
application of the incremental borrowing rate (IBR) and those relating to the
exercise or non-exercise of lease break clauses.
The determination of the lease term for each lease involves the Group
assessing any extension and termination options, the enforceability of such
options, and judging whether it is reasonably certain that they will be
exercised. A number of leases contain such clauses. The Group periodically
reassesses the lease term and this assessment is based on all relevant facts
and circumstances. Should a change occur, the Group modifies the lease
liability and associated right-of-use asset to reflect the remaining expected
cash flows.
For each lease, a conclusion was reached on the overall likelihood of the
option being exercised. The potential future cash outflows relating to
extension options not included in the measurement of lease liabilities are
£21.0m (2024: nil) due to changes in contracts and offices.
The IBR has been determined by combining the relevant reference risk-free rate
for each currency, consideration of adjustments for country-specific risks and
applying a financing spread observable for comparable companies. In order to
validate the reasonableness of the IBR, it has been compared to the margin
payable on the Group's revolving credit facility, and was found to be
comparable. If the IBR had been 1% higher or lower, the impact on the lease
liability would be:
Group
2025 2024
£ m £ m
Increase of 1% (3.1) (2.1)
Decrease of 1% 3.2 3.1
The lease payments are allocated between principal and finance expense. The
finance expense is charged to the profit or loss over the lease period so as
to produce a constant periodic rate of interest on the remaining balance of
the liability.
The Consolidated Statement of Profit or Loss includes the following amounts
relating to the lease liabilities:
Group
2025 2024
£ m £ m
Interest on lease liability 4.1 3.6
The Company has no lease liabilities (2024: nil).
20 Fair value measurement
(a) Fair value hierarchy
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date in the principal, or in its absence, the most
advantageous market to which the Group has access at that date. The fair value
of a liability reflects its non-performance risk.
The Group discloses fair values using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets
or liabilities;
- Level 2: Inputs other than quoted prices included within level 1 that are
observable for assets or liabilities, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
- Level 3: Inputs for assets or liabilities that are not based on observable
market data (i.e. unobservable inputs).
The following table summarises the valuation of the Group's financial assets
and liabilities by fair value hierarchy:
2025 2024
Group Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Fair value of fund investments - 34.8 818.8 853.6 - 13.0 752.6 765.6
Consolidated CLO assets - 2,799.4 - 2,799.4 - 1,955.0 - 1,955.0
Derivative financial assets - 5.1 - 5.1 - 26.4 - 26.4
Total - 2,839.3 818.8 3,658.1 - 1,994.4 752.6 2,747.0
Financial Liabilities
Deferred contingent consideration payable - - 41.5 41.5 - - 9.8 9.8
Other financial liabilities - 80.2 237.2 317.4 - - 159.4 159.4
Consolidated CLO liabilities - - 2,587.8 2,587.8 - - 1,696.2 1,696.2
Derivative financial liabilities - 33.5 - 33.5 - 4.2 - 4.2
Total - 113.7 2,866.5 2,980.2 - 4.2 1,865.4 1,869.6
Details on any transfers between levels in the fair value hierarchy during the
year are found in note 20 (b) and 20(c).
The Company has no financial assets and liabilities measured by fair value at
31 December 2025 (2024: nil).
(b) Reconciliation of level 3 fair value measurements of financial assets
A reconciliation of level 3 fair values for financial assets which primarily
represent the Group's interest in private equity, infrastructure and credit
funds, including the Group's investment in CLOs which are not consolidated, is
set out in the table below:
Group
2025 2024
£ m £ m
Level 3 financial assets at fair value through profit or loss:
Opening balance 752.6 301.4
Additions from acquired subsidiaries - 108.7
Other additions 231.7 379.2
Change in fair value 112.9 24.0
Foreign exchange movements recognised as profit or loss 11.2 (6.4)
Foreign exchange movements recognised as other comprehensive income 32.6 (7.5)
Disposals (287.4) (46.8)
Transfer (to)/from level 1 or 2 (34.8) -
Closing balance 818.8 752.6
The underlying assets in each fund consist of portfolios of controlling or
minority equity stakes, typically in private companies, and investments in
their debt. Due to the level of unobservable inputs within the determination
of the valuation of individual assets within each fund, and no observable
price for each investment, such investments are classified as level 3
financial assets under IFRS 13.
The Group holds investments with a fair value of £853.6m (2024: £765.6m) as
of 31 December 2025. These consist of investments amounting to £818.8m
(2024: £752.6m) classified as level 3, due to the use of unobservable inputs,
and other investments totalling £34.8m (2024: £13.0m) classified as level 2,
as observable data other than quoted price are used. The transfer of £34.8m
(2024: nil) to Level 2 assets relates to an investment whose valuation is now
based on observable inputs.
A sensitivity analysis of a change in the value of investments at fair value
through profit or loss is set out in note 20 (e).
(c) Reconciliation of level 3 fair value measurement of financial
liabilities
Financial liabilities classified as level 3 under the fair value hierarchy
consist of the deferred contingent consideration, consolidated CLO liabilities
and other financial liabilities. The valuation of these liabilities is based
on unobservable market data and therefore classified as level 3.
The valuation methodology for valuing the consolidated CLO liabilities is
based upon internal discounted cash flow models with unobservable market data
inputs, such as asset coupons, constant annual default rates, prepayment
rates, reinvestment rates, recovery rates and discount rates and are therefore
considered level 3 financial liabilities.
A reconciliation of level 3 fair values for CLO liabilities at fair value
through profit or loss is set out in the table below.
Group
2025 2024
£ m £ m
Movement in CLO liabilities at fair value through profit or loss which are
level 3:
Opening balance 1,696.2 1,152.0
Additions 1,785.7 616.3
Change in fair value (11.9) 0.8
Foreign exchange movements recognised as profit or loss 92.5 (52.9)
Foreign exchange movements recognised as other comprehensive income - -
Disposals (974.7) (20.0)
Transfer (to)/from level 1 or 2 - -
Closing balance 2,587.8 1,696.2
A reconciliation of level 3 fair values for other financial liabilities at
fair value through profit or loss is set out in the table below. The table
also includes the transfer of CLO repurchase agreements of £80.2m (2024:
£27.5m) out of level 3 and into level 2.
Group
Group 2025 2024
£ m £ m
Movement in other financial liabilities at fair value through profit or loss
which are level 3:
Opening balance 159.4 49.9
Additions from acquired subsidiaries 0.2
Additions 156.0 124.6
Change in fair value 19.2 (0.3)
Foreign exchange movements recognised as profit or loss - -
Foreign exchange movements recognised as other comprehensive income 8.6 (4.0)
Disposals (25.8) (11.0)
Transfer (to)/from level 1 or 2 (80.2) -
Closing balance 237.2 159.4
The movements in deferred contingent consideration, primarily relating to the
ECP transaction completed in 2024, are set out in the table below.
Group
Group 2025 2024
£ m
£ m
Movement in deferred contingent considerations at fair value through profit or
loss which are level 3:
Opening balance 9.8 -
Additions from acquired subsidiaries - 9.4
Additions 0.1 -
Change in fair value 32.4 -
Foreign exchange movements recognised as profit or loss (0.8) 0.4
Foreign exchange movements recognised as other comprehensive income - -
Disposals - -
Transfer (to)/from level 1 or 2 - -
Closing balance 41.5 9.8
A sensitivity analysis of a change in the value of CLO liabilities and other
financial liabilities at fair value through profit or loss is set out in note
20 (e).
The Company does not hold any liabilities at fair value at 31 December 2025
(2024: nil).
(d) Valuations
i) Private equity fund investments
Different valuation methodologies are used when valuing private equity fund
investments:
Valuation Approach
Earnings The Group primarily uses an earnings approach for private equity fund
investments where a set of relevant listed companies and precedent
transactions are available.
Earnings multiples are applied to the earnings of each portfolio company to
determine the enterprise value. The most common measure of earnings is EBITDA.
Earnings are adjusted for non-recurring items and run-rate adjustments to
arrive at maintainable earnings. Earnings are usually obtained from portfolio
company management accounts or forecast/budgeted earnings, as considered
appropriate. When selecting earning multiples consideration is given to:
- the original transaction price/entry multiple;
- recent transactions in the same or similar instruments;
- relevant comparable listed company multiples; and
- exit expectations and other company-specific factors.
The resulting enterprise value is then adjusted to take into account the
capital structure of the portfolio company, including any relevant assets or
liabilities such as cash or debt. The fund's share of the value is calculated
by calculating its holding.
ii) Credit fund investments
Different valuation methodologies are used when valuing credit fund
investments.
Valuation Approach
Amortising to par method Where a performing loan has been originated it is valued based upon its
amortised cost. Provided that there are no circumstances which indicate
material underperformance or inability of the borrower to pay interest or
repay the principal, the valuation of loans that have been originated is
determined by apportioning any arrangement fees, similar fees or discount on a
linear basis over the anticipated holding period (which is typically three
years).
Market-based approach - Market prices: Where a loan is traded in the market, market prices can be
obtained for use in pricing. Market prices can be obtained from third-party
market price aggregation services or broker quotes where there is an active
market. The extent to which a market is active will depend on the number of
distinct price quotations available from different sources. Consideration is
given to anomalies or other inaccuracies in market pricing and whether there
are other factors that should be considered (for example, recent
transactions). Market prices further include the trading multiples of
comparable publicly traded companies.
- Use of recent transaction prices: Recent transactions can refer to
transactions involving the underlying investments or transactions involving
similar businesses. Consideration is given to factors such as location, time
of sale, premiums and conditions of sale.
- Reference to comparable instruments: Consideration is given to comparable
instruments, which have similar terms, credit quality, maturity, etc. and are
publicly traded in active markets.
Income-based approach The Discounted Cash Flow ("DCF") analysis incorporates expected future cash
flows, market participant-based discount rates and probability-weighted
recovery assumptions. For CLO investments, additional assumptions relating
to the CLO's underlying asset portfolio, such as annual loan default rates /
recovery rates, prepayment rates, reinvestment rates and spreads are
considered.
Asset-based approach For distressed or defaulted investments, the recovery value is estimated based
on the value of the underlying collateral and the relevant security's
seniority within the investment structure. A liquidation analysis could also
be considered.
Enterprise Value waterfall analysis The Enterprise Value ("EV") waterfall analysis is used for equity, preferred
or subordinated instruments in cases where EV basis assessments are
appropriate. The EV might be estimated using market-based or income-based
approaches or indicative transaction prices in the case of an imminent sale
process.
Other approaches Considering the broad array of debt instruments that may be held by the funds,
it may be deemed appropriate for other valuation techniques to be utilised in
certain cases.
iii) Infrastructure fund investments
Valuation Approach
Earnings The Group uses an earnings approach for infrastructure fund investments where
a set of relevant listed companies and relevant transactions are available.
Earnings multiples are applied to the earnings of each portfolio company to
determine the enterprise value. The most common measure of earnings is EBITDA.
Earnings are adjusted for non-recurring items and run-rate adjustments
to arrive at maintainable earnings. Earnings are usually obtained from
portfolio company management accounts or forecast/budgeted earnings, as
considered appropriate. When selecting earnings multiples consideration is
given to:
- the original transaction price/entry multiple;
- recent transactions in the same or similar instruments;
- relevant comparable listed company multiples or transaction multiples; and
- exit expectations and other company-specific factors.
The resulting enterprise value is then adjusted to take into account the
capital structure of the portfolio company, including any assets or
liabilities such as cash or debt that should be included. The fund's share of
the value is calculated by calculating its holding.
Listed share price Where a portfolio company has instruments traded on a recognised exchange the
traded price is used to value the investment, the traded price is applied to
the number of shares held by the fund in the portfolio company. The value is
then adjusted to take into account any assets or liabilities in holding
entities outside of the listed company.
Discounted cash flows Inputs used in the discounted cash flow analysis include discount rates and
those used to project the expected cash flows relating to the infrastructure
portfolio company.
iv) Consolidated CLO assets
The consolidated CLO assets are priced using market price where a loan is
traded in the market and market prices can be obtained for use in pricing. The
inputs include market price aggregation services or broker quotes where there
is an active market. The extent to which a market is active depends upon the
'depth' of the pricing (being the number of distinct price quotations
available from different sources). Before the use of market pricing,
consideration is given to any anomalies or other inaccuracies in market
pricing and whether there are other factors that should be taken into account
(for example, recent transactions). As at 31 December 2025, 100% (2024: 100%)
of the CLO fund assets were priced using market prices and classified as level
2.
v) Consolidated CLO liabilities
Where the Group is required to consolidate the liabilities of a CLO, a net
asset approach is used where the value of the liabilities is driven by the
value of the consolidated loan asset portfolio and any residual cash, accrued
interest and expenses contained within the vehicle. This financial liability
has been classified as level 3.
vi) Deferred contingent consideration
The Group uses discounted cash flows to determine fair value of the deferred
contingent consideration which will be paid to ECP vendors in relation to the
acquisition of ECP. Inputs used in the calculation of the deferred
consideration include estimates outcomes of certain management fee revenue,
minimum and maximum thresholds, different performance scenarios for ECP and
probability weightings, and a discount rate. This financial liability has been
classified as level 3.
vii) CLO repurchase agreements
The Group is party to a sale and repurchase agreement relating to CLOs. The
repurchase agreements are priced using market price. This financial liability
has been classified as level 2 (2024: level 3).
viii) Other financial liabilities
The Group has entered a limited partnership agreement with related party and
third-party investors to contractually share profits from those partnerships.
The liabilities are calculated using a percentage outlined within the
agreement multiplied by the profit from the partnerships. The valuation is
derived from underlying value of the partnerships, which is based on the
unobservable market data and therefore these financial liabilities are
therefore classified as level 3.
Derivatives used for hedging, which are fair valued, are classified as level 2
fair values as the inputs are observable.
Further details on estimation uncertainty in the valuation of investments is
set out in note 3 (b).
(e) Valuation inputs and sensitivity analysis
The number of unique investments represents the investments that the Group
indirectly invests into through its investments in private equity,
infrastructure and credit funds. The table below sets out information about
significant unobservable inputs used at 31 December 2025 in measuring
financial instruments categorised as level 3 in the fair value hierarchy.
Description Fair value at 31 December 2025 (£m) Fair value at 31 December 2024 (£m) Number Valuation technique Significant unobservable inputs Range Sensitivity Effect on fair value at 31 December 2025 (£m)
of unique investments
Private equity fund investments 585.5 581.4 87 Market Earnings multiple 3.16x - 27.5x +10% multiple 47.1
Approach Revenue multiple 4.0x - 9.5x -10% multiple (47.9)
Infrastructure fund investments 129.4 127.1 14 Market Approach Earnings multiple 7.2x - 16.1x Upside case** 6.1
Downside case** (5.4)
Discounted Discount rate 8.5% - 24.4% +1%discount+1% discount (3.3)
Cash Flow -1% discount 5.6
Credit fund investments 5.7 29.5 26 Market Earnings 5.0x - 26.4x +10% Earnings 0.2
Approach Revenue 3.0x - 11.7x -10% Earnings (0.3)
479 Other n/a n/a n/a n/a
Group's investments in CLOs that are not consolidated* 1.1 14.6 7 Discounted Cash Flow Discount rate 0.12 Upside case** 1.6
Default rate 1% - 2%
Recovery 35% - 65%
Prepayment 20.0% Downside case** (0.8)
Reinvestment 0.995
Spread 0.035
Group's investments in consolidated fund vehicles 97.1 - 4 Other Net asset value (NAV) n/a +10% of NAV 9.7
-10% of NAV (9.7)
Total assets 818.8 752.6
Consolidated CLO liabilities* 2,587.8 1,696.2 61 Discounted Cash Flow Discount rate 0.12 Upside case** 167.3
Default rate 1% - 2%
Recovery 35% - 65%
CLO repurchase agreements - 27.5 11 Prepayment rate £ 0.20 Downside case** n/a
Reinvestment price £ 1.00
Spread £ 0.04
Deferred contingent consideration 41.5 9.8 n/a Probability Weighted Expected Return Discount rate 9.8% +1% discount (1.3)
Scenario 5% - 45% -1% discount 1.3
Other financial liabilities 237.2 131.9 n/a Other Net asset value (NAV) n/a +10% of NAV 23.7
-10% of NAV (23.7)
Total liabilities 2,866.5 1,865.4
* The sensitivity analysis is performed on the portfolio of notes
of CLO vehicles that the Group has invested in, including £15.3m of
investments in CLOs that are not consolidated (2024: £14.6m) and £200.3m of
investments in CLOs that are consolidated (2024: £117.7m). The sensitivity
analysis for the investments in the notes of CLOs that are consolidated
impacts the value of the consolidated CLO liabilities (as these are eliminated
from the overall balance) and are accordingly disclosed in this section of the
table.
** The upside case is based on the key inputs used in the valuation
model disclosed above being favourably adjusted from their base value by a
factor of 10%. The downside case adjusts these key inputs by a factor of 10%
in the opposite direction.
21 Financial risk management
In its activities, the Group is exposed to various financial risks: price and
valuation risk, market risk (including exposure to interest rates and foreign
exchange rates), liquidity risk and credit risk arising from financial
instruments. The Group's senior management is responsible for the creation and
management of an overall risk management policy in the Group.
The Group Consolidated Statement of Financial Position is made up
predominantly of investments into private equity, infrastructure and credit
funds, consolidated CLO assets and liabilities, cash and cash equivalents,
lease liabilities, CLO purchases awaiting settlement and other financial
liabilities.
The assets of a private equity and infrastructure fund are controlling or
minority equity stakes, typically in private companies, and debt in such
companies. The assets of credit funds and the consolidated CLO vehicles are
loans to private companies. The financial risks relating to such investments
inherently vary, based on the nature of the investments (equity or debt), and
recovery and returns from capital invested will depend upon the financial
health and prospects of each underlying investee entity. As part of capital
deployment, each fund is constructed as a diversified portfolio of assets,
diversified by number of assets, industries and geographies.
Risk management policies are established to identify and analyse the risks
faced by the Group and to set appropriate risk limits and controls. Policies
are reviewed on a regular basis to reflect changes in the market conditions
and the Group's activities. The Group, through its training and management
standards and procedures, aims to develop a disciplined and constructive
control environment in which all employees understand their roles and
obligations.
The Company Statement of Financial Position is made up predominantly of
investments in subsidiaries, cash and cash equivalents, and derivative
financial instruments.
(a) Price and valuation risk
Price and valuation risk is the uncertainty about the difference between the
reported value and the price that could be obtained on exit or maturity of an
asset or liability. This principally relates to investments in funds which
hold portfolios of private equity, infrastructure and debt investments,
investments held by consolidated CLOs, and notes issued by consolidated CLOs.
This uncertainty arises due to the use of unobservable inputs in the
calculation of fair value, the performance and financial health of portfolio
companies and, ultimately - in relation to investments in private equity -
what a third-party may be willing to pay for the relevant business. There is
less uncertainty for investments in debt as the upside is capped to the
maximum of the principal and interest receipts, whereas private equity
investments have greater potential for larger changes in their valuation as
the upside is not capped.
The Group monitors the performance of each investment closely. Portfolio
monitoring is embedded and maintains focus throughout the investment life of
each company. All investments are formally reviewed through dedicated forums.
The review process involves a rigorous assessment of a company's financial
performance, financial health (including covenant coverage) and exit
prospects. The Group values all investments in line with the IPEV Guidelines
at least twice a year, and in most cases quarterly. Each investment undergoes
the same detailed valuation process in accordance with the Group's valuation
policies. Completed valuations are presented and discussed at the relevant
valuation governance forum for approval. Valuation methodologies together with
the significant unobservable inputs applied for the Group's financial assets
and liabilities are included in note 20 (e).
The Company has no significant exposure to price and valuation risk.
(b) Foreign exchange risk
Foreign exchange risk is the risk of losses or other adverse effects resulting
from a change in a foreign exchange rate, or from other unfavourable changes
in relation to a foreign currency. The Group is primarily exposed to two types
of foreign exchange risk:
- Transaction risk: the adverse effect that foreign exchange rate
fluctuations can have on a completed transaction prior to settlement. It is
the exchange rate, or currency, risk associated specifically with the time
delay between entering into a trade or contract and then settling it. As the
majority of the Group's income is denominated in euro or US dollars, this
means that its income when recognised in pounds sterling is subject to
exposure to foreign exchange rate movements over time.
- Translation risk: the risk of adverse changes in the rates at which
assets, liabilities, income or costs in foreign currencies are translated into
the reporting currency. The Group holds financial assets and liabilities
denominated in currencies other than pounds sterling, the presentational
currency of the Group. Consequently, the Group is exposed to currency risk
since the value of financial assets and liabilities denominated in other
currencies will fluctuate due to changes in exchange rate.
The Group undertakes hedging where foreign currency transactions give rise to
a mismatch of the cash flow of the underlying currency. For example, the
Group's private equity and credit businesses earn management fees
predominantly in euro, but have a cost base predominantly in pounds sterling,
giving rise to mismatch. The Group also undertakes hedging where balance sheet
exposures in currencies could result in significant volatility in earnings.
The Group does not currently hedge the US dollar earnings of the ECP business
on the basis that management fee income and the cost base are both denominated
in US dollars, and there is a degree of natural hedging arising from the
interest payable on the Group's USPP borrowings which are denominated in US
dollars.
A summary of the foreign exchange hedging undertaken by the Group for
euro-denominated management fees, euro investments and US dollar liabilities
is set out below.
The Company has no significant exposure to foreign currency risk.
Hedging of euro management fees
In order to hedge euro denominated management fee income, the Group has
entered into a series of forward trades and swap agreements to sell euro and
buy pounds sterling at various dates in the future to reduce the currency
exposure of euro-denominated income to future spot rate volatility. The level
of hedging is determined with reference to the amount of pounds
sterling-denominated costs and dividends. The level of hedging provides for
almost full coverage in 2025, reducing in 2026 and 2027, with hedging
increased and extended as part of the ongoing hedging strategy over time.
The nominal value of open trades at the year end date to match certain
expected future cash flows is shown in the table below, along with the
aggregate mark-to-market of the year end date.
Group
2025 2024
£ m £ m
Nominal value of forward trades and swap agreements in pounds sterling 818.2 534.0
Mark-to-market value at year end (0.9) 14.5
Average forward rate (GBP/EUR) 1.14 1.13
These hedges are in place to match known future cash flows, and the Group has
decided to use cash flow hedge accounting as allowed and determined under IFRS
9.
The change in value that has been recognised as ineffective in the
Consolidated Statement of Profit or Loss, the amount of the effective portion
recognised within the cash flow hedge reserve and amounts released to the
Consolidated Statement of Profit or Loss during the year are shown in the
table below. There was no hedge ineffectiveness.
Group
2025 2024
£ m £ m
Ineffective portion recognised as profit or loss - -
Effective portion recognised as other comprehensive income (6.7) 14.0
Reclassified to profit or loss upon settlement of hedges (8.7) 0.3
Hedge ineffectiveness could occur if the amount of hedging is more than the
amount of the euro-denominated income and due to timing differences between
receipt of the income and settlement of the hedge.
Hedging of euro investments
To reduce volatility in the Group's earnings and reserves arising from foreign
exchange movements on the translation of euro-denominated investments in funds
and carried interest, the Group enters into a series of forward foreign
exchange contracts and cross currency swap arrangements to sell euro and buy
pound sterling.
The derivatives are measured at fair value through profit or loss in
accordance with IFRS 9. The hedging instruments are managed as an economic
hedge of the Group's euro exposure associated with its net investment
position, rather than as a hedge of forecast transactions. Accordingly, the
Group does not apply cash flow hedge accounting in respect of these contracts.
The Group monitors the effectiveness of the economic hedge by tracking the
hedge ratio through comparison of the aggregate notional amount of outstanding
contracts with the Group's total euro denominated exposure from fund
investments, carried interest and related balances. Hedge positions are
adjusted from time to time to remain broadly aligned with the underlying euro
exposure.
The Group's exposure to euro investments at each year end is summarised below,
together with a sensitivity analysis showing the impact of a 5% movement in
the euro/sterling exchange rate. This analysis excludes the consolidated CLO
assets, which are attributable to third-party investors.
Group
2025 2024
Euro-denominated investments (€m) 619.1 662.7
Investment hedges (€m) (217.4) (260.8)
Euro-denominated investments, net (€m) 401.7 401.9
+/- 5% sensitivity (£m) impact on profit and net assets 17.5 16.6
The nominal value of open trades at the year end date is shown in the table
below, along with the aggregate mark-to-market.
Group
2025 2024
Nominal value of forward trades and swap agreements (£m) 191.2 282.8
Mark-to-market value at year end (£m) (0.9) 5.4
Average forward rate (GBP/EUR) 1.14 1.13
The profit or loss on the revaluation of the hedging instrument is recognised
together with the investment returns in the Consolidated Statement of Profit
or Loss.
A change to foreign exchange rates will impact the fair value of derivative
contracts, however an opposing movement will be seen in the hedged item
included in the fair value of fund investments.
Hedging of US dollar liability
As a consequence of the USPP borrowings raised in a US dollar functional
currency subsidiary and the related intercompany lending is to a sterling
functional currency subsidiary, the Group is exposed to foreign exchange risk
on the USD-denominated intercompany balance. In accordance with IAS 21,
retranslation of this balance at each reporting date gives rise to foreign
exchange gains or losses recognised in profit or loss, resulting in volatility
in the consolidated financial statements.
To mitigate this exposure, the Group enters into rolling forward foreign
exchange contracts and cross-currency swaps to sell pounds sterling and
purchase US dollars at forward rates. The notional value of the contracts is
adjusted periodically to reflect movements in the underlying loan balance.
The derivatives are measured at fair value through profit or loss in
accordance with IFRS 9. The Group monitors the notional amount of hedging
instruments against the outstanding USD intercompany exposure to ensure
appropriate economic coverage.
The Group's US dollar exposure and related hedging instruments at each year
end are summarised below, together with a sensitivity analysis showing the
impact of a 5% movement in the USD/GBP exchange rate.
Group
2025 2024
US dollar borrowing ($m) (332.0) (281.1)
Investment hedges ($m) 331.7 195.5
Un-hedged US dollar liabilities, net ($m) (0.3) (85.6)
+/- 5% sensitivity (£m) impact on profit and net assets - (3.4)
The nominal value of open trades at the year end date is shown in the table
below, along with the aggregate mark-to-market.
Group
2025 2024
Nominal value of forward trades and swap agreements (£m) 273.1 195.5
Mark-to-market value at year end (£m) (26.7) 2.3
Average forward rate (GBP/USD) 1.20 1.12
The profit or loss on the revaluation of the hedging instrument is recognised
together with the investment returns in the Consolidated Statement of Profit
or Loss.
A change to foreign exchange rates will impact the fair value of derivative
contracts, however an opposing movement will be seen in the hedged item
included in borrowings.
(c) Interest rate risk
The Group's income and operating cash flows are substantially independent of
changes in market interest rates. The USPP and ECP notes are at a fixed rate
of interest. The amounts drawn under the Group's revolving credit agreements,
however, bear interest at a floating rate that could rise and increase the
Group's interest cost and debt, if drawn.
If interest rates were to change by 1%, the Group's finance expense applied on
the borrowings at year end would have increased or (decreased) by the amounts
set out in the table below.
Group
2025 2024
£ m £ m
(+/-) (+/-)
Increase or decrease of 1% 5.0 5.0
The Company has no other significant exposure to interest rate risk.
(d) Credit risk
Credit risk is the risk that a counterparty is unable to meet their
contractual obligations in full when due. Potential areas of credit risk
consist of cash and cash equivalents, term deposits (including deposits with
banks and financial institutions), short-term receivables, lease receivables,
investments in the CLOs and derivative financial instruments. The Company and
the Group have not experienced any significant defaults in prior periods.
Group exposure
The Group's exposure to credit risk is influenced mainly by the individual
characteristics of each counterparty. Expected credit losses are calculated on
all of the Group's financial assets that are measured at amortised cost.
Factors considered in determining whether a default has taken place include
how many days past the due date a payment is, deterioration in the credit
quality of a counterparty, and knowledge of specific events that could
influence a counterparty's ability to pay.
Expected credit losses are not expected to be material and there are no
financial assets that are materially impaired.
Cash and cash equivalents
The Group limits its exposure in relation to cash and cash equivalents by only
dealing with well-established financial institutions of high-quality credit
standing. At each period end, the Group's cash and cash equivalents were held
with banks that were investment grade credit quality (BBB or higher).
Investments in CLOs
The Group is required to hold a 5% interest in such vehicles after they are
launched under risk retention rules. Each CLO portfolio typically invests in
70-100 individual loans issued by private equity borrowers. The portfolios are
highly diversified by geography, industry and sponsor. The Group's maximum
exposure to loss associated with its interest in the CLOs is limited to the
carrying amounts of the notes held by the Group, which at 31 December 2025
was £170.4m (2024: £99.5m), excluding the exposure of a non-controlling
interest investor.
At 31 December 2025, the Group fully consolidated CLOs 1, 3, IV, V, VI, VII,
VIII, IX, X (2024: CLO 1, 3, IV, V, VI, VII, VIII). The Group's interests in
each of the consolidated CLOs include interests in subordinated notes which
incur the first loss if there is any default within the portfolio of assets by
an individual borrower.
In addition to the subordinated note investments, the Group has investments in
the various debt tranches of CLOs 3, V, VI and IX. The majority of these debt
tranche investments have an associated sale and repurchase agreement. Under
the sale and repurchase agreement, the Group is subject to credit risk with
the counterparty of £80.2m (2024: £27.7m), however it is holding cash
collateral of £80.2m (2024: £27.7m), reducing the risk.
Investments in private equity, credit and infrastructure funds
The Group's investments in private equity, credit and infrastructure funds
indirectly expose it to credit risk via loans to investee entities. The
maximum exposure to loss associated with funds is limited to the carrying
value at 31 December 2025 which was £543.2m (2024: £634.3m), excluding the
investments of third-party investors.
Trade and other receivables (including lease receivables)
Trade and other receivables are primarily amounts due from funds or amounts
due from portfolio companies. The funds are managed by the Group on behalf of
investors, who have made commitments to the funds. Therefore, trade and other
receivables from the funds are collateralised against unfunded investor
commitments. These commitments can be drawn at any time. The Group therefore
considers the probability of default to be remote. As such, the Directors
consider the Group's credit exposure to trade and other receivables to be low.
As a lessor the Group has exposure to payments by lessees. The Group considers
there to be a low risk of default due to the credit quality of the
counterparties.
Carried interest receivable
The Group's carried interest receivable represents income expected from
relevant CIP or GPs. The Group considers there to be a remote risk of default
on these receivables on the basis that these amounts are due from the funds
for reasons set out above (e.g. investor commitments).
Company exposure
Potential areas of credit risk for the Company consist of cash and cash
equivalents, including deposits with banks and financial institutions,
derivative instruments, term deposits and short-term receivables. The maximum
exposure to credit risk at the year end of these financial assets is their
carrying value. The Company seeks to reduce the credit risk relating to cash
balances by only dealing with well-established financial institutions of
high-quality standing.
(e) Liquidity risk
Liquidity risk is the risk that the Group or Company will encounter difficulty
in meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset. The Group's approach to
managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
The liquidity outlook is monitored at least monthly by management and is
regularly reviewed by the Board.
The timing of the Group's management fee receipts and operating expenditure
are predictable. The timing, amount and profits from the Group's investments,
in and from the funds, are inherently less predictable, however a reasonable
period of notice is given to all investors, including the Group, ahead of
drawing of funds.
The Group's policy is to maintain sufficient amounts of cash and cash
equivalents to meet its commitments at a given date, including
for acquisitions and for refinancing maturing debt.
The Group has a $430.0m USPP which was used to refinance certain ECP debt
following the ECP transaction. ECP has its own private debt placement of
£184.0m. The Group also has access to a $250.0m undrawn revolving credit
facility which it uses to manage liquidity. This was increased to a £400.0m
facility in March 2026.
Due to the long-term nature of the Group's assets, the Group seeks to ensure
that the maturities of its debt instruments are matched to free cash generated
from the business.
The Group's financing arrangements and borrowings are subject to financial
covenants. Further detail is included in note 18 (c).
The Company has sufficient cash reserves to assist in managing liquidity. The
risk is not considered to be material as the majority of the balances are
held with Group companies.
The tables below summarise the Group and Company's financial liabilities by
the time frame they are contractually due to be settled, undiscounted and
including interest payable. This also excludes liabilities which are not
financial liabilities (for example, deferred income).
Group
At 31 December 2025 Due within Due between Due within Due more than Total
1 year 1 and 2 years 2 and 5 years 5 years £ m
£ m £ m £ m £ m
Other financial liabilities - 29.2 - 288.2 317.4
Derivative financial liabilities 29.9 2.6 1.0 - 33.5
Trade and other payables 85.8 4.2 41.5 - 131.5
Borrowings (excluding capitalised facility costs) 28.1 79.8 220.9 262.3 591.1
Lease liabilities 16.8 17.1 49.6 31.0 114.5
Consolidated CLO liabilities 110.9 174.5 987.9 2,108.8 3,382.1
Consolidated CLO purchases awaiting settlement 203.6 - - - 203.6
475.1 307.4 1,300.9 2,690.3 4,773.7
Group
At 31 December 2024 Due within Due between Due within Due more than Total
1 year 1 and 2 years 2 and 5 years 5 years £ m
£ m £ m £ m £ m
Other financial liabilities - 21.3 - 138.1 159.4
Derivative financial liabilities 3.6 0.2 0.4 - 4.2
Trade and other payables 97.0 10.8 - - 107.8
Borrowings (excluding capitalised facility costs)(1) 29.8 29.8 306.1 297.8 663.5
Lease liabilities 17.0 16.7 43.1 24.5 101.3
Consolidated CLO liabilities 120.8 309.1 1,062.6 612.6 2,105.1
Consolidated CLO purchases awaiting settlement 212.7 - - - 212.7
480.9 387.9 1,412.2 1,073.0 3,354.0
1. 2024 comparative information has been revised to include undiscounted
interest payments within borrowings.
Company
At 31 December 2025 Due within Due between Due within Due more than Total
1 year 1 and 2 years 2 and 5 years 5 years £ m
£ m £ m £ m £ m
Trade and other payables 28.1 - - - 28.1
28.1 - - - 28.1
Company
At 31 December 2024 Due within Due between Due within Due more than Total
1 year 1 and 2 years 2 and 5 years 5 years £ m
£ m £ m £ m £ m
Trade and other payables 8.5 - - - 8.5
22 Capital management
The primary objective of the Group's capital management is to ensure that the
Company and its subsidiaries have sufficient capital both now and in the
future, having considered risks in the business and mitigants to those risks,
while managing returns to the Group's shareholders. The Group also manages its
capital position to ensure compliance with capital requirements imposed by the
Financial Conduct Authority ("FCA") and other regulatory authorities on
individual regulated entities.
The Investment Firms Prudential Regime ("IFPR") applies to Markets in
Financial Instruments Directive ("MiFID") investment firms, collective
portfolio management investment firms and regulated and unregulated holding
companies of groups that contain one or more of the aforementioned firms. The
Group and certain regulated subsidiaries report to the FCA on own funds and
liquid assets. The capital structure comprises cash and cash equivalents,
borrowings and the capital and reserves of the Company. Capital and reserves
comprise share capital, share premium, capital contributions, other reserves
and retained earnings. These are set out below.
During the year the Group and the Company were fully compliant with regulatory
capital requirements.
Group
2025 (Restated)
£ m 2024
£m
Cash and cash equivalents (for use within the Group) 193.5 90.8
Total cash and cash equivalents 193.5 90.8
Share capital 0.1 0.1
Share premium 445.3 375.1
Capital redemption reserve - 0.0
Share-based payment reserve 71.0 19.8
Cash flow hedge reserve 1.3 14.7
Net exchange differences reserve (6.6) 16.6
Retained earnings 484.2 558.7
Equity attributable to owners of the Company 995.3 985.0
Non-controlling interests 192.7 208.1
Total equity 1,188.0 1,193.1
23 Deferred tax
Group
2025 2024
£ m £ m
Deferred tax assets 95.4 76.5
Deferred tax liabilities (161.6) (121.2)
Net deferred tax liability (66.2) (44.7)
Deferred tax assets Other timing differences Management fee hedges Losses carried forward Total
At 31 December 2024 23.4 - 53.1 76.5
Credit to other comprehensive income - 0.2 - 0.2
Credit to the Consolidated Statement of Profit or Loss 4.0 - 14.7 18.7
At 31 December 2025 27.4 0.2 67.8 95.4
Deferred tax liabilities Other timing differences Management fee hedges Management fee income and investments Capital allowance Total
At 31 December 2024 (18.8) (3.5) (97.5) (1.4) (121.2)
(Charge) to other comprehensive income - 3.5 - - 3.5
Credit/(charge) to the Consolidated Statement of Profit or Loss (1.9) - (43.2) 1.2 (43.9)
At 31 December 2025 (20.7) - (140.7) (0.2) (161.6)
Deferred tax liabilities primarily represent a future tax on the Group's
management fee income and a timing difference arising on the remeasurement of
the fair value of investments. They unwind as management fees become taxable
and investments are realised.
Deferred tax assets primarily relate to tax losses carried forward, to the
extent that they can be utilised under relevant tax legislation.
Other timing differences primarily relate to a deferred tax asset on lease
liabilities of £23.9m (2024: £20.8m) and a deferred tax liability on
right-of-use assets amounting to £19.2m (2024: £16.6m). These will unwind
over the period of the lease.
The Company has no deferred tax assets or liabilities (2024: nil).
The deferred tax has been measured using the applicable tax rate expected at
the point at which the income or cost will become taxable.
24 Equity
(a) Share capital and premium
Allotted, called up and fully paid shares
Company
2025 2024
No. £ No. £
Ordinary of £0.00005 each 849,336,269 42,467 823,930,986 41,197
Deferred of £81 each 500 40,500 500 40,500
Deferred of £1 each 1 1 1 1
Deferred of £0.01 each 1 0.01 1 0.01
Total 849,336,771 82,968 823,931,488 81,698
Share capital represents the number of ordinary shares issued in the capital
of the Company multiplied by their nominal value of £0.00005 each. Share
premium substantially represents the aggregate of all amounts that have ever
been paid above nominal value to the Company when it has issued ordinary
shares.
The holders of the ordinary shares have the right to receive notice of and to
attend and vote at any general meeting of the Company. The shares have one
vote per share on a resolution.
Each ordinary share is eligible for ordinary course dividends and
distributions on a liquidation, and is generally entitled to participate
in a return of capital, in each case subject to the provisions set out in
the Articles of the Company.
Deferred shares have no rights other than the right to receive their nominal
value in a liquidation after all other shares have received £1.0m per share.
(b) Own shares
Own shares are recorded by the Group when ordinary shares are acquired by the
Company and they are deducted from shareholders' equity. The Company held
171,096 ordinary shares and 501 deferred shares (2024: 171,096 ordinary
shares; 501 deferred shares) within retained earnings as at 31 December 2025
at a cost of nil (2024: nil).
(c) Other reserves
The following table provides a breakdown of the reserves that are included in
the Group and the Company's other reserves.
Group Company
2025 2024 2025 2024
£ m £ m £ m £ m
Cash flow hedge reserve 1.3 14.7 - -
Foreign exchange option time value reserve - - - -
Net exchange differences reserve (6.6) 16.6 - -
Share-based payment reserve 71.0 19.8 86.0 25.3
Merger reserve - - 571.4 571.4
Capital redemption reserve 0.0 0.0 0.0 0.0
Total 65.7 51.1 657.4 596.7
i) Cash flow hedge reserve
Hedge reserves consist of the cash flow hedge reserve and the costs of hedging
reserve reflecting items such as the change in fair value related to forward
points-basis adjustment. The cash flow hedge reserve is used to recognise the
effective portion of gains or losses on foreign exchange forward contracts
that are designated and qualify as cash flow hedges, as described in note 21
(b).
ii) Net exchange differences reserve
Other comprehensive income reported in the net exchange differences reserve
comprises the net foreign exchange gains and losses on the translation of
foreign operations.
iii) Share-based payment reserve
The share-based payment reserve relates to the accumulated expense from the
recognition of equity-settled share-based payments to employees.
During the year, a £4.0m (2024: £16.2m) transfer was made between
share-based payment reserve and retained earnings which related to the full
vesting of the LTIP and A3 share award.
iv) Merger reserve
The merger reserve relates to the fair value of shares issued by the Company
as part of the restructuring ahead of the Company's IPO in 2021 at fair
value.
v) Capital redemption reserve
On 2 October 2023, the Company announced a buyback programme of up to £50.0m
that commenced on 12 October 2023. During the year, a total of 0.4m ordinary
shares within this buyback programme were bought back and cancelled for
£1.3m.
On 2 June 2025, the Company announced the reintroduction of a share buyback
programme of up to £50.0m. The Buyback Programme commenced on 2 June 2025 and
following announcement in these results, has been extended and is expected to
complete on or before 31 May 2027. During the year, a total of 1.0m ordinary
shares within this second buyback programme were bought back and cancelled for
£2.8m.
During the financial year, the Group had a total cash outflow of £4.1m (2024:
£9.8m) relating to share buybacks.
(d) Non-controlling interests
Non-controlling interests arise when the Group does not own all of a
subsidiary, but the Group retains control. Financial information
for subsidiary entities or groups that have material non-controlling
interests is provided below:
Proportion of economic interest held by Profit/(loss) allocated to Carrying value of
non-controlling interests non-controlling interests non-controlling interests
At 31 December 2025 2024 2025 2024 2025 (Restated)
% % £ m £ m £ m 2024
£ m
Bridgepoint OP LP 12.5% 15.0% 10.0 4.0 147.5 175.3
Bridgepoint European CLO Management I SCSp 31.8% 31.8% 5.2 0.3 45.2 32.8
15.2 4.3 192.7 208.1
i) ECP Transaction
The Group completed the acquisition of ECP in 2024. In accordance with the
purchase and sale agreement, the ECP vendors received partnership units which
are economically equivalent to the Company's ordinary shares and may be
ultimately exchanged for the shares on a one-for-one basis.
Upon completion, partnership units held by the ECP vendors (other than the
Group and its affiliates) represented 18.0% of the total interests in
Bridgepoint OP LP at the acquisition date. The non controlling interest
percentage reduced to 15.0% at 31 December 2024 and to 12.5% at 31 December
2025 due to the exchange of a number of the units for Company shares. The
Group elected to measure the non-controlling interests at their proportionate
share of the net assets of the combined Group.
The non-controlling interests arise in Bridgepoint OP LP, which is the
principal holding vehicle for the combined Group's operating activities.
Bridgepoint OP LP holds substantially all of the assets and liabilities of the
consolidated Group and, accordingly, the Group's consolidated statements of
financial position profit and loss and cash flows are not materially different
from the consolidated financial information of Bridgepoint OP LP. Accordingly,
the Directors consider that the consolidated financial statements provide the
relevant summarised financial information for the subsidiary giving rise to
the non-controlling interests.
2025
£ m
Summarised financial information attributable to non-controlling interests
(ECP transaction)
Profit for the year attributable to non-controlling interests 10.0
Total comprehensive income for the year attributable to non-controlling (4.6)
interests
Dividend equivalents paid to non-controlling interests in the year (13.6)
Dividend equivalents are paid to holders of partnership units on a basis
intended to be economically equivalent to dividends on the Company's ordinary
shares. During 2025, a number of partnership units were exchanged for Company
shares, reducing the non-controlling interest percentage to 12.5% at 31
December 2025 (2024: 15.0%). The carrying value in 2024 has been restated to
reflect an adjustment to final working capital, resulting in a £0.3m increase
in the non-controlling interest held by the ECP vendor. Further details are
set out in note 4.
In February 2026, additional partnership units were exchanged for Company
shares, resulting in the non-controlling interest percentage decreasing to
9.4%.
ii) Disposal of interest in BCLO Credit Investments I S.à r.l.
In 2024 a subsidiary of the Company, Bridgepoint Credit Holdings Limited
("BCHL"), entered into a subscription agreement with Bridgepoint European CLO
Management I SCSp (the "Partnership") to subscribe for a limited partnership
interest in the Partnership. The limited partnership interest was issued in
consideration for the contribution by BCHL of: (i) shares held by it to the
Partnership; and (ii) asset‑linked notes to the Partnership. At the same
time, an external investor also made a commitment to the Partnership,
representing a limited partnership interest of £32.5m or 31.8% with the
residual 68.2% owned by the Group.
The transaction is viewed as a partial disposal of a fully owned subsidiary
without losing control under IFRS 10. The transfer of the external investor's
own commitments and BCHL's asset-linked notes and shares into the Partnership
resulted in the non-controlling interest in the Partnership of 31.8% at 31
December 2025 with a carrying value of £45.2m (2024: 31.8% and £32.8m).
2025
£ m
Summarised financial information attributable to non-controlling interests
(Partnership restructure)
Profit for the year attributable to non-controlling interests 5.2
Total comprehensive income for the year attributable to non-controlling 2.0
interests
Dividends paid to non-controlling interests in the year -
25 Dividends and dividend equivalents
The Company paid a final dividend of 4.6 pence per share, which equated to
£38.6m, in May 2025 in respect of the second half of 2024. In addition,
£6.7m of dividend equivalents were paid to non-controlling interest holders
in May 2025 in respect of the second half of 2024.
An interim dividend of 4.7 pence per share, which equated to £39.5m, was paid
to shareholders in October 2025 in respect of the first half of 2025. In
addition, £6.9m of dividend equivalents were paid to non-controlling interest
holders in October 2025 in respect of the first half of 2025.
The Directors have proposed a final dividend of 4.7 pence per share, to be
paid in May 2026 to shareholders on the register as at 24 April 2026. This
equates to £41.2m, based on the number of shares in issue at 31 December
2025, subject to the share buyback programme, plus dividend equivalents
paid to non-controlling interests estimated to be £5.0m.
2025 2024
Ordinary dividends and dividend equivalents £ m Pence per share £ m Pence per share
Proposed final dividends and dividend equivalents 46.2 4.7 45.3 4.6
Interim dividends and dividend equivalents 46.4 4.7 45.2 4.6
26 Cash flow information
(a) Cash generated from operations
Group Company
2025 2024 2025 2024
£ m £ m £ m £ m
Profit/(loss) before tax 85.7 80.7 75.4 327.6
Adjustments for:
Dividend income - - (76.7) (325.7)
Share-based payments (exceptional) 60.1 32.4 - -
Share-based payments (non-exceptional) 4.7 6.2 - -
Management and other fees adjustment (3.0) - - -
Depreciation and amortisation expense 67.9 36.2 - -
Net other finance and other income or expenses 87.0 17.0 (0.2) (4.3)
Carried interest (57.9) (59.1) - -
Fair value remeasurement of investments (146.8) (38.8) - -
Net foreign exchange losses/(gains) 3.8 12.3 1.5 3.0
(Increase)/decrease in trade and other receivables 10.5 (6.9) (9.2) (5.8)
Increase/(decrease) in trade and other payables 27.6 (67.7) 12.8 (71.7)
Cash generated from operations 139.6 12.3 3.6 (76.9)
(b) Cash outflows from leases
Group
2025 2024
£ m £ m
Financing 16.5 18.5
Operating 0.4 0.2
Cash outflows from leases 16.9 18.7
The Company has nil leases (2024: nil).
(c) Reconciliation of liabilities arising from financing activities
1 January 2025 £m Cash Flows Net additions/ Fair value movements Foreign exchange movements 31 December 2025
£ m
£ m
£ m
£m
(disposals)
£ m
Borrowings 485.3 - - - (34.1) 451.2
Fair value of consolidated CLO liabilities 1,696.2 1,785.7 (974.7) (11.9) 92.5 2,587.8
Lease liabilities 87.9 (12.5) 22.2 - (1.0) 96.6
Total 2,269.4 1,773.2 (952.5) (11.9) 57.4 3,135.6
1 January 2024 £m Cash Flows Net additions/ Fair value movements Foreign exchange movements 31 December 2024
£ m (disposals) £ m £ m £m
£ m
Borrowings - 293.3 172.6 - 19.4 485.3
Fair value of consolidated CLO liabilities 1,152.0 607.7 (11.4) 0.8 (52.9) 1,696.2
Lease liabilities 81.6 (18.5) 24.8 - - 87.9
Total 1,233.6 882.5 186.0 0.8 (33.5) 2,269.4
The Company has nil borrowings or lease liabilities (2024: nil).
27 Related party transactions
(a) Key management compensation
The Directors are considered to represent the key management of the Group. The
compensation paid or payable to the key management is set out in the table
below, including amounts payable after they ceased to be Directors but
continued to be key management personnel of the Group, where applicable.
Group
2025 2024
£ m £ m
Salary, bonus and other benefits 5.7 4.7
Total 5.7 4.7
Further information on the remuneration of the Directors can be found in the
Remuneration Report.
(b) Directors' emoluments
The Directors of the Company were remunerated by the Group as set out below.
The aggregate value of remuneration expenses in relation to pensions and
share-based payments was less than £0.7m.
Group
2025 2024
£ m £ m
Salary, bonus and other benefits 5.7 5.3
Total 5.7 5.3
(c) Transactions with Directors
In 2025, two Directors of the Company were granted conditional share awards
over 455,372 shares, valued at £3.34 per share, with a total fair value of
£1.5m. These awards will vest on 31 March 2028. In 2024, a Director of the
Company was granted a conditional share award over 326,672 shares, valued at
£2.60 per share, with a total fair value of £0.9m, vesting on 31 March 2027.
As outlined in the Directors' Remuneration Policy, Executive Directors' bonus
amounts in excess of 25% of salary are subject to 50% deferral into shares,
which will vest after three years. During the year, 278,020 shares were
awarded under this deferral arrangement, valued at £3.34 per share, with a
total fair value of £0.9m (2024: nil), vesting on 31 March 2028.
(d) Carried interest and co-investment
Fund investors expect certain members of the Group's senior executive
management to invest in carried interest and co-investment in the funds
managed by the Group to demonstrate alignment of interest, and as such the
Executive Directors of the Company have made significant personal commitments
from their own resources to some of these funds. The funds and relevant CIPs,
intermediate holding companies or GPs (which are entitled to the carry) are
not consolidated by the Group but are related parties. The returns (in the
form of investment income and capital appreciation) are fully dependent on the
performance of the relevant fund and its underlying investments.
The Directors of the Company at 31 December 2025 have committed amounts from
their personal resources across multiple funds totalling £10.0m (31 December
2024: £7.2m).
(e) Transactions with funds
The funds are related parties of the Group. Amounts received as fees, from and
reimbursement of expenses paid on behalf of, the funds during the year are
shown in the table below, along with the amounts receivable at year end.
Group
2025 2024
£ m £ m
Amounts received from funds 360.9 311.0
Amounts receivable from funds 27.0 31.8
Amounts paid on behalf of the funds 5.5 20.3
28 Parent and ultimate controlling party
The Company is owned by a number of natural persons and corporate entities,
none of whom owns more than 20% of the issued share capital of the Company.
Accordingly, there is no parent entity nor ultimate controlling party.
29 Subsidiaries and interests in other entities
The Group consists of the Company and entities controlled by the Company. This
note sets out those subsidiary entities owned by the Company and that are
consolidated, those which are not, and those structured entities which are
consolidated in the financial statements.
Company
2025 2024
£ m £ m
Balance as at 1 January 1,375.0 1,026.9
Increase in investment in subsidiary and other Group affiliates 135.0 348.1
At 31 December 1,510.0 1,375.0
The additions in 2025 primarily arise from equity settled share awards granted
during the year. Further details are set out in note 7.
(a) List of subsidiaries
The table below shows details of subsidiaries owned directly or indirectly by
the Company as at 31 December 2025 and its ownership interest in each entity.
The registered office of each subsidiary is referenced to a table below the
list of subsidiaries. All subsidiaries operate in the countries where they are
registered or incorporated and are stated in the accounts at cost less, where
appropriate, provision for impairment.
Name of subsidiary Ref Country of incorporation Principal activity Share class Company's proportion of ownership interest
101 Investments (GP) Limited 1 UK General Partner Ordinary shares 87.5 %
Atlantic GP 1 Limited 1 UK General Partner Ordinary shares 87.5 %
Atlantic GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
Atlantic GP LLP 2 UK General Partner N/A -
BBTPS GP Limited 1 UK General Partner Ordinary shares 87.5 %
BBTPS FP GP Limited 2 UK General Partner Ordinary shares 87.5 %
BBTPS Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
BC II FP Limited 1 UK Dormant entity Ordinary shares 87.5 %
BC II FP SGP Limited 2 UK General Partner Ordinary shares 87.5 %
BC GP 1 Limited 1 UK General Partner Ordinary shares 87.5 %
BC GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BC II GP LLP 2 UK General Partner N/A -
BC II GP LP 2 UK General Partner N/A -
BC II MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BC MLP UK Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BC SMA Carry GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
BC SMA II Carry GP LLP 2 UK General Partner N/A -
BC SMA II FP Limited 1 UK Limited Partner Ordinary shares 87.5 %
BCLO Credit Investments I S.à r.l. 3 Luxembourg CLO management company Ordinary shares 87.5 %
BCO II Carry GP LLP 2 UK General Partner N/A -
BCO III Carry GP LLP 2 UK General Partner N/A -
BCO IV Carry GP LLP 2 UK General Partner N/A -
BCO IV LORAC Limited 1 UK Dormant entity Ordinary shares 87.5 %
BCO V Carry GP LLP 1 UK General Partner N/A -
BDC GP LP 2 UK General Partner N/A -
BDC II (SGP) Limited 2 UK General Partner Ordinary shares 87.5 %
BDC II FP GP Limited 2 UK General Partner Ordinary shares 87.5 %
BDC II GP LP 2 UK General Partner N/A -
BDC II Limited 1 UK Limited Partner Ordinary shares 87.5 %
BDC II Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
BDC III GP 1 Limited 1 UK General Partner Ordinary shares 87.5 %
BDC III GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BDC III GP LLP 1 UK General Partner N/A -
BDC III Limited 1 UK Limited Partner Ordinary shares 87.5 %
BDC III Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
BDC III SFP GP Limited 2 UK General Partner Ordinary shares 87.5 %
BDC IV Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
BDC IV Limited 1 UK Dormant entity Ordinary shares 87.5 %
BDC GP 1 Limited 1 UK General Partner Ordinary shares 87.5 %
BDC IV GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BDC IV MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BDC IV Finance 1 Limited 1 UK Limited Partner Ordinary shares 87.5 %
BDC IV Finance GP LLP 1 UK General Partner N/A -
BDC IV GP LLP 2 UK General Partner N/A -
BDC IV GP LP 2 UK General Partner N/A -
BDC IV SFP GP Limited 2 UK General Partner Ordinary shares 87.5 %
BDC V GP LLP 1 UK General Partner N/A -
BDC V MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BDC V GP SCSp 3 Luxembourg General Partner N/A -
BDC V GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BDC V SLP GP Limited 1 UK General Partner Ordinary shares 87.5 %
BDC Special 1 Limited 2 UK General Partner Ordinary shares 87.5 %
BDC Special 2 Limited 2 UK General Partner Ordinary shares 87.5 %
BDC Special GP LLP 2 UK General Partner N/A -
BDCP II (Nominees) Limited 1 UK Nominee company Ordinary shares 87.5 %
BDCP II GP 1 Limited 1 UK General Partner Ordinary shares 87.5 %
BDCP II GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BDCP II GP LLP 2 UK General Partner N/A -
BDCP II GP LP 2 UK General Partner N/A -
BDCP II Limited 1 UK Dormant entity Ordinary shares 87.5 %
BDCP II MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BDCP II SFP GP Limited 2 UK General Partner Ordinary shares 87.5 %
BDL I Carry GP LLP 2 UK General Partner N/A -
BDL II Carry GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
BDL III Carry GP LLP 2 UK General Partner N/A -
BDL III LORAC Limited 1 UK Dormant entity Ordinary shares 87.5 %
BEP IV (Nominees) Limited 1 UK Nominee company Ordinary shares 87.5 %
BDL IV Carry GP LLP 2 UK General Partner N/A -
BEP IV FP Limited 1 UK Limited Partner Ordinary shares 87.5 %
BEP IV FP SGP Limited 2 UK General Partner Ordinary shares 87.5 %
BEP IV GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BEP IV GP LLP 2 UK General Partner N/A -
BEP IV GP LP 2 UK General Partner N/A -
BEP IV MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BEV Germany GP Co Limited 4 Guernsey General Partner Ordinary shares 87.5 %
BEV FP Limited 1 UK Limited Partner Ordinary shares 87.5 %
BEV GP LLP 1 UK General Partner N/A -
BEV FP SGP Limited 2 UK General Partner Ordinary shares 87.5 %
BEV GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BEV GPC Limited 1 UK General Partner Ordinary shares 87.5 %
BEV MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BEV Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
BEV Nominees II Limited 1 UK Nominee company Ordinary shares 87.5 %
BE VI FP Limited 1 UK Dormant entity Ordinary shares 87.5 %
BE VI FP SGP Limited 2 UK General Partner Ordinary shares 87.5 %
BE VI GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
BE VI GP LLP 2 UK General Partner N/A -
BE VI GP LP 2 UK General Partner N/A -
BE VI MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
BE VI Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
BE VI Nominees II Limited 1 UK Nominee company Ordinary shares 87.5 %
BE VI Bridge 1 Nominee Limited 1 UK Nominee company Ordinary shares 87.5 %
BE VI Bridge 2 Nominee Limited 1 UK Nominee company Ordinary shares 87.5 %
BE VI Bridge 3 Nominee Limited 1 UK Nominee company Ordinary shares 87.5 %
BE VII GP SCSp 3 Luxembourg General Partner N/A -
BECM I GP1 Limited 2 UK General Partner Ordinary shares 87.5%
BG II GP LLP 1 UK General Partner N/A -
BG II Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
Bridgepoint Advisers Singapore Pte. Ltd 15 Singapore Private equity advisory company Ordinary shares 87.5 %
Bridgepoint AB 5 Sweden Private equity advisory company Ordinary shares 87.5 %
Bridgepoint Advantage Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Advantage MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
Bridgepoint Advantage FP Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Advantage FP SGP Limited 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Advantage GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
Bridgepoint Advantage GP LLP 2 UK General Partner N/A -
Bridgepoint Advantage GP LP 2 UK General Partner N/A -
Bridgepoint Advantage Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
Bridgepoint Advisers Europe Limited 1 UK Private equity advisory company Ordinary shares 87.5 %
Bridgepoint Advisers Group Limited 1 UK Investment holding company Ordinary shares 87.5 %
Bridgepoint Advisers Holdings 1 UK Investment holding company Ordinary shares 87.5 %
Bridgepoint Advisers II Limited 1 UK Private equity management company Ordinary shares 87.5 %
Bridgepoint Advisers Limited 1 UK Private equity management company Ordinary shares 87.5 %
Bridgepoint Advisers UK Limited 1 UK Private equity management company Ordinary shares 87.5 %
Bridgepoint AIV Holdings Corp. 13 United States Dormant entity Ordinary shares 87.5 %
Bridgepoint Capital (Doolittle) Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Capital (Nominees) Limited 1 UK Nominee company Ordinary shares 87.5 %
Bridgepoint Capital Directorships Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Capital General Partner LP 2 UK General Partner N/A -
Bridgepoint Capital Group Limited Employee Benefit Trust 1 UK Employee Benefit Trust N/A -
Bridgepoint Capital Scottish GP Limited 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Capital Partners Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Credit AD GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Advisers UK Limited 1 UK Credit fund advisory company Ordinary shares 87.5 %
Bridgepoint Credit BOCPIF GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Carry LP 2 UK Investment holding company N/A -
Bridgepoint Credit Carry GP LLP 2 UK General Partner N/A -
Bridgepoint Credit CLO GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Co-Invest GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Co-investment (French) GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Empire GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Conseil France SAS 11 France Credit fund management company Ordinary shares 87.5 %
Bridgepoint Credit FSBA GP S.à r.l 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit GP Verwaltungs GmbH 12 Germany General Partner Ordinary shares 87.5 %
Bridgepoint Credit Holdings Limited 1 UK Investment holding company Ordinary shares 87.5 %
Bridgepoint Credit Limited 1 UK Credit fund management company Ordinary shares 87.5 %
Bridgepoint Credit Management Limited 1 UK Credit fund management company Ordinary shares 87.5 %
Bridgepoint Credit MSPD GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit MPD GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
Bridgepoint Credit Opportunities II GP Limited 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Credit Opportunities II GP LP 2 UK General Partner N/A -
Bridgepoint Credit Opportunities II GP GmbH & Co. KG 12 Germany General Partner N/A -
Bridgepoint Credit Opportunities III GP LP 2 UK General Partner N/A -
Bridgepoint Credit Opportunities III GP Limited 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Credit Opportunities IV GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Opportunities V GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Opportunities SICAV GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Partners Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Credit PPF GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit PS GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Credit Services S.à r.l. 3 Luxembourg Credit fund advisory company Ordinary shares 87.5 %
Bridgepoint Debt Funding Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Debt Management Limited 1 UK Financing entity Ordinary shares 87.5 %
Bridgepoint Debt Managers Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Development Capital Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Development Capital V GP S.a r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Development Capital V Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint Direct Lending E GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Direct Lending II GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Direct Lending III GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Direct Lending IV GP S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Europe (SGP) Ltd 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Europe III FP (GP) Limited 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Europe III (GP) Limited 1 UK General Partner Ordinary shares 87.5 %
Bridgepoint Europe III GP LP 2 UK General Partner N/A -
Bridgepoint Europe IV (Nominees) 1 Limited 1 UK Nominee entity Ordinary shares 87.5 %
Bridgepoint Europe IV (Nominees) Limited 1 UK Nominee entity Ordinary shares 87.5 %
Bridgepoint Europe IV FP (GP) Limited 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Europe IV General Partner L.P. 2 UK General Partner N/A -
Bridgepoint Europe IV General Partner 'F' L.P. 2 UK General Partner N/A -
Bridgepoint Europe Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint Europe Managerial LLP 1 UK Limited Partner N/A -
Bridgepoint Europe Private Equity (Spain) GP 2 Limited 1 UK Limited Partner Ordinary shares 87.5%
Bridgepoint Europe V Finance 1 Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Europe V Finance GP LLP 1 UK Limited Partner N/A -
Bridgepoint Europe VI Bridge GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Bridge 2 GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Bridge 3 GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Bridge Holding GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VI Finance 1 Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Europe VI Finance GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VII (GP) S.à r.l. 3 Luxembourg General Partner Ordinary shares 87.5 %
Bridgepoint Europe VII FP Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint Europe VII FP SGP Limited 2 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Europe VII GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
Bridgepoint Europe VII GP LLP 1 UK General Partner N/A -
Bridgepoint Europe VII Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
Bridgepoint Europe VII MLP Limited 1 UK Managing Limited Partner Ordinary shares 87.5 %
Bridgepoint Europe VIII (GP) S.à r.l. 3 Luxembourg General partner Ordinary shares 87.5 %
Bridgepoint Europe VIII FP Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint Europe VIII GP 2 Limited 1 UK General partner Ordinary shares 87.5 %
Bridgepoint Europe VIII GP LLP 1 UK General partner Ordinary shares 87.5 %
Bridgepoint Europe VIII MLP Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint Europe VIII Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
Bridgepoint Finance Limited 1 UK Financing entity Ordinary shares 87.5 %
Bridgepoint Fund Management S.à r.l. 3 Luxembourg Private equity management company Ordinary Shares 87.5 %
Bridgepoint Generations Aggregator GP S.à r.l. 17 Luxembourg General partner Ordinary shares 87.5 %
Bridgepoint Generations GP S.à r.l. 17 Luxembourg General partner Ordinary shares 87.5 %
Bridgepoint Generations Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Generations Sub-Aggregator GP S.à r.l. 17 Luxembourg General partner Ordinary shares 87.5 %
Bridgepoint GmbH 6 Germany Private equity advisory company Ordinary shares 87.5 %
Bridgepoint GP2 LLP 2 UK General Partner N/A - %
Bridgepoint Growth I GP LLP 1 UK General Partner N/A - %
BDC V Nominees Limited 1 UK Nominee entity Ordinary shares 87.5 %
Bridgepoint Growth Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Group Holdings Limited 1 UK Holding company Ordinary shares 87.5 %
Bridgepoint Group Hong Kong Limited 18 China Advisory company Ordinary shares 87.5 %
Bridgepoint Growth Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
Bridgepoint Holdco 1 Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Holdings Group Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Holdings Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Infrastructure Advisers Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Infrastructure Development Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Infrastructure Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Infrastructure GP Limited 1 UK General Partner Ordinary shares 87.5 %
Bridgepoint International Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Investment Consultants (Shanghai) Co Ltd 8 China Private equity advisory company Ordinary shares 87.5 %
Bridgepoint Management Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint ECP ME Limited 19 UAE Advisory company Ordinary shares 87.5 %
Bridgepoint Netherlands B.V. 9 Netherlands Private equity advisory company Ordinary shares 87.5 %
Bridgepoint OP GP Limited 1 UK General Partner Ordinary shares 100.0%
Bridgepoint OP LP 1 UK Investment holding partnership N/A - %
Bridgepoint Partners Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint PC SGP Limited 2 UK General Partner Ordinary shares 87.5 %
Bridgepoint Preservation Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Private Equity (Spain) FP GP Limited 2 UK General partner Ordinary shares 87.5 %
Bridgepoint Private Equity (Spain) FP Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint Private Equity (Spain) FP SGP Limited 2 UK General partner Ordinary shares 87.5 %
Bridgepoint Private Equity (Spain) GP LLP 1 UK General partner N/A - %
Bridgepoint SAS 7 France Private equity advisory company Ordinary shares 87.5 %
Bridgepoint Services France SAS 11 France Private equity advisory company Ordinary shares 87.5 %
Bridgepoint Private Equity Group Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Private Equity Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Private Wealth Limited 1 UK Limited Partner Ordinary shares 87.5 %
Bridgepoint Property Advisers Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Property Development Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Real Estate Advisers Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Real Estate Development Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Real Estate Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint Real Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint SA 10 Spain Private equity advisory company Ordinary shares 87.5 %
Bridgepoint Services S.à.r.l. 3 Luxembourg Private equity advisory company Ordinary shares 87.5 %
Bridgepoint Structured Credit Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint UK Holdco Limited 1 UK Investment holding company Ordinary shares 100.0%
Bridgepoint UK Midco Limited 1 UK Investment holding company Ordinary shares 87.5 %
Bridgepoint US Holdings Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint US Holdco Limited 16 United States Investment holding company Ordinary shares 100.0%
Bridgepoint US Holdco 2 Limited 16 United States Investment holding company Ordinary shares 100.0%
Bridgepoint US Finance Limited 1 UK Financing entity Ordinary shares 87.5 %
Bridgepoint Ventures Limited 1 UK Dormant entity Ordinary shares 87.5 %
Bridgepoint, LLC 17 United States Private equity advisory company Ordinary shares 87.5 %
Burgundy GP LLP 1 UK General Partner N/A - %
Burgundy GP 2 Limited 1 UK General Partner Ordinary shares 87.5 %
Energy Capital Partners Holdings, LP 13 United States Limited Partner N/A - %
Energy Capital Partners Management, LP 13 United States Limited Partner N/A - %
Energy Capital Partners Management Asia, LLC 13 United States Infrastructure advisory company Ordinary shares 87.5 %
GeorgeTown (Nominees) Limited 1 UK Dormant entity Ordinary shares 87.5 %
Horninghaven Limited 1 UK Dormant entity Ordinary shares 87.5 %
Horningway Limited 1 UK General Partner Ordinary shares 87.5 %
HPE II GP LP 2 UK General Partner N/A - %
HPE SGP Limited 2 UK General Partner Ordinary shares 87.5 %
LORAC 5 Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC 6 Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BC Co-Investment Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BC II Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BDC III Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BDC IV Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BDC V Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BDC Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BDCP II Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BEP IV Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BE VI Co-investment Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BECM I Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BG I Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BG II Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC Carry BC SMA II Limited 1 UK Investment holding company Ordinary shares 87.5 %
LORAC Carry BCO IV Limited 1 UK Investment holding company Ordinary shares 87.5 %
LORAC Carry BDL III Limited 1 UK Investment holding company Ordinary shares 87.5 %
LORAC Carry BCO V Limited 1 UK Limited Partner Ordinary shares 87.5 %
LORAC Eagle Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC KITE Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC (1998) Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC 3 Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC 4 Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC 5991 Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BBTPS Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BE VII Co-Investment Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BE VII Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC BPC Limited 1 UK Dormant entity Ordinary shares 87.5 %
LORAC Carry BDL IV Limited 1 UK Limited Partner Ordinary shares 87.5 %
LORAC ECP V Co-Investment Limited 1 UK Dormant entity Ordinary shares 87.5 %
New HPE II GP LP 2 UK General Partner N/A - %
Opal Investments LP 2 UK Investment holding partnership N/A - %
PEPCO Services LLP 1 UK Collective purchasing negotiator N/A - %
Quantum US Holding L.P 16 United States Limited partner N/A - %
Ruby Investments (UK) Limited 1 UK Dormant entity Ordinary shares 87.5 %
Sapphire Investments (Guernsey) Limited 4 Guernsey Investment holding company Ordinary shares 87.5 %
Throttle Nominees Limited 1 UK Nominee company Ordinary shares 87.5 %
Thompson Trustees Limited 1 UK Dormant entity Ordinary shares 87.5 %
Vigny Advisory 14 France Dormant entity Ordinary shares 87.5 %
Vigny Participation 14 France Dormant entity Ordinary shares 87.5 %
Vigny Holding 14 France Dormant entity Ordinary shares 87.5 %
Wigeavenmore GP LLP 1 UK General Partner N/A - %
Ref Registered office
1 5 Marble Arch, London, W1H 7EJ, United Kingdom
2 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, Scotland, United Kingdom
3 6B Rue du Fort Niedergrünewald, Luxembourg, L-2226, Luxembourg
4 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL, Guernsey
5 Mäster Samuelsgatan 1, S-111 44 Stockholm, Sweden
6 Nextower, Thurn-und-Taxis-Platz 6, 60313 Frankfurt, Germany
7 21 Avenue Kleber, 75116, Paris, France
8 Unit 2103-05, ONE ICC, No 999 Middle Huaihai Road, Shanghai, Xuhui District,
China
9 Paulus Potterstraat 22A, 1071 DA, Amsterdam, Netherlands
10 Calle Rafael Calvo, 39A-4° - 28010 Madrid, Spain
11 21 rue La Pérouse, 75116, Paris, France
12 C/O Steigmaier Steuerberatungsgesellschaft mbH, Schleissheimer Str. 12, 85221,
Dachau, Germany
13 40 Beechwood Rd, Summit, NJ 07901, USA
14 21 rue La Pérouse, 75017, Paris, France
15 10 Anson Road, #22-02, International Plaza, Singapore (079903)
16 251 Little Falls Drive, City of Wilmington 19808, County of New Castle, USA
17 80 route d'Esch, Luxembourg, Luxembourg, L-1470, Luxembourg
18 30th Floor, Jardine House, One Connaught Place, Central, Hong Kong
19 Cloud Suite 402, Level 14, Al Sarab Tower, Abu Dhabi Global Market Square, Al
Maryah Island, Abu Dhabi, United Arab Emirates
(b) Entities not consolidated
The table below shows entities that are indirect subsidiaries of the Company,
but the Group does not have the power to direct activities or rights to
variable returns from the entity and they are therefore not consolidated in
the financial information.
Name of subsidiary Ref Country of incorporation Principal activity Share class Proportion of ownership interest
Bridgepoint PE CI Limited 1 UK Investment holding company Ordinary shares 49.1%
Sapphire Sub II A Limited* 4 Guernsey Investment holding company Ordinary shares 100.0%
Sapphire Sub II B Limited* 4 Guernsey Investment holding company Ordinary shares 100.0%
Sapphire Sub III A Limited* 4 Guernsey Investment holding company Ordinary shares 100.0%
Sapphire Sub III B Limited* 4 Guernsey Investment holding company Ordinary shares 100.0%
Sapphire Sub III C Limited* 4 Guernsey Investment holding company Ordinary shares 100.0%
Sapphire Sub South Limited* 4 Guernsey Investment holding company Ordinary shares 25.0%
* Entities are in liquidation.
The profit or loss for the above entities for the years ended 31 December
2025 and 2024 are not material.
(c) Consolidated structured entities
The table below shows details of structured entities that the Group is deemed
to control and are consolidated within the financial statements for the
periods referenced.
Name of structured entities Country of incorporation Group's proportion of ownership interest Nature of interest Periods consolidated
BE VI (French) Co-Invest LP UK 86.2% Limited partner All periods
BDC IV (French) Co-Investment LP UK 51.9% Limited partner All periods
BE VII Co-Investment (Feeder) Partnership LP UK 50.0% Limited partner All periods
Bridgepoint CLO 1 DAC Ireland 55.2% Subordinated note in the residual class All periods
Bridgepoint CLO 3 DAC Ireland 58.8% Subordinated note in the residual class All periods
Bridgepoint CLO IV DAC Ireland 74.9% Subordinated note in the residual class All periods
Bridgepoint CLO V DAC Ireland 66.2% Subordinated note in the residual class All periods
Bridgepoint CLO VI DAC Ireland 68.4% Subordinated note in the residual class All periods
Bridgepoint CLO VII DAC Ireland 64.6% Subordinated note in the residual class All periods
Bridgepoint CLO VIII DAC Ireland 65.8% Subordinated note in the residual class All periods
Bridgepoint CLO IX DAC Ireland 50.7% Subordinated note in the residual class 2025
Bridgepoint CLO X DAC Ireland 50.0% Warehouse entity 2025
Bridgepoint Generations S.A. SICAV Luxembourg 76.8% Limited partner 2025
Bridgepoint Generations Master SCSp SICAV Luxembourg 76.8% Limited partner 2025
Bridgepoint Generations Aggregator - I SCSp Luxembourg 76.8% Limited partner 2025
Bridgepoint Generations Sub-Aggregator- I SCSp Luxembourg 76.8% Limited partner 2025
Bridgepoint European CLO Management I SCSp Luxembourg 68.2% Limited partner All periods
Opal Investments LP UK 85.0% Limited partner All periods
Maple Tree VII LP UK 21.7%* Limited partner All periods
* A control assessment of Maple Tree VII LP has been performed in
accordance with the Group's accounting policies and concluded that the Group
has power and exposure to variable returns in profit sharing. As a result, the
Group consolidates the vehicle. Under the limited partnership agreement,
third-party investors have the right to receive a minimum return on drawn
commitments, along with a share of residual profits from the partnership.
(d) Associates
Where the Group holds investments in funds, CIP, intermediate holding
companies or GPs that give the Group significant influence, but not control,
through participation in financial and operating policy decisions, the Group
measures investments in associates at fair value through profit or loss.
Information about the Group's associates measured at fair value is shown
below. Where the Group holds an interest that is greater than 20% the Group is
considered to have significant influence, but not control. These investments
are recorded as financial assets or carried interest receivable within the
Group Consolidated Statement of Financial Position.
Proportion of ownership interest/voting rights held by the Group Income distributions
received from associate
Name of associates Ref Country of incorporation Principal activity 2025 2024 2025 2024
£ m £ m
BDC III SFP LP* 1 UK Investment holding vehicle 25.0% 25.0% 14.3 39.0
BDC IV SFP LP* 1 UK Investment holding vehicle 35.0% 35.0% - -
BDCP II SFP LP* 1 UK Investment holding vehicle 20.0% 20.0% - -
BE IV FP LP 1 UK Investment holding vehicle 28.1% 28.1% 2.0 4.4
BEP IV SFP LP* 1 UK Investment holding vehicle 31.8% 31.8% 4.5 21.0
BE VI SFP LP* 1 UK Investment holding vehicle 22.5% 22.5% - -
BE VI Co-Investment (Feeder) Partnership LP 1 UK Investment holding vehicle 45.2% 45.2% 0.8 0.6
BE VII Co-Investment Partnership LP 1 UK Investment holding vehicle 22.4% 10.2% - -
Bridgepoint Growth I SFP LP* 1 UK Investment holding vehicle 35.0% 35.0% - -
ECP TerraSol GP, LP* 2 USA Investment holding vehicle 22.5% n/a - n/a
ECP GP IV, LP* 2 USA Investment holding vehicle 15.0% 15.0% 13.7 -
ECP GP V, LP* 2 USA Investment holding vehicle 13.3% 13.3% 2.7 0.3
ECP Calpine Fund GP LP* 2 USA Investment holding vehicle 12.4% 12.4% - 1.4
ECP Credit Solutions GP II LP* 2 USA Investment holding vehicle 15.0% 15.0% 4.2 0.7
ECP IV (Liberty Recycling Co-invest), LP* 2 USA Investment holding vehicle 50.0% 50.0% - -
ECP FBO Energy Infra, LLC* 2 USA Investment holding vehicle -% 15.0% 0.6 -
ECP Renewables GP, LP* 2 USA Investment holding vehicle 15.0% 15.0% - -
ECP Energy Transition Opportunities GP LP 2 USA Investment holding vehicle 50.0% 50.0% - -
* Only ownership interests relating to carried interest are
presented when a vehicle is also entitled to co-investment income as the
carried interest is expected to be more valuable.
1. The partnership's registered address is 50 Lothian Road,
Edinburgh, EH3 9WJ, UK
2. The partnership or the company's registered address is 40
Beechwood Rd, Summit, NJ 07901, USA
ECP GP IV LP
The group has an investment that has a holding of 50% of the limited partner
commitments of ECP GP IV LP. Where the Group holds an interest that is greater
than 20%, the Group is considered to have significant influence, but not
control. Accordingly, ECP GP IV LP is considered to be an associate of the
Group. Key financial information about the fund is set out in the table below.
2025 2024
Investments at fair value 585.2 526.2
Other assets 0.1 20.1
Total liabilities (0.3) -
Net Assets 585.1 546.3
Profit for the year 106.9 167.2
Group's carried interest 15.0% 15.0%
BDC III SFP LP
Within investments in funds, the Group has an interest of 25.0% in BDC III SFP
LP, a partnership that is a co-investor into the BDC III fund partnerships.
Where the Group holds an interest that is greater than 20% the Group is
considered to have significant influence, but not control. Accordingly, BDC
III SFP LP is considered to be an associate of the Group. Key financial
information about the fund is set out in the table below.
2025 2024
Investments at fair value 114.8 132.4
Other assets 0.5 52.0
Total liabilities (0.1) (51.0)
Net Assets 115.3 133.3
Profit for the year 57.6 152.0
Group interest 25.0% 25.0%
(e) Subsidiaries not audited
For the year ended 31 December 2025 the following UK subsidiaries were
expected to be entitled to exemption from audit under section 479A of the
Companies Act 2006 relating to subsidiary companies:
101 Investments (GP) Limited BDC III GP 2 Limited BDL I Carry GP LLP Bridgepoint Europe III FP (GP) Limited
Atlantic GP LLP BDC III SFP GP Limited BDL III Carry GP LLP Bridgepoint Europe IV FP (GP) Limited
Atlantic GP 1 Limited BDC IV MLP Limited BDL IV Carry GP LLP Bridgepoint Europe Private Equity (Spain) GP 2 Limited
BBTPS FP GP Limited BDC IV SFP GP Limited BE VI FP SGP Limited Bridgepoint Europe VI Bridge 2 GP LLP
BC GP 2 Limited BDC Special 1 Limited BE VI GP 2 Limited Bridgepoint Europe VI Bridge 3 GP LLP
BC II FP SGP Limited BDC Special 2 Limited BE VI MLP Limited Bridgepoint Europe VI Bridge GP LLP
BC II MLP Limited BDC Special GP LLP BECM I GP1 Limited Bridgepoint Europe VI Bridge Holding GP LLP
BC MLP UK Limited BDC V GP 2 Limited BEP IV FP SGP Limited Bridgepoint Europe VII FP SGP Limited
BC SMA II Carry GP LLP BDC V MLP Limited BEP IV GP 2 Limited Bridgepoint Europe VII GP 2 Limited
BCO II Carry GP LLP BDC V SLP GP Limited BEP IV MLP Limited Bridgepoint Europe VII MLP Limited
BCO III Carry GP LLP BDCP II GP 1 Limited BEV FP SGP Limited Bridgepoint PC SGP Limited
BCO IV Carry GP LLP BDCP II GP 2 Limited BEV MLP Limited Bridgepoint Private Equity (Spain) FP Limited
BDC II FP GP Limited BDCP II MLP Limited Bridgepoint Advantage FP SGP Limited Bridgepoint Private Equity (Spain) FP SGP Limited
BDC II Limited BDCP II SFP GP Limited Bridgepoint Credit Carry GP LLP Burgundy GP LLP
For the year ended 31 December 2025 a subsidiary of the Company, Bridgepoint
OP LP, was expected to take exemption under section 7 of The Partnerships
(Accounts) Regulations 2008 (as amended by the Companies and Partnerships
(Accounts and Audit) Regulations 2013).
30 Unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or
similar rights are not the dominant factor in deciding who controls the
entity, such as when any voting rights relate to administrative tasks only and
the relevant activities are directed by means of contractual arrangements.
The Group has determined that where the Group holds an investment, loan, fee
receivable, commitment with an investment fund, CIP, intermediate holding
companies or GPs with a right to carried interest, this represents an interest
in a structured entity. Where the Group does not hold an investment in the
structured entity, the Group has determined that the characteristics of
control are not met. As set out in note 3 (a), CIPs that currently have value
are those where the Group is exposed to variable returns of below 50% with the
main beneficiaries of the CIP being the other participants.
The disclosure below includes CLO 2 for the years ended 31 December 2025 and
31 December 2024, which is not consolidated in either year, as explained in
note 3 (a).
The Group acts in accordance with pre-determined parameters set out in various
agreements and the decision-making authority is well defined, including
third-party rights in respect of the investment manager. The agreements
include management fees that are commensurate with the services provided and
performance fee arrangements that are industry standard. As such the Group is
acting as agent on behalf of these investors and therefore these entities are
not consolidated into the Group's financial statements.
The Group's interest in, and exposure to, unconsolidated structured entities,
including outstanding management fees, is detailed in the table below and
recognised within trade and other receivables in the Consolidated Statement of
Financial Position. The carried interest receivable is included within the
Consolidated Statement of Financial Position.
at 31 December Value of the Group's co-investments* at year end Typical Group commitment to the fund as Total investor commitments Net asset value of the funds at year end Management fees recognised by the Group Typical management fee range Carried interest rate Typical Group share of carried interest Group accrued carried interest receivable at year end Group maximum exposure to loss at year end
£ m % £ bn £ bn £ m % % % £ m £ m
(where applicable)
2025
Private equity funds 682.6 ≈2% 33.9 18.1 241.3 0.75 to 2.00% Generally up to 20% of profits over threshold Up to 35% 64.4 747.0
Credit funds 23.4 ≈2% 8.5 4.4 69.9 0.50 to 1.75% Generally up to 20% of profits over threshold Up to 35% 2.6 26.0
Infrastructure funds 150.0 ≈3% 10.3 12.5 112.6 0.75 to 1.50% Generally up to 20% of profits over threshold 12.4-22.5% 81.9 311.9
856.0 52.7 35.0 423.8 148.9 773.0
* Investments attributable to third-party investors are excluded.
at 31 December Value of the Group's co-investments* at year end Typical Group commitment to the fund as Total investor commitments Net asset value of the funds at year end Management fees recognised by the Group Typical management fee range Carried interest rate Typical Group share of carried interest Group accrued carried interest receivable at year end Group maximum exposure to loss at year end
£ m % £ bn £ bn £ m % % % £ m £ m
(where applicable)
2024
Private equity funds 470.8 ≈2% 31.9 18.2 238.8 0.75 to 2.00% Generally up to 20% of profits over threshold Up to 35% 49.0 519.8
Credit funds 129.1 ≈2% 7.2 4.4 61.3 0.50 to 1.75% Generally up to 20% of profits over threshold Up to 35% 2.5 131.6
Infrastructure funds 140.6 ≈3% 9.9 11.6 33.0 0.75 to 1.50% Generally up to 20% of profits over threshold 12-15% 61.8 202.4
740.5 49.0 34.2 333.1 113.3 853.8
* Investments attributable to third-party investors are excluded.
31 Events after the reporting period
On 6 February 2026, the Group completed a transaction to add the team from
Newbury Partners, a specialist middle market secondaries investment firm
headquartered in Stamford, Connecticut, USA to the Bridgepoint platform.
The addition will be accounted for as a business combination in accordance
with IFRS 3.
As control transferred after 31 December 2025, no adjustment in respect of
this transaction has been made to the Group's consolidated financial
statements for the year ended 31 December 2025, in accordance with IAS 10
"Events after the Reporting Period" ("IAS 10").
The Group will recognise the identifiable assets acquired and liabilities
assumed at their fair values as at the date of completion in the consolidated
financial statements for the year ending 31 December 2026, together with any
goodwill and intangible assets arising in the transaction.
The initial accounting for the acquisition, including the fair value
assessment of acquired intangible assets, working capital, and the
determination of goodwill, is ongoing. As a result, it is not practicable at
the date of authorisation of these financial statements to provide reliable
estimates of the fair values of the identifiable assets acquired and
liabilities assumed or the resulting goodwill, nor the associated impact on
the Group's consolidated statement of financial position.
The addition is expected to contribute to the Group's results from 6 February
2026. Further information, including the final purchase price allocation and
any material acquired intangible assets, will be disclosed in the Group's
consolidated financial statements for the year ending 31 December 2026.
There were no other material events after the reporting date requiring
adjustment or disclosure since 31 December 2025.
Supplementary information: Alternative performance measures (APMs)
This announcement includes several measures which are not defined or
recognised under International Financial Reporting Standards ("IFRS"),
including financial and operating measures relating to the Group such as
EBITDA, Underlying EBITDA, Underlying EBITDA margin, Underlying profit before
tax, Underlying FRE, Underlying FRE margin, PRE, Fee Paying AUM and Total AUM,
all of which the Group considers to be alternative performance measures
("APMs"). These are reconciled to the statutory results in the tables below.
These APMs and KPIs are used by the Board and management to analyse the
Group's business and financial performance, track the Group's progress and
help develop long-term strategic plans. These APMs are presented to provide
additional information to investors and enhance their understanding of the
Group's results and operations. Furthermore, the Board believes that these
APMs are widely used by certain investors, securities analysts and other
interested parties as supplemental measures of performance and liquidity.
However, as these measures are not determined in accordance with IFRS or any
generally accepted accounting standards, and are thus susceptible to varying
calculations, they may not be comparable to other similarly titled measures
used by other companies and have limitations as analytical tools. In
particular, there are no generally accepted principles governing the
calculation of these measures and the criteria on which these measures are
based can vary from company to company, which means that other companies may
define and calculate such measures differently from the Group.
In addition, as the Group is required by IFRS to consolidate certain
Collateralised Loan Obligations ("CLOs") and other structured vehicles which
are managed by the Group and in which the Group has an investment, and so the
consolidated statement of financial position includes the assets and
liabilities and the consolidated statement of cash flows includes the gross
cash inflows and outflows for the period for those consolidated CLOs and other
structured fund vehicles.
The consolidation of these CLOs and other structured vehicles could distort
how a reader of the financial statements interprets the profit or loss,
balance sheet and cash flows of the Group, therefore the financial review
includes a summarised non-statutory balance sheet and cash flow statement
which exclude assets and liabilities relating to third-party investors. Such
measures are also APMs. Full versions of these statements along with a
non-statutory profit or loss can be found on Supplementary Information:
Non-statutory consolidated statement of profit or loss, excluding P&L of
third-party CLOs and other investors and Supplementary Information:
Non-statutory consolidated cash flow statement, excluding cash flows relating
to consolidated CLOs and structured fund vehicles attributable to third-party
investors
APMs should not be considered in isolation and investors should not consider
such information as alternatives to total operating income, profit before tax
or cash flows from operating activities calculated in accordance with IFRS, as
indications of operating performance or as measures of the Group's
profitability or liquidity. Such financial information must be considered only
in addition to, and not as a substitute for or superior to, financial
information prepared in accordance with IFRS included elsewhere in this
announcement
Supplementary information:
Non statutory consolidated statement of profit or loss, excluding exceptional
costs and adjusted items
for the year ended 31 December
Unaudited Unaudited
2025 (restated)
£ m 2024
£ m
Management and other fees 427.0 336.0
Carried interest 60.0 59.1
Fair value remeasurement of investments 91.6 31.6
Other operating income 0.7 1.0
Total operating income 579.3 427.7
Personnel expenses (206.6) (157.8)
Other operating expenses (67.9) (56.4)
EBITDA 304.8 213.5
Depreciation and amortisation expense (16.6) (16.8)
Finance and other income 4.3 7.8
Finance and other expenses (44.2) (36.3)
Profit before tax 248.3 168.2
Tax (29.0) (11.6)
Profit after tax 219.3 156.6
Attributable to:
Equity holders of the parent 209.3 152.6
Non-controlling interests 10.0 4.0
219.3 156.6
This unaudited, non statutory consolidated statement of profit or loss applies
all measurement and recognition requirements of UK adopted IAS and the Group's
accounting policies, except that it excludes exceptional costs and adjusted
items that could distort a reader's interpretation of the Group's
profitability. The 2024 comparative information has been revised to present
underlying consolidated profit or loss, excluding exceptional costs and
adjusted items.
Further details of these adjustments are set out in the APM section.
Non-statutory consolidated statement of financial position, excluding
interests of third-party investors in consolidated CLOs and other structured
fund vehicles
Unaudited Unaudited (restated)
2025 2024
£ m £ m
Assets
Non-current assets
Property, plant and equipment 95.6 88.3
Goodwill and intangible assets 711.9 780.9
Carried interest receivable 148.9 113.3
Fair value of fund investments* 743.5 739.9
Trade and other receivables 24.8 33.9
Total non-current assets 1,724.7 1,756.3
Current assets
Trade and other receivables 136.6 150.4
Derivative financial assets 5.1 26.4
Other investments 24.5 -
Cash and cash equivalents 193.5 90.8
Total current assets 359.7 267.6
Total assets 2,084.4 2,023.9
Liabilities
Non-current liabilities
Trade and other payables 53.5 35.6
Other financial liabilities 71.6 48.8
Borrowings 451.2 485.3
Lease liabilities 84.0 74.4
Deferred tax liabilities 66.2 44.7
Total non-current liabilities 726.5 688.8
Current liabilities
Trade and other payables 190.0 157.1
Lease liabilities 12.6 13.5
Derivative financial liabilities 33.5 4.2
Total current liabilities 236.1 174.8
Total liabilities 962.6 863.6
Net assets 1,121.8 1,160.3
Equity
Share capital 0.1 0.1
Share premium 445.2 375.1
Other reserves 65.9 51.1
Retained earnings 463.1 558.7
Equity attributable to owners of the parent 974.3 985.0
Non-controlling interests 147.5 175.3
Total equity 1,121.8 1,160.3
* The fair value of fund investments includes the Group's own exposures in
consolidated CLOs 1, 3, IV, V, VI, VII VIII, IX and X of £200.3m (2024: CLOs
1, 3, IV, V, VI, VII and VIII of £117.7m) as at 31 December 2025.
This unaudited non-statutory consolidated statement of financial position
applies all of the measurement and recognition requirements of IFRS and the
accounting policies of the Group, except for the requirement to consolidate
CLOs and structured fund vehicles through which third-party investors have
invested. Note that CLOs are presented as an investment held at fair value in
line with how they are managed by the Group, rather than being consolidated in
accordance with IFRS 10.
Non-statutory consolidated cash flow statement, excluding cash flows relating
to consolidated CLOs and structured fund vehicles attributable to third-party
investors
for the year ended 31 December
Unaudited Unaudited
2025 2024
£ m £ m
Cash flows from operating activities
Cash generated from operations 175.3 19.1
Tax paid (3.7) (1.5)
Net cash inflow from operating activities 171.6 17.6
Cash flows from investing activities
Investment in term deposits with original maturities of more than three months - -
Acquisition of subsidiaries, net of cash acquired (0.6) (162.8)
Receipts from investments 238.6 88.1
Purchase of investments (106.6) (255.8)
(Purchase) / receipt of other investments (24.2) 7.5
Interest received 3.4 6.9
Payments for property, plant and equipment and intangible assets (32.3) (2.9)
Purchase of investments in CLOs (14.3) (46.4)
Net cash flows from investing activities 64.0 (365.4)
Cash flows from financing activities
Dividends and dividend equivalents paid to shareholders of the Company and (91.7) (80.1)
non-controlling interests
Share buyback (4.1) (9.8)
Proceeds from partial disposal of subsidiary investments 5.2 32.5
Proceeds from the issue of US private placement notes - 325.1
Repayment of US private placement notes - (31.8)
Net (distributions) / drawings to / from related party investors (5.3) 2.9
Principal elements of lease payments (12.5) (15.4)
Drawings on bank facilities - 189.5
Repayment of bank facilities - (189.5)
Interest paid (26.2) (14.2)
Net cash flows from financing activities (134.6) 209.2
Net increase or (decrease) in cash and cash equivalents 101.0 (138.6)
Cash and cash equivalents at the beginning of the year 90.8 238.8
Effect of exchange rate changes on cash and cash equivalents 1.7 (9.4)
Cash and cash equivalents at the end of the year 193.5 90.8
This unaudited non-statutory consolidated statement of cash flows applies all
of the measurement and recognition requirements of IFRS and the accounting
policies of the Group, except for the requirement to consolidate CLOs and
structured fund vehicles through which third-party investors have invested.
Cash belonging to consolidated CLOs or structured fund vehicles is not
presented in the opening or closing cash positions in this statement and all
cash flows relate only to those of the Group, excluding those cash flows
relating to third-party investors.
Supplementary information: Alternative performance measures (APMs)
Total AUM The total value of unrealised assets as of the relevant date (as determined
pursuant to the latest quarterly or semi-annual valuation for each fund
conducted by the Group) plus undrawn commitments to funds managed by the
Group.
Total AUM at 31 December 2025 was $94.1 billion (€80.3 billion).
Fee Paying AUM Assets under management for funds upon which fees are charged by the Group,
including separately managed accounts (SMAs), CLOs and continuation funds, but
excluding co-investment vehicles.
Fee Paying AUM is either based on total commitments or on net invested
capital.
Fee Paying AUM at 31 December 2025 was $45.5 billion (€38.8 billion).
Management fee margin on Fee Paying AUM The underlying management fee rate in the Group's funds, calculated as the
weighted average management fee rate for all funds contributing to
Fee Paying AUM as at the end of the accounting period.
Underlying management and other income CLO management fees relating to CLOs which are consolidated, that are
eliminated and form part of PRE, are added back to arrive at the underlying
management and other income.
Underlying management and other income 2025 2024
£ m £ m
Management and other fees 416.0 329.2
Add: CLO management fee consolidation adjustment 11.0 6.8
Underlying management and other fees 427.0 336.0
Other operating income 0.7 1.0
Underlying management and other income 427.7 337.0
Add: ECP pre-completion management and other income - 67.0
Underlying management and other income 427.7 404.0
PRE PRE is calculated by adding the fair value remeasurement of investments to
carried interest income and making adjustments for: (i) the impact of negative
returns in the early years of a fund due to management fee expenses based on
the full committed capital of the fund exceeding capital growth from deployed
invested capital (typically known as the 'J-curve' and which is considered
temporary); (ii) PRE attributable to third-party investors that invest in a
structured fund vehicle under IFRS that is consolidated by the Group due to
its level of variable returns, as its inclusion could distort the view of the
amount of PRE attributable to shareholders. Related finance costs payable to
third-party investors are also excluded from finance expenses and
underlying profit before tax (2025 and 2024: nil); (iii) PRE related to
warehoused fund investments which are expected to be syndicated to third-party
investors; (iv) the CLO management fees reinstated as part of underlying
management and other income, as explained above; and (v) bonuses linked to
investment activities.
PRE 2025 2024
£ m £ m
Carried interest 60.0 59.1
Add: Fair value remeasurement of investments 153.2 38.8
Less: CLO management fee consolidation adjustment ((iv) above) (11.0) (6.8)
Add: PRE adjustments (a total of adjustments (i) and (ii) above) (37.1) (0.4)
Less: PRE linked bonus ((v) above) (13.5) -
PRE 151.6 90.7
Add: ECP pre-completion PRE - 47.8
PRE 151.6 138.5
Underlying total operating income The underlying total operating income is calculated by adding underlying
management and other income and PRE.
Underlying total operating income 2025 2024
£ m £ m
Underlying management and other income 427.7 337.0
PRE 151.6 90.7
Underlying total operating income 579.3 427.7
Add: ECP pre-completion total operating income - 114.8
Underlying total operating income 579.3 542.5
EBITDA Earnings before interest, taxes, depreciation and amortisation. It is
calculated by reference to total operating income and deducting from it, or
adding to it, as applicable, personnel expenses and other operating expenses.
Underlying EBITDA Calculated by excluding exceptional items, certain share scheme expenses,
costs incurred in consolidated special vehicles and PRE adjustments from
EBITDA. Exceptional items are items of income or expense that are material by
size and/or nature and are not considered to be incurred in the normal course
of business.
Certain excluded share scheme expenses relate to share-based payment awards
that were granted following the IPO. An explanation of the costs is included
in note 9.
Further detail on the PRE adjustments is set out in PRE section.
A breakdown of exceptional items within EBITDA is included within note 9 of
the condensed consolidated financial statements.
Underlying EBITDA 2025 2024
£ m £ m
EBITDA 242.7 146.2
Add: exceptional items within EBITDA 86.7 61.8
Add: certain share scheme expenses 4.3 5.9
Add: PRE adjustments (37.1) (0.4)
Underlying EBITDA 304.8 213.5
Add: ECP pre-completion EBITDA - 78.5
Underlying EBITDA 304.8 292.0
Underlying Underlying EBITDA as a percentage of underlying total operating income.
EBITDA margin
FRE Underlying EBITDA less carried interest and income from the fair value
remeasurement of investments and adding back the cost of investment-linked
bonuses and costs relating to corporate development activities.
FRE 2025 2024
£ m £ m
Underlying EBITDA 304.8 213.5
Less: PRE (151.6) (90.7)
Add back: expenses excluded from FRE 3.2 1.8
FRE 156.4 124.6
Add: ECP pre-completion FRE - 30.7
FRE 156.4 155.3
FRE margin FRE as a percentage of underlying management and other income.
FRE margin 2025 2024
£ m
£ m
FRE 156.4 155.3
Underlying total operating income 579.3 542.5
Less: PRE (151.6) (138.5)
Underlying management and other income 427.7 404.0
FRE margin 36.6% 38.4%
FRE margin (excluding catch-up fees) FRE (excluding catch-up fees) as a percentage of underlying management and
other income excluding catch-up fees.
FRE margin (excluding catch-up fees) 2025 2024
£ m £ m
FRE 156.4 155.3
Less: catch-up fees (5.7) (30.4)
FRE (excluding catch-up fees) 150.7 124.9
Underlying management and other income 427.7 404.0
Less: catch-up fees (5.7) (30.4)
Underlying management and other income (excluding catch-up fees) 422.0 373.6
FRE margin (excluding catch-up fees) 35.7% 33.4%
Underlying profit before tax Calculated by excluding exceptional items, certain share scheme expenses,
costs incurred in consolidated structured fund vehicles, the amortisation
of acquisition-related intangible assets and PRE adjustments from within
profit before income tax.
Underlying profit before tax 2025 2024
£ m £ m
Profit before tax 85.7 80.7
Add: exceptional items within EBITDA 86.7 61.8
Add: amortisation of acquisition-related intangible assets 48.3 19.4
Add: certain share scheme expenses 4.3 5.9
Add: PRE adjustments (37.1) (0.4)
Add: exceptional net finance and other expenses due to the ECP transaction 30.7 0.8
Underlying profit before tax 248.3 168.2
Add: ECP pre-completion profit before tax - 69.3
Underlying profit before tax 248.3 237.5
FX gain/(loss) (3.2) (12.3)
Underlying profit before tax (excluding FX) 251.5 249.8
Underlying profit before tax margin Underlying profit before tax as a percentage of underlying total operating
income.
Underlying profit Underlying profit after tax as a percentage of underlying total operating
income.
after tax margin
Underlying basic and diluted earnings per share Calculated by dividing underlying profit after tax inclusive of
non-controlling interests by weighted average and diluted weighted average
number of shares at year end.
Underlying basic and diluted EPS 2025 2024
£ m £ m
Profit after tax 56.7 69.1
Add: exceptional items within EBITDA 86.7 61.8
Add: amortisation of acquisition-related intangible assets 48.3 19.4
Add: certain share scheme expenses 4.3 5.9
Add: PRE adjustments (37.1) (0.4)
Add: exceptional net finance and other expenses due to the ECP transaction 30.7 0.8
Underlying profit after tax 219.3 156.6
Weighted average number of ordinary shares for purposes of basic and diluted 826.9 805.1
EPS (m)
Effect of dilutive potential ordinary share conversion (m) 26.5 206.6
Number of ordinary shares for the purposes of diluted earnings per share (m) 853.4 1,011.7
Underlying basic EPS (pence) 26.5 19.5
Underlying diluted EPS (pence) 25.7 15.5
Cash conversion ratio Calculated by taking cash generated from operations, excluding exceptional and
adjusted items, and adding back cash flows from consolidated structured fund
vehicles attributable to third-party investors, capitalised acquisition costs
and consolidated CLO management fees, and dividing the subtotal by FRE.
Cash conversion ratio 2025 2024*
£ m £ m
Cash generated from operations 139.6 12.3
Add: ECP pre-completion cash generated from operations - 25.0
Add back: exceptional and adjusted items within cash from operations 18.2 100.1
Add back: consolidated CLO management fees and interest income 31.8 6.8
Add back: cash from other consolidated fund vehicles 4.0 -
Add back: capitalised acquisition costs - 14.9
Adjusted cash generated from operations 193.6 159.1
FRE 156.4 155.3
Cash conversion ratio 123.8% 102.5%
Non-current assets (excluding consolidated CLO assets and investments Calculated by excluding non-current assets of consolidated CLOs and other
attributable to third-party investors) structured fund vehicles attributable to third-party investors from total
non-current assets as defined by IFRS and adding back the investment into CLOs
on a non-consolidated basis.
Non-current assets (excluding consolidated CLO assets and investments 2025 (Restated)
attributable to third-party investors)
£ m 2024
£ m
Total non-current assets 1,834.8 1,782.0
Less: investments attributable to third-party investors (310.4) (143.4)
Add: investment in CLOs on a non-consolidated basis 200.3 117.7
Non-current assets (excluding consolidated CLO assets and investments 1,724.7 1,756.3
attributable to third-party investors)
Current assets (excluding third-party CLO assets and assets attributable to Calculated by excluding current assets of consolidated CLOs and structured
third-party investors) fund vehicles attributable to third-party investors from total current assets
as defined by IFRS.
Current assets (excluding consolidated CLO assets and assets attributable to 2025 (Restated)
third-party investors)
£ m 2024
£ m
Total current assets 3,381.8 2,314.8
Less: consolidate CLO assets and assets attributable to third-party investors (2,880.7) (1,978.2)
Less: consolidate CLO cash and cash attributable to third-party investors (141.4) (69.0)
Current assets (excluding consolidated CLO assets and assets attributable to 359.7 267.6
third-party investors)
Non-current liabilities (excluding consolidated CLO liabilities and Calculated by excluding non-current liabilities of consolidated CLOs and
liabilities attributable to third-party investors) structured fund vehicles attributable to third-party investors from total
non-current liabilities as defined by IFRS.
Non-current liabilities (excluding consolidated CLO liabilities and 2025 2024
liabilities attributable to third-party investors)
£ m £ m
Total non-current liabilities 3,560.1 2,495.6
Less: liabilities held by third-party investors (245.8) (110.6)
Less: fair value of consolidated CLO liabilities (2,587.8) (1,696.2)
Non-current liabilities (excluding consolidated CLO liabilities and 726.5 688.8
liabilities attributable to third-party investors)
Current liabilities (excluding consolidated CLO liabilities and liabilities Calculated by excluding current liabilities of consolidated CLOs and
attributable to third-party investors) structured fund vehicles attributable to third-party investors from total
current liabilities as defined by IFRS.
Current liabilities (excluding consolidated CLO liabilities and liabilities 2025 2024
attributable to third-party investors)
£ m £ m
Total current liabilities 468.5 408.1
Less: consolidated CLO liabilities and liabilities attributable to third-party (28.8) (20.6)
investors
Less: consolidated CLO purchases awaiting settlement (203.6) (212.7)
Current liabilities (excluding consolidated CLO liabilities and liabilities 236.1 174.8
attributable to third-party investors)
* Comparative information for the year ended 31 December 2024 assumes that the
acquisition of ECP completed on 1 January 2024.
Directors
The directors of Bridgepoint Group plc as at 12 March 2026 are:
Tim Score
Raoul Hughes
Ruth Prior
Angeles Garcia-Poveda
Archie Norman
Carolyn McCall DBE
Cyrus Taraporevala
John Dionne
Michelle Scrimgeour
Forward Looking Statements
This announcement may include forward-looking statements. Forward-looking
statements are statements that are not historical facts and may be identified
by words such as "plans", "targets", "aims", "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues", "should"
and similar expressions. These forward-looking statements reflect, at the time
made, the beliefs, intentions and current targets/aims of Bridgepoint Group
plc (the "Company"). Forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. The forward-looking statements in this
announcement are based upon various assumptions. Although the Company believes
that these assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or impossible to
predict and are beyond its control. Forward-looking statements are not
guarantees of future performance and such risks, uncertainties, contingencies
and other important factors could cause the actual outcomes and the results of
operations, financial condition and liquidity of the Company, its subsidiary
undertakings or the industry to differ materially from those results expressed
or implied in this announcement by such forward-looking statements. No
representation or warranty, express or implied, is made that any of these
forward-looking statements or forecasts will come to pass or that any forecast
result will be achieved. Undue influence should not be given to, and no
reliance should be placed on, any forward-looking statement. No statement in
this announcement is intended to be nor may be construed as a profit forecast.
Neither the Company, nor any of its subsidiaries nor any of their affiliates,
nor any of its or their officers, employees, agents or advisers, undertake to
publicly update or revise any such forward-looking statement, except to the
extent required by applicable law.
Issued by Bridgepoint Group plc
LEI: 213800KFNMVI8PDZX472
Registered in England and Wales no. 11443992.
Registered office: 5 Marble Arch, London, W1H 7EJ
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END PREUUVARNAUOARR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Bridgepoint
See all newsREG - Takeover Panel - Disclosure Table
AnnouncementREG - Takeover Panel - Disclosure Table
AnnouncementREG - Bridgepoint Group - Transaction in Own Shares
AnnouncementREG - Bridgepoint Group - Final Results
AnnouncementREG - Takeover Panel - Disclosure Table
Announcement