3i Group plc

Annual Report 2025

20 May 2025

Overview and strategy
Chair’s statement	2
At a glance	4
Chief Executive’s statement	6
Our thematic approach to investment	12
Our business model	14
Strategic objectives and key performance indicators	16
Business review
Private Equity	19
Infrastructure	35
Scandlines	38
Sustainability
A responsible approach	40
1. Invest responsibly	42
2. Recruit and develop a diverse pool of talent	52
3. Act as a good corporate citizen	56
Our TCFD disclosures	58
Performance and risk
Financial review	70
Reconciliation of Investment basis and IFRS	75
Alternative Performance Measures	79
Risk management	80
Principal risks and mitigations	85
Directors’ duties under Section 172	94

Governance
Chair’s governance review	97
Governance at a glance	98
Corporate governance statement	99
Governance framework	101
Board of Directors	102
Executive Committee	104
The role of the Board	106
How the Board operates	107
What the Board did in FY2025	108
Engaging with stakeholders	110
Board performance review	114
Nominations Committee report	116
Audit and Compliance Committee report	121
Resilience statement	127
Valuations Committee report	130
Directors’ remuneration report	135
Additional statutory and corporate governance information	148
Audited financial statements
Consolidated statement of comprehensive income	155
Consolidated statement of financial position	156
Consolidated statement of changes in equity	157
Consolidated cash flow statement	158
Company statement of financial position	159
Company statement of changes in equity	160
Company cash flow statement	161
Material accounting policies	162
Notes to the accounts	166
Independent Auditor’s report	199
Portfolio and other information
20 large investments	209
Portfolio valuation – an explanation	211
Information for shareholders	212
Glossary	214

3i Group plc | Annual report and accounts 2025 1

Overview and strategy

Our purpose

We generate attractive returns for

our shareholders and co-investors

by investing in private equity and

infrastructure assets.

As proprietary capital investors,

we have a long-term, responsible

approach.

We aim to compound value through

thoughtful origination, disciplined

investment and active management

of our assets, driving sustainable

growth in our investee companies.

		For more information and regular updates	www.3i.com
				For definitions of our financial terms used throughout this report, please see our Glossary on pages 214 to 216. Disclaimer The Annual report and accounts have been prepared solely to provide information to shareholders. They should not be relied on by any other party or for any other purpose. The Strategic report on pages 1 to 95, the Directors’ report on pages 96 to 134 and 148 to 153, and the Directors’ remuneration report on pages 135 to 147 have been drawn up and presented in accordance with and in reliance upon UK company law and the liabilities of the Directors in connection with those reports shall be subject to the limitations and restrictions provided by that law. This Annual report may contain statements about the future, including certain statements about the future outlook for 3i Group plc and its subsidiaries (“3i” or “the Group”). These are not guarantees of future performance and will not be updated. Although we believe our expectations are based on reasonable assumptions, any statements about the future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

3i Group plc | Annual report and accounts 2025 2

Overview and strategy

Performance

highlights

Chair’s

statement

“I am pleased to report that 3i

delivered another strong set of

results in the financial year to 31

March 2025, consistent with our

excellent track record of growth

since the restructuring in 2012.”

FY2025 performance

2,542p

NAV per share

(31 March 2024 : 2,085 p)

25%

Total return on equity

( 2024 : 23% )

73.0p

Dividend per share

( 2024 : 61.0 p)

Alternative Performance Measure (“APM”)

3i prepares its statutory financial statements in accordance with UK-adopted

international accounting standards. However, we also report a non-GAAP

“Investment basis” which we believe aids users of our report to assess the

Group’s underlying operating performance.

The Investment basis is an APM and is described on page 75 . Total return, which

is defined as Total comprehensive income for the year and net assets are the

same under the Investment basis and IFRS and we provide a reconciliation of

our Investment basis financial statements to the IFRS statements from page 76 .

We assess our performance using a variety of measures that are not specifically

defined under IFRS and are therefore termed APMs. These include: Gross

investment return (“GIR”) as a percentage of opening value, cash realisations,

cash investment, operating cash profit, net (debt)/cash and gearing. These

APMs are referred to throughout the report and their purpose, calculation

and reconciliation to IFRS can be found on page 79.

FY2025 marks another strong year for 3i

and is our fifth consecutive year of annual

returns exceeding 20%. This sustained

performance highlights our ability to

generate consistent, long-term compounding

growth, while continuing to enhance our

dividend, despite ongoing macro-economic

challenges and geopolitical uncertainties.

Performance

In our financial year to 31 March 2025 (“FY2025”), the Group

generated a total return of £5,049 million (2024: £3,839 million) or

25% (2024: 23%) on opening shareholders’ funds. Net asset value

(“NAV”) increased to 2,542 pence per share (31 March 2024:

2,085 pence per share).

Action remained on its impressive growth trajectory and was the

primary driver of the Group’s performance in FY2025. Royal Sanders,

another long-term hold asset, also performed strongly, alongside a

number of our other larger assets in the broader portfolio, more than

offsetting weaker trading for an isolated number of companies with

specific end-market challenges. We also saw a step up in our

transaction activity across our portfolio, with a number of new

investments and strong realisations, against what remains a difficult

environment across the private market.

Market environment

The global economic environment remained difficult for most of our

financial year, shaped by ongoing geopolitical tensions and subdued

growth across most major economies. Against this backdrop,

consumer sentiment remains cautious, with affordability still a key

driver of spending behaviour. Our value-for-money and private label

businesses maintained a strong focus on the customer and all

performed well during FY2025. Action delivered another year of sector-

leading results across its key performance indicators and continued

momentum in its European store roll-out. We once again took the

opportunity to increase our stake in Action in FY2025. Across the

broader portfolio we saw good performance from a number of our

larger assets across the healthcare, industrial and infrastructure sectors.

3i Group plc | Annual report and accounts 2025 3

Overview and strategy

Chair’s statement continued

The global M&A market experienced an improvement in our

financial year, as inflation and interest rates stabilised. While

transaction activity increased across most sectors, investor

sentiment remained cautious reflecting geopolitical uncertainties.

We maintained a highly selective and cautious approach to capital

deployment and realisations in the year. Our activity centred on

strategic reinvestments within our portfolio, new investments in

sectors we know well and targeted bolt-on acquisitions for several

of our existing portfolio companies. We also completed three

realisations across our portfolios at or beyond a money multiple of 2x.

Dividend

Our policy is to maintain or grow the dividend year on year,

subject to the strength of our balance sheet and the outlook for

investments and realisations. Cash generation remains strong, with

cash inflows of £2.4 billion from our portfolio companies in FY2025.

In line with our policy and in recognition of the Group’s financial

performance, the Board recommends a second FY2025 dividend

of 42.5 pence (2024: 34.5 pence), subject to shareholder approval,

which will take the total dividend to 73.0 pence (2024: 61.0 pence).

Based on the recommended dividend and the expected payment

in July 2025, we will have paid a total of £4.6 billion to shareholders

in dividends since our restructuring was announced in June 2012,

growing our total dividend by a compound annual growth rate of

18% over this period.

Board and people

We were pleased to welcome Hemant Patel to the Board on

3 February 2025 as an additional non-executive Director. He is the

Chief Financial Officer of Whitbread plc and brings deep and

highly relevant financial and commercial experience from his

different roles in retail and consumer businesses.

Sustainability

We were pleased to announce in May 2024 that our near-term

science-based emissions reduction targets (“science-based targets”)

had been validated by the Science Based Targets initiative (“SBTi”) in

March 2024. These targets cover our direct greenhouse gas (“GHG”)

emissions (Scope 1 and 2, market-based), as well as those related to

our portfolio. We have made significant progress in relation to our

portfolio engagement target, with seven portfolio companies across

3i Group and 3i Infrastructure plc (“3iN”) having set approved science-

based targets as at 31 March 2025, including most notably Action.

Outlook

We enter FY2026 with a carefully constructed portfolio that is

underpinned by two very strong long-term hold assets that are

delivering consistent compounding growth and a broader portfolio

that is operating in sectors that have proven their resilience through

many periods of market disruption.

Whilst we expect the ongoing market uncertainty to disrupt

transactions across the wider private market, we will continue to be

disciplined in our approach to new investment and realisations under

these conditions in FY2026.

David Hutchison

Chair

14 May 2025

3i Group plc | Annual report and accounts 2025 4

Overview and strategy

At a glance

3i is an investment company specialising in Private Equity and Infrastructure. We

invest in mid-market companies headquartered in Europe and North America. Our

largest investment, Action, is an example of our successful strategy of compounding

value over the long term, delivering consistent returns for our shareholders.

3i Group investment portfolio value as at 31 March 2025				Total assets under management as at 31 March 2025
£25.6 bn (2024: £21.6bn)				£38.7 bn (2024: £34.7bn)
Private Equity £ 23.6 bn	Infrastructure £ 1.5 bn	Scandlines £ 0.5 bn		Private Equity £ 31.9 bn	Infrastructure £ 6.3 bn	Scandlines £ 0.5 bn

3i Group investment portfolio by sector

as at 31 March 2025

3i Group plc | Annual report and accounts 2025 5

Overview and strategy

At a glance continued

Valuation at

31 March 2025

£17.8bn

Cash proceeds

received in FY2025

£1.6bn

What is Action? Action is the fastest growing non-food discount retailer in Europe. At the end of March 2025, Action had 2,967 stores. Action offers its customers an ever- changing variety of 6,000 products at the lowest price. Our investment in Action Following our initial investment in 2011, we have actively managed Action through its pan-European roll-out, with the business achieving revenue of €13.8 billion in 2024. At 31 March 2025, our investment in Action formed 76% of our Private Equity portfolio value. The business has returned over £4.6 billion of proceeds over our holding period.

Pages 20-23

Read more about Action case study

	Private Equity		Infrastructure
	Our Private Equity business is funded principally from our proprietary capital, with some funding from co-investors for selected assets. Its principal focus is to generate attractive capital returns.		Our Infrastructure business manages assets on behalf of third-party investors and 3i’s proprietary capital, with the objective of generating attractive capital returns and earning fund management fees and portfolio income for the Group.

Pages 12 -13

Read more about Our

thematic approach to investment

Private equity sectors

Infrastructure sectors

Transport/ Logistics

Consumer & Private Label

Healthcare

Communications

Utilities

Industrial

Services & Software

Social Infrastructure

Energy

3i Group plc | Annual report and accounts 2025 6

Overview and strategy

Chief Executive’s

statement

“In FY2025, we generated a total

return on shareholders’ funds of

£5,049 million, or 25%, ending the

year with a NAV per share of 2,542

pence. This is the fifth consecutive

year we have delivered a total return

over 20%; over this same period, our

average annual total return was 30%.”

Simon Borrows

Chief Executive

Long-term performance

Since our restructuring in June 2012, our NAV per share

has increased by over 800%, rising from 279 pence at

31 March 2012 to 2,542 pence as of 31 March 2025.

Over this same time period, in absolute terms, we have

generated over £25 billion of total return. This exceptional

growth reflects the strength and consistency of our

strategy of allocating a significant portion of our capital

over a number of years into our best assets, whilst also

investing capital in sectors in which we have significant

expertise and a proven track record. Our long-term hold

investments, Action and Royal Sanders, are delivering

sustainable, long-term compounding growth, whilst a

number of our other larger portfolio companies in the

consumer and private label and healthcare sectors are

either already beginning to show similar characteristics

or have the potential to achieve this outcome. This

positions the Group well to sustain attractive NAV

growth over the long term.

NAV per share 31 March 2012 – 31 March 2025

FY2025 was another successful year for 3i,

continuing our track record of consistently

delivering strong shareholder returns,

against what remains a challenging macro-

economic and geopolitical backdrop.

Our FY2025 result was underpinned by

the powerful compounding growth from

our long-term hold assets Action and

Royal Sanders, and by the performance

of several other larger portfolio companies.

This reinforces our conviction in allocating

additional capital to our best

performing assets.

Amid some improvement in private market

transaction activity, we maintained a highly

selective and disciplined investment

approach, strategically deploying capital

into several existing and new portfolio

companies. We also executed a number

of strong realisations across Private Equity

and Infrastructure, which met or exceeded

our target money multiple return of 2x.

3i Group plc | Annual report and accounts 2025 7

Overview and strategy

Chief Executive’s statement continued

Action had 2,967 stores across 12

European countries at the end of

March 2025, and is making good

progress across its more recent expansion

markets, Italy, Portugal and Spain.

Pages 20-23

Read more about Action

Action continued to be the main driver of the Group’s overall financial

performance in FY2025, underpinned by another excellent year of

earnings growth, substantial cash generation and strategic expansion.

This result was particularly impressive, as the business operated

against a backdrop of muted economic growth across many of its

markets. As a result of this strong performance Action undertook

another refinancing and pro-rata buyback exercise, returning

significant proceeds to 3i. 3i, in turn, recycled a portion of these

proceeds into further Action equity. Additionally, we completed the

final payment of the associated carried interest liability, ensuring that

the full economic benefit of Action’s performance is now passed

through to shareholders with no dilution. Royal Sanders, our other

long-term hold asset, continued its impressive trajectory of organic

growth, coupled with further value-accretive bolt-on acquisitions.

Our proprietary capital model and disciplined balance sheet strategy

offer a distinct competitive advantage in navigating an increasingly

complex macro-economic and geopolitical landscape. We have

remained extremely disciplined in capital deployment, completing three

new Private Equity investments in sectors that we know well. We also

continued our focus on deploying capital into some of our most

successful portfolio companies. Our Private Equity portfolio companies

remained acquisitive, completing 12 bolt-on acquisitions.

In Infrastructure, 3iN completed a strong realisation at a money multiple

of 3.6x, two sizeable refinancings and further investments across two

portfolio companies, whilst our North American Infrastructure Fund

(“NAIF”) completed three bolt-on acquisitions through existing

portfolio companies.

We generated total realised proceeds and portfolio income of

£2.4 billion across our portfolios in FY2025, including £1.6 billion of

total refinancing and dividend proceeds from Action and two strong

Private Equity realisations, both at sterling money multiples of 2x

or greater.

Private Equity performance

In the year to 31 March 2025, our Private Equity portfolio, including

Action, generated a GIR of £5,113 million, or 26% on opening value

(2024: £4,059 million or 25%). In the last 12 months (“LTM”) to the

end of 31 December 2024, 97% of our portfolio companies

by value grew earnings.

Long-term hold portfolio companies

Action

Action generated a GIR of £4,551 million, or 32%, on its opening value.

Action, Europe’s fastest-growing non-food discount retailer and our

largest portfolio company, delivered strong growth in 2024,

underpinned by its customer-centric value-for-money proposition.

Action’s commitment to consistently share the benefits of scale with

customers, through highly competitive pricing and a dynamic and

flexible product assortment, enabled the business to reduce prices

across 2,000 products in 2024. As a result, Action maintained, and in

a number of markets increased, its price advantage over its

competitors in 2024.

3i Group plc | Annual report and accounts 2025 8

Overview and strategy

Chief Executive’s statement continued

In the 12 months to 29 December 2024, Action generated net sales

of € 13,781 million (2023: €11,324 million) 22% ahead of 2023, and like-

for-like (“LFL”) sales growth of 10.3% (2023: 16.7%). Transaction

volumes accounted for 102% of the LFL sales growth over the year as

the business benefitted from new customer gains and more frequent

visits from existing customers. Operating EBITDA was €2,076 million

(2023: €1,615 million) in 2024, 29% ahead of 2023. Action’s improved

EBITDA margin of 15.1%, compared to 14.3% in the previous year,

reflects scale benefits and its continuous focus on cost control.

Action added 352 new stores in 2024, another store opening record,

taking its total store footprint to 2,918 at 29 December 2024. The

largest contributions to store growth in the year were from some

of Action’s more recent expansion markets, such as Italy and Spain,

which added 65 and 40 new stores respectively, whilst Action’s

newest country, Portugal, opened a further 10 stores. Importantly,

the payback period for new stores remains materially below one year.

Action’s estimate of additional white space potential, in existing and

identified in-scope countries, increased to c.4,850 stores, including

Switzerland, where the first store opened in April 2025.

In the first three periods of 2025 (P3 2025 ending 30 March 2025),

Action added a further 49 new stores, meaning the business had

2,967 stores across 12 countries at that date.

To support its vast and growing store network, Action continues to

invest in its IT infrastructure, systems and distribution channels. In

2024, the business opened two new distribution centres (“DCs”) in

Illescas, Spain and Altedo, Italy, increasing its DC network to 15

across Europe, with a further three new DCs planned for 2025.

Action also invested in a new enterprise resource planning (“ERP”)

system, which was successfully implemented at the end of 2024.

The implementation had a minor impact on store availability in the

first quarter of 2025 and the issues were resolved by March 2025.

Action continues to make good progress in delivering its

Royal Sanders, our other Private Equity

long-term hold asset, delivered very

strong organic and acquisitive growth

in the year, completing two further

bolt-on acquisitions.

Page 24

Read more about Royal Sanders

sustainability programme, which is focused on the four pillars

of people, planet, product and partnerships. It created over

10,000 jobs in 2024, and continues to invest in its people. It delivered

a 51% reduction of CO2 emissions from its own operations (Scope 1

and 2) against 2021 and 90% of its electricity is now sourced from

renewables. The business continues to improve its product circularity

and expand its community partnerships. For further details on

Action’s sustainability progress, see page 50-51.

Action continued to optimise its debt profile throughout the year.

In July 2024, it successfully completed a refinancing event with

proceeds used for a capital restructuring. The company raised

€2.1 billion equivalent of incremental term debt, comprising a

US$1.5 billion term loan and a €700 million term loan. At the same

time, it undertook a pro-rata share redemption, returning £1,164

million in gross proceeds to 3i. Alongside some existing LPs in the

3i 2020 Co-Investment Programme, 3i took the opportunity to

increase its ownership in Action. Including a subsequent small

purchase of an LP stake, 3i reinvested £768 million into Action,

increasing its gross equity stake from 54.8% to 57.9%.

In November 2024 and March 2025, Action completed leverage-

neutral amend-and-extend and repricing transactions across all

€6.6 billion of its senior-term debt facilities. This extended maturities

on €2,545 million of Action’s term debt and delivered approximately

€33 million in recurring annual interest cost savings.

Action’s conversion of EBITDA to free cash flow remains strong, with

cash conversion of 81% in 2024. The business made two dividend

distributions to all shareholders in December 2024 and March 2025,

returning £433 million to 3i. In total, 3i received over £1.6 billion in

cash from Action in FY2025. After paying the dividends, Action had

a cash balance of €347 million as of 30 March 2025 and a net

debt-to-run-rate earnings ratio of 2.7x.

3i Group plc | Annual report and accounts 2025 9

Overview and strategy

Chief Executive’s statement continued

At 31 March 2025, we valued our 57.9% stake in Action at £17,831

million. This valuation reflects the continued strong growth in Action’s

LTM run-rate EBITDA, its low leverage and an unchanged LTM run-

rate EBITDA valuation multiple of 18.5x, net of the liquidity discount.

Further detail on the Action run-rate EBITDA methodology can be

found on page 31. We benchmark our long-term, through-the-cycle

view on Action’s multiple against a broad peer group of discounters,

with a higher weighting towards the top quartile subset of North

American value-for-money retailers, noting that Action’s operating

KPIs continue to be better than those of its peer group.

In the first three periods of 2025, Action delivered net sales of €3,521

million and operating EBITDA of €464 million, both 17% ahead of the

same period last year, primarily driven by the increased volume of

transactions. LFL sales growth was 6.2% and the operating EBITDA

margin was 13.2%.

Royal Sanders

Showing its strategic potential, Royal Sanders generated strong

performance in 2024, driven by volume growth and prior bolt-on

acquisitions, including Karium which completed earlier in the year.

At the end of FY2025, Royal Sanders completed the acquisition of

Treaclemoon, an established UK-based value-for-money personal

care brand with a strong strategic fit with its existing portfolio of

brands. This was Royal Sanders’ eighth bolt-on acquisition since

3i’s investment. These strategic acquisitions, combined with strong

operational execution, have contributed significantly to

Royal Sanders' performance and success.

Private Equity portfolio companies

During the year, we refined our Private Equity sector-led investment,

origination and active management approach, aligning our resources

to focus on the consumer and private label, healthcare, industrial and

services and software sectors.

Healthcare portfolio companies

Cirtec Medical delivered strong top-line growth in 2024, fuelled by

increasing customer demand across its product portfolio and

enhanced operational efficiency. The business made good progress

on several key initiatives in the year and maintains a robust pipeline

of new opportunities across its target markets.

The broader bioprocessing market experienced an anticipated

recovery in demand through the second half of 2024 and into the first

quarter of 2025, as post-pandemic destocking subsided. Against this

backdrop, SaniSure saw a solid rebound in bookings while also

making substantial progress on multiple strategic initiatives

and investing to strengthen its long-term market position.

Our contract development and manufacturing organisation

(“CDMO”) ten23 health is making good progress in establishing

itself as a significant presence in the pharmaceutical industry.

We continued to support this platform, investing a further

£54 million in FY2025. The remaining business of Q Holding,

Q Medical Devices, also performed well in the year.

Consumer and private label portfolio companies

European Bakery Group ("EBG") maintained resilient performance

during the year, despite persistent pressures on input pricing and

wage inflation . Following robust cash generation, EBG returned

£22 million to 3i within 12 months of its additional investment in

support of the acquisition of coolback in 2023.

Audley Travel performed strongly across its US and UK markets in

2024. Its order book into 2025 is strong, albeit we are monitoring the

impact on US travel sentiment, following heightened uncertainty in

US policy. MPM continued to grow well across its markets in 2024.

Whilst MPM has a significant presence in the US, we expect the

business to be able to mitigate the impacts of current proposed

changes in US tariffs.

Mepal delivered encouraging performance across its omnichannel

offering and Luqom made good progress in operational and financial

delivery in 2024 and continues to win market share in a relatively

subdued market. The prolonged impact of low discretionary

consumer confidence continued to impact the franchisee base in

some countries for BoConcept for the majority of 2024. Recent order

intake in the final quarter of 2024 and into the start of 2025 has been

more stable.

Industrial portfolio companies

After a challenging 2023, Tato’s sales volumes and profitability

recovered well in 2024, despite relatively muted demand across its

end-markets and a more challenging competitive environment.

The business continues to generate a good level of cash flow, and

returned a further £13 million of dividends to 3i in FY2025, meaning

we have received £75 million in total dividend distributions over the

last seven years. AES delivered another year of consistent financial,

strategic and operational performance, as a result of increased

demand in energy and industrials, its most prominent markets.

The business continued to target strategic acquisitions, completing

two bolt-on acquisitions in FY2025, and also returned dividends of

£4 million to 3i. Dynatect’s performance was stable, despite delays

in the ramp-up of a significant contract.

3i Group plc | Annual report and accounts 2025 10

Overview and strategy

Chief Executive’s statement continued

Services and software portfolio companies

Against a fairly muted third-party maintenance (“TPM”) market,

Evernex saw a positive TPM top-line performance in 2024 and

remains well positioned for an anticipated normalisation of market

conditions in the near term. Also operating in the IT services market,

MAIT’s 2024 outcome was resilient despite a more cautious climate

among customers. The business completed another three bolt-on

acquisitions in FY2025, taking its total to 13 since we first invested in

2021. Since our investment in xSuite in 2022, the business has made

good progress in its development towards a SaaS model. During the

year, we invested £5 million to support xSuite’s bolt-on acquisition of

tangro, which is also performing well.

Due to persisting market uncertainty, the expected recruitment

process outsourcing market recovery has not yet materialised.

As a result, Wilson continued to see significant challenges across its

markets. Although the business continues to generate new wins and

optimise its operations, we expect the near term to remain difficult.

We invested £6 million to support the business during the year and

recognised an unrealised value reduction of £88 million.

Private Equity investment

The Private Equity transaction market saw a steady improvement in

2024 driven by easing debt markets and stabilising interest rates.

Our investment approach remained disciplined and consistent,

as we continued to use our network and local expertise to source

high-quality, well-priced opportunities, including value-enhancing

bolt-on acquisitions for our portfolio companies.

In addition to the reinvestment in Action, in FY2025 we completed

three new private equity investments totalling £ 318 million. We

invested £121 million in WaterWipes, a global, premium, limited

ingredient wet wipe brand, reinforcing our strategy of backing

international branded consumer businesses. Our £ 98 million

investment in Constellation, a specialist in hybrid cloud and

cybersecurity managed services, aligns with our focus on IT services.

We have a long and successful investment track record in inspection

and testing, and we were pleased to invest £99 million in OMS

Prüfservice, a leading provider of electrical testing services for

B2B customers in the DACH region.

Across the Private Equity portfolio, we completed 12 bolt-on

acquisitions in the year for six portfolio companies, the majority

of which were self-funded.

Read more about our investment activity starting on page 25

Private Equity realisations

We completed two significant realisations during the year,

We continued to advance our

sustainability agenda, focusing

on climate change.

Pages 39–68

Read more on sustainability

generating total proceeds of £659 million. Since acquiring nexeye in

2017, the company has driven growth both organically and through

a buy-and-build strategy, expanding its store base from approximately

400 to over 700 across five countries. As a result, both sales and

EBITDA doubled under our ownership. This realisation, which

completed in July 2024, delivered a modest profit over its 31 March

2024 valuation, generating proceeds of £382 million. When combined

with distributions received during our ownership, this resulted in a

sterling money multiple of 2.0x.

We also completed the realisation of WP, an asset we had held since

2015. Throughout our ownership, we supported its international

growth strategy by expanding into new product categories and

executing four bolt-on acquisitions, nearly doubling its EBITDA.

The transaction generated total proceeds of £280 million, including

interest income of £3 million, reflecting an 18% profit over its 31

March 2024 valuation. Including the £45 million received earlier in our

ownership period, this resulted in a sterling money multiple of 2.2x.

Read more about our realisation activity starting on page 25

Infrastructure performance

In the year to 31 March 2025, our Infrastructure portfolio generated a

GIR of £52 million, or 3% on the opening portfolio value (2024: £99

million, 7%) reflecting good performance from our infrastructure

funds and increased dividend income primarily from 3iN. However,

this result was significantly impacted by 3iN’s share price

performance that continues to underwhelm, with a decrease of 3%

in the year to 318 pence at 31 March 2025, even though the

underlying 3iN portfolio continues to trade well and deliver strong

realisations, at good uplifts to opening value.

In the year to 31 March 2025, 3iN generated a total return on opening

NAV of 10.1%, again exceeding its 8 to 10% return objective, and

delivered its dividend target of 12.65 pence, a 6.3% increase on last

year. 3iN’s underlying portfolio continues to benefit from its exposure

to long-term sustainable growth trends.

Our proprietary capital investment in Smarte Carte achieved record-

high revenue and EBITDA in 2024, driven by strong performance

across its business segments. Notably, the company's new long-term

carts contract at London’s Heathrow Airport performed well.

3i Group plc | Annual report and accounts 2025 11

Overview and strategy

Chief Executive’s statement continued

Scandlines performance

The performance of Scandlines was resilient in FY2025, and our

investment generated a GIR of £ 46  million, or 9% of opening portfolio

value (2024 : £10  million, 2%). Leisure revenues were strong, whilst

freight volumes were softer compared to the prior year. The business

continued to be cash generative and returned £ 22 million of

dividends to 3i. Since our reinvestment in 2018, we have received

£232 million of total distributions.

Sustainability

We continue to make good progress on our climate agenda. Our

science-based targets, which cover our direct GHG emissions and

those associated with our portfolio, were approved by the SBTi in

March 2024. We are particularly pleased with the progress we made

in FY2025 towards the achievement of our portfolio engagement

target, which involves 3i using its influence to encourage portfolio

companies to set their own science-based targets. Seven of our

portfolio companies across 3i Group and 3iN have now set approved

science-based targets. Notably, Action had its near-term science-

based targets approved in February 2025.

We continue to refine our assessment of climate-related risks and

opportunities in our investment and portfolio management

processes. This helps us support portfolio companies in positioning

themselves on the right side of climate transition, while safeguarding

3i and its portfolio companies from a broad range of operational,

commercial and reputational risks. In addition to our focus on

climate-related issues, we have also improved our assessment of

nature considerations within our portfolio, alongside our continued

focus on human rights.

Charitable donations

3i continues to support charities which relieve poverty, address

homelessness, promote education and youth development and

support elderly and disabled people. We donated £1.2 million across

these initiatives as part of our ordinary charitable activities. Our

portfolio companies also supported a variety of charities relevant

to them and their operations, with donations totalling £4.8 million.

Balance sheet and foreign exchange movement

Our proprietary capital strategy affords us the benefit of agility

in capital deployment and flexibility in holding periods, which puts

us in a good position to optimise returns over the long term.

We successfully executed the final payments of the carried interest

liability related to Action, totalling £428 million over the year. This

marks an important milestone for the Group and our shareholders,

eliminating a substantial financial obligation from the balance sheet

and ensuring that going forward, Action’s returns flow through to

shareholders with no dilution.

We ended FY2025 with net debt of £771 million and 3% gearing, after

returning £625 million of cash dividends to shareholders in the year

and with liquidity, including our undrawn RCF, of £1,323 million. We

remain disciplined on costs and generated an operating cash profit

of £469 million in the year, or £36 million excluding dividends

received from Action. Due to the strengthening of sterling against

the euro and US dollar in the year, we recorded a total foreign

exchange translation loss of £259 million (March 2024: £316 million

loss), including a gain on foreign exchange hedging of £82 million

(March 2024: £116 million gain) .

In April 2025, we increased the notional value of the Group’s Euro

foreign exchange hedging programme by €400 million, securing

favourable rates, taking our total Euro hedge to €3.0 billion.

Outlook

We expect the market environment in FY2026 to remain complex,

with heightened geopolitical uncertainty as major economies

respond to changes in US policy.

Over many years we have deliberately allocated our capital into

some of our best performing assets, such as Action and Royal

Sanders, as well as assets in sectors such as value-for-money, private

label consumer, healthcare and infrastructure, all of which have

proven their resilience over many years of market shocks and

headwinds. This provides us with confidence in the overall portfolio’s

ability to continue to operate effectively through volatile conditions

and generate resilient returns for our shareholders. Similarly, over

the same period of time, our policy of taking a long-term view on

valuation multiples has been consistently applied across market

peaks and troughs. This approach remains very relevant in the

current market conditions.

We expect transaction activity across the private market to be

slower over the near term given the increased macro-economic and

geopolitical uncertainty. We will maintain our pricing discipline and

continue to be highly selective across new investment and realisation

opportunities as we continue to optimise long-term value growth for

our shareholders.

We remain confident in our ability to compound growth across the

portfolio in the years to come, and I would like to close by thanking

the team at 3i and the teams in our portfolio companies for another

year of strong performance.

Simon Borrows

Chief Executive

14 May 2025

3i Group plc | Annual report and accounts 2025 12

Overview and strategy

Our thematic approach

to investment

We adopt a thematic approach to origination and portfolio

construction, backing businesses that benefit from structural

trends which can support long-term sustainable growth.

Value-for-money

and discount

The last decade has seen a significant shift

towards value concepts, shaped by

economic and behavioural forces.

Macro-economic pressures, including inflation and wage stagnation,

have combined with the emergence of efficient discount retailers

that can deliver quality essentials at a good price and with the

subsequent rise of the ‘smart shopper’ to underpin a significant shift

to value concepts. Amid increasing uncertainty, consumers remain

discerning and continue to seek quality at a good price, sometimes

at the expense of brand loyalty. We believe that these behaviours,

which were further embedded during the recent cost of living crisis,

will endure, as shown by consumer behaviour during and in the

immediate aftermath of the 2007-2008 financial crisis.

3i response

Value-for-money and discount has long been a winning theme

for our Private Equity portfolio. We highlight a few examples here.

Action has grown from a focus on its Dutch home market to a

pan-European discount retailer by providing a good-quality and

surprising assortment of products, including many everyday

necessities, at a very low price.

Royal Sanders, a private label and contract manufacturer of personal

care products, is growing strongly by offering products at a variety

of price points to a broad range of customers, including value

retailers. European Bakery Group, which produces bake-off bread

and snack products for food retailers and foodservice customers,

benefits from similar dynamics.

Pages 20 -23

Read more about Action

Energy transition, energy

security and resource scarcity

The response to climate change and other

environmental issues is a defining theme

of our time.

The transition towards a low-carbon economy is gathering pace

in some countries, leading to increased demand for cheaper

electricity and associated services. At the same time, natural

resources are growing more scarce and governments, businesses

and consumers are focusing on developing and supporting more

sustainable consumption models, which embed more circularity

and shared resources and offer significant cost benefits.

3i response

We have exposure to this theme in our Infrastructure business,

with investments in businesses like Infinis, which generates

renewable energy, Herambiente, which sorts and recycles waste

and generates power from the waste that cannot be recycled,

and Future Biogas, one of the UK’s largest anaerobic digestion

plant developers and biogas producers.

TCR, also in our Infrastructure portfolio, provides pooled ground

support equipment at airports, reducing the amount of

equipment required.

A number of our Private Equity portfolio companies are making

investments in the circular economy theme, either by adapting

their business models or by offering products or services that

directly support a circular economy model. For example, Evernex

repairs, reuses and recycles IT equipment to extend its lifespan,

therefore supporting clients in reducing their carbon emissions.

3i Group plc | Annual report and accounts 2025 13

Overview and strategy

Our thematic approach to investment continued

Digitalisation, digital

transformation and big data

Digital transformation leverages data to drive

innovation and efficiency, enhance decision-

making, and enable sustainable growth.

Technology is developing rapidly and changing business operating

models across many sectors. Digitalisation is part of daily life,

extending to all spheres of human activity and interactions. It is also

intertwined with climate change and is a precondition to many of

the available decarbonisation pathways.

The rapid development of artificial intelligence is accelerating these

trends, creating opportunities not previously possible. However,

the benefits of this shift are not evenly distributed. Certain sectors

remain vulnerable to disruption, and segments of society risk being

left behind, highlighting the need for inclusive digital strategies.

3i response

We have been careful to select investments that benefit from this

theme, while avoiding areas likely to be impacted by disruption. In

our Private Equity portfolio, MAIT provides end-to-end

digitalisation solutions for manufacturing customers, offering

product lifecycle management, enterprise resource planning

software as well as managed services and cloud solutions. xSuite

provides accounts payable invoice process automation applications.

Evernex maintains IT equipment that is critical for customers’

business continuity. Luqom, VakantieDiscounter and Konges Sløjd

benefit from the ongoing shift to the online channel.

Our Infrastructure business is also exposed to this trend. Tampnet

operates an offshore communication network in the North Sea and

Gulf of Mexico; and FLAG (formerly Global Cloud Xchange) owns

one of the world’s largest subsea fibre optic networks.

Demographic

and social change

Ageing populations are projected to

cause significant social disruption in our

investment markets.

Increasing life expectancy and reduced birth rates in most

of our core markets are resulting in ageing and often declining

populations, as well as issues stemming from growing generational

imbalances. These structural, long-term trends are profoundly

changing consumer behaviour and preferences, and are resulting

in policy responses and scientific research to meet the challenges

of greater longevity and the increasing prevalence of age-related

chronic illness.

3i response

Our Private Equity healthcare investments, including Cirtec Medical,

an outsourced medical device manufacturer, as well as SaniSure

and ten23 health, which deliver products and services to the

biopharmaceutical and life sciences industry, provide solutions to

the disruption caused by an ageing population and by scientific

breakthroughs making more advanced medical and pharmaceutical

treatments possible. Ionisos , in our Infrastructure portfolio, provides

cold sterilisation services to the medical and pharmaceutical

industries, amongst others.

Some of our portfolio companies with a consumer focus are also

exposed to this trend. Audley Travel caters to an older and

wealthier demographic cohort that is becoming more dominant.

Konges Sløjd and WaterWipes, on the other hand, have developed

their offering to appeal to the rising middle classes and older

parents having higher disposable income when they reach

parenthood.

3i Group plc | Annual report and accounts 2025 14

Overview and strategy

Our business model

We aim to compound value over time by investing in mid-market

companies to create a diverse portfolio and by holding our best

investments over the longer term.

What enables us to create value

Sectors

Private equity

Consumer &

Private Label

Healthcare

Industrial

Services

& Software

Infrastructure

Communications

Energy

Social Infrastructure

Transport/Logistics

Utilities

	Our strong values and institutional culture We promote a strong culture of integrity among our employees and embed that culture in our policies and processes.
	Our people
	The recruitment, development and retention of a capable and diverse team is fundamental to our success.
	223 people	22 nationalities

Our investment approach

Permanent capital and long-term

stewardship

Our proprietary capital affords us a medium

to long-term investment horizon. We aim to

compound our proprietary capital value through

conviction in our best investments.

Careful portfolio construction

We approach portfolio construction with great

care, with a focus on resilience across market

cycles and target sectors and regions where

we have deep expertise, strong networks, and

a proven track record.

Our strategy remains flexible, adapting to market

shifts, regulatory changes, and broader societal

and environmental trends. We screen investment

opportunities against our Responsible Investment

policy and embed an assessment of sustainability

risks and opportunities across our investment and

portfolio management processes. We have been

signatories to the UN Principles of Responsible

Investment since 2011.

Pages 42-51

Invest responsibly

Active asset management

We engage with portfolio companies’ management

teams to manage risks and invest in initiatives that

support long-term sustainable growth. We have

majority or significant minority stakes in our core

portfolio companies and are represented on their

boards. We therefore have the influence to drive

long-term, sustainable growth in our portfolio.

Thematic origination

Our Private Equity and Infrastructure teams invest

in businesses supported by long-term structural

growth trends.

Global network

We have had local teams on the ground across

the UK, continental Europe and the US for many

decades, which have built strong networks within

their local business communities. We view diversity

as a strength and a plurality of perspectives

enhances our origination, value creation and

decision making.

Our brand and reputation

As an investment company with a history of 80 years,

our brand strength and long-term approach

underpin our reputation as a responsible investor

and business.

80 years

history

3i Group plc | Annual report and accounts 2025 15

Overview and strategy

Our business model continued

We aim to at least cover our cash operating costs with cash

Grow

We create value

from the portfolio

through active asset

management and organic

and acquisition growth

Long-term

hold

We may decide to hold a portfolio

company over a longer time period,

to capitalise on its compounding

growth and cash yield via

refinancing and dividends

How we create value

	Who benefits
	Shareholders Our model is capable of delivering mid-teen returns to shareholders through the investment cycle						Portfolio companies We work in close partnership with our portfolio companies to provide expertise and support, enabling them to grow sustainably and to contribute positively to the communities in which they operate		Our people Our people are our most important resource. We foster the professional development and wellbeing of our employees
	25% Total return on opening shareholders’ funds in FY2025		73.0p Dividend per share for FY2025		0.4% Operating costs as a percentage of our FY 2025 AUM

Realise

We work with our

portfolio companies

to grow them organically

and by acquisition to produce

strong cash flow and generate

at least a >2x return

on disposal

Invest

We typically make four to seven

new Private Equity

investments each year, and

support the development

of our Infrastructure

business

income from our portfolios and from fund management fees

generated by our Infrastructure business.

3i Group plc | Annual report and accounts 2025 16

Overview and strategy
Strategic objectives
		Grow investment portfolio earnings		Realise investments with good cash‑to‑cash returns

Key performance indicators1,2,4

947p 1,321p 1,745p 2,085p 2,542p

Gross investment return (“GIR”)

as % of opening portfolio value

The performance of the proprietary

investment portfolio expressed

as a percentage of the opening

portfolio value.

Link to strategic objectives

NAV per share

The measure of the fair value per share

of our investments and other assets

after the net cost of operating the

business and dividends paid in the year.

Link to strategic objectives

Cash realisations5

Support our returns to shareholders,

as well as our ability to invest in

new opportunities.

Link to strategic objectives

26% 43% 36% 23% 24%

£319m £758m £885m £883m £1,841m

£1,164m

£677m

£757m

£126m

l	l	Cash realisations
l		Proceeds received from Action’s capital restructuring (FY2024)
l		Proceeds received from Action’s capital restructuring (FY2025)

FY2025 progress and FY 2026 outlook

• Group GIR of 24% , driven by £ 4,839 million

of unrealised value growth and £ 600 million

of portfolio income

• Private Equity GIR of £ 5,113 million, or 26% ,

predominantly driven by Action’s GIR of

£ 4,551 million

• Infrastructure GIR of £ 52 million, or 3%,

reflecting 3iN dividend income and

performance across our infrastructure funds,

offsetting weaker 3iN share price

performance

• Scandlines GIR of £ 46 million, or 9%,

reflecting resilient performance in the year

and cash distributions

• Our portfolios have started FY 2026 with

good momentum

FY2025 progress and FY 2026 outlook

• 22% increase in NAV per share to 2,542

pence (31 March 2024 : 2,085 pence), after

payment of 65 pence dividend per share in

the year

• Our portfolios have started FY 2026 with

good momentum

FY2025 progress and FY2026 outlook

• Cash proceeds of £1,841 million including

£1,164 million of proceeds received from

Action’s capital restructuring and £ 659

million from the realisations of nexeye and

WP

• Realisations and refinancings in FY2026 are

subject to supportive market conditions and

to portfolio company performance

remaining resilient

3i Group plc | Annual report and accounts 2025 17

Overview and strategy

Key performance indicators continued

Maintain an operating cash profit Use our strong balance sheet Increase shareholder distributions

Cash investment

Identifying and investing in new and

further investments is a key driver

of the Group’s ability to deliver

attractive returns.

Link to strategic objectives

Operating cash profit3

By covering the cash operating cost

of running our business with cash

income, we reduce the potential

dilution of capital returns.

Link to strategic objectives

Total shareholder return

The return to our shareholders through

the movement of the share price and

dividends paid during the year.

Link to strategic objectives

£510m £543m £397m £593m £1,182m

£768m

£414m

£455m

£138m

l	l	Investment
l		Action reinvestment (FY2024)
l		Action reinvestment (FY2025)

£325m

£39m

£284m

£56m

£375m

£92m

£433m

£36m

£23m £340m £364m £467m £469m

l		Action dividend
l	l	Other

51% 24% 27% 71% 31%

5%

46%

4%

20%

6%

21%

2%

29%

4%

67%

l		Dividends
l	l	Share price

FY2025 progress and FY 2026 outlook

• Invested £1,182 million, including the

£ 768  million reinvestment into Action and

£318 million across three new investments

• Completed 12 bolt-on acquisitions for the

Private Equity portfolio, one of which, for

xSuite, we supported with further

investment of £5 million

• Solid pipeline of new investment

opportunities and bolt-on acquisitions

FY2025 progress and FY 2026 outlook

• Generated total cash income of £ 598 million

(2024: £594 million) of which £470 million

(2024: £456 million) is from Private Equity,

£106 million (2024: £113 million) from

Infrastructure and £22 million from

Scandlines (2024: £25 million). Private Equity

includes £433 million of dividends from

Action (2024: £375 million)

• Cash operating expenses of £ 129 million

(2024: £127 million)

• Good cash income expected to continue

from Action, Infrastructure and Scandlines

FY2025 progress and FY 2026 outlook

• TSR of 31% driven by a share price increase

of 29% and by dividend payments of 65.0

pence in the year

• Strong balance sheet supports a total

FY2025 dividend of 73.0 pence per share

1 A number of our KPIs are calculated using financial information which is not defined under IFRS and therefore they are classified as APMs. Further details on these APMs are included in our Financial review on page 79 .

2 Further information on how these KPIs are factored into decisions concerning the Executive Directors’ remuneration is included in the Directors’ remuneration report on page 135.

3 Cash operating expenses includes lease payments.

4 Key risks which could potentially impact the respective KPIs can be found on pages 88 to 93, which summarise the Group's current principal risks.

5 Realised proceeds may differ from cash proceeds due to timing of cash receipts. During the year, Private Equity recognised £1,827 million of realised proceeds, of which £1 million related to withholding tax. In addition, £5 million

of cash proceeds were received, which had been recognised as realised proceeds in FY2024.

3i Group plc | Annual report and accounts 2025 18

What’s in this section
Private Equity	19
Infrastructure	35
Scandlines	38

Business

review

3i Group plc | Annual report and accounts 2025 19

Business review

Private Equity

At a glance

Gross investment return

£ 5,113m

or 26%

( 2024 : £ 4,059 m or 25% )

Cash investment

£ 1,177 m

( 2024 : £ 556m)

Realised proceeds

£1,827 m

( 2024 : £ 866 m)

Portfolio dividend income

£ 450m

( 2024 : £ 439 m)

Portfolio growing earnings

97%¹

( 2024: 93% )

Portfolio value

£ 23,558 m

( 2024 : £ 19,629m)

1 LTM adjusted earnings to 31 December 2024. Includes 30 portfolio companies.

We invest our proprietary capital in mid-

market businesses headquartered in

Europe and North America. Once invested,

we work closely with our portfolio

companies to deliver ambitious growth

plans and aim to compound value from our

best investments over the longer term.

Against a complex and uncertain macro-economic and geopolitical

environment across Europe and the US, our Private Equity portfolio

delivered a GIR of £ 5,113 million, or 26% , on the opening portfolio

value (2024: £ 4,059 million or 25%) in the year to 31 March 2025. This

return included a £273 million foreign exchange translation loss, net

of a gain from foreign exchange hedging.

Action had another very strong year and was the principal driver of

the return, generating GIR of £4,551 million or 32% of its opening

value. We also received significant realised proceeds from Action,

with a portion of these proceeds reinvested to acquire an additional

stake in the business. Our other long-term hold Private Equity asset,

Royal Sanders, delivered another year of strong organic and

acquisitive growth.

Across the remaining portfolio, a number of assets within the

consumer and private label sectors performed well and we saw an

encouraging trajectory for several of our healthcare assets. The

majority of our industrial assets continue to pay cash dividends and

performed well, whilst our services and software assets were largely

resilient against a difficult IT market backdrop. We saw

underperformance from a limited number of assets exposed to

weaker end markets.

We maintained disciplined pricing, completing three new

investments, invested further capital across several existing portfolio

companies and enhanced our existing portfolio through 12 strategic

bolt-on acquisitions. In addition to proceeds received from Action, we

also generated significant realised proceeds from the exit of two

portfolio companies at money multiples of 2x or greater.

Overall, the Private Equity portfolio value increased to £23,558 million at

31 March 2025 (31 March 2024: £19,629 million).

Table 1: Gross investment return for the year

to 31 March

Investment basis	2025 £m	2024 £m
Realised profits over value on the disposal of investments	50	–
Unrealised profits on the revaluation of investments	4,803	3,874
Dividends	450	439
Interest income from investment portfolio	69	80
Fees receivable	14	7
Foreign exchange on investments	(340)	(437)
Movement in fair value of derivatives	67	96
Gross investment return	5,113	4,059
Gross investment return as a % of opening portfolio value	26%	25%

3i Group plc | Annual report and accounts 2025 20

Business review

Private Equity continued

Building great

Case study: Consumer

& Private Label

For more information

company.action.com

businesses with

long-term sustainable

growth potential

352

Stores added

during 2024

10,641

New jobs created

during 2024

18.7m

Average number of customers

that visited Action stores

every week

during 2024

Action, the fastest growing non-food discount retailer in

Europe and our largest portfolio company, had stores in

12 countries, employed 79,681 people and generated

annual revenue of € 13.8 billion in 2024. Action continues

to invest in its systems and organisation to support its

volume-driven growth and future ambitions.

Customer-centric approach

‘Always the lowest price’ is central to Action’s

customer value proposition. On average

18.7 million customers visit Action stores

each week, driven by Action’s range of

essential and surprise assortment of good

quality products, at the lowest prices.

In 2024, Action continued to reduce its

prices, with 2,000 price reductions across its

assortment. Two thirds of its products

retailed at a price point of less than €2, and

the business has largely maintained or

increased its price position against its

competitors across its markets.

Action also has a comprehensive programme

of store relocation, enlargement and

refurbishment to maintain and enhance its

customers’ shopping experience.

Good quality products

Action has a simple, efficient, and scalable

operating model. It offers 6,000 products

across 14 categories, with two thirds of the

assortment changing frequently.

Action’s continuous investment in quality has

resulted in a number of award-winning

private label products in 2024 and early 2025.

3i Group plc | Annual report and accounts 2025 21

Business review

Private Equity continued

Net sales1

€m

+21%

CAGR

3i buyout

+26%

CAGR

Operating EBITDA1

€m

3i buyout

+28%

CAGR

+28%

CAGR

Source: Company information

1 Including impact of 53rd week in 2015 and 2020.

3i Group plc | Annual report and accounts 2025 22

Business review

Private Equity continued

International store roll-out

2020

2021

2022

2023

2024

Number of stores

Netherlands

418

stores and 2 DCs

Belgium/Luxembourg

233

stores

Germany

585

stores and 2 DCs

France

859

stores, 5 DCs

and 2 hubs

Portugal

10

stores

Spain

66

stores and 1 DC

At 29 December 2024, Action had a total of 2,918 stores across 12

countries, after adding 352 stores during the year. In April 2025,

Action opened its first store in Switzerland and plans to open stores

in Romania later in the year. Action has significant further growth

opportunities, with the latest estimate of potential new stores

totalling approximately 4,850 across both existing and new markets

in Europe.

Geographical spread of stores, distribution centres and hubs1

at 29 December 2024

Investment in future growth

Action continued to invest in its distribution network in 2024, with

the addition of two new distribution centres in Italy and Spain. At

the end of 2024, Action had 15 distribution centres and three hubs

across Europe, with three new distribution centres planned in 2025.

In 2024, Action successfully implemented a new ERP system

and started the ‘Fit-For-Growth’ programme to define a scalable,

simple and efficient future international organisation.

People

Action is a large employer, with 79,681 employees across its stores,

distribution centres and offices at the end of 2024. The business

created 10,641 jobs in 2024 and continues to invest in the ongoing

development and engagement of its employees, with over 3,507

internal promotions and over 292,000 training hours delivered

across its workforce in 2024.

1 Action opened its first store in Switzerland in April 2025 and therefore has stores in 13 countries.

Digital

Poland

387

stores, 3 DCs and 1 hub

Czech Republic

83

stores

Slovakia

28

stores and

1 DC

Austria

117

stores

Italy

132

stores, 1 DC

On a weekly basis, an average of 13.6 million customers use the

Action app and visit the Action website, providing a multi-channel

touchpoint for customers to conduct their research online and then

continue their journey with in-store purchases. Action has a

comprehensive technology roadmap for the next five years which

will act as a key enabler of its growth plans.

Partnership

In 2024, Action’s support for its charity partners and other

donations totalled €2.6 million. Action continues to work with its

long-term international partners, SOS Children’s Villages and the

Johan Cruyff Foundation. The Action Scholarship Fund provided

financial support to 179 Action families in 2024.

Sustainability

Action made further progress in the implementation of its

sustainability programme in 2024. Further information is available

in the Sustainability section of this report on pages 50 and 51.

3i Group plc | Annual report and accounts 2025 23

Business review

  Private Equity continued

Action financial metrics

Last 12 periods to P12 2024 (2023)First three periods to P3 2025 (2024)

Net sales

2023

2024

2024

2025

Operating EBITDA

2023

2024

2024

2025

Operating EBITDA margin

2023

2024

2024

2025

LFL sales growth

2023

2024

2024

2025

3i Group plc | Annual report and accounts 2025 24

Business review

Private Equity continued

Royal Sanders, our other long-term hold asset, is a leading European private label and contract manufacturing producer of personal care products. The business has seven production facilities across Europe and focuses on 10 major consumer product categories. Since our investment in 2018, we have supported Royal Sanders’ successful international expansion strategy, organically and by accessing new markets, with eight bolt-on acquisitions which have contributed strongly to its growth. As a best-in-class operator in its sector, the business is also highly cash generative, returning a total of £231 million in distributions to 3i over the seven-year period. Royal Sanders bolt-on activity in FY2025 Royal Sanders completed its acquisitions of Karium and Treaclemoon in the year. Both companies are based in the UK and have a strong strategic fit with Royal Sanders’ existing brands business, enabling it to expand its footprint in the personal care market. Karium is a platform of established brands in the hair care, body care and skin care categories. It serves a broad range of major retailers across the grocery, value and food, drug and mass merchandiser channels. Treaclemoon is a value-for-money personal care brand with a market presence of over 15 years. Its products are sold through major UK retailers as well as through international distributors.

Case study: Consumer

& Private Label

Year invested

2018

Location

Netherlands

For more information

www.royalsanders.com

3i Group plc | Annual report and accounts 2025 25

Business review

Private Equity continued

Investment and realisation activity

We maintained a selective and disciplined investment approach,

allocating £ 881 million to our existing portfolio companies and

£318 million across three new investments.

In July 2024, Action raised €2.1 billion through a refinancing event

and completed a capital restructuring with a pro-rata share

redemption. As a result, 3i received total proceeds of £1,164 million.

Alongside several existing LPs in the 2020 Co-Investor Programme,

3i took the opportunity to acquire an additional stake in Action.

Including a small subsequent purchase of an existing LP stake later in

the year, 3i reinvested £768 million, increasing its gross equity stake

from 54.8% to 57.9% .

In July 2024, we invested £ 98 million to acquire Constellation,

WaterWipes is a global, premium, natural wet wipe brand focused on the baby and child category, with new product innovation in the adult category. It has c.300 employees and is based in Drogheda, Ireland. Its products are sold in over 50 countries, with double-digit growth across both offline and online channels. Made from natural ingredients, WaterWipes’ superior- quality wet wipes are globally accredited by skin health and allergy institutions and endorsed by healthcare professionals. This has earned the brand market-leading levels of customer loyalty and advocacy, driving consistent growth for over a decade. WaterWipes is the clear premium-segment leader in the c.€12 billion personal care wet wipes market, which is forecast to grow strongly driven by increased hygiene awareness post-Covid and demand for convenience. 3i will support the company’s growth, including its expansion in the US, Europe and new markets.

Case study: Consumer

& Private Label

Year invested

2025

Location

Ireland

Investment

£ 121m

For more information

www.waterwipes.com

a hybrid cloud and cybersecurity managed services provider based

in France. In addition to Endexar, which was acquired on closing,

Constellation has completed three bolt-on acquisitions since our

investment and remains well positioned to be a key consolidator in

a fragmented French IT services market. In January 2025, we invested

£121 million for the acquisition of WaterWipes, a global, premium,

limited ingredient, natural wet wipe brand focused on the baby

category, with new product innovation in the adult category. Finally,

in February 2025, we completed the £99 million investment in OMS

Prüfservice, the largest specialised service provider in testing of

electrical systems and equipment for B2B customers in the

DACH region.

We invested a further £54 million in ten23 health, as we continue

to develop the CDMO platform and a further £39 million in

Royal Sanders. We also provided £6 million of capital to support

Wilson through challenging trading conditions. EBG returned £22

million of funding within 12 months of our investment to support its

acquisition of coolback in 2023.

Our buy-and-build strategy remains fundamental to the successful

delivery of the investment case for many of our portfolio companies.

In FY2025, we completed 12 bolt-on acquisitions across six portfolio

companies, with only one requiring additional 3i investment. Further

details of selected bolt-on acquisitions can be found on pages 24

and 27.

We completed two realisations in FY2025, generating total proceeds

of £659 million. In July 2024 we completed the sale of nexeye for

proceeds of £382 million, achieving a modest profit over its 31 March

2024 valuation. When combined with distributions received during our

investment period, this resulted in a sterling money multiple of 2.0x.

We also completed the realisation of WP in October 2024, delivering

total proceeds of £280 million which, including interest income of £3

million, represented an 18% premium to its 31 March 2024 valuation.

Including the £45 million received earlier in our ownership, this

resulted in a sterling money multiple of 2.2x. Further details for both

of these portfolio companies can be found on page 30.

In total, in the year to 31 March 2025, our Private Equity team

invested £1,177 million (2024: £556 million) and generated total

proceeds of £1,827 million (2024: £866 million).

3i Group plc | Annual report and accounts 2025 26

Business review

Private Equity continued

Case study: Services & Software

Year invested

2024

Location

France

Investment

£ 98m

For more information

www.constellation.fr

Case study: Services & Software

Year invested

2025

Location

Germany

Investment

£ 99 m

For more information

www.oms-pruefservice.de

Constellation, founded in 2016 and headquartered in Saint-Cloud, France, is an IT managed services provider specialised in hybrid cloud and cyber security, with c.780 employees and a national footprint of 13 agencies. It supports c.600 mid-sized customers by managing their core IT infrastructure and overseeing cyber security through its Security Operations Centre. The company has consistently delivered double-digit organic growth, driven by a strong value proposition and superior service quality that helps retain and attract new customers. Constellation has completed 23 acquisitions since 2016. Endexar, a provider of SAP managed services, was acquired on closing and since then, three further bolt-ons have completed: ILKI, a cloud architecture specialist; and Feelserv and Armonie, both hybrid cloud managed service providers. The business is well positioned to be a key consolidator in a fragmented IT services French market, and our investment will enable it to further accelerate its growth, both organically and through add-ons.

3i Group plc | Annual report and accounts 2025 27

Business review

Private Equity continued

OMS Prüfservice (“OMS”),

is the largest specialised

service provider in testing

electrical systems and

equipment for B2B

customers in the

DACH region.

The business has over 900 employees and

operates in 43 locations across Germany,

Austria and Switzerland.

The company tests the electrical safety of

portable and fixed equipment in offices and

manufacturing facilities, as well as e-mobility

infrastructure and photovoltaic systems. Its

fully tailored proprietary software platform,

INSPEKTRA, enables it to digitalise and

automate its testing processes, maximising

efficiency and optimising its services to an

individual customer level.

OMS is well positioned for future growth,

due to its geographic footprint, the

increasing digitalisation of workplaces and

increased outsourcing, due to the demand

for skilled technicians. 3i is investing to drive

further growth in OMS’s core business, while

exploring new opportunities.

MAIT is a leading provider of innovative and pioneering digital solutions in the DACH region, focusing on software in product lifecycle management, enterprise resource planning as well as managed services and cloud solutions.

Since our investment in 2021, we have supported MAIT in making 13 acquisitions1 that complement its offering in product lifecycle management and enterprise resource planning solutions, including  three bolt-on acquisitions in the year, in      CAD ’N ORG and ISAP in April 2024, and TFH Technical Services in November 2024. CAD ‘N ORG is a provider of software and consulting services, offering complementary software modules, such as a data validation tool which ensures appropriate data quality. ISAP is a provider of consulting services, established for over 30 years, supporting medium sized manufacturing companies with tailor-made digitalisation strategies. TFH technical services is a Dutch consulting provider specialising in the implementation and use of lifecycle management software solutions.

1 Includes asset deals.

Case study: Services & Software bolt-on acquisitions

Year invested

2021

Location

Germany

For more information

www.mait.de

3i Group plc | Annual report and accounts 2025 28

Business review

Private Equity continued

Investments

Portfolio company

Business description

Date

Proprietary capital investment £m

New investment

Constellation

IT managed services provider

July 2024

98

WaterWipes

Global, premium, natural wet wipe brand

January 2025

121

OMS Prüfservice

Specialised service provider for electrical equipment testing

February 2025

99

Total new investment

318

Reinvestment

Action

General merchandise discount retailer

Various

768

Total reinvestment

768

Other further investment

ten23 health

Biologics focused CDMO

Various

54

Royal Sanders

Private label and contract manufacturing producer of personal care products

October 2024

39

Other

Various

Various

4

Total other further investment

97

Further investment to finance portfolio bolt- on acquisitions

xSuite

tangro: Specialist in inbound document management software

June 2024

5

Total further investment to finance portfolio bolt-on acquisitions

5

Further investment to support portfolio companies

Wilson

Global provider of recruitment process outsourcing and other talent solutions

Various

6

Other

Various

Various

5

Total further investment to support portfolio companies

11

FY2025 Private Equity gross investment

1,199

Return of investment

European Bakery Group

Industrial bakery group specialised in bake-off bread and snack products

July 2024

(22)

Total return of investment

(22)

FY2025 Private Equity net investment

1,177

3i Group plc | Annual report and accounts 2025 29

Business review

Private Equity continued

	Investments continued
		Portfolio company	Name of acquisition	Business description of bolt-on investment	Date
	Private Equity portfolio bolt-on acquisitions funded from the portfolio company balance sheets	MAIT	CAD 'N ORG	Provider of software and consulting services	April 2024
		MAIT	ISAP	Provider of consulting services	April 2024
		Royal Sanders	Karium	Platform of established brands across the hair care, body care and skin care categories	June 2024
		AES	Condition Monitoring Services	Reliability service provider	August 2024
		Constellation	ILKI	Cloud architecture specialist	October 2024
		AES	PSS Marine Seal	Manufacturer of advanced sealing solutions tailored for the marine industry	October 2024
		Evernex	Ultra Support	UK-based third-party maintenance provider	November 2024
		MAIT	TFH Technical Services	Consulting provider specialising in the implementation and use of product lifecycle management software solutions	November 2024
		Constellation	Feelserv	Hybrid cloud managed services	January 2025
		Constellation	Armonie	Hybrid cloud managed services	February 2025
		Royal Sanders	Treaclemoon	Value-for-money personal care brand	February 2025

		Realisations
		Investment	Country	Calendar year first invested	3i realised proceeds £m	Profit in the year1 £m	Profit over opening value2 %	Money multiple3	IRR
		Full realisations
		nexeye	Netherlands	2017	382	10	3%	2.0x	10%
		WP	Netherlands	2015	277	42	18%	2.2x	9%
		Total realisations			659	52
		Refinancing
		Action	Netherlands	2011	1,164	–	–%	n/a	n/a
		Other realisations
		Other	n/a	n/a	4	(2)	n/a	n/a	n/a
		Total Private Equity realisations			1,827	50

1 Cash proceeds realised in the period less opening value.

2 Profit in the year over opening value.

3 Cash proceeds over cash invested. Money multiples are quoted on a GBP basis.

3i Group plc | Annual report and accounts 2025 30

Business review

Private Equity continued

nexeye is a European

value for-money optical

retail platform, operating

under the Hans Anders,

eyes+more and Direkt

Optik labels.

We invested £205 million in the business

throughout our ownership.

It is headquartered in Gorinchem, the

Netherlands, with c.3,500 employees and c.720

stores in the Netherlands, Belgium, Germany,

Austria and Sweden.

During our investment, nexeye transformed from

a local optical discounter to the value-for-money

leader in the North-West European optical retail

market. In 2019, it acquired eyes+more, which

added Germany as a key growth market. Since

the acquisition, nexeye more than doubled

eyes+more’s store footprint in Germany.

nexeye invested in new stores, refurbished the

existing network, strengthened the management

team and transformed its digital infrastructure to

a best-in-class setup. Under 3i ownership, nexeye

shifted its business model towards digitally

generated appointments, accelerated its digital

marketing and CRM capabilities and drove store

productivity through digital planning. As a result,

sales and EBITDA doubled under our ownership.

In July 2024, we completed the sale of nexeye,

returning proceeds of £382 million, which,

combined with distributions received during our

ownership, resulted in a sterling money multiple

of 2.0x.

Case study: Consumer

& Private Label

Realisation in July 2024

Net proceeds received

£382m

Sterling money multiple

(Total cash return over cost)

2.0x

For more information

www.nexeye.com

Case study: Industrial

Realisation in October 2024

Net proceeds received1

£280m

Sterling money multiple

(Total cash return over cost)

2.2x

For more information

www.WP.com

WP is a leading provider of

innovative plastic packaging

solutions, with over 4,000

employees and 23 facilities

in 15 countries.

The company supplies the world’s leading A-brands

and private label players.

We invested £147 million in WP, supporting its

international growth strategy through expansion into new

product categories and strengthened its position in its

existing segments. WP also completed four bolt-on

acquisitions during our period of ownership, significantly

reinforcing its presence in Latin America and Europe, and

delivered consistent growth, almost doubling its EBITDA.

In October 2024, we sold our investment in WP at an 18%

profit over 31 March 2024 value, generating proceeds of

£280 million1 which, combined with the £45 million of

proceeds received during the period of our ownership,

resulted in a sterling money multiple of 2.2x.

1 Including interest income of £3 million. An additional £8 million of deferred

consideration was received post year-end in April 2025.

3i Group plc | Annual report and accounts 2025 31

Business review

Private Equity continued

Long-term hold portfolio companies:

1 One portfolio company has been excluded due to commercial sensitivity.

2 Net of a negative movement in multiple.

Action and Royal Sanders

As detailed in the Chief Executive’s statement and in the Action case

Chart 1: Largest value growth increases and decreases (>£20m)1
Portfolio company	Value growth (excl FX)	Value at 31 March 2025	Driver of value increase		Portfolio company	Value decline (excl FX)	Value at 31 March 2025	Driver of value decline
Action	£4,324m	£17,831m			Wilson	£88m	£39m
Royal Sanders	£256m	£865m
Audley Travel	£84m	£276m
Tato	£47m	£382m
Cirtec Medical	£41m	£614m
EBG	£37m	£278m
Q Holding2	£25m	£172m
xSuite	£21m	£122m

l Performance l Multiple

study, Action delivered another year of very strong performance and

we reflected this in our valuation of Action at 31 March 2025 .

At 31 March 2025 , Action was valued using its LTM run-rate EBITDA

to the end of P3 2025 of €2,328 million, which includes the usual

adjustment to reflect stores opened in the last 12 months.

Action run-rate adjustment

Action achieves significant growth in its first years of opening

stores. Since 2013, we have included a run-rate adjustment in

the calculation of Action’s valuation earnings. This adjustment

is to ensure we reflect the full-year profitability for each new

store opened in the year. Action’s performance and growth

since the inclusion of this adjustment continue to validate this

rationale. We apply our valuation multiple to an LTM earnings

number adjusted as set out above, to ensure the growth

embedded in new stores opened in the year is captured.

Action continues to outperform the peers we use to benchmark its

performance across its most important KPIs, supporting our valuation

multiple of 18.5x net of the liquidity discount (31 March 2024: 18.5x).

Action ended P3 2025 with cash of €347 million and a net debt

to run-rate earnings ratio of 2.7x, after paying two dividend

distributions in FY2025, of which 3i received £433 million.

At 31 March 2025, the valuation of our 57.9% stake in Action

was £17,831 million (31 March 2024: 54.8%, £14,158 million) and

we recognised unrealised profits from Action of £4,324 million

(March 2024: £3,609 million) as shown in Table 2.

Royal Sanders, a leading European private label and contract

manufacturing producer of personal care products, was the largest

contributor to our Private Equity performance growth in FY2025,

excluding Action. The company delivered strong organic growth

across its customers in 2024. Royal Sanders has been a driving force

in consolidating a highly fragmented industry, successfully executing

eight bolt-on acquisitions since our investment, including the

acquisitions of Karium and Treaclemoon in FY2025. The bolt-on

acquisitions have outperformed their initial investment cases and the

business has a strong pipeline of other targets.

An overview of the key drivers of the value movement for our long-

term hold assets and a number of our other portfolio companies, can

be seen in Chart 1.

Consumer and private label portfolio companies

EBG saw solid trading across all three of its platforms (Dutch Bakery,

coolback, Panelto) in 2024, demonstrating its resilience amongst an

unfavourable input pricing environment and pressure on wage inflation.

MPM saw good top-line growth in 2024, driven primarily by increased

volumes across its key markets. The US, its largest market, continues

to see strong sales development and there is significant headroom to

scale it further, including through the online channel. While US tariffs

have the potential to introduce some volatility across the whole

premium wet cat food category, management has a robust strategy

to navigate the situation. Audley Travel’s reputable brand and

customer loyalty continued to support its strong performance in

2024. Whilst the business has good coverage on bookings into 2025,

we remain cautious on the outlook for its US market, following the

heightened uncertainty in US policy and impact on US travel sentiment.

Mepal saw good commercial performance in 2024, with volume

growth across its retail partners and its e-commerce offering. Luqom

continues to make an encouraging recovery and gained market share

in 2024. The business saw top-line growth across all of its regions with

particularly impressive performance from Southern and Eastern

Europe, supported by nine new local webshops. BoConcept

continues to operate in a challenging consumer market. Performance

in 2024 was softer, as a result of lower footfall in stores and net store

closures. Recent order intake has been more positive. In February 2025,

we passed our holding in YDEON to Tikehau Capital for no proceeds.

3i Group plc | Annual report and accounts 2025 32

Business review

Private Equity continued

Healthcare portfolio companies

Our healthcare portfolio saw good commercial momentum in 2024.

Cirtec Medical delivered strong performance across the majority of its

core sites in 2024, driven by elevated demand from its key customers.

The business won a number of attractive programmes in 2024, which

have the potential to be significant revenue contributors in the near to

medium term. SaniSure saw demand patterns normalise for the

majority of its business lines through the second half of 2024, as the

bioprocessing market stabilised following a period of prolonged

destocking after the pandemic. Over the last two years, the business

has made significant investment in long-term initiatives and

operational excellence that is already delivering good momentum.

ten23 health continued to make good progress. Its Basel site

continues to develop well, with a number of new programmes signed

from new and existing customers. Its existing Visp site is expected to

achieve 100% utilisation in 2025, following a facility remediation at the

end of 2024, which will facilitate the fulfilment of its strong order book.

Q Medical Devices (Q Holding) performed well in 2024, with good

demand from most of its customers across its business units.

Industrial portfolio companies

Our industrial portfolio delivered good overall performance in the

year. Tato saw good volume growth and improved margin

performance in 2024, despite operating in a market that is showing

relatively muted demand and a tougher regulatory and competitor

dynamic. Tato’s cash conversion remained strong and we received £13

million of dividends in FY2025. AES produced another good result in

2024, as end-market conditions improved and the business continued

to make gains on larger competitors in its sector. The business also

completed two bolt-on acquisitions in FY2025, strengthening its

offering in North America. Cash generation remained strong, and we

recorded dividends of £4 million from the business in FY2025.

Dynatect delivered stable performance in the year, despite delays in

the ramp-up of a key contract.

Services and software portfolio companies

The global third-party IT equipment maintenance market was weaker

in 2024, largely as a result of a dip in acquired new equipment in

2020-21, which is then typically serviced three to four years post-

acquisition. Operating in this market, Evernex saw positive

performance in 2024 and the business completed the acquisition

of Ultra Support, a pure third-party maintenance player for data

centres, servers and networking equipment in the UK. MAIT’s buy-

and-build strategy continued in 2024, with the business completing

a further three bolt-on acquisitions at accretive multiples.

The business maintained a good level of overall performance,

despite weaker market demand across IT solutions. xSuite had a

good 2024, characterised by annualised software bookings growth,

and we have reflected its progress towards a SaaS model via its

valuation multiple. Its recent acquisition of tangro is already

delivering a positive contribution.

The recruitment market has experienced a very challenging two years.

More recent geopolitical uncertainty has pushed out expectations of a

near-term market recovery. Operating in this environment has proved

challenging. As a result, Wilson has seen significant pressure on its top

line and overall profitability. Whilst it continues to generate new wins,

it has undertaken a number of operational initiatives and efficiencies

to ensure the business is well positioned to ramp up quickly when the

wider market rebounds. We have reflected the challenges Wilson has

experienced through our valuation, resulting in a total unrealised value

reduction of £88 million for FY2025. During the year, arrivia and

Redweek legally separated, and we retained our stake in Redweek.

arrivia is no longer part of the 3i portfolio.

Overall, 97% of the portfolio by value grew LTM adjusted earnings

in the year (31 March 2024: 93%). Chart 2 on page 33 shows the

earnings growth of our top 20 Private Equity investments.

Excluding Action, the Private Equity portfolio valued on an earnings

basis generated £642 million ( 2024: £689 million) of value growth from

performance increases, offsetting £138 million of performance

decreases (2024: £368 million).

Table 2: Unrealised profits on the revaluation of Private Equity investments1 in the year to 31 March

	2025 £m	2024 £m
Earnings based valuations
Action performance	4,324	3,609
Performance increases (excluding Action)	642	689
Performance decreases (excluding Action)	(138)	(368)
Multiple increases	30	68
Multiple decreases	(30)	(107)
Other bases
Discounted cash flow	(19)	(13)
Other movements on unquoted investments2	–	46
Quoted portfolio	(6)	(50)
Total	4,803	3,874

1 Further information on our valuation methodology, including definitions and rationale, is included in the Portfolio valuation – an explanation section.

2 Includes value movements for ten23 valued on the Sum of the parts basis.

3i Group plc | Annual report and accounts 2025 33

Business review

Private Equity continued

Leverage

Our Private Equity portfolio is funded with all-senior debt structures,

with long-dated maturity profiles. As at 31 March 2025, 91% of

portfolio company debt was repayable from 2028 to 2032 .

Average leverage across the portfolio was 2.9 x (31 March 2024: 2.7 x).

Excluding Action, leverage across the portfolio was 3.5x

(31 March 2024: 3.9x).

Chart 3 shows the ratio of net debt to adjusted earnings

by portfolio value.

Multiple movements

When selecting multiples to value our portfolio companies, we take

a long-term, through-the-cycle approach and consider a number of

factors including recent performance, outlook and bolt-on activity,

comparable recent market transactions and exit plans, and the

performance of quoted comparable companies. At each reporting

date, our valuation multiples are considered as part of a robust

valuation process, which includes independent challenge throughout,

including from our external auditor, culminating in the quarterly

Valuations Committee of the Board.

Global markets saw a strong rally in 2024, as inflation stabilised and

central banks began easing interest rates. However, the start of 2025

has been marked by increased volatility, driven by geopolitical

uncertainty and shifting trade policies.

Against this backdrop, we have remained cautious in considering the

valuation multiples we use for our portfolio companies. We increased

the multiple for two of our portfolio companies in the year to reflect

their performance against their respective investment cases and

adjusted four multiples downwards, largely to reflect trading and the

dynamics of their respective end-markets. In total, we recognised a

net nil unrealised value movement from multiple movements in the year

(March 2024: £39 million loss). At 31 March 2025, our current weighted

average post-discount multiple (excluding Action) was 13.4x (31

March 2024: 13.0x).

We have made no changes to our approach to the valuation of Action.

Action’s performance and KPIs continue to compare favourably to its

peer group’s, which consists of North American and European value-

for-money retailers. This supports our post-discount valuation multiple

of 18.5x, which is unchanged from the prior year. We take comfort from

the fact that Action’s continued growth meant that its valuation at 31

March 2024 translated to only 14.7x (post-discount) the run-rate EBITDA

achieved one year later. Based on the valuation at 31 March 2025, a 1.0x

movement in Action’s post-discount multiple would increase or

decrease the valuation of 3i’s investment by £1,129 million.

Chart 2: Portfolio earnings growth of the top 20

Private Equity1 investments

3i value at 31 March 2025 (£m)

	2	9	2	3	4
	<0%	0-9%	10-19%	20-29%	≥30%
	Number of companies
1 Includes top 20 Private Equity companies by value excluding ten23 health. This represents 97% of the Private Equity portfolio by value ( 31 March 2024 : 96% ). Last 12 months’ adjusted earnings to 31 December 2024 and Action based on LTM run-rate earnings to the end of P3 2025.

Chart 3: Ratio of net debt to adjusted earnings1

3i value at 31 March 2025 (£m)

1		3		6		5		1		3		2
< 1x		1-2x		2-3x		3-4x		4-5x		5-6x		>6x
		Number of companies
1 This represents 93% of the Private Equity portfolio by value (31 March 2024: 91% ). Quoted holdings, ten23 health and companies with net cash are excluded from the calculation. Net debt and adjusted earnings at 31 December 2024 and Action based on LTM run-rate earnings to the end of P3 2025 .

3i Group plc | Annual report and accounts 2025 34

Business review

Private Equity continued

Quoted portfolio

Basic-Fit is the only quoted investment in our Private Equity portfolio.

In 2024 , Basic-Fit’s memberships increased by 12% year-on-year and

it added 173 clubs to its network.

Our remaining 5.7% stake in Basic-Fit was valued at £ 60 million at

31 March 2025 (31 March 2024 : £ 67 million), f ollowing an 8.8%

decrease in its share price to €18.86 (31 March 2024: €20.68).

Sum of the parts

At 31 March 2025, ten23 health was valued on a sum of the parts

basis, using a discounted cash flow (“DCF”) methodology for its

operating lines. We continued to invest in the platform during the

year and the business is making good progress across each of its

operating lines.

Assets under management

The assets under management of the Private Equity portfolio,

including third-party capital, increased to £31.9 billion ( 31 March

2024: £27.5 billion), primarily due to unrealised value movements in

the year.

Table 3: Private Equity assets by sector as at 31 March 2025

Sector	Number of companies	3i carrying value 2025 £m
Action (Consumer)	1	17,831
Consumer & Private Label	12	2,498
Healthcare	4	1,361
Industrial	5	915
Services & Software	14	953
Total	36	23,558

3i Group plc | Annual report and accounts 2025 35

Business review

Infrastructure

At a glance

Gross investment return

£ 52m

or 3%

( 2024: £ 99 m or 7 %)

AUM

£ 6.3 bn

(2024 : £ 6.7 bn)

Cash income

£ 106 m

( 2024: £ 113 m)

We manage funds investing principally 

in mid-market economic infrastructure in

Europe and North America. Infrastructure

is a defensive asset class that provides

a good source of income and fund

management fees for the Group as well

as long-term capital gains.

Our Infrastructure portfolio generated a GIR of £ 52 million, or 3%

on the opening portfolio value ( 2024 : £ 99 million, 7%). This

performance was principally driven by a good level of dividend and

interest income alongside value growth from our infrastructure funds,

which more than offset the subdued share price performance of our

quoted stake in 3iN.

3iN's underlying portfolio continues to deliver good performance,

and 3iN completed a significant realisation in the year, achieving

an impressive money multiple of 3.6x, reaffirming the strong market

demand for high-quality infrastructure assets. In addition, 3iN

successfully executed two significant refinancings which returned

cash proceeds and completed two strategic further investments

and a syndication within its portfolio companies.

Our North American Infrastructure Fund (“NAIF”) continued to

advance its buy-and-build strategy, with two portfolio companies

completing three acquisitions, further enhancing their growth

trajectory and operational scale.

Table 4: Gross investment return

for the year to 31 March

Investment basis	2025 £m	2024 £m
Realised profits / (losses) over value on the disposal of investments	1	(4)
Unrealised profits on the revaluation of investments	17	72
Dividends	37	35
Interest income from investment portfolio	12	11
Fees payable	(4)	(6)
Foreign exchange on investments	(11)	(9)
Gross investment return	52	99
Gross investment return as a % of opening portfolio value	3%	7%

3i Group plc | Annual report and accounts 2025 36

Business review

Infrastructure continued

Fund management

3iN

3iN generated a total return on opening NAV of 10.1% for the year

to 31 March 2025, ahead of its total return target of 8% to 10%

per annum, and delivered its dividend target of 12.65 pence

per share, a 6.3% increase on last year.

This result was driven by good performance and momentum across

the majority of 3iN’s portfolio companies, as the portfolio continues

to benefit from long-term growth drivers.

TCR saw further strong performance in 2024, with higher rental

Regional Rail acquired

Cincinnati Eastern Railroad

in July 2024, adding 70 miles

of track in Ohio.

The railroad provides freight hauling and storage

services to customers across a variety of end

markets, including aggregates, food & agriculture,

and paper products, and is poised to benefit from

continued industrial development in the region.

The acquisition further expands Regional Rail’s

Midwest US presence and diversifies its customer

and commodity exposures. Regional Rail has grown

from three railroads in the Northeast US to 16

operations across North America.

Case study: Bolt-on acquisition

For more information

www.regional-rail.com

volumes across its ground support equipment. The business

increased its global footprint with 22 more airports and has significant

white space ahead of it. In February 2025, TCR closed a refinancing,

returning a £60 million distribution to 3iN.

Tampnet’s North Sea and Gulf of Mexico fibre operations performed

well. It continues to win new contracts, including the first fibre-backed

contract in the Mexican deepwater. Utilisation rates were good

across ESVAGT’s fleet of service operation vessels and the business is

well positioned in its sector and markets to capitalise on the positive

trajectory in the offshore wind market in Europe and more recently in

South Korea. Oystercatcher, the holding company for the stake in

Advario Singapore, successfully completed a debt raise in the year,

enabling a distribution to 3iN of £108 million.

DNS:NET is seeing improved performance in its fibre rollout, albeit

we remain cautious on the outlook for the sector. In January 2025,

3iN completed an investment of €24 million in the business to

continue to fund the fibre roll-out. Infinis delivered a strong result as

it saw higher than expected levels of exported power from its

captured landfill methane business. Other notable contributors

include Future Biogas and FLAG (formerly Global Cloud Xchange).

The portfolio has a small number of portfolio companies

experiencing softer trading. SRL experienced a downturn in activity

in 2024, as a result of reduced UK local authority capital expenditure.

Whilst the market remains challenging, the overall outlook into the

second half of 2025 is improving. Ionisos also performed below our

expectations, due to volume weakness in the German construction

industry.

In January 2025, 3iN completed the realisation of its 33% stake in

Valorem for net proceeds of €310 million, generating a 21% gross

annual IRR and a 3.6x gross money multiple. 3iN also completed

two transactions with Future Biogas; in August 2024, Future Biogas

acquired majority control in a portfolio of six anaerobic digestion

facilities for £68 million, of which £30 million was funded by 3iN. In

September 2024, 3iN syndicated 23% of its stake in Future Biogas

for proceeds of £30 million, at a 15% uplift to 31 March 2024 value.

As investment manager to 3iN, in FY2025, we recognised a

management and support services fee of £51 million (2024: £51

million) and a NAV-based performance fee of £29 million (2024: £41

million). This performance fee comprised a third of the potential

performance fee for each of FY2025, FY2024 and FY2023, after the

performance hurdle was met in each year.

3i Group plc | Annual report and accounts 2025 37

Business review

Infrastructure continued

North American Infrastructure Fund (“NAIF”)

The NAIF delivered resilient performance and saw a good level of

bolt-on activity in FY2025.

Regional Rail generated growth organically, by transporting

increased product volumes, and through continued bolt-on activity.

The acquisition of Cincinnati Eastern Railroad during the year added

70 miles of track in Ohio. Regional Rail also completed the buyout of

a minority stake in its Canadian rail operations. EC Waste performed

well across its transfer station and landfill segments. Amwaste saw

mixed trading in the year. The business completed two bolt-on

acquisitions including C&C Sanitation and Waste Away Environmental,

furthering both collection and post-collection services in Southeast

United States. In February 2025, the NAIF completed the sale of its

minority stake in Shared Tower.

Assets under management

Infrastructure AUM decreased to £6.3 billion (31 March 2024: £6.7

billion), reflecting the sale of our European Operational Projects Fund

capability in May 2024, and the decrease in the share price of 3iN.

This was partially offset by good performance across NAIF and 3i

Managed Infrastructure Acquisitions Fund (“3i MIA”). We generated

fee income of £61 million from our Infrastructure fund management

activities in the period (2024: £68 million).

3i’s proprietary capital infrastructure portfolio

The Group’s proprietary capital infrastructure portfolio consists

of its 29% quoted stake in 3iN, its investment in Smarte Carte

and direct stakes in other managed funds.

Quoted stake in 3iN

At 31 March 2025, our 29% stake in 3iN was valued at £856 million (31

March 2024: £879 million), as its share price decreased by 3% year on

year to 318 pence (31 March 2024: 327 pence). As a result, we

recognised an unrealised value loss of £23 million (2024: unrealised

profit of £38 million). This was offset by £33 million of dividend

income in FY2025 (2024: £31 million).

North American Infrastructure proprietary capital

Smarte Carte delivered strong performance in 2024, supported by

steady US domestic and international passenger traffic. Its carts

business outperformed the prior year, driven by the successful

execution of a new long-term contract at London’s Heathrow Airport

and continued benefits from improved pricing economics that

Smarte Carte shares with its airport partners. Additionally, Smarte

Carte made significant progress in expanding its international

footprint and advancing various business development initiatives.

This includes the successful rollout of 450 new United States Postal

Service lockers and securing several ancillary service wins across its

international locations.

At 31 March 2025, Smarte Carte was valued at £308 million on a DCF

basis (31 March 2024: £306 million). We also received cash interest

income of £6 million in the year from the business.

Table 5: Assets under management as at 31 March 2025

Fund/strategy	Close date	Fund size	3i commitment/ share	Remaining 3i commitment	% invested2 at 31 March 2025	AUM3 £m	Fee income earned in 2025 £m
3iN1	Mar-07	n/a	£856m	n/a	n/a	2,933	51
3i MIA	Jun-17	£698m	£35m	£5m	87%	1,733	4
3i managed accounts	various	n/a	n/a	n/a	n/a	776	4
North American Infrastructure Fund	Dec-234	US$744m	US$300m	US$73m	77%	561	2
Smarte Carte	Nov-17	n/a	n/a	n/a	n/a	308	–
Total						6,311	61

1 AUM based on the share price at 31 March 2025.

2 % invested is the capital deployed into investments against the total Fund commitment.

3 We retained a proprietary stake in Alba EOPF (formerly 3i EOPF), following the sale of our operational projects infrastructure fund capability in May 2024. It has been excluded from the table above.

4 First close completed in March 2022. Final close completed in December 2023.

Table 6: Infrastructure portfolio movement for the year to 31 March 2025

Investment	Valuation	Opening value at 1 April 2024 £m	Investment £m	Disposals at opening book value £m	Unrealised profit/(loss) £m	Other movements 1 £m	Closing value at 31 March 2025 £m
3iN	Quoted	879	–	–	(23)	–	856
Smarte Carte	DCF	306	–	–	5	(3)	308
North American Infrastructure Fund2	DCF	199	3	(9)	18	(4)	207
3i MIA	Fund	71	–	–	17	–	88
Alba EOPF	Fund	33	1	–	–	(1)	33
Total		1,488	4	(9)	17	(8)	1,492

1 Other movements include foreign exchange.

2 Includes Regional Rail, EC Waste, Amwaste. Shared Tower was divested in the year.

3i Group plc | Annual report and accounts 2025 38

Business review

Scandlines

At a glance

Gross investment return

£46m

or 9%

(2024: £10m or 2%)

Dividend income

£22m

(2024: £25m)

We first invested in Scandlines in 2007,

increasing our stake in 2013, before

realising our holding in 2018, returning

£835 million of proceeds at a money

multiple of 7.7x. We subsequently

reinvested £529 million in a 35% stake in

Scandlines in 2018. Since our reinvestment,

Scandlines has returned total cash proceeds

of £232 million, 44% of our reinvestment,

and is held on a longer-term basis to

generate capital and income returns.

Performance

Scandlines performed resiliently in FY2025, generating a GIR of

£ 46  million, or  9% of opening portfolio value (2024: £ 10  million, 2% ).

Leisure revenues performed strongly, achieving record levels over

the peak summer period. Freight volumes were softer due to a weak

macro-economic environment in Germany and Scandinavia, whilst

reduced consumer purchasing power in Sweden negatively impacted

one-day shopping volumes.

The business continues to be cash generative, resulting in the receipt

of £ 22 million of dividend income in FY2025 ( 2024: £ 25 million).

Scandlines is making good progress with its sustainability agenda.

For further details, see page 47.

We continue to value Scandlines on a DCF basis, with a value of

£529 million at 31 March 2025 (31 March 2024: £519 million).

Foreign exchange

We hedge the balance sheet value of our investment in Scandlines.

We recognised a £10 million loss on foreign exchange translation

(2024: loss of £15 million), offset by a £15 million fair value gain (2024:

gain of £20 million) from derivatives in our hedging programme.

Table 7: Gross investment return

for the year to 31 March

Investment basis	2025 £m	2024 £m
Unrealised profits/ (losses) on the revaluation of investments	19	(20)
Dividends	22	25
Foreign exchange on investments	(10)	(15)
Movement in fair value of derivatives	15	20
Gross investment return	46	10
Gross investment return as a % of opening portfolio value	9%	2%

3i Group plc | Annual report and accounts 2025 39

What’s in this section
A responsible approach	40
1. Invest responsibly	42
2. Recruit and develop a diverse pool of talent	52
3. Act as a good corporate citizen	56
Our TCFD disclosures	58

Sustainability

3i Group plc | Annual report and accounts 2025 40

Sustainability

A responsible approach

We aim to generate attractive returns

across the cycle by behaving responsibly

as an investor, an employer and a

corporate citizen.

We employed only 223 people at 31 March 2025, and therefore our

direct impact on the environment and other sustainability issues is

limited. With assets under management of £38.7 billion, our impact

on the environment and society is determined principally by our

portfolio. We have a long-term, responsible approach to investment

and aim to compound value through thoughtful origination,

disciplined investment and active portfolio management, considering

the consequences of our actions on stakeholders. This practice is built

on our values, strong governance and robust processes, both at 3i

itself and at its portfolio companies. This commitment has enabled

us to build trust with our shareholders, co-investors and portfolio

companies, and to recruit and develop employees who share

our values and ambitions.

Our reporting

We have chosen to report in accordance with the Global Reporting

Initiative (“GRI”) and Sustainability Accounting Standards Board

(“SASB”) standards. Please refer to our website for the GRI content

index and SASB disclosures. We also provide additional disclosures

across a number of areas in our data appendix and in the summaries

of relevant policies that are available on our website.

Governance and resources

The Board of Directors is responsible for the oversight of the Group’s

sustainability strategy, approach and policies, including the

Responsible Investment policy. It delegates day-to-day accountability

for sustainability to the executive management and, in particular, the

Chief Executive. The Chief Executive has established a number of

committees that support him in overseeing and monitoring policies

and procedures and that address issues if they arise. This includes a

Sustainability Committee, which assists and advises the Chief

Executive, directly and through the Investment and Group Risk

Committees, on relevant sustainability risks and matters, including

developing and proposing the Group’s approach to managing

sustainability. It also coordinates the Group’s various sustainability

activities, including the management of sustainability risks and

opportunities across the portfolio.

We have several dedicated sustainability professionals, both at

Group level, with a focus on the Group’s overall sustainability

strategy, objectives and reporting, and embedded within each of our

Private Equity and Infrastructure investment teams, with a focus on

the assessment and management of sustainability-related risks and

opportunities within existing and potential portfolio companies.

External benchmarking

We believe that it is important to evidence our commitment to

operating sustainably. We therefore provide a wealth of relevant

information to shareholders and other interested stakeholders.

We also engage with multiple rating providers that assess our

sustainability performance based on their own methodologies.

The summary of our ratings is available on our website.

We have been signatories of the UN Principles of Responsible

Investment since 2011.

Page 101

Governance framework

GRI, SASB, Data appendix and summaries of sustainability policies

www.3i.com/sustainability

Further information on external ratings

www.3i.com/sustainability

3i Group plc | Annual report and accounts 2025 41

Sustainability

A responsible approach continued

Our sustainability strategy is defined by three key priorities:

Pages 42-51

Pages 52-55

Pages 56-57

	1
		Invest responsibly	We give due consideration to the sustainability profile of portfolio companies before investing and throughout the holding period. We use our influence with our portfolio companies to ensure that they consider their environmental and social impacts and dependencies and, where relevant, devise strategies to address them.
	2
		Recruit and develop a diverse pool of talent	Recruiting, retaining and developing our talent is a priority. We value diversity and believe that a variety of perspectives enhances our decision making.
		3
	Act as a good corporate citizen		We embed responsible business practices throughout our organisation, by promoting our values and culture.

3i Group plc | Annual report and accounts 2025 42

Sustainability

1

Invest responsibly

We believe that a responsible

approach to investment aligns

with our values and supports the

delivery of attractive returns from

our portfolio over the long term.

We have majority or significant

minority holdings in our core

portfolio companies and are

represented on their boards.

We exercise our influence to

ensure that they consider their

material environmental and social

impacts and dependencies and,

where relevant, support them in

developing plans to mitigate

sustainability risks and invest in

value creation opportunities that

may arise.

Our investment approach is based on four pillars:

• Permanent capital and long-term stewardship

• Careful portfolio construction

• Active asset management

• Thematic origination

Page 14

The Sustainability Committee reviews how sustainability-related risks

and opportunities are assessed throughout our investment and

portfolio management activities and develops and recommends

changes to our processes and to our Responsible Investment (“RI”)

policy, to ensure that they remain aligned with emerging best

practice, evolving stakeholder expectations and recent and

upcoming sustainability regulations across our markets.

Our Responsible Investment policy

Our RI policy sets out the types of businesses in which 3i will not

invest, as well as minimum requirements in relation to sustainability

matters, which we look for new portfolio companies to either meet or

commit to meeting over a reasonable time period. We screen all

investments against the RI policy, irrespective of their country or

sector. We monitor compliance with, and progress towards meeting,

3i’s expectations on a regular basis.

3i’s expectations as set out in the RI policy are to invest in

businesses which are committed to:

Good governance

Implementing a strong corporate governance and risk management

culture and complying in form and substance with established best

practice in corporate governance, which is appropriate to the relative

size and complexity of the relevant business and the markets in which

it operates.

Business integrity

Upholding high standards of business integrity, avoiding corruption

in all its forms and complying with applicable anti-bribery, anti-fraud,

anti-money laundering and data protection laws and regulations.

The environment

A cautious and responsible approach to managing the environmental

aspects of their business operations (and those of their supply chain)

by making efficient use of natural resources and mitigating

environmental risks and damage.

Fair and safe working conditions

Respecting the human rights of their workers and of the people

working in their supply chain, maintaining safe and healthy working

conditions for their employees, contractors and the people working

in their supply chain, treating their employees fairly, upholding the

right to freedom of association and collective bargaining, treating

their customers fairly and respecting the health, safety and wellbeing

of those affected by their business activities.

Our RI policy is reviewed regularly to ensure that it is aligned with 3i’s

strategic priorities and industry standards.

A summary of our Responsible Investment policy

www.3i.com/sustainability/responsible-investment

3i Group plc | Annual report and accounts 2025 43

Sustainability

Invest responsibly continued

Assessment and management of sustainability factors in our investment and portfolio management processes

The active management of sustainability risks and opportunities is integral to our investment, portfolio management and value creation

processes. We embed an assessment of the long-term sustainability profile of existing and new investments in our processes. Once invested,

we support companies as they develop strategies and respond to stakeholder expectations and we gather data to measure progress against

sustainability objectives. This enables us to prepare companies ahead of any exit opportunity.

Pre-investment

During investment period

Exit

Assessment and action planning • Screen each opportunity against the requirements of the RI policy • Identify and assess the most material sustainability factors relevant to each investment opportunity • Commission specialist or technical due diligence on sustainability matters where appropriate • Ensure sustainability considerations are reflected in Investment Committee materials • Integrate key actions into the post-investment value creation plan

Use of influence and engagement • Establish robust governance and procedures within portfolio companies to ensure sustainability risks and opportunities are assessed and managed appropriately • Use board participation and influence to ensure companies address relevant sustainability risks • Provide a clear framework to guide companies as they mature and encourage year-on-year progress • Leverage the 3i network and broader portfolio to facilitate introductions, share advisers’ contacts and promote best practice • Engage with companies as they develop sustainability strategies, supporting the implementation and delivery of related projects

Data collection and monitoring • Collect sustainability data from portfolio companies annually to establish baselines and track progress over time • Conduct detailed quantitative and qualitative sustainability assessments annually as part of the portfolio company review process • Benchmark portfolio company performance in the context of the broader 3i portfolio • Ensure sustainability is a standing agenda item in portfolio company review meetings, involving investment teams, Investment Committee members and 3i Board members • Set and monitor progress against portfolio-wide sustainability objectives, aligned with the minimum requirements outlined in the RI policy

Preparation and communication • Anticipate and prepare the data collection, reporting and governance structures needed ahead of potential exit • Collaborate with advisers to ensure relevant sustainability information is clearly and effectively communicated to prospective buyers

Objectives

The Investment Committee may decline opportunities where the pre-investment sustainability assessment highlights red flags that cannot be remedied post investment. Where appropriate, further specialist due diligence may be commissioned to evaluate whether specific issues can be resolved.

We use our influence to manage risk and ensure that value creation opportunities linked to sustainability are identified and captured.

We use data to strengthen our understanding and management of sustainability matters, to support decision making, identify key trends and opportunities across the portfolio and enable benchmarking. Data also helps us to comply with our reporting obligations.

Strong sustainability performance and management can protect and potentially enhance the value achieved in an exit.

In FY2025, we formalised and standardised our sustainability due diligence framework to ensure our approach is applied consistently for each

new investment across business lines. This adaptable framework incorporates key sustainability topics aligned with 3i’s strategic priorities,

aiming to assess a company’s sustainability maturity at the point of investment. This assessment helps to identify key expectations, risks and

value creation opportunities, informing investment team decisions and supporting the development of targeted post-investment action plans.

Following a comprehensive climate change scenario analysis conducted in FY2024, in FY2025 we implemented some changes to strengthen

our climate risk approach by embedding physical and transition risk considerations into our due diligence framework. To support the

consistent assessment and ongoing monitoring of climate-related risk and opportunities, we have now procured a specialist climate risk

assessment software tool. During FY2025, we also advanced our understanding of key nature impacts and dependencies within our portfolio

through a high-level assessment using open-source tools, identifying key nature hot spots that we would like to focus on in the future.

Building on the roll-out of our portfolio sustainability data collection tool in FY2024, we refined our annual sustainability assessment

questionnaire to reflect evolving stakeholder expectations and 3i’s strategic focus areas. For the first time, we produced individual benchmark

reports for each portfolio company, offering comparative insights across the portfolio and practical actions to enhance sustainability maturity.

We continued to offer training to our 3i staff, including our investment executives, on sustainability topics relevant to our portfolio and their

roles as directors on portfolio company boards. In FY2025, we also provided dedicated training to employees and Board members on the

science-based targets set by 3i and their implications for the portfolio.

Pages 58-68

TCFD disclosures and climate change scenario analysis

3i Group plc | Annual report and accounts 2025 44

Sustainability

Invest responsibly continued

Proactive engagement with our portfolio

Once invested, we use our influence to ensure that portfolio

companies monitor sustainability factors and develop a

proportionate sustainability strategy over the course of our ownership

period. This involves taking actions, including:

• establishing board or management-level responsibility for

sustainability, supported by appropriate resourcing;

• identifying and assessing material sustainability issues and devising

strategies to address them;

• measuring their carbon footprint, setting science-based targets or

appropriate decarbonisation plans, and demonstrating progress

within a reasonable timeframe;

• establishing relevant and proportionate governance, sustainability-

related policies and procedures, and reporting;

• preparing for and responding to evolving regulatory requirements;

and

• considering stakeholders in their management of sustainability

issues and communicating transparently.

We leverage our knowledge and expertise across our portfolio and

facilitate the sharing of best practice, either through introductions to

other companies or trusted advisers, or through forums on common

themes which have historically included plastics, carbon and

information security and digital innovation.

In FY2024, we strengthened knowledge sharing across our portfolio

companies through our inaugural sustainability forum in Amsterdam,

welcoming sustainability representatives from 30 of our Private Equity

and Infrastructure portfolio companies. We are now organising a

follow-up forum which will take place in June 2025.

Our activities involve both portfolio-wide engagement on topics that

are material across the portfolio and to 3i as the investment manager,

as well as one-on-one interactions with portfolio companies on topics

that are material to them given their specific circumstances and level

of sustainability maturity.

In FY2025, we focused our portfolio-wide engagement on a number

of ongoing and emerging sustainability issues affecting our portfolio,

including climate change, human rights across the value chain and

upcoming sustainability regulations, such as the EU’s Corporate

Sustainability Reporting Directive.

On pages 45 to 48 we highlight a few examples of our engagement

and the progress achieved by our portfolio companies on these

topics. Additionally, we provide an update on some of Action’s

material sustainability topics on pages 50 and 51.

79%

of portfolio companies with board

or management team-specific

responsibility for sustainability

management and compliance 1

(FY2024: 69%)

54%

of portfolio companies publish

sustainability reports 1

(FY2024: 46%)

100%

of portfolio companies report

carbon emissions to 3i 1

(FY2024: 97%)

1 Excluding PPP project investments and some legacy minority and other

minority investments where we have limited influence.

3i Group plc | Annual report and accounts 2025 45

Sustainability

Our sustainability focus areas for FY2025

Human rights

Upholding human rights across the

value chain is a key aspect of responsible

business and a priority for 3i as a

responsible investor.

While our core investment markets in Europe and North America are

generally considered to carry a lower risk of human rights violations,

we recognise that many of our portfolio companies operate in or

source from higher-risk geographies or sectors. As regulatory

expectations evolve and consumer scrutiny increases, we are

committed to supporting our portfolio companies in developing

robust processes to identify, manage and remediate potential human

rights issues.

To support this objective, in FY2025 we launched a proprietary

human rights framework, developed in collaboration with external

specialists. The framework provides a structured, practical approach

to 3i and our portfolio companies for identifying and assessing

human rights risks across direct operations and supply chains. It is

designed to be adaptable to businesses of different sizes and levels

of maturity, and guides companies towards proportionate, risk-based

actions. The framework aims to enhance regulatory readiness,

strengthen supply chain resilience, and enable portfolio companies

to meet growing stakeholder expectations.

Health and safety

The health and safety of portfolio companies’ employees, as well as

that of others impacted by our portfolio companies, is a key priority

for 3i, particularly for our Infrastructure portfolio, where the nature of

operations typically leads to heightened risks in this area.

In the Infrastructure portfolio, each portfolio company board is

responsible for overseeing health and safety. Incidents are reported

and discussed during board meetings, while serious incidents are

immediately escalated to 3i, with updates monitored as needed.

We encourage companies to set leading and lagging health and

safety indicator targets and monitor performance monthly. Annual

metrics are captured through our annual sustainability assessment.

Where results indicate a negative trend, the issue is followed up with

the management team.

In addition to reporting, and to support 3i’s team to be effective

directors on the boards of portfolio companies, training was provided

to the team focused on mitigating the risk of serious incidents.

In December 2024, the Infrastructure team participated in immersive,

in-person training, which included a practical workshop on safety

leadership, with a particular emphasis on effective communication.

Following the training, new internal processes were introduced to

ensure the effective sharing of lessons learned, promoting

continuous improvement across 3i’s Infrastructure team.

MPM is an international leader in branded,

premium natural pet food, headquartered

in the UK.

The company partners with a small number of long-term

manufacturing suppliers, many of which have worked with MPM for

over 16 years. These long-term relationships underpin strong

understanding and oversight across the supply chain.

MPM has built its supply chain processes around quality, transparency

and resilience. All raw materials can be traced to source within four

hours, and dual sourcing is in place for all products to mitigate

potential risks. Product safety and quality are key priorities, with clear

supplier standards and regular audits performed.

In 2022, MPM formally integrated sustainability expectations into its

supplier requirements. Its Sustainable Procurement Policy outlines

criteria for supplier selection and evaluation, covering environmental

and social considerations. These are monitored through bi-annual

reviews, supplier self-assessments and additional specific

sustainability questionnaires. All suppliers commit to a four-year

agreement that includes adherence to MPM’s Supplier Code of

Conduct, with defined expectations around sourcing, subcontracting,

certification and human rights.

To strengthen this further, MPM launched a dedicated human rights

workstream in 2024. Supported by a specialist third party, the business

undertook a Human Rights Due Diligence Assessment across its

supply chain. This included a risk assessment, a diagnostic of current

practices and a review of existing supplier relationships. The process

also helped build internal capability by equipping key staff with

knowledge of best-practice ways to identify and manage risks as

the business grows.

Looking ahead, MPM has established a human rights and

environmental due diligence policy, is developing a proprietary

supplier scorecard across environmental and social areas, and will

roll out targeted human rights training to a broader group of

employees in 2025.

Read more

www.mpmproducts.co.uk

3i Group plc | Annual report and accounts 2025 46

Sustainability

Invest responsibly continued

Climate change and

decarbonisation

The impact of climate change is a material

topic for 3i and many of our portfolio

companies. It has the potential to affect

long-term value through evolving

regulatory requirements, shifts in consumer

preferences and stakeholder expectations

to address carbon and broader

environmental footprints.

We recognise that understanding and managing climate-related risks

and opportunities is an important factor in preserving and enhancing

value across our portfolio. Despite the ongoing political differences

on the subject, and diverging regional approaches, most

decarbonisation targets in our markets remain in place. The UK

increased its decarbonisation targets in January 2025 and the EU has

referred to decarbonisation as a driver for future competitiveness.

We also believe that there is commercial momentum behind

decarbonisation strategies, and that the private sector will play a

central role in the transition to a low-carbon economy.

The approval of 3i Group’s science-based targets in 2024 reinforced

our commitment to reducing emissions in our own operations, while

also supporting portfolio companies to measure, manage and reduce

their emissions in line with climate science. This was a key focus area

in our portfolio engagement activities during FY2025, which led to

the validation of several of our portfolio companies’ science-based

targets during the year:

• Action, our largest portfolio company, set SBTi-validated near-term

emissions reduction targets in 2025. Further detail on these targets

and the progress achieved can be found on pages 50 and 51.

• Since its establishment in 2021, ten23 committed to reducing its

Scope 1 and 2 emissions by 50% by 2025 on a revenue intensity

basis. The company delivered a 57% reduction in Scope 1 and 2

emissions intensity in the three years to 2024 driven by the use of

100% renewable electricity and by energy efficiency improvements.

In October 2024, ten23’s near-term and net zero emissions

reduction targets received validation from the SBTi. The company

has now committed to reducing absolute Scope 1 and 2 emissions

by 42% by 2030 (from a 2023 baseline) and to achieving a 90%

reduction in Scope 1, 2 and 3 emissions by 2050.

• Belfast City Airport set an SBTi-validated target, committing to

reduce its Scope 1 and 2 emissions by 42% by 2030 (from a 2022

baseline). Belfast City Airport has been working to reduce its GHG

emissions for a number of years, measuring and reporting its

carbon footprint since 2017 and participating in the Airports

Council International’s Airport Carbon Accreditation programme

since 2019, with a current Level 3 ‘Optimisation’ accreditation.

In addition, Belfast City Airport is committed to measuring and

working to reduce Scope 3 emissions where possible.

3i Group plc | Annual report and accounts 2025 47

Sustainability

Invest responsibly continued

A number of companies had already set validated science-based

targets prior to FY2025, and are beginning to demonstrate

decarbonisation progress in line with these:

• BoConcept achieved a 52% reduction in Scope 1 emissions during

FY2023/24 by investing in a new central heating system and

phasing out the use of natural gas at its Ølgod manufacturing

facility. While its Scope 2 emissions increased due to the shift from

gas to electricity, the company has delivered a 32% reduction in

combined Scope 1 and 2 emissions since its baseline year,

FY2019/20, outperforming its initial SBTi target of a 25% reduction

by 2030. BoConcept is now in the process of completing a

comprehensive measurement of its Scope 3 emissions, covering

raw materials, suppliers, product use and end-of-life disposal.

• In 2024, Ionisos reduced its GHG emissions in line with its science-

based target, in spite of increased activity at two new plants. These

reductions were achieved through the procurement of renewable

electricity and improved monitoring processes, which led to a

decrease in greenhouse gas leakage during operations.

The remainder of our portfolio is at varying stages of decarbonisation

maturity. Our overall portfolio position is summarised using the

Private Markets Decarbonisation Roadmap (“PMDR”), set out

on page 66 as part of our TCFD disclosures.

Several of our portfolio companies are exploring ways to offer lower

climate impact products or services, or to support the

decarbonisation efforts of their customers:

• BoConcept has introduced lower-impact products into its range,

including traceable, chrome-free leather, recycled and certified

materials such as Forest Stewardship Council-certified wood and

EU Ecolabel and GreenGuard Gold fabrics, and has calculated

product-level carbon footprints for over 50% of its collection as part

of its Scope 3 emissions measurement.

• Scandlines has confirmed plans to convert two of its four passenger

vessels to plug-in hybrid ferries on the Puttgarden-Rødby route.

Once converted, 80% of the power needed for a crossing will be

provided by batteries charged in ports. This is a key milestone in

the delivery of Scandlines’ target of becoming operationally

emissions free on this route in 2030, and at a group level by 2040.

• In January 2025, TCR was selected to deliver the world’s first all-

electric pool of ground support equipment at JFK International

Airport’s new Terminal One, scheduled to open in 2026. In addition

to the environmental benefits, TCR will collaborate with local

communities and partners to deliver the project, fostering a diverse

workplace and creating around 50 local jobs, including roles for

electric ground support equipment maintenance technicians.

• Future Biogas announced the opening of the UK’s first

unsubsidised biomethane plant in February 2025. The plant will

supply 100 GWh of renewable energy annually to AstraZeneca UK.

This is equivalent to 20% of AstraZeneca’s total gas consumption,

displacing approximately 18,000 tCO2e per year. The plant will

provide clean biomethane for all of AstraZeneca’s R&D and

manufacturing in the UK, supporting the sustainable production

of medicines.

3i Group plc | Annual report and accounts 2025 48

Sustainability

Invest responsibly continued

Sustainability regulations

Many of our portfolio companies are

becoming subject to new and rapidly

evolving sustainability regulations.

These regimes increasingly cover sustainability matters, as well as

enhanced sustainability-related disclosures. We work closely with our

portfolio companies to help them stay abreast of relevant regulatory

developments, understand the potential implications for their

operations and financial planning, and ensure timely compliance.

Ahead of the publication of the EU Omnibus Simplification Package

in February 2025, a significant proportion of 3i portfolio companies

anticipated falling within the scope of the EU Corporate Sustainability

Reporting Directive (“CSRD”). As a result, a great deal of our

sustainability engagement in FY2025 focused on supporting

companies in preparing for compliance with this regulation

for the first time.

Following the publication of the EU Omnibus Simplification Package,

and in recognition of the onerous nature of the CSRD regulation, the

European Parliament has approved a two-year postponement of the

CSRD. This package may also result in the regulation applying to

fewer of our portfolio companies, although the full implications

remain subject to European legislative approval. In response,

companies are currently reviewing the most appropriate course

of action, taking into account their specific circumstances. For those

that remain in scope, the extended timeline provides headroom

to continue building readiness for this important regime.

In compliance with the regulation, over 50% of portfolio companies

subject to CSRD before the EU Omnibus Simplification Package

simplification have now completed a double materiality assessment

(“DMA”), with several using the process as an opportunity to engage

with a broad range of stakeholders, including customers, finance

providers and employees. Through our sustainability data collection

exercise, we were able to gain insights into the sustainability topics

most commonly identified as material through these assessments.

These included portfolio companies’ own workers as well as workers

in their value chain, climate change, pollution, business conduct,

and resource use and circular economy.

3i’s engagement on CSRD readiness has included:

• supporting companies with their DMAs and data gap analyses;

• assisting in the identification of appropriate reporting tools and

advisory support; and

• helping scope CSRD implementation projects.

In September 2024, we hosted our third portfolio-wide session

focused on CSRD readiness, supported by a specialist adviser.

During the session, portfolio companies Royal Sanders and

BoConcept shared first-hand experiences of undertaking DMAs,

while the adviser addressed common challenges and frequently

asked questions raised in advance. This webinar followed two earlier

forums held on this topic in 2023 and 2024, reflecting our ongoing

engagement and support on this key regulatory topic.

We also supported our portfolio companies on a case-by-case basis

for their specific regulatory requirements.

3i Group plc | Annual report and accounts 2025 49

Sustainability

Invest responsibly continued

Sustainability risks in our portfolio

Through our pre-investment assessment and subsequent monitoring and engagement, we have identified a number of key sustainability risks

that our portfolio companies are exposed to. These, together with applicable mitigating actions, are summarised in the table below.

Key risk		Mitigation
Climate change Risk of financial or operational losses due to the physical impacts of climate change or to the transition to a low-carbon economy		Climate-related risks and mitigation strategies are addressed in our report on portfolio company engagement activities (pages 46-47) and detailed further in our TCFD disclosures (pages 58-68).
Human rights Risk of adverse human rights impacts arising from the actions or operations of portfolio companies or their supply chain		3i’s approach to human rights, set out in our RI policy, includes a commitment not to invest in businesses which we consider unethical, including those that do not respect workers’ rights. Examples of engagement and mitigation activities are described on page 45.
Occupational health and safety Risk of injury or harm to employees and contractors due to inadequate health and safety practices		The safety and wellbeing of employees across the portfolio is a priority. We monitor health and safety data through our sustainability assessments and incidents are recorded on our central risk register. We support companies in maintaining robust policies and procedures, and in setting up clear board-level oversight, appropriate incident management and adequate resourcing for to this area. Examples of engagement and mitigation activities are described on page 45.
Environmental and social regulation Risk that evolving sustainability-related regulations or sudden directional changes could impact the operational or financial performance of portfolio companies		We ensure that portfolio companies stay informed about relevant regulatory developments, assess potential impacts, and prepare for compliance. Examples of engagements activities are described on page 48.
Cyber security Risk of disruption, data loss or financial impact from cyber attacks or data breaches		We consider cyber resilience as a key component of good corporate governance for our portfolio companies. We conduct an annual assessment of portfolio company cyber maturity which identifies appropriate remediation actions, and discuss the findings with management teams. We encourage the sharing of best practice between portfolio companies and held a CTO forum for portfolio companies in FY2025. More information on how we manage portfolio cyber risks can be found in the Risk section, on page 93.
Fraud Risk of financial loss due to fraudulent activity by internal or external actors		Fraud risk is monitored through our investment and portfolio management processes. We seek to ensure that portfolio companies have adequate governance structures and resources to manage this risk. Fraud incidents are logged and shared among investment teams.
Sanctions Risk of legal or reputational harm arising from violations of economic sanctions imposed by international bodies or individual countries		3i’s policy is to comply with all applicable UK and international sanctions, both directly and in relation to its investment activities. Adherence to our sanctions policy is monitored by the compliance team.
Changing consumer preferences Risk that companies may lose relevance if they fail to adapt to evolving expectations from consumers		We encourage portfolio companies to understand their material environmental and social impacts and respond to shifting market developments and customer or consumer preferences, by adapting their commercial offering to meet stakeholder expectations.

3i Group plc | Annual report and accounts 2025 50

Sustainability

Invest responsibly continued

Action’s sustainability progress

Absolute reduction

of Scope 1 and 2 CO 2e

emissions vs 2021

51%

Action believes that it is possible to continue to offer its assortment

at the lowest price, while continuing to invest in the quality and

sustainability of its products. Its comprehensive Action Sustainability

Programme is structured around four pillars: people, planet, product

and partnership. It sets out Action’s ambitions on the development of

its people, on climate, on the sustainability and quality of its products,

on ensuring minimum social and environmental standards in its supply

chain and on community partnerships.

Since we became a long-term shareholder in

Action in 2011, we have supported it as it has

developed its sustainability strategy. Action

performed its first double materiality assessment

in 2023 and updated it in 2024, identifying eight

material sustainability topics. We will cover

progress on two of these in this section. Please

refer to the Action Update 2024, linked below, for

more detail on these and other material topics.

Progress on material topic:

energy and emissions

Since establishing its emissions baseline in 2021,

Action has focused on opportunities to reduce its

operational footprint, while delivering strong

growth in its network of stores and distribution

centres. A key milestone was achieved in February

2025, when the SBTi validated Action’s near-term

emissions reduction targets for Scopes 1-3.

Action has committed to reducing Scope 1 and 2

emissions by 60% by 2030, from its 2021 baseline

year. To date, the company has already achieved

a significant proportion of this target, whilst

opening 935 new stores in the same period, with

a 51% reduction delivered through disconnecting

all stores from gas (excluding 67 stores that use

externally provided heating), transitioning to 90%

renewable electricity across sites, adopting energy

efficiency measures such as LED lighting and

smart meters, and installing solar panels at seven

out of its 15 distribution centres. In 2024, Action

also switched to renewable diesel (HVO 100) for

its owned trucks. Going forward, all new

distribution centres will be gas-free and built

with the ambition of achieving the “outstanding”

BREEAM certification. On the back of strong

performance to date, in 2025 Action will formally

increase its ambition for Scope 1 and 2 emissions

reduction from 60% to 75% by 2030. The company

is on track to meet this ambitious target, taking

into account the planned increase in the number

of Action stores and distribution centres in the

coming years.

The company calculated its Scope 3 emissions

for the first time in 2023, illustrating that these

emissions account for most of Action’s total

carbon footprint (99.8% for 2024). To address this,

Action has committed to ensure that suppliers

responsible for 80% of its emissions set their own

science-based emission targets by 2029. To make

progress towards this target, Action will launch

an engagement programme for supplier in 2025,

providing support where needed, with an initial

focus on suppliers with the highest emissions.

Action has also put in place agreements with its

most significant ocean freight carriers to use eco-

fuels for shipments from Asia to Europe. In 2024,

these eco-fuels reduced emissions by 42,495

tonnes of CO2e.

Progress on material topic:

responsible sourcing

Action takes responsibility for ensuring that workers

in its supply chain have a safe working environment

where their human rights are respected, and

suppliers are required to acknowledge Action’s

Ethical Sourcing Policy, which sets out minimum

standards in areas such as forced labour, health

and safety, pay and working rights.

Action is committed to full value chain transparency

by 2030, to meet its objective of knowing where its

products are manufactured and by whom. The

company’s current priority is to achieve 100%

transparency for all final producers of products

excluding A-brands in 2025 (99% of private label

achieved in 2024), and aims to extend this to all

white-label products by the end of 2025.

Action requires all its suppliers sourcing from one

or more risk countries to be members of amfori

BSCI (Business Social Compliance Initiative) in

order to demonstrate their commitment to social

compliance and transparency in value chains.

Additionally, all factories in high-risk countries

are required to have a valid social compliance

audit report.

Action has an ongoing programme of supplier

assessments, including full and repeat audits,

as well as spot checks. It also provides the ‘speak

for change’ whistleblowing programme, which

resulted in the uncovering of a number of

violations in the year, most of which were fully

remedied, with the remainder in the course of

resolution.

Pages 20-23 Action Action Update 2024 www.action.com

3i Group plc | Annual report and accounts 2025 51

Sustainability

Invest responsibly continued

Sustainably sourced cotton, timber and cocoa 1 100%		Factories in risk countries covered by assessments 95%
1 Excluding A-brands.

3i Group plc | Annual report and accounts 2025 52

Sustainability

2

Recruit and

develop a diverse

pool of talent

Our people are our most valuable

asset. Recruiting, retaining and

developing talent is therefore

our priority.

Our recruitment, promotion and

reward processes are based solely

on merit. As an equal opportunities

employer, we prohibit all forms of

discrimination.

We foster an open and non-

hierarchical culture and provide an

inclusive and supportive working

environment with opportunities for

training and career development.

We promote the physical and

mental well-being of our employees.

We value diversity and believe that

a variety of perspectives enhances

our decision making.

223	22
employees1 as at 31 March 2025	nationalities as at 31 March 2025

1 Global employee headcount.

Diversity, equity and inclusion strategy

and initiatives

We cultivate an inclusive environment for existing and prospective

employees, which respects, involves and leverages diverse talent for

greater organisational good. Our primary focus is to hire the best

people based on merit. Gender and ethnic diversity, as well as

diversity of thought, perspective and background are also important.

We have made reasonable progress in enhancing diversity within

our organisation across a number of senior investment and non-

investment roles. We aim to continue to improve diversity within

our ranks by considering diversity in all recruitment processes.

We do not have any formal diversity targets, as it is not feasible for

us to implement any in light of the small size of our organisation,

as well as our low turnover and recruitment volumes. We recognise,

therefore, that achieving better diversity for us will continue to be

an incremental journey over many years, and we aim to build

on our progress with a number of initiatives.

Our Diversity, Equity and Inclusion (“DE&I”) steering group, chaired

by our Chief Human Resources Officer and with members drawn

from across the organisation, continues its discussions on potential

initiatives to improve our performance in this area.

During the year, we started the third cohort of our Leading with

Impact Programme, through which we encourage leaders to reflect

on personal and group biases, with the objective of gaining insights

into how these influence their everyday behaviours and decision

making. To date, 22 senior team members have taken part in this

programme.

Our internal mentoring programme remains active and contributes

to our DE&I efforts, by ensuring that mentees receive personalised

guidance aligned with their individual needs and career aspirations.

Our mentors undergo training in bias awareness and inclusion,

building their DE&I knowledge, skills and confidence. This programme

is open to all employees across all geographies and levels of seniority

and supports our wider goal of creating a diverse pipeline of talent,

based on the principles of merit, fairness and equity.

We place great importance on diversity of thought and perspectives.

Recognising its significance, we have been evaluating our individual

and team dynamics to enhance effectiveness and foster inclusivity.

Having performed the Myers Briggs Type Indicator assessment

across the organisation in previous years, we continue to run the

assessment sessions for new joiners. The assessment is one of the

most widely used tools for understanding normal personality

variations and a great instrument to help shape the professional

development of individuals and teams.

Our Equal Opportunities and Diversity and Global Recruitment

and Selection policies provide that all 3i employees, contract workers

and job applicants must be treated fairly and be offered equal

opportunity in selection, training, career development, promotion

and remuneration. These policies are available to all employees

through the internal employee portal. No incidents of discrimination

were reported in FY2025.

Read more

www.3i.com/sustainability/sustainability-policies

3i Group plc | Annual report and accounts 2025 53

Sustainability

Recruit and develop a diverse pool of talent continued

Gender diversity

We recognise the importance of achieving better gender diversity at 3i

and believe we are moving in the right direction over time, within the

constraints of a small organisation with modest staff turnover. Of the

18  new hires we made during the year, nine were female and nine

were male 1 .

As at 31 March 2025 , 3i’s total of 223 employees was broken down

as follows, based on biological sex 1 :

	Female	Male	Total
3i employees	88	135	223
Senior managers2	5	20	25

1 Note that we refer to “female” and “male” when discussing biological sex and to “women” and “men” when

discussing gender. The information of biological sex is gathered through employees’ legal documents shared

with us.

2 Senior managers include Simon Borrows, James Hatchley and Jasi Halai, our Chief Executive, Group Finance

Director and Chief Operating Officer, who are also Board members. This disclosure is based on the criteria set

out in Section 414C of the Companies Act 2006. This data is different to the data provided for the FTSE

Women’s Leader review which defines senior management as Executive Committee members and their direct

reports (excluding personal assistants and administrative staff). Using that definition, out of 58 senior

managers, 16 were female while 42 were male as at 31 October 2024.

Gender diversity has long been a challenge in the investment

industry. According to the BVCA and Level 20 Diversity & Inclusion

Report 2023, there have been positive developments, but progress

towards gender parity remains slow across the industry: women

made up 40% of the UK private equity and venture capital workforce

in 2022 (38% in 2021), but only 24% of UK investment team

professionals (20% in 2020). Slow progress towards gender parity has

been largely attributed to: (i) a narrow talent pool, as typical feeder

industries (such as investment banking, accounting and consulting)

remain male-dominated, particularly at more senior levels; (ii) other

pipeline issues related to gender imbalances in graduate talent with

finance, economics and STEM degrees; (iii) a perception of poor

work/life balance, both in the investment industry and feeder

industries; (iv) a lack of relevant role models; and (v) the perception

of a male-dominated culture.

Achieving better gender diversity in our industry will take many years

and will require action on multiple fronts, including early-stage

education and advocacy efforts in schools and universities, alongside

proactive measures by investment firms to enhance recruitment

practices, promote flexible working and improve parental support

policies. Our HR team periodically reviews our employment polices

to ensure they are competitive and compliant with local practices.

We continue our contribution to industry-wide work and advocacy

on gender parity through a number of industry associations and by

participating in forums and initiatives that promote the advancement

of women in the investment sector. 3i is a member of Level 20 in the

UK and part of Synergist Network, a US national network of women

in investing, focused on connecting women in the first decade of

their investing careers and providing them with the infrastructure

and network to support long-term success.

We have also signed up six employees to join this year’s “Executive

Leaders” and “Rising Leaders” Programmes with WeQual, a global,

peer-led community for large organisations seeking to support,

connect and develop their women leaders.

3i is an official sponsor

of Level 20

Level 20 is a not-for-profit organisation dedicated to

improving gender diversity in the European private equity

industry. It is sponsored by over 120 private equity firms.

Its ambition is for women to hold at least 20% of senior

positions in this industry. Level 20 works to empower women

who already work within the industry, encourage new talent

to join and provide leadership teams with insight and best

practice solutions to help them address current gender

imbalances within the industry and their firms. Its mission

and goal are underpinned by five key initiatives:

• Mentoring and development

• Advocacy and sponsor support

• Networking and development events

• Outreach and internships

• Research

Read more

www.level20.org

3i participates in the GAIN Empower

Investment Internship Programme

(in partnership with Level 20)

GAIN’s (Girls Are INvestors) mission is to empower and

educate the next generation of investment professionals

by providing a platform for learning, development and

networking. GAIN champions gender equality and strives

to equip young women and non-binary students with the

knowledge, skills and resources necessary to succeed in the

world of investment management. Through their events,

programmes and community, GAIN aims to foster a culture

of continuous learning, growth and innovation in the

investment industry. Among the initiatives managed by

GAIN is a summer GAIN empower investment internship

programme, open to women and non-binary students across

the UK, that gives the opportunity to learn about and gain

experience in investment management during a summer

internship. 3i was one of 99 firms participating in the 2024

summer internship programme, taking on three interns for

paid internships. We will renew our participation in the

scheme with two further interns joining 3i’s investment teams

for paid internships in the summer of 2025. In addition to the

internship programme, a number of our employees are

taking part in the GAIN one-to-one mentoring programme,

both as mentors and mentees.

Read more

www.gainuk.org

Read more

www.3i.com/sustainability/sustainability-policies

3i Group plc | Annual report and accounts 2025 54

Sustainability

Recruit and develop a diverse pool of talent continued

Ethnic diversity

We believe we have made some progress with the representation

of ethnic minorities through all ranks of the organisation, including

at Board level, where now two out of 10 directors are from an ethnic

minority background. We recognise, however, that there is more to do.

We publish some limited statistics on employee ethnic diversity,

in our data appendix, available on our website. This data is partial for

a number of reasons, including legal restrictions in certain countries

on the collection of this data and that where we have been able to

conduct staff surveys on a range of diversity factors (namely in our

UK and US offices) survey responses were voluntary, and a significant

proportion of employees declined to respond.

We are committed to advocating for better representation of ethnic

minorities in our industry and, since 2021, have been participating

in the 10,000 Black Interns programme (formerly #100BlackInterns)

organised by the 10,000 Interns Foundation.

3i participates in the 10,000 Black Interns

programme by the 10,000 Interns

Foundation

3i has partnered with the 10,000 Interns Foundation since

it first organised internships in the summer of 2021 to help

transform the horizons and prospects of young black people

in the UK. The 10,000 Black Interns programme began in

2020 with a focused ambition: to provide 100 aspiring Black

interns with valuable experience within the Investment

Management industry. The success of this initial effort

inspired a more ambitious vision – to create 10,000

internships across all industries throughout the UK by 2026.

The initiative has partnered up with firms across 35 sectors,

delivering internships across a range of business functions.

Since its launch, the programme has garnered great support

with approximately 1,000 companies offering internships to

black students in the UK, as a way of attracting a more

diverse range of talent to their sectors. We welcomed two

students for a paid internship in our investment teams in

the summer of 2023 and one in 2024. We look forward to

welcoming two students for a paid internship in 2025.

Read more

www.10000internsfoundation.com

Employee engagement

We encourage a collaborative culture, ensuring open communication

between employees and senior management. As a small

organisation, we operate a relatively flat structure with few

hierarchies, which facilitates direct interaction and accessibility.

In addition, our Executive Committee maintains an open-door policy,

encouraging dialogue at all levels. We welcome feedback from

employees to senior management through informal conversations

and more formal forums, including regular team meetings, as well as

through the annual appraisal process. Managers throughout 3i are

expected to keep their teams informed of developments and to

communicate financial results and other matters of interest.

Additionally, we organise regular conferences for our Private Equity,

Infrastructure, Professional Services and global support teams to review

progress against our strategy, align our goals and discuss future plans

in an open and relaxed setting with all employees involved.

The Board of Directors typically holds two of its meetings every year

in our international offices, of which one is in our Amsterdam office,

in recognition of the importance of our investment in Action. This

provides an opportunity for non-executive Directors to meet the local

teams, often in a more informal setting. In FY2025, the Board held

meetings in our Frankfurt and Amsterdam offices, as well as in

London. The non-executive Directors also have other opportunities

to engage with employees, for example by attending our semi-

annual portfolio company reviews. These important meetings provide

the non-executive Directors with an insight into how our investment

business operates and into our culture. Employees also enjoy this

opportunity to interact with the Board.

At 3i, we actively encourage and facilitate employee share ownership

through variable compensation and share investment plans. The

engagement and the sense of ownership we have fostered over

the years are reflected in low employee turnover rates.

	FY2025	FY2024	FY2023	FY2022	FY2021
Participation in UK SIP1	89%	90%	87%	89%	88%
Voluntary employee turnover rate (global)	7.6%	6.0%	9.5%	12.2%	7.3%

1Proportion of UK-based employees who subscribe to a Share Incentive Plan available to UK employees only.

Living wage

3i is an accredited London Living Wage Employer. This means that

every member of staff based in London, including contracted

maintenance and reception teams, earns at least a ‘living wage’

which is an hourly rate higher than the UK minimum wage and is

set independently, updated annually and based on the cost of

living in London.

Outside of London, our overseas offices tend to employ only

investment and professional services staff, as well as support staff,

who are remunerated above applicable minimum or living wage

requirements.

Human rights

Our policy is that we do not procure services from, nor invest in,

businesses which make use of slavery, servitude, human trafficking,

forced labour, exploitation, compulsory labour or harmful child labour.

3i Group plc | Annual report and accounts 2025 55

Sustainability

Recruit and develop a diverse pool of talent continued

These policies are consistent with internationally recognised human

rights principles such as the UN Global Compact. We comply fully

with applicable human rights legislation in the countries in which we

operate, for example covering areas including freedom of association

and the right to collective bargaining, equal remuneration and

protection against discrimination. We also encourage our business

partners and suppliers to adopt the same standards with respect to

human rights. Considering the nature of our business, our employees

are not unionised, nor do they engage in collective bargaining.

We published our statement on modern slavery for the financial year

ended 31 March 2024 on our website in September 2024 and will

update this statement in September 2025.

Learning and development

We can only achieve our strategic objectives if we continue to attract,

retain and develop capable people. We therefore provide our

employees with opportunities, experience and training to contribute

to the organisation’s success, realise their potential and develop their

knowledge and capabilities.

We encourage employees to take responsibility for their own

development by working with their line managers to devise personal

development plans that align with their individual aspirations and 3i’s

objectives. Given the specialised nature of many of the roles in 3i, an

emphasis is placed on work-based learning, with the provision of

development opportunities supported by targeted training and

mentoring. This is supplemented by formal courses conducted both

internally and externally and usually with a multinational group drawn

from across the countries in which 3i operates.

In FY2025, we provided formal specialist training on areas and skills

including presentation and communication skills, procurement and

maximisation of portfolio potential, GenAI and science-based

emissions reduction targets. We also offered executive coaching

for some employees. Our investment executives regularly receive

education on issues of wider topical interest and impact.

We also have comprehensive induction plans for all new joiners,

including sessions with different teams across the business to help

facilitate integration.

Our formal appraisal and objective-setting process, held annually for

each employee, is key to their personal development. During this

process, we measure each employee’s performance against their

agreed objectives and 3i’s values to inform decisions on

remuneration, training, career development and future progression.

We encourage employees to make use of an online facility to obtain

360-degree feedback as part of this process. During the year, we

updated our formal appraisal process with greater emphasis on self-

evaluation, to spark deeper discussion on personal performance and

development between employees and their line managers.

Employee wellbeing

We recognise the importance of supporting the wellbeing of our

employees by providing a healthy working environment and work/life

balance. All employees enjoy a broad range of formal benefits

aligned with local custom and practice and often enhanced relative

to the statutory minimum. Summaries of our employment and benefit

policies are available on our website.

Physical health

We promote the physical wellbeing of our employees. For example,

in the UK, we offer our employees annual medical and dental

insurance. All UK employees also qualify for annual health checks

and have access to a private Digital General Practitioner if they are

members of the UK private medical insurance.

3i continues to provide services with the aim to support employees

going through or approaching menopause. Our Menopause Policy

formalises the details of available support. Specifically, our UK-based

employees have access to a range of menopause services, including

access to Bupa’s Women’s Health Hub, a consultation and a follow-

up with a menopause-trained GP, personalised clinical advice

on managing symptoms and access to menopause-trained nurses

on a 24/7 basis through the Bupa Anytime Healthline for a period

of one year.

For a number of years, we have provided the services of a personal

fitness and nutrition adviser, bookable free of charge for one-on-one

fitness, nutrition and broader wellness advice sessions. Our adviser also

hosts twice-weekly fitness and Pilates classes which are complimentary

for employees and accessible across our office network via

videoconferencing. Recognising the unique needs of our female

employees, our adviser offers specialised sessions focused on exercise

and nutritional strategies to support them with their needs.

Following the move to new headquarters in London, 3i now offers

24/7 free gym access and subsidised food menu options chosen

by the nutrition adviser to its UK-based employees.

Mental health and employee assistance

We recognise the importance of mental wellbeing for our employees.

We maintain a pool of qualified ‘mental health first aiders’ who have

received dedicated training for a deeper knowledge, awareness and

confidence to support anyone who is experiencing poor mental

wellbeing or mental ill-health. Over the past five years, most

employees have participated in workshops facilitated by a specialist

mental health consultancy. These workshops offer a basic

understanding of mental health, strategies to develop and

strengthen it, and insights to recognise the early warning signs of

struggle. In addition, our employees have access to Headspace for

Work, the leading mindfulness-based mental health app offering

meditations and exercises for stress, focus, sleep, and movement.

All UK-based employees have access to an Employee Assistance

Programme that offers free, confidential telephone counselling on

a range of personal and work-related issues and problems, as well

as face-to-face counselling services. The service also provides legal

and financial advice, and other information and services, and is run

by Health Assured, an independent external service provider.

Employees who are members of the UK private medical insurance,

for which 3i covers premiums, have access to up to 10 sessions per

annum of psychological support, without a requirement for General

Practitioner referral.

Flexible working

Employees are provided with the tools to work remotely and can

apply to work flexibly to manage personal or family commitments,

as and when required. Flexible working options include remote

working, flexible hours and job sharing through part-time working.

3i Group plc | Annual report and accounts 2025 56

Sustainability

3

Act as a good

corporate citizen

We expect our employees to act

with integrity, accountability and a

strong sense of ownership. They are

encouraged to approach their roles

with ambition, rigour and energy.

We embed that culture in our

policies and processes.

Our values are:

• Ambition

• Accountability

• Integrity

• Rigour and energy

Read more

www.3i.com/about-us/our-values

Governance

Good corporate governance is fundamental to 3i and its activities

and is critical to the delivery of value to our stakeholders. The Board

approves corporate values and the Executive Committee sets the

tone and leads by example.

For full details of our governance structure and processes, please

see the Governance section of this report.

Standards of conduct and behaviour

We promote and enforce our standards of conduct and behaviour

through a comprehensive suite of policies and procedures which,

together with our compliance manual and our values, form our code

of conduct. Our policies and procedures are reviewed annually.

Our Internal Audit and Compliance teams perform regular reviews,

which include reviews of compliance with our established standards

of conduct and behaviour. Their findings are reported quarterly to

the Audit and Compliance Committee, which also carries out an

annual review of risk and internal control effectiveness, including

standards of conduct and policy compliance. The Board of 3i’s main

regulated entity, 3i Investments plc, which includes members of the

Executive Committee, also receives quarterly updates.

We evaluate our employees against our values as part of our annual

formal performance review process. In addition, all employees have

a mandatory conduct objective against which they are formally

assessed as part of their annual performance review.

Public policy

Although 3i does not participate directly in party political activity, it

may engage in policy debate on subjects of legitimate concern to 3i,

its staff and the communities in which it operates. We primarily do

this through industry representative bodies such as the British

Venture Capital Association and Invest Europe, where we might

contribute to the formulation of policy positions. Occasionally,

we may engage directly with government and regulatory bodies

on matters of particular and direct importance to 3i and its

businesses. Lobbying must only be undertaken with the prior

approval of the Executive Committee and in a manner that is

lawful and adheres to 3i’s values.

Compliance and policies

Our compliance manual includes policies on:

• Anti-bribery and corruption

• Hospitality, gifts and inducements

• Political donations

• Public policy and activity

• Data protection

Read more

www.3i.com/sustainability/sustainability-policies

3i Group plc | Annual report and accounts 2025 57

Sustainability

Act as a good corporate citizen continued

Transparency and openness

We believe that all employees and people connected with 3i deserve

fair treatment and respect for their fundamental rights and therefore

encourage everyone to speak up and report their concerns.

Where any employee discovers information which they believe shows

malpractice or wrongdoing within 3i, under most circumstances they

will raise concerns with their line manager, who will pass this

information to the appropriate Executive Committee member.

Should this route not be suitable, then the employee may approach

the Directors of Compliance or Internal Audit, or the General Counsel

and Company Secretary, who have been designated to provide

impartial advice on the appropriate course of action to follow.

Alternatively, all employees across all our office locations may express

and report their concerns on a completely confidential and

anonymous basis to an independent ‘hotline’ whistle-blowing service

provided by EthicsPoint, an independent, external party. Our policies

make clear that there should be no fear of reprisal or victimisation or

harassment for whistle blowing. There were no incidents of whistle

blowing in the year.

Environmental impact

With fewer than 230 employees globally, 3i has a relatively small

direct impact on the environment and other sustainability issues. Our

impact on the environment, society and communities is determined

largely by our portfolio. We have set near-term science-based targets

for the reduction of both our direct emissions and those associated

with our portfolio. We are committed to minimising our direct impact

on the environment through more efficient use of resources and

energy and to improving our environmental performance through

the reduction of emissions and waste wherever possible. We have

an Environmental Management System that is proportionate to the

operational size and environmental risk profile of our business. We

monitor our environmental performance on an annual basis through

a number of environmental metrics. Our GHG emissions and those

associated with our portfolio, as well as progress against our targets,

are reported in our TCFD disclosures.

We use the precautionary principle to manage environmental risk for

our business and our portfolio proactively.

Pages 80-84

Risk management

Pages 42-51

Invest responsibly

Pages 58-68

TCFD disclosures

Environmental information

www.3i.com/sustainability/corporate-citizenship/environment

Community

3i is keen to support charities which relieve poverty, promote

education and support elderly and disabled people.

The charities we partner with are supported on the basis of their

effectiveness and impact. Our charitable giving for the year to

31 March 2025 totalled £1.2 million. This included supporting our nine

charity partners, matching staff fundraising, making a number of

one-off donations and promoting the give-as-you-earn scheme

in the UK, which is administered by the Charities Aid Foundation,

and through which 3i matched c.£55,000 of employee donations.

Read more

www.3i.com/sustainability/corporate-citizenship/charitable-giving

3i Group plc | Annual report and accounts 2025 58

Sustainability

Our TCFD

disclosures

These disclosures reflect 3i’s

response to the TCFD

recommendations. They set out how

we incorporate climate-related risks

and opportunities for our business

and portfolio into our governance,

strategy and risk management.

They also include our direct GHG

emissions metrics, climate-related

metrics associated with our

portfolio, as well as emission

reduction targets for our operations

and our portfolio.

Regulatory background

3i Group plc is an Alternative Investment Fund managed by

3i Investments plc, a UK Alternative Investment Fund Manager.

3i Investments plc is a wholly-owned subsidiary of 3i Group plc.

This TCFD report is published in line with the requirements outlined

in the FCA’s Environmental, Social and Governance (“ESG”)

sourcebook. They require 3i Investments plc to disclose publicly

specific climate-related metrics and processes as part of a product

report for 3i Group plc based on the TCFD recommendations. These

disclosures also cover the Group’s, including 3i Investments plc’s,

overall approach to climate change in line with the TCFD

recommendations.

The diagram below shows the TCFD reporting requirements for the

entities described above.

				3i Investments plc (AIFM)
3i Infrastructure plc (AIF)							3i Group plc (AIF)				Other AIFs in scope of FCA TCFD reporting requirements

ò	Funds with public TCFD product reports
Å	Funds with on-demand TCFD product report
ò	AIFM with entity-level report

This TCFD report should be read in conjunction with the

3i Investments plc TCFD entity report, which is available on

3i’s website, and with the rest of this Annual report, which contains

other relevant information. Specific references are provided where

applicable.

Read more

www.3i.com/sustainability

Governance

TCFD recommendations

Disclose the organisation’s governance around climate-related

risks and opportunities:

• Describe the board’s oversight of climate-related risks and

opportunities

• Describe management’s role in assessing and managing

climate-related risks and opportunities

The management of climate-related risks and opportunities is integral

to our processes and operations, including our investment and

portfolio management activities, with oversight by the Board and

delegated authority to the Chief Executive. In determining 3i’s

strategy and approach to climate change, both the Board and the

Chief Executive, assisted by a number of committees, consider the

laws and regulations of the countries where 3i and its portfolio

companies operate, along with the perspectives of relevant

stakeholders, such as those identified on pages 110-113. The

governance structure is set out in the diagram on the next page.

3i Group plc | Annual report and accounts 2025 59

Sustainability

Our TCFD disclosures continued

Board of Directors
Chief Executive		Audit and Compliance Committee
	Sustainability Committee
Group Risk Committee
Investment Committee

ò	Oversight
ò	Implementation

Non-executive oversight

The Board as a whole is responsible for the approval of the Group’s

approach in relation to sustainability matters (including climate-related

matters) and has oversight of the Group’s sustainability strategy,

approach and policies, including our Responsible Investment policy.

It is assisted by the Audit and Compliance Committee in the review

and consideration of any disclosures related to sustainability matters,

including climate-related disclosures.

The Board and Audit and Compliance Committee receive regular

updates on sustainability matters and climate-related issues from the

Chief Executive and members of the Sustainability Committee as they

become relevant and material. In FY 2025, the main updates on

climate-related issues included:

May 2024		Review and approval of the FY2024 Annual report by the Audit and Compliance Committee , including the TCFD disclosures and other climate- and sustainability-related disclosures contained elsewhere in the report
June 2024		Update to the Board on the sustainability risk profile and progress of the portfolio, following presentations made to the Group Risk Committee by sustainability professionals within our investment teams on the results of the annual sustainability assessment of portfolio companies in March
September 2024		Update to the Board on Action’s progress on its sustainability agenda
November 2024		Update to the Board from the Chief Executive on a number of sustainability-related themes, including the development and setting of science-based targets, the second phase of our portfolio climate change scenario analysis, and the implementation of a portfolio sustainability data gathering tool
December 2024		Update during the Board Strategy Day on progress towards portfolio sustainability objectives and future trends in sustainability

Board skills and training

The Board received dedicated training on sustainability, including

climate change, over the past two years. This training has provided

the Directors with the tools necessary to improve their oversight of

the Group’s approach to climate change and the resulting impacts

on the portfolio and investment strategy, and to inform the Board’s

decision making.

During FY2025, some of the Directors attended a learning session on

3i’s science-based emissions reduction targets. The session explained

how and why we set the targets, the commitments involved in our

targets and our plans to achieve them.

Our Directors also regularly attend our semi-annual portfolio

company reviews, which include discussions of the material aspects

of portfolio companies’ climate strategy.

A number of our Directors have experience of assessing climate-

related factors and have received training on this topic through other

executive and non-executive roles.

Executive responsibility

Day-to-day accountability for sustainability, including climate-related

issues, rests with executive management and, in particular, the Chief

Executive. The Chief Executive is supported by a number of

committees in overseeing and monitoring policies and procedures

and addressing issues that arise. These include the Sustainability

Committee, Investment Committee and Group Risk Committee.

Sustainability Committee

The Sustainability Committee membership, shown in the diagram

below, is drawn from a range of investment and non-investment

functions across the Group. The Sustainability Committee also

benefits from input from relevant functional areas as required.

General Counsel and Company Secretary (Chair)
Central functions		Investment teams
	Group Finance Director			Sustainability Director, Private Equity
Chief Operating Officer		Sustainability Director, Infrastructure
Group Investor Relations and Sustainability Strategy Director
Group Treasurer

3i Group plc | Annual report and accounts 2025 60

Sustainability

Our TCFD disclosures continued

The Sustainability Committee focuses on three main areas:

• reporting to the Chief Executive (directly and through the Group

Risk Committee and Investment Committee) on relevant

sustainability matters, including climate-related risks and

opportunities, and developing and reviewing policies, processes

and strategies to manage sustainability risks and opportunities

for the Group and its investment activities;

• developing and recommending the Group’s sustainability

approach (including a climate strategy) to the Chief Executive

for review by the Board; and

• coordinating and facilitating sustainability-related activities

and initiatives across the Group.

The Committee considers relevant legal and regulatory requirements

and industry standards, as well as best market practice, and monitors

progress against its agenda.

The Sustainability Committee met formally five times in FY2025 and

held an additional informal meeting to discuss the outcomes of the

COPs on climate, biodiversity and desertification and the UN Plastics

Treaty talks. The Sustainability Committee’s activities and focus for

the year are described throughout this TCFD report.

Investment Committee

The role of the Investment Committee is described on page 82.

In performing its activities, the Investment Committee ensures that

material sustainability matters, including relevant climate-related risks

and opportunities, are properly identified, assessed and managed

in the course of our investment, divestment and portfolio

management activities.

The Investment Committee is chaired by our Chief Executive and

comprises individuals drawn from our central functions (including

the Group Finance Director and Chief Operating Officer), as well

as from our Private Equity and Infrastructure investment teams

(including the heads of Private Equity and Infrastructure and other

senior investment team members). It meets on an ad-hoc basis

to discuss potential new investments, divestments and significant

portfolio activity.

Group Risk Committee

The role of the Group Risk Committee (“GRC”) is described on

pages 82 and 83. As part of its responsibilities, it identifies the

principal risks and new and emerging risks, including climate-related

risks, facing 3i, as well as the associated mitigating actions and key

risk indicators. During the year, the GRC received semi-annual

updates on our sustainability approach and strategy from the

Sustainability Committee, as well as semi-annual updates on the

sustainability progress of the portfolio and associated risks and

opportunities, including climate-related matters.

This committee also maintains oversight of the Responsible

Investment policy and considers and recommends to the Board

for approval amendments to this policy as required, taking into

account legal, regulatory and market developments regarding

climate change.

The GRC, which meets four times a year, is chaired by the Chief

Executive, and also comprises the Group Finance Director, Chief

Operating Officer, the General Counsel and the Chief Human

Resources Officer, as well as the heads of our Private Equity and

Infrastructure businesses and a number of functional heads drawn from

across the organisation, including the Group Compliance, Internal

Audit and Investor Relations and Sustainability Strategy Directors.

Dedicated sustainability resource

We have dedicated sustainability resources embedded across

the organisation, including:

• a Sustainability Director and a Sustainability Senior Associate

in our Private Equity investment team;

• a Sustainability Director and a Sustainability Senior Associate

in our Infrastructure investment team; and

• a Sustainability Senior Manager in the Group Investor Relations

function to coordinate the Group’s work on sustainability and

implement Group-wide projects.

This resource is key in implementing the Sustainability Committee’s

many activities.

Participation in industry working groups

We are part of the Initiative Climat International (“iCI”), a global,

practitioner-led community of private markets investors that seek

to understand and manage climate-related risks better. As of

March 2025, the iCI had 290 members globally, representing more

than US$4 trillion in AUM. iCI members share a commitment to

reduce the carbon emissions of private companies and secure

sustainable investment performance by recognising and

incorporating the materiality of climate risk. We participate

in iCI’s Net Zero working group.

In March 2025, we signed up to the ESG Data Convergence Initiative

(“EDCI”) which facilitates the effective collection and reporting of

ESG data across the private equity industry and enables us to

benchmark our performance across a broad peer set.

As members of the BVCA, we contribute to the BVCA’s

engagements with relevant bodies on relevant sustainability topics,

including climate change.

Executive remuneration

The Executive Directors receive, in addition to their salary, an annual

bonus and long-term share incentive awards based on the

achievement of a number of performance conditions. For FY2025,

annual bonuses for executive management were awarded based

on a balanced scorecard of both financial and strategic measures

agreed by the Remuneration Committee of the Board, alongside

a consideration of the wider context of personal performance

(including values and behaviours), risk, market and other factors.

Among the strategic and qualitative measures included in the

balanced scorecard to determine the FY2025 annual bonus award,

up to 5% of the maximum annual bonus opportunity was tied to

progress against a number of sustainability targets. The

Remuneration report on pages 135 to 147 sets out the Remuneration

Committee’s assessment of the performance of the Executive

Directors against the scorecard’s sustainability objectives. This TCFD

report and the broader Sustainability section of this Annual report

describe the measures taken by the Group to make progress against

these objectives.

Pages 80-84

Risk management

Page 101

Governance framework

Pages 135-147

Directors’ Remuneration report

3i Group plc | Annual report and accounts 2025 61

Sustainability

Our TCFD disclosures continued

Strategy

TCFD recommendations

Disclose the actual and potential impacts of climate-related risks

and opportunities on the organisation’s businesses, strategy,

and financial planning where such information is material:

• Describe the climate-related risks and opportunities the

organisation has identified over the short, medium,

and long term

• Describe the impact of climate-related risks and

opportunities on the organisation’s businesses, strategy,

and financial planning

• Describe the resilience of the organisation’s strategy, taking

into consideration different climate-related scenarios,

including a 2°C or lower scenario

Our investment strategy is to make a small number of new

investments each year in our Private Equity and Infrastructure

businesses, selected within our target sectors and geographies on

the basis of their compatibility with our return objectives. We screen

investments against our Responsible Investment policy, which has

been in place for many years and is reviewed as appropriate, and

most recently in May 2025. We believe that the careful assessment

and management of sustainability factors, including climate-related

risks and opportunities, can be an important lever for value

preservation and, at times, for value creation in our portfolio.

We therefore integrate this assessment into our investment screening

and portfolio management processes and provide the necessary

training and guidance to our investment professionals. These

processes are described on pages 43 to 44 of this Annual report.

Resilience of our strategy to climate-related risks

Our business model is simple: we invest our proprietary capital

and manage a small number of third-party funds, mainly in our

Infrastructure business. We do not manage products with specific

sustainability mandates or labels. Our investment and portfolio

construction approach is flexible and not constrained by overly

prescriptive investment mandates or by limited duration funds, given

the permanent nature of our proprietary capital. The third-party funds

we manage in our Infrastructure business are either permanent or of

very long duration. We make majority or, in a small number of cases,

significant minority investments in our portfolio companies, and exert

influence on their boards.

This flexibility in mandates and holding periods is a considerable

strength. It supports our ability to manage climate-related risks and

opportunities and pivot our investment towards sectors and niches

that can benefit from sustainable growth trends. Combined with the

influence we exert on portfolio companies this has allowed us, for

example, to build a good track record of investment in renewable

energy generation and the energy transition theme in our

Infrastructure portfolio over the last few years. It has also allowed us

to approve investments within our portfolio companies that support

climate change resilience, for example, through a reduction in their

GHG emissions or the development of products and services with

lower associated emissions.

We do not invest directly in extractive industries (including coal, oil

and gas), albeit a small number of our investments do have exposure

to some of these sectors.

Climate change scenario analysis

Climate change scenario analysis can be a useful tool to assess the

potential future exposure of a portfolio to climate-related risks under

different climate warming scenarios.

We did not perform an updated portfolio-wide climate change

scenario analysis in FY2025, in light of the substantial scenario analysis

work performed in the previous two financial years, and considering

the fact that our portfolio developed only incrementally through

investment and divestment activity during the year.

We are aware that there are political differences in relation to the

climate transition, with diverging regional approaches. This could

result in some delay to transition measures in the markets in which we

and our portfolio operate. If that were the case, the focus of climate

risk management in future years could therefore shift from transition

risks to physical risks. Any such developments would have an impact

on the risk models which we would need to use in future climate

change scenario analyses. We therefore procured a physical risk

assessment tool in April 2025 to facilitate the evaluation of physical

risks in our portfolio through updated climate models on an ongoing

basis (see page 62).

During the year, we did, however, consider potential climate-related

risks and opportunities for new investments where relevant and

material as part of our ordinary due diligence activities described

on page 43.

For completeness, and in compliance with TCFD requirements, we

report below on the key elements of the findings of our most recent

climate scenario analysis, which we carried out in FY2024. These were

already reported in full in the TCFD disclosures we made last year.

The climate change scenario analysis we conducted in FY2024, with

the support of a specialist consultancy, used the scenarios described

in detail overleaf and was carried out in two stages. As an initial step,

we performed an analysis of approximately half of our portfolio

companies by number. For each company, we assessed potential

physical and transition risks using sector information and the

geolocation of their main operations and suppliers. This first step

helped us to identify potential hot spots of inherent climate-related

risks within this part of our portfolio and to select a small number

of portfolio companies for the second step.

As a second step, using additional data and in-depth interviews with

portfolio companies or investment teams, we carried out a more

detailed assessment of inherent and residual physical and/or

transition risks for these portfolio companies. This allowed us to

improve our assessment of the residual risk levels for each risk driver

significant to the portfolio companies analysed, and to identify

additional engagement levers that we can use, as significant

shareholders, to drive progress. We communicated the results

of this analysis to the relevant portfolio companies.

Pages 42-51

Invest responsibly

3i Group plc | Annual report and accounts 2025 62

Sustainability

Our TCFD disclosures continued

Orderly transition – We used an orderly transition scenario, which

assumes that policies to mitigate the impacts of climate change are

introduced early and become gradually more stringent, culminating

in the achievement of global net zero CO2 emissions in around

2050 and likely limiting global warming to below 2°C on

pre-industrial averages.

Under this orderly transition scenario, our portfolio is potentially

exposed to a number of inherent risk drivers and respective

opportunities in the categories described on the next page.

Disorderly transition – A disorderly transition scenario assumes that

climate policies are delayed or divergent, requiring sharper emissions

reductions, achieved at a higher cost and with increased physical risks

in order to limit the temperature rise to below 2°C on pre-industrial

averages by 2050.

Under this scenario, the risks identified as part of the orderly

transition scenario are delayed but amplified in the run-up to 2050,

with a higher potential impact on portfolio companies. For example,

carbon prices could be higher and regulations could have much

quicker implementation timeframes, resulting in higher costs to

achieve compliance. However, the mitigation strategies and

opportunities remain broadly the same and would include investment

in low-carbon products and more resilient and efficient supply chains,

as well as the active monitoring of and compliance with upcoming

regulations and a proactive approach to developing transition plans.

Hot-house world – A hot-house world scenario assumes that no new

climate change mitigation policies are introduced and that only those

that have been implemented already are preserved, that current

commitments are not met and that emissions continue to rise,

resulting in a failure to limit temperature increases, as well as in high

physical risks and severe social and economic disruption.

The climate change scenario analyses we have performed to date

have not identified significant physical risk drivers for the majority

of the portfolio companies assessed in the medium term, with

moderate to low inherent physical risks driven principally by chronic

temperature changes, heatwaves and flooding. A few companies,

however, were identified as having medium or high physical risks

in relation to their own operations or key suppliers. We focused

our attention in the deep dive analysis on some of the companies

identified as having higher risks and have engaged with them with

the results of that assessment.

For our deep dive physical risk analysis, we used a >4°C, SSP5-8.5

2050 climate scenario, which shows an end-of-century

temperature rise of 4.5°C and is considered to be the worst-case

hot-house scenario.

The results of this climate change scenario analysis work were used

to develop a more detailed climate change assessment framework,

which was then incorporated into our overall sustainability risk and

opportunity assessment processes.

We refine our approach to climate scenario analysis on a regular

basis. This iterative process builds on our understanding and on

market and scientific developments over time. To support the

consistent assessment and ongoing monitoring of climate-related

risks and opportunities under different warming scenarios, we

selected a specialist climate risk assessment software tool in April

2025. Once implemented, this tool will draw on third-party models,

data and expertise and improve our ability to identify and track

potential exposures to climate-related risks across the portfolio over

time.

The tool will be updated on an ongoing basis.

Additionally, we expect more of our portfolio companies to perform

their own climate scenario analysis as they grow and mature in this

space, or in response to regulatory requirements. In 2024, Action, our

largest portfolio company which represented approximately 70% of

our portfolio at 31 March 2025, carried out its climate risk assessment

covering both physical and transition risks using the IEA Net Zero

Emissions by 2050 and IPCC SSP5-8.5 scenarios. This analysis

identified Action’s material physical (increased severity and

frequency of extreme weather events and increasing heat and

precipitation stresses) and transition risks (increased product and

activity cost due to regulation and supply chain changes and non-

compliance with reporting requirements), which will ensure that

they are adequately managed.

Value at risk

Following careful consideration, we decided not to conduct an

analysis of value at risk from climate change impacts. Current climate

models to determine value at risk are at an early stage of

development, and do not yet provide sufficiently reliable results for

a concentrated portfolio like ours. Where relevant and possible,

we embed certain climate-related considerations in the valuations

of our portfolio companies. We will continue to assess climate

modelling tools as they develop and will report on this annually.

Viability statement

In addition to the climate change scenario analyses described above,

we have been assessing the potential financial impact of climate

change on our portfolio as a whole for some time through the work

we do to conduct our annual viability assessment (see pages 128 and

129). When preparing our Viability statement, we carry out a number

of tests which consider the impact on the Group of multiple severe,

yet plausible individual and combined stress scenarios, including the

impact that climate change might have on the value of a number of

our potentially more vulnerable assets through changes in regulation,

in consumer preferences, an increase in physical risks and other

business risks. This analysis is carried out over a three-year timeframe,

and is different to climate change scenario analysis, which analyses

the impacts of climate change over a much longer time period.

Because of the diverse exposures of our current portfolio companies

and the flexibility we have in portfolio construction, our analysis

showed that a climate-related stress scenario is unlikely to impact

the viability of the Group over the three-year time period.

Transition to a low-carbon economy

Last year, the Sustainability Committee established that the most

appropriate approach to align 3i and its portfolio to the UK’s net zero

ambitions was to set SBTs, which were validated by the SBTi in

March 2024. We made significant progress towards our portfolio

engagement and electricity generation targets this year. Information

on our SBTs and on the progress we have achieved to date can be

found within the Metrics and targets pillar of this report on page 68.

3i Group plc | Annual report and accounts 2025 63

Sustainability

Our TCFD disclosures continued

Principal climate-related transition risks under the Orderly transition scenario

	Risk category	Risk drivers	Time horizon	Potential impact, mitigation and opportunities
	Policy and legal	• New regulations and commitments	Short and medium term	Potential impact • Non-compliance with regulations and commitments could result in reputational damage for 3i and its portfolio as well as in legal fees and fines. Mitigation • 3i and its portfolio companies actively monitor the evolution of the regulatory landscape to ensure that they are prepared for compliance. • Minimum sustainability requirements within our RI policy include compliance with applicable laws and regulations. Opportunities • Proactivity and early action on compliance with regulations facilitates the exit process.
		• Carbon pricing mechanisms	Medium term	Potential impact • The introduction of carbon pricing could increase the operating costs of our portfolio companies directly or through their supply chain. Mitigation • Where material, 3i has begun to engage with portfolio companies to identify those at risk from the introduction of carbon pricing mechanisms, and understand the potential impacts before addressing next steps. Opportunities • Portfolio companies subject to carbon pricing mechanisms could develop low-carbon processes and products to reduce this impact.
	Technology	• Increased investment required in sustainable or green technologies and low-carbon processes • Competitor innovation	Medium and long term	Potential impact • Increased investments in new technology and processes to reduce carbon emissions may result in higher costs. • Successful competitor innovation could result in reduced revenue and market share. Mitigation • Portfolio companies monitor their markets to identify potential technology risks and, with the support of 3i on their boards, assess the new investments required to stay abreast of developments. Opportunities • Investment in lower-emissions products and services could lead to improved revenues and profitability over time.
	Market	• Changing consumer and investor preferences • Unexpected shifts in market • Changes in job market	Medium and long term	Potential Impact • Changes in consumer preferences in response to climate change (eg preference for products and services with a lower carbon impact) could result in decreased revenues for portfolio companies. • An increasing employee focus on sustainability could make it harder for portfolio companies to retain and attract talent if they are not perceived to be responding adequately to the challenges posed by climate change. Mitigation • Portfolio companies monitor their offerings against evolving consumer preferences and employee/potential employee expectations. Opportunities • Portfolio companies could invest in innovation to ensure that their products and services align with evolving consumer preferences.
	Reputation	• Stigmatisation of the sector • Increased stakeholder concerns	Short and medium term	Potential impact • Stigmatisation and stakeholder concerns may result in decreased revenue and increased operating costs for certain portfolio companies operating in sectors perceived as having a high impact on climate change. Mitigation • Where material, 3i has begun working with portfolio companies to develop transition plans and develop their business models to ensure that they transition away from carbon-intensive sectors or end markets. Opportunities • Portfolio companies that adopt a proactive approach to climate transition could strengthen their market position, particularly in a disorderly transition scenario.

3i Group plc | Annual report and accounts 2025 64

Sustainability

Our TCFD disclosures continued

Risk management

TCFD recommendations

Disclose how the organisation identifies, assesses, and manages

climate-related risks:

• Describe the organisation’s processes for identifying and

assessing climate-related risks

• Describe the organisation’s processes for managing climate-

related risks

• Describe how processes for identifying, assessing, and

managing climate-related risks are integrated into the

organisation’s overall risk management

We recognise the increasing importance of climate-related risks and

monitor them as we do other risks through our comprehensive risk

governance framework, both on a portfolio company level and for

the Group as a whole. The framework is detailed on pages 80 to 84,

and our portfolio sustainability assessment process (which covers an

assessment of material climate-related risks for each portfolio

company) is described on page 43 of this report.

3i’s own operations are not in themselves exposed to material

physical climate risks. We employ 223 people across six offices, all

of whom can work remotely if needed. Nevertheless, the business is

affected directly by climate-related legal, regulatory and reporting

risks, as well as by the related reputational risks.

The majority of 3i’s climate risk exposure is through its portfolio.

We describe our processes to identify and manage climate-related

risks and opportunities in detail under the Strategy pillar above.

Identification, assessment and management

of climate-related risks

We consider climate-related risks on the Group and the portfolio

through our risk management framework, which is coordinated by

the Group Risk Committee and implemented across the organisation

as described in the Risk review. Specifically, in relation to the

management and mitigation of climate-related risks in the portfolio,

we rely, over the life of the investment, on:

• a pre-investment assessment: material climate-related risks are

assessed internally and reviewed as appropriate by external

specialists. This can lead to the Investment Committee requiring

further due diligence to be performed or in investments being

declined. Our climate change assessment framework was

enhanced following the second stage of our climate scenario

analysis in FY2024 and was implemented in our investment process

in FY2025;

• our ongoing portfolio monitoring process : this involves, in

addition to the monthly monitoring of bespoke financial and

operational KPIs and in-depth semi-annual portfolio company

reviews, a detailed annual sustainability assessment, which covers

a number of climate factors. This annual sustainability assessment

was also enhanced with the benefit of the outputs of our climate

change scenario analysis;

• Investment Committee oversight: the Investment Committee

manages portfolio risks, including climate-related risks;

• our influence on portfolio companies: we make majority or

significant minority investments in our core portfolio companies

and exercise influence through membership of their boards;

• GHG emissions measurement: the measurement of portfolio

company GHG emissions (see “Metrics and targets” on the next

page) and engagement with portfolio companies on abatement,

mitigation and adaptation strategies; and

• climate change scenario analysis: described under “Strategy”

on pages 61 to 63.

Our investment processes are described on page 43 of this Annual

report. We further mitigate climate-related risks by improving our

understanding of climate change and refining our processes over

time. These processes involve an increasing number of employees.

We have been encouraged by the level of staff engagement on this

topic and intend to continue to provide forums for employees to

provide their input and views on how to improve our performance.

Portfolio data collection and management

To support the assessment and management of portfolio

sustainability risks, including climate-related risks, in FY2025

we continued to work on improving the quality of the annual

sustainability data (including GHG emissions) we collect from

portfolio companies by refining our sustainability assessment

questionnaires to ensure that they reflect our improved

understanding of climate drivers across the portfolio, as well as

evolving disclosure requirements, market practice and other

stakeholder needs. We continue to work on the consistency and

comparability of portfolio GHG emissions data, as this will underpin

the quality of our portfolio emissions disclosures. See “Metrics and

targets” on the next page for more information on portfolio

emissions data.

Page 43

Assessment and management of sustainability factors in our

investment and portfolio management processes

3i Group plc | Annual report and accounts 2025 65

Sustainability

Our TCFD disclosures continued

Metrics and targets

TCFD recommendations

Disclose the metrics and targets used to assess and manage

relevant climate-related risks and opportunities where such

information is material:

• Disclose the metrics used by the organisation to assess

climate-related risks and opportunities in line with its strategy

and risk management process

• Disclose Scope 1, Scope 2, and, if appropriate, Scope 3

greenhouse gas emissions, and the related risks

• Describe the targets used by the organisation to manage

climate-related risks and opportunities and performance

against targets

3i Group’s portfolio climate metrics

The metrics below provide information on the GHG emissions from

our portfolio companies. These metrics cover 99.6% of the portfolio

value1 of 3i Group plc as at 31 March 2025 and are calculated in line

with the TCFD recommendations implementation guidance.

Definitions of climate metrics	FY2025	FY2024
Portfolio emissions (tCO 2 e) Total portfolio emissions is the absolute Scope 1 and 2 GHG emissions associated with a portfolio. We are allocating GHG emissions for each portfolio company using 3i Group’s fully diluted equity ownership 2.	228,936	323,539
Carbon footprint (tCO2e/£m invested) Carbon footprint is total portfolio emissions (Scope 1 and 2) normalised by the value of the portfolio2 , expressed in tonnes of CO 2e/£m invested.	9.0	15.0
WACI (tCO2e/£m revenue3) Weighted Average Carbon Intensity (“WACI”) is a portfolio’s exposure to carbon-intensive companies, expressed in tonnes CO 2 e/£m revenue. It is calculated using the carbon intensity for each portfolio company (Scope 1and 2 emissions/revenue) apportioned based on the relative weight of each portfolio company in the reporting boundary.	24.4	42.5

1 Note that 3i Investments plc manages a number of co-investment vehicles whose investors are employees

or former employees of 3i. For the purpose of this calculation, we have included these co-investment

vehicles within the 3i Group scope.

2 Sourced from 3i’s finance systems.

3 Sourced from portfolio companies.

The significant reduction in portfolio emissions was driven by: (i)

refinements in the methodologies used by certain portfolio

companies to calculate their emissions; (ii) changes in portfolio

composition; and (iii) reductions in the portfolio emissions of some

portfolio companies. We continue to work with our portfolio

companies to improve the quality of the GHG emissions data they

report to us. At times, this may mean that GHG emissions data for

an individual portfolio company is not comparable year on year.

We do not ask portfolio companies to restate prior-year data

as they improve the quality of the data they report to us.

Methodology and GHG emissions data source

The reporting boundary includes all companies in the portfolio

at the balance sheet date. As a private equity and infrastructure asset

manager and owner, 3i is able to collect data from its portfolio

companies. 3i requests Scope 1 and Scope 2 (location and market-

based) GHG emissions data from all portfolio companies, excluding

a small number of legacy minority investments, on an annual basis.

This data is provided directly to 3i from portfolio companies through

a sustainability data collection tool, or via emails in rare cases, and

typically covers the year to 31 December. If a company provides

Scope 2 market-based data, this is used for the climate metrics

calculation. If Scope 2 market-based data is unavailable, location-

based data is used. Portfolio companies provide their Scope 3 GHG

emissions data to us where available and we are working with the

portfolio to improve this data further before we are able to disclose it.

Estimations and data gaps

Where current year data is not available, but previous year data

is available, we estimate the current year data using data from the

previous year, adjusted based on year-on-year changes in revenue.

Where the data is not available, it is noted as a data gap. The

significance of the data gap is disclosed through the data coverage

indicator (99.6% of the portfolio value for FY2025).

Data quality

As we invest in private companies that are at different levels of

climate maturity, we have decided to add a quality score to the data

that we are disclosing to ensure that readers understand the

reliability and quality of the data provided. Some of our portfolio

companies have only just started to estimate their GHG emissions,

while others have robust processes in place to calculate and assure

the data. We have used a custom scale to reflect the overall data

quality using the Partnership for Carbon Accounting Financials

(“PCAF”) methodology as a guide and adjusting it to reflect the

specificities of our business model:

Characteristics of the data	Data quality	Certain
Emissions of the company are available and reported by the portfolio company as being verified by a third party and calculated using activity-based data or through direct monitoring	1
Emissions of the company are available and reported by the portfolio company as being verified internally and calculated using activity-based data or through direct monitoring	2
Unverified emissions of the company are available and calculated using activity-based data or through direct monitoring; or emissions of the company are available and reported by the portfolio company as being verified by a third party and calculated using spend-based data	3
Emissions of the company are available and reported by the portfolio company as being verified internally and calculated using spend-based data	4
Unverified emissions of the company are available, including those calculated using our sustainability data collection tool	5
		Uncertain

The data quality score for 3i Group plc is 1.85. It is derived by

assigning to each portfolio company a data quality score, weighted

by that company’s emissions as a percentage of total portfolio

emissions.

3i Group plc | Annual report and accounts 2025 66

Sustainability

Our TCFD disclosures continued

Portfolio net zero alignment scale

iCI and the Sustainable Markets Initiative’s Private Equity Task Force have developed the Private Markets Decarbonisation Roadmap to enable

private markets firms to drive their transition to a low-carbon economy. The metric used within this roadmap is based on the climate maturity

of each portfolio company rather than on an implied temperature rise metric which is the methodology suggested by the FCA for climate

disclosures. We are using the Private Markets Decarbonisation Roadmap metric because it aligns best with our science-based targets.

The Alignment Scale of the Roadmap (as published by the leaders of the initiative) is summarised in the table below:

	Not started		Capturing data		Preparing to decarbonise		Aligning		Aligned to net zero
Definition	Not started to measure emissions or plan how to reduce them		Reporting emissions data but currently no plan in place to reduce emissions		Planning to reduce emissions in line with an approach agreed with the GP		Committed to a decarbonisation plan aligned to a transition pathway		Delivering against a net zero plan and operations aligned to science-based target
Criteria	• Minimal or no emissions data • No decarbonisation plan in place		• Measuring Scope 1 and 2 emissions from operations, alongside material Scope 3 emissions, and making data available to fund		• Decarbonisation plan in place but level of ambition not aligned to net zero pathway		• Committed to near-term science-based target aligned to a long-term net zero pathway		• Demonstrated YoY emissions profile in line with pathway

3i Group plc categorised portfolio companies covering 99.6% of its investment portfolio value as at 31 March 2025 in line with the roadmap’s

Alignment Scale. The current alignment of the portfolio based on total portfolio emissions is set out in the chart below.

The PMDR alignment scale requires companies to capture and report all material Scope 3 data in order to be included in the “capturing data”

category. While all of our portfolio companies measure and report their Scope 1 and 2 emissions to us, many are not yet in a position

to measure and report to us all their material Scope 3 emissions categories and, as a result, we have had to include them in the

“not started” category.

We have categorised companies that have set science-based targets using the SBTi’s SME target setting process as “aligning” or “aligned to

net zero”, even though some of them have not yet reported all material Scope 3 categories to us. The year-on-year changes in the portfolio

alignment scale are due in large part to Action having set SBTi-validated near-term science-based targets in February 2025.

ò	Not started
ò	Capturing data
ò	Preparing to decarbonise
ò	Aligning
ò	Aligned to net zero

3i Group plc | Annual report and accounts 2025 67

Sustainability

Our TCFD disclosures continued

3i Group’s emissions from its own operations

This section has been prepared in accordance with our regulatory

obligation to report GHG emissions pursuant to the Companies

(Directors’ Report) and Limited Liability Partnerships (Energy and

Carbon Report) Regulations 2019 which implement the government’s

policy on Streamlined Energy and Carbon Reporting. During the year

to 31 March 2025, our measured Scope 1 and 2 emissions (market-

based) totalled 187.5 tCO2e. This comprised:

	FY2025 (tCO2e)				FY2024 (tCO2e)
GHG emissions (Scope)	UK	Rest of the world	Total		UK	Rest of the world	Total
1	63.9	26.7	90.6	Δ	101.0	34.7	135.7
2 – location-based	112.0	94.5	206.5	Δ	92.2	118.7	210.9
2 – market-based	–	96.9	96.9	Δ	–	97.1	97.1
Total 1 and 2 (location-based)	175.9	121.2	297.1		193.2	153.4	346.6
Total 1 and 2 (market-based)	63.9	123.6	187.5		101.0	131.8	232.8
3	n/a	n/a	3,800.3	Δ	n/a	n/a	4,211.9	1

Δ    FY2025 Total data above marked with the Δ symbol has been subject to independent limited assurance

by KPMG LLP in accordance with ISAE (UK) 3000 and ISAE 3410. Please refer to www.3i.com/sustainability/

sustainability-reports-and-data-library/ for the Reporting Criteria and KPMG's limited assurance report.

1 FY2024 Scope 3 data has been restated. Please refer to the explanation below.

This is equivalent to 0.8 tCO2e per full-time equivalent employee,

based on an average of 237 employees (2024: 1.0 tCO2e; 244

employees). Overall, our Scope 1 and 2 (market-based) emissions

decreased by 20% year-on-year. Most of the decrease can be

attributed to the move of our Amsterdam office to a renewable

electricity contract and the resolution of an air conditioning cooling

liquid leak at the London premises we occupied for the entire

financial year while preparing our new office for a move in

February 2025.

Our measured Scope 3 emissions totalled 3,800.3 tCO2e.

We restated our FY2024 Scope 3 emissions from 9,612.8 tCO2e

to 4,211.9 tCO2e in accordance with this year’s methodology that

uses more widely available emissions factors. Please see our

reporting criteria, available on our website, for more information.

Our total energy consumption was 1,404.1 MWh (1,404,100 kWh)

in FY2025, 63% of which was consumed in the UK. The split of

energy consumption is shown in the table below.

	FY2025			FY2024
Energy consumption (kWh in 000s )	UK	Rest of the world	Total	UK	Rest of the world	Total
Electricity	540.8	239.5	780.3	445.5	297.2	742.7
Fuels1	349.2	99.8	449.0	378.1	155.1	533.2
District heating, cooling, steam	–	174.8	174.8	–	175.5	175.5

1Natural gas and transportation fuels (petrol and diesel).

Methodology

We quantify and report our organisational GHG emissions in

alignment with the World Resources Institute’s Greenhouse Gas

Protocol Corporate Accounting and Reporting Standard and in

alignment with the Scope 2 Guidance. Scope 3 emissions are

calculated in line with the World Resources Institute’s Greenhouse

Gas Protocol: Corporate Value Chain (Scope 3) Accounting and

Reporting Standard as well as the World Resources Institute’s GHG

Protocol Technical Guidance for Calculating Scope 3 emissions.

We consolidate our organisational boundary according to the

operational control approach, which includes all our offices. The GHG

sources that constituted our operational boundary for the year to

31 March 2025 are:

• Scope 1: natural gas combustion within boilers, fuel combustion

within leased vehicles and use of refrigeration and air-conditioning

equipment;

• Scope 2: purchased electricity and heat, cooling and steam

consumption for our own use, including leased vehicles;

• Scope 3: purchased goods and services, capital goods, fuel- and

energy-related activities, waste generated in operations, business

travel and employee commuting and emissions associated with

working from home.

In some cases, where data is missing, for example, due to the timing

of invoices from our utilities providers, values have been estimated

either by using data from the previous year as a proxy in the first

instance, or extrapolation of available data.

The Scope 2 Guidance requires that we quantify and report Scope 2

emissions according to two different methodologies (“dual

reporting”): (i) the location-based method, using the average

emissions intensity of grids for the country in which the reported

operations take place; and (ii) the market-based method, which

reflects the emissions from purposefully chosen energy (eg bundled

electricity, supplier-specific rates, direct electricity contracts).

Although we have a relatively low environmental footprint, we are

committed to reducing it further in line with the science-based

targets described on the next page. We purchased our electricity

from 100% renewable sources during FY2025 for our London, Paris

and Frankfurt offices, as well as for the premises we previously

occupied in New York, which we leased until the end of March 2025.

Together, these offices accounted for over 80% of our overall

electricity consumption. We switched to renewable electricity in our

Amsterdam office in January 2025, bringing the total renewable

electricity consumption to approximately 85%. The landlord of our

new office in New York is working on delivering green energy, but

it relies on initiatives to be implemented by the New York state

government to achieve that objective. In February 2025, our London

office moved to new premises that use only renewable electricity and

are not connected to the gas supply. As a result, we expect a further

reduction in GHG emissions in FY2026.

A more detailed description of our methodology can be found in the

reporting criteria published on our website.

Third-party assurance

GHG emissions figures marked with a "Δ" symbol on this page have

been subject to independent limited assurance by KPMG LLP in

accordance with ISAE (UK) 3000 and ISAE 3410.

Reporting criteria and KPMG limited assurance opinion

www.3i.com/sustainability/library

3i Group plc | Annual report and accounts 2025 68

Sustainability

Our TCFD disclosures continued

Science-based targets

During FY2024, we set SBTi-validated near-term science-based

targets that cover our direct Scope 1 and 2 emissions, as well as

the Scope 3 emissions associated with our portfolio. These were

formulated in line with the guidance published by SBTi for financial

institutions and the private equity sector.

Operational emissions target

3i has committed to reducing its absolute Scope 1 and 2 (market-

based) GHG emissions by 42% by FY2030 from a FY2023 base year.

While our emissions slightly increased by 3.2% from FY2023 (our base

year), we have done the work that will allow us to reduce operational

emissions in the future, involving mainly the reduction in gas

consumption and the number of leased vehicles provided as

a benefit to employees.

Our strategy to meet this target involves engaging with our landlords

on the energy efficiency of our premises and on using less carbon-

intensive energy sources. We are also engaging with energy suppliers

directly or through our landlords on the procurement of renewable

electricity.

GHG Operational emissions

Scope 1 and 2 (market-based) – tCO2e

l	l	3i’s GHG emissions – Scope 1 and 2 (market-based)
–		SBTi’s linear reduction assumption

Financed emissions targets

3i's portfolio engagement target commits us to ensuring that 31%

of our listed and eligible portfolio by invested capital sets SBTi-

validated targets by FY2028 and 100% by FY2040. We have made

significant progress against this target this year, with 23.3% of our

portfolio by invested capital setting SBTi-validated targets. The

companies with validated targets include Action, BoConcept, ten23,

Ionisos, Joulz and BCA. WaterWipes, a portfolio company which we

acquired in January 2025, already has validated targets, but we have

excluded it from our progress chart, as we apply a two-year grace

period for all new investments.

3i also committed to reducing GHG emissions from the electricity

generation sector within its eligible portfolio by 68% per MWh by

FY2030 from a FY2023 base year. 3i achieved a 51% per MWh

reduction towards that target, mainly due to the sale of Attero,

a waste treatment company which was held in one of the

Infrastructure portfolios.

Our strategy to meet the portfolio targets remains consistent with

last year’s and includes the following actions:

1 As a majority or significant minority investor in our core portfolio

companies, we will continue to use our influence and engage with

portfolio companies to support them to:

(i) measure and report on Scope 1 and 2 GHG emissions at least

annually;

(ii) measure and report on material Scope 3 GHG emissions at

least annually when appropriate; and

(iii) develop decarbonisation plans and set science-based targets.

2 We will manage our electricity generation portfolio to reduce its

GHG emissions intensity as a whole.

3 We will facilitate knowledge sharing between portfolio companies

in relation to formulating decarbonisation plans and setting

science-based targets.

Portfolio engagement target

% of invested capital

l	l	Percentage of 3i plus funds invested capital with SBTi-validated targets
–		SBTi’s linear progression assumption

3i Group plc | Annual report and accounts 2025 69

What’s in this section
Financial review	70
Reconciliation of Investment basis and IFRS	75
Alternative Performance Measures	79
Risk management	80
Principal risks and mitigations	85
Directors’ duties under Section 172	94

Performance

and risk

3i Group plc | Annual report and accounts 2025 70

Performance and risk

Financial review

	Highlights – Investment basis
	Gross investment return	Operating profit before carried interest	Total return
	£5,211 m ( 2024 : £ 4,168 m)	£5,098 m ( 2024 : £ 4,077 m)	£5,049 m ( 2024 : £ 3,839 m)
	Total return on opening shareholders’ funds	Diluted NAV per share at 31 March 2025	Total dividend
	25% ( 2024 : 23% )	2,542p ( 31 March 2024 : 2,085 p)	73.0p ( 31 March 2024: 61.0 p)

Table 9: Total return for the year to 31 March

Investment basis	2025 £m	2024 £m
Realised profits/(losses) over value on the disposal of investments	51	(4)
Unrealised profits on the revaluation of investments	4,839	3,926
Portfolio income
Dividends	509	499
Interest income from investment portfolio	81	91
Fees receivable	10	1
Foreign exchange on investments	(361)	(461)
Movement in the fair value of derivatives	82	116
Gross investment return	5,211	4,168
Fees receivable from external funds	64	72
Operating expenses	(150)	(147)
Interest receivable	18	13
Interest payable	(65)	(61)
Exchange movements	20	29
Other income	–	3
Operating profit before carried interest	5,098	4,077
Carried interest
Carried interest and performance fees receivable	29	62
Carried interest and performance fees payable	(81)	(305)
Operating profit before tax	5,046	3,834
Tax charge	(1)	(2)
Profit for the year	5,045	3,832
Re-measurements of defined benefit plans	4	7
Total comprehensive income for the year (“Total return”)	5,049	3,839
Total return on opening shareholders’ funds	25%	23%

Investment basis and Alternative Performance Measures (“APMs”)

In our Strategic report, we report our financial performance using our Investment basis. We do not consolidate our portfolio companies

as private equity and infrastructure investments are not operating subsidiaries. IFRS 10 sets out an exception to consolidation and requires

us to fair value other companies in the Group (primarily intermediate holding companies and partnerships). As explained in the Investment

basis, Reconciliation of Investment basis and IFRS sections below, the total comprehensive income and net assets are the same under our

audited IFRS financial statements and our Investment basis. The Investment basis is simply a “look through” of IFRS 10 to present the

underlying performance and we believe it is more transparent to readers of our Annual report and accounts.

In October 2015, the European Securities and Markets Authority (“ESMA”) published guidelines about the use of APMs. These

are financial measures such as KPIs that are not defined under IFRS. Our Investment basis is itself an APM, and we use a number of other

measures which, on account of being derived from the Investment basis, are also APMs.

Further information about our use of APMs, including the applicable reconciliations to the IFRS equivalent where appropriate, is provided at the

end of the Financial review and should be read alongside the Investment basis to IFRS reconciliation. Our APMs are gross investment return as

a percentage of the opening investment portfolio value, cash realisations, cash investment, operating cash profit, net cash/(debt) and gearing.

3i Group plc | Annual report and accounts 2025 71

Performance and risk

Financial review continued

Realised profits/losses

We generated total realised proceeds of £ 1,837 million (2024 :

£ 888  million) primarily from Action’s capital restructuring and the

sales of nexeye and WP. The latter sales were the driver of the

£50 million realised profits generated in Private Equity (2024: loss

of £4 million from Infrastructure).

Unrealised value movements

We recognised an unrealised profit of £4,839 million ( 2024:

£ 3,926  million). Action’s continued strong performance contributed

£ 4,324 million ( 2024: £ 3,609 million). We also saw good contributions

from Royal Sanders and a number of our other Private Equity

investments including Audley Travel, MPM, Tato, Cirtec Medical

and EBG offsetting a negative contribution principally from Wilson.

Our infrastructure portfolio saw positive contributions from our

infrastructure funds, offset by the decrease in the share price

of our quoted investment in 3iN.

Further information on the Private Equity, Infrastructure and

Scandlines valuations is included in the business reviews.

Portfolio income

Portfolio income increased to £600 million for the year (2024:

£591 million), primarily due to dividend income of £509 million (2024:

£499 million), predominantly from Action. Other notable

contributions include interest income from our portfolio companies,

the majority of which is non-cash and a good level of portfolio fees

from Private Equity which reflected a number of new investments

in FY2025.

Fees receivable from external funds

Fees receivable from external funds were £64 million in FY2025

(2024: £72 million). 3i receives a fund management fee from 3iN,

which amounted to £51 million in FY2025 (2024: £51 million).

The remaining fee income received in the year of £13 million

(2024: £21 million) includes fees from 3i MIA, our North American

Infrastructure Fund and our management of the 3i 2020 Co-

investment Programme related to Action.

Operating expenses

Operating expenses increased in the year to £150 million (2024: £147

million) driven by a higher share-based payment charge reflecting

the strong performance of 3i’s share price during the year, which

was offset by lower administration expenses and delayed staff

recruitment.

Interest payable

The Group recognised interest payable of £65 million (2024:

£61 million). Interest payable includes interest on the Group’s loans

and borrowings and amortisation of capitalised fees.

Operating cash profit

We generated an operating cash profit of £469 million in the year

(2024: £467 million). Cash income increased to £598 million (2024:

£594 million), principally due to an increase in dividend income,

which included £433 million of cash dividends from Action (2024:

£375 million). We also received cash dividends from 3iN, Scandlines

and Tato, as well as cash fees from our external funds. Excluding the

dividends received from Action, the operating cash profit was £36

million (2024: £92 million).

We paid cash operating expenses of £129 million (2024: £ 127 million)

in the year. Cash operating expenses were lower than the £ 150

million (2024: £147 million) of operating expenses recognised in

the Consolidated statement of comprehensive income as a result

of share-based payments and other non-cash expenses.

Table 10: Unrealised value movements on the revaluation of investments for the year to 31 March

Investment basis	2025 £m	2024 £m
Private Equity	4,803	3,874
Infrastructure	17	72
Scandlines	19	(20)
Total	4,839	3,926

Table 11: Operating cash profit for the year to 31 March

Investment basis	2025 £m	2024 £m
Cash fees from external funds	65	74
Cash portfolio fees	7	12
Cash portfolio dividends and interest	526	508
Cash income	598	594
Cash operating expenses1	(129)	(127)
Operating cash profit	469	467

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

3i Group plc | Annual report and accounts 2025 72

Performance and risk

Financial review continued

Carried interest and performance fees

We receive carried interest and performance fees from third-party

funds and 3iN. We also pay carried interest and performance fees

to participants in plans relating to returns from investments. These

are received and/or paid subject to meeting certain performance

conditions and when cash proceeds have been received following

a realisation, refinancing event or other cash distribution and

performance hurdles are passed in cash terms. Due to the passage

of time between investment and realisation, the schemes are usually

active for a number of years and their participants include both

current and previous employees of 3i. In Private Equity (excluding

Action), we typically accrue net carried interest payable of c.12%

of GIR, once the performance hurdle is achieved, based on the

assumption that all investments are realised at their balance

sheet value.

The overall strong performance of the Private Equity portfolio

resulted in a £70 million increase in the carried interest payable

expense. During the year, we reduced our carried interest and

performance fees payable liability following the full crystallisation

of the remaining carried interest liability of £428 million relating

to Action. Going forward, we have no carried interest dilution

to our 57.9% gross stake in Action.

In Infrastructure, 3iN pays a performance fee based on its NAV on an

annual basis, subject to a hurdle rate of return. The continued strong

performance of the assets held by 3iN resulted in the recognition of

£29 million (2024: £62 million) of performance fees receivable, with

£42 million received during the year.

Overall, the effect of the income statement charge of £81 million

(2024: £305 million), cash payments of £521 million (2024: £778

million), as well as currency translation meant that the balance sheet

carried interest and performance fees payable was £360 million

(31 March 2024: £818 million).

Table 12: Carried interest and performance fees for the year to 31 March

	Investment basis Statement of comprehensive income		Investment basis Statement of financial position
	2025 £m	2024 £m	2025 £m	2024 £m
Carried interest and performance fees receivable
Private Equity	–	–	4	5
Infrastructure	29	62	29	42
Total	29	62	33	47
Carried interest and performance fees payable
Private Equity	(70)	(262)	(348)	(803)
Infrastructure	(11)	(43)	(12)	(15)
Total	(81)	(305)	(360)	(818)

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

Investment basis cash flow statement			2025 £m	2024 £m
Carried interest and performance fees cash paid
Private Equity			510	745
Infrastructure			11	33
Total			521	778

3i Group plc | Annual report and accounts 2025 73

Performance and risk

Financial review continued

Net foreign exchange movements

The Group recorded a total foreign exchange translation loss

of £259 million including the impact of foreign exchange hedging

in the year (March 2024: £316 million loss), as a result of sterling

strengthening by 2% against the euro and US dollar.

At 31 March 2025, the notional value of the Group’s forward foreign

exchange contracts was €2.6 billion and $1.2 billion. The €2.6 billion

includes the €600 million notional value of the forward foreign

exchange contracts related to the Scandlines hedging programme.

In April 2025, we completed a further €400 million of forward foreign

exchange contracts to increase the notional value of the Group’s

euro foreign exchange hedging programme to €3.0 billion, reflecting

increases in euro cash flows and capitalising on attractive hedge rates.

Including the impact from foreign exchange hedging, 79% of the

Group’s net assets are denominated in euros or US dollars. Based on

the Group’s net assets at 31 March 2025, including the impact from

foreign exchange hedging, a 1% movement in euro and US dollar

foreign exchange rates would impact the total return by £182 million

and £12 million, as shown in Table 14 below.

Pension

The Group completed the buy-out of its UK defined benefit plan

(“the Plan”) during the year, meaning that the buy-in policies were

converted into individual annuity policies held in each Plan member’s

name, thereby fully removing the defined benefit obligation. The

remaining assets held by the Plan are those surplus assets that were

not needed to complete the buy-out, less expected wind-up costs.

Tax

The Group’s parent company continues to operate in the UK as

an approved investment trust company. An approved investment

trust is a UK investment company which is required to meet certain

conditions set out in the UK tax rules to obtain and maintain its tax

status. This approval allows certain investment profits of the

Company, broadly its capital profits, to be exempt from tax in the UK.

Income and expenditure, excepting those exempt returns in the

Company, are both subject to taxation. The Group’s tax charge for

the year was £1 million (2024: £2 million) with no top-up tax payable

under Pillar 2.

The Group’s overall UK tax position for the financial year is

dependent on the finalisation of the tax returns of the various

corporate and partnership entities in the UK group.

Table 14: Net assets1 and sensitivity by currency at 31 March

				Pre-hedging update	Post-hedging update3
	FX rate	£m	%	1% sensitivity £m	1% sensitivity £m
Sterling	n/a	4,942	20	n/a
Euro2	1.1935	18,257	74	182	179
US dollar2	1.2908	1,211	5	12
Danish krone	8.9040	177	1	2
Other	n/a	24	–	n/a

1The Group’s foreign exchange hedging is treated as a sterling asset within the above table.

2The sensitivity impact calculated on the net assets position includes the impact of foreign exchange hedging.

3.Sensitivity based on net assets at 31 March 2025 including the impact of the additional €400 million in the hedging programme.

3i Group plc | Annual report and accounts 2025 74

Performance and risk

Financial review continued

Balance sheet and liquidity

At 31 March 2025, the Group had net debt of £771 million

(31 March 2024: £806 million) and gearing of 3% after the receipt

of cash income of £598 million and net cash proceeds of £659 million

offsetting the payment of carried interest and performance fees

of £521 million and Group dividend payments of £625 million.

The Group had liquidity of £1,323 million as at 31 March 2025 (31

March 2024: £1,296 million), comprising cash and deposits of £423

million (31 March 2024: £396 million) and an undrawn RCF of

£900 million.

The investment portfolio value increased to £25,579 million

at 31 March 2025 (31 March 2024: £21,636 million), mainly driven

by unrealised profits of £4,839 million in the year.

Further information on investments and realisations is included

in the Private Equity, Infrastructure and Scandlines business reviews.

Going concern

The Annual report and accounts 2025 were prepared on a going

concern basis. The Directors made an assessment of going concern,

taking into account the Group’s current performance and the

outlook, and performed additional analysis to support the going

concern assessment. Further details on going concern can be found

on page 128 in the Resilience statement.

Dividend

The Board has recommended a second FY2025 dividend of 42.5

pence per share (2024: 34.5 pence), taking the total dividend for

the year to 73.0 pence per share (2024: 61.0 pence). Subject

to shareholder approval, the dividend will be paid to shareholders

in July 2025.

Table 15: Simplified consolidated balance sheet at 31 March

Investment basis Statement of financial position	2025 £m	2024 £m
Investment portfolio	25,579	21,636
Gross debt	(1,194)	(1,202)
Cash and deposits	423	396
Net debt	(771)	(806)
Carried interest and performance fees receivable	33	47
Carried interest and performance fees payable	(360)	(818)
Other net assets	130	111
Net assets	24,611	20,170
Gearing1	3%	4%

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

Key accounting judgements and estimates

A key judgement is the assessment required to determine the degree of control or influence the Group exercises and the form of

any control to ensure that the financial treatment of investment entities is accurate. The introduction of IFRS 10 resulted in a number

of intermediate holding companies being presented at fair value, which has led to reduced transparency of the underlying investment

performance. As a result, the Group continues to present a non-GAAP Investment basis set of financial statements to ensure that the

commentary in the Strategic report remains fair, balanced and understandable. The reconciliation of the Investment basis to IFRS

is shown on pages 76 to 78.

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

Given the importance of the valuation of investments, the Board has a separate Valuations Committee to review the valuation policy,

process and application to individual investments. However, asset valuations for unquoted investments are inherently subjective, as they

are made on the basis of assumptions which may not prove to be accurate. At 31 March 2025, 96% by value of the investment assets

were unquoted (31 March 2024: 96%).

3i Group plc | Annual report and accounts 2025 75

Performance and risk

Reconciliation of Investment basis and IFRS

Background to Investment basis financial statements

The Group makes investments in portfolio companies directly, held

by 3i Group plc, and indirectly, held through intermediate holding

company and partnership structures (“Investment entity

subsidiaries”). It also has other operational subsidiaries which provide

services and other activities such as employment, regulatory activities,

management and advice (“Trading subsidiaries”). The application

of IFRS 10 requires us to fair value a number of intermediate holding

companies that were previously consolidated line by line. This fair

value approach, applied at the intermediate holding company level,

effectively obscures the performance of our proprietary capital

investments and associated transactions occurring in the

intermediate holding companies.

The financial effect of the underlying portfolio companies and

fee income, operating expenses and carried interest transactions

occurring in Investment entity subsidiaries are aggregated into

a single value. Other items which were previously eliminated

on consolidation are now included separately.

To maintain transparency in our report and aid understanding we

introduced separate non-GAAP “Investment basis” Statements of

comprehensive income, financial position and cash flow in our 2014

Annual report and accounts. The Investment basis is an APM and the

Strategic report is prepared using the Investment basis as we believe

it provides a more understandable view of our performance. Total

return and net assets are equal under the Investment basis and IFRS;

the Investment basis is simply a “look through” of IFRS 10 to present

the underlying performance.

Reconciliation of Investment basis and IFRS

A detailed reconciliation from the Investment basis to IFRS basis

of the Consolidated statement of comprehensive income,

Consolidated statement of financial position and Consolidated

cash flow statement is shown on the following pages.

Investment basis of consolidation

l

Consolidated

l

Fair valued

3i Group plc

The Group

Investment entity subsidiaries

Trading subsidiaries (regulated investment advisers, employment entities, etc.)

Inter-company balance eliminated on consolidation

Portfolio companies (held directly by 3i Group plc)

Portfolio companies

IFRS 10 basis of consolidation

l

Consolidated

l

Fair valued

l

Portfolio company included in fair value of Investment entity subsidiaries

3i Group plc

The Group

Investment entity subsidiaries

Trading subsidiaries (regulated investment advisers, employment entities, etc.)

Inter-company balance

Portfolio companies (held directly by 3i Group plc)

Portfolio companies

3i Group plc | Annual report and accounts 2025 76

Performance and risk

Reconciliation of Investment basis and IFRS continued

Reconciliation of consolidated statement of comprehensive income

for the year to 31 March

	Footnotes	Investment basis 2025 £m	IFRS adjustments 2025 £m	IFRS basis 2025 £m	Investment basis 2024 £m	IFRS adjustments 2024 £m	IFRS basis 2024 £m
Realised profits/(losses) over value on the disposal of investments	1,2	51	(46)	5	(4)	5	1
Unrealised profits on the revaluation of investments	1,2	4,839	(1,027)	3,812	3,926	(1,184)	2,742
Fair value movements on investment entity subsidiaries	1	–	953	953	–	861	861
Portfolio income
Dividends	1,2	509	(96)	413	499	(136)	363
Interest income from investment portfolio	1,2	81	(52)	29	91	(62)	29
Fees receivable	1,2	10	3	13	1	2	3
Foreign exchange on investments	1,3	(361)	116	(245)	(461)	223	(238)
Movement in the fair value of derivatives		82	–	82	116	–	116
Gross investment return		5,211	(149)	5,062	4,168	(291)	3,877
Fees receivable from external funds		64	–	64	72	–	72
Operating expenses	1,4	(150)	1	(149)	(147)	1	(146)
Interest receivable	1,4	18	(3)	15	13	(4)	9
Interest payable		(65)	–	(65)	(61)	–	(61)
Exchange movements	1,3	20	57	77	29	23	52
Income from investment entity subsidiaries	1	–	21	21	–	21	21
Other (expense)/income	1,4	–	(1)	(1)	3	–	3
Operating profit before carried interest		5,098	(74)	5,024	4,077	(250)	3,827
Carried interest
Carried interest and performance fees receivable		29	–	29	62	–	62
Carried interest and performance fees payable	1,4	(81)	67	(14)	(305)	254	(51)
Operating profit before tax		5,046	(7)	5,039	3,834	4	3,838
Tax charge	1	(1)	–	(1)	(2)	–	(2)
Profit for the year		5,045	(7)	5,038	3,832	4	3,836
Other comprehensive income
Exchange differences on translation of foreign operations	1,3	–	7	7	–	(4)	(4)
Re-measurements of defined benefit plans		4	–	4	7	–	7
Other comprehensive income for the year		4	7	11	7	(4)	3
Total comprehensive income for the year (“Total return”)		5,049	–	5,049	3,839	–	3,839

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

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

1Applying IFRS 10 to the Consolidated statement of comprehensive income consolidates the line items of a number of previously consolidated subsidiaries into a single line item “Fair value movements on investment entity

subsidiaries”. In the “Investment basis” accounts we have disaggregated these line items to analyse our total return as if these Investment entity subsidiaries were fully consolidated, consistent with prior years. The adjustments

simply reclassify the Consolidated statement of comprehensive income of the Group, and the total return is equal under the Investment basis and the IFRS basis.

2Realised profits, unrealised profits and portfolio income shown in the IFRS accounts only relate to portfolio companies that are held directly by 3i Group plc and not those portfolio companies held through Investment entity

subsidiaries. Realised profits, unrealised profits and portfolio income in relation to portfolio companies held through Investment entity subsidiaries are aggregated into the single “Fair value movement on investment entity

subsidiaries” line. This is the most significant reduction of information in our IFRS accounts.

3Foreign exchange movements have been reclassified under the Investment basis as foreign currency asset and liability movements. Movements within the Investment entity subsidiaries are included within “Fair value movements

on investment entities”.

4Other items also aggregated into the “Fair value movements on investment entity subsidiaries” line include operating expenses, interest receivable, other(expense)/income and carried interest and performance fees payable.

Footnotes to the Reconciliation of Consolidated statement of financial position on page 77:

1Applying IFRS 10 to the Consolidated statement of financial position aggregates the line items into the single line item “Investments in investment entity subsidiaries”. In the Investment basis we have disaggregated these items

to analyse our net assets as if the Investment entity subsidiaries were consolidated. The adjustment reclassifies items in the Consolidated statement of financial position. There is no change to the net assets, although for reasons

explained below, gross assets and gross liabilities are different. The disclosure relating to portfolio companies is significantly reduced by the aggregation, as the fair value of all investments held by Investment entity subsidiaries

is aggregated into the “Investments in investment entity subsidiaries” line. We have disaggregated this fair value and disclosed the underlying portfolio holding in the relevant line item, ie, quoted investments or unquoted

investments. Other items which may be aggregated include carried interest, other assets and other payables, and the Investment basis presentation again disaggregates these items.

2Intercompany balances between Investment entity subsidiaries and trading subsidiaries also impact the transparency of our results under the IFRS basis. If an Investment entity subsidiary has an intercompany balance with

a consolidated trading subsidiary of the Group, then the asset or liability of the Investment entity subsidiary will be aggregated into its fair value, while the asset or liability of the consolidated trading subsidiary will be disclosed

as an asset or liability in the Consolidated statement of financial position for the Group.

3Investment basis financial statements are prepared for performance measurement and therefore reserves are not analysed separately under this basis.

3i Group plc | Annual report and accounts 2025 77

Performance and risk

Reconciliation of Investment basis and IFRS continued

Reconciliation of consolidated statement of financial position

as at 31 March

	Footnotes	Investment basis 2025 £m	IFRS adjustments 2025 £m	IFRS basis 2025 £m	Investment basis 2024 £m	IFRS adjustments 2024 £m	IFRS basis 2024 £m
Assets
Non-current assets
Investments
Quoted investments	1	916	(60)	856	946	(67)	879
Unquoted investments	1	24,663	(7,163)	17,500	20,690	(6,497)	14,193
Investments in investment entity subsidiaries	1,2	–	6,916	6,916	–	5,804	5,804
Investment portfolio		25,579	(307)	25,272	21,636	(760)	20,876
Carried interest and performance fees receivable	1	–	–	–	2	1	3
Other non-current assets	1	33	(6)	27	36	(8)	28
Intangible assets		2	–	2	4	–	4
Retirement benefit surplus		63	–	63	61	–	61
Property, plant and equipment		18	–	18	4	–	4
Right of use asset		41	–	41	49	–	49
Derivative financial instruments		46	–	46	83	–	83
Total non-current assets		25,782	(313)	25,469	21,875	(767)	21,108
Current assets
Carried interest and performance fees receivable		33	–	33	45	–	45
Other current assets	1	49	–	49	53	(6)	47
Current income taxes		2	–	2	1	–	1
Derivative financial instruments		91	–	91	82	–	82
Cash and cash equivalents	1	423	(11)	412	396	(38)	358
Total current assets		598	(11)	587	577	(44)	533
Total assets		26,380	(324)	26,056	22,452	(811)	21,641
Liabilities
Non-current liabilities
Trade and other payables	1	(7)	1	(6)	(50)	45	(5)
Carried interest and performance fees payable	1	(333)	304	(29)	(280)	250	(30)
Loans and borrowings		(1,194)	–	(1,194)	(1,202)	–	(1,202)
Derivative financial instruments		(4)	–	(4)	–	–	–
Retirement benefit deficit		(17)	–	(17)	(21)	–	(21)
Lease liability		(42)	–	(42)	(45)	–	(45)
Deferred income taxes		(1)	–	(1)	(1)	–	(1)
Provisions		(2)	–	(2)	(2)	–	(2)
Total non-current liabilities		(1,600)	305	(1,295)	(1,601)	295	(1,306)
Current liabilities
Trade and other payables	1	(137)	4	(133)	(136)	2	(134)
Carried interest and performance fees payable	1	(27)	15	(12)	(538)	514	(24)
Lease liability		(3)	–	(3)	(4)	–	(4)
Current income taxes		(1)	–	(1)	(3)	–	(3)
Provisions		(1)	–	(1)	–	–	–
Total current liabilities		(169)	19	(150)	(681)	516	(165)
Total liabilities		(1,769)	324	(1,445)	(2,282)	811	(1,471)
Net assets		24,611	–	24,611	20,170	–	20,170
Equity
Issued capital		719	–	719	719	–	719
Share premium		792	–	792	791	–	791
Other reserves	3	23,181	–	23,181	18,752	–	18,752
Own shares		(81)	–	(81)	(92)	–	(92)
Total equity		24,611	–	24,611	20,170	–	20,170

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

Footnotes: see page 76 .

3i Group plc | Annual report and accounts 2025 78

Performance and risk

Reconciliation of Investment basis and IFRS continued

Reconciliation of consolidated cash flow statement

for the year to 31 March

	Footnotes	Investment basis 2025 £m	IFRS adjustments 2025 £m	IFRS basis 2025 £m	Investment basis 2024 £m	IFRS adjustments 2024 £m	IFRS basis 2024 £m
Cash flow from operating activities
Purchase of investments	1	(1,182)	1,032	(150)	(603)	97	(506)
Proceeds from investments	1	1,841	(734)	1,107	883	(340)	543
Amounts paid to investment entity subsidiaries	1	–	(1,537)	(1,537)	–	(674)	(674)
Amounts received from investment entity subsidiaries	1	–	865	865	–	580	580
Net cash flow from derivatives		113	–	113	69	–	69
Portfolio interest received	1	11	(5)	6	8	(3)	5
Portfolio dividends received	1	515	(95)	420	500	(134)	366
Portfolio fees received		7	–	7	12	–	12
Fees received from external funds		65	–	65	74	–	74
Carried interest and performance fees received		44	–	44	58	–	58
Carried interest and performance fees paid	1	(521)	498	(23)	(778)	725	(53)
Operating expenses paid	1	(123)	1	(122)	(121)	–	(121)
Co-investment loans (paid)/received	1	(40)	5	(35)	42	(37)	5
Tax paid		(3)	–	(3)	(3)	–	(3)
Other cash income	1	1	–	1	3	(1)	2
Other cash expenses	1	(11)	1	(10)	–	–	–
Interest received	1	18	(3)	15	13	(4)	9
Net cash flow from operating activities		735	28	763	157	209	366
Cash flow from financing activities
Issue of shares		1	–	1	1	–	1
Dividends paid		(625)	–	(625)	(541)	–	(541)
Proceeds from long-term borrowing		–	–	–	422	–	422
Lease payments		(6)	–	(6)	(6)	–	(6)
Interest paid		(60)	–	(60)	(40)	–	(40)
Net cash flow from financing activities		(690)	–	(690)	(164)	–	(164)
Cash flow from investing activities
Purchase of property, plant and equipment		(16)	–	(16)	(3)	–	(3)
Net cash flow from investing activities		(16)	–	(16)	(3)	–	(3)
Change in cash and cash equivalents	2	29	28	57	(10)	209	199
Cash and cash equivalents at the start of year	2	396	(38)	358	412	(250)	162
Effect of exchange rate fluctuations	1	(2)	(1)	(3)	(6)	3	(3)
Cash and cash equivalents at the end of year	2	423	(11)	412	396	(38)	358

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

Footnotes to the Reconciliation of consolidated cash flow statement above:

1The Consolidated cash flow statement is impacted by the application of IFRS 10 as cash flows to and from Investment entity subsidiaries are disclosed, rather than the cash flows to and from the underlying portfolio. Therefore

in our Investment basis financial statements, we have disclosed our cash flow statement on a “look through” basis, in order to reflect the underlying sources and uses of cash flows and disclose the underlying investment activity.

2There is a difference between the change in cash and cash equivalents of the Investment basis financial statements and the IFRS financial statements because there are cash balances held in Investment entity subsidiaries.

Cash held within Investment entity subsidiaries will not be shown in the IFRS statements but will be seen in the Investment basis statements.

3i Group plc | Annual report and accounts 2025 79

Performance and risk

Alternative Performance Measures (“APMs”)

We assess our performance using a variety of measures that are not specifically defined under IFRS and are therefore termed APMs.

The APMs that we use may not be directly comparable with those used by other companies. Our Investment basis is itself an APM.

The explanation of and rationale for the Investment basis and its reconciliation to IFRS is provided on page 75. The table below defines

our additional APMs.

	Purpose	Calculation	Reconciliation to IFRS
	Gross investment return as a percentage of opening portfolio value
	A measure of the performance of our proprietary investment portfolio.	It is calculated as the gross investment return, as shown in the Investment basis Consolidated statement of comprehensive income, as a % of the opening portfolio value.	The equivalent balances under IFRS and the reconciliation to the Investment basis are shown in the Reconciliation of the consolidated statement of comprehensive income and the Reconciliation of the consolidated statement of financial position respectively.
					Page 16 for KPIs
	Cash realisations
	Cash proceeds from our investments support our returns to shareholders, as well as our ability to invest in new opportunities.	The cash received from the disposal of investments in the year as shown in the Investment basis Consolidated cash flow statement.	The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of the consolidated cash flow statement.
					Page 16 f or KPIs
	Cash investment
	Identifying new opportunities in which to invest proprietary capital is the primary driver of the Group’s ability to deliver attractive returns.	The cash paid to acquire investments in the year as shown on the Investment basis Consolidated cash flow statement.	The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of the consolidated cash flow statement.
					Page 17 for KPIs
	Operating cash profit
	By covering the cash cost of running the business with cash income, we reduce the potential dilution of capital returns.	The cash income from the portfolio (interest, dividends and fees) together with fees received from external funds less cash operating expenses and leases payments as shown on the Investment basis Consolidated cash flow statement. The calculation is shown in Table 11 of the Financial review.	The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of the consolidated cash flow statement.
					Page 17 for KPIs
			Net (debt)/cash
	A measure of the available cash to invest in the business and an indicator of the financial risk in the Group’s balance sheet.		Cash and cash equivalents plus deposits less loans and borrowings as shown on the Investment basis Consolidated statement of financial position.	The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of the consolidated statement of financial position.
	Gearing
	A measure of the financial risk in the Group’s balance sheet.	Net debt (as defined above) as a % of the Group’s net assets under the Investment basis. It cannot be less than zero.	The equivalent balance under IFRS and the reconciliation to the Investment basis is shown in the Reconciliation of the consolidated statement of financial position.

3i Group plc | Annual report and accounts 2025 80

Performance and risk

Risk management

Effective risk management underpins

the successful delivery of our strategy

and longer-term sustainability of the

business. Our values and culture

are integral to our approach to risk

management.

Understanding our risk appetite

As both an investor and asset manager, 3i is in the business of taking

risks in order to seek to achieve its targeted returns for shareholders

and other investors.

The Board approves the strategic objectives that determine the level

and types of risk that 3i is prepared to accept. The Board reviews 3i’s

strategic objectives and associated risk appetite at least annually.

The Group’s risk management framework is designed to support

the delivery of the Group’s strategic objectives and the longer-term

sustainability of the business and its investment portfolio, within

the agreed risk appetite parameters.

3i’s Risk appetite statement, which is consistent with previous years,

is built on rigorous and comprehensive investment procedures

and conservative capital management. Please refer to page 81

for further details.

Values and culture

Strong values and institutional culture are integral to our approach

to risk management and are embedded in 3i’s approach to risk

governance, described in the next section, led by the Board and the

Chief Executive. To underpin this, 3i has in place a comprehensive

compliance manual, code of conduct and policy framework,

supported by a systematic programme of refresher training and

independent monitoring.

Members of the Executive Committee are responsible for ensuring

individual behaviours meet the Group’s high standards of conduct

across their respective business or functional areas. All employees

share the responsibility for upholding 3i’s strong control culture and

supporting effective risk management. Senior managers, typically

those who report to Executive Committee members, are required

to confirm their individual and business area compliance annually.

In addition, all staff are required to comply with regulatory conduct

rules, complete an annual verification questionnaire, and are

assessed on how they demonstrate 3i’s values as part of their annual

appraisal. 3i’s global policies and procedures are reinforced through

an annual e-learning programme covering topics such as financial

crime, anti-bribery and money laundering, market abuse, preventing

tax evasion, data protection, and regulatory conduct rules.

Finally, the Remuneration Committee is responsible for ensuring the

Group’s remuneration policy is aligned with the Group’s culture and

values, weighted towards variable compensation dependent

on performance, and does not encourage inappropriate or excessive

risk taking. More specifically, our investment teams, which are

responsible for investment origination and asset management, have

reward structures specifically designed to ensure alignment with

the Group’s investment objectives and risk management appetite.

Approach to risk governance

The Board is responsible for risk assessment, the risk management

process and the protection of the Group’s reputation, brand integrity

and longer-term sustainability. It considers the most significant

current and emerging risks facing the Group using a range of

quantitative data and analyses where possible. These include: vintage

controls which consider the portfolio concentration by geography

and sector; periodic reporting of financial and non-financial KPIs from

the portfolio, including leverage levels and sustainability indicators;

and liquidity reporting. Longer-term and new and emerging risks are

evaluated as part of the strategic review process and development

of the Group’s investment strategy.

Board oversight is exercised through the Audit and Compliance

Committee which focuses on: upholding standards of integrity;

financial and non-financial reporting; risk management; going

concern and resilience; and internal control. This includes monitoring

and reviewing the effectiveness of the risk management and internal

control systems. The Audit and Compliance Committee’s activities

are discussed further in its report on pages 121 to 126.

The Investment Committee oversees the investment pipeline

development and approves new investments, significant portfolio

changes and divestments. It is integral to ensuring a consistent

approach to managing the Group’s most material risks. This includes

alignment with 3i’s financial and strategic objectives and risk appetite

and ensuring that the long-term sustainability of portfolio companies

is taken into consideration.

The Board has delegated the responsibility for risk oversight to the

Chief Executive. He is assisted by the Group Risk Committee (“GRC”)

in managing this responsibility and is guided by the Board’s appetite

for risk and any specific limits set. The GRC maintains the Group risk

review, which summarises the Group’s principal risks, associated

mitigating actions and key risk indicators and identifies any changes

to the Group’s risk profile. The review also incorporates a watch list

of new and emerging risks for monitoring and risk mitigation

purposes. The risk review takes place four times a year, with the last

review in May 2025. The Chief Executive provides updates after each

meeting to the Audit and Compliance Committee.

Pages 82-84

Read more about the Group’s risk governance framework

3i Group plc | Annual report and accounts 2025 81

Performance and risk

Risk management continued

Risk appetite Our risk appetite is defined by our strategic objectives. We invest capital in businesses to deliver capital returns, and portfolio and fund management cash income to cover our costs and increase returns to our investors. As proprietary capital investors, we have a long-term, responsible approach. Investment risk The substantial majority of the Group’s capital is invested in our long-term hold portfolio (Action and Royal Sanders) and in Private Equity. Before the Group commits to a Private Equity investment, we assess the opportunity using the following criteria: • return objective: individually assessed and subject to a minimum target of a 2x money multiple over four to six years; • geographic focus: headquartered in our core markets of Europe and North America; • sector expertise: focus on Consumer & Private Label, Healthcare, Industrial, Services & Software; • responsible investment: all investments are screened against the criteria and exclusions set out in our Responsible Investment policy; and • vintage: invest up to £750 million per annum in four to seven new investments in companies with an enterprise value range of €100 million to €500 million at investment. If a Private Equity portfolio company exhibits particularly strong compounding characteristics, is cash generative with an EBITDA of c.€/$100 million, and can continue to meet a 15% return hurdle, the Group may conclude that it is in the interest of shareholders, and consistent with our strategic objectives to hold an investment for a longer period of time. Investments made by 3iN need to be consistent with 3iN’s overall return target of 8% to 10% over the medium term and generate a mix of capital and income returns. Other Infrastructure investments made by the Group should be capable of delivering capital growth and fund management fees which together generate mid-teen returns. All Infrastructure investments are also subject to the criteria set out in the Group’s Responsible Investment policy. Capital management 3i adopts a conservative approach to managing its capital resources as follows: • the Group aims to operate within a range of net cash equivalent to c.2.5% of NAV and a level of net debt equivalent to c.5% of NAV, with tolerance to operate outside of this range on a short-term basis and up to a gearing level of 15% dependent on investment and realisation flows. The Group may raise debt, or use other financing from time to time, to manage investment and realisation flows. The Group has no appetite for structural gearing; the achievement of its returns objectives is not reliant on gearing; • the Group manages liquidity conservatively; maintaining an RCF to provide additional committed liquidity and financial flexibility, and monitoring using a framework that assesses forecast cash flows and a broader range of factors; • the Group accepts a degree of currency exposure risk with respect to its investment portfolio, but aims to partially reduce the impact of currency movements on its net asset value through a combination of matching currency realisations with investments and the use of its euro and US dollar foreign exchange hedging programmes, taking into account the associated costs and liquidity risks. These portfolio hedging programmes had a total size of €2.0 billion and $1.2 billion respectively during FY2025; the euro hedge was increased by €0.4 billion in April 2025; • in addition, the Group may hedge specific assets or exposures where appropriate; for example, in relation to currency exposures on Scandlines (€600 million hedging programme); and • we have limited appetite for the dilution of capital returns as a result of operating and interest expenses. All our business lines generate cash income to mitigate this risk.

3i Group plc | Annual report and accounts 2025 82

Performance and risk

Risk management continued

Role of the Investment Committee

Our Investment Committee is fundamental to the management

of investment risk. It is involved in and approves every material step

of the investment, portfolio management and realisation process.

3i’s approach to portfolio construction is built on originating

opportunities thematically and investing selectively in businesses that

benefit from sustainable long-term structural growth. Integral to this

thematic approach is the identification of new and emerging risks

and opportunities, in areas such as consumer preferences; the

environment and sustainability; technological change; and

demographic and social trends.

New investment opportunities are considered at the outset of the

investment process. Investment proposals cover the expected

benefit of operational improvements, growth initiatives, sustainability

initiatives, and M&A activity, that will be driven by a combination of

our investment professionals and the portfolio company’s

management team. They will also include a view on the likely exit

strategy and timing. All proposed investments are screened against

3i’s Responsible Investment policy.

In evaluating new and existing investments, including those in the

longer-term hold portfolio and re-investment therein, the Investment

Committee considers potential reputational risks and broader

sustainability developments and trends. The latter includes the risks

and opportunities in relation to the environmental and social aspects

of each company’s products and services, the markets in which they

operate, and the supply chain. Investment cases may include

consideration of the feasibility and cost of initiatives to reduce

the company’s environmental footprint, where material.

After investing, 3i works with portfolio companies’ management to

manage risks and invest in initiatives that support sustainable long-

term growth, whilst closely monitoring each investment case:

• our monthly portfolio monitoring reviews assess current

performance against budget, prior year and a set of traffic light

indicators and bespoke, forward-looking financial and non-financial

KPIs;

• we hold semi-annual in-depth reviews of our portfolio companies.

These focus on the longer-term performance and plan for the

investment compared to the original investment case, together

with any strategic developments, an assessment of sustainability

risks and opportunities, and market outlook; and

• where necessary, additional reviews may take place for assets

where there are more significant operational challenges or where

there have been specific external developments that may have an

impact on the portfolio or a specific sector (changing tariff regimes,

supply chain disruptions or adverse market conditions and

restrictions). As part of this process, leverage, banking covenants

and counterparty risks are closely monitored across the portfolio.

Our monitoring processes consider instances where individual

portfolio company underperformance could have adverse

reputational consequences for the Group, even though the value

impact may not be material.

The monthly portfolio monitoring reviews and the semi-annual

reviews are attended by the Investment Committee and the senior

members of the investment teams. Non-executive Directors also

have the opportunity to attend the semi-annual reviews.

Finally, we recognise the need to plan and execute a successful

exit at the optimum time, taking consideration of market conditions.

This exit risk is closely linked to the external economic environment.

Exit plans are refreshed where appropriate in the semi-annual

portfolio reviews and the divestment process is clearly defined

and overseen by the Investment Committee.

We regularly review our internal processes and investment decisions

in light of actual outcomes. This includes periodic back-testing of the

more recent Private Equity investments by comparing their

performance and forecast returns on exit against the original

investment case presented at the time of the investment.

Role of the Group Risk Committee

The quarterly Group risk review process includes an analysis of key

developments since its last review; new and emerging risks; and the

key strategic and financial metrics (such as KPIs) considered to be

indicators of potential changes in the Group’s risk profile. The GRC

uses this information to determine and review its principal risks and

the implications of any new and emerging risks.

It then evaluates the impact and likelihood of each principal risk in

the context of the Group’s strategic objectives, risk appetite and with

reference to associated measures and KPIs. The adequacy of the

mitigation plans is then assessed and, if necessary, additional actions

are agreed and reviewed at the subsequent meeting. A report

summarising the key conclusions of each GRC meeting together with

a copy of the risk review report is provided to the Audit and

Compliance Committee, which provides independent oversight of

the work of the GRC, as described on pages 121 to 126.

3i Group plc | Annual report and accounts 2025 83

Performance and risk

Risk management continued

A number of focus topics are also agreed in advance of each

meeting. In FY2025, the GRC covered the following:

• a review of the Group’s IT framework including cyber security,

systems developments, the use of artificial intelligence tools, IT

provider concentration risk, and IT resilience;

• an update on the Group’s business continuity and resilience

planning and testing, including oversight of third-party suppliers;

• a review of the Group’s stress tests to support its Going concern,

Viability and Resilience statements;

• semi-annual updates from the investment business lines on

sustainability issues and themes with respect to the Group’s

portfolio companies, including progress with emissions reporting

and the setting of near-term science-based emission reduction

targets; CSRD readiness; and the development and deployment of

a human rights risk management framework;

• an assessment of the cyber maturity of the portfolio and the actions

taken by the Group’s portfolio companies to manage cyber risk;

• semi-annual updates from 3i’s Sustainability Committee, including

TCFD reporting; progress against science-based targets;

monitoring and assessment of climate-related physical and

transition risks, and of nature-related risks in the portfolio;

• ad-hoc updates on specific external and/or portfolio

developments, including the consideration of risks from changes

in US policy, and assessing risks associated with volatility in capital

markets; and

• the proposed risk disclosures in the FY2025 Annual report

and accounts.

There were no significant changes to the GRC’s overall approach

to risk governance or its operation in FY2025. This approach is

benchmarked from time to time against a peer group of private

equity investment trusts, European investment companies, traditional

asset managers and a selection of US alternative asset managers

to ensure it remains fit for purpose.

The GRC also receives an update on the Group’s risk log which is

used to record operational risk incidents and near misses. The Board

and Executive Committee have a very limited tolerance for

operational risk events and errors. Accordingly, a relatively low

reporting threshold is applied. This involves both a qualitative and

quantitative impact assessment; any financial losses or exposures

greater than £20,000 must be reported.

The risk log is also used to record incidents at portfolio companies

which could impact 3i’s reputation as an investor or where 3i may

have regulatory reporting obligations. Examples include fraud, cyber

security, data protection, health and safety, and litigation. The

responsible 3i investment team is required to set out the risk

mitigation steps being undertaken and provide updates on progress.

Role of the Sustainability Committee

The Group’s Sustainability Committee provides input and advice

on developing the Group’s sustainability strategy; the assessment

and management of relevant sustainability risk and opportunities;

regulatory and reporting obligations; and coordination of

sustainability-related activities and initiatives.

The GRC receives semi-annual updates on the work of the

Committee as part of its risk review process. Refer to the

Sustainability section on pages 39 to 68 for further details.

Related risk management activities

3i’s risk management framework is augmented by a separate Risk

Management function (“function”) which has specific responsibilities

under the FCA’s Investment Funds sourcebook and is functionally

and hierarchically separate from the investment teams. It considers

the separate risk reports for each Alternative Investment Fund (“AIF”)

managed by the Group, including areas such as portfolio

composition, portfolio valuation, operational updates and team

changes, which are then considered by the GRC. The function meets

ahead of the GRC meetings to consider the AIF risk reports, and also

to discuss any key developments that might impact the principal risks

affecting the Group.

In practice, the Group operates a “three lines of defence” framework

to support the identification and management of risk. These are:

(1) First line – line management across our business lines and

professional services teams.

(2) Second line – teams with specific oversight and control

responsibilities – for example, Compliance, HR, Finance and IT –

and oversight and challenge by the GRC.

(3) Third line – Internal Audit, which provides independent assurance

over the operation of the Group’s risk management framework

and the internal controls designed to manage and mitigate risk.

Our responsible investment policy

www.3i.com/sustainability/sustainability-policies

3i Group plc | Annual report and accounts 2025 84

Performance and risk

Integrated approach to risk management

3i’s approach to risk management consists of a number of interrelated processes, illustrated

below, the operation of which is overseen by a combination of the Investment Committee,

Executive Committee, Group Risk Committee and Sustainability Committee.

l	Responsibility of Investment Committee
l	Responsibility of Group Risk Committee
l	Responsibility of Sustainability Committee

Six-monthly portfolio company reviews and monthly updates Valuation process and monitoring Oversight by Group Risk Committee Regular Board and Audit and Compliance Committee updates Board review of business line plans and Group strategic model Approval of strategic objectives Review of organisational capability, diversity and succession plans

	Regular monitoring of market, economic and geopolitical developments Analysis of technological, societal and demographic changes and trends			Setting of sustainability strategy covering responsible investment, people and corporate citizenship Assessment of long-term sustainability and reputational risk profile of portfolio companies Oversight of sustainability regulatory reporting requirements and associated processes, eg TCFD
		Our purpose
		Attractive returns Responsible approach Driving sustainable growth
	Investment Committee operates investment strategy, vintage control and asset management			Board review of risk appetite covering investment risk and capital management Setting of an appropriate conduct and culture framework and policies Alignment with remuneration strategy

Treasury policy and control framework, including oversight of Treasury Transactions Committee, as required Annual Board review of Treasury policy and strategy Group Risk Committee review and monitoring of risk mitigation plans Assessment of principal, new and emerging risks Development and testing of viability and going concern scenarios

Page 80

Further details of the risk governance structure

3i Group plc | Annual report and accounts 2025 85

Performance and risk

Principal risks and mitigations –

aligning risk to our strategic objectives

Business and risk environment in FY2025

We define our principal risks as those that have the potential

to impact materially the delivery of our strategic objectives. During

the year, the Directors considered a robust assessment of the

principal risks and new and emerging risks facing the Group,

including those that would threaten its business model, future

performance, solvency or liquidity. Further details can be found in

the Audit and Compliance Committee report on pages 121 to 126.

This section provides an overview of the Group’s principal risks,

new and emerging risks, and the key matters considered during

the year as part of the risk assessment process.

The Group’s overall principal risk profile, summarised on pages 88

to 93, has remained relatively stable although the precise nature

of the individual risks may have evolved. The main changes agreed

by the GRC were:

• for the reasons noted below under External, “Global economic

uncertainty” and “Geopolitical and policy risks” are considered

to be higher compared to last year and are expected to remain

elevated in the short term. Geopolitical risk has been broadened

to specifically include changes to government policies, United

States trade policy in particular, given their significance and

potential impact on global markets;

• “Volatility in capital markets, foreign exchange and commodities”

risk increased as markets reacted to slowing growth forecasts, the

fear of potential recession and differentials in interest rates and

inflation between the United States and Europe;

• the “Impact of higher interest rates on debt markets and pricing

of specific asset classes” reduced over the year as interest rates

stabilised/decreased in some geographies and there being an

expectation for further rate cuts albeit at a slower pace than

previously expected;

• the risk of “Lower investment or realisation rates” increased as

despite there being some improvement in private market deal

activity, the factors mentioned above dampened potential buyer/

seller appetite and further compounded by limited liquidity in the

private market; and

• the promotion of “Cyber risks” from our watch list to principal risk,

reflecting greater digital-dependency and use of online platforms

within 3i and certain large portfolio companies, and a heightened

and increasingly artificial intelligence enabled threat landscape.

The Group’s principal risk mitigation plans, which are subject to

regular review by the GRC, have not required any notable changes

during the year.

External

External risks are the risks to our business which are usually outside

of our direct control such as political, economic, environmental,

social, regulatory and competitor risks.

Global economic uncertainty and geopolitical risks were a focal point

of discussion for the GRC over the past year. Of particular concern

were the scope and duration of conflict in Russia/Ukraine and in the

Middle East, and the potential for broader escalation; and the risk

of trade wars through the imposition of tariffs triggering retaliatory

tariffs and trade restrictions. While the impact of these on the

portfolio has been limited to date, these have the potential, inter alia,

to increase market volatility and disrupt supply chains, which could

affect the operations of some of 3i’s portfolio companies and impact

3i’s investment and realisation plans.

The main focus of the GRC has been on understanding how these

changes potentially play out across the different geographies and

sectors in which 3i’s portfolio companies operate, supply chain risks,

and the impact on deal activity. Measures and initiatives put in place

have enabled most portfolio companies to manage their

performance through various economic headwinds. This is reflected

in the continued positive momentum in the overall portfolio

performance across both business lines; in particular, investments in

consumer and private label, healthcare, industrial and infrastructure.

The Group’s resilience assessment and viability testing covers

a range of stress test scenarios including a number of severe

yet plausible external events linked back to the Group’s principal

risks. Further details can be found in the Group’s Resilience

statement on pages 127 to 129. As part of its overall resilience

planning, 3i continues to maintain a conservative approach to

managing its capital resources and costs.

Sustainability considerations are an important component

of our strategic and investment objectives and approach to risk

management. Further information on work done in relation to

Sustainability reporting and compliance obligations, including TCFD-

aligned reporting, and our approach to climate-related risk and

opportunities can be found in the Sustainability section on pages

39 to 68.

Investment

The Investment Committee is responsible for managing the Group’s

investment risks. The focus of the quarterly GRC meetings is on 3i’s

investment outcomes in the context of the Group’s risk appetite,

overall risk profile and potential risks to the achievement of its

strategic objectives.

The core areas of the Group’s investment strategy and focus remain

unchanged, although delivery of these continues to be refined in

terms of approach, resourcing and processes. The underlying views

on key long-term risks and trends remains consistent with last year.

During the year, the GRC discussed the gradual resurgence in deal

activity and, more recently, changes to market sentiment brought

about by increasing geopolitical and macro-economic uncertainty,

which had the potential to delay new investment and planned

realisations in the private capital market in 2025. A very selective and

disciplined approach to investment remains appropriate in the

current market.

The performance of Action and the associated risk of potential

underperformance and impact on the Group was discussed at the

GRC. Action’s strong cash-generative characteristics and sector-

leading growth continues to underpin the resilience of the business,

and the GRC concluded no change was required to the risk

assessment.

The performance risk assessment for the portfolio, excluding Action,

has been stable over the period, reflecting resilient performance by

the majority of the portfolio, partly offset by mixed performance by a

minority of companies in more challenged sectors.

Notwithstanding the challenging external environment described

previously, portfolio performance continues to benefit from:

a combination of the diversity and structure of the portfolio;

a disciplined approach to investment and exit planning; and

mitigating steps taken to address cost pressures and weaker

consumer demand where there is a particular exposure.

3i Group plc | Annual report and accounts 2025 86

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

Our investment and portfolio monitoring processes continue

to evolve in response to new and evolving risks. 3i’s Responsible

Investment policy and minimum requirements provide our

expectations for what portfolio companies should be doing or

commit to doing, to manage sustainability risks and explore

sustainability opportunities facing their business. Our sustainability

due diligence on new investments has continued to evolve,

becoming more targeted with an in-depth assessment process,

together with enhanced standards and a clearer sustainability

maturity roadmap to support portfolio companies.

The GRC receives updates on the work of the Sustainability

Committee and progress with sustainability initiatives across

the portfolio. Good progress has been made in advancing

the sustainability maturity of the portfolio and in setting near-term

science-based emissions reduction targets across the portfolio.

Operational

3i’s operational risk profile has remained stable over the year.

Attracting and retaining key people remains a principal risk and

significant operational priority. The market for talented and qualified

candidates remains competitive, and our ability to recruit, develop

and retain key people is crucial to our continued success. Our overall

risk assessment is unchanged.

During the year, the Group experienced modest levels of voluntary

staff turnover; 7.6% in FY2025. This reflects 3i’s strong performance

and helps to underpin the longer-term resilience of the business.

Our Remuneration Committee ensures that our compensation

arrangements are in line with market practice and consistent with

sound risk management. These arrangements include carried interest

schemes for investment executives, an important long-term incentive,

which rewards cash-to-cash returns.

The effective on-boarding and integration of new hires remains

a priority and is an important part of maintaining a cohesive Group

culture and good control mindset.

Detailed succession plans are in place for each business area.

The Board completed its last formal annual review of the Group’s

organisational capability and succession plans in September 2024.

The GRC also receives updates on IT security and operational

resilience. 3i has continued to operate robust and secure IT systems

supported by key third-party service providers. There were no

significant IT performance or security issues in the period. 3i

continues to review and refresh its IT systems, device strategy, and

cyber security framework. 3i engages the services of a leading cyber

security services company, including a part-time Chief Information

Security Officer, which provides ready access to intelligence and

expert advice on new and emerging cyber security threats.

Incident management, business continuity, and disaster recovery

plans are reviewed at least annually. This includes consideration of

a broad range of severe but plausible business disruption scenarios

and incorporates an assessment of third-party supplier risks.

Fraud risk is considered on a regular basis. 3i has a robust fraud risk

assessment and anti-fraud programme in place. The latter includes

fraud prevention work by Internal Audit, awareness training and

provision of an independent reporting service or hotline accessible

by all staff. The Group’s cyber security programme also aims to

identify and mitigate the risks of third-party frauds, for example,

ransomware and phishing attacks, through the use of IT security tools,

internal and external vulnerability testing, and regular staff training.

Capital management

3i continues to maintain a conservative approach to managing its

capital resources and has operated within the limits set out in its Risk

appetite statement on page 81, and in accordance with the Treasury

policy approved by the Board. The latter includes a detailed liquidity

and currency exposure risk monitoring and reporting framework,

incorporating a range of quantitative and qualitative measures and

associated risk tolerance levels.

During the year, S&P and Moody’s upgraded the Group’s long-term

issuer credit ratings. The Group’s S&P credit rating improved from

BBB+ to A-, and the Moodys credit rating improved from Baa1 to A3,

with Stable outlook for both ratings.

Accordingly, there are currently no principal risks in relation to capital

management.

New and emerging risks

The key elements to 3i’s approach to identifying and monitoring new

and emerging risks include the following:

• a thematic approach to investment origination and portfolio

construction , which involves consideration of emerging risks

and trends that can support long-term sustainable growth in the

portfolio;

• the quarterly review by the GRC of significant developments which

could potentially impact the Group’s risk profile and the

achievement of its strategic objectives;

• maintenance of a watch list of risks which are deemed of sufficient

importance to require active monitoring by the GRC, but are not

currently regarded as risks to the achievement of the Group’s

strategic objectives; and

• monitoring of developments by 3i’s professional service teams,

covering their respective specialist areas such as tax, legal and

regulatory compliance, and sustainability.

3i’s thematic approach to investment origination and portfolio

construction is developed based on an analysis of new and emerging

risks and trends over a longer time horizon. The current themes

(pages 12 and 13) include: value-for-money and discount; energy

transition, energy security and resource scarcity; digitalisation, digital

transformation and big data; and demographic and social change.

This approach enables 3i to adapt its investment strategy in a way

which manages longer-term risks whilst taking advantage of the

upside opportunities.

3i Group plc | Annual report and accounts 2025 87

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

The Board carries out an in-depth annual strategic review which

includes an update and discussion on current and emerging risks and

the Group’s risk appetite. The outputs are linked back to the work of

the GRC and the Investment Committee, the latter being responsible

for the execution of the investment strategy, including the

assessment and management of risks over the investment lifecycle.

The outputs also form part of our medium-term viability stress testing

and long-term business resilience assessment (pages 127 to 129).

New and emerging sustainability risks are factored into the

development of 3i’s investment themes. In addition, changes in

legislation and reporting requirements are closely monitored.

Investment opportunities are screened at an early stage against 3i’s

Responsible Investment policy to filter out any which are exposed to

excessive risks. Once invested, we monitor sustainability risks closely

and use our influence to support our portfolio companies across a

range of sustainability-related areas, including improvements in risk

management processes; addressing emerging regulations and

legislation; and encouraging the development of more

environmentally and socially sustainable behaviours. 3i also has the

flexibility to sell investments that become or have the potential to

become overly exposed to sustainability risks. Further information

can be found in the Sustainability section on pages 39 to 68.

The quarterly GRC risk review considers any significant developments

which could impact the Group’s principal risks and the achievement

of its strategic objectives. The areas of risk considered include

external developments, investment outcomes, the Group’s capital

management and operational risks. External developments typically

cover geopolitical developments, the economic outlook and market

performance. The focus is on near to medium-term emerging risks

and trends. Based on this analysis, the GRC reviews the need to

update principal risks and initiate or change the risk mitigation plan.

The Group’s current principal risks and risk mitigation plan are

summarised on pages 88 to 93.

In addition to the review of principal risks, the GRC maintains a watch

list of risks which are deemed of sufficient importance to require

active monitoring by the GRC, but are not currently regarded as risks

to the achievement of the Group’s strategic objectives. This includes

new and emerging risks. The watch list sets out details of how these

risks are being mitigated and any further actions agreed by the GRC.

Risks on the watch list may be reclassified as principal risks and vice

versa based on the GRC’s assessment.

During the year, cyber risks was promoted from the watch list to

a principal risk and broadened to include the impact of artificial

intelligence technology. The other risks on the watch list are

unchanged from last year and have continued to evolve.

These include:

• external environment – UK/EU trading relationships; increased

sustainability reporting and compliance obligations; reputational

risks in relation to the private equity industry; and the potential

re-emergence of a global pandemic;

• investment outcomes – portfolio concentration; and

• operations – third-party supplier resilience.

The risk mitigation plans for risks on the watch list are reviewed

quarterly by the GRC and are broadly unchanged from last year.

Outlook

The longer-term economic outlook continues to be affected by

a number of factors including lower growth forecasts; persistent

inflation; cost-of-living pressures; interest rates being kept higher for

longer; and increasing geopolitical and trade tensions. Whilst there

have been some positive economic indicators, our outlook remains

cautious in view of the number of potential downside factors which

could impact economic growth and market volatility.

3i’s business model, its disciplined approach to investment, active

portfolio management, and diverse investment portfolio have been

resilient to the challenges of the past year. This resilience has also

been confirmed in the results of the latest stress tests carried out as

part of our viability assessment.

Our conservative approach to managing capital resources and our

exposure to Action, private label, infrastructure and healthcare, should

all offer various forms of downside protection.

3i continues to work closely with portfolio management teams to

support their respective business and contingency plans, in response

to challenging economic and market conditions. Where appropriate,

enhanced portfolio monitoring and reporting processes may be put

in place to support portfolio companies through more difficult periods

and to identify possible further actions.

We have a clear and consistent strategy and a disciplined approach

to investment whilst looking to put more capital behind those

portfolio companies we already know well. We expect competition

for the best assets in our sectors to remain intense and prices high.

Accordingly, our focus remains on identifying attractive and sensibly

priced new investments and value-accretive bolt-on acquisitions for

our portfolio companies.

3i Group plc | Annual report and accounts 2025 88

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

The disclosures on the following pages are not an exhaustive list of risks and

uncertainties faced by the Group, but rather a summary of the principal risks which are

regularly reviewed by the GRC and the Board, and have the potential to affect materially

the achievement of the Group’s strategic objectives and impact its financial performance,

reputation and brand integrity.

Movements in risk status and link to strategic objectives
	Risk exposure has increased		Grow investment portfolio earnings		Realise investments with good cash‑to‑cash returns		Maintain an operating cash profit
	No significant change in risk exposure		Use our strong balance sheet		Increase shareholder distributions
	Risk exposure has decreased

External
Principal risk Global economic uncertainty
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • Impacts general market confidence and risk appetite • Higher risk of market volatility, price shocks or a significant market correction • Potential for extended period of higher inflation and interest rates • Limits earnings growth or reduces NAV owing to contraction of earnings in our investments and/or changes in multiples and discount rates used for their valuation • Increases liquidity or covenant risks across the portfolio or limits ability to refinance our investments • Leads to reduced M&A volumes in 3i’s core markets, economic instability and lower growth, which impacts investment portfolio exit plans and realisation levels		Risk management and mitigation • Regular portfolio company reviews and Investment Committee focus on investment strategy, exit processes and refinancing strategies • Monthly portfolio monitoring to identify and address portfolio issues promptly • Monitoring of valuations and application of the valuations policy by the Valuations Committee • Regular liquidity and currency monitoring and strategic reviews of the Group’s balance sheet • Regular review of resourcing and key man exposures as part of business line reviews and the portfolio company review process • Overall shape and resilience of the portfolio		FY2025 outcome • In the longer-term portfolio, both Action and Royal Sanders continue to deliver strong growth • The rest of the portfolio performed resiliently; a small number of assets continue to experience weaker end- markets • Overall value growth of £4,839 million and Group GIR of 24% for the year • Low Group gearing of 3% and liquidity of £1,323 million, including our undrawn RCF of £900 million

3i Group plc | Annual report and accounts 2025 89

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

External continued
Principal risk Geopolitical and policy risks
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • Indirect operational impact, e.g.  third- party suppliers or supply chain disruption • Impact of higher energy and commodity prices, price shocks and supply chain issues • Increased transportation times and costs • Increased number and complexity of sanctions and tariff regimes • Direct or indirect reputational risks, e.g. exposures to Russia • Impact on NAV through contraction of Private Equity portfolio earnings or changes in valuation multiples • Reduced realisation potential, impacting shareholder returns • Reduced viability of certain business models, and the attractiveness of certain geographies and markets		Risk management and mitigation • Detailed scenario and contingency planning at the portfolio company level • Steps taken by portfolio companies to manage through an extended period of disruption • Regular assessment of portfolio company operations and performance • Sanctions policy and monitoring • Long-term approach to valuation multiples • Strong network of engaged advisers along with 3i internal team’s awareness • Monitoring of current global and local initiatives and potential changes		FY2025 outcome • Contingency plans in place to address key risks and subject to review as part of the portfolio company review process • Continued monitoring of headwinds faced from international conflict (and a broader expansion), and of the imposition of tariffs and trade restrictions • Supply side constraints and price inflation continue to be closely managed and monitored across the portfolio

Principal risk Volatility in capital markets, foreign exchange and commodities
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • May impact portfolio company valuations and realisation processes • Increases risks with exit plans and bank financing • Potential for large equity market fall to impact asset valuations • Unhedged foreign exchange rate movements impact total return and NAV • Impact of higher energy and commodity prices, price shocks and supply chain issues		Risk management and mitigation • Portfolio company reviews focus on investment strategy, exit plans and refinancing strategies • Long-term, through-the-cycle approach to setting valuation multiples • Active management of exit strategies by Investment Committee to enable us to adapt to market conditions • Regular liquidity and currency monitoring, and strategic reviews of the Group’s balance sheet • Foreign exchange hedging programmes and management of investment and realisation currency flows		FY2025 outcome • Strong portfolio performance, demonstrating resilience, leading to an increase in portfolio value in the year • Continuation of euro and US dollar medium-term foreign exchange hedging programme. These portfolio hedging programmes had a total size of €2.6 billion and $1.2 billion respectively during FY2025; the euro hedge was increased by €0.4 billion in April 2025 • Foreign exchange exposures at the portfolio company level monitored and hedged where appropriate • At 31 March 2025, 79% of net assets denominated in euros or US dollars. Sterling strengthened by 2% against the euro and  2%  against the US dollar and as a result, we generated a total foreign exchange translation loss of £ 259 million (2024: £316 million loss) net of hedging in the year

3i Group plc | Annual report and accounts 2025 90

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

External continued
Principal risk Impact of higher interest rates on debt markets and pricing of specific assets
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • Higher risk of market volatility, price shocks or a significant market correction • Limits earnings growth or reduces NAV owing to contraction of earnings in our investments and/or changes in multiples and discount rates used for their valuation • Increases liquidity or covenant risks across the portfolio or limits ability to refinance our investments • Impacts market confidence and risk appetite more generally		Risk management and mitigation • Regular portfolio company reviews, as well as Investment Committee focus on investment strategy, exit processes and refinancing strategies • Monthly portfolio monitoring, including financing arrangements, to identify and address issues promptly • Monitoring of valuations and application of the valuations policy by the Valuations Committee • Regular liquidity, currency and counterparty risk monitoring and strategic reviews of the Group’s balance sheet		FY2025 outcome • Strong performance of Action and resilient performance overall from the remainder of the portfolio led to an overall increase in portfolio valuation and Group GIR of 24% • Action continued to optimise its debt profile throughout the year and successfully raised a total of €2.1 billion in July 2024 • Action also completed two leverage- neutral amend-and-extend and repricing transactions saving c€33 million in recurring interest per annum • Low Group gearing of 3% and liquidity of £1,323 million, including our undrawn RCF of £900 million • Private Equity portfolio is funded with all-senior debt structures, with long- dated maturity profiles. As at 31 March 2025, 91% of portfolio company debt was repayable from 2028 to 2032 • Average leverage across the Private Equity portfolio was 2.9 x ( 31 March 2024: 2.7 x)

Principal risk Transaction execution challenges in current market
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • Reduced investment rates in Private Equity and Infrastructure, as a result of pricing challenges or market uncertainties • Risk of wider outcomes on core investment case assumptions, impacting returns • Market uncertainty may result in some attractive investment opportunities • Reduced level of realisations and refinancing		Risk management and mitigation • Strong central oversight and disciplined approach to investment pipeline and pricing • Active management of investments and exit strategies by Investment Committee • 3i’s local teams and networks facilitate the origination of off-market transactions		FY2025 outcome • Invested £1,182 million, including the £768 million reinvestment into Action and £318 million across three new investments • Completed 12 bolt-on acquisitions for the Private Equity portfolio • Completed two realisations in the Private Equity portfolio and realised proceeds of £1,827 million including £1,164 million proceeds received from Action’s capital restructuring

3i Group plc | Annual report and accounts 2025 91

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

Investment
Principal risk Underperformance of Action
Movement in risk status in FY2025 Link to strategic objectives		Potential impact • Reduction in NAV and realisation potential impacting shareholder returns • Impact on 3i’s reputation as an investor of proprietary capital • Materiality of the investment increases the potential impact and profile of underperformance • May set back specific strategic initiatives		Risk management and mitigation • Regular monthly monitoring to review operating performance, identify weaknesses and opportunities early and take action as appropriate • Additional asset monitoring and reporting, including 3i Chief Executive in the role of chair and 3i Chief Operating Officer being on the Action board • Sharing of any operational incidents, such as fraud and cyber breaches, to ensure appropriate remedial actions and monitoring		FY2025 outcome • Close monitoring of Action, including frequent performance updates to the 3i Board • Action generated a GIR of £4,551 million, or 32%, on its opening value • Action added 352 new stores during 2024 • 3i Chief Operating Officer joined the Action board in March 2025 • Refer to the Action case study on pages 20 to 23 for further details

Principal risk Underperformance of portfolio companies (ex-Action)
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • Reduction in NAV and realisation potential impacting shareholder returns • Impacts reputation as an investor of proprietary capital and as a manager of 3iN and other funds • May set back specific strategic initiatives • May impact long-term returns		Risk management and mitigation • Rigorous initial assessment of new investment opportunities to maintain quality of our investment pipeline • Monthly portfolio monitoring to review operating performance, identify weaknesses and opportunities early and act as appropriate • Active management of portfolio company Chair, CEO and CFO appointments • Sharing of any incidents of portfolio fraud and cyber breaches across investment teams to ensure monitoring is up to date		FY2025 outcome • Royal Sanders delivered very strong organic and acquisitive growth • 97% of our portfolio companies valued on an earnings basis grew their earnings over the last 12 months to 31 December 2024 • Close monitoring and adaptation of portfolio company exit plans • Liquidity support provided to Wilson

3i Group plc | Annual report and accounts 2025 92

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

Investment continued
Principal risk Lower investment or realisation rates
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • May impact longer-term returns and capital management and therefore ability to deliver strategic plan • May impact progress with specific strategic initiatives • May reduce staff morale and confidence • Cost base may not be sustainable • May impact Group’s reputation as an investor of proprietary capital and as a manager of 3iN and other funds • Increases the importance of the role of bolt-on acquisition opportunities		Risk management and mitigation • Regular monitoring of investment and divestment pipeline • Early involvement of Investment Committee as new investment ideas are identified • Disciplined approach to sourcing investment opportunities and pricing • Regular review of asset allocation • Focus on bolt-on acquisition opportunities, which can be more attractively priced and offer synergy benefits		FY2025 outcome • We invested £318 million in three new investments in our Private Equity portfolio, i ncreased our investment in Action and completed 12 bolt-on acquisitions in Private Equity • Investment Committee maintained a cautious stance, declining a number of investment proposals where price and risk and reward failed to meet Group requirements • We realised proceeds of £ 1,837 million including £1,164 million proceeds received from Action’s capital restructuring

Principal risk Portfolio sustainability risk profile/performance
Movement in risk status in FY2025 Link to strategic objectives		Potential impact • Poor or insufficient management of sustainability risks or adverse developments impact 3i’s reputation as an investor • Potential impact on NAV, realisation potential and shareholder returns • May affect 3i’s ability to meet external reporting obligations or published targets		Risk management and mitigation • Investment Committee, GRC and Sustainability Committee involvement with Board oversight • Responsible Investment policy • Structured approach to identify and manage sustainability risks and themes and to collect relevant data as part of the portfolio company review process • Early engagement with 3i Communications team in the event of any incidents • Limited exposure to higher risk sectors and geographies • Close monitoring of trends and developments in external reporting • Dedicated 3i sustainability resources and provision of training where required		FY2025 outcome • Further refinements in the monitoring of sustainability risks and portfolio performance, including development of a human rights framework and high- level assessment of nature-related impacts and dependencies • Enhancements to the annual sustainability assessment questionnaire for portfolio companies • Progress on an individual and portfolio- wide engagement with portfolio companies covering material topics, including CSRD, human rights and climate • Progress in the number of portfolio companies having science-based targets at 31 March 2025, seven across Group and 3iN in comparison to one as of the FY2023 base year • Collected Scope 1 and 2 data from 100% of our Private Equity and economic infrastructure portfolio companies1
						1 Excludes some legacy minority and other minority investments where we have limited influence.

3i Group plc | Annual report and accounts 2025 93

Performance and risk

Principal risks and mitigations – aligning risk to our strategic objectives continued

Operational
Principal risk Cyber risks
This risk was promoted from the watch list to principal risk in the period Link to strategic objectives		Potential impact • Disruption to core business operations and services (within the Group or at a key third-party supplier impacting the Group) or within certain large portfolio companies • Loss, theft, or compromise of sensitive data • Reputational damage leading to loss of confidence of existing or prospective shareholders • Financial loss due to remediation costs and operational downtime • Regulatory penalties and legal consequences • May impact portfolio company valuation and NAV		Risk management and mitigation • 24/7 threat monitoring with defined incident response protocols • Part time CISO provides independent, expert input • Regular monitoring of cyber risks and performance via KPI framework • Technical controls • Penetration testing and vulnerability scans • Periodic cyber security training for all staff and ethical phishing programme • Information Security policies and incident management processes, which are periodically tested and refreshed • Annual assessment of portfolio company cyber maturity with remediation actions where required		FY2025 outcome • The GRC received updates on cyber security and penetration testing, and business resilience including IT and disaster recovery during the year • Increasing number of cyber incidents reported across the portfolio and at Group level during the year; none however were of a serious nature • Improved cyber security maturity and detective and preventative controls • Enhancements made to business operational resilience and in managing third-party IT supplier risk • 3i staff training and awareness campaigns on cyber security risks • CTO Forum held; continued sharing of awareness and best practices across the portfolio

Principal risk Ability to recruit, develop and retain key people
Movement in risk status in FY 2025 Link to strategic objectives		Potential impact • Impairs ability to deliver key performance objectives • Potential to delay execution of strategic plan with possible impact on shareholder returns		Risk management and mitigation • Specific focus by Remuneration Committee which approves all material incentive arrangements to ensure they reflect market practice • Annual Board review of succession planning • Regular review of resourcing and key man exposures as part of business line reviews and the portfolio company review process • HR policies and procedures for recruitment and vetting and ongoing performance management		FY2025 outcome • Organisational capability and succession plan reviewed by the Board in September 2024 • Successful talent recruitment and continuous training and development programmes throughout the year. 18  new hires in FY2025 • Limited staff voluntary turnover of 7.6% • Good progress with recruitment and integration of new hires

3i Group plc | Annual report and accounts 2025 94

Performance and risk

Directors’ duties under Section 172

Section 172 statement

The Directors believe that, during the year,

they have, individually and together, acted

in a way that they consider, in good faith,

was most likely to promote the success

of the Company for the benefit of its

members as a whole, and in doing so had

regard to the factors set out below

(“section 172 factors”).

Our business model is set out on pages 14 and 15 and the Board’s

strategic objectives and key performance indicators are set out

on  pages 16 and 17.

When making decisions, the Board takes into consideration the

Company’s purpose and strategic objectives, as well as the potential

long-term impact of those decisions on its various stakeholder

groups, including those listed in section 172 of the Companies Act

2006 (“section 172”). A summary of the principal section 172 factors

is set out below.

Section 172 factors

		The likely consequences of any decision in the long term		Our purpose and strategy, including our long-term responsible investment approach, aims to drive sustainable growth in our investment portfolio.
		The interests of the Company’s employees		Our employees are critical to the success of the Company. Our approach as a responsible employer is described more fully in the Sustainability section.
		The need to foster the Company’s business relationships with suppliers, customers and others		We engage with all our third-party service providers, suppliers and customers in an open and transparent way to foster strong business relationships to ensure both the success of the Company and its legal and regulatory compliance.
		The impact of the Company’s operations on the community and the environment		We embed responsible business practices throughout our organisation by promoting the right values and culture. In addition we partner with charities which relieve poverty, promote education and support elderly and disabled people.
		The desirability of maintaining a reputation for high standards of business conduct		Our success relies on maintaining a strong reputation and seeking to ensure our values and culture are aligned to our purpose, our strategy and our ways of working.
		The need to act fairly towards all members of the Company		The Board engages actively with its shareholders and takes into account their interests when implementing our strategy.

Read more in the

Strategic report

Read more in the

Governance report

Read more in the

Sustainability report

Read more in the

Sustainability report

Read more in the Overview and strategy

section and the Sustainability report

Read more in this section

and in the Governance report

3i Group plc | Annual report and accounts 2025 95

Performance and risk

Directors’ duties under Section 172 continued

How stakeholder

interests have influenced

decision making

The Board takes into account stakeholder

interests and other section 172 factors

in its key business decisions. Directors are

reminded of their section 172 duties

at Board meetings.

Throughout the year and when implementing the Company’s

strategic priorities, the Board has taken account of the varied

interests of the Company’s stakeholders and the impact of key

decisions on them. The Board recognises that not all decisions will

yield positive outcomes for every stakeholder group. The Board and

management take account of these conflicts during decision making.

Examples of key decisions made by the Board this year, along with

how stakeholder interests and other section 172 factors were

considered, are detailed below. Additional information on Board

decision making can be found on pages 107 to 109.

Key decisions in the year

FY2024 second dividend and FY2025 first dividend

Background: In May 2024 the Board decided on an increased

total dividend for FY2024 and in November 2024 a first dividend

for FY2025 (in line with the Company’s dividend policy announced

in May 2018) of one half of the total dividend for the previous year.

Stakeholder considerations: In May 2024 the Board carefully

considered factors relevant to setting the FY2024 second dividend.

The Board considered that in setting the dividend it needed to

ensure the reward for shareholders was reflective of the Company’s

strong performance in FY2024, whilst taking account of the

Company’s future cash flow needs including the need to maintain

liquidity for investment as well as operational and other costs, whilst

maintaining a robust, low-geared balance sheet. Despite adverse

macro-economic conditions, the Company’s portfolio had performed

well overall with excellent performance from Action and resilient

performance across the rest of the portfolio, notwithstanding some

pockets of weakness.

Impact on the success of 3i: Being thoughtful about setting the

dividend is important as it potentially impacts a number of the

Company’s stakeholders. In particular, some 3i shareholders rely on

the consistent application of the Company’s dividend policy, which

is an important aspect of the investment case for them.

Increasing the Company’s stake in Action

Background: Action has been identified as an investment to be held

for the long term. From time to time opportunities arise for the

Company to acquire additional shares in Action from other investors.

Prior to each such acquisition, that additional new investment is

considered on its own merits to identify whether the investment

is an appropriate use of the Company’s capital.

In the year, the Company acquired additional interests in Action for a

net consideration of £768 million taking the Company’s interest in

Action from 54.8% to 57.9%. As part of these transactions, the Company

completed the final payment of the carried interest liability relating to

Action. Further details of the transactions are set out on page 25.

Stakeholder considerations: Shareholders have a direct interest in

the success of the Company’s investments. The Company’s ability

to make such investments also affects our fund investors, as the

transactions can provide a mechanism for fund investors who wish

to sell interests in Action, or acquire additional interests, to do so.

The transactions also ensured that participants in the relevant carried

interest scheme were paid in cash for their interests, which might

otherwise not have been realisable for many years.

Impact on the success of 3i: The Directors believe these further

investments in Action will prove to be profitable investments and

will promote the long-term success of the Company.

Appointment of an additional non-executive Director

Background: A key task for the Board and Nominations Committee

is keeping the size, balance and composition of the Board under

review to ensure that the Board has the necessary skills and

experience to enable the Group to deliver its current and future

strategic objectives. This includes the need to ensure orderly

succession among the non-executive Directors. Following the

retirement of Ms Banszky at the 2023 AGM, the need to appoint an

additional non-executive Director in the medium term was identified.

Further details of the process, which led to the appointment of Mr

Patel as an additional non-executive Director in February 2025, are

set out on page 115.

Stakeholder considerations: Sound governance of the Company

is a key concern for our shareholders and holders of our debt,

as it impacts the ability of the Board to promote the success

of the Company for the benefit of its members as whole.

Impact on the success of 3i: The Board is now satisfied that the

composition of the Board meets the Company’s needs.

For the purposes of the UK Companies Act 2006, the Strategic report

of 3i Group plc comprises pages 1 to 95.

By order of the Board

Simon Borrows

Chief Executive

14 May 2025

3i Group plc | Annual report and accounts 2025 96

Governance

What’s in this section
Chair’s governance review	97
Governance at a glance	98
Corporate governance statement	99
Governance framework	101
Board of Directors	102
Executive Committee	104
The role of the Board	106
How the Board operates	107
What the Board did in FY2025	108
Engaging with stakeholders	110
Board performance review	114
Nominations Committee report	116
Audit and Compliance Committee report	121
Resilience statement	127
Valuations Committee report	130
Directors’ remuneration report	135
Additional statutory and corporate governance information	148

3i Group plc | Annual report and accounts 2025 97

Governance

Chair’s governance

review

Our corporate governance framework

anchors the execution of 3i’s strategic

objectives.

I am pleased to present our Corporate Governance Report. This

summarises our corporate governance framework and explains how

we, as a Board, have taken decisions.

Robust and effective corporate governance is fundamental to 3i’s

operations and to the generation of consistent, long-term value for

our shareholders.

As set out in my letter on pages 2 and 3, 3i has performed well

despite ongoing macro-economic challenges and geopolitical

uncertainties. As a Board, we are confident in 3i’s ability to execute

its strategic objectives as discussed more fully in the Chief Executive’s

Statement on pages 6 to 11.

Board activities and consideration of stakeholders

The Board is conscious of its duty to consider the interests of a broad

spectrum of stakeholders and other section 172 factors. An overview

of the range of matters that the Board discussed and debated at its

meetings during the year can be found on pages 108 and 109. How

we engaged with our stakeholders is summarised on pages 110 to

113. The Company’s section 172 statement is available on page 94.

We work with 3i’s management to ensure that the Company

possesses the necessary financial and human resources to execute

its long-term strategy and promote its long-term success.

Culture and values

Consistent with previous years, the Board recognises the importance

and differentiation that culture and strong values bring to the delivery

of performance. As a Board and as Directors individually we aim to

lead by example, promoting a culture of integrity, rigour, energy,

accountability and ambition, in addition to providing constructive

challenge to management.

Board composition

Hemant Patel joined the Board on 3 February 2025. There have been

no other changes to the Board composition during the year. We

continue to maintain an effective succession plan, more details of

which are contained in my Nominations Committee report on pages

116 to 120.

Dividend

We have continued with our dividend policy to maintain or grow the

dividend year on year, subject to the strength of our balance sheet

and the outlook for investment and realisations. As a result, the Board

has recommended a second FY2025 dividend of 42.5 pence per

share, taking the total dividend for the year to 73.0 pence per year.

Subject to shareholder approval, this will be paid in July 2025.

David Hutchison

Chair

14 May 2025

3i Group plc | Annual report and accounts 2025 98

Governance

Governance at a glance

Strong corporate governance is essential to create value for our

stakeholders and underpins the long-term success of our company.

Highlights as at 31 March 2025	25% Total return on equity	Supporting management in a challenging macro-economic climate to enable them to pursue 3i’s long-term value creation strategy in the portfolio.
			Read more in the Chief Executive‘s statement and the Financial review
	2,542p NAV per share	An increase of 22% in the NAV in FY2025.
			Read more in Key performance indicators
	73.0p Dividend per share	Payment of the first dividend of 30.50 pence per share in January 2025 and recommendation of the second dividend in July 2025 of 42.50 pence per share.
			Read more in Financial review

Board focus areas as at 31 March 2025	Strategy			Financial			Portfolio companies
			Read more in Key performance indicators			Read more in Financial review			Read more in Business review
	Purpose, culture and values			Risk management and internal control			Governance
		Read more in Sustainability report			Read more in Risk Management			Read more in Governance report
A balanced Board as at 31 March 2025	40% Female representation			20% Ethnically diverse			70% Independent directors

Board priorities for FY2026 Growth To support the management in delivering the strategic plan Shareholders To achieve long-term growth for shareholders Sustainability Continue to oversee delivery of the sustainability strategy

3i Group plc | Annual report and accounts 2025 99

Governance

Corporate Governance statement

The Financial Reporting Council’s UK Corporate Governance Code 2018

(the “Code”) is the standard against which we measured ourselves in FY2025.

The Company complied with all of the provisions set out in the Code

throughout the period under review, save for provision 19 of the

Code in respect of the Chair’s tenure.

Details on how we have applied the principles set out in the Code

and how governance operates at 3i have been summarised

throughout this Governance section and elsewhere in this Annual

report, as set out below. (The Code is available to view on the

Financial Reporting Council’s website).

Our Governance framework is set out on page 101.

Corporate Governance code

	Board leadership and Company purpose							Audit, risk and internal control
			Effective Board	102-109						External Auditor and Internal Auditor	125-126
	Purpose, values and culture	1, 40-57, 80, 109, 126						Fair, balanced and understandable review	124, 153
	Governance framework	101						Internal financial controls and risk management	80-93, 121-129
	Stakeholder engagement	110-113
	Workforce policies and practices	52-55, 151-152
	Division of responsibilities							Remuneration
					Role of Chair						107				Linking remuneration to purpose and strategy	135-136
	Independence			148				Remuneration policy review	136
	External commitments and conflicts of interest			102-103, 151				Independent judgement and discretion	135-147
	Board resources	97, 107
	Composition, succession and evaluation
			Appointment to the Board		100, 116, 149
	Board skills, experience and knowledge		102-103, 119
	Annual Board evaluation	114-115

3i Group plc | Annual report and accounts 2025 100

Governance

Corporate governance statement continued

Explanation on Provision 19 –

Chair tenure

The Board and the Nominations Committee

have carefully considered the extended

tenure of the Chair.

As detailed in our previous Annual reports, when appointing David

Hutchison as Chair in November 2021, the Nominations Committee

and the Board were mindful of the Code’s provision regarding a

Chair’s tenure exceeding nine years, and the fact that David had then

already served as a non-executive Director for eight years. Despite

this, the Nominations Committee and the Board, when considering

the Company’s long-cycle investment business, recognised that

David’s extensive knowledge of the Company’s business and

portfolio assets – gained in part from his seven-year tenure as Chair

of the Valuations Committee – and his understanding of the Board’s

conservative balance sheet and selective investment strategies, made

him the most suitable candidate to promote the success of the

Company.

The Nominations Committee and the Board recognise the potential

risks associated with extended tenure of a chair, including the

possibility of compromised objectivity, inadequate management

accountability, and insufficient promotion of constructive challenge

among Board members. To mitigate the risks associated with

extended tenure a number of steps have been taken as detailed

below. The Nominations Committee and the Board have noted that

to date shareholders have not expressed any significant concerns

to the Company relating to the Chair’s continued appointment.

Steps taken to mitigate risks associated with extended tenure

• The Committee and the Board sought to balance this appointment by appointing an experienced Senior Director as Senior Independent Director. This role, filled by Lesley Knox since October 2021, includes ensuring corporate governance arrangements remain robust and appropriate and leading the annual review of whether David’s continued tenure as Chair is in the best interests of the Company. • It was agreed that the Nominations Committee would undertake an annual review, led by the Senior Independent Director, of the continued appropriateness of David’s appointment. This would be in addition to the mitigation provided by the Board and Chair annual performance reviews.     The first such annual review was held by the Nominations Committee in March 2023 and further reviews were conducted in March 2024 and March 2025 (all in the absence of David). Each of these reviews concluded that David continued to perform effectively as Chair, maintained objective judgement and independence, and promoted constructive challenge among Board members.     The Committee also noted that in a business where long- term knowledge of the business and its assets is crucial, David’s continued appointment was appropriate. The Committee’s overall conclusion in March 2025 was that David’s continued appointment as Chair for the coming year was in the best interests of the Company and that the balance and independence of the Board remained appropriate. • Since 31 March 2023, David has not been a member of the Remuneration Committee. • The appointment in November 2021 of Peter McKellar, an independent non-executive Director with extensive experience of asset management and asset valuation, as Chair of the Valuations Committee, provided continuity and effective governance of that Committee. The Nominations Committee will undertake its next review in March 2026.

Recommendation

The Board has carefully considered the Chair’s tenure and believes that it is in the best interests of 3i and its stakeholders that

David remains as Chair. The Board is therefore recommending to shareholders the re-election of David at the forthcoming

AGM on 26 June 2025.

For more information

Page 117

3i Group plc | Annual report and accounts 2025 101

Governance

Corporate governance statement continued

Governance framework

Board

• Approves risk appetite and strategy

• Responsible for ensuring effective risk management and oversight processes exist

• Oversees sustainability strategy, approach and policies

• Assisted by four Board Committees with responsibility for specific areas

• Delegates management to the Chief Executive

• Assesses investment performance against objectives

Company

Secretary

	Nominations Committee			Audit and Compliance Committee			Valuations Committee			Remuneration Committee
• Responsible for ensuring that the Board has the necessary skills, experience and knowledge • Responsible for appointing a diverse Board • Responsible for Board and senior executive succession			• Reviews and oversees financial and non- financial reporting (including sustainability matters), risks and internal controls, and the relationship with the External auditor • Reviews and challenges management reports • Receives updates from the Chief Executive on outputs from GRC • Oversees tax policy and strategy			• Specific and primary responsibility for the valuation policy and valuations (including underlying assumptions) of the Group’s investment portfolio • Direct engagement with the External auditor, including its specialist valuations team			• Ensuring a remuneration culture weighted towards performance based variable reward, whilst discouraging inappropriate risk taking and taking non- financial indicators, including sustainability indicators, into account • Approves carried interest and asset performance linked schemes • Ensuring Executive Directors’ remuneration is closely aligned with shareholder returns • Oversees the implementation of fair remuneration for employees

Chief Executive

• Delegated responsibility for management of the Group

• Delegated responsibility for investment decisions

• Delegated responsibility for risk management

• Delegated responsibility and day-to-day accountability for sustainability matters

Executive Committee			Investment Committee			Group Risk Committee			Sustainability Committee
• Assists the Chief Executive in setting the Group strategy, including sustainability aspects • Monitors divisional performance • Facilitates information sharing between divisions • Responsible for recruitment and retention • Meets monthly			• Manages the Group’s investment portfolio and monitors its most material risks • Meets when required • Strict oversight of each step of the investment lifecycle • Approves investment, divestment and material portfolio decisions • Monitors investments against original investment case • Ensures investments are in line with the Group’s investment policy and risk appetite • Implements the Responsible Investment policy • Chaired by the Chief Executive			• Assists the Chief Executive with the oversight of risk management • Implements the Group’s risk appetite policy and monitors performance • Maintains the Group risk review which details its principal risk exposures; a watch list of new and emerging risks; and appropriate mitigations and controls • Two members of the GRC form the Risk Management function as required by FCA rules • Maintains oversight of sustainability risks, and relevant sustainability regulations • Oversight and review of the Responsible Investment policy • Chaired by the Chief Executive			• Advises the Chief Executive, directly and through the Investment and Group Risk Committees, on sustainability risks and opportunities • Develops the Group’s sustainability approach, and related policies and procedures • Ensures the Group’s compliance with relevant sustainability-related legal and regulatory requirements, standards and guidelines • Coordinates sustainability-related activities and initiatives • Reviews and monitors the Group’s sustainability performance • Monitors stakeholder expectations, market developments, trends and best practice in relation to relevant sustainability matters • Chaired by the General Counsel
Conflicts Committee
• Deals with potential conflicts as required
Treasury Transactions Committee
• Considers specific treasury transactions as required
Market Abuse Regulation Committee
• Considers potential disclosure matters as required

3i Group plc | Annual report and accounts 2025 102

Governance

Board leadership and Company purpose

Board

of Directors

at 31 March 2025

The Board promotes

a culture of strong

governance across

the  business .

David Hutchison

Chair

Chair since November 2021 and non-executive

Director since 2013. David has considerable

investment and banking experience across

a range of asset classes which supports his

leadership of the Board.

Previous experience

Chief Executive of Social Finance Limited from 2009

to 2022. Until 2009 Head of UK Investment Banking

at Dresdner Kleinwort Limited and a member of its

Global Banking Operating Committee. From 2012

to 2017, a non-executive director of the Start-Up

Loans Company.

James Hatchley

Group Finance Director

Group Finance Director since June 2022 and an

Executive Director since May 2022. A member of

Executive Committee, Investment Committee, Group

Risk Committee and Sustainability Committee.

Joined 3i in 2017 and was Group Strategy Director

until June 2022.

Previous experience

Formerly Chief Operating Officer of KKR in Europe

and, before that, Co-CEO of Avoca Capital. Earlier

in his career, James was a corporate finance

professional for 20 years, principally with Greenhill &

Co. and Schroders. He qualified as a chartered

accountant in 1992. Formerly a non-executive director

of Great Ormond Street Hospital for Children NHS

Foundation Trust.

Simon Borrows

Chief Executive

Chief Executive since 2012, and an Executive Director

since he joined 3i in 2011. Chair of the Group’s Risk

Committee, Executive Committee and Investment

Committee. Chair of the Supervisory Board of Peer

Holding I B.V., the Dutch holding company for the

Group’s investment in Action.

Previous experience

Formerly Chair of Greenhill & Co International LLP,

having previously been Co-Chief Executive Officer

of Greenhill & Co, Inc. Before founding the European

operations of Greenhill & Co in 1998 he was the

Managing Director of Baring Brothers International

Limited. Formerly a non-executive director of the

British Land Company PLC and Inchcape plc.

Jasi Halai

Chief Operating Officer

Chief Operating Officer and an Executive Director

since May 2022. A Member of Executive Committee,

Investment Committee, Group Risk Committee and

Sustainability Committee. Joined 3i in 2005 and has

held a variety of posts in the business, most recently

as Group Financial Controller and Operating Officer.

A member of the Supervisory Board of Peer Holding I

B.V., the Dutch holding company for the Group’s

investment in Action and also a non-executive

director of Barratt Redrow plc.

Previous experience

Prior to joining 3i, worked for CDC Group (now British

International Investment) and at Actis following its

demerger from CDC. Jasi is a chartered management

accountant. Formerly a non-executive director of

Porvair PLC.

3i Group plc | Annual report and accounts 2025 103

Governance

Board leadership and Company purpose continued

Board of Directors continued

Stephen Daintith

Independent non-executive Director

Non-executive Director since 2016. Chief Financial

Officer and an executive director of Ocado Group

plc. Stephen contributes directly relevant financial

and operating experience as Chair of the Audit and

Compliance Committee, drawn from a range of

consumer, digital, engineering and other international

businesses, to the Board’s decision making.

Previous experience

Formerly an executive director of Rolls-Royce

Holdings plc from 2017 to 2021 and Finance Director

of Daily Mail and General Trust plc (“DMGT”) from

2011 to 2017. Non-executive director of ZPG Plc. Prior

to joining DMGT he was Chief Operating Officer and

Chief Financial Officer of Dow Jones and prior to that

Chief Financial Officer of News International. He

originally qualified as a chartered accountant with

Price Waterhouse (now part of PwC).

Peter McKellar

Independent non-executive Director

Non-executive Director since 2021. Also Chair

of Partners Group Private Equity Limited (formerly

Princess Private Equity Holding Limited) and a non-

executive director of Investcorp Capital plc. Peter

brings to the Board significant experience and

understanding of financial services and asset

management, with a particular expertise in private

equity and infrastructure. This enables him to bring

a valuable asset management perspective to the

Board’s discussions and to those of the Valuations

Committee, which he now chairs.

Previous experience

Formerly Deputy Chair of AssetCo plc, Global Head

of Private Markets at Standard Life Aberdeen plc and a

non-executive board member of Scottish Enterprise.

Previously led Standard Life Investments’ private equity

and infrastructure business and was their Chief

Investment Officer. Prior to that, he held a variety of

finance posts in industry and corporate finance positions.

Lesley Knox

Independent non-executive Director

Non-executive Director since October 2021 and

Senior Independent Director since November 2021.

Also Senior Independent Director of Legal & General

Group plc, non-executive director of Dovecot Studios

Limited, Senior Independent Director and Chair of

Remuneration Committee of Genus Plc, and a trustee

of Grosvenor Group Limited pension fund and

National Galleries of Scotland Foundation. Lesley

brings to the Board’s discussions a wealth of

international, strategic and financial services

experience having spent over 17 years in senior roles

in financial services, including in asset management

and corporate finance.

Previous experience

Formerly held a number of senior roles in financial

services, including head of institutional asset

management at Kleinwort Benson. Also previously

served as Chair of Alliance Trust PLC, as Senior

Independent Director at Hays plc and non-executive

director of SAB Miller plc, Centrica plc and Thomas

Cook Group plc.

Hemant Patel

Independent non-executive Director

Non-executive Director since February 2025. Chief

Financial Officer and an executive director

of Whitbread PLC since March 2022. Hemant brings

to the Board good and relevant financial and

commercial experience from his different roles

in retail and consumer businesses.

Previous experience

Formerly Finance Director, UK and Germany, at

Whitbread, Finance Director of Greene King and before

that worked at Asda-Walmart for 11 years, in various

management roles including Commercial Finance

Director, Director of Own Label and Director of Strategy.

He also had several finance roles over six years at Mars,

Inc. Hemant was non-executive Director and Audit Chair

at the Department of Digital, Culture, Media and Sport

from 2020 to 2023 as well as being on the board of the

Cultural Recovery Fund. He was also a Trustee of the

Royal Armouries Museum from 2010 to 2019 and Chair

from 2018 to 2019. Hemant is a Chartered Management

Accountant.

Coline McConville

Independent non-executive Director

Non-executive Director since 2018. Also a member

of the Supervisory Board of Tui AG and a director

of EBOS Group Limited. Coline has a diverse

commercial background, having worked in a range

of sectors and also brings to the Board significant

listed board experience including chairing several

remuneration committees and previously acting as

Senior Independent Director at Fevertree. This

enables her to make valuable contributions to the

Board’s discussions and to those of the Remuneration

Committee, which she now chairs.

Previous experience

Formerly non-executive director and Chair of the ESG

Committee at King’s Cross Central General

Partnership, a non-executive director of Fevertree

Drinks plc, Travis Perkins plc, Tui Travel plc, UTV Media

plc, Wembley National Stadium Limited, Shed Media

plc, HBOS plc, Inchcape plc and Halifax plc. Prior to

that was Chief Operating Officer and Chief Executive

Officer Europe of Clear Channel International Limited

and had previously worked for McKinsey and LEK.

Alexandra Schaapveld

Independent non-executive Director

Non-executive Director since 2020. Also non-

executive director and Chair of the Audit Committee

at Société Générale S.A. Alexandra brings extensive

financial services expertise in a number of important

markets for 3i as well as considerable board

experience in a variety of sectors. These help provide

an international perspective to the Board’s decision-

making process.

Previous experience

Formerly on the boards of Bumi Armada Berhad,

Vallourec S.A., FMO N.V., Stage Entertainment N.V.,

Holland Casino N.V., VU University and VU Medical

Center and Duin & Kruidberg. Prior to that, many

years of corporate and investment banking at RBS

and ABN AMRO.

3i Group plc | Annual report and accounts 2025 104

Governance

Board leadership and Company purpose continued

Executive

Committee

at 31 March 2025

Simon Borrows

Chief Executive

James Hatchley

Group Finance Director

Jasi Halai

Chief Operating Officer

Page 102

See profiles

Simon Borrows

Chief Executive

Jasi Halai

Chief Operating Officer

James Hatchley

Group Finance Director

Kevin Dunn

General Counsel and Company Secretary

Joined 3i in 2007 as General Counsel and Company

Secretary. Responsible for 3i’s legal, compliance,

internal audit and company secretarial functions.

A member of Executive Committee, Group Risk

Committee and ESG Committee.

Previous experience

Prior to joining 3i, was a Senior Managing Director,

running GE’s European Leveraged Finance business

after serving as European General Counsel for GE.

Prior to GE, was a partner at the law firms Travers

Smith and Latham & Watkins.

3i Group plc | Annual report and accounts 2025 105

Governance

Board leadership and Company purpose continued

Executive Committee continued

Peter Wirtz

Head of Private Equity

Joined 3i in 1998 and served as 3i Germany Co-Head

between 2009 and 2019 and Co-Head of Private

Equity from 2019 to 2024. Head of Private Equity

since October 2024. A member of Executive

Committee, Investment Committee and Group Risk

Committee. Also a non-executive director of Luqom,

WaterWipes, OMS Testing and Audley Travel.

Previous experience

Prior to joining 3i, worked for Deutsche Bank and

spent four years with Procter & Gamble in various

finance functions.

Tony Lissaman

Partner and Chief Operating Officer, Private Equity

Joined 3i in 1998 and became Chief Operating

Officer, Private Equity, in 2010. A member of

Executive Committee, Investment Committee, Group

Risk Committee and the Private Equity Leadership

Team. He currently sits on the boards of Scandlines

and MPM.

Previous experience

Prior to joining 3i, worked at KPMG where he

qualified as a Chartered Accountant.

Bernardo Sottomayor

Managing Partner, Head of European Infrastructure

Joined 3i in 2015 as a Partner with responsibility for

origination and execution of new investments across

Europe. Managing Partner, Co-Head of European

Infrastructure from July 2022 to February 2025 and

Head of European Infrastructure since February 2025.

A member of Executive Committee, Investment

Committee and Group Risk Committee. Also a non-

executive director of TCR and ESP.

Previous experience

Prior to joining 3i, was a Partner at Antin Infrastructure

and his other previous infrastructure management

experience includes roles as Managing Director at

Deutsche Bank’s European infrastructure fund, Head

of M&A at Energias de Portugal and further

infrastructure M&A advisory experience with UBS

and Citigroup in London.

Julien Marie

Chief Human Resources Officer

Joined 3i in 2001 as HR Manager, was appointed HR

Director in 2004 and Chief Human Resources Officer

in 2021. A member of Executive Committee and

Group Risk Committee.

Previous experience

Prior to joining 3i, worked at Bouygues Construction

and Bouygues Telecom for six years.

Rob Collins

Managing Partner, Head of North American Infrastructure

Joined 3i in 2017 as the Managing Partner for North

American Infrastructure. A member of Executive

Committee and the NAIF Investment Committee.

Also a non-executive director of Smarte Carte,

Regional Rail and EC Waste.

Previous experience

Prior to joining 3i, led Hastings’ infrastructure

investment team in North America and Europe.

Founded the infrastructure M&A practice at Morgan

Stanley and Greenhill where he was a Managing

Director at both firms. Started his infrastructure career

at Goldman Sachs after serving as a nuclear-power

officer in the US Navy.

3i Group plc | Annual report and accounts 2025 106

Governance

Board leadership and Company purpose continued

The role of the Board

The Board’s role is to lead the Company

in promoting its long-term success and

thereby generate value for shareholders.

The Board operates within a robust

corporate governance framework

and ensures that this framework is

embedded across the organisation.

The Board oversees the Company’s

purpose, values and strategy and satisfies

itself that these are aligned with the

Company’s culture. All Directors are

expected to demonstrate integrity and

adhere to the Company’s culture and

values.

The Board approves the Group’s strategic objectives and ensures

the necessary resources are in place for the Company to meet these

objectives through a Board approved planning and budgeting

process. The Board measures performance against those objectives

using the KPIs set out on pages 16 and 17 which are reported to the

Board in the monthly Board report.

The Board, through its Audit and Compliance Committee, assesses

and monitors behaviours and adherence to the Company’s values.

Regular reports from the Internal Audit and Group Compliance

teams consider and comment on culture within the business. The

Remuneration Committee reviews workforce remuneration and the

alignment of incentives and rewards with culture. The Board ensures

that employee policies and practices are consistent with the

Company’s culture and values and support its long-term success

during its annual review of succession planning and strategic

capability.

The Board meets formally on a regular basis for scheduled Board

meetings and on an ad hoc basis when the need arises. There is

a clearly defined schedule of matters reserved for the Board. The

Board is assisted by various Principal Board Committees which report

to it regularly. Details of their activities in the year are provided

on pages 116 to 147.

Attendance at Board and Committee meetings 1

	Independence	Board	Audit and Compliance Committee	Nominations Committee	Remuneration Committee	Valuations Committee
Total meetings held1		7	6	3	7	4
Number attended:
D A M Hutchison	Independent on appointment	7(7)	–	2(3)	–	4(4)
S A Borrows	Executive Director	7(7)	–	–	–	4(4)
J G Hatchley	Executive Director	7(7)	–	–	–	4(4)
J H Halai	Executive Director	7(7)	–	–	–	–
S W Daintith	Independent	7(7)	6(6)	3(3)	–	–
L M S Knox	Independent	7(7)	–	3(3)	6(7)	2(4)
C McConville	Independent	7(7)	6(6)	3(3)	7(7)	–
P A McKellar	Independent	7(7)	–	3(3)	7(7)	4(4)
H K Patel2	Independent	1(1)	1(1)	1(1)	–	–
A Schaapveld	Independent	7(7)	6(6)	3(3)	7(7)	4(4)

1 This table shows the number of scheduled full meetings of the Board and its Committees attended by each Director who was a member thereof in the year, together with (in brackets) the number of meetings they were eligible

to attend. In addition to these meetings a number of additional meetings of the Board and its Committees were held, often at short notice, to deal with ad hoc business as it arose. Non-attendance at meetings was due to

unavoidable prior commitments or illness. As explained in this report Mr Hutchison did not attend the Nominations Committee meeting which included discussion of the Chair’s tenure and performance.

2 Mr Patel was appointed as a Director with effect from 3 February 2025.

Non-executive Directors also attended a number of other Company meetings, portfolio company reviews and Infrastructure partner reviews

to increase their understanding of the 3i business, the portfolio companies and the strength and depth of our people.

3i Group plc | Annual report and accounts 2025 107

Governance

Division of responsibilities

How the Board

operates

The Board meets regularly and holds two meetings a year in non-UK

locations, including one in Amsterdam, providing a chance for non-

executive Directors to meet our local teams and the management of

selected portfolio companies. The January 2025 Board and

Committee meetings were held in Amsterdam where Directors met

the Action senior management team at Action’s headquarters and

visited an Action store. They also met and received presentations

from the CEO of European Bakery Group and the Private Equity team

for Royal Sanders. In March 2025, the Board and Committee

meetings were held at 3i’s Frankfurt office where Directors met 3i’s

Frankfurt team and received presentations from the CEOs of OMS

and Luqom.

The Board holds an annual Strategy Day.

The Board receives regular reports on potential conflicts of interests

involving Directors and any actual conflicts of interest identified are

managed appropriately. This may involve excluding the Director

concerned from relevant information and discussions.

There is a clear division of responsibilities between the Chair and

Chief Executive. Day-to-day management of the Group is the

responsibility of the Chief Executive. To assist him in this role, the

Chief Executive has established a number of additional management

committees, including the Investment Committee, Group Risk

Committee and Sustainability Committee, which are outlined in

our governance framework on page 101.

The Board ensures that it has the policies, processes, information,

time and resources it needs in order to function effectively and

efficiently.

	Responsibilities of the Chair • Leads the Board and is responsible for its overall effectiveness in directing the Company. • Leads the Board in its oversight of the Company’s purpose, values and culture. • Leads the Board in setting its agenda, approving strategy, monitoring financial and operational performance, and establishing the Group’s risk appetite. • Organises the business of the Board, ensuring the Company’s effectiveness, and the maintenance of an effective system of internal controls. • Ensures that Directors receive accurate, timely and clear information. This includes ensuring that the non-executive Directors receive regular reports on shareholders’ views on the Group. • Responsible for the composition of the Board, facilitates constructive Board relations and the effective contribution of all non-executive Directors. • Leads the annual Board and Board Committee evaluation process.			Responsibilities of the Chief Executive • Direct charge of the Group on a day-to-day basis and is accountable to the Board for the financial and operational performance of the Group. • Chairs the Investment Committee to review the acquisition, management and disposal of investments. • Leads the Executive management team to develop and implement the Group’s strategy and manage the risk and internal control framework. • Reports to the Board on financial and operational performance, risk management and progress in delivering the strategic objectives. • Regularly engages with shareholders and other key stakeholders on the Group’s activities and progress. • Oversees the implementation of the Sustainability strategy. • Oversees the Group’s values and culture.
	Role of the Senior Independent Director • The Senior Independent Director provides a sounding board for the Chair and serves as an intermediary for the other Directors and the shareholders. • Leads succession planning for the Chair. • Leads the Chair’s performance review and the annual review of the continued appropriateness of the Chair’s appointment.			Role of non-executive Directors • Provide constructive challenge, strategic guidance and hold management to account. • Scrutinise the performance of management in meeting agreed objectives. • Seek assurance on the integrity of the financial information and that financial and non-financial controls and systems of risk management are robust and defensible. • Determine appropriate levels of remuneration for Executive Directors and Executive Committee and together with the Chair, have a prime role in appointing Directors and in succession planning for the Board. • Ensure that they have sufficient time to meet their Board responsibilities.

3i Group plc | Annual report and accounts 2025 108

Governance

Division of responsibilities continued

What the Board did

in FY 2025

In FY2025, the Board met for seven

scheduled meetings and a strategy day

in December 2024 (see page 106).

The Chair sets the Board’s agenda. Board members and, as

appropriate, executives from the relevant business areas are invited

to present on key items allowing the Board the opportunity to debate

and challenge initiatives directly with the senior management team.

As described on page 94 when making decisions the Board has

regard to the interests of stakeholders, as well as the section 172

factors.

Examples of some important decisions taken by the Board in the year

and how, where relevant, the Board had regard to the interests of

relevant stakeholders are set out on page 95. Our key stakeholders

are set out below and discussed in more detail on pages 110 to 113.

In addition to the Board decisions referred to above, the Board also

dealt with its regular annual cycle of business, examples of which are

set out on the next page.

Our key stakeholders

3i Group plc | Annual report and accounts 2025 109

Governance

Division of responsibilities continued

What the Board did in FY2025 continued

	FY2025 Focus areas	Matters approved	Other matters considered/outcomes	Stakeholders
	Purpose, culture and values	• Responsible Investment Policy • Operation and effectiveness of the Remuneration Policy both for Executive Directors and the wider employee group	• Executive and senior management succession planning • Organisational capability • Employee leadership and development initiatives • Diversity, equity and inclusion initiatives • Equal Opportunities and Diversity policy and compliance with external board diversity recommendations • Board evaluation
	Portfolio companies	• Non-executive Director approvals for certain investments and divestments • Portfolio company valuations	• Presentations from the CEOs of Action, European Bakery Group, Luqom, OMS, and the deal team of Royal Sanders • Visit to Action HQ and Action store • Detailed reporting on Action and rotating updates on portfolio companies at Board and Valuations Committee • Sustainability reviews of portfolio companies • Attendance at portfolio company reviews and Infrastructure partner reviews
	Strategy	• Group’s approach to environmental sustainability and climate change • Senior leadership succession and contingency planning	• Strategy day – 3i Group strategic financial planning and analysis – Private Equity strategic plan and sector presentations – Analysis and materials related to our long-term hold portfolio companies – Infrastructure strategic plan • Private Equity and Infrastructure business and portfolio updates
	Financial	• Recommendation of the FY2024 second dividend paid in July 2024 and payment of the FY2025 first dividend in January 2025 • Operating budget • Annual report, half-year report and quarterly updates • Approval of investment valuations	• Financial reporting from the Group Finance Director including key financial highlights and performance against budget • Valuations reporting from Group Finance Director and Chief Operating Officer • Market overviews • Funding and Treasury review • Assessment of investment performance against objectives
	Risk management and internal control	• Board risk appetite • Risk review	• Compliance and internal controls updates • Detailed reporting from the Group Risk Committee including updates on the business continuity plan, cyber security and IT • Going concern, Viability statement, stress testing and Resilience statement
	Governance	• Approval of the Chair’s continued tenure • Appointment of a new non-executive Director • Approval of changes to Valuations Committee terms of reference	• Updates on the Code • Oversight of sustainability strategy and compliance with sustainability regulation

3i Group plc | Annual report and accounts 2025 110

Governance

Division of responsibilities continued

Engaging with

stakeholders

Engaging and communicating with our

stakeholders is an integral part of 3i’s

business and critical to ensuring our

continued success. We engage with our

stakeholders in a variety of ways, as detailed

in this section.

Engaging with shareholders

The CEO, Group Finance Director and the Group Investor Relations

and Sustainability Strategy Director meet with institutional

shareholders and potential investors after the announcement of the

annual and interim results and throughout the year. The Chair offers

to meet large institutional shareholders once a year.

The Investor Relations and Company Secretariat teams are available

to retail shareholders to respond to their queries.

In FY2025, shareholders were principally interested in the

performance of Action and of the rest of the portfolio, capital

allocation strategy and market conditions for new investments and

realisations.

In addition to this ongoing investor engagement, the Company has

an extensive engagement programme detailed below which enables

investors to make informed decisions about their investment in the

Company:

Our FY2025 Investor Relations programme

We engage shareholders through a full programme of events. Our results presentations and capital markets seminars are webcast live

and available to all who are interested. On-demand webcasts and transcripts are also available on the Company’s website after the events.

June

• BNP Paribas Exane European

CEO Conference

• Annual General Meeting

2024 2025

April

• Barclays European

discount retail forum

September

• Private Equity capital markets

seminar

• Bank of America financials

conference

February

• Q3 performance update

May

• Annual results announcement

and presentation webcast

• Citi diversified financials

conference

July

• Q1 performance update

• Chair’s meetings with

shareholders

• RBC retail conference

November

• Half-yearly results

announcement and

presentation webcast

• JPMorgan UK Leaders

conference

• Barclays retail forum

March

• Action capital

markets seminar

• Morgan Stanley

financials conference

December

• Redburn CEO conference

January

• Consultation on

proposed Executive

Director salary changes

3i Group plc | Annual report and accounts 2025 111

Governance

Division of responsibilities continued

Engaging with stakeholders continued

		Institutional investors • One-on-one meetings with 3i’s UK and international principal shareholders twice a year and throughout the year as required. • Large group investor calls are held after the publication of the annual and half-year results and quarterly performance updates, and after other significant developments, to target both existing and potential institutional investors. • The Chair offers to meet with significant institutional shareholders once a year and met a number of large institutional holders in July 2024. The SID and the Audit and Compliance Committee Chair are also available as required. • In January 2025, the Chair of the Remuneration Committee consulted our largest shareholders on proposed changes to the Executive Directors’ remuneration. • Meetings with potential shareholders on a regular basis as part of arranged UK and international roadshows and as required. • Participation in conferences for institutional investors organised by a number of international banks and brokers. • Engagement with analysts from investment banks by the Group Investor Relations and Sustainability Strategy Director.				Annual and half-year results presentations • The annual and half-year results are presented via live webcasts accessible to all on the 3i website. Listeners are encouraged to submit questions during the webcasts.
						Individual investors • Can attend live webcasts of the results presentations and capital markets seminars. • Can engage directly with non-executive Directors, Executive Directors, the Company Secretary and the Group Investor Relations Director at the AGM. • Can engage with and contact the Group Investor Relations and Sustainability Strategy Director and the Company Secretary, whose contact details are on the website, to raise issues and provide feedback.
						Annual General Meeting • The AGM is held as an in person meeting, preceded by business presentations from the Chair and Chief Executive. • Shareholders are encouraged to ask questions during the meeting and have the opportunity to meet Directors before and after the formal proceedings.
			Capital market seminars • Two capital markets seminars in FY2025, held in September 2024 and March 2025, both held via a webcast accessible to all on the 3i website. • The September 2024 seminar included presentations from the investment teams on our Private Equity investments in the Services & Software sector, as well as on our investment in Audley Travel. • The March 2025 seminar focused on Action, with results and strategy updates from the CEO and CFO of Action, as well as an update by the 3i Chief Executive.
								Website • The 3i website (www.3i.com) provides a wealth of useful and detailed information for all existing and potential shareholders, who can also sign up for our email alert service to be notified of key announcements. • The website was refreshed in FY2025 to provide more user-friendly content and information.

Outcome of engagement with shareholders

The extensive Investor Relations programme enables investors to

understand 3i’s performance, assists them in making their investment

decisions and provides them with an opportunity to engage with

Directors and senior management. Executive Directors routinely

update the Board on investor relations activities and on any feedback

received from analysts and shareholders. Any major issues brought

up by shareholders concerning the Group are communicated to and

discussed with the Board.

3i Group plc | Annual report and accounts 2025 112

Governance

Division of responsibilities continued

Engaging with stakeholders continued

Engaging with other stakeholders

Stakeholders		Engagement		Outcome
Employees		Why? 3i is a people business. Our people are critical to the success of the Company and we rely on having motivated people with the appropriate expertise and skills required to deliver our strategy. How? Our approach as a responsible employer is described in the Sustainability section. The Directors’ report on page 152 includes details on their engagement with our employees. We continue to support our employees and to maintain strong employee engagement.		Having meaningful engagement with employees helps create a strong, supportive work culture, which develops and retains talent, enabling 3i to continue to deliver strong performance.
					Pages 52-55 Sustainability report
Portfolio companies			Why? 3i’s long-term, responsible approach to its investments means that it participates in the active management of its portfolio companies. Close engagement and a strong governance framework enables us to help them grow and create value. How? Our investment teams work closely with investee companies and their management teams. One or more investment team professionals are usually appointed as directors of each investee company. In addition, regular forums across the Private Equity and Infrastructure portfolios share best practice and experience. During the year, we held our biennial CEO and Chair forum with a theme of the growth agenda. Topics discussed ranged from the global macro-economic climate and current geopolitical uncertainties, to delivering growth through buy-and-build and the latest advancements in Generative AI. We held a CTO Forum with 25 CTOs from across our private equity and infrastructure portfolio. Discussions explored the importance of IT in business strategy and delivering a successful ERP transformation, as well as sessions on GenAI and cybersecurity. We also held a CTO Artificial Intelligence webinar where colleagues shared progress and learnings on the GenAI landscape.				We are able to share best practice and connect management teams across the portfolio. Growing and generating value in the portfolio companies enables 3i to generate attractive returns for our shareholders and fund investors, contributing towards the long-term success of 3i.
						Pages 14-15 Our business model
					Pages 42-51 Sustainability report
					Pages 19-38 Investment activity
	Fund investors			Why? Fund investors, like shareholders, want to understand and have confidence in 3i’s strategy, performance, culture, sustainability policies, compliance and governance. It is also important that the Board and management understand issues that are specific to them. How? There is an engagement programme with fund investors and co-investors led by the Fund Investor Relations team with regular and ad hoc meetings, supported by comprehensive reporting. The Chief Executive and relevant investment professionals participate in some of these meetings, as appropriate.		Fund investors have provided capital we have invested in certain assets as part of our investment management activities and which generates fee income for 3i. They are customers to whom we owe regulatory duties. Positive engagement with Fund investors enhances our relationship with them and provides them with the information they require to maintain their investment in the relevant fund.
					Page 37 Assets under management

3i Group plc | Annual report and accounts 2025 113

Governance

Division of responsibilities continued

Engaging with stakeholders continued

 

Stakeholders		Engagement		Outcome
Debt holders		Why? Access to debt markets provides important flexibility and resilience to the Company’s financial structure. How? Together with the Group Finance Director, the Group Treasurer engages with debt providers, hedging counterparties and rating agencies through regular reviews and updates including the Group’s results presentations. A dedicated section on 3i.com is maintained for debt investors.		The Company’s ability to issue further bonds where appropriate (as with the successful issue in 2023 of our €500 million euro bond) demonstrates the benefits of positive engagement with debt holders.
					Page 70 Financial review
					Page 94 Directors’ duties under Section 172
					Pages 181-182 Notes to the accounts
Government and Regulators		Why? The Company works in a regulated environment and can only continue to operate if it complies with relevant laws and regulations. How? Our Group Compliance team and local professionals lead our relationships with national and international regulators, including the UK FCA, the US SEC and the Luxembourg CSSF. The Company actively participates in policy forums, engages on regulatory matters and is a member of a number of industry bodies, including the British Private Equity & Venture Capital Association and Invest Europe. We maintain relationships with other governance-related bodies including the FRC, relevant UK government departments, ESG rating agencies, the FTSE Women Leaders Review, the Parker Review and proxy advisers through participation in consultations, surveys and events.		Maintaining open and constructive dialogue and strong relationships with relevant authorities and governance bodies helps support the achievement of our strategic goals within a compliant framework.
Third-party professional advisers and service providers		Why? The Company relies on its extensive network of professional advisers and service providers to help it originate, analyse and execute new investments, to assist with portfolio management and to support the business operations of the Company. How? The investment teams, Executive Directors and functional teams lead these relationships and maintain close and regular dialogue with our professional advisers and service providers who include due diligence providers, operational and IT support providers, law firms, the Registrars, the External auditor and the Company’s corporate brokers.		The support from our advisers and service providers contributes to 3i’s long-term success.
Communities		We embed responsible business practices throughout our organisation by promoting our values and culture. We use our influence with our portfolio companies to ensure that they assess their environmental and social impacts and dependencies and, where relevant, devise strategies to address them. We also partner with organisations and charities that support charities which relieve poverty, promote education and support elderly and disabled people.		For details of the Company’s contribution to and engagement with communities see the Sustainability section.
					Page 56 Act as a good corporate citizen

3i Group plc | Annual report and accounts 2025 114

Governance

Composition, succession and evaluation

Board performance review

In accordance with the Code, during the year, the Board conducted its annual review of

its own performance and that of its Committees and the Chair. The review process

operates on a three-year cycle being externally facilitated at least once every three years.

During the year, the performance review was undertaken externally by Lintstock Limited.

Lintstock Limited performed no other services for the group during the year.

	Board performance review process
	Each Director and member of Executive Committee completed a Board performance review questionnaire and (except in the case of the Chair) a Chair performance review questionnaire. They each had a one-on-one discussion with Lintstock.		Responses to the Board performance review questionnaire were collated by Lintstock and a report shared with the Chair on a non- attributable basis.	The Lintstock Chair review report was shared with the Senior Independent Director.	The Senior Independent Director led the review by the other Directors of the Chair’s performance and discussed the outcome of the review with him.	The report from Lintstock was shared and discussed with the Board at its March 2025 meeting.

Topics covered in the 2025 review • Board composition; • Board dynamics and relationships; • Meetings, support and Committees; • Understanding stakeholder views; • Oversight of strategy and investments; • External developments and risks; and • People and succession. Findings from the 2025 review The overall finding was that the Board had continued to perform strongly and had benefitted from the leadership provided by the Chair. The review was very positive across a broad range of issues. It confirmed a consensus between the Board and executives that they were working well together and were focussed on the right issues and priorities for the year ahead. The Board agreed steps including: • to continue promoting greater interaction between non- executive Directors and the investment teams and to deepen non-executive Directors’ knowledge of the portfolio. This would include greater in person attendance at the six-monthly portfolio asset reviews; • to review the allocation of Board time between Action and other parts of the business, including potential long-term hold assets; • to provide additional opportunities for non-executive Directors to discuss people and organisational development topics directly with the Chief Human Resources Officer; and • to provide additional opportunities for non-executive directors to discuss investor feedback and themes with the Group Investor Relations Director and Sustainability Strategy Director.

3i Group plc | Annual report and accounts 2025 115

Governance

Composition, succession and evaluation continued

Focus areas from the 2024 performance review	Actions and steps taken
Continued oversight on the performance of Action and other long-term-hold assets, and ensuring the Board developed and maintained appropriate mechanisms to satisfy itself in this regard.	The Board received regular updates on the performance of both Action and Royal Sanders, the Company’s second identified long-term hold asset. Non-executive Directors attended the six monthly asset reviews and the Board and Valuations Committee considered and approved the quarterly valuations. In January 2025, the Board visited Action’s head office and received presentations from the Action's CEO and other senior executives as well as visiting an Action store. The Board also received a presentation on Royal Sanders from the relevant investment team.
Maintaining oversight over the rest of the Private Equity and Infrastructure portfolio.	The Board maintained oversight over the Private Equity and Infrastructure portfolios in various ways including regular reports from the Chief Executive, involvement in the six- monthly asset reviews, consideration and approval of the quarterly valuations as well as presentations from investment teams and from portfolio companies. In the year, the Board received presentations from the CEOs of Action, European Bakery Group, Luqom, OMS, and the deal team of Royal Sanders.
Director succession planning.	Nominations Committee keeps Director succession planning under review considering the size, balance and composition of the Board in light of likely retirements and the needs of the Board going forward. For further details, see the report of the Nominations Committee on pages 116 to 120. During the year, Russell Reynolds, an independent search firm, assisted Nominations Committee in the search for a new non-executive Director. The process focused on the best candidate with appropriate skills and qualifications including being able to chair the Audit and Compliance Committee when Stephen Daintith retires from the Board. Hemant Patel was appointed as a Director in February 2025.
The form and process for the FY2025 board performance review.	After discussions on the form and process for the FY2025 Board performance review, the Board decided that as required by the UK Corporate Governance Code the FY2025 review should be externally facilitated and also decided that for continuity the review should be facilitated by Lintstock Limited which had led previous reviews.

Directors review of the performance of the Chair

In her role as Senior Independent Director, Lesley Knox led a review by the Directors of the performance of the Chair which was also

facilitated by the results of the Board performance review conducted by Lintstock Limited. Ms Knox subsequently reported back to the

Board on the review and provided feedback to the Chair.

Read more on page 116

Nominations Committee report

3i Group plc | Annual report and accounts 2025 116

Governance

Composition, succession and evaluation continued

Nominations

Committee report

David Hutchison

Committee Chair

	I am pleased to present the Nominations Committee report for the year ended 31 March 2025 . My report explains the role of the Committee and its work this year.
	What the Committee reviewed in FY2025
	• Board and senior management succession – Non-executive Director recruitment – Chair tenure – Contingency Executive Director succession plan – Board and senior management succession plans
	• Board and Chair evaluation
	• Size, balance and composition of the Board
	Committee membership		Meetings
	David Hutchison (Chair)		2(3)
	Stephen Daintith		3(3)
	Lesley Knox		3(3)
	Coline McConville		3(3)
	Peter McKellar		3(3)
	Hemant Patel		1(1)
	Alexandra Schaapveld		3(3)
	The column above headed “Meetings” shows the number of meetings of the Committee attended by each member during the year, together with, in parentheses, the number of meetings they were entitled to attend. As explained in this report Mr Hutchison did not attend the meeting which included discussions of the Chair’s tenure and performance.

Dear Shareholder

Role and purpose of the Committee

The Committee’s principal role is to ensure the Board has the

necessary skills and experience to enable the Group to deliver its

current and future strategic objectives. In doing this it keeps under

review the size, balance and composition of the Board and ensures

that plans are in place for orderly succession for both the Board and

senior management positions, including contingency plans for

unanticipated events. It also reviews the Company’s work on diversity,

equity and inclusion. The Committee’s discussions are

complemented by discussions at meetings of the full Board

where appropriate.

Directors

Directors’ biographical details are set out on pages 102 and 103.

All Directors are subject to re-appointment every year. Accordingly,

at the AGM to be held on 26 June 2025, all the Directors will retire

from office and, being eligible, will seek re-appointment. The Board’s

recommendation for re-appointment of Directors is set out in the

2025 Notice of AGM.

Hemant Patel was appointed to the Board as an independent non-

executive Director with effect from 3 February 2025. There were no

other changes to the membership of the Board during the year.

Throughout the year, Lesley Knox continued to serve as Senior

Independent Director. As Senior Independent Director, Lesley

provides support to me, acts as an intermediary with the other

Directors, if necessary, and oversees my appraisal and the review

of my tenure by the other Directors. Lesley is also available to the

Company’s shareholders to address any concerns they have been

unable to resolve through me, Simon Borrows or James Hatchley

or where they consider these channels to be inappropriate.

3i Group plc | Annual report and accounts 2025 117

Governance

Composition, succession and evaluation continued

Nominations Committee report continued

Appointments and appointment process

We maintain a structured and transparent procedure for identifying

the requisite skills and experience, evaluating suitable candidates,

and appointing new Directors. For non-executive Directors, the

assessment process includes an evaluation of their availability to fulfil

their roles. Recommendations for appointments require Board

approval. There was one non-executive Director appointment during

the year. Russell Reynolds, an external search consultancy, assisted in

the search process. The Committee conducted a review of its

appointment process during the year and confirmed its continued

appropriateness.

Succession planning for the Board

Our approach to succession planning seeks to ensure that Board

retirements are planned for and occur in a coordinated manner and

that the Board has an appropriate mix of skills and experience. This

mitigates risks to the Company’s strategic objectives by avoiding

gaps in key skills or a lack of continuity. The Committee believes that

length of service will not necessarily compromise the independence

or contribution of the Company’s Directors. The Nominations

Committee evaluates the appropriate balance between the retention

of the corporate memory of the Company (including detailed

knowledge of portfolio companies in which it has been invested for

many years), with maintaining a suitable rate of refreshment at any

given point in time.

The Board and Nominations Committee have carefully considered

the question of Chair tenure as detailed on page 100. In my absence

the Nominations Committee, chaired by the Senior Independent

Director, reviewed my tenure as Chair in March 2025. Further details

are set out in the Report from the Senior Independent Director on

this page and in the Corporate Governance statement on page 100.

The Board also recognises that in providing leadership, governance,

challenge and support it must, when considering the Chair tenure,

take account of matters including: the importance of Director

independence; the need to periodically refresh the Board and its

leadership; knowledge and understanding of the Company’s

investment business and its strategic objectives; as well as diversity,

continuity and retention of corporate memory. We believe that

an appropriate balance of all these factors is essential both for

the effective functioning of the Board and the delivery of the Board’s

purpose. At times, this may result in some longer-serving Directors,

including the Chair.

Report from the Senior Independent

Director on the Committee’s annual

review of Chair’s tenure

David Hutchison, who was appointed as Chair of the Board

in November 2021, has now served as a Director for more

than eleven years. This does not comply with the provisions

of the UK Corporate Governance Code (“the Code”) and

a full explanation of the background to David’s appointment

as Chair and why the Nominations Committee and the

Board believe it appropriate for the Chair to continue in

office is therefore set out on page 100.

The Board and Nominations Committee are aware of the risks

to good corporate governance which could follow from

excessive Chair tenure. As one of the measures adopted

to mitigate this risk the Nominations Committee decided

that it would review annually the continued appropriateness

of the Chair’s appointment. This review is led by the Senior

Independent Director and takes place in the absence

of the Chair.

The first such annual review, led by me, took place in March

2023 and the most recent review was conducted in March

2025. The Nominations Committee discussed the reasoning

behind the provisions of the Code limiting Chair tenure,

reviewed the circumstances of David Hutchison’s

appointment as Chair and reviewed his performance in this

role over the past year. This review was conducted in parallel

with the annual Chair evaluation which acts as a further

mitigant to the risks associated with tenure beyond nine years.

At the 2024 AGM, over 91% of shareholders who voted at the

AGM voted in favour of David Hutchison’s continued

appointment. To date, shareholders have not expressed any

significant concerns to the Company relating to David’s

continued appointment.

This year’s review concluded that David continued to

perform effectively as Chair, continued to exercise objective

judgement and continued to appropriately promote

constructive challenge amongst Board members. The

Committee noted the very favourable results from the Chair

evaluation review, in particular the exceptional support David

provides to his 3i and Board colleagues and the fact that he

strikes the right balance in terms of leading the Board in a

collegiate manner and also respecting the stewardship of the

strategy and portfolio by executive management.

The Nominations Committee also noted that in the context

of a company where long-term knowledge of the business

and its portfolio companies was of great importance, David’s

continued appointment was all the more appropriate. The

Committee concluded unanimously that David’s continued

appointment for the coming year was in the best interests

of the Company.

Lesley Knox

Senior Independent Director

14 May 2025

3i Group plc | Annual report and accounts 2025 118

Governance

Composition, succession and evaluation continued

Nominations Committee report continued

Diversity and inclusion

The Board strongly supports the principle of boardroom diversity.

The Board’s aim is to appoint Directors on merit so as to have a

Board who have an appropriate mix of skills, experience and

knowledge which is diverse in terms of gender, social and ethnic

backgrounds, as well as cognitive and personal strengths. When we

engage external consultancies to assist with Director appointments,

they are instructed to put forward a diverse range of candidates for

consideration from which the Board can make appointments on merit

and against objective criteria.

The Board currently comprises ten Directors, of whom four are

women. This meets the 40% female gender diversity target set by

the FTSE Women Leaders review. The Board also meets the Parker

Review recommendation of having at least one Director from a

minority ethnic group.

During the year, the Committee reviewed the Company’s Equal

Opportunities and Diversity policy and decided that no changes to

the policy were required at this time. The Committee also reviewed

the Company’s diversity, equity and inclusion activities during the

year and considered how the Company’s Equal Opportunities and

Diversity policy had been implemented. Further details are set out in

the Sustainability report on pages 52 to 55.

The Committee reviews and monitors initiatives aimed at developing

a diverse pipeline of talent within the Company below Board level

through the succession planning process referred to above and the

appointments process. When hiring, we seek to recruit on merit from

a diverse pool of candidates.

Despite our approach the challenge nonetheless remains that there

is a limited size talent pool, particularly at senior levels, within an

extremely competitive market.

The gender balance of our employees and our senior managers

is reported in more detail in the Sustainability section on page 53.

At  31 March 2025, our employees were 60.5% male and 39.5%

female. The under-representation of women in senior management

and investment roles at 3i is an issue we share with much of the

private equity and alternative asset investment sector. Nonetheless,

3i continues to focus on increasing the number of women in these

roles, whilst recognising that significant change will take time to

achieve. As at 31 March 2025, 20% of Executive Committee plus their

direct reports who were senior managers were female. (For further

information and details on how this figure is calculated see page 53).

Details of progress and action on ethnic diversity are contained in the

Sustainability report on page 54.

The Company participates in a number of diversity, equity and

inclusion initiatives, details of which are contained in the Sustainability

report on pages 53 and 54.

Diversity of individuals on the Company’s Board and in executive management

In accordance with LR 6.6.6 R (9) of the FCA Listing Rules, the Board confirms that, as at 31 March 2025, the Company met the targets

set out in that rule in that at least 40% of the Board were women, that at least one of the specified senior positions on the Board

(the Chair, the Chief Executive, the Senior Independent Director or the Chief Financial Officer) was held by a woman and that at least

one Director was from a minority ethnic background. There have been no changes to the Board since 31 March 2025 that would

affect the Company’s ability to meet these targets.

In accordance with LR 6.6.6 R (10) of the FCA Listing Rules, the following tables set out data, as at 31 March 2025, on the ethnic

background and the gender identity or sex of the individuals on the Company’s Board and in its executive management.

			Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in executive management	Percentage of executive management
	Gender identity or sex
	Men		6	60%	3	8	89%
	Women		4	40%	1	1	11%
	a y	Not specified/prefer not to say	–	–	–	–	–
	Ethnic background
	White British or other white (including minority-white groups)		8	80%	4	6	67%
	Mixed/Multiple ethnic groups		–	–	–	–	–
	Asian/Asian British		2	20%	–	1	11%
	Black/African/Caribbean/Black British		–	–	–	–	–
	Other ethnic group including Arab		–	–	–	–	–
	a y	Not specified/prefer not to say	–	–	–	2	22%
	The tables above include data for three individuals who are included in both the Board and executive management. The Company’s approach to collecting the data used for the purposes of the above disclosures was to use data on gender or sex from our employee records and to ask the individuals which ethnic background was applicable to them together with permission to use it for this purpose, save where individuals were located in non-UK jurisdictions where we believe it would be inappropriate or unlawful to make such a request.

3i Group plc | Annual report and accounts 2025 119

Governance

Composition, succession and evaluation continued

Nominations Committee report continued

Composition of the Board

at 14 May 2025

Tenure

l 20 % >9 years	l 20 % 6-9 years
l 50 % 3-6 years	l 0 % 1-3 years
l 10 % 0-1 years

Ethnicity

l 20 % Ethnically diverse l 80 % Not ethnically diverse

Gender diversity

l 40 % Women l 60 % Men

Directors’ skills, experience and knowledge

The Directors have a range of core skills, experience and knowledge

which enable them to effectively support and appropriately challenge

management on the delivery of 3i’s strategy. These skills include the

following:

• Audit and finance

• Financial services and global markets

• Investment trusts and asset management

• Retail/Consumer/Commercial

• Remuneration

• Sustainability

• Digital

• UK plc governance

• Prior experience as Chief Executive/Chief Financial Officer/Chief

Investment Officer

Training and advice

The Company has a training policy which provides a framework within

which training for Directors is planned with the objective of ensuring

Directors understand the duties and responsibilities of being

a director of a listed company and are updated on developments

that particularly impact 3i. All Directors are required to keep

their skills up to date and maintain their familiarity with the Company

and its business.

On appointment, all non-executive Directors participate in an

extensive induction programme. They have discussions with the Chair

and the Chief Executive. This is followed by briefings on: strategy;

finance; Private Equity and Infrastructure including portfolio assets;

external funds and co-investment and legacy funds; HR,

remuneration and carry schemes; and legal, regulatory and

compliance matters including the responsibilities of Directors. The

Company provides opportunities for non-executive Directors to

obtain a thorough understanding of the Company’s business by

meeting members of the senior management team who in turn

arrange, as required, visits to investment or support teams.

In the year, Directors received presentations on Generative AI and

the economic outlook, in addition to presentations given by the

CEOs and Private Equity investment teams of a number of portfolio

companies. They also received, during the course of Board and

Committee meetings, updates on developments in relation to

regulatory matters, sustainability, risk, financial and other reporting

requirements and the UK and global tax environment. Directors have

the opportunity to suggest additional subjects for presentations

where they believe it would be helpful. All non-executive Directors

have the opportunity to access the Company’s compliance e-training

modules which are used to train the Company’s employees on

regulatory compliance matters.

The Company has procedures for Directors to take independent

legal or other professional advice in relation to the performance

of their duties. In addition, Directors have access to the advice

and services of the Company Secretary, who advises the Board,

through the Chair, on governance matters.

3i Group plc | Annual report and accounts 2025 120

Governance

Composition, succession and evaluation continued

Nominations Committee report continued

Activities in the year

What was discussed		What the Committee did		Outcome
Board and senior management succession		Size, balance and composition of the Board, and non-executive Director appointments The Committee has continued to keep Board succession plans as well as the size, balance and composition of the Board under review. During the year, one appointment of a new non-executive Director was made. The Board now comprises ten Directors, being the Chair, three executive Directors and six independent non-executive Directors.		The Committee remains of the view that a nine or 10 member Board is an appropriate size of Board for the Company and that the Board has the right balance of skills and experience.
		Contingency Executive Director succession plan The Committee reviewed its short-term contingency succession plans for scenarios where any of the executive Directors was unexpectedly unable to carry out their duties.		The Committee noted the existing contingency arrangements for circumstances where any of the executive Directors suddenly became unable to carry out their duties. No changes to these arrangements were recommended.
		Senior management succession plans In relation to succession planning below Board level, and as part of the Board’s work to support the development of a diverse pipeline of talent, the Committee and the Board considered and discussed the 2024 Group Succession Planning and Strategic Capability Review, which was presented to the Directors by the Chief Human Resources Officer and other relevant Executive Committee members. This annual review identifies development and succession plans for key staff, including all members of the Executive Committee and their direct reports, with details of short-term contingency arrangements in case of a sudden vacancy, planned successors and identification of those who, with further experience, could be potential longer-term successors.		The Board and the Committee were able to satisfy themselves as to the appropriateness of the succession planning process in place for senior positions within the Group.
	Board performance review		Details on how the annual Board performance review process was conducted and areas covered are on pages 114 and 115. The evaluation process for the year was externally facilitated by Lintstock Limited. The Committee reviewed the evaluation process which had been followed in the year with a view to identifying whether any changes or improvements should be made for future years.		Details on the actions taken in response to the 2024 review and details of the outcome of the 2025 review are set out on pages 114 and 115.
	Review of Chair tenure		The Committee keeps the continued tenure of the Chair under regular review. This process is led by the Senior Independent Director and is particularly important given that the Chair has served as a Director for in excess of nine years.		Details of the review are set out on page 117 in the report from the Senior Independent Director. The Committee concluded that the Chair’s continued appointment for the coming year was in the best interests of the Company.

David Hutchison

Chair, Nominations Committee

14 May 2025

3i Group plc | Annual report and accounts 2025 121

Governance

Audit, risk and control

Audit and Compliance

Committee report

Stephen Daintith

Committee Chair

	I am pleased to present the Audit and Compliance Committee report for the year ended 31 March 2025. My report explains the Committee’s work this year.
	What the Committee reviewed in FY2025
	• Financial and non-financial reporting • External audit • Internal control, compliance and risk management • Risk review
	Committee membership		Meetings
	Stephen Daintith (Chair)		6(6)
	Coline McConville		6(6)
	Alexandra Schaapveld		6(6)
	Hemant Patel1		1(1)
	1 Mr Patel joined the Board on 3 February 2025.
	The column above headed “Meetings” shows the number of meetings of the Committee attended by each member during the year, together with, in parentheses, the number of meetings they were entitled to attend. Other regular attendees at the Committee meetings include the following: the Chair; Chief Executive; Group Finance Director; Chief Operating Officer; Company Secretary; Director of Group Reporting and Valuations; Head of Internal Audit; Head of Group Compliance; and the External auditor, KPMG LLP.

Dear Shareholder

We held six regular scheduled meetings this year, four of

which were coordinated with 3i’s external reporting timetable.

During the year, the Committee focused time on the Group’s

technology roadmap which encompasses our IT strategy, cyber

security, key system implementations, data strategy and architecture

and emerging technologies including artificial intelligence.

Management have successfully implemented a new treasury

management system and HR system in FY2025, and are progressing

well with a new ERP system. The Committee was also updated on the

AI initiatives across the Group and our portfolio companies.

In anticipation of the new requirements under provision 29,

applicable to financial years beginning on or after 1 January 2026, the

Committee considered management’s identification of key material

controls across financial and non-financial reporting operations and

were satisfied that the Group’s operations remain well controlled and

the Group is well positioned to satisfy the new rules and reporting

requirements under provision 29. An integral part of our control

environment is the work our Internal Audit function conduct, and

during the year, we oversaw the successful selection and transition

of a new head of Internal Audit.

The Audit Quality Review team (AQRt) of the FRC performed a review

of KPMG’s audit of the Group’s FY2024 financial statements. The

Committee reviewed and discussed the report with KPMG.

In advance of each Committee meeting, I met with the Group

Finance Director, the Chief Operating Officer and the Heads

of Compliance and Internal Audit to discuss their reports as well as

any relevant issues. I also met privately with KPMG as part of my

ongoing review of their effectiveness and, periodically, with other

members of the 3i senior management team. I continue to have

regular discussions and planning meetings with management and

KPMG on delivering an effective audit.

The rest of the report sets out in detail the Committee’s activities

in the year. It is structured as follows:

• Governance

• Report on the year

• Areas of accounting judgement and control focus

• Risk management and internal control effectiveness

• Internal audit

• External audit

I look forward to engaging with you on the work of the Committee.

Stephen Daintith

Chair, Audit and Compliance Committee

14 May 2025

Audit and Compliance committee’s terms of reference

www.3i.com/investor-relations/governance/principal-board-committees

3i Group plc | Annual report and accounts 2025 122

Governance

Audit, risk and control continued

Audit and Compliance Committee report continued

What the Committee reviewed in FY2025

Financial and non-financial reporting

• Annual and half-year reports and quarterly performance

updates

• Key accounting judgements and estimates

• Update on the relevant thematic reviews from the FRC

• Reviewed the Annual report to ensure that it is fair,

balanced and understandable, including APMs

• Going concern, Viability and Resilience statement

• Sustainability disclosure enhancements including TCFD

reporting and science-based targets

External audit

• Confirmation of the external auditor independence

• Policy and approval for non-audit fees

• FY 2025 audit plan, including significant audit risk (being

the valuation of the unquoted investment portfolio)

• Audit results report, including the results

from testing Key Audit Matters

• External auditor performance and effectiveness

Internal control, compliance

and risk management

• Review of 3i’s system of risk management and internal

control, including overseeing implementation of a new

financial reporting key internal controls system, replacing

the existing system

• Internal audit reports assessing internal control, processes,

fraud and matters relevant to financial reporting

• Review of the Viability statement and the supporting

stress test scenarios

• Update on cyber security and penetration tests

• Business resilience including IT and disaster recovery

• Annual staff verification exercise

• Audit and Assurance policy

Risk review

• Valuation reports and recommending the investment

portfolio valuation to the Board

• Review of investment themes from portfolio company

review process and portfolio performance including

sustainability issues and risks

• Regular reviews of compliance with regulatory rules and

compliance monitoring findings

• Annual tax update and reports on tax policy and strategy

• Reports from the Group Risk Committee (“GRC”) and the

risk log

• Update on litigation matters

Governance

All members of the Committee are independent non-executive

Directors. The Board believes members have the necessary range

of financial, risk, control and commercial experience required to

provide effective challenge to management. In particular, the Board

is satisfied that Stephen Daintith has recent and relevant financial

experience as outlined in the Code and the Committee as a whole

has competence relevant to the sector in which it operates.

The attendance of members at meetings is shown in the table

on page 121.

The Committee meets privately for part of its meetings and also has

regular private meetings with the External auditor, the Group Finance

Director, the Chief Operating Officer, the Head of Internal Audit

and the Head of Compliance in the absence of other members

of the management team.

Report on the year

The review work of the Committee in the past year is summarised

in the table on this page. This work included the assessment and

evaluation of the areas of significant accounting judgement, and

monitoring the effectiveness of 3i’s risk management framework

as described in more detail later in this section. In addition, the

Committee focused on a number of topics, which are set out below.

Taxation

The Committee received an annual update from the Group Tax

Director on the Group’s taxation status which covered liaison with

fiscal authorities in the UK and other jurisdictions, relevant external

developments, and material tax projects.

Cyber security and IT

The Committee also received an annual update on cyber security

and key IT projects. There were no serious cyber incidents reported

in the year and the Committee noted the work undertaken to: further

improve 3i’s cyber security maturity and detective and protective

controls; enhance business operational resilience and manage third

party IT supplier risk; and maintain staff training and awareness on

cyber security risks. The update on IT projects covered resilience and

continuity planning, and monitoring progress on key system projects,

including the replacement of the Treasury Management and HR

systems completed during the year, and of the ERP system, currently

underway.

Going concern and viability

The Directors are required to make a statement in the Annual report

and accounts as to 3i’s viability. The Committee provides advice to

the Board on the form and content of the statement, including the

underlying assumptions. In advance of the year-end the Committee

reviewed the Group’s proposed stress test scenarios to support the

going concern basis and Viability statement. At the year end, the

Committee evaluated a report from management setting out its view

of 3i’s viability and content of the proposed Viability statement.

3i Group plc | Annual report and accounts 2025 123

Governance

Audit, risk and control continued

Audit and Compliance Committee report continued

This report was based on the Group’s strategic plan and covered

forecasts for investments and realisations, liquidity and gearing,

including forecast outcomes of the stress tests and forecast capital

and liquidity performance against an assessment of the Group’s risk

profile. It incorporated the 31 March 2025 valuations

and consideration of a range of economic outcomes. The Committee

discussed whether the choice of the three-year period remained

appropriate and concluded that it remained the most appropriate

period and provided more certainty on the Group’s performance due

to the nature of the Group’s business and its risk appetite to invest

in Private Equity and Infrastructure investments for a period of four

to six years, whilst acknowledging the reduced reliability of

assumptions in the later period of the plan. See our Resilience

statement on page 127 for further details.

The Directors believe the Group has sufficient financial resources

and liquidity, is well placed to manage business risks in the current

economic environment, and can continue operations for a period

of at least 12 months from the date of issue of these financial

statements. The Directors have also considered key dependencies

set out within the Risk management section including investment

and operational requirements.

Taking into account the assessment of the Group’s stress testing

results and its risk appetite statement on page 80, the Committee

agreed to recommend the Viability statement and three-year viability

period which was subsequently approved by the Board.

Audit and Assurance policy

Our Audit and Assurance policy was considered by the Committee

as part of its review of the effectiveness of 3i’s risk management and

internal control system; in particular, in its assessment of the scope

and adequacy of audit and assurance activities.

Areas of accounting judgement and control focus

The Committee pays particular attention to matters it considers

to be important by virtue of their complexity, level of judgement

and potential impact on the financial statements and wider business

model. Significant areas of focus considered by the Committee are

detailed on the next page, alongside the actions taken by the

Committee (with appropriate challenge from the External auditor)

to address them.

3i Group plc | Annual report and accounts 2025 124

Governance

Audit, risk and control continued

Audit and Compliance Committee report continued

Areas of accounting judgement and control focus

	Valuation of the proprietary capital investment portfolio		Area of significant attention The most material area of judgement and estimation in the financial statements, and noted as a significant risk and Key Audit Matter by the External auditor, relates to the valuation of the unquoted investment portfolio, which, at 31 March 2025 , was £ 24,663 million, or 93% of gross assets, under the Investment basis. In recognition of the importance of this area, the Board has a Valuations Committee to review the valuations policy, process and application to individual investments. The Valuations Committee provides quarterly oral reports to the Audit and Compliance Committee and the Board, supported by the relevant minutes of the Valuations Committee.		What the Committee reviewed and concluded On behalf of the Board, the Committee received and evaluated quarterly reports from the Chair of the Valuations Committee and the External auditor, with particular focus on the assumptions supporting the valuation of unquoted asset investments, any valuation uncertainties and the proposed disclosures in the financial statements. Members of the Committee also attend the Valuations Committee meetings. The detail on the key valuation considerations and the review and challenge undertaken in the year is included in the Valuations Committee report on pages 130 to 134. The Committee also reviewed and concluded that no fair value adjustment should be made to the investment entity subsidiaries’ NAVs and judgement for control is appropriate for those investees and funds consolidated within the Group.
	Fair, balanced and understandable and the presentation of 3i’s reports and accounts		Area of significant attention Under the Code, the Board should establish arrangements to ensure the Annual report presents a fair, balanced and understandable assessment of the Group’s position and prospects. The Group prepares the non-GAAP Investment basis financial statements to provide a disaggregated view of the underlying portfolio alongside the IFRS basis to aid in the understanding of the results and performance of the underlying portfolio.		What the Committee reviewed and concluded The Committee reviewed the half-yearly and annual financial statements as well as the quarterly performance updates with management, focusing on the integrity and clarity of disclosures and enabling the Board to provide the fair, balanced and understandable confirmation to shareholders in the Annual report and accounts 2025. A report summarising the considerations for the Annual report and accounts 2025 was reviewed by the Committee in advance of the year-end and a summary of the detailed procedures undertaken was prepared alongside the Annual report and accounts 2025 .

3i Group plc | Annual report and accounts 2025 125

Governance

Audit, risk and control continued

Audit and Compliance Committee report continued

Internal audit

The Committee continued to monitor the scope, activity,

and resources of the Group’s Internal Audit function, including

approving the internal audit plan and assessing whether its operating

model remained effective and in line with relevant professional

standards. The Committee receives quarterly updates on internal

audit activity, including the results of reviews of 3i’s investment offices

and professional services teams; updates on outstanding agreed

actions from previous reports; and any changes to the audit plan in

response to business developments or new areas of higher risk.

In the absence of an external quality assessment in FY2025, the

Committee also received an effectiveness self-assessment from

the Head of Internal Audit which is designed to assist the Committee

in its monitoring of the function.

Based on reports and other evidence seen, and meetings held over

the course of the year, the Committee concluded that the Internal

Audit function remained effective.

External audit

The Committee has responsibility for making recommendations

to the Board on the appointment of the External auditor,

determining its independence from the Group and its management

and agreeing the scope and fee for the audit.

Jonathan Mills, who has served as the lead audit partner since his

appointment in 2021, is currently completing his fifth audit in this role.

In line with rotational requirements, a new lead audit partner has

been appointed for FY2026. Accordingly, the Committee has

endorsed the appointment of Fang Fang Zhou as Jonathan Mills’

successor.

Auditor independence

The Group has a policy for setting out what non-audit services can be

purchased from the firm appointed as External auditor or a member

of the firm’s network. The aim of the policy is to support and

safeguard the objectivity and independence of the External auditor

and to comply with the FRC’s Ethical Standards for auditors. It also

ensures that where fees for approved non-audit services are greater

than a pre-determined limit, they are subject to the Committee

Chair’s prior approval.

The policy permits certain non-audit services to be procured,

following approval, when the Committee continues to see benefits

for the Group in engaging KPMG. Examples of this include work:

• that is closely related to the external audit as described in para 5.36

of the FRC’s Ethical Standards;

• where a detailed understanding of the Group is required; and

• where KPMG is able to provide a higher quality and/or better

value service than other potential providers.

The key principle of our policy is that permission to engage

the External auditor will always be refused when a threat to

independence and/or objectivity is present or perceived or without

any proper safeguards in place. In line with the FRC’s Ethical

Standards, 3i will not generally use KPMG for any non-audit services

(unless explicitly permitted) that are not closely related to KPMG’s

role as 3i’s External auditor. This includes tax and legal, consulting

and investment-related services such as due diligence.

All proposals for services with KPMG must be forwarded to the Chief

Operating Officer in the first instance and will require approval by the

Chair of the Audit and Compliance Committee above a defined limit

and provided the work is not closely related to KPMG’s role as 3i’s

External auditor. Examples of services that require additional

approval include:

• the fee exceeds £100,000; or

• the service is work other than services closely related to KPMG’s

role as 3i’s External auditor.

Smaller engagements with fees of less than £100,000 and services

that are explicitly permitted and are not considered closely related

to the audit are approved by the Chief Operating Officer on behalf

of the Committee.

KPMG has reviewed its own independence in line with these criteria

and its own ethical guideline standards. This includes the review of

due diligence processes undertaken within the Group’s investment

activities. KPMG has confirmed to the Committee that following its

review it is satisfied that it has acted in accordance with relevant

regulatory and professional requirements.

Audit and non-audit fees

The total audit fee for the year was £2.9 million (2024: £3.1 million).

Non-audit fees paid to the External auditor were £0.4 million

(2024: £0.4 million). Non-audit service fees represent 14% of the audit

fee and remain well within the cap of 70% of the average audit fee

over the previous three years. The Committee concluded that these

fees fell within its criteria for engaging KPMG and do not believe they

pose a threat to the External auditor’s independence or objectivity.

Assessing external audit effectiveness

The Committee reviews the effectiveness of KPMG through the

use of questionnaires completed by management, by considering

the extent of its contribution at Committee meetings throughout

the course of the year, and in one-to-one meetings.

The FY2025 evaluation also reviewed the quality of the audit process,

the use of KPMG’s valuation specialists to support the audit of the

portfolio valuations and the technical knowledge of the team.

The Committee concluded that the audit was effective and that

there should be a resolution to shareholders to recommend the

re-appointment of KPMG LLP at the 2025 AGM.

Risk management and internal control framework

The Committee is responsible, on behalf of the Board, for

overseeing the effectiveness of the Group’s risk management

and internal control system. The overall framework is reviewed by the

Committee in accordance with the Guidance on Risk Management,

Internal Control and Related Financial and Business Reporting issued

by the FRC.

The GRC, Executive Committee and senior managers are required to

provide the Committee with regular updates on a range of topics to

enable the Committee to form a view on the Group’s principal risks,

risk mitigation plans and any significant new risks, themes or

developments.

3i Group plc | Annual report and accounts 2025 126

Governance

Audit, risk and control continued

Audit and Compliance Committee report continued

The GRC provides an update on the assessment of the Group’s

principal risks and new and emerging risks, together with details

of how these are being managed or mitigated in the context of the

Group’s strategic objectives and risk appetite. The reports also

include updates on key sustainability risks and developments, both in

relation to the Group and the investment portfolio. Further details

can be found in the Risk management section on pages 80 to 93.

The Committee receives a range of reports and information on the

operation of the Group’s system of internal control, including controls

over financial reporting. The Group’s external reporting is subject to

a well-established input, review and verification process, which the

Committee is briefed and consulted on.

Details of what the Committee reviewed can be found in the tables

on pages 122 and 124. A summary of the key control framework is set

out below.

Review of effectiveness

For monitoring and reporting purposes, a significant control

failure or weakness is defined as one resulting in or with potential

to result in a material misstatement in the financial statements or loss

to the business, or significant reputational damage, penalties or

sanctions.

Both the External and Internal Auditors provide the Committee with

details of their respective reporting frameworks, including materiality

limits and risk ratings. This is to ensure there is an understanding of

how the definitions are applied in evaluating the nature and severity

of any risk or internal control findings and the appropriateness

of remedial action plans.

The Committee’s review of the risk management and internal control

system takes into account the various updates and reports outlined in

this section. In addition, the Committee receives an annual risk and

internal control effectiveness review from Internal Audit and an end-

of-audit report from the External auditor. The Executive Committee,

supported by their direct reports, is also required to sign-off an

annual control attestation, the results of which are reported by

Internal Audit. The Committee also reviews the Group’s anti-fraud

programme and use of the whistle blowing facility.

The Committee performed its annual review of the system’s

effectiveness and reported its conclusions to the Board. The Board

noted that the system has been in place for the year under review

and up to the date of approval of this Annual report and accounts

2025, and that there had been no significant control failings or

weaknesses which required remedial action.

	Summary of key control framework
		Investment process		Investment portfolio companies		Investment portfolio management
		• Due diligence process • Investment procedures • Investment Committee review and approval • Sustainability assessment • Responsible Investment policy		• 3i Board representatives • Active management of senior appointments • Minimum sustainability requirements		• Procedures for portfolio management • Monthly portfolio company dashboards and performance monitoring • Six-monthly investment and portfolio company reviews, including reporting against sustainability requirements
		Viability and going concern		Valuations process		Financial reporting
		• Stress testing methodology and modelling • Analysis of assets and liabilities • Capital adequacy review process • Group strategy and liquidity forecasting models		• Approved Valuations policy • Investment and portfolio company review processes • Central oversight by the Valuations team, Investment Committee and Valuations Committee		• Framework of key financial controls and reconciliations • Portfolio, fund and partnership accounting processes • Documented analyses of complex transactions and changes in accounting requirements and disclosures • Operating expense budget
		People and culture		Advisory relationships		Third-party service suppliers
		• Values framework and HR policies • Performance management framework • Remuneration policies • Conduct and compliance policies and monitoring • Succession planning process		• Pre-approved suppliers of investment due diligence services • Tendering and approval process for other advisers, eg legal, tax • Monitoring of performance and patronage • Confidentiality and conflicts management		• Use of 3i’s Supplier Relationship Management tool • Required contractual protections, eg data security and business continuity • Oversight and governance frameworks for critical suppliers • Independent service organisation reports
		Balance sheet management		Change management		IT systems and security
		• Treasury policy and control framework • Liquidity monitoring framework • Fund transfer and release controls • Portfolio concentration and vintage control monitoring framework • FX hedging programmes		• Approval process for changes to corporate structure or new products/business areas • Ongoing monitoring of legal and regulatory changes • Active participation and engagement with government, regulators and trade bodies • Business systems project governance and oversight		• IT governance and policy framework • Access and data security controls • Back-up and disaster recovery procedures and testing • IT and cyber security monitoring and control framework, and regular penetration tests • Staff cyber security awareness training

3i Group plc | Annual report and accounts 2025 127

Governance

Audit, risk and control continued

Resilience statement

Our resilience is dependent on the success

of our investment strategy, careful management

of our balance sheet and costs, and the ability

to attract and retain a capable and diverse team.

This is underpinned by a strong institutional culture

and values, robust corporate governance, and

effective risk and operational management.

Our resilience assessment draws upon a number of interdependent

components, illustrated below. Further information can be found

in the sections on the Group’s business strategy (pages 12 to 17),

Approach to risk management (pages 80 to 93) and Sustainability

(pages 39 to 68).

Resilience

assessment

People

Portfolio

Net asset value

Liquidity

Sustainability approach

Stress test scenarios

• Economic downturn

• Underperformance of Action

• Combined scenario with

widespread economic turmoil

and concentration risk

• Impact of a significant event

• Climate change

Principal risks analysis

Long-term risks

and opportunities

3i business model

Investment Committee

Investment strategy and

Responsible Investment policy

Megatrends/investment themes

Demographic and social change

Value-for-money and discount

Digitalisation, digital transformation

and big data

Energy transition, energy security

and resource scarcity

Strategy and risk

assessment

Strategic objectives

and Key performance

indicators

Short to medium-term

risk assessment

• External environment

• Investment outcomes

• Operational

Longer-term

risk assessment

• Climate/environmental

• Geopolitical

• Societal and demographic

• Technological

• Economic

3i Group plc | Annual report and accounts 2025 128

Governance

Audit, risk and control continued

Resilience statement continued

Short-term resilience

In assessing our short-term resilience, we undertake regular portfolio

monitoring, including six-monthly strategic portfolio company

reviews and monthly trading updates for each portfolio company.

These reviews highlight and appraise sources of risk at a portfolio

company level and feed into the quarterly valuation process.

Regular portfolio updates are provided to the Board and Audit

and Compliance Committee.

We also carry out periodic assessments of the Group’s operational

resilience, including key people risks, IT systems and security

infrastructure, and critical third-party suppliers.

Active management of liquidity underpins our short-term resilience,

which is supported by the ready availability of short-term funding

and a conservative balance sheet policy that ensures a low level

of structural gearing at the holding company level.

The identification of material uncertainties, that could cast significant

doubt over the ability of the Group to continue as a going concern,

forms the basis of the Directors’ Going concern statement below.

Going concern statement

Going concern is assessed for a period of at least 12 months

from the date of approval of the Annual report and accounts.

The Directors are required to evaluate whether the Group has

adequate resources to continue in operational existence for at

least the next 12 months. The Directors have made an assessment

of going concern, taking into account both the Group’s current

performance and outlook using the information available up

to the date of issue of these financial statements.

In carrying out their assessment of going concern and short-term

resilience, the Directors considered a wide range of information,

including:

• details of the Group’s strategy, risk appetite, and business

and operating models;

• information on the Group’s principal risks and mitigation plans;

• a summary of the financial position considering performance; and

• current market volatility and geopolitical and economic

uncertainties.

The Group monitors its funding position and its liquidity risk

throughout the year to ensure it has access to sufficient funds

to meet forecast cash requirements.

At 31 March 2025, the Group remained well funded with liquidity

of £1,323 million (31 March 2024: £1,296 million). Liquidity comprised

cash and deposits of £423 million (31 March 2024: £396 million)

and undrawn RCF of £900 million (31 March 2024: £900 million).

The Group monitors its liquidity regularly, ensuring it is adequate

and sufficient. This is underpinned by the monitoring of investments,

realisations, foreign exchange hedging (including the liquidity impact

of the Group hedging programme), operating expenses and receipt

of portfolio cash income.

Liquidity is also central to the Group’s dividend policy to maintain

or grow the dividend year-on-year. This policy is subject to

maintaining a conservative balance sheet approach and is therefore

informed by the outlook for investment and realisation levels.

Allowing the Group to exercise discretion over the level of dividends

paid ensures that the Directors can recommend a sustainable

dividend which takes into account the need to maintain liquidity

for new investment and operating expenses.

The Directors have acknowledged their responsibilities in relation

to the financial statements for the year to 31 March 2025. After

making the assessment on going concern and short-term resilience,

the Directors considered it appropriate to prepare the financial

statements of the Company and the Group on a going concern basis.

The Group has sufficient financial resources and liquidity and is well

positioned to manage business risks in the current economic

environment and can continue operations for a period of at least

12 months from the date of this report. The Directors have concluded

that there are no material uncertainties or risks that could cast

significant doubt over the short-term resilience of the Group

or its ability to continue as a going concern over the duration

of that period based on investment and operational requirements.

Medium-term resilience

The assessment of medium-term resilience, which includes

the modelling of stress tests and reverse stress tests, considers

the viability and performance of the Group in the event of specific

stressed scenarios which are assumed to occur over a five-year

horizon in line with the Group’s strategic planning process.

The stress testing focuses upon the principal risks, but also

considers those new and emerging risks which are considered to be

of sufficient importance to require active monitoring by the GRC;

these include, for example, the risk of underperformance in specific

assets in the portfolio and the impact of climate change. The

medium-term resilience of the Group is examined through analysing

the impact of these scenarios on key metrics such as net asset value

and liquidity.

In each stress test scenario, the Group remains viable. The medium-

term resilience of 3i is further supported by the availability of

controllable management actions that can mitigate the impact

of certain stress events. These actions include, for example,

the flexing of investment and dividend levels for liquidity purposes.

Viability statement

The stress testing as detailed above forms the basis of the Viability

statement. 3i conducts its strategic planning over a five-year period;

the Viability statement is based on the first three years, which reflects

our long-term hold investments in Action and Royal Sanders, and the

Group’s risk appetite to invest in Private Equity and Infrastructure

investments for a period of four to six years and, therefore, provides

more certainty over the forecasting assumptions used. The Directors

assess 3i’s viability and medium-term resilience over a three-year

period from the date that the Annual report and accounts is

approved. 3i’s strategic plan and associated principal risks, as set out

on pages 85 to 93, are the foundation of the Directors’ assessment.

The assessment is overseen by the Chief Operating Officer and Group

Finance Director and is subject to challenge by the GRC, review by the

Audit and Compliance Committee and approval by the Board.

3i Group plc | Annual report and accounts 2025 129

Governance

Audit, risk and control continued

Resilience statement continued

The Group’s strategic plan projects the performance, net asset value

and liquidity of 3i over a five-year period and is presented at the

Directors’ annual strategy meeting in December and updated during

the year as appropriate. At the strategy meeting, the Directors

consider the strategy and opportunities for, and threats to, our long-

term hold assets, Private Equity and Infrastructure and the Group

as a whole. The outcome of those discussions is included in the next

iteration of the strategic plan which is then used to support the

assessment of viability and medium-term resilience. The current

iteration of the strategic plan reflects the current macro-economic

headwinds and geopolitical uncertainty.

The Group’s viability testing considers multiple severe, yet plausible,

individual and combined stress scenarios. These scenarios include a

range of estimated impacts, primarily based on providing additional

support to portfolio companies as a result of a downturn and

delaying the Group’s ability to realise and make new investments.

A key judgement applied is the extent of the impact of certain market

and economic developments, including the outlook on interest rates,

inflation and economic growth. The scenarios tested are as follows:

• widespread economic turmoil – considers the impact of

a recession, triggered by persistent inflation, a marked slowdown in

global economic growth, and weak consumer demand;

• underperformance of Action – considers the impact if 3i’s largest

asset, Action, was to suffer an extreme downturn in performance;

• combined scenario with widespread economic turmoil and

concentration risk – considers both scenarios occurring at the

same time;

• impact of a significant event – considers the impact of a loss in

value of certain portfolio companies following a material event

such as significant operational underperformance, covenant

breaches, fraud, a cyber security breach or other sustainability

issues; and

• climate change – considers the impact of climate change on

3i’s portfolio, driven by changes in consumer behaviour,

regulations, and other physical and business risks.

The assessment projects the amount of capital the Group needs

in the business to cover its risks, including financial and operational

risks, under such stress scenarios. The results of each of the stress test

scenarios indicate that the Group is able to meet its obligations as

they fall due for the viability period over three years from the date

of approval of these financial statements by, in certain cases, making

use of controllable management actions. In all these scenarios the

Directors expect the Group to be able to absorb the impact on NAV,

whilst the liquidity and solvency of the Group is protected.

Mitigating actions within management control include reducing new

investment levels, dividend levels and drawing on the existing RCF.

The analysis shows that, while there may be a significant impact on

the Group’s reported performance in the short term under a number

of these scenarios, the resilience and quality of the balance sheet is

such that solvency is maintained, and the business remains viable.

As part of the assessment of viability and medium-term resilience,

the Group also undertakes reverse stress testing to identify the

circumstances under which the Group’s business model would no

longer remain viable. These circumstances include a prolonged delay

in the projected realisation date of investments, at the same time as

continued investment by the Group at a level not supported by the

liquidity forecast. In the absence of any mitigating management

actions, these reverse stress tests determine the point at which the

Group would lack the liquidity to remain viable. Overall, the reverse

stress tests are sufficiently improbable as to provide a low risk

of impact to the Group’s viability and medium-term resilience.

In practice, in the event of a market downturn and a significant

delay in realisations, mitigating actions within management control

would be exercised to provide sufficient liquidity.

Taking the inputs from the strategic planning process and its stress

scenarios, the Directors reviewed an assessment of the potential

effects of 3i’s principal risks on its current portfolio and forecast

investment and realisation activity, and the consequent impact

on 3i’s capital and liquidity.

Based on this assessment, the Directors have a reasonable

expectation that the Company and the Group will be able to

continue in operation and meet all their liabilities as they fall due

up to at least the end of the three-year period of the assessment.

Long-term resilience

The long-term resilience of our business is underpinned

by our capabilities as a leading investor in Private Equity

and Infrastructure assets, including our long-term hold assets, and

our effective risk management of the core elements of our business

model (pages 14 and 15). This includes our long-term responsible

approach to investment, conservative balance sheet strategy and

an effective team built on a consistent set of shared values.

Fundamental to our long-term resilience is our investment strategy.

We invest capital in businesses to deliver capital returns and portfolio

and fund management cash income to cover our costs, and increase

returns to our investors. Our long-term investment horizon is possible

because we have a permanent capital base and are not driven

by fundraising cycles. We adopt a sector and thematic approach

to origination and portfolio construction which in turn supports long-

term sustainable growth in the portfolio.

Crucially, this investment approach can be adapted in response

to new and emerging risks and challenges including climate change,

societal and demographic trends and technological changes. It also

informs decision taking on portfolio realisations enabling

the composition of the investment portfolio to evolve over time.

The analysis and management of our principal risks is focused on

the short to medium term, and used as a basis to develop a range

of stress test scenarios. Although these are modelled over a five-year

horizon, the resilience shown by the Group, and its ability to recover

from these stressed situations, supports the assessment of our

resilience over a longer term. The availability and effectiveness

of management actions employed in the stress testing scenarios

demonstrates the flexibility with which we can respond to new

and emerging risks.

3i Group plc | Annual report and accounts 2025 130

Governance

Audit, risk and control continued

Valuations

Committee report

Peter McKellar

Committee Chair

	I am pleased to present the Valuations Committee report for the year ended 31 March 2025. My report explains the role of the Committee, as well as the work we reviewed this year.
	Committee membership		Meetings
	Peter McKellar (Chair)		4(4)
	Simon Borrows		4(4)
	James Hatchley		4(4)
	David Hutchison		4(4)
	Lesley Knox		2(4)
	Alexandra Schaapveld		4(4)
	The column above headed “Meetings” shows the number of meetings of the Committee attended by each member during the year, together with, in parentheses, the number of meetings they were entitled to attend. Other regular attendees at the Committee include the following: Audit and Compliance Committee Chair; Chief Operating Officer; Group General Counsel; Managing Partners of Private Equity; Director of Group Reporting and Valuations; and the External Auditor, KPMG LLP.

Dear Shareholder

The Valuations Committee plays a key role in providing the Board with

assurance that the valuation methodology and process are robust and

independently challenged. During the year, we met four times as part of the

Group’s external reporting timetable. We reviewed and challenged the

assumptions behind management’s proposed asset valuations and reported

to the Audit and Compliance Committee and the Board.

Throughout FY2025, we have maintained our usual rigour and challenge of

earnings and multiples across the portfolio. Our long-term hold assets, Action

and Royal Sanders, have delivered very strong performance, as well as a

number of other larger assets across our portfolios. As the most significant

asset by value for the Group, we continue our focus on the valuation of

Action, for which the valuation methodology used, an earnings basis, is in line

with the vast majority of our other Private Equity portfolio companies. Further

details on the Action valuation can be found on page 133.

We also spent a considerable amount of time in the year on assets facing

market-specific challenges. In these instances, where assets are at a low point

in their respective market cycles, we have discussed with management the

approach to determining the maintainability of earnings, quality of

normalisations and, where applicable, triangulation against multiple data

points to determine a fair value range. We have also spent time considering

the valuation trajectory of those assets that are in a sales process, and, for

those assets which have successfully been sold, conducted the relevant

backtesting analysis.

At the time of conducting our valuation process at 31 March 2025, equity

markets experienced heightened uncertainty as a result of the anticipated

and resulting US tariff announcements. Following the announcement, our

teams were quickly able to determine that only a small number of our

portfolio companies would likely be directly impacted, and where impacts

were identified, we would expect these to be largely mitigated. Our

valuation approach, much like the approach we have taken during other

times of heightened volatility, for example the pandemic and Russia's

invasion of Ukraine, is to maintain our longer-term view on our portfolio and

valuation multiples, and consider a wide range of data points, including, but

not limited to, the peer group current averages, long-term through the cycle

averages, recent comparable transactions and exit guidance. Our selection

of multiple movements in the year reflected this analysis.

We welcome the FCA’s 2024 review of Private Market Valuations, published

on 5 March 2025. We were selected to participate in Phase 1 of the review,

which was a questionnaire. We provided detailed responses to this

questionnaire covering how we operate our valuation process and the

policies, procedures and governance that underpin it. This was submitted

in August 2024. We were not involved in Phase 2 which consisted of an in-

depth review by the FCA of governance and processes at certain firms. Our

existing valuation policy, process and governance are aligned to the FCA’s

guidance, and we remain committed to ongoing transparency in our

valuation practices for shareholders, regulators, and other stakeholders.

3i Group plc | Annual report and accounts 2025 131

Governance

Audit, risk and control continued

Valuations Committee report continued

Our valuation process is well-controlled, rigorous, and robust, guided

by a Group Valuation Policy aligned with the IPEV principles.

Independent challenge by both management and this Committee

is integral to our process, particularly in key areas of themes and

judgement, such as earnings maintainability, appropriate multiples,

and discount rates. We apply the same discipline across all asset

classes, including in our role as manager to 3iN. Recent transactions

continue to validate our valuation approach, with premiums on exit

primarily driven by competitive tension in the exit process. We

complete backtesting of realisations to help inform on our process.

Our principal focus year on year is the Group’s unquoted investments

in Private Equity and Infrastructure, as a high level of judgement is

required to value this portfolio of assets. This portfolio accounts for

96% of 3i’s investment portfolio. The valuation of the Group’s largest

Infrastructure investment, namely the quoted holding in 3iN,

represents 3% of 3i’s investment portfolio, and the valuation is based

on the share price of 3iN at the relevant balance sheet date.

Valuations Committee’s terms of reference

www.3i.com/investor-relations/governance/principal-board-committees

At each Committee meeting, we received a detailed report from the

Group Finance Director and Chief Operating Officer recommending

the proposed valuation of the Group’s investment portfolio. This

report highlights the main drivers of value movement, analysed

between performance (movement in earnings and net debt), multiple

movements and other factors. At each meeting, we also reviewed

selected assets for detailed discussion; examples of such assets

covered during the year included Action, SaniSure, ten23 health

and Wilson.

I met the Group Finance Director and Chief Operating Officer in

advance of each meeting to discuss the key valuation assumptions

and to review management’s paper before circulation. I also met

the External auditor, KPMG, privately to discuss the results of its

quarterly reviews. These reviews challenged management’s approach

to valuations, the selection of comparable multiples and the

relevance of earnings adjustments. Additionally, KPMG selected

a sample of 11 assets, equivalent to 87% of the 31 March 2025

unquoted portfolio by value, across the half-year and full-year ends,

for an in-depth review by its specialist valuations team to help to

derive an independent valuation range. In March 2025, KPMG and

I discussed their approach to the year-end audit and their sample

of assets selected.

In advance of the half-year and full-year ends, management hold

portfolio company review (“PCR”) meetings with the respective

investment teams. Non-executive Directors, including myself, the

Chair and members of the Committee, attended a significant

proportion of the meetings held in September 2024 and March 2025.

Our valuation methodology and process remain consistent. The

valuation inputs for the Group’s portfolio companies are reviewed on

a case-by-case basis and considered against business plans, budgets,

shorter and longer-term views on trading, and sector performance.

Management considers various data points to support the fair value

of investments, including estimates of run-rate and forecast earnings

and the maintainability of these, in addition to historic earnings.

The judgements applied and resulting valuations were discussed

with the Committee and the External auditor throughout the year.

We embed an assessment of sustainability factors on our portfolio

companies throughout our investment lifecycle. These assessments

form part of our normal portfolio management process, and as part

of our PCR process, which helps inform investment decisions,

mitigation of risk and value creation opportunities. As part of

our case-by-case review of our portfolio companies, the risks and

opportunities from climate change and other sustainability factors

are one of the considerations in the overall discussion on fair value.

The rest of this report sets out in more detail what the Committee

did during the year.

Peter McKellar

Chair, Valuations Committee

14 May 2025

3i Group plc | Annual report and accounts 2025 132

Governance

Audit, risk and control continued

Valuations Committee report continued

The Committee focused on the following issues in FY2025 :

Earnings and multiple assumptions Area of significant attention Of the total portfolio by value, 90% is valued using a multiple of earnings at 31 March 2025. The majority of assets are valued using their last-twelve-months (“LTM”) earnings up to the prior quarter of the valuation date. When required, earnings of the portfolio company may be adjusted to what is considered “maintainable”. We also apply a liquidity discount to the enterprise value determined according to factors such as our alignment with management and other shareholders and our investment rights in the company. The liquidity discounts are generally set at 5% of the enterprise value of the company. In some cases, such as instances where we hold a minority stake, the discount rate can be higher. There is also a significant degree of judgement in selecting the set of comparable quoted companies and transactions which are used as a key data point in determining the appropriate multiple to calculate an enterprise value. Multiples are selected by reference to the market valuation of quoted comparable companies, long-term averages of comparable companies, M&A transactions and input, in certain cases, from corporate finance advisers. We also take into account growth profile, geographic location, business mix, degree of diversification, and leverage/refinancing risk. The multiple implied by the quoted comparables may be adjusted if, in certain cases, the longer-term view (cycle or exit plan) supports the use of a different multiple. This continues to be an important exercise given the market volatility we have seen as a result of the macro-economic environment. We continue to consider the impact of IFRS 16 and ASC 842 on the quoted comparable companies for those assets that report under local GAAP. Private Equity assets are typically valued using a multiple of earnings. However, alternative valuation methodologies, such as a DCF valuation or a sum-of-the- parts, may be considered as an alternative benchmark for potential value or as a cross-check relative to the earnings-based valuation. In the year, the Committee placed a key focus on: • the budgets and projections for each portfolio company versus performance; • the maintainability of earnings across LTM, forecast and run-rate earnings; • the quality of earnings and the impact of one-off related normalisation adjustments; • portfolio company leverage and covenant monitoring; and • our long-term, through-the-cycle, view on multiples against the average of the quoted comparable peer sets. What the Committee reviewed and concluded Earnings data is received monthly from Private Equity portfolio companies and monitored closely by management. Actual earnings may then be adjusted in management’s proposed valuations, for example, to reflect a full year’s trading of an acquired business, removing profit from discontinued activities, any forecast uncertainty or to exclude exceptional transaction costs. Material adjustments are highlighted to the Committee in the quarterly report for review and approval. At 31 March 2025, seven portfolio company valuation multiples, including Action, were valued above their peer set averages but remain well within the peer set range. Notable changes in multiples, which commonly result from significant bolt-on acquisitions, a change in performance or a shift in market sentiment in that sector, are presented to and reviewed by the Committee at each meeting.

3i Group plc | Annual report and accounts 2025 133

Governance

Audit, risk and control continued

Valuations Committee report continued

The Committee focused on the following issues in FY2025 :

	Action		Area of significant attention Action forms 70% of the total portfolio by value. Valued on a multiple of earnings basis, Action is the largest investment for the Group and, therefore, its valuation is a key area of focus. Action’s run-rate earnings grew significantly in the 12 months to the end of Action’s P3 2025 (which ended on 30 March 2025), driven by new store openings and increased transaction volumes. Following a successful refinancing and capital restructuring , Action returned £1,164 million of proceeds to 3i, in addition to £433 million of cash dividends further to its strong cash generation. 3i reinvested £768 million of these proceeds, increasing its equity interest in Action from 54.8% to 57.9%. Action was valued using its run-rate earnings for the 12 months to P3 2025 of €2,328 million and a run-rate multiple of 18.5x (31 March 2024: 18.5x) after applying a liquidity discount of 5%. When considering the multiple for Action we paid particular attention to the following areas: • the appropriateness of the comparable peers from both a forward and backward-looking perspective; and • the strength of Action’s performance across its key performance indicators compared to its peers. Management also cross-checked the earnings-based valuation against a DCF model.		What the Committee reviewed and concluded The Committee noted Action’s impressive performance in the year, including the momentum in its trading, its like-for-like sales growth and consistency in its performance. The Committee reviewed the work done by management on the comparable peer set and Action’s relative performance across its key performance indicators, as well as cross- checking to a DCF model. The Committee agreed with management’s approach of valuing Action on the basis of a multiple of earnings, but noted that the DCF model provides a useful reference point. The Committee reviewed the run-rate adjustments and earnings normalisations to ensure a consistent valuation methodology was applied.
	Assets valued using a DCF basis		Area of significant attention For assets valued using a DCF basis, which represent 4%  of the total portfolio by value, the key valuation judgements relate to longer-term assumptions that drive the underlying business plan and cash flows and decisions on the appropriate discount rates and terminal value. Amwaste, EC Waste, Regional Rail, Scandlines and Smarte Carte are the significant investments valued using a DCF valuation basis. A DCF model also forms the most significant input into the valuation of ten23 health, which is valued on a sum-of-the-parts basis.		What the Committee reviewed and concluded Material assumptions for the DCF valuations are reviewed by the Committee. Sensitivity to assumptions is also noted. Any material changes are reviewed by the Committee at each meeting.

3i Group plc | Annual report and accounts 2025 134

Governance

Audit, risk and control continued

Valuations Committee report continued

The Committee focused on the following issues in FY2025 :

Imminent sale assets Area of significant attention At any point in time, it is likely that a number of potential exit processes from the portfolio are underway. Judgement is applied by management as to the likely eventual exit proceeds and certainty of completion. This means that in some cases an asset may not be moved to an imminent sale basis until very shortly before completion; in other cases, the move may occur on signing, even if the time to completion is a period of some months. However, as a general rule an asset moves to an imminent sale basis only when an exit process is materially complete and the remaining risks are estimated to be small, given the completion risk around unquoted equity transactions. In FY2025, nexeye and WP were held on an imminent sale basis. Both sales were subsequently completed during the year. Management conducted backtesting analysis on both disposals. What the Committee reviewed and concluded Active sales processes are reviewed by the Committee, including details such as the timeline to potential completion, the number and make-up of bidders for investments, due diligence and execution risks, and regulatory or competition clearance issues. Management proposes a treatment for each asset in a sales process, which the Committee reviews at each meeting.

Review process

As part of its challenge and review process, the Committee:

• considered the management information provided to support

the Committee’s review of the valuations, including management’s

responses to any challenges raised by Committee members or the

External auditor;

• sought assurance from the External auditor as to whether and how

they had considered the appropriateness of valuations and the

underlying assumptions made;

• reviewed the consistency of the views of management and

the External auditor and their valuation specialists; and

• reviewed and challenged the differential between carrying values

and those implied by the multiples of comparable quoted

companies and transactions.

The Committee was satisfied that the application of the valuation

policy and process was appropriate during the period under review,

and recommended the portfolio valuation to the Audit and

Compliance Committee and the Board at each quarter end

for approval by the Board.

In addition, the Committee is responsible for keeping the Group’s

valuation policy under review and recommending any changes to

the policy to the Audit and Compliance Committee and the Board.

The policy is reviewed at least annually, with the last update in

January 2025.

More information on our valuation methodology, including

definitions and rationale, is included in Note 13 – Fair values of

assets and liabilities starting on page 176 and in the Portfolio

valuation – an explanation section on page 211.

External audit

As part of the half year review and year-end audit, KPMG’s specialist

valuations team reviews a selection of investments to support its

overall audit opinion on the financial statements as a whole.

3i Group plc | Annual report and accounts 2025 135

Governance

Remuneration

Directors’

remuneration report

Coline McConville

Committee Chair

	3i has delivered another strong set of results in FY2025 continuing our track record of consistently delivering impressive shareholder returns. This performance is reflected in the remuneration outcomes as set out in this report.
	Committee membership		Meetings
	Coline McConville		7(7)
	Alexandra Schaapveld		7(7)
	Lesley Knox		6(7)
	Peter McKellar		7(7)
	The column above headed “Meetings” shows the number of meetings of the Committee attended by each member during the year, together with, in parentheses, the number of meetings they were entitled to attend. Ms Knox provided comments on the topics to be discussed at the Committee that she was unable to attend. The Chief Executive, the Company Chair, the Remuneration Director and the General Counsel & Company Secretary attend Committee meetings by invitation, other than when their personal remuneration is being discussed.

Dear Shareholder

This letter summarises the key Executive Director remuneration issues

considered by the Remuneration Committee in the year and the

decisions we made.

FY2025 performance

3i delivered another strong set of results in FY2025 with a total return

on opening shareholders’ funds of 25% (2024: 23%). The global

economy remained challenging, shaped by geopolitical tensions

and muted growth across major markets. Our value-for-money and

private label businesses remained focused on the customer and

delivered strong performance.

Action was the key driver of returns, supported by strong earnings

growth, cash generation and continued strategic momentum. This

result was particularly impressive, as the business operated against

a backdrop of muted economic growth across many of its European

markets. We increased our exposure to Action during the year and

completed the final associated carried interest payments, ensuring

undiluted shareholder benefit going forward.

The M&A environment stabilised through 2024 as inflation and

interest rates levelled out. However, investor sentiment remained

cautious and we took a selective and disciplined approach to capital

deployment, focusing on reinvestments in high-performing portfolio

companies, making three new investments totalling £318 million

(WaterWipes, Constellation and OMS Prüfservice) and 12 bolt-on

acquisitions across our Private Equity portfolio in sectors we know well.

Strong growth was seen in several other portfolio companies, notably

Royal Sanders, another one of our long-term hold assets, which

continued its organic and acquisitive expansion. Our industrial and

healthcare portfolios also performed well, while services and software

assets showed resilience despite cautious IT spending.

In Infrastructure, 3iN delivered a strong realisation at a 3.6x money

multiple, completed two large refinancing transactions and invested

further in two existing assets. Meanwhile, our North American

Infrastructure Fund added three bolt-on acquisitions.

Total realised proceeds and income across our portfolios reached

£2.4 billion, including £1.6 billion from Action through refinancing,

share redemption exercise and dividends. Two significant Private

Equity realisations achieved multiples of 2x or higher, including one

materially above its March 2024 valuation.

Shareholders have benefitted from this continued strong

performance. Our total shareholder return over the year was 31%

and, over a three-year period, our total shareholder return was over

210%, the third highest over that period in the FTSE 350.

3i Group plc | Annual report and accounts 2025 136

Governance

Remuneration continued

FY2025 bonus scorecard

As noted in last year’s letter, the Committee has reviewed the current

scorecard to ensure that the scorecard was appropriately structured

to reflect the Group's strategic priorities, was aligned with the shape

of the Group's underlying portfolio and the delivery of sustainable

performance over the cycle.

Whilst the overall construct of the scorecard was considered

appropriate the Committee made the following changes:

• re-weighting the quantitative element of the scorecard (measuring

returns from Action, Private Equity (ex. Action) and Infrastructure) to

better reflect the relative size of each of the businesses;

• added an additional metric which measures 3i’s total return; and

• simplified and reduced the weighting on the Qualitative section

of the scorecard with Sustainability, Strategy & People measures.

With these changes, the quantitative element of the scorecard was

weighted at 85% (FY24 70%), ensuring that reward for our Executive

Directors continues to be based on output-based metrics linked to

return for investors.

The FY2025 outcomes against this scorecard are shown in the

Implementation Report, and delivered a result of 88% of maximum.

The Committee is satisfied that this new scorecard assesses

management’s performance appropriately in the context of 3i’s

performance and determined that no adjustments were required.

2022 LTIP outcomes

The 2022 LTIP award was based on two equally weighted performance

conditions: absolute and relative TSR against the FTSE 350. You will

see in this report that based on performance over the three-year

period, the 2022 LTIP achieved 100% vesting with absolute TSR growth

of 46.3% per annum and relative TSR well above the upper decile of

the peer group. The Committee considered that the value of awards

vesting reflected performance and therefore made no adjustment.

Remuneration Policy

As set out in my cover letter in the 2024 Directors’ Remuneration

Report, during the past six months the Committee has reviewed the

Remuneration Policy and considered whether it (i) remains fit for

purpose; and (ii) appropriately reflects both the size and complexity

of the Group’s operations and the calibre of executives we have in

place. Overall, the Committee continues to consider that 3i’s current

remuneration framework remains fit for purpose.

While the Committee felt it should review the incentive opportunity

levels for our executive team, which have not kept pace with the

growth of 3i since May 2012 (when Mr Borrows was appointed as

Chief Executive and the new strategy announced), the Committee

decided that it would be undertaken as part of the Remuneration

Policy update and vote, scheduled for the 2026 AGM. However,

the Committee considered that a more urgent review of executive

director base salaries was required.

3i’s NAV per share has increased from £2.79 (31 March 2012) to

£25.42 (31 March 2025) plus £4.315 cumulative dividends, which has

moved the Company from outside the FTSE 100 to within the FTSE

30 as at 31 March 2025. Over this time, our executive remuneration

arrangements have fallen behind those of other UK listed businesses

(general industry and asset managers) and are positioned materially

behind alternative asset management peers, which are generally

privately held. Reflecting this, the Committee is proposing to make

changes to base salaries for the upcoming year.

The uniqueness of the Group relative to the UK markets makes

remuneration benchmarking more challenging, and therefore the

Committee has looked at a number of different reference points -

FTSE 50 companies, FTSE listed asset management firms and Private

Equity firms. Our benchmarking included comparing the CEO and

the Group Finance Director’s current and proposed salaries and total

maximum compensation against the FTSE 50 and against a

comparator peer group of eight other UK listed asset managers1.

There is limited public data for the COO role, given the lack of such

roles at other listed companies, but the Committee reviewed

benchmark data and the overall positioning is consistent for all three

Executive Directors. It should be noted that, unlike our private equity

competitors, none of our executive directors participate in carried

interest or similar incentive plans. The benchmarking is summarised

as below (maximum compensation is base salary plus the maximum

bonus and LTIP that can be awarded annually).

Based on the Group’s performance and the supporting market data,

we are proposing that the base salary for each of the three Executive

Directors is adjusted by £70,000 (rounded) with effect from 1 July

2025. The base salary for our executive directors will be as follows:

• Chief Executive: £822,000 (current: £752,000) +9.3%

• Group Finance Director: £600,000 (current: £530,000) +13.2%

• Chief Operating Officer: £470,000 (current: £400,000) +17.5%

	FTSE 50	UK Listed Asset Managers
3i Group’s ranking by market capitalisation	22nd	1st
Chief Executive
Current Salary (£752k)	Below lower quartile (LQ) (£1.1m)	6th (of 9)
Proposed Salary (£822k)	Below LQ (£1.1m)	5th
Current maximum compensation (£6.7m)	Below Median (£9.3m)	2nd
Proposed maximum compensation (£7.4m)	Below Median (£9.3m)	2nd
Group Finance Director
Current Salary (£530k)	Below LQ (£720k)	6th
Proposed Salary (£600k)	Below LQ (£720k)	4th
Current maximum compensation (£3.2m)	Below LQ (£3.8m)	4th
Proposed maximum compensation (£3.7m)	Below LQ (£3.8m)	3rd

1 Schroders, ICG, Hargreaves Lansdown, St James’ Place, Bridgepoint Group, M&G, MAN Group, Aberdeen

While the Committee is conscious that the proportional increase

differs by Executive Director (reflecting their current base salary) and

is materially greater than the general staff base salary increase (4%),

the Committee felt it is merited by the strong performance delivered

by each of the Executive Directors, the complexities of their roles and

in order to reduce the market gap that currently exists.

I hope that you will find this report a clear account of the way in which

the Committee has implemented the remuneration policy during

the year and I look forward to your support for our Annual report

on remuneration at the upcoming AGM.

Coline McConville

Chair, Remuneration Committee

14 May 2025

3i Group plc | Annual report and accounts 2025 137

Governance

The Annual report on remuneration (Implementation report)

During FY2025 , we operated under the remuneration policy approved at the 2023 AGM, which can be found on our website at www.3i.com .

Director remuneration for the year ( audited )

Single total figure of remuneration for each Director

								FY2025								FY2024
£’000	Salary/ fees	Benefits	Pension	Total fixed pay	Annual bonus	LTIP	Total variable pay	Total	Salary/ fees	Benefits	Pension	Total fixed pay	Annual bonus	LTIP	Total variable pay	Total
S A Borrows	744	19	23	786	2,646	8,476	11,122	11,908	713	17	21	751	2,031	6,640	8,671	9,422
J G Hatchley	524	18	55	597	1,166	3,735	4,901	5,498	503	17	53	573	895	336	1,231	1,804
J H Halai	391	20	50	461	791	2,325	3,116	3,577	357	19	46	422	577	226	803	1,225
D A M Hutchison	370	–	–	370	–	–	–	370	335	–	–	335	–	–	–	335
C J Banszky	–	–	–	–	–	–	–	–	24	–	–	24	–	–	–	24
S W Daintith	99	–	–	99	–	–	–	99	89	–	–	89	–	–	–	89
L M S Knox	114	–	–	114	–	–	–	114	96	–	–	96	–	–	–	96
C McConville	109	–	–	109	–	–	–	109	98	–	–	98	–	–	–	98
P A McKellar	109	–	–	109	–	–	–	109	98	–	–	98	–	–	–	98
H Patel	11	–	–	11	–	–	–	11	–	–	–	–	–	–	–	–
A Schaapveld	104	–	–	104	–	–	–	104	92	–	–	92	–	–	–	92

• Benefits for Executive Directors include a car allowance, provision of health insurance and, for Ms Halai, the value of the Share Incentive Plan

matching share awards.

• The amounts shown as pension are salary supplements in lieu of pension contributions. These supplements were in line with pension

contributions for the Group’s employees generally (12% of pensionable salary).

• Annual bonus awards made in respect of the year are delivered as 60% 3i Group plc shares deferred over four years, and the remaining 40%

as a cash payment in May 2025. All annual bonus awards are subject to the malus/clawback policy. Those shares deferred over four years

are released in four equal annual instalments commencing June 2026 and all share awards carry the right to receive dividends and other

distributions.

• In addition to the table above, dividends or dividend equivalents on unvested deferred share awards were paid during the year

(Mr Borrows: £121k, Mr Hatchley: £42k and Ms Halai: £21k).

• The values shown in the FY2025 LTIP column represent the performance shares vesting from the 2022 LTIP, together with the value

of accrued dividends on those shares. The shares have been valued using the three-month average closing share price to 31 March 2025

(3,839.75 pence). The 2022 LTIP value attributable to share price growth since the awards were granted is £5,321k, £2,345k and £1,459k for

Mr Borrows, Mr Hatchley and Ms Halai respectively. Further detail is provided on page 139. The values shown in the FY2024 LTIP column

represent the shares that vested from the 2021 LTIP last year, together with the value of accrued dividends on those shares. It should be

noted that the awards that vested to Mr Hatchley and Ms Halai last year were awards made prior to them being appointed to the Board.

This value has been restated using the prevailing share price at the time of vesting (2,999 pence for Mr Borrows and 2,931.3 pence for

Mr Hatchley and Ms Halai), being the third anniversary of grant.

• The fees shown for the non-executive Directors include fees used to purchase shares in the Company.

• Non-executive Directors receive reimbursement for their reasonable expenses for attending Board meetings. The Group meets

the associated tax cost.

• Ms Halai retained Directors’ fees of £83k from Barratt Developments plc.

3i Group plc | Annual report and accounts 2025 138

Governance

The Annual report on remuneration (Implementation report) continued

FY2025 performance

Quantitative performance measures (85% of total. FY2025 payout 73%)

Area of strategic focus	Weighting		Metric	Threshold	Maximum	Performance	Pay-out
Portfolio returns (Action)	36.0%		Gross investment return                  (% of opening portfolio value)	16%	21%	32%	100%
Portfolio returns (excl. Action)	14.0%		Gross investment return                    (% of opening portfolio value)	10%	15%	10.3%	24%
Portfolio returns (Infrastructure)	5.0%		Gross investment return                  (% of opening portfolio value)	8%	10%	9.4%	76%
Total Returns	30.0%		Total return (% of opening shareholders' funds)	13%	17%	25.0%	100%

• The threshold and maximum return targets are set in line with 3iN’s public return objectives.

Qualitative performance measures (15% of total. FY2025 payout 15%)

Area of strategic focus		Weighting	Metric	Comments
Sustainability		5.0%	Sustainability targets across the portfolio and 3i Group	We made further refinements in the monitoring of sustainability risks and portfolio performance, including development of a human rights framework and high-level assessment of nature-related impacts and dependencies. We enhanced the annual sustainability assessment questionnaire for portfolio companies and made progress with engagement with portfolio companies covering material topics, including CSRD, human rights and climate. We increased the number of portfolio companies which have science-based targets at 31 March 2025, with seven in comparison to one as of the FY2023 base year. We collected Scope 1 and 2 data from 100% of our Private Equity and economic infrastructure portfolio companies (excludes some legacy minority and other minority investments where we have limited influence).
Strategy & People		10.0%	Development of the strategic vision of the Group and progress of corporate projects	In July 2024 Action successfully completed a refinancing event. At the same time, it undertook a pro-rata share redemption returning £1,164 million in gross proceeds to the Group. 3i took the opportunity to increase its ownership in Action, reinvesting £768 million and increasing our gross equity stake from 54.8% to 57.9%. Additionally, we completed the final payment of the associated carried interest liability, ensuring that the full economic benefit of Action’s performance is now passed through to shareholders with no dilution. The Private Equity team has successfully implemented a sector-led approach with the new sector heads appointed and managing their cross-border teams. In very difficult market and macro conditions for realisations, our investment teams were able to complete three cash realisations in the year (nexeye, Weener Plastics and Valorem) at or above 2.0x sterling money multiples. We continue to take part in various human resources initiatives both internally and across the industry, including sponsorship of Level 20, offering internships as part of GAIN (Girls Are INvestors) and 10,000 Black Interns programmes.

Executive Director annual bonus outcomes

In light of the performance detailed above, and following an assessment taking into account the shareholder, employee and wider

stakeholder experience, further detail of which is provided in the Remuneration Committee Chair’s statement, the Committee awarded

bonuses to the Executive Directors of 88% of maximum. Bonuses are delivered as 40% paid in cash immediately and 60% deferred into

the Company’s shares, vesting in four equal annual instalments. Annual bonus awards are subject to the malus/clawback policy.

3i Group plc | Annual report and accounts 2025 139

Governance

The Annual report on remuneration (Implementation report) continued

Share awards vesting in FY2025 subject to performance conditions

2022 Long-term incentive award (audited)

The Long-term incentive awards granted in June 2022 were subject to performance conditions based on absolute and relative total

shareholder return over the three financial years to 31 March 2025. The table below shows the achievement against these conditions

and the resulting proportion of the awards which will vest in June 2025.

	Weighting	Threshold		Maximum		Actual		Total
Total shareholder return measure	%	Performance	% vesting	Performance	% vesting	Performance	% vesting	% vesting
Absolute total shareholder return	50%	10% pa	20%	18% pa	100%	46% pa	100%	100%
Relative total shareholder return (as measured against the FTSE 350 Index)	50%	Median	25%	Upper quartile	100%	Above Upper quartile	100%

The table below shows the grants made to the Executive Directors in 2022, at a share price of 1,315.5 pence, and the resulting number

of shares that will vest due to the achievement against the performance targets as set out above. The value of the shares vesting has been

included in the single figure table using the three-month average closing share price to 31 March 2025 of 3,839.75 pence.

Reflecting on performance delivered over the performance period (in terms of operational performance of the business and returns delivered

to our shareholders), further detail of which is provided in the Remuneration Committee Chair’s statement, the Committee considered the

formulaic out-turn to be an appropriate reflection of performance and therefore did not exercise any discretion or downwards adjustment

in relation to the award.

	Basis of award at grant	Face value at grant £'000	Number of shares awarded at 1,315.5p per share	% vesting	Number of shares vesting	Value of shares vesting at 3,839.75p per share £'000
S A Borrows	Face value award of 4 times base salary of £693k	2,773	210,792	100%	210,792	8,094
J Hatchley	Face value award of 2.5 times base salary of £489k	1,222	92,892	100%	92,892	3,567
J Halai	Face value award of 2.25 times base salary of £338k	760	57,810	100%	57,810	2,220

The proportion of the award vesting is subject to a further holding period, and shares will be released on the fifth anniversary of grant together

with the value of dividends that would have been received during the period from grant to the release date.

Change in the remuneration of the Directors compared to other employees

The table below shows the percentage change in remuneration paid to each Director and employees as a whole for the past four

performance years.

			FY2025			FY2024			FY2023			FY2022			FY2021
	Salary/ Fees	Benefits	Bonus	Salary/ Fees	Benefits	Bonus	Salary/ Fees	Benefits	Bonus	Salary/ Fees	Benefits	Bonus	Salary/ Fees	Benefits	Bonus
S A Borrows	4%	11%	30%	4%	12%	(14%)	4%	–%	(10%)	3%	–%	9%	–%	–%	149%
J G Hatchley	4%	4%	30%	17%	19%	(3%)
J H Halai	10%	8%	37%	20%	38%	1%
D A M Hutchison	10%			3%			74%			85%			9%
S W Daintith	11%			6%			4%			–%			–%
L M S Knox	19%			2%			114%
C McConville	11%			2%			3%			3%			3%
P A McKellar	11%			2%			33%
H Patel
A Schaapveld	13%			10%			4%			(5%)			467%
Employees	7%	8%	7%	7%	27%	(5%)	13%	2%	6%	7%	9%	32%	2%	2%	76%

D A M Hutchison was appointed Chair in November 2021. L M S Knox and P A McKellar were both appointed during FY2022 and A Schaapveld during FY2020. The change in the fees shown above is due to part-year payments.

3i Group plc | Annual report and accounts 2025 140

Governance

The Annual report on remuneration (Implementation report) continued

Details of share awards granted in the year

LTIP

Performance share awards were granted to the Executive Directors during the year as shown in the table below.

Description of award	A performance share award, which releases shares, subject to satisfying the performance conditions, on the fifth anniversary of award.
Face value	Chief Executive – 400% of salary, being 103,626 shares. Group Finance Director – 250% of salary, being 45,666 shares. Chief Operating Officer – 225% of salary, being 30,997 shares. The share price used to make the award was the average mid-market closing price over the five working days starting with the day of the announcement of the 2024 annual results (2,901.2 pence). We continue to apply our long-held consistent policy of measuring performance using the three-month average closing share price to 31 March and granting awards using the five-day average closing price (starting on the day of the announcement of the annual results).
Performance period	1 April 2024 to 31 March 2027.
Performance targets	50% of the award is based on absolute TSR measured over the performance period, and vests: • 0% vesting below 10% pa TSR; • 20% vesting at 10% pa TSR; • straight-line vesting between 10% and 18% pa TSR; and • 100% vesting at 18% pa TSR. 50% of the award is based on relative TSR measured against the FTSE 350 Index over the performance period, and vests: • 0% vesting for below median performance against the index; • 25% vesting for median performance against the index; • 100% vesting for upper quartile performance against the index; and • straight-line vesting between median and upper quartile performance.
Remuneration Committee discretion	The Committee can reduce any award which would otherwise vest if there are unauthorised breaches of the Group’s liquidity and gearing policies or where significant adjustment is required to ensure the outcome is a fair reflection of the performance of the Company and the individual.

3i Group plc | Annual report and accounts 2025 141

Governance

The Annual report on remuneration (Implementation report) continued

Deferred bonuses awarded in FY2025

All Directors are considered to be Identified Staff and, for awards made during FY2025, 60% of the annual bonus was delivered in 3i Group plc

shares deferred over four years (and which vest one quarter per annum over those four years). The remaining 40% was delivered as a cash

bonus in May 2024. The following awards were made on 3 June 2024 in respect of FY2024 performance:

	Face value at grant	Number of shares awarded at 2,901.2p per share	Vesting
S A Borrows	£1,219k	42,006	Four equal instalments annually from 1 June 2025
J G Hatchley	£537k	18,511	Four equal instalments annually from 1 June 2025
J H Halai	£346k	11,936	Four equal instalments annually from 1 June 2025

The face value of the awards were reported in the FY2024 single figure of remuneration. The share price used to calculate face value was the

average of the mid-market closing prices over the five working days starting with the date of the announcement of the Company’s results for

the year ended 31 March 2024 (9 May 2024 to 15 May 2024), which was 2,901.2 pence. These awards are not subject to further performance

conditions but are subject to our malus and clawback policy.

Share Incentive Plan

During the year, Ms Halai participated in the HMRC-approved Share Incentive Plan which allowed employees to invest up to £150 per month

from pre-tax salary in ordinary shares (“partnership shares”). For each partnership share, the Company grants two free ordinary shares

(“matching shares”) which are forfeited if the participant resigns within three years of grant. Dividends are reinvested in further ordinary shares

(“dividend shares”).

Ms Halai purchased 54 partnership shares, and received 108 matching shares and 463 dividend shares at prices ranging between 2,865 pence

and 4,054 pence per share, with an average price of 3,377 pence.

Hedging of share awards

As a matter of policy the Group ensures that it holds the maximum potential number of shares granted under the LTIP and Deferred Share

Plan from the date of grant. Shares are purchased by the Employee Benefit Trust in the market as and when required to ensure that coverage

is maintained.

Pension arrangements (audited)

The Executive Directors receive pension benefits on the same percentage basis (12%) of their pensionable salaries as other employees

of the Company. During the year, they received salary supplements in lieu of pension of £23k (Mr Borrows), £55k (Mr Hatchley) and £41k

(Ms Halai) respectively. Mr Borrows’ pensionable salary is subject to the 3i earnings cap (FY2025: £217,241).

Prior to 2011, Executive Directors were eligible for membership of the 3i Group Pension Plan, a defined benefit contributory scheme. Pension

accrual ceased for all members with effect from 5 April 2011. Salary linkage was removed in February 2023 and replaced with a time-limited

cash allowance, which the Chief Operating Officer receives (£9k), in line with other, similarly affected staff.

Payments to past Directors (audited)

No payments to past Directors were made in the year.

Payments for loss of office (audited)

No payments to Directors for loss of office were made in the year.

3i Group plc | Annual report and accounts 2025 142

Governance

The Annual report on remuneration (Implementation report) continued

Statement of Directors’ shareholding and share interests (audited)

The Company’s share ownership and retention policy requires Executive Directors to build up over time and thereafter maintain a

shareholding in the Company’s shares equivalent to at least 3.0 times gross salary in the case of the Chief Executive and 2.0 times gross salary

for the Group Finance Director and Chief Operating Officer. In addition, shareholding targets have been introduced for other members of the

Executive Committee at 1.5 times their gross salaries and for partners in the Group’s businesses at 1.0 times their gross salaries. Since 2018,

non-executive Directors and the Chair are required to build up over time and thereafter maintain a shareholding in the Company’s shares

equivalent to at least the same as their respective annual base fees (cash and shares).

Executive Directors are expected to maintain a shareholding in the Company for two years post-employment, at the lower of their

shareholding at the time they leave employment and the applicable levels set out above.

Details of Directors’ interests (including interests of their connected persons) in the Company’s shares as at 31 March 2025 are shown

in the table below. The closing share price on 31 March 2025 was 3,616 pence.

	Owned outright	Deferred shares	Subject to performance	Shareholding requirement	Current shareholding (% salary)
S A Borrows	16,657,061	933,383	258,810	300%	85,873
J G Hatchley	329,124	157,281	114,052	200%	4,097
J H Halai	102,350	101,973	75,095	200%	2,528

	Shares owned outright	Shareholding requirement	Current shareholding (% base fee)
D A M Hutchison	64,784	100%	633
S W Daintith	21,444	100%	1,055
L M S Knox	3,149	100%	155
C McConville	11,006	100%	541
P A McKellar	103,572	100%	5,095
A Schaapveld	17,696	100%	871

• The share interests shown for Ms Halai include shares held in the 3i Group Share Incentive Plan. The owned outright column includes partnership and dividend shares under the SIP. The deferred shares column includes matching

shares under the SIP.

• The number of shares shown includes the 2022 Performance Share award. The performance against the performance targets results in 100% of the shares being released as described on page 139.

• Directors are restricted from hedging their exposure to the 3i share price.

• From 1 April 2025 to 15 May 2025, Ms Halai became interested in a further 3 shares overall outright (SIP Partnership Shares) and a further 6 deferred shares (SIP Matching Shares). There were no other changes to Directors’ share

interests in that period.

3i Group plc | Annual report and accounts 2025 143

Governance

The Annual report on remuneration (Implementation report) continued

Performance graph – TSR graph

This graph compares the Company’s total shareholder return for the 10 financial years to 31 March 2025 with the total shareholder return

of the FTSE 350 Index. The FTSE 350 Index is considered to be an appropriate comparator as it reflects the variety of the Company’s portfolio

of international investments and the diverse currencies in which those investments are denominated.

3i Total shareholder return vs FTSE 350 total return over the 10 years to 31 March 2025

l 3i Group l FTSE 350 Rebased at 100 at 31 March 2015

Chief Executive’s single figure remuneration history (£’000)

l Fixed remuneration l Cash bonus l Deferred Share Award l Value of LTIP vesting at grant price l Additional LTIP value due to share price growth and dividends

3i Group plc | Annual report and accounts 2025 144

Governance

The Annual report on remuneration (Implementation report) continued

Performance table

Table of historic Chief Executive data

Year	Chief Executive	Single figure of total remuneration £’000	Percentage of maximum annual bonus paid	Percentage of maximum LTIP vesting
FY2025	S A Borrows	11,908	88.0%	100%
FY2024	S A Borrows	9,422	70.6%	100%
FY2023	S A Borrows	9,506	85.0%	100%
FY2022	S A Borrows	6,215	98.0%	100%
FY2021	S A Borrows	5,310	92.0%	71%
FY2020	S A Borrows	4,124	37.0%	91%
FY2019	S A Borrows	7,877	92.5%	100%
FY2018	S A Borrows	6,847	92.5%	100%
FY2017	S A Borrows	7,544	95.0%	100%
FY2016	S A Borrows	5,821	92.5%	98%

Relative importance of spend on pay

	FY2025	FY2024	Change %
Remuneration of all employees	£104m	£102m	2%
Dividends paid to shareholders	£625m	£541m	16%

Statement of implementation of the remuneration policy in the coming year

The table below sets out how the Committee intends to operate the remuneration policy in FY 2026. As mentioned in the Chair’s letter, whilst

our policy has delivered appropriate outcomes since the Chief Executive implemented the new strategy in 2012, the Company has changed

significantly since then in terms of portfolio structure and overall size (by NAV and market capitalisation). Therefore, over the coming year

the Committee will conduct a thorough review of this policy to ensure that it remains aligned with the Company’s strategy and will continue

to incentivise and reward management in the medium to long term. If changes to our policy are required we will consult with our largest

shareholders, and present any new policy to shareholders to approve at the 2026 AGM.

Policy element	Implementation of policy during FY2026
Base salary	Base salaries for most employees will be increased by 4%. As set out in the Chair’s letter, the base salaries for the current Executive Directors, from 1 July 2025, will be as follows: • Chief Executive: £822,000 (9.3%) • Group Finance Director: £600,000 (13.2%) • Chief Operating Officer: £470,000 (17.5%)
Pension	No changes to the current arrangements are proposed for FY2026 and a pension contribution or salary supplement will be as follows: • Chief Executive: 12% of benefit salary (subject to a 3i earnings cap. FY2026: £223,097) • Group Finance Director: 12% of base salary • Chief Operating Officer: 12% of base salary Prior to 2011, Executive Directors were eligible for membership of the 3i Group Pension Plan, a defined benefit contributory scheme. Pension accrual ceased for all members with effect from 5 April 2011. Salary linkage was removed in February 2023 and replaced with a time-limited cash allowance, which the Chief Operating Officer receives, in line with other, similarly affected staff.

3i Group plc | Annual report and accounts 2025 145

Governance

The Annual report on remuneration (Implementation report) continued

Policy element	Implementation of policy during FY2026
Annual bonus	The maximum annual bonus opportunities for FY2026 will remain unchanged, in line with the remuneration policy, as follows: • Chief Executive: 400% of salary • Group Finance Director: 250% of salary • Chief Operating Officer: 225% of salary The Committee has agreed that the scorecard for the year will be driven 85% by quantitative financial targets around portfolio returns and similar metrics, with the balance measured against Sustainability, Strategy and People goals. The scorecard is agreed at the beginning of the financial year and the weightings of each measure reflects the weighting of our portfolio. The Committee continues to set stretching targets to ensure Executive Directors strive to maximise returns for shareholders The Committee considers that the specific targets and expectations contained within the FY2026 scorecard are commercially sensitive and therefore will not be disclosed in advance. We will report to shareholders next year on performance and the resulting bonus out-turns. At least 50% of any bonus award will be deferred into shares vesting in equal instalments over four years. Awards are subject to the Company’s malus and clawback policy.
Benefits	No changes to the current arrangements are proposed for FY2026 . Benefits will continue to include a car allowance, provision of health insurance and any Share Incentive Plan matching share awards.
Long-term Incentive Plan	Awards under the Long-term Incentive Plan in FY2026 will remain unchanged and be made as follows: • Chief Executive: 400% of salary • Group Finance Director: 250% of salary • Chief Operating Officer: 225% of salary Performance will be measured over a three-year period and will be determined by the Remuneration Committee. Performance measures remain unchanged from the previous year and will be as follows: 50% of the award is based on absolute TSR measured over the performance period, and vests: • 0% vesting below 10% pa TSR; • 20% vesting at 10% pa TSR; • straight-line vesting between 10% and 18% pa TSR; and • 100% vesting at 18% pa TSR. 50% of the award is based on relative TSR measured against the FTSE 350 Index over the performance period, and vests: • 0% for below median performance against the index; • 25% for median performance against the index; • 100% for upper quartile performance against the index; and • straight-line vesting between median and upper quartile performance. Total shareholder returns are calculated based on the average closing share price over the first three months of the calendar year. Awards are subject to the Company’s malus and clawback policy. To the extent that shares vest, awards are subject to a holding period whereby they are released on or around (but not earlier than) fifth anniversary of grant. The Chief Executive, Group Finance Director and Chief Operating Officer do not participate in carried interest plans or similar arrangements.

3i Group plc | Annual report and accounts 2025 146

Governance

The Annual report on remuneration (Implementation report) continued

Policy element	Implementation of policy during FY2026
Shareholding requirements	Shareholding requirements will be as follows: • Chief Executive: 300% of salary • Group Finance Director: 200% of salary • Chief Operating Officer: 200% of salary • Non-executive Directors (including the Company Chair): 100% of base fee (cash and shares) • Executive Directors will be expected to maintain a shareholding in the Company for two years post-employment, at the lower of their shareholding at the time they leave employment and of the levels set out above. Deferred bonus awards and shares to be released under the Long-term Incentive Plan may be reduced or withheld if the post-employment shareholding targets for the Executive Directors are not met.
Non-executive Director fees	The base fees for the non-executive Directors have increased by the same percentage (4%) as salaries for employees. The Chair, Senior Independent Director, Committee Chair and Committee membership fees have been benchmarked against other FTSE100 organisations and have been increased accordingly. The increase for the Chair reflects the responsibilities and time commitments of the role. The fee remains below the lower quartile against the FTSE 50. Overall, fees remain moderately positioned relative to similar FTSE100 companies. Fees for FY2026 will be: Chair fee: £320,000 plus £90,000 in 3i shares Non-executive Directors: Board membership base fee: £58,750 plus £17,650 in 3i shares Senior Independent Director fee:£20,000 Committee Chair:£25,000 Committee member:£10,000 Committee fees are payable in respect of the Audit and Compliance Committee, Remuneration Committee and Valuations Committee.
Malus and clawback policy	Long-term incentive awards and deferred bonus share awards made during the year to Executive Directors may be forfeited or reduced in exceptional circumstances, on such basis as the Committee considers to be fair, reasonable and proportionate, taking into account an individual’s role and responsibilities. Such exceptional circumstances include: (1) a material misstatement in the financial statements of the Company or Group or any Member of the Group; or (2) where an individual has caused, wholly or in part, a material loss for the Group as a result of: (i) reckless, negligent or wilful actions or omissions; or (ii) inappropriate values or behaviour; (3) an error in assessing any applicable Performance Conditions or the number of shares; (4) the assessment of any applicable Performance Conditions and/or the number of shares to be released being based on inaccurate or misleading information; (5) misconduct on the part of the individual concerned; (6) a Member of the Group is censured by a regulatory body or suffers a significant detrimental impact on its reputation, provided that the Committee determines that the individual was responsible for, or had management oversight over, the actions, omissions or behaviour that gave rise to that censure or detrimental impact; or (7) the Company (or entities representing a material proportion of the Group) becomes insolvent or otherwise suffers a corporate failure so that ordinary shares in the Company cease to have material value, provided that the individual is responsible (in whole or in part) for that insolvency or failure. In exceptional circumstances (and on such basis as the Committee considers fair, reasonable and proportionate taking into account an individual’s role and responsibilities), the Group may recover amounts that have been paid or released from awards (including cash bonus awards), as long as a written request for the recovery of such sums is made in the two-year period from the date of payment or release and in circumstances where either (a) there has been a material misstatement of Group financial statements or (b) the Group suffers a material loss. In arriving at its decision, the Committee will take into consideration such evidence as it may reasonably consider relevant including as to the impact of the affected individual’s conduct, values or behaviours on the material misstatement or material loss, as the case may be.

3i Group plc | Annual report and accounts 2025 147

Governance

The Annual report on remuneration (Implementation report) continued

Remuneration Committee advisers

The Committee appointed Deloitte LLP as advisers in 2013 and during the year they provided the Committee with external, independent

advice.

Deloitte LLP are members of the Remuneration Consultants Group and, as such, voluntarily operate under the code of conduct in relation to

executive remuneration consulting in the UK. During the year, Deloitte LLP also provided 3i with certain tax advisory services. The Committee

has reviewed the advice provided during the year and is satisfied that it has been objective and independent. The total fees for advice during

the year were £84,000 (excluding VAT) (2024 £50,250 (excluding VAT)).

Result of voting at the 2024 AGM

At the 2024 AGM, shareholders approved the Remuneration report that was published in the 2024 Annual report and accounts. At the 2023

AGM, shareholders approved the Directors’ remuneration policy. The results for both of these votes are shown below:

Resolution	Votes for	Votes against	Total votes cast	Votes withheld
Approval of the Directors’ remuneration report at the 2024 AGM	754,025,105	28,637,438	782,662,543	153,692
	96.34%	3.66%
Approval of the Directors’ remuneration policy at the 2023 AGM	717,765,664	37,374,379	755,140,043	7,253,538
	95.05%	4.95%

Audit

The tables in this report (including the Notes thereto) on pages 135 to 147 marked as “audited” have been audited by KPMG.

By order of the Board

Coline McConville

Chair, Remuneration Committee

14 May 2025

3i Group plc | Annual report and accounts 2025 148

Governance

Additional statutory and corporate governance information

This section of the Directors’ report contains the

corporate governance statement required by FCA

Disclosure Guidance and Transparency Rule 7.2.

Corporate governance

The Corporate Governance Code to which the Company is subject

in relation to FY2025 is the UK Corporate Governance Code 2018

(the “Code”), which was published by the FRC in July 2018 and is

available on the FRC website. (The revised UK Corporate Governance

Code 2024 which was published in January 2024 will apply to the

Company in relation to FY2026).

Details on the Company’s compliance with the Code and an

explanation as to why the Company has not complied throughout

the year with provision 19 of the Code in respect of Chair tenure are

set out in the Corporate Governance statement on pages 99 and 100

and in the report on the Nominations Committee’s review of Chair

tenure on page 117.

The Group’s internal control and risk management systems, including

those in relation to the financial reporting process, are described

in the Risk management section on pages 80 to 93.

Directors: independence and time commitments

Directors’ biographical details are set out on pages 102 and 103.

The Board currently comprises the Chair, six non-executive Directors

and three Executive Directors. Mr D A M Hutchison (Chair), Mr S A

Borrows, Mr J G Hatchley, Ms J H Halai, Mr S W Daintith, Ms L M S

Knox, Mr P A McKellar, Ms C L McConville and Ms A Schaapveld all

served as Directors throughout the year under review. Mr H K Patel

served as a Director from 3 February 2025.

The Board regularly considers the independence of non-executive

Directors. The Board considers all of the Company’s non-executive

Directors to be independent for the purposes of the Code. The Chair

was independent on appointment as Chair. Consideration was also

given to time commitments when Directors seek to take on any

additional external appointments and on any Director’s appointment.

	Investment policy
	The UK Listing Authority’s Listing Rules require 3i, as a closed- ended investment fund, to publish an investment policy. Shareholder approval is required for material changes to this policy. Non-material changes can be made by the Board. The current policy is set out below. No changes have been made to the policy since it was published in the Company’s 2018 Report and Accounts. • 3i is an investment company which aims to provide its shareholders with quoted access to private equity and infrastructure returns. Currently, its main focus is on making quoted and unquoted equity and/or debt investments in businesses and funds in Europe, Asia and the Americas. The geographies, economic sectors, funds and asset classes in which 3i invests continue to evolve as opportunities are identified. Proposed investments are assessed individually and all significant investments require approval from the Group’s Investment Committee. Overall investment targets are subject to periodic reviews and the investment portfolio is also reviewed to monitor exposure to specific geographies, economic sectors and asset classes. • 3i seeks to diversify risk through significant dispersion of investments by geography, economic sector, asset class and size as well as through the maturity profile of its investment portfolio.	• Although 3i does not set maximum exposure limits for asset allocations, it does have a maximum exposure limit that, save as mentioned below, no investment will be made unless its cost 1 does not exceed 15% of the investment portfolio value as shown in the last published valuation. A further investment may be made in an existing portfolio business provided the aggregate cost of that investment and of all other unrealised investments in that portfolio business does not exceed 15% of the investment portfolio value as shown in the last published valuation. A higher limit of 30% will apply to the Company’s investment in 3i Infrastructure plc. For the avoidance of doubt, 3i may retain an investment, even if its carrying value is greater than 15% or 30% (as the case may be) of the portfolio value at the time of an updated valuation. • Investments are generally funded with a mixture of debt and shareholders’ funds with a view to maximising returns to shareholders, whilst maintaining a strong capital base. 3i’s gearing depends not only on its level of debt, but also on the impact of market movements and other factors on the value of its investments. The Board takes this into account when, as required, it sets a precise maximum level of gearing. The Board has therefore set the maximum level of gearing at 150% and has set no minimum level of gearing. If the gearing ratio should exceed the 150% maximum limit, the Board will take steps to reduce the gearing ratio to below that limit as soon as practicable thereafter. 3i is committed to achieving balance sheet efficiency.
	1 Where 3i makes an investment in an existing portfolio business as part of a restructuring or reorganisation of its investment in that existing portfolio business (which restructuring or reorganisation may involve, without limitation, 3i disposing of all or part of its existing investment in the relevant portfolio business and reinvesting all or part of the proceeds into a different entity which acquires or holds the relevant portfolio business or a substantial part thereof), the cost of that investment, for the purposes of determining the maximum exposure limit under this policy, shall, to the extent that the investment does not increase 3i’s exposure to the relevant portfolio business, be deemed to be the cost of 3i’s existing investment in the relevant portfolio business (or, in the case of a partial reinvestment, the pro-rated cost of 3i’s existing investment in the relevant portfolio business) immediately prior to the restructuring or reorganisation. If 3i’s investment includes a further investment, such that 3i increases its overall exposure to the relevant portfolio business as part of the restructuring or reorganisation, the cost of any such further investment at the date of such investment shall be added to the cost of the investment in the existing portfolio business as determined pursuant to the previous sentence.

3i Group plc | Annual report and accounts 2025 149

Governance

Additional statutory and corporate governance information continued

Appointment and re-election of Directors

Subject to the Company’s Articles of Association, the Companies

Act and satisfactory performance evaluation, non-executive

Directors are appointed for an initial three-year term. Before the

third and sixth anniversaries of first appointment, the Director

discusses with the Board whether it is appropriate for a further

three-year term to be served.

Under the Company’s Articles of Association, the minimum number

of Directors is two and the maximum is 20, unless otherwise

determined by the Company by ordinary resolution. Directors are

appointed by ordinary resolution of shareholders or by the Board.

The Company’s Articles of Association provide for all Directors to

retire from office at every Annual General Meeting of the Company

although they may offer themselves for re-appointment by the

shareholders.

Shareholders can remove any Director by special resolution and

appoint another person to be a Director in their place by ordinary

resolution. Shareholders can also remove any Director by ordinary

resolution of which special notice has been given.

Subject to the Company’s Articles of Association, retiring Directors

are eligible for re-appointment. The office of Director is vacated

if the Director resigns, becomes bankrupt or is prohibited by law

from being a Director or where the Board so resolves following

the Director suffering from ill health or being absent from Board

meetings for 12 months without the Board’s permission.

The Board’s responsibilities and processes

The composition of the Board and its Committees, as well as

the Board’s key responsibilities and the way in which it and its

Committees work, are described on pages 97 to 147. The Board

is responsible to shareholders for the overall management of the

Group and may exercise all the powers of the Company subject

to the provisions of relevant statutes, the Company’s Articles of

Association and any directions given by special resolution of the

shareholders. The Articles of Association empower the Board

to offer, allot, grant options over or otherwise deal with or dispose

of the Company’s shares as the Board may decide.

The Companies Act 2006 authorises the Company to make market

purchases of its own shares if the purchase has first been authorised

by a resolution of the Company.

At the AGM in June 2024, shareholders renewed the Board’s

authority to allot ordinary shares and to repurchase ordinary shares

on behalf of the Company subject to certain limits. Details of the

authorities which the Board will be seeking at the 2025 AGM are

set out in the 2025 Notice of AGM.

The Board’s diversity policies in relation to Directors are described

in the Nominations Committee report on page 118 and such policies

in relation to employees are described on pages 151 and 152.

Matters reserved for the Board

The Board has approved a formal schedule of matters reserved

to it and its duly authorised Committees for decision. These include

matters such as the Group’s overall strategy, strategic plan and

annual operating budget; approval of the Company’s financial

statements and changes to accounting policies or practices;

changes to the capital structure or regulated status of the

Company; major capital projects or changes to business

operations; investments and divestments above certain limits;

policy on borrowing, gearing, hedging and treasury matters;

and adequacy of internal control systems.

Rights and restrictions attaching to shares

A summary of the rights and restrictions attaching to shares as at

31 March 2025 is set out below.

The Company’s Articles of Association may be amended by special

resolution of the shareholders in a general meeting. Holders of

ordinary shares enjoy the rights set out in the Articles of Association

of the Company and under the laws of England and Wales. Any share

may be issued with or have attached to it such rights and restrictions

as the Company by ordinary resolution or, failing such resolution,

the Board may decide.

Holders of ordinary shares are entitled to attend, speak and vote

at general meetings and to appoint proxies and, in the case of

corporations, corporate representatives to attend, speak and vote

at such meetings on their behalf. To attend and vote at a general

meeting a shareholder must be entered on the register of members

at such time (not being earlier than 48 hours before the meeting)

as stated in the Notice of general meeting. On a poll, holders

of ordinary shares are entitled to one vote for each share held.

Holders of ordinary shares are entitled to receive the Company’s

Annual report and accounts, to receive such dividends and other

distributions as may lawfully be paid or declared on such shares

and, on any liquidation of the Company, to share in the surplus assets

of the Company after satisfaction of the entitlements of the holders

of any shares with preferred rights as may then be in issue.

There are no restrictions on the transfer of fully paid shares in the

Company, save that the Board may decline to register: a transfer

of uncertificated shares in the circumstances set out in the

Uncertificated Securities Regulations 2001; a transfer to more than

four joint holders; a transfer of certificated shares which is not in

respect of only one class of share; a transfer which is not

accompanied by the certificate for the shares to which it relates;

a transfer which is not duly stamped in circumstances where a duly

stamped instrument is required; or a transfer where in accordance

with section 794 of the Companies Act 2006 a notice (under section

793 of that Act) has been served by the Company on a shareholder

who has then failed to give the information required within the

specified time.

In the latter circumstances, the Company may make the relevant

shares subject to certain restrictions (including in respect of the ability

to exercise voting rights, to transfer the shares validly and, except in

the case of a liquidation, to receive the payment of sums due from

the Company).

3i Group plc | Annual report and accounts 2025 150

Governance

Additional statutory and corporate governance information continued

There are no shares carrying special rights with regard to control

of the Company. There are no restrictions placed on voting rights

of fully paid shares, save where in accordance with Article 12 of

the Company’s Articles of Association a restriction notice has been

served by the Company in respect of shares for failure to comply with

statutory notices or where a transfer notice (as described below) has

been served in respect of shares and has not yet been complied with.

Where shares are held on behalf of former or current employees

under employee share schemes, those participants can give

instructions to the holder of such shares as to how votes attached

to such shares should be exercised.

In the circumstances specified in Article 38 of the Company’s Articles

of Association, the Company may serve a transfer notice on holders

of shares. The relevant circumstances relate to: (a) potential tax

disadvantage to the Company, (b) the number of “United States

Residents” who own or hold shares being 75 or more, or (c) the

Company being required to be registered as an investment company

under relevant US legislation. The notice would require the transfer

of relevant shares and, pending such transfer, the rights and

privileges attaching to those shares would be suspended.

The Company is not aware of any agreements between holders

of its securities that may restrict the transfer of shares or exercise

of voting rights.

Share capital and debentures

The issued ordinary share capital of the Company as at 1 April 2024

was 973,366 ,445 ordinary shares and at 31 March 2025 was

973,398,978 ordinary shares of 73 19∕22 pence each. It increased

over the year by 32,533 ordinary shares on the issue of shares

to the Trustee of the 3i Group Share Incentive Plan.

At the AGM on 27 June 2024 the Directors were authorised to

repurchase up to 97,000,000 ordinary shares in the Company

(representing approximately 10% of the Company’s issued ordinary

share capital as at 6 May 2024) until the Company’s AGM in 2025 or

26 September 2025, if earlier. This authority was not exercised in the

year. Details of the authorities which the Board will be seeking at the

2025 AGM are set out in the 2025 Notice of AGM.

As at 31 March 2025, the Company had sterling and euro fixed rate

notes in issue as detailed in Note 16 to the accounts.

The Articles of Association also specifically empower the Board

to exercise the Company’s powers to borrow money and to

mortgage or charge the Company’s assets and any uncalled

capital and to issue debentures and other securities.

Portfolio management and voting policy

In relation to unquoted investments, the Group’s approach is to seek

to add value to the businesses in which the Group invests through

the Group’s extensive experience, resources and contacts and

through active engagement with the Boards of those companies.

In relation to quoted investments, the Group’s policy is to exercise

voting rights on all matters affecting its interests.

Tax and investment company status

The Company is an investment company under section 833 of

the Companies Act 2006. HM Revenue & Customs has approved

the Company as an Investment Trust under section 1158 of the

Corporation Tax Act 2010 and the Company directs its affairs

to enable it to continue to remain so approved.

Where appropriate, the Company looks to the provisions included

within the Association of Investment Companies SORP.

Major interests in ordinary shares

The table below shows notifications of major voting interests in

the Company’s ordinary share capital (notifiable in accordance with

Chapter 5 of the FCA’s Disclosure Guidance and Transparency Rules

or section 793 Companies Act 2006) that had been received

by the Company as at 31 March 2025 and 15 April 2025.

	As at 31 March 2025	% of issued share capital	As at 15 April 2025	% of issued share capital
BlackRock, Inc	103,161,680	10.60	104,039,896	10.69
The Capital Group Companies, Inc	61,665,728	6.34	67,683,107	6.95
Fidelity Management & Research Company	58,282,778	5.99	58,728,243	6.03
WCM Investment Management, LLC	47,295,459	4.86	47,350,398	4.86
Vanguard Group, Inc	45,922,480	4.72	45,922,480	4.72

3i Investments plc

3i Investments plc is authorised by the FCA to, among other things,

manage Alternative Investment Funds (“AIFs”). It is currently the

Alternative Investment Fund Manager (“AIFM”) of seven AIFs,

including the Company and 3i Infrastructure plc. In compliance

with regulatory requirements, 3i Investments plc has ensured that

a depository has been appointed for each AIF. This is Citibank

UK Limited.

The Annual report and accounts meet certain investor disclosure

requirements as set out in FUND 3.2.2R, 3.2.3R, 3.2.5R and 3.2.6R

of the FCA’s Investment Funds sourcebook (“FUND Disclosures”)

for the Company as a standalone entity. The Company’s profit for

the year is stated in its Company statement of changes in equity

on page 157 and its financial position is shown on page 156.

The Company performs substantially all of its investment-related

activities through its subsidiaries and therefore the Group’s

Consolidated statement of comprehensive income is considered

to be more useful to investors than a Company statement.

Furthermore, in some instances the relevant FUND Disclosures

have been made in relation to the Group on a consolidated basis

rather than in respect of the Company on a solo basis. This is because

the Company operates through its Group subsidiaries and therefore

reporting on the Group’s activities provides more relevant

information on the Company and its position. There have been

no material changes to the disclosures required to be made

under FUND 3.2.2R in the past year.

3i Group plc | Annual report and accounts 2025 151

Governance

Additional statutory and corporate governance information continued

Although certain FUND Disclosures are made in this Annual report,

full disclosures are summarised on the 3i website at www.3i.com.

This will be updated as required and changes noted in future

Annual reports.

For the purposes of the FUND Disclosures set out in FUND 3.3.5(R)

(5) and (6), the total amount of remuneration paid by the AIFM to its

staff for the year to 31 March 2025 was £241 million, of which

£48 million was fixed remuneration and £193 million was variable

remuneration. The total number of beneficiaries is 216.

The aggregate total remuneration paid to AIFM Remuneration

Code Staff for the year to 31 March 2025 was £81 million, of which

£47 million was paid to senior management and £34 million was paid

to other AIFM Remuneration Code Staff. A summary of the

remuneration policy of 3i can be found on the Company’s website.

Dividends

A first FY2025 dividend of 30.5 pence per ordinary share in respect

of the year to 31 March 2025 was paid on 10 January 2025.

The Directors recommend a second FY2025 dividend of 42.5 pence

per ordinary share be paid in respect of the year to 31 March 2025

to shareholders on the Register at the close of business

on 20 June 2025.

The trustee of The 3i Group Employee Trust and the trustee

of the 2010 Carry Trust have each waived (subject to certain minor

exceptions) dividends declared on shares in the Company held

by those trusts and the trustee of The 3i Group Share Incentive

Plan has waived dividends on unallocated shares in the Company

held by it.

Directors’ conflicts of interests, external

appointments and indemnities

Directors have a statutory duty to avoid conflicts of interest with the

Company. The Company’s Articles of Association enable Directors

to approve conflicts of interest and include other conflict of interest

provisions. The Company has implemented processes to identify

potential and actual conflicts of interest. Such conflicts are then

considered for approval by the Board, subject, if necessary,

to appropriate conditions.

The Board has adopted a policy on Directors’ other appointments

under which additional external appointments should not be

undertaken without prior approval of the Board. Executive Directors

should not take on more than one non-executive directorship in

a FTSE 100 company or other significant appointment.

As permitted by the Company’s Articles of Association during the

year and as at the date of this Directors’ report, there were in place

Qualifying Third-Party Indemnity Provisions (as defined under

relevant legislation) for the benefit of the Company’s Directors

and Qualifying Pension Scheme Indemnity Provisions for the benefit

of the directors of one associated company, Gardens Pension

Trustees Limited.

Directors’ employment contracts

Mr S A Borrows, Ms J H Halai and Mr J G Hatchley each have

employment contracts with the Group with notice periods

of 12 months where notice is given by the Group and six months

where notice is given by the Director. Save for these notice periods

their employment contracts have no unexpired terms. None of

the other Directors has a service contract with the Company.

Employment

The employment policy of the Group is one of equal opportunity

in the selection, training, career development and promotion of

employees, regardless of age, gender, sexual orientation, ethnic

origin, religion and whether disabled or otherwise. Further details

on equal opportunities and diversity are included in the Sustainability

report on pages 52 to 55 and in the Nominations Committee report

on page 118.

3i treats applicants and employees with disabilities fairly and provides

facilities, equipment and training to assist disabled employees to do

their jobs. Arrangements are made as necessary to ensure support

to job applicants who happen to be disabled and who respond

to requests to inform the Company of any requirements. Should an

employee become disabled during their employment, efforts would

be made to retain them in their current employment or to explore the

opportunities for their retraining or redeployment within 3i. Financial

support is also provided by 3i to support disabled employees who

are unable to work, as appropriate to local market conditions.

3i’s principal means of keeping in touch with the views of its

employees is through employee appraisals, informal consultations,

team briefings and employee conferences. Managers throughout 3i

have a continuing responsibility to keep their staff informed of

developments and to communicate financial results and other

matters of interest. This is achieved by structured communication

including regular meetings of employees. Members of the Board

have regular formal and informal interaction with a significant number

of 3i employees, including through office visits and one-to-one

meetings.

3i is an equal opportunities employer and has clear grievance and

disciplinary procedures in place. 3i also has an employee assistance

programme which provides a confidential, free and independent

counselling service and is available to all UK employees and their

families in the UK.

3i’s employment policies are designed to provide a competitive

reward package which will attract and retain high-quality staff, whilst

ensuring that the relevant costs remain at an appropriate level.

3i’s remuneration policy is influenced by 3i’s financial and other

performance conditions and market practices in the countries in

which it operates. All employees receive a base salary and are also

eligible to be considered for a performance-related annual variable

incentive award. For those members of staff receiving higher levels

of annual variable incentive awards, a proportion of such awards is

delivered in 3i shares, vesting over a number of years. Remuneration

policy is reviewed by the 3i Group plc Remuneration Committee,

comprising 3i Group plc non-executive Directors.

Where appropriate, employees are eligible to participate in 3i share

schemes to encourage employees’ involvement in 3i’s performance.

Investment executives in the Private Equity business line may also

participate in carried interest schemes, which allow executives to

share directly in future profits on investments. Similarly, investment

executives in the Infrastructure business line may participate in asset-

linked and/or fee-linked incentive arrangements. Employees

participate in local state or company pension schemes as

appropriate to local market conditions.

3i Group plc | Annual report and accounts 2025 152

Governance

Additional statutory and corporate governance information continued

Employees are able to raise in confidence with the Company any

matters of concern. Issues can be raised with line management, the

Internal Audit team and the Human Resources team as appropriate.

Employees can also raise matters with an externally run confidential

telephone reporting line and can do so anonymously if they wish.

Matters raised are investigated and followed up as appropriate.

The Board monitors any matters reported to the externally run

telephone reporting line, through an annual report to Audit and

Compliance Committee from Internal Audit.

Workforce engagement

The Company has a Staff Engagement strategy which has been

adopted by the Board as the most appropriate way for the Company

to comply with the relevant requirements of the Code. This is in

preference to adopting one of the three workforce engagement

examples specifically mentioned in the UK Corporate Governance

Code. The Board believes this strategy is appropriate and

proportionate in the context of an office-based workforce, with in the

region of 250 employees worldwide, all of whom engage regularly

with members of senior management. Senior management and

members of the Board meet formally and informally with staff in a

variety of contexts, including office visits, investment reviews, Board

and Committee presentations and Board dinners with investment

teams. A general open door policy (whether physically or virtually)

adopted by senior management encourages interaction with staff.

The Human Resources team are a point of contact for all members

of staff and they, as well as line managers, report issues requiring

management attention to senior management as they occur. The

Internal Audit and Group Compliance teams consider employee

matters including culture, compliance with the Company’s values

and staff turnover in their reports to senior management. The formal

annual appraisal process provides a further opportunity for

engagement.

During the year, the Board visited 3i’s Amsterdam and Frankfurt

offices and met formally and informally with the teams based there.

Directors receive updates on employee matters in presentations from

the business line heads, as well as from the Chief Human Resources

Officer, in the annual Board consideration of the Group Succession

Planning and Strategic Capability Review. Committee Chairs held a

number of private and other meetings with function heads during the

year. Non-executive Directors also meet with a wide range of

members of the investment teams at the twice-yearly PCR meetings.

Diversity and inclusion policy

Details of the Company’s approach to diversity and inclusion are set

out under the heading Employment on page 151, in the Sustainability

section on pages 52 to 55 and in the Nominations Committee report

on page 118.

Political donations

In line with Group policy, during the year to 31 March 2025,

no donations were made to political parties or organisations,

or independent election candidates, and no political expenditure

was incurred, (31 March 2024: none).

Share reunification programme

The Board approved a programme to reunify shareholders with their

dormant shareholdings. A tracing programme was conducted by the

Registrar during 2023 and 2024 to attempt to contact dormant

shareholders. Where this was not possible and in accordance with the

Company’s Articles of Association, the relevant shares were sold and

the proceeds returned to 3i. The shareholder or their personal

representatives have six years from the date of sale in which to claim

the proceeds of sale. Unclaimed dividends associated with the shares

sold were also returned to 3i and shareholders or their personal

representatives have 12 years from when the dividend was declared

or became due in which to make a claim. Dividends which have been

unclaimed for 12 years are forfeited, unless the Board decides

otherwise. The Board agreed that a sum equal to the majority of the

funds returned to 3i in this programme would be used for charitable

purposes, with the balance kept to meet claims.

Significant agreements

As at 31 March 2025, the Company was party to one agreement

subject to a renegotiation period on a change of control of the

Company following a takeover bid. This agreement is a £900 million

multi-currency Revolving Credit Facility Agreement dated 13 March

2020 and as amended from time to time between the Company,

Barclays Bank PLC and a number of other banks. The Company is

required to promptly notify Barclays Bank PLC, as agent bank, of

a change of control. This opens a 20-day negotiation period to

determine if each lender is willing to continue participating in the

facility. For any lender with whom no agreement is reached, amounts

outstanding to that lender would be repayable and their

commitment cancelled, with no less than 10 business days’ notice

after the end of the negotiation period.

Internal control and risk management systems

A description of the Group’s internal control and risk management

systems in relation to the financial reporting process is set out in the

Risk management section on pages 80 to 93.

Going concern

The Directors have acknowledged their responsibilities in relation

to the financial statements for the year to 31 March 2025.

After making enquiries, the Directors considered it appropriate

to prepare the financial statements of the Company, and the Group,

on a going concern basis. The Viability statement is included

on pages 128 and 129.

Audit information

Pursuant to section 418(2) of the Companies Act 2006, each

of the Directors confirms that:

• so far as they are aware, there is no relevant audit information

of which the Company’s Auditor is unaware; and

• they have taken all steps they ought to have taken to make

themselves aware of any relevant audit information and to establish

that the Company’s Auditor is aware of such information.

Appointment of Auditor

In accordance with section 489 of the Companies Act 2006,

a resolution proposing the reappointment of KPMG LLP as the

Company’s Auditor will be put to members at the forthcoming AGM.

3i Group plc | Annual report and accounts 2025 153

Governance

Additional statutory and corporate governance information continued

Information required by Listing Rule 6.6.4

Information required by Listing Rule 6.6.4 not included in this section

of the Directors’ report may be found as set out below:

Topic	Location
Capitalised interest	Portfolio income on page 71
Share allotments	Note 19 on page 183

Website

3i’s website provides a brief description of 3i’s history, current operations,

strategy and portfolio, as well as articles, interviews and videos to

showcase specific themes and investments. It also includes an archive of

over 10 years of news and historical financial information on the Group

and details of forthcoming events for shareholders and analysts.

Information included in the Strategic report

In accordance with section 414 C (11) of the Companies Act 2006,

the following information otherwise required to be set out in the

Directors’ report has been included in the Strategic report: risk

management objectives and policies; post-balance sheet events;

likely future developments in the business; engagement with

suppliers, customers and others; employee involvement; and

greenhouse gas emissions. The Directors’ Viability statement

is also shown in the Resilience statement on pages 127 to 129.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual report

and the Group and parent Company financial statements for each

financial year in accordance with applicable United Kingdom law

and regulations. They are required to prepare the Group financial

statements in accordance with UK adopted international accounting

standards and applicable law and have elected to prepare the parent

Company financial statements on the same basis.

Under company law, the Directors must not approve the financial

statements unless they are satisfied that they give a true and fair view

of the state of affairs of the Group and parent Company and of their

profit or loss for that period. In preparing each of the Group and

parent Company financial statements, the Directors are required to:

• select suitable accounting policies and then apply them

consistently;

• make judgements and estimates that are reasonable, relevant

and reliable;

• state whether they have been prepared in accordance with UK-

adopted international accounting standards and applicable law;

• assess the Group and parent Company’s ability to continue

as a going concern, disclosing, as applicable, matters related

to going concern; and

• use the going concern basis of accounting unless they either

intend to liquidate the Group, or the parent Company, or to cease

operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the parent Company’s

transactions and disclose with reasonable accuracy at any time the

financial position of the parent Company and enable them to ensure

that its financial statements comply with the Companies Act 2006.

They are responsible for such internal control as they determine is

necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error, and

have general responsibility for taking such steps as are reasonably

open to them to safeguard the assets of the Group and to prevent

and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also

responsible for preparing a Strategic report, Directors’ report,

Directors’ remuneration report and Corporate governance statement

that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of

the corporate and financial information included on the Company’s

website. Legislation in the UK governing the preparation and

dissemination of financial statements may differ from legislation

in other jurisdictions.

Responsibility statement of the Directors in respect

of the Annual financial report

The Directors confirm that to the best of their knowledge:

• the financial statements, prepared in accordance with the

applicable set of accounting standards, give a true and fair view

of the assets, liabilities, financial position and profit or loss of the

Company and the undertakings included in the consolidation

taken as a whole; and

• the Strategic report includes a fair review of the development

and performance of the business and the position of the Company

and the undertakings included in the consolidation taken

as a whole, together with a description of the principal risks

and uncertainties that they face.

The Directors consider this Annual report and accounts, taken

as a whole, is fair, balanced and understandable and provides

the information necessary for shareholders to assess the Group’s

position and performance, business model and strategy.

The Directors of the Company and their functions are listed on pages

102 and 103.

3i Group plc is registered in England with company number 1142830.

Directors’ report

For the purposes of the UK Companies Act 2006, the Directors’

report of 3i Group plc comprises the Governance section on pages

96 to 153 other than the Directors’ remuneration report on pages 135

to 147.

The Strategic report, Directors’ report and Directors’ remuneration

report have been drawn up and presented in accordance with and in

reliance upon English company law and the liabilities of the Directors

in connection with those reports shall be subject to the limitations

and restrictions provided by that law.

By order of the Board

K J Dunn

Company Secretary

14 May 2025

Registered office:

1 Knightsbridge

London SW1X 7LX

3i Group plc | Annual report and accounts 2025 154

What’s in this section
Consolidated statement of comprehensive income	155
Consolidated statement of financial position	156
Consolidated statement of changes in equity	157
Consolidated cash flow statement	158
Company statement of financial position	159
Company statement of changes in equity	160
Company cash flow statement	161
Material accounting policies	162
Notes to the accounts	166
KPMG LLP’s independent auditor’s report	199

Audited financial

statements

3i Group plc | Annual report and accounts 2025 155

Audited financial statements

Consolidated statement of comprehensive income

for the year to 31 March

	Notes	2025 £m	2024 £m
Realised profits over value on the disposal of investments	2	5	1
Unrealised profits on the revaluation of investments	3	3,812	2,742
Fair value movements on investment entity subsidiaries	12	953	861
Portfolio income
Dividends		413	363
Interest income from investment portfolio		29	29
Fees receivable	4	13	3
Foreign exchange on investments		(245)	(238)
Movement in the fair value of derivatives	17	82	116
Gross investment return		5,062	3,877
Fees receivable from external funds	4	64	72
Operating expenses	5	(149)	(146)
Interest receivable		15	9
Interest payable		(65)	(61)
Exchange movements		77	52
Income from investment entity subsidiaries		21	21
Other (expense)/income		(1)	3
Operating profit before carried interest		5,024	3,827
Carried interest
Carried interest and performance fees receivable		29	62
Carried interest and performance fees payable	14	(14)	(51)
Operating profit before tax		5,039	3,838
Tax charge	8	(1)	(2)
Profit for the year		5,038	3,836
Other comprehensive income that may be reclassified to the income statement
Exchange differences on translation of foreign operations		7	(4)
Other comprehensive income that will not be reclassified to the income statement
Re-measurements of defined benefit plans	25	4	7
Other comprehensive income for the year		11	3
Total comprehensive income for the year		5,049	3,839
Earnings per share
Basic (pence)	9	522.0	397.9
Diluted (pence)	9	520.6	396.7

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

3i Group plc | Annual report and accounts 2025 156

Audited financial statements

Consolidated statement of financial position

as at 31 March

	Notes	2025 £m	2024 £m
Assets
Non-current assets
Investments
Quoted investments	11,13	856	879
Unquoted investments	11,13	17,500	14,193
Investments in investment entity subsidiaries	12,13	6,916	5,804
Investment portfolio		25,272	20,876
Carried interest and performance fees receivable		–	3
Other non-current assets	15	27	28
Intangible assets		2	4
Retirement benefit surplus	25	63	61
Property, plant and equipment		18	4
Right of use asset		41	49
Derivative financial instruments	17	46	83
Total non-current assets		25,469	21,108
Current assets
Carried interest and performance fees receivable		33	45
Other current assets	15	49	47
Current income taxes		2	1
Derivative financial instruments	17	91	82
Cash and cash equivalents		412	358
Total current assets		587	533
Total assets		26,056	21,641
Liabilities
Non-current liabilities
Trade and other payables	18	(6)	(5)
Carried interest and performance fees payable	14	(29)	(30)
Loans and borrowings	16	(1,194)	(1,202)
Derivative financial instruments	17	(4)	–
Retirement benefit deficit	25	(17)	(21)
Lease liability		(42)	(45)
Deferred income taxes	8	(1)	(1)
Provisions		(2)	(2)
Total non-current liabilities		(1,295)	(1,306)
Current liabilities
Trade and other payables	18	(133)	(134)
Carried interest and performance fees payable	14	(12)	(24)
Lease liability		(3)	(4)
Current income taxes		(1)	(3)
Provisions		(1)	–
Total current liabilities		(150)	(165)
Total liabilities		(1,445)	(1,471)
Net assets		24,611	20,170
Equity
Issued capital	19	719	719
Share premium		792	791
Capital redemption reserve		43	43
Share-based payment reserve	26	35	42
Translation reserve		1	(6)
Capital reserve		21,257	17,154
Revenue reserve		1,845	1,519
Own shares	20	(81)	(92)
Total equity		24,611	20,170

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

David Hutchison

Chair

14 May 2025

3i Group plc | Annual report and accounts 2025 157

Audited financial statements

Consolidated statement of changes in equity

for the year to 31 March

2025	Share capital £m	Share premium £m	Capital redemption reserve £m	Share- based payment reserve £m	Translation reserve £m	Capital reserve 1 £m	Revenue reserve 1 £m	Own shares £m	Total equity £m
Total equity at the start of the year	719	791	43	42	(6)	17,154	1,519	(92)	20,170
Profit for the year	–	–	–	–	–	4,535	503	–	5,038
Exchange differences on translation of foreign operations	–	–	–	–	7	–	–	–	7
Re-measurements of defined benefit plans	–	–	–	–	–	4	–	–	4
Total comprehensive income for the year	–	–	–	–	7	4,539	503	–	5,049
Share-based payments	–	–	–	16	–	–	–	–	16
Release on exercise/forfeiture of share awards	–	–	–	(23)	–	–	23	–	–
Exercise of share awards	–	–	–	–	–	(11)	–	11	–
Ordinary dividends	–	–	–	–	–	(425)	(200)	–	(625)
Issue of ordinary shares	–	1	–	–	–	–	–	–	1
Total equity at the end of the year	719	792	43	35	1	21,257	1,845	(81)	24,611

1 Refer to Note 19 for the nature of the capital and revenue reserves.

2024	Share capital £m	Share premium £m	Capital redemption reserve £m	Share- based payment reserve £m	Translation reserve £m	Capital reserve 1 £m	Revenue reserve 1 £m	Own shares £m	Total equity £m
Total equity at the start of the year	719	790	43	31	(2)	14,044	1,327	(108)	16,844
Profit for the year	–	–	–	–	–	3,309	527	–	3,836
Exchange differences on translation of foreign operations	–	–	–	–	(4)	–	–	–	(4)
Re-measurements of defined benefit plans	–	–	–	–	–	7	–	–	7
Total comprehensive income for the year	–	–	–	–	(4)	3,316	527	–	3,839
Share-based payments	–	–	–	27	–	–	–	–	27
Release on exercise/forfeiture of share awards	–	–	–	(16)	–	–	16	–	–
Exercise of share awards	–	–	–	–	–	(16)	–	16	–
Ordinary dividends	–	–	–	–	–	(190)	(351)	–	(541)
Issue of ordinary shares	–	1	–	–	–	–	–	–	1
Total equity at the end of the year	719	791	43	42	(6)	17,154	1,519	(92)	20,170

1 Refer to Note 19 for the nature of the capital and revenue reserves.

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

3i Group plc | Annual report and accounts 2025 158

Audited financial statements

Consolidated cash flow statement

for the year to 31 March

	Notes	2025 £m	2024 £m
Cash flow from operating activities
Purchase of investments		(150)	(506)
Proceeds from investments		1,107	543
Amounts paid to investment entity subsidiaries	12	(1,537)	(674)
Amounts received from investment entity subsidiaries	12	865	580
Net cash flow from derivatives		113	69
Portfolio interest received		6	5
Portfolio dividends received		420	366
Portfolio fees received		7	12
Fees received from external funds		65	74
Carried interest and performance fees received		44	58
Carried interest and performance fees paid	14	(23)	(53)
Operating expenses paid		(122)	(121)
Co-investment loans (paid)/received		(35)	5
Tax paid		(3)	(3)
Other cash income		1	2
Other cash expenses		(10)	–
Interest received		15	9
Net cash flow from operating activities		763	366
Cash flow from financing activities
Issue of shares		1	1
Dividends paid	10	(625)	(541)
Proceeds from long-term borrowing	16	–	422
Lease payments	16	(6)	(6)
Interest paid		(60)	(40)
Net cash flow from financing activities		(690)	(164)
Cash flow from investing activities
Purchases of property, plant and equipment		(16)	(3)
Net cash flow from investing activities		(16)	(3)
Change in cash and cash equivalents		57	199
Cash and cash equivalents at the start of the year		358	162
Effect of exchange rate fluctuations		(3)	(3)
Cash and cash equivalents at the end of the year		412	358

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

3i Group plc | Annual report and accounts 2025 159

Audited financial statements

Company statement of financial position

as at 31 March

	Notes	2025 £m	2024 £m
Assets
Non-current assets
Investments
Quoted investments	11,13	856	879
Unquoted investments	11,13	17,500	14,193
Investment portfolio		18,356	15,072
Carried interest and performance fees receivable		–	5
Interests in Group entities	22	6,642	5,877
Other non-current assets	15	15	16
Derivative financial instruments	17	46	83
Total non-current assets		25,059	21,053
Current assets
Carried interest and performance fees receivable		6	71
Other current assets	15	3	9
Derivative financial instruments	17	91	82
Cash and cash equivalents		381	328
Total current assets		481	490
Total assets		25,540	21,543
Liabilities
Non-current liabilities
Loans and borrowings	16	(1,194)	(1,202)
Derivative financial instruments	17	(4)	–
Total non-current liabilities		(1,198)	(1,202)
Current liabilities
Trade and other payables	18	(75)	(760)
Total current liabilities		(75)	(760)
Total liabilities		(1,273)	(1,962)
Net assets		24,267	19,581
Equity
Issued capital	19	719	719
Share premium		792	791
Capital redemption reserve		43	43
Share-based payment reserve	26	35	42
Capital reserve		21,947	17,685
Revenue reserve		812	393
Own shares	20	(81)	(92)
Total equity		24,267	19,581

The Company profit for the year to 31 March 2025 is £ 5,294 million ( 2024 : £ 3,844 million).

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

David Hutchison

Chair

14 May 2025

3i Group plc | Annual report and accounts 2025 160

Audited financial statements

Company statement of changes in equity

for the year to 31 March

2025	Share capital £m	Share premium £m	Capital redemption reserve £m	Share- based payment reserve £m	Capital reserve 1 £m	Revenue reserve 1 £m	Own shares £m	Total equity £m
Total equity at the start of the year	719	791	43	42	17,685	393	(92)	19,581
Profit for the year	–	–	–	–	4,698	596	–	5,294
Total comprehensive income for the year	–	–	–	–	4,698	596	–	5,294
Share-based payments	–	–	–	16	–	–	–	16
Release on exercise/forfeiture of share awards	–	–	–	(23)	–	23	–	–
Exercise of share awards	–	–	–	–	(11)	–	11	–
Ordinary dividends	–	–	–	–	(425)	(200)	–	(625)
Issue of ordinary shares	–	1	–	–	–	–	–	1
Total equity at the end of the year	719	792	43	35	21,947	812	(81)	24,267

1 Refer to Note 19 for the nature of the capital and revenue reserves.

2024	Share capital £m	Share premium £m	Capital redemption reserve £m	Share- based payment reserve £m	Capital reserve 1 £m	Revenue reserve 1 £m	Own shares £m	Total equity £m
Total equity at the start of the year	719	790	43	31	14,563	212	(108)	16,250
Profit for the year	–	–	–	–	3,328	516	–	3,844
Total comprehensive income for the year	–	–	–	–	3,328	516	–	3,844
Share-based payments	–	–	–	27	–	–	–	27
Release on exercise/forfeiture of share awards	–	–	–	(16)	–	16	–	–
Exercise of share awards	–	–	–	–	(16)	–	16	–
Ordinary dividends	–	–	–	–	(190)	(351)	–	(541)
Issue of ordinary shares	–	1	–	–	–	–	–	1
Total equity at the end of the year	719	791	43	42	17,685	393	(92)	19,581

1 Refer to Note 19 for the nature of the capital and revenue reserves.

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

3i Group plc | Annual report and accounts 2025 161

Audited financial statements

Company cash flow statement

for the year to 31 March

	Notes	2025 £m	2024 £m
Cash flow from operating activities
Purchase of investments		(150)	(506)
Proceeds from investments		1,107	543
Amounts paid to subsidiaries		(1,941)	(1,013)
Amounts received from subsidiaries		1,039	788
Dividends from subsidiaries		142	50
Net cash flow from derivatives		113	69
Portfolio interest received		6	5
Portfolio dividends received		420	366
Portfolio fees paid		(1)	(2)
Carried interest and performance fees received		25	46
Co-investment loans (paid)/received		(34)	5
Interest received		14	8
Other cash income		–	2
Net cash flow from operating activities		740	361
Cash flow from financing activities
Issue of shares		1	1
Dividends paid	10	(625)	(541)
Proceeds from long-term borrowing	16	–	422
Interest paid		(60)	(40)
Net cash flow from financing activities		(684)	(158)
Change in cash and cash equivalents		56	203
Cash and cash equivalents at the start of the year		328	128
Effect of exchange rate fluctuations		(3)	(3)
Cash and cash equivalents at the end of the year		381	328

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

3i Group plc | Annual report and accounts 2025 162

Audited financial statements

Material accounting policies

Reporting entity

3i Group plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales . The consolidated financial

statements (“the Group accounts”) for the year to 31 March 2025 comprise the financial statements of the Company and its consolidated

subsidiaries (collectively, “the Group”).

The Group accounts have been prepared and approved by the Directors in accordance with section 395 of the Companies Act 2006

and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The Company has taken advantage of the

exemption in section 408 of the Companies Act 2006 not to present its Company statement of comprehensive income and related Notes.

A Basis of preparation

The Group and Company accounts have been prepared and approved by the Directors in accordance with UK-adopted international

accounting standards. The financial statements are presented to the nearest million sterling (£m), the functional currency of the Company.

The Group and Company did not implement the requirements of any new standards in issue for the year ended 31 March 2025.

The IASB introduced a new IFRS Accounting Standard, IFRS 18 to replace IAS 1 Presentation of Financial Statements. This new standard

establishes detailed requirements for classifying and aggregating income and expenses in the income statement, as well as disclosure

obligations for management defined performance measures. The standard applies for annual reporting periods beginning on or after

1 January 2027; however, it has not yet been endorsed for use in the UK.

Going concern

These financial statements have been prepared on a going concern basis as disclosed in the Directors’ report. The Directors have made

an assessment of going concern for a period of at least 12 months from the date of approval of the accounts, taking into account the Group’s

current performance, financial position and the principal and emerging risks facing the business.

The Directors’ assessment of going concern, which takes into account the business model on pages 14 and 15 and the Group’s liquidity

of £1,323 million, indicates that the Group and parent company will have sufficient funds to continue as a going concern, for at least the next

12 months from the date of approval of the accounts. As detailed within the Financial review on pages 70 to 74 on the Investment basis the

Group covers its cash operating expenses of £ 129 million at 31 March 2025, with cash income generated by our Private Equity and

Infrastructure businesses and Scandlines of £598 million at 31 March 2025. The Group’s liquidity comprises cash and deposits of £423 million

(31 March 2024: £396 million) and an undrawn multi-currency facility of £900 million (31 March 2024: £900 million), which has no financial

covenants.

As a proprietary investor, the Group has a long-term, responsible investment approach, and is not subject to external pressure to realise

investments before optimum value can be achieved. The Board has the ability to take certain actions to help support the Group in adverse

circumstances. Mitigating actions within management control during extended periods of low liquidity include, for example, drawing on the

existing RCF or temporarily reducing new investment levels. The Group manages liquidity with the aim of ensuring it is adequate and

sufficient, by regular monitoring of investments, realisations, operating expenses and portfolio cash income and there have been no post

balance sheet changes that would be materially detrimental to liquidity. The Directors are of the opinion that the Group’s cash flow forecast

is sufficient to support the Group given the current market, economic conditions and outlook.

Having performed the assessment on going concern, the Directors considered it appropriate to prepare the financial statements

of the Company and Group on a going concern basis, and have concluded that the Group has sufficient financial resources, is well placed

to manage business risks in the current economic environment, and can continue operations for a period of at least 12 months from the

date of issue of these financial statements.

3i Group plc | Annual report and accounts 2025 163

Audited financial statements

Material accounting policies continued

B Basis of consolidation

In accordance with IFRS 10, the Company meets the criteria as an investment entity and therefore is required to recognise subsidiaries that

also qualify as investment entities at fair value through profit or loss. It does not consolidate the investment entities it controls. Subsidiaries

that provide investment-related services, such as advisory, management or employment services, are not accounted for at fair value through

profit and loss and continue to be consolidated unless those subsidiaries qualify as investment entities, in which case they are recognised at

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

• power over the relevant activities of the investee;

• exposure, or rights, to variable returns from its involvement with the investee; and

• the ability to affect those returns through its power over the investee.

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

the financial treatment is accurate.

Subsidiaries are fully consolidated from the date on which the Group effectively obtains control. All intragroup balances and transactions

with subsidiaries are eliminated upon consolidation. Subsidiaries are de-consolidated from the date that control ceases.

The Group comprises several different types of subsidiaries. For a new subsidiary, the Group assesses whether it qualifies as an investment

entity under IFRS 10, based on the function the entity performs within the Group. For existing subsidiaries, the Group annually reassesses the

function performed by each type of subsidiary to determine if the treatment under IFRS 10 exception from consolidation is still appropriate.

The types of subsidiaries and their treatment under IFRS 10 are as follows:

General Partners (“GPs”) – Consolidated

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

investment entities.

Investment managers/advisers – Consolidated

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

investments in portfolio assets. These entities are not investment entities.

Holding companies of investment managers/advisers – Consolidated

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

assets and these entities are not investment entities.

Limited partnerships and other intermediate investment holding structures – Fair valued

The Group makes investments in portfolio assets through its ultimate parent company, as well as through other limited partnerships and

corporate subsidiaries, which the Group has created to align the interests of the investment teams with the performance of the assets, through

the use of various carried interest schemes. The purpose of these limited partnerships and corporate holding vehicles, many of which also

provide investment-related services, is to invest for investment income and capital appreciation. These partnerships and corporate

subsidiaries meet the definition of an investment entity and are accounted for at fair value through profit and loss.

Portfolio investments – Fair valued

Under IFRS 10, the test for accounting subsidiaries takes wider factors of control as well as actual equity ownership into account. In accordance

with the investment entity exception, these entities have been held at fair value with movements in fair value being recognised in profit or loss.

Associates – Fair valued

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.

Investments that are held as part of the Group’s investment portfolio are carried in the Consolidated statement of financial position

at fair value even though the Group may have significant influence over those companies.

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

3i Group plc | Annual report and accounts 2025 164

Audited financial statements

Material accounting policies continued

C Critical accounting judgements and estimates

The reported results of the Group are sensitive to the accounting policies, assumptions and estimates that underpin the preparation

of its financial statements. UK company law and IFRS require the Directors, in preparing the Group’s financial statements, to select suitable

accounting policies, apply them consistently and make judgements and estimates that are reasonable and prudent. The Group’s estimates

and assumptions are based on historical experience and expectation of future events and are reviewed periodically. The actual outcome

may be materially different from that anticipated.

(a) Critical judgements

In the course of preparing the financial statements, one judgement has been made in the process of applying the Group’s accounting

policies, other than those involving estimations, that has had a significant effect on the amounts recognised in the financial statements

as follows:

I. Assessment as an investment entity

The Board has concluded that the Company continues to meet the definition of an investment entity, as its strategic objective of investing

in portfolio investments and providing investment management services to investors for the purpose of generating returns in the form

of investment income and capital appreciation remains unchanged.

(b) Critical estimates

In addition to these significant judgements, the Directors have made one estimate, which they deem to have a significant risk of resulting

in a material adjustment to the amounts recognised in the financial statements within the next financial year. The detail of this estimate

is as follows:

I. Fair valuation of the investment portfolio

The investment portfolio, a material group of assets of the Group, is held at fair value. Details of valuation methodologies used and

the associated sensitivities are disclosed in Note 13 Fair values of assets and liabilities in this document. Given the importance of this area,

the Board has a separate Valuations Committee to review the valuations policies, process and application to individual investments.

A report on the activities of the Valuations Committee (including a review of the assumptions made) is included in the Valuations Committee

report on pages 130 to 134.

In the comparative year carried interest payable was a critical estimate. Following the payment of £521 million of carried interest this year

and the sensitivity being immaterial, carried interest payable is no longer considered a critical estimate for the year to 31 March 2025.

3i Group plc | Annual report and accounts 2025 165

Audited financial statements

Material accounting policies continued

D Other accounting policies

(a) Gross investment return

Gross investment return is equivalent to “revenue” for the purposes of IAS 1. It represents the overall increase in net assets from

the investment portfolio net of deal-related costs and includes foreign exchange movements in respect of the investment portfolio.

The substantial majority is investment income and outside the scope of IFRS 15. It is analysed into the following components with

the relevant standard shown where appropriate:

i. Realised profits or losses over value on the disposal of investments are the difference between the fair value of the consideration

received in accordance with IFRS 13 less any directly attributable costs, on the sale of equity and the repayment of interest income from

the investment portfolio, and its carrying value at the start of the accounting period, converted into sterling using the exchange rates

in force at the date of disposal. See Note 2 for more details.

ii. Unrealised profits or losses on the revaluation of investments are the movement in the fair value of investments in accordance with IFRS 13

between the start and end of the accounting period converted into sterling using the exchange rates in force at the date of fair value

assessment. See Note 3 for more details.

iii. Fair value movements on investment entity subsidiaries are the movements in the fair value of Group subsidiaries which are classified

as investment entities under IFRS 10. The Group makes investments in portfolio assets through these entities which are usually limited

partnerships or corporate subsidiaries. See Note 12 for more details.

iv. Portfolio income is that portion of income that is directly related to the return from individual investments. It is recognised to the extent

that it is probable that there will be economic benefit and the income can be reliably measured. The following specific recognition criteria

must be met before the income is recognised:

• Dividends from equity investments are recognised in profit or loss when the shareholders’ rights to receive payment is established;

• Interest income from the investment portfolio is recognised as it accrues. When the fair value of an investment is assessed to be below

the principal value of a loan, the Group recognises a provision against any interest accrued from the date of the assessment going

forward until the investment is assessed to have recovered in value; and

• The accounting policy for fee income is included in Note 4.

v. Foreign exchange on investments arises on investments made in currencies that are different from the functional currency of the Company,

being sterling. Investments are translated at the exchange rate ruling at the date of the transaction in accordance with IAS 21. At each

subsequent reporting date, investments are translated to sterling at the exchange rate ruling at that date.

vi. Movement in the fair value of derivatives relates to the change in fair value of forward foreign exchange contracts which have been used

to minimise foreign currency risk in the investment portfolio. See Note 17 for more details.

(b) Foreign currency translation

For the Company and those subsidiaries and associates whose balance sheets are denominated in sterling, which is the Company’s functional

and presentational currency, monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies are

translated into sterling at the closing rates of exchange at the balance sheet date. Foreign currency transactions are translated into sterling at

the average rates of exchange over the year and exchange differences arising are taken to profit or loss.

The statements of financial position of subsidiaries, which are not held at fair value, denominated in foreign currencies are translated into

sterling at the closing rates. The statements of comprehensive income for these subsidiaries and associates are translated at the average rates

and exchange differences arising are taken to other comprehensive income. Such exchange differences are reclassified to profit or loss in the

period in which the subsidiary or associate is disposed of.

(c) Treasury assets and liabilities

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

Cash and cash equivalents comprise cash at bank and amounts held in money market funds which are readily convertible into cash and there

is an insignificant risk of changes in value. Financial assets and liabilities are recognised in the balance sheet when the relevant Group entity

becomes a party to the contractual provisions of the instrument. Derecognition occurs when rights to cash flows from a financial asset expire,

or when a liability is extinguished.

3i Group plc | Annual report and accounts 2025 166

Audited financial statements

Notes to the accounts

1 Segmental analysis

Operating segments are the components of the Group whose results are regularly reviewed by the Group’s chief operating decision maker

to make decisions about resources to be allocated to the segment and assess its performance.

The Chief Executive, who is considered to be the chief operating decision maker, managed the Group on the basis of business divisions

determined with reference to market focus, geographic focus, investment funding model and the Group’s management hierarchy.

A description of the activities, including returns generated by these divisions and the allocation of resources, is given in the Strategic report.

For the geographical segmental split, revenue information is based on the locations of the assets held. To aid the readers’ understanding

we have split out Action, Private Equity’s largest asset, into a separate column. Action is not regarded as a reported segment as the chief

operating decision maker reviews performance, makes decisions and allocates resources to the Private Equity segment, which includes Action.

The segmental information that follows is presented on the basis used by the Chief Executive to monitor the performance of the Group.

The reported segments are Private Equity, Infrastructure and Scandlines.

The segmental analysis is prepared on the Investment basis. The Investment basis is an APM and we believe it provides a more

understandable view of performance. For more information on the Investment basis and a reconciliation between the Investment basis

and IFRS, see pages 75 to 78.

Investment basis Year to 31 March 2025	Private Equity £m	Of which Action £m	Infrastructure £m	Scandlines £m	Total3 £m
Realised profits over value on the disposal of investments	50	–	1	–	51
Unrealised profits on the revaluation of investments	4,803	4,324	17	19	4,839
Portfolio income
Dividends	450	433	37	22	509
Interest income from investment portfolio	69	–	12	–	81
Fees receivable	14	5	(4)	–	10
Foreign exchange on investments	(340)	(255)	(11)	(10)	(361)
Movement in the fair value of derivatives	67	44	–	15	82
Gross investment return	5,113	4,551	52	46	5,211
Fees receivable from external funds	3		61	–	64
Operating expenses	(98)		(49)	(3)	(150)
Interest receivable					18
Interest payable					(65)
Exchange movements					20
Operating profit before carried interest					5,098
Carried interest
Carried interest and performance fees receivable	–		29	–	29
Carried interest and performance fees payable	(70)		(11)	–	(81)
Operating profit before tax					5,046
Tax charge					(1)
Profit for the year					5,045
Other comprehensive income
Re-measurements of defined benefit plans					4
Total return					5,049
Realisations1	1,827	1,164	10	–	1,837
Cash investment	(1,177)	(768)	(4)	(1)	(1,182)
Net divestment/(investment)	650	396	6	(1)	655
Balance sheet
Opening portfolio value at 1 April 2024	19,629	14,158	1,488	519	21,636
Investment2	1,318	768	4	1	1,323
Value disposed	(1,777)	(1,164)	(9)	–	(1,786)
Unrealised value movement	4,803	4,324	17	19	4,839
Foreign exchange and other movements	(415)	(255)	(8)	(10)	(433)
Closing portfolio value at 31 March 2025	23,558	17,831	1,492	529	25,579

1 Realised proceeds may differ from cash proceeds due to timing of cash receipts. During the year, Private Equity recognised £1,827 million of realised proceeds, of which £1 million related to withholding tax. In addition, £5 million

of cash proceeds were received, which had been recognised as realised proceeds in FY2024.

2 Includes capitalised interest.

3 The total is the sum of Private Equity, Infrastructure and Scandlines, “Of which Action” is part of Private Equity.

Interest receivable, interest payable, exchange movements, the tax charge and re-measurements of defined benefit plans are not managed

by segment by the chief operating decision maker and therefore have not been allocated to a specific segment.

3i Group plc | Annual report and accounts 2025 167

Audited financial statements

Notes to the accounts continued

1 Segmental analysis continued

Investment basis Year to 31 March 2024	Private Equity £m	Of which Action £m	Infrastructure £m	Scandlines £m	Total4 £m
Realised losses over value on the disposal of investments	–	–	(4)	–	(4)
Unrealised profits/(losses) on the revaluation of investments	3,874	3,609	72	(20)	3,926
Portfolio income
Dividends	439	377	35	25	499
Interest income from investment portfolio	80	–	11	–	91
Fees receivable	7	6	(6)	–	1
Foreign exchange on investments	(437)	(332)	(9)	(15)	(461)
Movement in the fair value of derivatives	96	58	–	20	116
Gross investment return	4,059	3,718	99	10	4,168
Fees receivable from external funds	4		68	–	72
Operating expenses	(92)		(52)	(3)	(147)
Interest receivable					13
Interest payable					(61)
Exchange movements					29
Other income					3
Operating profit before carried interest					4,077
Carried interest
Carried interest and performance fees receivable	–		62	–	62
Carried interest and performance fees payable	(262)		(43)	–	(305)
Operating profit before tax					3,834
Tax charge					(2)
Profit for the year					3,832
Other comprehensive income
Re-measurements of defined benefit plans					7
Total return					3,839
Realisations1	866	762	22	–	888
Cash investment2	(556)	(455)	(36)	(1)	(593)
Net divestment/(investment)	310	307	(14)	(1)	295
Balance sheet
Opening portfolio value at 1 April 2023	16,425	11,188	1,409	554	18,388
Investment3	683	455	36	1	720
Value disposed	(866)	(762)	(26)	–	(892)
Unrealised value movement	3,874	3,609	72	(20)	3,926
Foreign exchange and other movements	(487)	(332)	(3)	(16)	(506)
Closing portfolio value at 31 March 2024	19,629	14,158	1,488	519	21,636

1 Realised proceeds may differ from cash proceeds due to timing of cash receipts. During the year, Private Equity recognised £866 million of realised proceeds, of which £5 million relates to withholding tax.

2 Cash investment per the segmental analysis is different to cash investment per the cash flow due to a £10 million investment in Private Equity which was recognised in FY2023 and paid in FY2024.

3 Includes capitalised interest.

4 The total is the sum of Private Equity, Infrastructure and Scandlines, “Of which Action” is part of Private Equity.

Interest receivable, interest payable, exchange movements, other income, the tax charge and re-measurements of defined benefit plans

are not managed by segment by the chief operating decision maker and therefore have not been allocated to a specific segment.

3i Group plc | Annual report and accounts 2025 168

Audited financial statements

Notes to the accounts continued

1 Segmental analysis continued

Investment basis Year to 31 March 2025	Europe £m	North America £m	Other £m	Total £m
Realised profits over value on the disposal of investments	50	1	–	51
Unrealised profits/(losses) on the revaluation of investments	4,853	(11)	(3)	4,839
Portfolio income	588	13	(1)	600
Foreign exchange on investments	(316)	(44)	(1)	(361)
Movement in fair value of derivatives	65	17	–	82
Gross investment return	5,240	(24)	(5)	5,211
Realisations	1,826	11	–	1,837
Cash investment	(1,118)	(64)	–	(1,182)
Net divestment/(investment)	708	(53)	–	655
Balance sheet
Closing portfolio value at 31 March 2025	23,431	2,126	22	25,579

Investment basis Year to 31 March 2024	Europe £m	North America £m	Other £m	Total £m
Realised losses over value on the disposal of investments	(1)	(3)	–	(4)
Unrealised profits on the revaluation of investments	3,919	7	–	3,926
Portfolio income	579	12	–	591
Foreign exchange on investments	(416)	(44)	(1)	(461)
Movement in fair value of derivatives	88	28	–	116
Gross investment return	4,169	–	(1)	4,168
Realisations	865	22	1	888
Cash investment	(532)	(61)	–	(593)
Net divestment/(investment)	333	(39)	1	295
Balance sheet
Closing portfolio value at 31 March 2024	19,485	2,124	27	21,636

2 Realised profits over value on the disposal of investments

	2025 Unquoted investments	Total £m
Realisations	1,107	1,107
Valuation of disposed investments	(1,102)	(1,102)
	5	5
Of which:
– profits recognised on realisations	6	6
– losses recognised on realisations	(1)	(1)
	5	5
	2024 Unquoted investments	Total £m
Realisations	543	543
Valuation of disposed investments	(542)	(542)
	1	1
Of which:
– profits recognised on realisations	1	1
	1	1

3i Group plc | Annual report and accounts 2025 169

Audited financial statements

Notes to the accounts continued

3 Unrealised profits on the revaluation of investments

	2025 Unquoted investments £m	2025 Quoted investments £m	Total £m
Movement in the fair value of investments	3,835	(23)	3,812
Of which:
– unrealised profits	3,881	–	3,881
– unrealised losses	(46)	(23)	(69)
	3,835	(23)	3,812
	2024 Unquoted investments £m	2024 Quoted investments £m	Total £m
Movement in the fair value of investments	2,704	38	2,742
Of which:
– unrealised profits	2,896	38	2,934
– unrealised losses	(192)	–	(192)
	2,704	38	2,742

4 Revenue

Accounting policy:

The following items from the Consolidated statement of comprehensive income fall within the scope of IFRS 15:

Fees receivable are earned for providing services to 3i’s portfolio companies, which predominantly fall into one of two categories:

1 Negotiation and other transaction fees are earned for providing services relating to a specific transaction, such as when a portfolio

company is bought, sold or refinanced. These fees are generally of a fixed nature and the revenue is recognised in full at the point

of transaction completion.

2 Monitoring and other ongoing service fees are earned for providing a range of services to a portfolio company over a period of time.

These fees are generally of a fixed nature and the revenue is recognised evenly over the period, in line with the services provided.

Fees receivable from external funds are earned for providing management and advisory services to a variety of fund partnerships and other

entities. Fees are typically calculated as a percentage of the cost or value of the assets managed during the year and are paid quarterly,

based on the assets under management at that date. The revenue is recognised evenly over the period, in line with the services provided.

Carried interest and performance fees receivable are earned from funds which the Group manages on behalf of third parties. These profits

are earned when the funds meet certain performance conditions and are paid by the fund when these conditions have been met on a cash

basis.

Items from the Consolidated statement of comprehensive income which fall within the scope of IFRS 15 are included in the table below:

Year to 31 March 2025	Private Equity £m	Infrastructure £m	Total £m
Total revenue by geography1
Europe	17	85	102
North America	2	2	4
Total	19	87	106
Revenue by type
Fees receivable2	16	(3)	13
Fees receivable from external funds	3	61	64
Carried interest and performance fees receivable3	–	29	29
Total	19	87	106

1 For fees receivable from external funds and carried interest and performance fees receivable the geography is based on the domicile of the fund.

2 Fees receivable and carried interest receivable above are different to the Investment basis figures included in Note 1. This is due to the fact that Note 1 is disclosed on the Investment basis and the table above is shown on the IFRS

basis. For an explanation of the Investment basis and a reconciliation between Investment basis and IFRS basis see pages 75 to 78.

3i Group plc | Annual report and accounts 2025 170

Audited financial statements

Notes to the accounts continued

4 Revenue continued

Year to 31 March 2024	Private Equity £m	Infrastructure £m	Total £m
Total revenue by geography1
Europe	11	120	131
North America	2	4	6
Total	13	124	137
Revenue by type
Fees receivable2	9	(6)	3
Fees receivable from external funds	4	68	72
Carried interest and performance fees receivable3	–	62	62
Total	13	124	137

1 For fees receivable from external funds and carried interest and performance fees receivable the geography is based on the domicile of the fund.

2 Fees receivable and carried interest receivable above are different to the Investment basis figures included in Note 1. This is due to the fact that Note 1 is disclosed on the Investment basis and the table above is shown on the IFRS

basis. For an explanation of the Investment basis and a reconciliation between Investment basis and IFRS basis see pages 75 to 78.

Consolidated statement of financial position

As at 31 March 2025, other current assets in the Consolidated statement of financial position include balances relating to fees receivable

from portfolio and fees receivable from external funds of £8 million and nil respectively (31 March 2024: £5 million and £1 million respectively).

These are different to the balances included in the Investment basis Consolidated statement of financial position.

For an explanation of the Investment basis and a reconciliation between Investment basis and IFRS basis see pages 75 to 78.

5 Operating expenses

Operating expenses of £ 149 million ( 2024: £ 146 million) recognised in the IFRS Consolidated statement of comprehensive income,

include the following amounts:

	2025 £m	2024 £m
Depreciation of property, plant and equipment	2	2
Depreciation of right of use assets	9	5
Amortisation of intangible assets	1	1
Audit fees (Note 7)	3	3
Staff costs (Note 6)	104	102
Redundancy costs	2	2

Including expenses incurred in the entities accounted for as investment entity subsidiaries of £1 million ( 2024 : £1 million), the Group’s total

operating expenses on the Investment basis for the year were £150 million ( 2024: £147 million).

6 Staff costs

The table below is prepared in accordance with Companies Act requirements, which is consistent with both the IFRS and the Investment basis.

	2025 £m	2024 £m
Wages and salaries	71	74
Social security costs	17	15
Share-based payment costs (Note 26)	12	9
Pension costs	4	4
Total staff costs	104	102

The average number of employees during the year was 226 ( 2024: 246 ), of which 146 ( 2024: 158 ) were employed in the UK.

3i Group plc | Annual report and accounts 2025 171

Audited financial statements

Notes to the accounts continued

6 Staff costs continued

Wages and salaries shown above include salaries paid in the year, as well as bonuses and portfolio incentive schemes relating to the year

ended 31 March 2025 . These costs are included in operating expenses. The table below analyses these costs between fixed and variable

elements.

	2025 £m	2024 £m
Fixed staff costs	48	48
Variable staff costs1	56	54
Total staff costs	104	102

1 Includes cash bonuses and equity and cash-settled share awards.

For more detail on staff costs for Directors refer to the disclosures labelled as audited included in the Directors’ remuneration report on pages

135 to 147.

7 Information regarding the Group’s Auditor

During the year, the Group received the following services from its External auditor, KPMG LLP. The table below is prepared in accordance

with Companies Act requirements, which is consistent with both the IFRS and the Investment basis.

	2025 £m	2024 £m
Audit services
Statutory audit        – Company	1.8	1.8
– UK subsidiaries	0.7	0.8
– Overseas subsidiaries	0.4	0.5
Total audit services	2.9	3.1
Non-audit services
Other assurance services	0.4	0.4
Total audit and non-audit services	3.3	3.5

8 Tax

Accounting policy:

Tax represents the sum of the tax currently payable, withholding taxes suffered and deferred tax. Tax is charged or credited in the

Consolidated statement of comprehensive income, except where it relates to items charged or credited directly to equity, in which

case the tax is also dealt with in equity. The tax currently payable is based on the taxable profit for the year. This may differ from the profit

included in the Consolidated statement of comprehensive income because it excludes items of income or expense that are taxable or

deductible in other years and it further excludes items that are never taxable or deductible.

The affairs of the Group’s parent company are directed so as to allow it to meet the requisite conditions to continue to operate as an

approved investment trust company for UK tax purposes. An approved investment trust company is a UK investment company which

is required to meet certain conditions set out in the UK tax rules to obtain and maintain its tax status. This approval allows certain

investment profits of the Company, broadly its capital profits, to be exempt from tax, including Pillar 2 top-up tax, in the UK.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable

that sufficient taxable profits will be available to allow all or part of the asset to be recovered. The deferred tax assets and liabilities have

been calculated using the corporation tax rate in the UK of 25% (2024: 25%).

IFRIC 23 has been applied to the recognition and measurement of uncertain tax provisions held at the year end. There were no material

uncertain tax positions arising during the year or at the year end.

The Group is within the scope of the OECD Pillar 2 model rules. The United Kingdom, the jurisdiction in which the ultimate parent

company of the Group is tax resident, has enacted the Pillar 2 legislation. Under the Pillar 2 legislation, the Group is liable to pay a top-up

tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate. The Group’s key business operations

are not based in low tax jurisdictions and the application of the Pillar 2 rules is not anticipated to have a material impact on the Group.

3i Group plc | Annual report and accounts 2025 172

Audited financial statements

Notes to the accounts continued

8 Tax continued

	2025 £m	2024 £m
Current taxes
Current year:
UK	1	3
Overseas	1	1
Prior year:
UK	(1)	(1)
Overseas	–	(1)
Deferred taxes
Current year	–	–
Total tax charge in the Consolidated statement of comprehensive income	1	2

Reconciliation of tax in the Consolidated statement of comprehensive income

The tax charge for the year is different to the standard rate of corporation tax in the UK, currently 25% ( 2024 : 25%), and the differences are

explained below:

	2025 £m	2024 £m
Profit before tax	5,039	3,838
Profit before tax multiplied by rate of corporation tax in the UK of 25% (2024: 25%)	1,260	960
Effects of:
Non-taxable capital profits due to UK-approved investment trust company status	(1,139)	(838)
Non-taxable dividend income	(122)	(120)
	(1)	2
Other differences between accounting and tax profits:
Permanent differences – non-deductible items	2	2
Temporary differences on which deferred tax is not recognised	(6)	2
Overseas countries’ taxes	1	1
Tax losses carried forward/(utilised) on which deferred tax not recognised	6	(3)
Prior year tax credits	(1)	(2)
Total income tax charge in the Consolidated statement of comprehensive income	1	2

Including a net tax charge of nil ( 2024: nil ) in investment entity subsidiaries, the Group recognised a total tax charge of £1 million (2024 :

£2  million) under the Investment basis.

Deferred income taxes

	2025 £m	2024 £m
Opening deferred income tax asset/(liability)
Tax losses	1	1
Income in accounts taxable in the future	(2)	(2)
	(1)	(1)
Recognised through Consolidated statement of comprehensive income
Tax losses recognised	–	–
Income in accounts taxable in the future	–	–
	–	–
Closing deferred income tax asset/(liability)
Tax losses	1	1
Income in accounts taxable in the future	(2)	(2)
	(1)	(1)

3i Group plc | Annual report and accounts 2025 173

Audited financial statements

Notes to the accounts continued

8 Tax continued

At 31 March 2025, the Group had carried forward tax losses of £ 1,382 million (31 March 2024 : £1,371 million), capital losses of £ 77 million

( 31 March 2024: £87 million) and other deductible temporary differences of £82 million ( 31 March 2024: £86 million). With the additional

restrictions on utilising brought forward losses introduced from 1 April 2017, and the uncertainty that the Group will generate sufficient

or relevant taxable profits not covered by the Investment Trust exemption in the foreseeable future to utilise these amounts, no deferred tax

asset has been recognised in respect of these losses. Deferred tax assets and liabilities have been calculated using the corporation tax rate

in the UK of 25% (2024: 25%).

In addition, the Group has long-standing carried forward tax losses of £181 million (31 March 2024: £186 million) and other deductible

temporary differences of £2 million (31 March 2024: £3 million) in overseas territories, being Germany, US, France and Luxembourg, disclosed

and agreed with local tax authorities, for which no deferred asset has been recognised.

9 Per share information

The calculation of basic net assets per share is based on the net assets and the number of shares in issue at the year end. When calculating

the diluted net assets per share, the number of shares in issue is adjusted for the effect of all dilutive share awards. Dilutive share awards

are equity awards with performance conditions attached, see Note 26 Share-based payments for further details.

	2025	2024
Net assets per share (£)
Basic	25.49	20.92
Diluted	25.42	20.85
Net assets (£m)
Net assets attributable to equity holders of the Company	24,611	20,170
	2025	2024
Number of shares in issue
Ordinary shares	973,398,978	973,366,445
Own shares	(7,979,305)	(8,997,664)
	965,419,673	964,368,781
Effect of dilutive potential ordinary shares
Share awards	2,665,677	3,104,739
Diluted shares	968,085,350	967,473,520

The calculation of basic earnings per share is based on the profit attributable to shareholders and the weighted average number of shares

in issue. The weighted average shares in issue for the year to 31 March 2025 are 965,214,237 ( 2024 : 964,007,876 ). When calculating the diluted

earnings per share, the weighted average number of shares in issue is adjusted for the effect of all dilutive share awards. The diluted weighted

average shares in issue for the year to 31 March 2025 are 967,799,507 (2024: 966,901,059).

	2025	2024
Earnings per share (pence)
Basic	522.0	397.9
Diluted	520.6	396.7
Earnings (£m)
Profit for the year attributable to equity holders of the Company	5,038	3,836

10 Dividends

	2025 pence per share	2025 £m	2024 pence per share	2024 £m
Declared and paid during the year
Ordinary shares
Second dividend	34.50	332	29.75	286
First dividend	30.50	293	26.50	255
	65.00	625	56.25	541
Proposed dividend	42.50	408	34.50	332

The Group introduced a simplified dividend policy in May 2018. In accordance with this policy, subject to maintaining a conservative balance

sheet approach, the Group aims to maintain or grow the dividend each year. The first dividend has been set at 50% of the prior year’s total

dividend.

3i Group plc | Annual report and accounts 2025 174

Audited financial statements

Notes to the accounts continued

10 Dividends continued

The dividend can be paid out of either the capital reserve or the revenue reserve subject to the investment trust rules, see Note 19 and the

statement of changes in equity for details of reserves.

The distributable reserves of the Company are £10,488 million (31 March 2024: £ 8,282 million) and the Board reviews the distributable reserves

bi-annually, including consideration of any material changes since the most recent audited accounts, ahead of proposing any dividend. The

Board also reviews the proposed dividends in the context of the requirements of being an approved investment trust. Shareholders are given

the opportunity to approve the total dividend for the year at the Company’s Annual General Meeting. Details of the Group’s continuing

viability and going concern can be found in the Risk management section.

11 Investment portfolio

Accounting policy:

Investments are recognised and derecognised on the date when their purchase or sale is subject to a relevant contract and the associated

risks and rewards have been transferred. The Group manages its investments with a view to profiting from the receipt of investment

income and capital appreciation from changes in the fair value of investments.

All investments are initially recognised at the fair value of the consideration given and are subsequently measured at fair value,

in accordance with the Group’s valuation policies.

Quoted investments are accounted for at fair value through profit and loss. Fair value is measured using the closing bid price

at the reporting date, where the investment is quoted on an active stock market.

Unquoted investments, including both equity and loans, are accounted for at fair value through profit and loss. Fair value is determined

in line with 3i’s valuation policy, which is compliant with the fair value guidelines under IFRS and the International Private Equity

and Venture Capital (“IPEV”) Valuation Guidelines, details of which are available in “Valuations Committee report” on pages 130 to 134.

Interest bearing loans accrue interest which is either settled in cash or capitalised on a regular basis and included as part of the principal

loan balance. The capitalisation of accrued interest is treated as part of investment additions during the year. If the fair value of an

investment is assessed to be below the principal value of the loan the Group recognises a fair value reduction against any interest income

accrued from the date of the assessment going forward. “Capitalisation at nil value” is the term used to describe the capitalisation of

accrued interest which has been fully provided for. These transactions are disclosed as additions to portfolio cost with an equal reduction

made where loan notes have nil value.

In accordance with IFRS 10, the proportion of the investment portfolio held by the Group’s unconsolidated subsidiaries is presented

as part of the fair value of investment entity subsidiaries, along with the fair value of their other assets and liabilities.

A reconciliation of the fair value of Investments in investment entities is included in Note 12.

	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Opening fair value	15,072	9,518	15,072	9,518
Additions	819	3,596	819	3,596
– of which loan notes with nil value	(9)	(6)	(9)	(6)
Disposals, repayments and write-offs	(1,102)	(542)	(1,102)	(542)
Fair value movement1	3,812	2,742	3,812	2,742
Other movements2	(236)	(236)	(236)	(236)
Closing fair value	18,356	15,072	18,356	15,072
Quoted investments	856	879	856	879
Unquoted investments	17,500	14,193	17,500	14,193
Closing fair value	18,356	15,072	18,356	15,072

1 All fair value movements relate to assets held at the end of the year and are recognised in unrealised profits on the revaluation of investments.

2 Other movements include the impact of foreign exchange and accrued interest.

3i’s investment portfolio is made up of longer-term investments, with average holding periods greater than one year, and thus is classified

as non-current.

The table on the next page reconciles between purchase of investments in the cash flow statement and additions as disclosed in the table

above.

3i Group plc | Annual report and accounts 2025 175

Audited financial statements

Notes to the accounts continued

11 Investment portfolio continued

	2025 £m	2024 £m
Purchase of investments	150	506
Transfer of portfolio investments from investment entity subsidiaries1	1,371	3,068
Transfer of portfolio investments to investment entity subsidiaries2	(730)	–
Investment paid	–	(2)
Investment	791	3,572
Capitalised interest received by way of loan notes	28	24
Additions	819	3,596

1 Includes £1,371 million (31 March 2024: £2,770 million) related to Action. See Note 12 for further details.

2 Includes £593 million (31 March 2024: nil) related to Action. See Note 12 for further details.

Included within profit or loss is £29 million ( 2024: £29 million) of interest income. Interest income included £18 million (2024: £ 18 million)

of accrued income capitalised during the year, £6 million (2024: £5 million) of cash income and £5 million (2024: £ 6 million) of accrued income

remaining uncapitalised at the year end.

Quoted investments are classified as Level 1 and unquoted investments are classified as Level 3 in the fair value hierarchy. See Note 13 for details.

12 Investments in investment entity subsidiaries

Accounting policy:

Investments in investment entity subsidiaries are accounted for as financial instruments at fair value through profit and loss in accordance

with IFRS 9.

These entities are typically limited partnerships and other intermediate investment holding structures which hold the Group’s interests

in investments in portfolio companies. The fair value can increase or decrease from either amounts paid to or received from the investment

entity subsidiaries or valuation movements in line with the Group’s valuation policy.

Substantially all of these entities meet the definition of a Fund under the IPEV guidelines and the fair value of these entities is their net asset

value.

We consider the net asset value of investment entity subsidiaries to be the most appropriate to determine fair value. At each reporting

period, we consider whether any additional fair value adjustments need to be made to the net asset value of the investment entity

subsidiaries. These adjustments may be required to reflect market participants’ considerations about fair value that may include, but are

not limited to, liquidity and the portfolio effect of holding multiple investments within the investment entity subsidiary. There was no

particular circumstance to indicate that a fair value adjustment was required (31 March 2024: no adjustment required) and, after due

consideration, we concluded that the net asset values were the most appropriate reflection of fair value at 31 March 2025.

Level 3 fair value reconciliation – investments in investment entity subsidiaries

Non-current	Group 2025 £m	Group 2024 £m
Opening fair value	5,804	7,844
Amounts paid to investment entity subsidiaries	1,537	674
Amounts received from investment entity subsidiaries	(865)	(580)
Fair value movements on investment entity subsidiaries	953	861
Transfer of portfolio investments from investment entity subsidiaries	(1,371)	(3,068)
Transfer of portfolio investments to investment entity subsidiaries	730	–
Transfer of assets to investment entity subsidiaries	128	73
Closing fair value	6,916	5,804

Transfer of portfolio investments from investment entity subsidiaries includes the transfer of investment portfolio between investment entity

subsidiaries and the Company at fair value. The consideration for these transfers can either be cash or intra-group receivables. During the

year, the Company received a transfer of assets of £1,371 million (31 March 2024 : £3,068 million) from partnerships which are classified

as investment entity subsidiaries, of which £1,371 million (31 March 2024 : £2,770 million) related to Action. During the year, the Company

transferred assets of £730 million (31 March 2024: nil) to partnerships which are classified as investment entity subsidiaries of which £593 million

(31 March 2024: nil) related to Action.

3i Group plc | Annual report and accounts 2025 176

Audited financial statements

Notes to the accounts continued

12 Investments in investment entity subsidiaries continued

Restrictions

3i Group plc, the ultimate parent company, receives dividend income from its subsidiaries. There is no restrictive cash (31 March 2024:

£21 million) held in investment entity subsidiaries relating to carried interest and performance fees payable.

Support

3i Group plc continues to provide, where necessary, ongoing support to its investment entity subsidiaries for the purchase of portfolio

investments. The Group’s current commitments are disclosed in Note 23.

13 Fair values of assets and liabilities

Accounting policy:

Financial instruments are initially classified at either amortised cost or fair value through profit or loss. Financial instruments classified at fair

value through profit or loss are subsequently measured at fair value with gains and losses arising from changes in fair value recognised

in profit or loss in the Statement of comprehensive income. Financial instruments classified at amortised cost are subsequently measured

at amortised cost using the effective interest method with interest income or expense and foreign exchange gains and losses recognised

in profit or loss in the Statement of comprehensive income.

(A) Classification

The following tables analyse the Group’s assets and liabilities in accordance with the categories of financial instruments in IFRS 9:

	Group 2025 Classified at fair value through profit and loss £m	Group 2025 Other financial instruments at amortised cost £m	Group 2025 Total £m	Group 2024 Classified at fair value through profit and loss £m	Group 2024 Other financial instruments at amortised cost £m	Group 2024 Total £m
Assets
Quoted investments	856	–	856	879	–	879
Unquoted investments	17,500	–	17,500	14,193	–	14,193
Investments in investment entities	6,916	–	6,916	5,804	–	5,804
Other financial assets	155	91	246	182	106	288
Total	25,427	91	25,518	21,058	106	21,164
Liabilities
Loans and borrowings	–	1,194	1,194	–	1,202	1,202
Other financial liabilities	4	225	229	–	242	242
Total	4	1,419	1,423	–	1,444	1,444

	Company 2025 Classified at fair value through profit and loss £m	Company 2025 Other financial instruments at amortised cost £m	Company 2025 Total £m	Company 2024 Classified at fair value through profit and loss £m	Company 2024 Other financial instruments at amortised cost £m	Company 2024 Total £m
Assets
Quoted investments	856	–	856	879	–	879
Unquoted investments	17,500	–	17,500	14,193	–	14,193
Other financial assets	143	18	161	170	96	266
Total	18,499	18	18,517	15,242	96	15,338
Liabilities
Loans and borrowings	–	1,194	1,194	–	1,202	1,202
Other financial liabilities	4	75	79	–	760	760
Total	4	1,269	1,273	–	1,962	1,962

Within the Company, Interests in Group entities of £ 6,642 million ( 31 March 2024 : £ 5,877 million) includes £ 6,385 million ( 31 March 2024 :

£5,862  million) held at fair value and £ 257 million (31 March 2024: £15 million) held at cost less impairment.

3i Group plc | Annual report and accounts 2025 177

Audited financial statements

Notes to the accounts continued

13 Fair values of assets and liabilities continued

(B) Valuation

The fair values of the Group’s financial assets and liabilities not held at fair value, are not materially different from their carrying values, with

the exception of loans and borrowings. The fair value of the loans and borrowings is £ 1,115 million (31 March 2024: £1,166 million), determined

with reference to their published market prices. The carrying value of the loans and borrowings is £1,194 million (31 March 2024: £1,202 million)

and accrued interest payable (included within trade and other payables) is £29 million (31 March 2024: £29 million).

Valuation hierarchy

The Group classifies financial instruments measured at fair value according to the following hierarchy:

Level	Fair value input description	Financial instruments
Level 1	Quoted prices (unadjusted) from active markets	Quoted equity instruments
Level 2	Inputs other than quoted prices included in Level 1 that are observable either directly (ie as prices) or indirectly (ie derived from prices)	Derivative financial instruments
Level 3	Inputs that are not based on observable market data	Unquoted investments

Unquoted equity instruments and debt instruments are measured in accordance with the IPEV Guidelines with reference to the most

appropriate information available at the time of measurement. Further information regarding the valuation of unquoted equity instruments

can be found on page 179.

The table below shows the classification of financial instruments held at fair value into the valuation hierarchy at 31 March 2025:

	Group 2025 Level 1 £m	Group 2025 Level 2 £m	Group 2025 Level 3 £m	Group 2025 Total £m	Group 2024 Level 1 £m	Group 2024 Level 2 £m	Group 2024 Level 3 £m	Group 2024 Total £m
Assets
Quoted investments	856	–	–	856	879	–	–	879
Unquoted investments	–	–	17,500	17,500	–	–	14,193	14,193
Investments in investment entity subsidiaries	–	–	6,916	6,916	–	–	5,804	5,804
Other financial assets	–	137	18	155	–	165	17	182
Liabilities
Other financial liabilities	–	(4)	–	(4)	–	–	–	–
Total	856	133	24,434	25,423	879	165	20,014	21,058

3i Group plc | Annual report and accounts 2025 178

Audited financial statements

Notes to the accounts continued

13 Fair values of assets and liabilities continued

We determine that, in the ordinary course of business, the net asset value of an investment entity subsidiary is considered to be the

most appropriate to determine fair value. The underlying portfolio is valued under the same methodology as directly held investments,

with any other assets or liabilities within investment entity subsidiaries fair valued in accordance with the Group’s accounting policies.

Note 12 details the Directors’ considerations about the fair value of the underlying investment entity subsidiaries.

Movements in the directly held investment portfolio categorised as Level 3 during the year are set out in the table below:

	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Opening fair value	14,193	8,677	14,193	8,677
Additions1	819	3,596	819	3,596
– of which loan notes with nil value	(9)	(6)	(9)	(6)
Disposals, repayments and write-offs	(1,102)	(542)	(1,102)	(542)
Fair value movement2	3,835	2,704	3,835	2,704
Other movements3	(236)	(236)	(236)	(236)
Closing fair value	17,500	14,193	17,500	14,193

1The table in Note 11 reconciles additions.

2All fair value movements relate to assets held at the end of the year and are recognised in unrealised profits on the revaluation of investments.

3 Other movements include the impact of foreign exchange and accrued interest.

Unquoted investments valued using Level 3 inputs also had the following impact on profit and loss: realised profits over value on disposal

of investments of £5 million (2024: £1 million), dividend income of £380 million (2024: £332 million) and foreign exchange losses of £245 million

(2024: £238 million).

Assets move between Level 1 and Level 3 when an unquoted equity investment lists on a quoted market exchange. There were no transfers

in or out of Level 3 during the year. In the 12 months to 31 March 2025, one asset changed valuation basis within Level 3, moving from a DCF

based valuation to an other basis. Action remains unchanged on an earnings-based valuation. The changes in valuation methodology in the

period reflect our view of the most appropriate method to determine the fair value of these assets at 31 March 2025. Further information can

be found in the Private Equity and Infrastructure sections of the Business and Financial reviews starting on page 19.

The following table summarises the various valuation methodologies used by the Group to fair value Level 3 instruments, the inputs and the

sensitivities applied and the impact of those sensitivities to the unobservable inputs. Overall, our portfolio companies have delivered a strong

performance, against a backdrop of a challenging macro-economic and geopolitical conditions, including the recent tariff announcements.

These factors have been important considerations in our portfolio valuations at 31 March 2025. As part of our case-by-case review of our

portfolio companies the risks and opportunities from climate change are an important consideration in the overall discussion on fair value and

where relevant and possible, we embed certain climate-related considerations in the valuations. These risks are adequately captured in the

multiple sensitivity. All numbers in the table below are on an Investment basis.

3i Group plc | Annual report and accounts 2025 179

Audited financial statements

Notes to the accounts continued

13 Fair values of assets and liabilities continued

Level 3 unquoted investments

Methodology	Description	Inputs	Fair value at 31 March 2025 (£m)	Sensitivity on key unobservable input	Fair value impact of sensitivities (£m)
Earnings (Private Equity)	Most commonly used Private Equity valuation methodology Used for investments which are typically profitable and for which we can determine a set of listed companies and precedent transactions, where relevant, with similar characteristics	Earnings multiples are applied to the earnings of the Company to determine the enterprise value Earnings multiples When selecting earnings multiples, we consider: (1) Comparable listed companies current performance and through-the-cycle averages (2) Relevant market transaction multiples (3) Company performance, organic growth and value-accretive add-ons, if any (4) Exit expectations and other company-specific factors For point 1 and 2 of the above we select companies in the same industry and, where possible, with a similar business model and profile in terms of size, products, services and customers, growth rates and geographic focus The pre-discount multiple ranges from 7.5x to 20.0x (2024: 7.5 x to 20.0x) Other inputs: Earnings Reported earnings are adjusted for non-recurring items, such as restructuring expenses, for significant corporate actions and, in exceptional cases, adjustments to arrive at maintainable earnings The most common measure is earnings before interest, tax, depreciation and amortisation (“EBITDA”) Earnings are usually obtained from portfolio company management accounts to the preceding quarter end, with reference also to forecast earnings and the maintainable view of earnings Action, our largest asset, is valued using run-rate earnings	22,978 ( 2024 : 18,916 )	For the assets valued on an earnings basis, we have applied a 5% sensitivity to the earnings multiple Action is our largest asset, and we have applied a 1.0x sensitivity to its net valuation multiple of 18.5 x	1,361 ( 2024 : 1,103 ) (1,361) ( 2024: (1,104) ) 1,129 ( 2024 : 866 ) (1,129) (2024 : (866) )
Discounted cash flow (Private Equity/ Infrastructure/ Scandlines)	Appropriate for businesses with long- term stable cash flows, typically in Infrastructure or, alternatively, businesses where DCF is more appropriate in the short term	Long-term cash flows are discounted at a rate which is benchmarked against market data, where possible, or adjusted from the rate at the initial investment based on changes in the risk profile of the investment The range of discount rates used in our DCF valuations is 10.5% to 16.0 % (2024 : 10.5% to  16.9%)	1,044 ( 2024 : 1,047 )	For the assets valued on a DCF basis, we have applied a 5% sensitivity to the discount rate	(44) ( 2024 : (34) ) 47 ( 2024: 36 )
NAV (Infrastructure)	Used for investments in unlisted funds	Net asset value reported by the fund manager. The valuation of the underlying portfolio is consistent with IFRS	121 ( 2024 : 104 )	A 5% increase on closing NAV	6 ( 2024 : 5 )
Price of recent investment (Private Equity)	Used for recent investments in unlisted companies	Valued net of negotiation fees	216 (2024: –)	n/a	n/a
Imminent sale (Private Equity)	Used for assets where a sale has been agreed	A 2.5% discount is applied to expected proceeds	– ( 2024 : 377 )	n/a	n/a
Other (Private Equity/ Infrastructure)	Used where elements of a business are valued on different bases	Values of separate elements prepared on or triangulated against one of the methodologies listed above	304 ( 2024 : 246 )	A 5% increase in the closing value	15 ( 2024 : 12 )

3i Group plc | Annual report and accounts 2025 180

Audited financial statements

Notes to the accounts continued

14 Carried interest and performance fees payable

Accounting policy:

The Group offers investment executives the opportunity to participate in the returns from investments subject to certain performance

conditions. “Carried interest and performance fees payable” is the term used for amounts payable to executives on these investment-

related transactions.

A variety of asset pooling arrangements are in place so that participants may have an interest in one or more carried interest plans and

participants include current and former investment participants. Carried interest payable is accrued if its performance conditions, measured

at the balance sheet date, would be achieved if the remaining assets in that plan were realised at fair value. An accrual is made equal to the

participants’ share of profits in excess of the performance conditions in place in the carried interest plan, discounted to reflect the likely

actual cash payment date, which may be materially later than the time of the accrual.

The Infrastructure performance fee payable is accrued based on the expected award. A significant proportion of the amount awarded

is deferred over time and may be granted in 3i Group plc shares. This is recognised over the vesting period in line with the requirements

of IFRS 2 or IAS 19, depending on the type of award.

Under IFRS 10, where carried interest payable reduces the fair value of an investment entity subsidiary, that movement is recorded through

“Fair value movements on investment entity subsidiaries”. At 31 March 2025, £319 million of carried interest payable was recognised in the

Consolidated statement of financial position of these investment entity subsidiaries (31 March 2024: £764 million).

	Group 2025 £m	Group 2024 £m
Opening carried interest and performance fees payable	54	77
Carried interest and performance fees payable recognised in profit and loss during the year	14	51
Cash paid in the year	(23)	(53)
Other movements1	(4)	(21)
Closing carried interest and performance fees payable	41	54
Of which: payable in greater than one year	29	30

1 Other movements include the impact of foreign exchange and a transfer from trade and other payables.

The carry payable expense in the table above includes a £ 9 million (2024 : £23 million) charge arising from Infrastructure share-based payment

carry related schemes. The charge includes £4 million ( 2024 : £16 million) of equity awards and £1 million ( 2024 : £ 1 million) of cash-settled

awards, see Note 26 Share-based payments for further details and £4 million (2024: £ 6 million) of social security cost.

A 5% increase in the valuation of all individual assets in the underlying investment portfolio held by investment entity subsidiaries would result

in a £20 million increase in carried interest and performance fees payable ( 31 March 2024: £ 41 million).

A 5% decrease in the valuation of all individual assets in the underlying investment portfolio held by investment entity subsidiaries would result

in a £20 million decrease in carried interest and performance fees payable (31 March 2024: £41 million).

15 Other assets

Accounting policy:

Assets, other than those specifically accounted for under a separate policy, are stated at their cost less impairment losses. Financial assets

are recognised at amortised cost in accordance with IFRS 9, which includes the requirement to calculate expected credit losses (“ECLs”)

on initial recognition. Any ECLs are recognised directly in profit and loss, with any subsequent reversals recognised in the same location.

	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Prepayments	3	4	–	–
Other debtors	73	71	18	25
Total other assets	76	75	18	25
Of which: receivable in greater than one year	27	28	15	16

At 31 March 2025, no ECLs have been recognised against other assets as they are negligible ( 31 March 2024 : nil).

3i Group plc | Annual report and accounts 2025 181

Audited financial statements

Notes to the accounts continued

16 Loans and borrowings

Accounting policy:

All loans and borrowings are initially recognised at the fair value of the consideration received. After initial recognition, these are

subsequently measured at amortised cost using the effective interest method, which is the rate that exactly discounts the estimated

future cash flows through the expected life of the liabilities. Financial liabilities are derecognised when they are extinguished.

	Group 2025 £m	Group 2024 £m
Loans and borrowings are repayable as follows:
Within one year	–	–
Between the second and fifth year	419	–
After five years	775	1,202
	1,194	1,202

Principal borrowings include:

	Rate	Maturity	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Fixed rate
€500 million notes (public issue)	4.875%	2029	419	427	419	427
£375 million notes (public issue)	5.750%	2032	375	375	375	375
£400 million notes (public issue)	3.750%	2040	400	400	400	400
			1,194	1,202	1,194	1,202
Committed multi-currency facilities: Revolving Credit Facility (RCF)
£400 million tranche	SONIA+0.75%	2026	–	–	–	–
£500 million tranche	SONIA+0.50%	2027	–	–	–	–
Total loans and borrowings			1,194	1,202	1,194	1,202

All of the Group’s borrowings are repayable in one instalment on the respective maturity dates. None of the Group’s interest-bearing loans

and borrowings are secured on the assets of the Group. The fair value of the loans and borrowings is £1,115 million (31 March 2024: £1,166

million), determined with reference to their published market prices. The interest payable for loans and borrowings recognised within profit

and loss is £63 million ( 2024: £60 million) and the interest paid for loans and borrowings recognised within the Consolidated cash flow

statement is £60 million (2024: £40 million).

In accordance with the FCA’s Investment Funds sourcebook (FUNDS 3.2.2R and Fund 3.2.6R), 3i Investments plc, as AIFM of the Company,

is required to calculate leverage and disclose this to investors. The leverage is calculated using the gross method and commitment method.

Gross method calculates the overall exposure over the net asset value whereas the commitment method calculates the net exposure over

the net asset value. Leverage at 31 March 2025 for the Group is 110% (31 March 2024: 118%) and the Company is 107% (31 March 2024: 116% )

under both the gross method and the commitment method. The leverage for 3i Investments plc at 31 March 2025 is 100% (31 March 2024:

100%) under both the gross method and the commitment method.

Under the Securities Financing Transactions Regulation and the FCA’s Investment Funds sourcebook (FUNDS 3.2.4A), 3i is required to disclose

certain information relating to the use of securities financing transactions (“SFTs”) and total return swaps. At 31 March 2025, 3i was not party

to any transactions involving SFTs or total return swaps.

3i Group plc | Annual report and accounts 2025 182

Audited financial statements

Notes to the accounts continued

16 Loans and borrowings continued

Reconciliation of liabilities arising from financing activities

The changes in the Group’s liabilities arising from financing activities are classified as follows:

	Loans and borrowings 2025 £m	Lease liability 2025 £m	Loans and borrowings 2024 £m	Lease liability 2024 £m
Opening liability	1,202	49	775	10
Additions	–	–	422	44
Interest	–	2	–	1
Repayments	–	(6)	–	(6)
Exchange movements	(8)	–	5	–
Closing liability	1,194	45	1,202	49

17 Derivatives

Accounting policy:

Derivative financial instruments are accounted for at fair value through profit and loss in accordance with IFRS 9. They are revalued at the

balance sheet date based on market prices, with any change in fair value being recorded in profit and loss. Derivatives are recognised in

the Consolidated statement of financial position as a financial asset when their fair value is positive and as a financial liability when their fair

value is negative. Derivative contracts are disclosed in the Consolidated statement of financial position as either current or non-current

according to their maturity profile. The Group’s derivative financial instruments are not designated as hedging instruments.

Statement of comprehensive income	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Movement in the fair value of derivatives	82	116	82	116

Statement of financial position	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Non-current assets
Forward foreign exchange contracts	46	83	46	83
Current assets
Forward foreign exchange contracts	91	82	91	82
Non-current liabilities
Forward foreign exchange contracts	(4)	–	(4)	–
Current liabilities
Forward foreign exchange contracts	–	–	–	–

The Group uses forward foreign exchange contracts to mitigate the effect of fluctuations arising from movements in exchange rates in the

value of the Group’s investments in euro and US dollar. As at 31 March 2025 , the notional amount of these forward foreign exchange contracts

held by the Company was €2.6 billion (31 March 2024 : €2.6 billion) and $1.2 billion (31 March 2024 : $ 1.2 billion). In April 2025, we completed

a further €400 million of forward foreign exchange contracts to increase the notional value of the Group’s euro foreign exchange hedging

programme to €3.0 billion, reflecting increases in euro cash flows and capitalising on attractive hedge rates.

3i Group plc | Annual report and accounts 2025 183

Audited financial statements

Notes to the accounts continued

18 Trade and other payables

Accounting policy:

Liabilities, other than those specifically accounted for under a separate policy, are stated based on the amounts which are considered

to be payable in respect of goods or services received up to the balance sheet date. Financial liabilities are recognised at amortised cost

in accordance with IFRS 9.

	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Trade and other payables	139	139	29	29
Amounts due to subsidiaries	–	–	46	731
Total trade and other payables	139	139	75	760
Of which: payable in greater than one year	6	5	–	–

Refer to Note 28 for further details on the movement of Amounts due to subsidiaries.

19 Issued capital and reserves

Accounting policy:

Ordinary shares issued by the Group are recognised at the proceeds or fair value received with the excess of the amount received over

nominal value being credited to the share premium account. Direct issue costs net of tax are deducted from equity.

Capital reserve recognises all profits and losses that are capital in nature or have been allocated to capital, which include the accumulation

of investment gains and losses as well as changes to the value of financial instruments measured at fair value through profit and loss.

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

of revenue profits and losses.

Issued and fully paid	2025 Number	2025 £m	2024 Number	2024 £m
Ordinary shares of 7319 ∕ 22 p
Opening balance	973,366,445	719	973,312,950	719
Issued under employee share plans	32,533	–	53,495	–
Closing balance	973,398,978	719	973,366,445	719

The Company issued 32,533 ordinary shares to the Trustee of the 3i Group Share Incentive Plan for a total cash consideration of £1,073,413

at various prices from 2,866 pence to 4,054 pence per share (being the market prices on the issue dates which were the last trading day

of each month in the year, with the exception of December 2024, when the issue date was 3 January 2025 ). These shares were ordinary shares

with no additional rights attached to them and had a total nominal value of £24,030 .

3i Group plc | Annual report and accounts 2025 184

Audited financial statements

Notes to the accounts continued

20 Own shares

Accounting policy:

Own shares are recorded by the Group when ordinary shares are acquired by the Company or by The 3i Group Employee Benefit Trust.

Own shares are deducted from shareholders’ equity. A transfer is made to retained earnings at their weighted average cost in line with the

vesting of own shares held for the purposes of share-based payments. The number of own shares held by the Trust and the schemes are

described in Note 26.

	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Opening cost	92	108	92	108
Awards granted	(11)	(16)	(11)	(16)
Closing cost	81	92	81	92

21 Capital structure

The capital structure of the Group consists of shareholders’ equity and net debt or cash. The type and maturity of the Group’s borrowings are

analysed further in Note 16. Capital is managed with the objective of maximising long-term return to shareholders, whilst maintaining a capital

base to allow the Group to operate effectively in the market and sustain the future development of the business.

	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Cash and deposits	412	358	381	328
Borrowings and derivative financial liabilities	(1,198)	(1,202)	(1,198)	(1,202)
Net debt1	(786)	(844)	(817)	(874)
Total equity	24,611	20,170	24,267	19,581
Gearing (net debt/total equity)	3%	4%	3%	4%

1 The above numbers have been prepared under IFRS and differ from the Investment basis as detailed in the Strategic report.

Capital constraints

The Group is generally free to transfer capital from subsidiary undertakings to the parent company, subject to maintaining each subsidiary

with sufficient reserves to meet local statutory/regulatory obligations. No significant constraints (other than those disclosed in Note 12) have

been identified and the Group has been able to distribute profits as appropriate.

The Group has been subject to the FCA’s MIFIDPRU sourcebook (“MIFIDPRU”) since 1 January 2022. The regulatory capital requirements for

the Group and 3i Investments plc, an investment firm regulated by the FCA, are calculated in accordance with MIFIDPRU 2.5, 4.3, 4.5 and 4.6.

These capital requirements are reviewed regularly by the Group’s Audit and Compliance Committee, and the Board of 3i Investments plc,

respectively. In addition, 3i Investments plc prepares an Internal Capital and Risk Assessment (“ICARA”), which is approved by the Board of

3i Investments plc on an annual basis.

3i Group plc | Annual report and accounts 2025 185

Audited financial statements

Notes to the accounts continued

22 Interests in Group entities

Accounting policy:

The Company has controlling equity interests in, and makes loans to, both consolidated and fair valued Group entities. Equity investments

in, and loans to, investment entities are held at fair value in the Company’s accounts, as this reflects the Group’s business model to hold

assets to seek returns on capital and not contractual cash flow. The net assets of these entities represent fair value. Equity investments in

other subsidiaries are held at cost less impairment and any loans to these subsidiaries are held at amortised cost in accordance with IFRS 9,

which includes the requirement to calculate expected credit losses on initial recognition.

	Company 2025 Equity investments £m	Company 2025 Loans £m	Company 2025 Total £m
Opening book value	3,139	2,738	5,877
Additions	73	1,899	1,972
Share of profits from partnership entities	–	956	956
Disposals and repayments	(536)	(1,882)	(2,418)
Fair value movements	318	(122)	196
Exchange movements	–	59	59
Closing book value	2,994	3,648	6,642

	Company 2024 Equity investments £m	Company 2024 Loans £m	Company 2024 Total £m
Opening book value	5,061	2,806	7,867
Additions	29	173	202
Share of profits from partnership entities	–	2,548	2,548
Disposals and repayments	–	(2,752)	(2,752)
Fair value movements	(1,951)	(72)	(2,023)
Exchange movements	–	35	35
Closing book value	3,139	2,738	5,877

Equity investments in, and loans to investment entities, are held at fair value and equity investments in other subsidiaries are held at cost less

impairment. The measurements at fair value and cost less impairment are assessed against the Company’s equity and loan instruments into

these subsidiaries, which are eliminated on consolidation for the Group. For this reason equity investments and loans into investments entities

do not form part of the investment portfolio for the Company and instead are included within Interests in Group entities. Amounts for equity

investments in, and loans to, investment entities held at fair value and other subsidiaries at amortised cost are detailed in Note 13.

Details of significant Group entities are given in Note 29. No expected credit losses have been recognised on those equity investments

and loans held at amortised cost as they are not material.

3i Group plc | Annual report and accounts 2025 186

Audited financial statements

Notes to the accounts continued

23 Commitments

Accounting policy:

Commitments represent amounts the Group has contractually committed to pay third parties but do not yet represent a charge or asset.

This gives an indication of committed future cash flows. Commitments are recognised in the balance sheet at the point of settlement

subject to associated risks and rewards being transferred. Commitments at the year-end do not impact the Group’s financial results

for the year.

	Group 2025 due within 1 year £m	Group 2025 due between 2 and 5 years £m	Group 2025 due over 5 years £m	Group 2025 Total £m	Group 2024 due within 1 year £m	Group 2024 due between 2 and 5 years £m	Group 2024 due over 5 years £m	Group 2024 Total £m
Unquoted investments	7	–	–	7	8	–	–	8

	Company 2025 due within 1 year £m	Company 2025 due between 2 and 5 years £m	Company 2025 due over 5 years £m	Company 2025 Total £m	Company 2024 due within 1 year £m	Company 2024 due between 2 and 5 years £m	Company 2024 due over 5 years £m	Company 2024 Total £m
Unquoted investments	7	–	–	7	8	–	–	8

The amounts shown above include £ 7 million of commitments made by the Group and Company, to invest into funds (31 March 2024 :

£ 8 million). The Group and Company were contractually committed to these investments as at  31 March 2025 .

24 Contingent liabilities

Accounting policy:

Contingent liabilities are potential liabilities where there is even greater uncertainty, which could include a dependency on events not

within the Group’s control, but where there is a possible obligation. Contingent liabilities are only disclosed and not included within the

Consolidated statement of financial position.

At 31 March 2025 , there was no ( 31 March 2024: no) material litigation outstanding, nor any other matter, against the Company or any of its

subsidiary undertakings, which may indicate the existence of a contingent liability.

3i Group plc | Annual report and accounts 2025 187

Audited financial statements

Notes to the accounts continued

25 Retirement benefits

Accounting policy:

Payments to defined contribution retirement benefit plans are charged to profit and loss as they fall due.

For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit method with actuarial valuations

being carried out at each balance sheet date. Interest on the net defined benefit asset/liability, calculated using the discount rate used to

measure the defined benefit obligation, is recognised in profit and loss. Re-measurement gains or losses are recognised in full as they arise

in other comprehensive income.

A retirement benefit deficit is recognised in the Consolidated statement of financial position to the extent that the present value of the

defined benefit obligations exceeds the fair value of plan assets.

A retirement benefit surplus is recognised in the Consolidated statement of financial position where the fair value of plan assets exceeds

the present value of the defined benefit obligations limited to the extent that the Group can benefit from that surplus. Where the

retirement benefit scheme is in surplus, this is recognised net, being the lower of any surplus in the fund and the asset ceiling.

(i) Defined contribution plans

The Group operates a number of defined contribution retirement benefit plans for qualifying employees throughout the Group. The assets

of these plans are held separately from those of the Group. The total expense recognised, in operating expenses, in profit and loss

is £3 million ( 2024 : £3 million), which represents the contributions paid to these defined contribution plans. There were no outstanding

payments due to these plans at the balance sheet date.

(ii) Defined benefit plans

The Group operates a final salary defined benefit plan for qualifying employees of its subsidiaries in the UK (“the Plan”). The Plan is approved

by HMRC for tax purposes, is operated separately from the Group and governed by an independent set of Trustees, whose appointment

and powers are determined by the Plan’s documentation.

The defined benefit plan is a funded scheme, the assets of which are independent of the Company’s finances and administered by

the Trustees. The Trustees are responsible for managing and investing the Plan’s assets and for monitoring the Plan’s funding position.

The Plan had previously entered into bulk annuity or “buy-in” policies which meant that the Plan benefits of all members were insured and 3i,

as sponsor, is no longer exposed to longevity, interest or inflation risk. On an IAS 19 basis, the fair value of three buy-in policies matched the

present value of the liabilities insured. During the year, the Plan completed a buy-out meaning that the buy-in policies were converted into

individual annuity policies held in each Plan member’s name, thereby fully removing the defined benefit obligation. This led to the full

settlement of the pension obligation. We have therefore allowed for settlement accounting, with the value of the settlement derived as the

value of the liability and corresponding insured asset as at the settlement date taken.

The Trustees formally commenced the wind-up of the Plan in April 2023 and have been working with 3i since then to resolve all outstanding

matters to enable the Trustees to pay the surplus less Plan expenses and tax to 3i. The Plan's only remaining assets are those surplus assets

that were not needed to complete the buy-out less expected wind-up costs.

The valuation of the Plan was updated on an IAS 19 basis by an independent qualified actuary as at 31 March 2025. The Plan’s assets

do not include any of the Group’s own equity instruments nor any property in use by the Group.

Qualifying employees in Germany are entitled to a pension based on their length of service. The future liability calculated by German

actuaries is £17 million (31 March 2024: £21 million). There is a £1 million expense (2024: £1 million) recognised in operating expenses, in profit

and loss for the year and £2 million gain (2024: nil) in other comprehensive income for this scheme. Changes in the present value of

the obligation, assumptions and sensitivities of this scheme have not been disclosed as they are not material.

The amount recognised in the Consolidated statement of financial position in respect of the Group’s defined benefit plans is as follows:

	2025 £m	2024 £m
Present value of funded obligations	–	(446)
Fair value of the Plan assets	85	530
Asset restriction	(22)	(23)
Retirement benefit surplus in respect of the Plan	63	61
Retirement benefit deficit in respect of other defined benefit schemes	(17)	(21)

The total re-measurement gain recognised in other comprehensive income in respect of the Group’s defined benefit plans was £4 million

(2024: £7 million).

3i Group plc | Annual report and accounts 2025 188

Audited financial statements

Notes to the accounts continued

25 Retirement benefits continued

A retirement benefit surplus under IAS 19 is recognised in respect of the Plan on the basis that the Group is entitled to a refund of any

remaining surplus once all benefits and expenses have been settled in the expected course. The asset restriction relates to tax that would be

deducted at source in respect of a refund of the Plan surplus.

The amounts recognised in the Consolidated statement of comprehensive income in respect of the Plan are as follows:

	2025 £m	2024 £m
Included in interest payable
Interest income on net defined benefit asset	3	3
Included in other comprehensive income
Asset restriction	2	7
Total	5	10

Changes in the present value of the defined benefit obligation were as follows:

	2025 £m	2024 £m
Opening defined benefit obligation	446	450
Interest on Plan liabilities	3	21
Re-measurement gain/loss:
– gain from change in financial assumptions	(16)	(16)
– experience loss	1	12
Benefits paid	(4)	(21)
Settlement	(430)	–
Closing defined benefit obligation	–	446

Changes in the fair value of the Plan assets were as follows:

	2025 £m	2024 £m
Opening fair value of the Plan assets	530	532
Interest on Plan assets	7	25
Actual return on Plan assets less interest on Plan assets	(15)	(4)
Expenses	(3)	(2)
Benefits paid	(4)	(21)
Settlement	(430)	–
Closing fair value of the Plan assets	85	530

The fair value of the Plan’s assets at the balance sheet date is as follows:

	2025 £m	2024 £m
Annuity contracts	–	446
Cash and cash equivalents	85	84
	85	530

3i Group plc | Annual report and accounts 2025 189

Audited financial statements

Notes to the accounts continued

25 Retirement benefits continued

Changes in the asset restriction were as follows:

	2025 £m	2024 £m
Opening asset restriction	23	29
Interest on asset restriction	1	1
Re-measurements	(2)	(7)
Closing asset restriction	22	23

The principal assumptions made by the actuaries and used for the purpose of the year-end valuation of the Plan were as follows:

	2025	2024
Discount rate	n/a	4.8%
Expected rate of pension increases	n/a	0% to 3.5%
Retail Price Index (“RPI”) inflation	n/a	3.4%
Consumer Price Index (“CPI”) inflation	n/a	2.8%

The defined benefit surplus as at 31 March 2025, is not impacted by changes in principle assumptions and mortality assumptions, this is

because the Plan has completed buy-out. The post-retirement mortality assumption used to value the benefit obligation at 31 March 2024

is 90% of the S3NA very light mortality tables, allowing for improvements in line with the CMI 2022 projections model with a long-term annual

rate of improvement of 1.75%. A smoothing parameter of 7.5, initial addition parameter of 0.5% and default weight parameters have also

been adopted.

26 Share-based payments

Accounting policy:

The Group has equity-settled and cash-settled share-based payment transactions with certain employees. Equity-settled schemes are

measured at fair value at the date of grant, which is then recognised in profit or loss over the period that employees provide services,

generally the period between the start of the performance period and the vesting date of the shares. The number of share awards

expected to vest takes into account the likelihood that performance and service conditions included in the terms of the award will be met.

Fair value is measured by use of an appropriate model which takes into account the current share price, the risk-free interest rate,

the expected volatility of the share price over the life of the award and any other relevant factors. In valuing equity-settled transactions,

no account is taken of any vesting conditions, other than conditions linked to the price of the shares of 3i Group plc. The charge is adjusted

at each balance sheet date to reflect the actual number of forfeitures, cancellations and leavers during the year. The movement

in cumulative charges since the previous balance sheet is recognised in profit and loss, with a corresponding entry in equity.

Liabilities arising from cash-settled share-based payment transactions are recognised in profit or loss over the vesting period. They are fair

valued at each reporting date. The cost of cash-settled share-based payment transactions is adjusted for the forfeitures of the participants’

rights that no longer meet the plan requirements as well as for early vesting.

The cost of the share-based payments is allocated either to operating expenses or carried interest depending on the original driver

of the award. Executive Director Long-term Incentive Plans are allocated to operating expenses.

To ensure that employees’ interests are aligned with shareholders, a significant amount of variable compensation paid to eligible employees

is deferred into shares that vest over a number of years. For legal, regulatory or practical reasons certain participants may be granted cash-

settled awards under these schemes, which are intended to replicate the financial effects of a share award without entitling the participant

to acquire shares. The weighted average fair value grant price for cash-settled awards granted during the year was 2,926p (31 March 2024 :

1,956p) and the reporting price for these awards at 31 March 2025 was 3,616 pence (31 March 2024: 2,809 pence). The carrying amount of

liabilities arising from cash-settled awards at 31 March 2025 is £24 million (31 March 2024: £24 million). The total equity-settled share-based

payment reserve at 31 March 2025 is £35 million (31 March 2024: £ 42 million).

The cost of the share-based payments is allocated either to operating expenses or carried interest depending on the original driver

of the award. Executive Director Performance Share Awards are allocated to operating expenses.

3i Group plc | Annual report and accounts 2025 190

Audited financial statements

Notes to the accounts continued

26 Share-based payments continued

The total cost recognised in the Consolidated statement of comprehensive income is shown below:

	2025 £m	2024 £m
Share awards included as operating expenses1,2	12	11
Share awards included as carried interest1	4	16
Cash-settled share awards3	12	14
	28	41

1 Credited to equity.

2 For the year ended 31 March 2024, £9 million shown in Note 6 is net of a £2 million release from the bonus accrual.

3 For the year ended 31 March 2025, £11 million (2024: £13 million) is recognised in operating expenses and £1 million (2024: £1 million) is recognised in carried interest.

Movements in share awards

The number of equity and cash-settled share-based awards outstanding as at 31 March is as follows:

	2025 Number	2024 Number
Outstanding at the start of the year	6,210,978	6,277,107
Granted	791,022	2,336,288
Exercised	(2,308,170)	(2,387,539)
Forfeited	(59,344)	(14,878)
Lapsed	–	–
Outstanding at the end of year	4,634,486	6,210,978
Weighted average remaining contractual life of awards outstanding in years	1.4	1.7
Weighted average fair value of awards granted (pence)	2,272	1,708
Weighted average market price at date of exercise (pence)	2,924	1,953

Details of the different types of awards are as follows:

Performance Share Awards

Performance Share Awards are granted to employees and Executive Directors under the 3i Group Discretionary Share Plan 2020

(and predecessor rules).

Employees

Performance Share Awards granted to employees (other than Executive Directors) after the financial year-end are subject to performance

conditions based on absolute and relative Total Shareholder Return over three financial years. Awards performance vest, to the extent they

satisfy the performance conditions, following the three-year performance period and are then released in the third year from the date of grant

together with a payment equal to the dividends which would have been paid on the released shares during the period from grant to release.

The method of settlement can either be equity or cash depending on the type of award. The equity awards are measured using the Monte

Carlo model. The model simulates the total shareholder return which has been incorporated into the fair value at grant date by applying

a discount to the valuation obtained.

Executive Directors

Performance Share Awards granted to Executive Directors after the financial year-end are subject to performance conditions based on

absolute and relative total shareholder return over three financial years. Awards performance vest, to the extent they satisfy the performance

conditions, following the three-year performance period. Outstanding Executive Director awards granted up to and including 2019 are

released, to the extent they have performance vested, together with a payment equal to the value of the dividends which would have been

paid on the released shares during the period from grant to release as to 50% in year three and 25% in each of years four and five. Executive

Director Performance Share Awards granted from 2020 onwards are released, to the extent they have performance vested, in the fifth year

from the date of grant together with a payment equal to the value of the dividends that would have been paid on the released shares during

the period from grant to release. The method of settlement is equity. These awards are measured using the Monte Carlo model. The model

simulates the total shareholder return which has been incorporated into the fair value at the grant date by applying a discount to the valuation

obtained. The features of the Group’s share schemes for Executive Directors are described in the Directors’ remuneration report on pages

135 to 147.

3i Group plc | Annual report and accounts 2025 191

Audited financial statements

Notes to the accounts continued

26 Share-based payments continued

Restricted Share Awards

Restricted Share Awards are granted under the 3i Group Deferred Bonus Plan 2020 (and predecessor rules) and are granted to employees

and Executive Directors after the financial year-end and are subject to continued service conditions. The shares subject to the awards are

transferred to the participants on grant subject to forfeiture if the service condition is not fulfilled and cease to be subject to forfeiture in equal

proportions generally over the three years following grant or over four years in the case of certain such awards granted to members of the

Executive Committee. Cash dividends are received by participants on the shares during the period in which they remain subject to forfeiture.

The method of settlement can either be equity or cash depending on the type of award. The equity awards are measured using the Black

Scholes model.

Infrastructure Performance Fee Share Awards

Infrastructure Performance Fee Share Awards are granted to employees in the Infrastructure team under the 3i Special Share Award Plan.

Awards are granted to employees after the financial year-end and are subject to performance conditions based on receipt by 3i plc of certain

instalments of performance fees payable by 3i Infrastructure plc under the terms of its Investment Management Agreement with 3i. The shares

vest and are released, subject to satisfying the performance conditions, in equal instalments in the first and second years after grant together

with payments equal to the value of the dividends which would have been paid on the released shares during the period from grant to

release. If the performance condition is not met in year one, the award does not lapse but is retested in year two when some or all of the

shares may vest. The method of settlement can either be equity or cash depending on the type of award. The equity awards are measured

using the Black Scholes model.

Measurement of fair values

The fair values of the plans have been measured using either the Monte Carlo model or Black Scholes model for equity share awards.

The inputs used in the measurement of the grants are based on the following assumptions:

	Monte Carlo model		Black Scholes
	2025	2024	2025	2024
Share price at grant date (pence)1	2,996	1,943	2,926	1,956
Fair value at grant date (pence)1	1,753	1,290	2,749	1,803
Exercise price (pence)	–	–	–	–
Expected volatility (weighted average)	27.1%	28.2%	27.7%	30.8%
Expected life (weighted average)	4 years	4 years	3 years	3 years
Dividend yield	–	–	2.1%	2.7%
Risk free interest rate	4.25%	4.70%	4.08%	4.36%

1 Where share awards are granted on multiple dates the average price is disclosed.

Expected volatility was determined by reviewing share price volatility for the expected life of each award up to the date of grant.

Holdings of 3i Group plc shares

The Group has established an employee benefit trust and the total number of 3i Group plc shares held in this trust at 31 March 2025 was

8 million (31 March 2024: 9 million). Dividend rights have been waived on these shares. The total market value of the shares held in trust based

on the year-end share price of 3,616 pence (31 March 2024: 2,809 pence) was £289 million (31 March 2024: £253 million).

3i Group plc | Annual report and accounts 2025 192

Audited financial statements

Notes to the accounts continued

27 Financial risk management

Introduction

A review of the Group’s objectives, policies and processes for managing and monitoring risk is set out in the Risk management section

on pages 80 to 93. This Note provides further detail on financial risk management, cross-referring to the Risk management section where

applicable, and includes quantitative data on specific financial risks.

The Group is a highly selective investor and each investment is subject to an individual risk assessment through an investment approval

process. The Group’s Investment Committee is part of the overall risk management framework set out in the Risk section. The risk

management processes of the Company are aligned with those of the Group and both the Group and the Company share the same

financial risks.

Financial risks

Concentration risk

3i’s investment process seeks to diversify risk through significant dispersion of investments by geography, economic sector, asset class and

size as well as through the maturity profile of its investment portfolio. Although 3i does not set maximum limits for asset allocation, it does

have a maximum exposure limit for the cost of new investments. This is detailed in the Investment policy on page 148 in the Governance

section. Quantitative data regarding the concentration risk of the portfolio across geographies can be found in the Segmental analysis in

Note 1 and in the 20 large investments table on pages 209 and 210.

Action is the largest asset in the Group’s investment portfolio. We first invested in Action in 2011 and throughout our investment have

acquired further stakes in the business seeing strong organic growth over our hold period. A 5% increase or decrease in value would result

in a £892 million (31 March 2024: £708 million) or £(892) million (31 March 2024: £(708) million) impact on the overall value. For further details

on Action refer to the Action case study on pages 20 to 23.

Credit risk

The Group is subject to credit risk on its unquoted investments, derivatives, cash and deposits. The maximum exposure is the balance sheet

amount. The Group’s cash is held with a variety of counterparties with a minimum rating above A- with 91% of the Group’s unrestricted surplus

cash held on demand in AAA rated money market funds (31 March 2024: 75%). The counterparties selected for the derivative financial

instruments were all banks with a minimum of a A- credit rating with at least one major rating agency.

The credit quality of unquoted investments, which are held at fair value and include debt and equity elements, is based on the financial

performance of the individual portfolio companies. The credit risk relating to these assets is based on their enterprise value and is reflected

through fair value movements. Further detail can be found in the Price risk – market fluctuations disclosure in this Note and the sensitivity

disclosure to changes in the valuation assumptions is provided in the valuation section of Note 13.

Liquidity risk

The liquidity outlook is monitored at least monthly by management and regularly by the Board in the context of periodic strategic reviews

of the balance sheet. The new investment pipeline and forecast realisations are closely monitored and assessed against our vintage control

policy, as described on page 80 of the Risk management section. The table below analyses the maturity of the Group’s gross contractual

liabilities.

Financial liabilities

As at 31 March 2025	Due within 1 year £m	Due between 1 and 2 years £m	Due between 2 and 5 years £m	Due more than 5 years £m	£m Total £m
Gross commitments:
Fixed loan notes	56	56	591	998	1,701
Committed multi-currency facility	2	2	–	–	4
Carried interest and performance fees payable within one year	12	–	–	–	12
Trade and other payables	133	–	–	6	139
Lease liabilities	3	5	16	21	45
Derivative financial instruments	–	–	4	–	4
Total	206	63	611	1,025	1,905

Gross commitments include principal amounts and interest and fees where relevant. Carried interest and performance fees payable within

non-current liabilities of £29 million (31 March 2024: £30 million) has no stated maturity as it results from investment-related transactions and it

is not possible to identify with certainty the timing of when the investments will be sold.

3i Group plc | Annual report and accounts 2025 193

Audited financial statements

Notes to the accounts continued

27 Financial risk management continued

As at 31 March 2024	Due within 1 year £m	Due between 1 and 2 years £m	Due between 2 and 5 years £m	Due more than 5 years £m	£m Total £m
Gross commitments:
Fixed loan notes	56	56	172	1,482	1,766
Committed multi-currency facility	2	2	2	–	6
Carried interest and performance fees payable within one year	24	–	–	–	24
Trade and other payables	134	–	–	5	139
Lease liabilities	4	3	15	27	49
Derivative financial instruments	–	–	–	–	–
Total	220	61	189	1,514	1,984

The Company disclosures are the same as those for the Group, with the following exceptions: carried interest and performance fees payable

due within one year is nil (31 March 2024: nil), trade and other payables due within one year is £75 million (31 March 2024: £760 million), trade

and other payables due more than five years nil (31 March 2024: nil) and lease liabilities due within one year nil (31 March 2024: nil), lease

liabilities due between one and two years nil (31 March 2024: nil), lease liabilities due between two and five years nil (31 March 2024: nil) and

lease liabilities due more than five years nil (31 March 2024: nil).

Market risk

The valuation of the Group’s investment portfolio is largely dependent on the underlying trading performance of the companies within

the portfolio, but the valuation and other items in the financial statements can also be affected by interest rate, currency and quoted market

fluctuations. The Group’s sensitivity to these items is set out below.

(i) Interest rate risk

On the liability side, the direct impact of a movement in interest rates is limited to any drawings under the committed multi-currency facility

as the Group’s outstanding debt is fixed rate. The sensitivities below arise principally from changes in interest receivable on cash and deposits.

An increase of 100 basis points, based on the closing balance sheet position over a 12-month period, would lead to an approximate increase

in total comprehensive income of £4 million (2024: £4 million) for the Group and £4 million (2024: £3 million) for the Company. In addition,

the Group and Company have indirect exposure to interest rates through changes to the financial performance and the valuation of portfolio

companies caused by interest rate fluctuations.

(ii) Currency risk

The Group’s net assets in sterling, euro, US dollar, Danish krone and all other currencies combined are shown in the table below. This

sensitivity analysis is performed based on the sensitivity of the Group’s net assets to movements in foreign currency exchange rates assuming

a 10% movement in exchange rates against sterling. The sensitivity of the Company to foreign exchange risk is not materially different from

the Group.

The Group considers currency risk on specific investment and realisation transactions. Further information on how currency risk is managed

is provided on page 89.

As at 31 March 2025	Sterling £m	Euro £m	US dollar £m	Danish krone £m	Other £m	Total £m
Net assets1	4,942	18,257	1,211	177	24	24,611
Sensitivity analysis
Assuming a 10% movement in exchange
rates against sterling:
Impact on net assets	n/a	1,825	120	18	2	1,965

1 The Group’s foreign exchange hedging is treated as a sterling asset within the above table.

As at 31 March 2024	Sterling £m	Euro £m	US dollar £m	Danish krone £m	Other £m	Total £m
Net assets1	4,817	13,947	1,180	200	26	20,170
Sensitivity analysis
Assuming a 10% movement in exchange
rates against sterling:
Impact on net assets	n/a	1,399	117	20	3	1,539

1 The Group’s foreign exchange hedging is treated as a sterling asset within the above table.

3i Group plc | Annual report and accounts 2025 194

Audited financial statements

Notes to the accounts continued

27 Financial risk management continued

(iii) Price risk – market fluctuations

The Group’s management of price risk, which arises primarily from quoted and unquoted equity instruments, is through the careful

consideration of the investment, asset management and divestment decisions at the Investment Committee. The Investment Committee’s

role in risk management is detailed on page 82 in the Risk management section. A 5% change in the fair value of those investments would

have the following direct impact in profit or loss:

Group	Quoted investment £m	Unquoted investment £m	Investment in Investment entity subsidiaries £m	Total £m
At 31 March 2025	43	875	346	1,264
At 31 March 2024	44	710	290	1,044

Company		Quoted investment £m	Unquoted investment £m	Total £m
At 31 March 2025		43	875	918
At 31 March 2024		44	710	754

28 Related parties and interests in other entities

The Group has various related parties stemming from relationships with limited partnerships managed by the Group, its investment portfolio

(including unconsolidated subsidiaries), its advisory arrangements and its key management personnel. In addition, the Company has related

parties in respect of its subsidiaries. Some of these subsidiaries are held at fair value (unconsolidated subsidiaries) due to the treatment

prescribed in IFRS 10.

Related parties

Advisory and management arrangements

The Group acted as Investment Manager to 3iN, which is listed on the London Stock Exchange, for the year to 31 March 2025. The following

amounts have been recognised in respect of the management relationship:

Statement of comprehensive income	Group 2025 £m	Group 2024 £m	Company 2025 £m	Company 2024 £m
Unrealised loss/profits on the revaluation of investments	(23)	38	(23)	38
Fees receivable from external funds	51	50	–	–
Performance fees receivable	29	41	–	–
Dividends	33	31	33	31

Controlled investments

The Group makes investments in the equity of both unquoted and quoted investments which it controls. Control is obtained when the Group

is exposed to, or has rights to variable returns and has the ability to use its power to affect these returns. When this occurs, the Group deems

these investments to be an accounting subsidiaries under IFRS 10 and recognises them at fair value through profit or loss. Material

transactions during the year with controlled investments include £1,164 million (2024: £762 million) of proceeds received from Action’s pro-rata

capital share redemption and £433 million (2024: £377 million) dividends received from Action.

Associates

The Group makes investments in the equity of both unquoted and quoted investments where it does not have control, but may be able to

participate in the financial and operating policies of that company. IFRS presumes that it is possible to exert significant influence when the

equity holding is greater than 20%. The Group has taken the investment entity exception, as permitted by IFRS 10, and has not equity

accounted for these investments, in accordance with IAS 28, but they are related parties. There are no material transactions with associates

in the year (2024: none).

Limited partnerships

The Group manages a number of external funds which invest through limited partnerships. Group companies act as the general partners

of these limited partnerships and exert significant influence over them. There were no material transactions in respect of these limited

partnerships in the year (2024: none).

3i Group plc | Annual report and accounts 2025 195

Audited financial statements

Notes to the accounts continued

28 Related parties and interests in other entities continued

Subsidiaries

The Group consists of the parent Company 3i Group plc and its subsidiaries listed in Note 29. All transactions between the Company and its

fully consolidated subsidiaries, which are related parties of the Company, are eliminated on consolidation. Material related party transactions

between the Company and its subsidiaries include drawdowns and distributions, subsidiary transfers and dividends.

During the year, the Company received £1,039 million from fellow subsidiaries (2024: £788 million) and paid £1,941 million to fellow

subsidiaries (2024: £1,013 million).

During the year, the Company disposed of its equity investment in 3i Abaco ApS a fellow subsidiary for £516 million. A fellow subsidiary of the

Group acquired the shares of 3i Abaco ApS in settlement of amounts due to subsidiaries, refer to Note 18 for further details.

The Company received dividends of £142 million (2024: £49 million) from fellow subsidiaries.

Key management personnel

The Group’s key management personnel comprise the members of the Executive Committee and the Board’s non-executive Directors.

The following amounts have been included in respect of these individuals:

Statement of comprehensive income	Group 2025 £m	Group 2024 £m
Salaries, fees, supplements and benefits in kind	6	6
Cash bonuses	3	2
Carried interest and performance fees payable	4	31
Share-based payments	9	11
Termination payments	–	–

Statement of financial position	Group 2025 £m	Group 2024 £m
Bonuses and share-based payments	22	18
Carried interest and performance fees payable within one year	5	38
Carried interest and performance fees payable after one year	13	30

No carried interest and performance fees payable is paid or accrued for the Executive or non-executive Directors, as they do not participate in

these schemes. Carried interest and performance fees paid in the year to other key management personnel was £20 million (2024: £58 million).

Simon Borrows and Jasi Halai are members of key management personnel for both 3i Group plc and Peer Holding I B.V., the Dutch holding

company for the Group’s investment in Action. In accordance with IAS 24, they are considered related parties. Neither of them received any

remuneration from Action during the year (2024: none).

Unconsolidated structured entities

The application of IFRS 12 requires additional disclosure on the Group’s exposure to unconsolidated structured entities. The Group has

exposure to a number of unconsolidated structured entities, as a result of its investment activities across its Private Equity and Infrastructure

business lines.

The Group manages a number of closed-end limited partnerships, which are either Private Equity or Infrastructure focused. The purpose of

these partnerships is to invest in Private Equity or Infrastructure investments for capital appreciation. Limited Partners, which in some cases

may include the Group, finance these entities by committing capital to them and cash is drawn down or distributed for financing investment

activity. The Group’s attributable stakes in these entities are held at fair value, fees receivable are recognised on an accruals basis and carried

interest is accrued when relevant performance hurdles are met. The carrying amount and maximum loss exposure for these entities is not

material (2024: not material).

3i Group plc | Annual report and accounts 2025 196

Audited financial statements

Notes to the accounts continued

29 Subsidiaries and related undertakings

IFRS 10 deems control, as opposed to equity ownership, as the key factor when determining what meets the definition of a subsidiary. If a

group is exposed to, or has rights to, variable returns from its involvement with the investee, then under IFRS 10 it has control. This is inconsistent

with the UK’s Companies Act 2006, where voting rights being greater than 50% is the key factor when identifying subsidiaries.

Under IFRS 10, 35 of the Group’s portfolio company investments are considered to be accounting subsidiaries. As the Group applies the

investment entity exception available under IFRS 10, these investee companies are classified as investment entity subsidiaries.

The Companies Act 2006 requires disclosure of certain information about the Group’s related undertakings. Related undertakings are subsidiaries,

joint ventures, associates and other significant holdings. In this context, significant means either a shareholding greater than or equal to 20%

of the nominal value of any class of shares or a book value greater than 20% of the Group’s assets.

The Company’s related undertakings at 31 March 2025 are listed below:

Description	Holding/share class	Footnote
Subsidiaries
3i Holdings plc	100% ordinary shares	1
3i Investments plc	100% ordinary shares	1
3i plc	100% ordinary shares	1
3i International Holdings	100% ordinary shares	1
Investors in Industry plc	100% ordinary shares/ cumulative preference shares	1
3i Corporation	100% ordinary shares	2
3i Deutschland Gesellschaft für Industriebeteiligungen mbH	100% ordinary shares	4
Gardens Nominees Limited	100% ordinary shares	1
Gardens Pension Trustees Limited	100% ordinary shares	1
3i Europe plc	100% ordinary shares	1
3i Nominees Limited	100% ordinary shares	1
3i Osprey GP Limited	100% ordinary shares	1
3i Nordic plc	100% ordinary shares	1
3i GP 2004 Limited	100% ordinary shares	3
3i Ademas LP	100% partnership interest	3
The 3i Group Employee Trust	n/a	6
3i International Services plc	100% ordinary shares	1
3i EFV Nominees A Limited	100% ordinary shares	1
3i EFV Nominees B Limited	100% ordinary shares	1
3i India Private Limited	100% ordinary shares	7
3i Sports Media (Mauritius) Limited	100% ordinary shares	8
3i EFV GP Limited	100% ordinary shares	1
IIF SLP GP Limited	100% ordinary shares	3
3i Buyouts 2010 A LP	85% partnership interest	1
3i Buyouts 2010 B LP	79% partnership interest	1
3i Buyouts 2010 C LP	60% partnership interest	1
GP CCC 2010 Limited	100% ordinary shares	3
3i GC GP Limited	100% ordinary shares	1
3i GP 2010 Limited	100% ordinary shares	1
3i Growth Capital A LP	100% partnership interest	1
3i Growth Capital G LP	100% partnership interest	1
3i Growth 2010 LP	85% partnership interest	1
Strategic Investments FM (Mauritius) Alpha Limited	70% ordinary shares	8
3i GC Nominees A Limited	100% ordinary shares	1

Description	Holding/share class	Footnote
3i GC Nominees B Limited	100% ordinary shares	1
3i India Infrastructure Fund B LP	99% partnership interest	1
3i 2004 GmbH & Co. KG	100% partnership interest	4
3i General Partner 2004 GmbH	100% ordinary shares	4
3i PE 2013-16 A LP	100% partnership interest	1
3i PE 2013-16 C LP	100% partnership interest	1
3i GP 2013 Ltd	100% ordinary shares	1
GP 2013 Ltd	100% ordinary shares	3
BAM General Partner Limited	100% ordinary shares	1
3i PE 2016-19 A LP	100% partnership interest	1
3i Managed Infrastructure Acquisitions GP (2017) LLP	100% partnership interest	1
3i Managed Infrastructure Acquisitions GP Limited	100% ordinary shares	1
3i 2016 GmbH & Co. KG	100% partnership interest	4
GP 2016 Limited	100% ordinary shares	3
3i GP 2016 Limited	100% ordinary shares	1
3i SCI Holdings Limited	100% ordinary shares	1
3i North American Infrastructure Partners, LLC	100% equity units	26
3i Abaco ApS	100% ordinary shares	23
3i Investments (Luxembourg) S.A.	100% ordinary shares	10
3i 2019-22 DLP SCSp	100% partnership interest	10
3i PE 2019-22 A LP	100% partnership interest	1
3i PE 2019-22 B LP	100% partnership interest	1
3i PE 2019-22 Warehouse LP	100% partnership interest	3
3i 2020 Co-investment LP	100% partnership interest	3
3i GP 2019 Limited	100% ordinary shares	1
3i GP 2020 Limited	100% ordinary shares	3
3i GP 2019 s.a.r.l	100% ordinary shares	10
3i GP 2019 (Scots) Limited	100% ordinary shares	3
3i 2020 Co-investment GP s.a.r.l	100% ordinary shares	10
3i France SAS	100% ordinary shares	16
3i IP Acquisitions Limited	100% ordinary shares	1
3i IP Acquisitions GP LLP	100% partnership interest	1
3i IIF GP 2020 Limited	100% ordinary shares	1
3i IIF GP LLP	100% partnership interest	1

3i Group plc | Annual report and accounts 2025 197

Audited financial statements

Notes to the accounts continued

29 Subsidiaries and related undertakings continued

Description	Holding/share class	Footnote
3i Benelux B.V.	100% ordinary shares	12
3i Mountain LP	99% partnership interest	3
3i NAI Holdings GP Limited	100% ordinary shares	3
3i PE 2022-25 A LP	100% partnership interest	1
3i PE 2022-25 B LP	100% partnership interest	1
3i GP 2022 Limited	100% ordinary shares	1
3i GP 2022 (Scots) Limited	100% ordinary shares	3
3i PE 2022-25 A (Lux) SCSp	99% partnership interest	10
3i PE 2022-25 B (Lux) SCSp	99% partnership interest	10
3i GP 2022 s.a.r.l	100% ordinary shares	10
3i North American Infrastructure Fund A LP	100% partnership interest	26
3i NAI Holdings LP	100% partnership interest	3
3i North American Infrastructure GP, LLC	100% equity units	26
3i ECW Coinvest GP, LLC	100% equity units	26
3i European Mid-Market Infrastructure GP (2024) Limited	100% ordinary shares	1
3i RR Coinvest GP, LLC	100% equity units	26
3i Aura GP (2022) Limited	100% ordinary shares	1
3i Zephyr GP (2022) Limited	100% ordinary shares	1
3i Infra GP 2022 (Scots) Limited	100% ordinary shares	3
3i Infra 2022 Warehouse LP	100% partnership interest	3
3i 2023 Co-investment LP	100% partnership interest	1
3i MME Coinvest GP, LLC	100% equity units	26
3i NAI Warehouse LP	100% partnership interest	26
3i NAI Warehouse GP LLC	100% equity units	26
3i 2024 Sapphire LP	100% partnership interest	1
3i PE 2025-28 A LP	100% partnership interest	1
3i PE 2025-28 B LP	100% partnership interest	1
3i PE 2025-28 C LP	100% partnership interest	1
3i PE 2025-28 A (Lux) SCSp	100% partnership interest	10
3i PE 2025-28 B (Lux) SCSp	100% partnership interest	10
Associates
3i Growth Carry A LP	25% partnership interest	3
3i Growth Carry B LP	25% partnership interest	3
Strategic Investments FM (Mauritius) B Limited	36% ordinary shares	8
3i Growth Capital B LP	36% partnership interest	1
3i 2020 Co-investment 1 SCSp	31% partnership interest	10
3i 2020 Co-Investment 2 SCSp	27% partnership interest	10
3i 2020 Co-Investment 4 SCSp	43% partnership interest	10
Moon Topco GmbH	49% ordinary shares	13

Description	Holding/share class	Footnote
Layout Holdco A/S	49% ordinary shares	14
Boketto Holdco Limited	47% ordinary shares	15
Klara HoldCo S.A.	43% ordinary shares	10
Shield Holdco LLC	49% equity units	2
Q Holdco Limited	42% ordinary shares	18
3i Infrastructure plc	29% ordinary shares	17
Peer Holding I B.V.	49% ordinary shares	19
AES Engineering Limited	43% ordinary shares	20
Carter Thermal Industries Limited	32% ordinary shares	21
Harper Topco Limited	42% ordinary shares	22
Orange County Fundo de Investmento EM Participacoes	40% equity units	25
Tato Holdings Limited	27% ordinary shares	27
Nimbus Communications Ltd	30% ordinary shares	28
Aurela TopCo GmbH	49% ordinary shares	5
C Medical Holdco, LLC	49% equity units	2
Crown Holdco B.V.	49% ordinary shares	40
3i India Infrastructure Holdings Ltd	21% ordinary shares	8
Racing Topco GmbH	49% ordinary shares	24
Panda Holdco LLC	49% equity units	44
Scandlines Infrastructure ApS	35% ordinary shares	29
Alinghi 1 S.A.S	49% ordinary shares	11
SaniSure Holdings GP LLC	49% equity units	2
New Amsterdam Software GP LLC	49% equity units	30
Garden & House International GmbH	36% ordinary shares	31
T&J Holdco Limited	49% ordinary shares	9
WHCG GP LLC	49% equity units	30
Hydra Holdco B.V.	49% ordinary shares	38
European Bakery Group B.V.	49% ordinary shares	39
Himalaya Topco B.V.	46% ordinary shares	37
MAIT Group GmbH	49% ordinary shares	32
Ten23 Health GP LLC	49% equity units	30
George Topco Limited	49% ordinary shares	33
xSuite Top Holding GmbH	49% ordinary shares	34
Balearia Topco B.V.	49% ordinary shares	35
Kite Topco ApS	49% ordinary shares	36
Pegase 1 SAS	49% ordinary shares	41
Aqua Topco Limited	49% ordinary shares	42
Marathon TopCo GmbH	49% ordinary shares	43

3i Group plc | Annual report and accounts 2025 198

Audited financial statements

Notes to the accounts continued

29 Subsidiaries and related undertakings continued

There are no joint ventures or other significant holdings. The 20 large portfolio companies by fair value are detailed on pages 209 and 210.

The combination of the table above and that on pages 209 and 210 is deemed by the Directors to fulfil the requirements under IFRS 12

on the disclosure of material subsidiaries.

Footnote	Address
1	1 Knightsbridge, London, SW1X 7LX, UK
2	300 Park Avenue, 23rd Fl, New York, NY 10022, USA
3	50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, UK
4	OpernTurm, Bockenheimer Landstresse 2-4, 60306 Frankfurt am Main, Germany
5	Seelbüde 13, 36110 Schlitz, Germany
6	13 Castle Street, St Helier, JE1 1ES, Jersey
7	Level 7, The Capital B-Wing, Bandra Kurla Complex, Bandra East, Mumbai, 400051, India
8	5th Floor, Ebene Esplanade, 24 Bank Street, Cybercity, Ebene, Mauritius
9	Floor 2, Trident 3, Trident Business Park, Styal Road, Manchester, M22 5XB, UK
10	5 place de la gare, L-1616, Luxembourg
11	16 place de l’Iris, 92 400 Courbevoie, France
12	Cornelis Schuytstraat 74, 1071JL Amsterdam, Netherlands
13	Einsteinring 10, 85609 Aschheim, Germany
14	Mørupvej 16 Mørup, 7400 Herning, Denmark
15	New Mill, New Mill Lane, Witney, Oxfordshire, OX29 9SX, UK
16	29-31, rue de Berri, 75008 Paris, France
17	Aztec Group House, IFC 6, The Esplanade, St. Helier, JE2 3BZ, Jersey
18	1 Bartholomew Lane, London, EC2N 2AX, UK
19	Perenmarkt 15, Zwaagdijk East, 1681PG, Netherlands
20	Bradmarsh Business Park, Mill Close, Rotherham, South Yorkshire, S60 1BZ, UK
21	90 Lea Ford Road, Birmingham, B33 9TX, UK
22	25 Eccleston Place, London, SW1W 9NF, UK
23	Nybrogade 12, 1203 Copenhagen, Denmark
24	Schanzenstr. 6-20, Gebäude 2.08, 51063 Cologne, Germany
25	Avenida Brigadeiro Faria Lima, 2055, 19 andar, 01452-001 – Sao Paulo, SP, Brazil
26	Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware, DE 19801, USA
27	Thor Specialities (UK) Limited, Wincham Avenue, Wincham, Northwich, CW9 6GB, UK
28	44 Oberoi Complex, Andheri (West), Mumbai, India
29	Havneholmen 25, 8.,1561 Copenhagen, Denmark
30	251 Little Falls Drive, Wilmington, New Castle, Delaware, DE 19808, USA
31	Bahrenfelder Chaussee 49, 22761, Hamburg, Germany
32	Berner Feld 10, 78628 Rottweil, Germany
33	Milton Gate, 60 Chiswell Street, London, EC1Y 4AG, UK
34	Hamburger Str. 12, 22926 Ahrensburg, Germany
35	Herengracht 262, 1016 BV Amsterdam, Netherlands
36	Kuglegårdsvej 13-17, Building 13 | 1434 Copenhagen, Denmark
37	Aalsvoort 101, 7241 MB Lochem, Netherlands
38	Weidehek 46, 4824 AS Breda, Netherlands
39	Kronosstraat 2, 5048 CE Tilburg, Netherlands
40	Industriepark Vliedberg 12, 5251 RG Vlijmen, Netherlands
41	199 Bureaux de la Colline, Saint Cloud 92210 France
42	c/o Streets, Suite 43 Michael Way, Raunds, Wellingborough, NN9 6GR, UK
43	c/o Meissner Schäfer Thomas Steuerberater Partnerschaftsgesellschaft, Stephanstraße, Frankfurt am Main 60313, Germany
44	18801 North Thompson Peak Parkway Suite D-320, Scottsdale, AZ 85255, USA

3i Group plc | Annual report and accounts 2025 199

Audited financial statements

KPMG LLP’s independent auditor’s report

to the members of 3i Group plc

1. Our opinion is unmodified

In our opinion:

• the financial statements of 3i Group plc give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2025 ,

and of the Group’s profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

• the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied

in accordance with the provisions of the Companies Act 2006; and

• the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

What our opinion covers

We have audited the Group and Parent Company financial statements of 3i Group plc (“the Company”) for the year ended 31 March 2025 (FY2025 ) included

in the Annual Report and Accounts, which comprise:

Group (3i Group plc and its subsidiaries)	Parent Company (3i Group plc)
Consolidated statement of comprehensive income	Company statement of financial position
Consolidated statement of financial position	Company statement of changes in equity
Consolidated statement of changes in equity	Company cash flow statement
Consolidated cash flow statement	Notes to the accounts, including the summary of material accounting policies
Notes to the accounts, including the summary of material accounting policies

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below.

We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion and matters included in this report

are consistent with those discussed and included in our reporting to the Audit and Compliance Committee (“ACC”).

We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with UK ethical requirements, including the FRC

Ethical Standard as applied to listed public interest entities.

2. Overview of our audit

Factors driving our view of risks
Following our FY2024 audit, we have updated our risk assessment based on changes in the Group and the macroeconomic environment. The global macro-economic and geopolitical environment continues to drive our risk assessment as it has the potential to impact both the performance of the portfolio companies, and the equity markets. The macro-economic environment stabilised in 2024, with interest rates across most major economies having seen small reductions and inflation slowly trending towards central bank target levels. Since early 2025, there has been downward pressure and volatility in the global equity markets, primarily driven by the US political environment. In addition, since March 2025, the US government announced a series of new tariffs against all major economies globally. Although some of the tariff arrangements are currently on hold, the tariffs have a multifaceted impact on businesses globally and resulted in significant volatility in the equity markets in early April 2025. The Group’s largest investment, Action, has continued its strong performance, driven by new store openings, growth in like-for-like sales, and a focus on margin management. The rest of the portfolio companies delivered differing levels of performance, with some requiring additional support from 3i. The volatility in the equity markets also impacted the valuations of both listed and unlisted equity. The direct impact for 3i includes the volatility in the multiples and discount rates used to value portfolio companies.		Last year we identified the risk associated with the valuation of unquoted investments to be heightened, due to the challenging macro-economic environment. Whilst we noted improvements in 2024, the market volatility and US tariff situation in early 2025 has resulted in judgement required from the Group in their selection of appropriate valuation inputs, particularly the key assumptions used. These key assumptions continue to be the focus of our audit and are outlined in greater detail in section 4. In the prior period, we identified the carried interest payable included in investment entity subsidiaries as an area where the risk of material misstatement was heightened. Following the reduction in the size of the balance, primarily driven by crystallisations in carried interest schemes relating to Action, we have not assessed this as an area with heightened audit risks this year.

Key Audit Matters (Group and Parent Company)		Vs FY2024	Items
Valuation of Unquoted Investments (Group and Parent Company)			4.1
	Newly identified risk
	Similar risk to FY2024

Increase in risk since FY2024

Decrease in risk since FY2024

3i Group plc | Annual report and accounts 2025 200

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

Audit and compliance committee interaction
During the year, the ACC met 6 times. KPMG are invited to attend all ACC meetings and are provided with an opportunity to meet with the ACC in private sessions without the Executive Directors being present. For the Key Audit Matter, we have set out communications with the ACC in section 4,		including matters that required particular judgement. The matters included in the Audit and Compliance Committee Chair’s report on page 121 are materially consistent with our observations of those meetings.
Our independence
We have fulfilled our ethical responsibilities and remain independent of the Group in accordance with UK ethical requirements, including the FRC Ethical Standard as applied to listed public interest entities. We have not performed any non-audit services during the year ended 31 March 2025 or subsequently which are prohibited by the FRC Ethical Standard. We were first appointed as auditor by the shareholders for the year ended 31 March 2021. The period of total uninterrupted engagement is for the five financial years ended 31 March 2025. The Group engagement partner is required to rotate every 5 years. As these are the fifth set of the Group’s financial statements signed by Jonathan Mills, he will be required to rotate off after this year’s audit.
Materiality (item 6 below)
The scope of our work is influenced by our view of materiality and our assessed risk of material misstatement. We have determined overall materiality for the Group financial statements as a whole at £195m (FY2024: £176m) and for the Parent Company financial statements as a whole at £194m (FY2024: £159m). A key judgement in determining materiality was the most relevant metric to select as the benchmark, by considering which metrics have the greatest bearing on shareholder decisions. Consistent with FY2024, we determined that Total Assets remains the benchmark for the Group as the valuation of the investment portfolio remains the key financial measure. As such, we based our Group materiality on Total Assets, of which it represents 0.75% (FY2024: 0.8%). Materiality for the Parent Company financial statements was determined with reference to a benchmark of Parent Company Total Assets of which it represents 0.76% (FY2024: 0.75%).

Total audit fee	£2.4m (FY2024 : £2.4m)
Audit related fees (including interim review)	£0.4m (FY2024 : £0.4m)
Non-audit fee as a % of total audit and audit related fee %	14% (FY2024 : 14%)
Date first appointed	25 June 2020
Uninterrupted audit tenure	5 years
Next financial period which requires a tender	31 March 2031
Tenure of Group engagement partner	5 years

Materiality levels used in our audit

Group

Group Materiality

GPM

Group Performance

Materiality

PLC

Parent Company

Materiality

AMPT

Reporting Differences

Threshold

l FY2024 £m

l FY2025 £m

Group scope (item 7 below)
We have performed risk assessment and planning procedures to determine which of the Group’s components are likely to include risks of material misstatement to the Group financial statements. We identified the group as a whole to be a single component, having considered our evaluation of the Group’s operational structure, the Group’s legal structure, the existence of common information systems, and our ability to perform audit procedures centrally.		Accordingly, we performed audit procedures on the single component. All procedures were performed by the Group team. We consider the scope of our audit, as communicated to the Audit and Compliance Committee, to be an appropriate basis for our audit opinion.
The impact of climate change on our audit
In planning our audit, we have considered the potential impacts of climate change on the Group’s business and its financial statements. Climate change impacts the Group in a variety of ways including the impact of climate risk on investment valuations, potential reputational risk associated with the Group’s delivery of its climate related initiatives, and greater emphasis on climate related narrative and disclosure in the annual report. The Group’s exposure to climate change is primarily through the portfolio companies, as the key valuation assumptions and estimates may be impacted by climate change risks. We have performed a risk assessment of how the impact of climate change may affect the financial statements and our audit, in particular over the valuation of portfolio companies. Our assessment of the impact of climate change was limited to the valuation of unquoted investments.		For the biggest asset in the portfolio, Action, we read the company’s sustainability report to understand the climate change risks and considered the impact on its valuation. On the basis of the risk assessment procedures performed above, we concluded that, while climate change posed a risk to the determination of the valuation of portfolio companies due to the potential impact on the maintainability of valuation earnings or free cash flow forecasts, the risk was not significant when we considered the portfolio of investments. As a result, there was no material impact from this on our key audit matter. We have also read the disclosure of climate related information in the front half of the annual report as set out on pages 58 to 68 and considered consistency with the financial statements and our audit knowledge. We have not been engaged to provide assurance over the accuracy of these disclosures.

3i Group plc | Annual report and accounts 2025 201

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

3. Going concern, viability and principal risks and uncertainties

The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company or to

cease their operations, and they have concluded that the Group’s and the Parent Company’s financial position means that this is realistic. They have also

concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from

the date of approval of the financial statements (“the going concern period”).

Going concern
We used our knowledge of the Group and Parent Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Group’s and Parent Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Group’s and Parent Company’s available financial resources over this period were: • Continued geopolitical tension and/or macro-economic downturn impacting the performance of portfolio companies, which may require the Group to provide further liquidity support, reduce dividend income and result in delays to the realisation of the Group’s investments; • A material downturn in performance of the Group’s largest portfolio company, Action, resulting in a reduction in dividends or even requiring liquidity support; and • A combination of the two scenarios. We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources indicated by the Group’s financial forecasts. Our procedures also included an assessment of whether the going concern disclosure in Accounting Policy A to the financial statements gives a complete and accurate description of the Directors’ assessment of going concern.		Accordingly, based on those procedures, we found the Directors’ use of the going concern basis of accounting without any material uncertainty for the Group and Parent Company to be acceptable. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Parent Company will continue in operation. Our conclusions • We consider that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; • We have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or Parent Company's ability to continue as a going concern for the going concern period; • We have nothing material to add or draw attention to in relation to the Directors’ statement in Accounting Policy A to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Parent Company’s use of that basis for the going concern period, and we found the going concern disclosure in Accounting Policy A to be acceptable; and • The related statement under the Listing Rules set out on page 148 is materially consistent with the financial statements and our audit knowledge.
Disclosures of emerging and principal risks and longer-term viability
Our responsibility We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to: • the Directors’ confirmation within the Principal risks and mitigations statement that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; • the Principal risks and mitigations disclosures describing these risks and how emerging risks are identified and explaining how they are being managed and mitigated; and • the Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.		We are also required to review the Viability statement set out on pages 128 and 129 under the Listing Rules. Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions, and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and Parent Company’s longer-term viability. Our reporting We have nothing material to add or draw attention to in relation to these disclosures. We have concluded that these disclosures are materially consistent with the financial statements and our audit knowledge.

3i Group plc | Annual report and accounts 2025 202

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

4. Key audit matters

What we mean
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: • the overall audit strategy; • the allocation of resources in the audit; and • directing the efforts of the engagement team. We include below the Key Audit Matter together with our key audit procedures to address that matter and our results from those procedures.		This matter was addressed, and our results are based on procedures undertaken, for the purpose of our audit of the financial statements as a whole. We do not provide a separate opinion on this matter.

4.1 Valuation of unquoted investments (Group and Parent Company)
Financial Statement Elements				Our assessment of risk vs FY2024	Our results
	FY2025	FY2024		Our assessment of the risk is similar to FY2024.	FY2025: Acceptable FY2024: Acceptable
Unquoted investments – Group and parent	£17,500m	£14,193m
Investments in investment entity subsidiaries	£6,916m	£5,804m
Interests in group entities – Parent Company,	£6,385m	£5,804m

Description of the Key Audit Matter		Our response to the risk
Subjective valuation The investment portfolio comprises a number of unquoted investments. As these investments are unquoted and illiquid, the fair value is determined through the application of valuation techniques, which requires the exercise of significant judgement by the Group and Parent Company in relation to the assumptions and inputs into the respective models. The valuations of unquoted financial instruments are considered to have a significant risk due to fraud or error as they are driven by significant unobservable inputs, which present an opportunity for misstatement of financial statements due to significant judgement and related estimation uncertainty. The key areas where we identified greater levels of judgement and therefore increased levels of audit focus in the Group’s valuations are maintainable earnings and market multiples under the market approach, as well as the forecasted cash flow, discount rate and terminal value under the income approach. We have determined that due to the subjective nature of the estimates required in the fair value measurement of unquoted investments and the associated high degree of estimation uncertainty, there is a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. The fair value of assets and liabilities section of the financial statements (pages 176 to 179) disclose the sensitivities estimated by the Group.		Control design: We assessed the design and implementation of the investment valuation processes and controls, as required by professional standards. Benchmarking assumptions: We challenged the Group and Parent Company on key judgements affecting portfolio company valuations by comparing assumptions made to external sources such as management information received from portfolio companies. We used our understanding of the portfolio companies to assess the assumptions around maintainability of earnings, and the comparability of companies selected by management to calibrate their valuations multiple or the discount rate. Our valuation expertise: For a sample of investments, selected based on audit materiality and the risk profile of each investment, we used our own valuations specialists to assist us in assessing the principles and appropriateness of the valuation methodology, critically challenging the key assumptions, and independently providing a reasonable range for earnings multiples and discount rates, where applicable. Understanding of the business: For the largest asset in the portfolio, Action, we visited its Head Office in the Netherlands, and held discussions with Action’s management and external audit team to understand the business strategy, key processes and controls, how accounting estimates are made, and any key audit findings. Historical comparisons: We compared the actual performance or cash flows achieved by portfolio companies to the inputs used in the valuation model for the prior year to understand the reasons for any significant variances and determine whether they are indicative of bias and error in the Group’s approach to valuations. Assessing transparency: We considered the appropriateness, in accordance with relevant accounting standards, of the disclosures in respect of unquoted investments and the effect of changing one or more inputs to reasonably possible alternative valuation assumptions. We performed the testing above rather than seeking to rely on any of the Group's controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described.

3i Group plc | Annual report and accounts 2025 203

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

Communications with the 3i Group plc Audit and Compliance Committee and Valuations committee Our discussions with and reporting to the Audit and Compliance Committee and the Valuations Committee included: • Our approach to the audit of the fair value of the unquoted investment portfolio including details of our planned substantive procedures and the extent of our controls reliance; • Our conclusions on the appropriateness of 3i’s fair value methodology and policy; • Our conclusions on the appropriateness of the valuation outcome for individual portfolio companies and, for the sample of investments where we were assisted by our valuation specialists, an indication of where the Group’s valuations multiple and discount rate (where applicable) falls within our acceptable range; • The adequacy of the sensitivity disclosures, particularly as they relate to valuation inputs; and • Our assessment of whether any misstatement identified through these procedures was material. Areas of particular auditor judgement Auditor judgement is required to assess whether the Directors' estimate of the following key assumptions fall within an acceptable range: • For assets valued using an earnings multiple approach: – Determination of valuation multiples; and – Determination of maintainable earnings (including any earnings adjustments). • For assets valued using a discounted cash flow approach: – Discount rate – Projected cash flows – Terminal value exit multiple, and – Terminal value earnings Our results Based on the risk identified and our procedures performed, we consider the valuation of the unquoted investments to be acceptable (FY2024: acceptable).

Further information in the Annual Report and Accounts: See the Audit and Compliance Committee Report on page 121-126 and the Valuation Committee

report on page 130-134 for details on how the committees considered Valuation as an area of significant attention, and page 174 for the accounting policy

for unquoted investments.

In the prior period, we identified the carried interest payable included in investment entity subsidiaries as a Key Audit Matter. However, following the reduction

in the size of the balance, primarily driven by crystallisations in 3i’s carry interest schemes relating to Action, we have not assessed this as one of the most

significant risks in our current year audit and, therefore, whilst we continue to perform procedures over the carried interest liability, it is not separately identified

in our report this year.

3i Group plc | Annual report and accounts 2025 204

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

5. Our ability to detect irregularities, and our response

Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk assessment
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included the following: • Meetings throughout the year with the Group General Counsel, internal audit and Head of Compliance at which we discussed the Group’s policies and procedures to prevent and detect fraud. Additionally, we obtained and inspected associated supporting documentation such as: – Board and Audit and Compliance Committee minutes; – Internal audit reports; – Internal risk registers; and – Breaches register.		• Enquiries of directors, finance team, the Group General Counsel, the Head of Compliance, internal audit, and the Audit and Compliance Committee as to whether they have knowledge of any actual, suspected, or alleged fraud. • Consideration of the Group’s remuneration policies, key drivers for remuneration and bonus levels; and • Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. The engagement team includes audit partners and staff who have extensive experience of working with companies in the same sector as 3i operates, and this experience was relevant to the discussion about where fraud risks may arise.
Risk communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
Fraud risks
As required by auditing standards, and taking into account possible pressures to meet performance targets, we performed procedures to address the risk of management override of controls, in particular the risk that Group management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as the valuation of the unquoted investment portfolio and investment entity subsidiaries. On this audit we have not identified a significant risk of fraud related to revenue recognition because the Group has a relatively simple revenue model with no material estimation or judgement; the simple nature and low volume of individual revenue transactions means there is a remote risk of material misstatement from fraudulent manipulation, and opportunities for a material misstatement due to fraudulent revenue recognition are limited due to the nature of the portfolio income received.		We identified an additional fraud risk relating to the valuation of unquoted investments held on balance sheet and within investment entity subsidiaries. As these investments are unquoted and illiquid, they are valued using valuation techniques. Such techniques are subjective and involve the exercise of judgement by the Group and Parent Company over areas such as maintainability of earnings used in valuations, the determination of earnings multiples, and projected cash flows, discount factors and terminal values for discounted cash flow valuations. In addition, the valuation of unquoted investments drives the share price of the Group, which in turn drives remuneration of the Executive Directors, and is a key indicator for their performance. Due to the highly judgemental nature of these valuations, the reliance on unobservable inputs, and the linkage to Executive Directors’ remuneration, we consider there to be increased risk of fraud in relation to the valuation of unquoted investment portfolio.
Link to KAMs
Further detail in respect to procedures performed over the valuation of unquoted investments is contained within the key audit matter disclosures in section 4.1 of this report.
Procedures to address fraud risks
We performed substantive audit procedures including: • Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included post close journals, those journals containing high risk key words, and unusual pairings; and		• Assessing significant accounting estimates, including valuation of unquoted investments and investment entity subsidiaries, for any indicators of management bias.
Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws and regulations
Laws and regulations risk assessment
Identifying and responding to risks of material misstatement related to compliance with laws and regulations. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the Directors and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence and discussed with the Directors and other management the policies and procedures regarding compliance with laws and regulations.		As the Group is regulated and operates in a highly regulated environment, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements. Our assessment included inspection of key frameworks, policies and standards in place and understanding and evaluating the role of the compliance function in establishing these and monitoring compliance.
Risk communications
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
Direct laws context and link to audit
The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation.		We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

3i Group plc | Annual report and accounts 2025 205

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

Most significant indirect law/regulation areas
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the Group’s license to operate in countries where the non-adherence to laws could prevent trading in such countries. We identified the following areas as those most likely to have such an effect: • Anti-bribery and corruption; • Competition legislation; • Pensions legislation;		• Regulatory capital and liquidity; • Health and safety legislation; • Market abuse regulations; and • Certain aspects of company legislation recognising the financial and regulated nature of two of the Group’s subsidiaries and their legal form. Auditing standards limit the required audit procedures to identify non- compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non- compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.		In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non- compliance with all laws and regulations.

6. Our determination of materiality

The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us

determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements, both individually and in the

aggregate, on the financial statements as a whole.

£195m (FY2024: £176m) Materiality for the group financial statements as a whole		What we mean A quantitative reference for the purpose of planning and performing our audit. Basis for determining materiality and judgements applied Materiality for the Group financial statements as a whole was set at £195m (FY2024: £176m). Consistent with FY2024, we determined that Total Assets remains the main benchmark for the Group as the valuation of the investment portfolio remains the key financial measure.		Our Group materiality of £195m was determined by applying a percentage to the Total Assets. When using an asset related measure to determine overall materiality, KPMG’s approach for listed public interest entities considers a guideline range 0.5% - 1% of the measure. In setting overall Group materiality, we applied a percentage of 0.75% (FY2024: 0.8%) to the benchmark. Materiality for the Parent Company financial statements as a whole was set at £194m (FY2024: £159m), determined with reference to a benchmark of Parent Company total assets, of which it represents 0.76% (FY2024: 0.75%).
£146m (FY2024: £132m) Performance materiality		What we mean Our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Basis for determining performance materiality and judgements applied We have considered performance materiality at a level of 75% (FY2024: 75%) of materiality for 3i Group financial statements		as a whole to be appropriate. The Parent Company performance materiality was set at £145m (FY2024: £119m), which equates to 75% (FY2024: 75%) of materiality for the Parent Company financial statements as a whole. We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
£10m (FY2024: £9m) Audit misstatement posting threshold		What we mean This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point of view. We may become aware of misstatements below this threshold which could alter the nature, timing, and scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud. This is also the amount above which all misstatements identified are communicated to 3i Group plc’s Audit and Compliance Committee.		Basis for determining the audit misstatement posting threshold and judgements applied We set our audit misstatement posting threshold at 5% (FY2024: 5%) of our materiality for the Group financial statements. We also report to the Audit and Compliance Committee any other identified misstatements that warrant reporting on qualitative grounds.

The overall materiality for the Group financial statements of £195m (FY2024: £176m) compares as follows to the main financial statement

caption amounts:

	Total Gross investment income		Group profit for the year		Total Group Net Assets
	FY2025	FY2024	FY2025	FY2024	FY2025	FY2024
Financial statement Caption	£5,062m	£3,877m	£5,038m	£3,836m	£24,611m	£20,170m
Group Materiality as % of caption	3.9%	4.5%	3.9%	4.6%	0.8%	0.9%

3i Group plc | Annual report and accounts 2025 206

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

7. The scope of our audit

Group scope
What we mean How the Group audit team determined the procedures to be performed across the Group.
This year, we applied the revised group auditing standard in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the identification of components, and how the audit procedures are planned and executed across components. In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial information to how we, as the group auditor, plan to perform audit procedures to address group risks of material misstatement (“RMMs”). Similarly, the group auditor has an increased role in designing the audit procedures as well as making decisions on where these procedures are performed and how these procedures are executed and supervised. As a result, we assess scoping and coverage in a different way and comparison to prior period coverage figures are not meaningful. In this report we provide an indication of scope coverage on the new basis. We performed risk assessment procedures to determine which of the Group’s components are likely to include risk of material misstatement to the Group financial statements and which procedures to perform at these components to address those risks.		We identified the group as a whole to be a single component, having considered our evaluation of the Group’s operational structure, the Group’s legal structure, the existence of common information systems, and our ability to perform audit procedures centrally. Accordingly, we performed audit procedures on the single component. We consider the scope of our audit, as communicated to the Audit and Compliance Committee, to be an appropriate basis for our audit opinion. Impact of controls on our Group audit We did not plan to rely on controls in our audit because we believe that either it is more effective to perform a predominantly substantive audit approach or the nature of the financial statement account balance is such that we would expect to obtain audit evidence primarily through substantive procedures. We identified the Group’s financial reporting system to be the main IT system relevant to our audit. We involved IT auditors to assist us in obtaining an understanding of the processes and controls within this financial reporting system. The findings identified in this process related to segregation of duties does not affect our planned audit approach.
Group audit team oversight
What we mean The extent of the Group audit team’s involvement in component audits.		As outlined above, we identified the Group as a single component. The Group engagement team performed audit procedures over this component and, as such, no component auditors were involved.

8. Other information in the annual report

The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial

statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form

of assurance conclusion thereon.

All other information
Our responsibility Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge.		Our reporting Based solely on that work we have not identified material misstatements or inconsistencies in the other information.
Strategic report and Directors’ report
Our responsibility and reporting Based solely on our work on the other information described above we report to you as follows: • we have not identified material misstatements in the strategic report and the Directors’ report; • in our opinion the information given in those reports for the financial year is consistent with the financial statements; and • in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
Our responsibility We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.		Our reporting In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance disclosures
Our responsibility We are required to perform procedures to identify whether there is a material inconsistency between the financial statements and our audit knowledge, and: • the Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy;		• the section of the annual report describing the work of the Audit and Compliance Committee, including the significant issues that the Audit and Compliance Committee considered in relation to the financial statements, and how these issues were addressed; and • the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal control systems. Our reporting Based on those procedures, we have concluded that each of these disclosures is materially consistent with the financial statements and our audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.		Our reporting We have nothing to report in this respect.

3i Group plc | Annual report and accounts 2025 207

Audited financial statements

KPMG LLP’s independent auditor’s report to the members of 3i Group plc continued

Other matters on which we are required to report by exception
Our responsibility Under the Companies Act 2006, we are required to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit.		Our reporting We have nothing to report in these respects.

9. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 153, the Directors are responsible for: the preparation of the financial statements including being

satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error; assessing the Group and Parent Company’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Parent

Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud

or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format specified in

the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with that format.

10. The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been

undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body,

for our audit work, for this report, or for the opinions we have formed.

Jonathan Mills (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

Canary Wharf

London

E14 5GL

14 May 2025

3i Group plc | Annual report and accounts 2025 208

What’s in this section
20 large investments	209
Portfolio valuation – an explanation	211
Information for shareholders	212
Glossary	214

Portfolio and

other information

3i Group plc | Annual report and accounts 2025 209

Portfolio and other information

20 large investments

The 20 investments listed below account for 95% of the portfolio at 31 March 2025 (31 March 2024: 95%). One portfolio company has been

excluded due to commercial sensitivity. All investments have been assessed to establish whether they classify as accounting subsidiaries under

IFRS and/or subsidiaries under the UK Companies Act. This assessment forms the basis of our disclosure of accounting subsidiaries in the

financial statements.

The UK Companies Act defines a subsidiary based on voting rights, with a greater than 50% majority of voting rights resulting in an entity

being classified as a subsidiary. IFRS 10 applies a wider test and, if a Group is exposed, or has rights to variable returns from its involvement

with the investee and has the ability to affect these returns through its power over the investee then it has control, and hence the investee is

deemed an accounting subsidiary. Controlled subsidiaries under IFRS are noted below. None of these investments are UK Companies Act

subsidiaries.

In accordance with Part 5 of The Alternative Investment Fund Managers Regulations 2013 (“the Regulations”), 3i Investments plc, as AIFM,

requires all controlled portfolio companies to make available to employees an annual report which meets the disclosure requirements

of the Regulations. These are available either on the portfolio company’s website or through filing with the relevant local authorities.

		Residual	Residual
	Business line	cost1	cost1	Valuation2	Valuation2
	Geography	March	March	March	March
Investment	First invested in	2025	2024	2025	2024		Relevant transactions
Description of business	Valuation basis	£m	£m	£m	£m		in the year
Action*	Private Equity	1,877	1,108	17,831	14,158		£1,164 million of capital
General merchandise discount retailer	Netherlands						restructuring proceeds,
	2011						£433 million cash
	Earnings						dividends received and
							reinvestment of £768 million
Royal Sanders*	Private Equity	204	165	865	580		Acquisition of Karium in
Private label and contract manufacturing producer of personal care products	Netherlands						June 2024 and Treaclemoon
	2018						in February 2025.
	Earnings						£39m further investment
3i Infrastructure plc*	Infrastructure	305	305	856	879		£33 million dividend
Quoted investment company, investing in infrastructure	UK						received
	2007
	Quoted
Cirtec Medical*	Private Equity	172	172	614	586
Outsourced medical device manufacturing	US
	2017
	Earnings
Scandlines	Scandlines	531	530	529	519		£22 million dividend
Ferry operator between Denmark and Germany	Denmark/ Germany						received
	2018
	DCF
AES	Private Equity	30	30	419	403		£4 million dividend received.
Manufacturer of mechanical seals and provider of reliability services	UK						Acquired Condition
	1996						Monitoring Services in
	Earnings						August 2024 and PSS
							Marine Seal in October 2024
Tato	Private Equity	2	2	382	335		£13 million dividend
Manufacturer and seller of specialty chemicals	UK						received
	1989
	Earnings
Evernex*	Private Equity	332	316	350	331		Acquired Ultra Support
Provider of third-party maintenance services for data centre infrastructure	France						in November 2024
	2019
	Earnings

3i Group plc | Annual report and accounts 2025 210

Portfolio and other information

20 large investments continued

		Residual	Residual
	Business line	cost1	cost1	Valuation2	Valuation2
	Geography	March	March	March	March
Investment	First invested in	2025	2024	2025	2024		Relevant transactions
Description of business	Valuation basis	£m	£m	£m	£m		in the year
SaniSure*	Private Equity	76	76	324	334
Manufacturer, distributor and integrator of single-use bioprocessing systems and components	US
	2019
	Earnings
Smarte Carte*	Infrastructure	196	194	308	306		£6 million interest income
Provider of self-serve vended luggage carts, electronic lockers and concession carts	US						received
	2017
	DCF
European Bakery Group*	Private Equity	63	84	278	267		Return of funding of
Industrial bakery group specialised in bake-off bread and snack products	Netherlands						£22 million
	2021
	Earnings
Audley Travel*	Private Equity	338	303	276	192
Provider of experiential tailor-made travel	UK
	2015
	Earnings
ten23 health*	Private Equity	183	129	250	192		£54 million further
Biologics focused CDMO	Switzerland						investment
	2021
	Other
Luqom*	Private Equity	273	262	218	222
Online lighting specialist retailer	Germany
	2017
	Earnings
Q Holding*	Private Equity	162	162	172	150
Manufacturer of catheter products serving the medical device market	US
	2014
	Earnings
xSuite*	Private Equity	98	93	122	98		£5 million invested to
Accounts payable process automation specialist focused on the SAP ecosystem	Germany						support the acquisition
	2022						of tangro in June 2024
	Earnings
BoConcept*	Private Equity	131	121	121	133
Urban living designer	Denmark
	2016
	Earnings
WaterWipes*	Private Equity	121	–	117	–		Acquired in January 2025
Global, premium, natural wet wipe brand	Ireland
	2025
	Price of recent investment
MAIT*	Private Equity	53	53	110	100		Acquired CAD ‘N ORG and
IT services provider of PLM & ERP software applications and IT infrastructure solutions for larger SME clients in the DACH region	Germany						ISAP in April 2024, and TFH
	2021						Technical Services in
	Earnings						November 2024
	Dynatect*	Private Equity	65	65	108	130
Manufacturer of engineered, mission critical protective equipment	US
	2014
	Earnings
		5,212	4,170	24,250	19,915

*Controlled in accordance with IFRS.

1 Residual cost includes cash investment and interest, net of cost disposed.

2 Valuation represents our unrealised value at the relevant date and does not include any realised proceeds and dividends received under our ownership.

3i Group plc | Annual report and accounts 2025 211

Portfolio and other information

Portfolio valuation – an explanation

Policy

The valuation policy is the responsibility of the Board, with additional

oversight and annual review from the Valuations Committee. The

policy is reviewed at least annually, with the last update in January

2025 . Our policy is to value 3i’s investment portfolio at fair value

and we achieve this by valuing investments on an appropriate basis,

applying a consistent approach across the portfolio. The policy

ensures that the portfolio valuation is compliant with the fair value

guidelines under IFRS and, in so doing, is also compliant with

the IPEV guidelines. The policy covers the Group’s Private Equity,

Infrastructure and Scandlines investment valuations. Valuations

of the investment portfolio of the Group and its subsidiaries

are performed at each quarter end.

Fair value is the underlying principle and is defined as “the price

that would be received to sell an asset in an orderly transaction

between market participants at the measurement date” (IPEV

guidelines, December 2022). Fair value is an estimate and,

as such, determining fair value requires the use of judgement.

The quoted assets in our portfolio are valued at their closing

bid price at the balance sheet date. The majority of the portfolio,

however, is represented by unquoted investments.

Private Equity unquoted valuation

To arrive at the fair value of the Group’s unquoted Private Equity

investments, we first estimate the entire value of the company we

have invested in – the enterprise value. We then apportion that

enterprise value between 3i, other shareholders and lenders.

Determining enterprise value

The enterprise value is determined using one of a selection of

methodologies depending on the nature, facts and circumstances

of the investment.

Where possible, we use methodologies which draw heavily on

observable market prices, whether listed equity markets or

reported merger and acquisition transactions, and trading updates

from our portfolio.

As unquoted investments are not traded on an active market, the

Group adjusts the estimated enterprise value by a liquidity discount.

The liquidity discount is applied to the total enterprise value and we

apply a higher discount rate for investments where there are material

restrictions on our ability to sell at a time of our choosing.

Note 13 Fair values of assets and liabilities outlines in more detail

the range of valuation methodologies available to us, as well as the

inputs and adjustments necessary for each. The fair value of each

investment has been assessed on a case-by-case basis considering

historical, current and forward looking data. Where forward-looking

data forms the base of a valuation, the accuracy, reliability and

maintainability of these forecasts has been considered.

Apportioning the enterprise value between 3i,

other shareholders and lenders

Once we have estimated the enterprise value, the following steps

are taken:

(1) We subtract the value of any claims, net of free cash balances

that are more senior to the most senior of our investments.

(2) The resulting attributable enterprise value is apportioned to

the Group’s investment, and equal ranking investments by other

parties, according to contractual terms and conditions, to arrive

at a fair value of the entirety of the investment. The value is then

distributed amongst the different loan, equity and other financial

instruments accordingly.

(3) If the value attributed to a specific shareholder loan investment

in a company is less than its carrying value, a shortfall is implied,

which is recognised in our valuation. In exceptional cases, we may

judge that the shortfall is temporary; to recognise the shortfall

in such a scenario would lead to unrepresentative volatility

and hence we may choose not to recognise the shortfall.

Other factors

In applying this framework, there are additional considerations

that are factored into the valuation of some assets.

Impacts from structuring

Structural rights are instruments convertible into equity or cash

at specific points in time or linked to specific events. For example,

where a majority shareholder chooses to sell, and we have a minority

interest, we may have the right to a minimum return on our

investment.

Debt instruments, in particular, may have structural rights. In the

valuation, it is assumed third parties, such as lenders or holders of

convertible instruments, fully exercise any structural rights they might

have if they are “in the money”, and that the value to the Group

may therefore be reduced by such rights held by third parties.

The Group’s own structural rights are valued on the basis they

are exercisable on the reporting date.

Infrastructure unquoted valuation

The primary valuation methodology used for unquoted Infrastructure

investments is the DCF method. Fair value is estimated by deriving

the present value of the investment using reasonable assumptions

of expected future cash flows and the terminal value and date, and

the appropriate risk-adjusted discount rate that quantifies the risk

inherent to the investment. The discount rate is estimated with

reference to the market risk-free rate, a risk-adjusted premium

and information specific to the investment or market sector.

Scandlines unquoted valuation

Scandlines is valued on a DCF basis. This is consistent with

the Infrastructure methodology.

3i Group plc | Annual report and accounts 2025 212

Portfolio and other information

Information for shareholders

Financial calendar

Ex-dividend date	Thursday 19 June 2025
Record date	Friday 20 June 2025
Annual General Meeting	Thursday 26 June 2025
Second FY2025 dividend to be paid	Friday 25 July 2025
Half-year results (available online only)	November 2025
First FY2026 dividend expected to be paid	January 2026

Information on ordinary shares

Shareholder profile: Location of investors at 31 March 2025

UK	45%
North America	39%
Continental Europe	13%
Other international	3%

Share price

Share price at 31 March 2025	3,616
High during the year 18 February 2025	4,134
Low during the year 9 April 2024	2,777

Dividends paid in the year to 31 March 2025

Second FY2024 dividend, paid 26 July 2024	34.5p
First FY2025 dividend, paid 10 January 2025	30.5p

Balance analysis summary

	Number of holdings			Balance as at 31 March 2025
Range	Individuals	Corporate bodies	Number of shares	% shares	Total holdings	Individual shares	Corporate shares
1–1,000	8,617	189	3,672,508	0.38	8,806	3,598,823	73,685
1,001–10,000	3,571	457	9,703,307	1.00	4,028	7,723,137	1,980,170
10,001–100,000	84	547	22,881,160	2.35	631	1,924,226	20,956,934
100,001–1,000,000	4	413	146,326,100	15.03	417	536,418	145,789,682
1,000,001–10,000,000	–	119	331,873,671	34.09	119	–	331,873,671
10,000,001–highest	–	14	458,942,232	47.15	14	–	458,942,232
Total	12,276	1,739	973,398,978	100.00	14,015	13,782,604	959,616,374

The table above provides details of the number of shareholdings within each of the bands stated in the register of members at 31 March 2025 .

It should be noted that because many individuals and institutions hold shares through nominees (such as brokers, investment managers

or investment platforms) the actual number of beneficial owners of shares will be greater than the numbers of holdings in the above table.

3i Group plc | Annual report and accounts 2025 213

Portfolio and other information

Information for shareholders continued

The Common Reporting Standard

Tax legislation under the Organisation for Economic Co-operation

and Development (“OECD”) Common Reporting Standard for

Automatic Exchange of Financial Account Information requires

investment trust companies to provide information about certain

shareholders in the company to HMRC. As an investment trust

company, 3i Group plc is required to provide information annually

to HMRC on certain certificated shareholders and corporate entities.

This information includes country of tax residency as well as details

of shares held and dividends received. HMRC may in turn exchange

such information with the tax authorities of another country or

countries in which the shareholder may be tax resident, where those

countries (or tax authorities in those countries) have entered into

agreements with the UK to exchange financial account information.

Certain shareholders have been and will in future be sent a self-

certification form for the purposes of collecting required information.

Boiler room and other scams

Shareholders should be wary of any unsolicited investment advice,

offers to buy shares at a discounted price or offers to buy 3i

shareholdings. These fraudsters use persuasive and high-pressure

tactics to lure shareholders into scams. We have become aware

of what appears to be an increase in calls to current and former

3i shareholders.

The Financial Conduct Authority (“FCA”) has found that victims

of share fraud are often seasoned investors with victims losing

an average of £20,000.

Please keep in mind that firms authorised by the FCA are unlikely

to contact you unexpectedly with an offer to buy or sell shares.

You should consider getting independent financial or professional

advice before you hand over any money or even share any

information with them.

If you receive any unsolicited approaches or investment advice,

you should proceed with caution. Steps that you might wish to take

could include the following:

• always ensure the firm is on the FCA Register and is allowed to give

financial advice before handing over your money. You can check

at www.fca.org.uk/register;

• double-check the caller is from the firm they say they are – ask for

their name and telephone number and say you will call them back.

Check their identity by calling the firm using the contact number

listed on the FCA Register. This is important as there have been

instances where an authorised firm’s website has been cloned but

with a few subtle changes, such as a different phone number or

false email address;

• check the FCA’s list of known unauthorised overseas firms.

However, these firms change their name regularly, so even if a firm

is not listed it does not mean they are legitimate. Always check

that they are listed on the FCA Register; and

• if you have any doubts, call the FCA Consumer Helpline

on 0800 111 6768. If you deal with an unauthorised firm,

you will not be eligible to receive payment under the

Financial Services Compensation Scheme.

Annual reports and Half-yearly reports online

If you would prefer to receive shareholder communications

electronically in future, including annual reports and notices

of meetings, please visit our Registrars’ website at

www.shareview.co.uk/clients/3isignup and follow the instructions

there to register.

The 2025 Half-yearly report will be available online only. Please

register to ensure you are notified when it becomes available

at www.3i.com/investor-relations/financial-news.

More general information on electronic communications

is available on our website at www.3i.com/investor-relations/

shareholder-centre/.

Investor relations enquiries

For all investor relations enquiries about 3i Group plc, including

requests for further copies of the Annual report and accounts,

please contact:

Investor relations

3i Group plc

1 Knightsbridge

London, SW1X 7LX

Telephone +44 (0)20 7975 3131

email IRTeam@3i.com

or visit the Investor relations section of our website at www.3i.com/

investor-relations, for full up-to-date investor relations information,

including the latest share price, results presentations and financial

news.

Registrars

For shareholder administration enquiries, including changes

of address please contact:

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex, BN99 6DA

Telephone 0371 384 2031

Lines are open from 8.30am to 17.30pm (UK time), Monday to Friday

(excluding public holidays in England and Wales).

3i Group plc | Annual report and accounts 2025 214

Portfolio and other information

Glossary

Alternative Investment Funds (“AIFs”) At 31 March 2025,

3i Investments plc as AIFM, managed seven AIFs. These were

3i Group plc, 3i Growth Capital B LP, 3i Growth Capital C LP,

3i Europartners Va LP, 3i Europartners Vb LP, 3i Managed

Infrastructure Acquisitions LP and 3i Infrastructure plc.

Alternative Investment Fund Manager (“AIFM”) is the regulated

manager of AIFs. Within 3i, these are 3i Investments plc and

3i Investments (Luxembourg) SA.

Approved Investment Trust Company This is a particular UK tax

status maintained by 3i Group plc, the parent company of 3i Group.

An approved Investment Trust company is a UK company which

meets certain conditions set out in the UK tax rules which include

a requirement for the company to undertake portfolio investment

activity that aims to spread investment risk and for the company’s

shares to be listed on an approved exchange. The “approved” status

for an investment trust must be agreed by the UK tax authorities

and its benefit is that certain profits of the company, principally

its capital profits, are not taxable in the UK.

Assets under management (“AUM”) A measure of the total

assets that 3i has to invest or manages on behalf of shareholders

and third-party investors for which it receives a fee. AUM is measured

at fair value. In the absence of a third-party fund in Private Equity,

it is not a measure of fee generating capability.

B2B Business-to-business.

Board The Board of Directors of the Company.

CAGR is the compound annual growth rate.

Capital redemption reserve is established in respect

of the redemption of the Company’s ordinary shares.

Capital reserve recognises all profits and losses that are capital

in nature or have been allocated to capital. Following changes

to the Companies Act, the Company amended its Articles

of Association at the 2012 Annual General Meeting to allow

these profits to be distributable by way of a dividend.

Carried interest payable is accrued on the realised and

unrealised profits generated taking relevant performance hurdles

into consideration, assuming all investments were realised at the

prevailing book value. Carried interest is only actually paid when

the relevant performance hurdles are met and the accrual is

discounted to reflect expected payment periods.

Carried interest receivable The Group earns a share of profits

from funds which it manages on behalf of third parties. These profits

are earned when the funds meet certain performance conditions and

are paid by the fund once these conditions have been met on a cash

basis. The carried interest receivable may be subject to clawback

provisions if the performance of the fund deteriorates following

carried interest being paid.

CDMO stands for a contract development and manufacturing

organisation.

Company 3i Group plc.

DACH The region covering Austria, Germany and Switzerland.

DCF Discounted cash flow.

Discounting The reduction in present value at a given date

of a future cash transaction at an assumed rate, using a discount

factor reflecting the time value of money.

EBITDA is defined as earnings before interest, taxation, depreciation

and amortisation and is used as the typical measure of portfolio

company performance.

EBITDA multiple Calculated as the enterprise value over EBITDA,

it is used to determine the value of a company.

Executive Committee The Executive Committee is responsible

for the day-to-day running of the Group (see page 104).

Fair value movements on investment entity subsidiaries

The movement in the carrying value of Group subsidiaries, classified

as investment entities under IFRS 10, between the start and end

of the accounting period converted into sterling using the exchange

rates at the date of the movement.

3i Group plc | Annual report and accounts 2025 215

Portfolio and other information

Glossary continued

Fair value through profit or loss (“FVTPL”) is an IFRS measurement

basis permitted for assets and liabilities which meet certain criteria.

Gains and losses on assets and liabilities measured as FVTPL are

recognised directly in the Statement of comprehensive income.

Fee income (or Fees receivable) is earned for providing services

to 3i’s portfolio companies and predominantly falls into one of two

categories. Negotiation and other transaction fees are earned for

providing transaction related services. Monitoring and other ongoing

service fees are earned for providing a range of services over

a period of time.

Fees receivable from external funds are earned for providing

management and advisory services to a variety of fund partnerships

and other entities. Fees are typically calculated as a percentage

of the cost or value of the assets managed during the year and are

paid quarterly, based on the assets under management to date.

Foreign exchange on investments arises on investments made

in currencies that are different from the functional currency of the

Company. Investments are translated at the exchange rate ruling

at the date of the transaction. At each subsequent reporting date

investments are translated to sterling at the exchange rate ruling

at that date.

Gross investment return (“GIR”) includes profit and loss on

realisations, increases and decreases in the value of the investments

we hold at the end of a period, any income received from the

investments such as interest, dividends and fee income, movements

in the fair value of derivatives and foreign exchange movements. GIR

is measured as a percentage of the opening portfolio value.

Interest income from investment portfolio is recognised

as it accrues. When the fair value of an investment is assessed to be

below the principal value of a loan, the Group recognises a provision

against any interest accrued from the date of the assessment going

forward until the investment is assessed to have recovered in value.

International Financial Reporting Standards (“IFRS”) are

accounting standards issued by the International Accounting

Standards Board (“IASB”). The Group’s consolidated financial

statements are prepared in accordance with UK adopted

international accounting standards.

Investment basis Accounts prepared assuming that IFRS 10 had not

been introduced. Under this basis, we fair value portfolio companies

at the level we believe provides useful comprehensive financial

information. The commentary in the Strategic report refers to this

basis as we believe it provides a more understandable view of our

performance.

IRR Internal Rate of Return.

Key Performance Indicator (“KPI”) is a measure by reference

to which the development, performance or position of the Group

can be measured effectively.

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

for the previous period.

Liquidity includes cash and cash equivalents (as per the Investment

basis Consolidated cash flow statement) and undrawn RCF.

Money multiple is calculated as the cumulative distributions plus

any residual value divided by paid-in capital.

Net asset value (“NAV”) is a measure of the fair value of our

proprietary investments and the net costs of operating the business.

Operating cash profit is the difference between our cash income

(consisting of portfolio interest received, portfolio dividends received,

portfolio fees received and fees received from external funds as per

the Investment basis Consolidated cash flow statement) and our

operating expenses and lease payments (as per the Investment

basis Consolidated cash flow statement).

Operating profit includes gross investment return, management

fee income generated from managing external funds, the costs

of running our business, net interest payable, exchange movements,

other income, carried interest and tax.

Organic growth is the growth a company achieves by increasing

output and enhancing sales internally.

3i Group plc | Annual report and accounts 2025 216

Portfolio and other information

Glossary continued

Performance fee receivable The Group earns a performance fee

from the investment management services it provides to 3i

Infrastructure plc (“3iN”) when 3iN’s total return for the year exceeds

a specified threshold. This fee is calculated on an annual basis

and paid in cash early in the next financial year.

Portfolio effect is the level of risk based on the diversity

of the investment portfolio.

Portfolio income is that which is directly related to the return from

individual investments. It is comprised of dividend income, income

from loans and receivables and fee income.

Proprietary Capital is shareholders’ capital which is available

to invest to generate profits.

Public Private Partnership (“PPP”) is a government service

or private business venture which is funded and operated through

a partnership of government and one or more private sector

companies.

Realised profits or losses over value on the disposal of

investments is the difference between the fair value of the

consideration received, less any directly attributable costs, on the sale

of equity and the repayment of loans and receivables and its carrying

value at the start of the accounting period, converted into sterling

using the exchange rates at the date of disposal.

Revenue reserve recognises all profits and losses that are revenue

in nature or have been allocated to revenue.

Revolving Credit Facility (“RCF”) The Group has access to a credit

line which allows us to access funds when required to improve our

liquidity.

Run-rate is a financial performance metric, which captures the future

predicted growth of a portfolio company’s financial performance.

Segmental reporting Operating segments are reported in a manner

consistent with the internal reporting provided to the Chief Executive

who is considered to be the Group’s chief operating decision maker.

All transactions between business segments are conducted on an

arm’s length basis, with intrasegment revenue and costs being

eliminated on consolidation. Income and expenses directly

associated with each segment are included in determining business

segment performance.

Share-based payment reserve is a reserve to recognise those

amounts in retained earnings in respect of share-based payments.

SORP means the Statement of Recommended Practice: Financial

Statements of Investment Trust Companies and Venture Capital

Trusts.

Syndication is the sale of part of our investment in a portfolio

company to a third party, usually within 12 months of our initial

investment and for the purposes of facilitating investment by a co-

investor or portfolio company management in line with our original

investment plan. A syndication is treated as a negative investment

rather than a realisation.

Total return comprises operating profit less tax charge less

movement in actuarial valuation of the historic defined benefit

pension scheme.

Total Shareholder Return (“TSR”) is the measure of the overall

return to shareholders and includes the movement in the share price

and any dividends paid, assuming that all dividends are reinvested

on their ex‑dividend date.

Translation reserve comprises all exchange differences arising from

the translation of the financial statements of international operations.

Unrealised profits or losses on the revaluation of investments is

the movement in the carrying value of investments between the start

and end of the accounting period converted into sterling using the

exchange rates at the date of the movement.

3i Group plc

Registered office: 1 Knightsbridge,

London, SW1X 7LX, UK

Registered in England No. 1142830

An investment company as defined by

section 833 of the Companies Act 2006

This report was printed by Pureprint Group using

their environmental print technology which

minimises the negative environmental impacts

of the printing process. Vegetable-based inks

were used throughout and 99% of the dry waste

and 95% of the cleaning solvents associated

with this production were recycled. This report

is printed on Revive 100, made from 100% FSC®

Recycled certified fibre sourced from de-inked

post-consumer waste. The printer and the

manufacturing mill are both credited with

ISO 14001 Environmental Management Systems

Standard and both are FSC® certified. The mill

also holds EMAS, the EU Eco-label. Revive 100

is a Carbon balanced paper which means that the

carbon emissions associated with its manufacture

have been measured and offset using the World

Land Trust’s Carbon Balanced scheme.

FSC® – Forest Stewardship Council®

This ensures that there is an audited chain

of custody from the tree in the well-managed

forest through to the finished document in

the printing factory.

ISO 14001

A pattern of control for an environmental

management system against which an

organisation can be accredited by a third party.

Designed and produced by Radley Yeldar

www.ry.com

3i Group plc

www.3i.com

1 Knightsbridge, London, SW1X 7LX, UK

Telephone +44 (0)20 7975 3131

THR27389

Register online

To receive shareholder communications

electronically, including reports and notices

of meetings, please register at

www.3i.com/investor-relations

Sign up for 3i news

To be kept up-to-date with 3i’s latest financial

news and press releases, sign up for alerts at

www.3i.com/investor-relations