Pantheon International Plc
Annual Report and Accounts 2026
ACCESS.
OPPORTUNITY.
GROWTH.
Governance
Board of Directors 61
Directors’ Report
64
Statement on Corporate Governance 70
Audit Committee Report 80
Directors’ Remuneration Report 84
Directors’ Responsibility Statement 89
Independent Auditor’s Report 90
Financial Statements
Income Statement 99
Statement of Changes in Equity 100
Balance Sheet 101
Cash Flow Statement 102
Notes to the Financial Statements 103
Other Information
Investment Policy 129
AIFMD Disclosures 130
Alternative Performance Measures 132
Glossary of Terms 136
Directors and Advisers 138
Strategic Report (Part 1)
PIN at a Glance 01
Financial Highlights
02
Chair’s Statement 03
Our Strategy 08
Our Investment Model 12
Manager’s Review
Manager’s Review 15
Spotlight on The Private Equity Secondary Market 25
Software: The Private Equity Perspective 27
Executive Management Team 33
Supporting Analysis (unaudited)
Investment Activity 36
Net Portfolio Cash Flow 38
Exit Activity 40
Largest 50 Companies by Value 41
Largest 50 Managers by Value 43
Strategic Report (Part 2)
Key Performance Indicators 46
Risk Management and Framework 49
Risk Management and Principal Risks 51
Directors’ Duties and Stakeholder Engagement 54
Viability Statement 59
Retail investors advised by independent financial
advisers
The Company currently conducts its affairs so that its
shares can be recommended by independent financial
advisers to retail private investors in accordance with
the Financial Conduct Authority (“FCA”) rules in relation
to non-mainstream investment products.
The shares are excluded from the FCA’s restrictions,
which apply to non-mainstream investment products
because they are shares in a UK-listed investment trust.
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CONTENTS
Pantheon International Plc Annual Report and Accounts 2026Strategic Report (1) Manager’s Review Strategic Report (2) Governance Financial Statements Other Information
PIN AT A GLANCE
About PIN
A share in Pantheon International Plc
(“PIN” or “the Company”) provides access
toa high-quality, diversified and global
portfolio of private equity-backed companies
that would otherwise be inaccessible
tomany investors. Shares in PIN can
beboughtand sold like any other
listedcompany.
PIN is actively managed by Pantheon, one
of the leading private markets investment
managers globally. Through its
access to
Pantheon’s private equity platform and deep
industry connections, PIN is able to build
a
global portfolio of resilient and growing
private companies. It does this through a
combination of primary investments into
access-constrained private equity funds and
investing directly into companies, which are
backed by leading private equity managers.
MAKING THE PRIVATE, PUBLIC
Refocusing our
investment
strategy
Proactively
allocating capital
Reducing
our cost base
Managing our
balance sheet
Becoming an
active seller of
assets
Driving more
portfolio insights
PIN is overseen by an independent Board of Directors who have a diverse range of skills, expertise and
backgrounds, including significant private equity experience.
Significant progress in the period on performance improvement initiatives
The actions we have taken include:
Shareholders
Invest via London
Stock Exchange
(“ LSE” )
PantheonPIN
OVERSEES
PIN Board
APPOINTS AS
MANAGER
MANAGES
1 Ongoing charges are calculated based on the AIC definition. Including financing costs, PIN’s total ongoing charges would be 2.24%.
See page 134 of the Alternative Performance Measures section for calculations and disclosures.
Key metrics
1
4
2
5
3
6
£2.1bn
Net asset value (“NAV”)
£1.7bn
Market capitalisation
517.9p
NAV per share
+4.3%
NAV per share growth
in the year
+37.5%
Share price change
in the year
c.£580m
Committed to share
buybacks since FY2022
+11.4%
Annualised NAV per share
growth since 1987 (net of fees)
+10.9%
Annualised share price
return since 1987
1.39%
1
Association of Investment
Companies (“AIC”) ongoing charges
01
Strategic Report (1) Manager’s Review Strategic Report (2) Governance Financial Statements Other Information
Pantheon International Plc Annual Report and Accounts 2026
FINANCIAL HIGHLIGHTS
PIN’s aim is to maximise capital
growth over the long term.
year ended 31 May 2026. Private equity is a long-term
asset class and PIN’s NAV per share growth since
inception continues to outperform both of its public
market benchmark indices. While near-term
performance has been more challenging, following
a review of strategy and performance, we have put
in place a number of measures that are designed to
improve PIN’s NAV performance over the medium
more information.
PIN’s share price performance during the year to
and FTSE All-Share Total Return indices, which
increased by 28.0% and 21.6% respectively.
Long-term NAV and share price outperformance
NAV PIN Ordinary Share Price FTSE All-Share Total Return
1988
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008
2010
2012
2014
2016
2018
2020
2026
2022
2024
2025
7,000
5,000
2,000
1,000
0
3,000
6,000
4,000
Per
f
ormance
(rebased to 100)
Annualised performance as at 31 May 2026
1 yr 3 yrs 10 yrs
Since
inception
1
NAV per share 4.3% 11.4%
Ordinary share price 14.4% 8.4% 12.1%
FTSE All-Share Total Return 21.6% 10.8% 8.0%
28.0%
NAV per share relative performance 1 yr 3 yrs 10 yrs
Since
inception
1
Versus FTSE All-Share Total Return
Share price relative performance 1 yr 3 yrs 10 yrs
Since
inception
1
Versus FTSE All-Share Total Return
02
Strategic Report (1) Manager’s Review Strategic Report (2) Governance Financial Statements Other Information
Pantheon International Plc Annual Report and Accounts 2026
CHAIR’S STATEMENT
CONTINUED FOCUS
ON PERFORMANCE
IMPROVEMENT
Against a challenging macroeconomic
backdrop for private equity, I am
pleased to report that 2026 has been
ayear of resilient performance and
significant progressimplementing
ournew strategic agenda.
Notable achievements include:
Becoming an active seller of assets: In May 2026,
PIN announced a targeted portfolio sale in the
secondary market, generating net proceeds of
discount of 8.1% to the reference date NAV;
Proactively allocating capital: Following the
portfolio sale, PIN committed an additional £180m
to fund share buybacks. Including this amount,
since 2022
1
;
Refocusing our investment strategy: Since
of underlying private equity managers by 32%.
This is a significant step forward in refocusing the
Reducing our cost base: PIN has renegotiated the
fees paid to the Company’s Manager
2
, resulting in
also renegotiated the fees payable on its credit
facility, resulting in savings of c.£1m per annum.
The Board remains confident that the ongoing strategic
changes at PIN will lead to meaningful improvements
over time and enhance shareholder outcomes.
An improving results picture but more to do
After a difficult few years for performance, I am
encouraged by some of the recent progress we have
seen. For the 12-month period ended 31 May 2026, the
Net Asset Value (“NAV”) of PIN was £2.1bn, resulting in
While recent performance has started to show signs
of improvement, we were still disappointed with the
period ended 31 May 2026. However, the share price
comfortably beating our benchmarks. While there
is more work to be done, I was pleased to see the
discount narrow significantly from 40% to 21%.
When you invest in PIN, you gain access to a highly
diversified portfolio of global private equity investments
that we believe offers investors a defensive growth
portfolio capable of outperforming public markets over
the long term. This model has been challenged in recent
years. While our longer-term performance has been
in recent years it has not been able to keep pace with
the rise in the global indices driven predominantly by a
concentrated group of US technology mega-cap stocks.
Tony Morgan
Chair
2026 has seen significant
progress implementing our
new strategic agenda
to shareholders.
2 Effective from 1 June 2026.
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Pantheon International Plc Annual Report and Accounts 2026
I was pleased to see
the discount narrow
significantly from
40% to 21%.
CHAIR’S STATEMENT
NAV per share and share price performance
600p
100p
0p
200p
300p
400p
FINANCIAL PERIOD END
500p
May 2022
35%
May 2023
41%
34%
May 2026
40%
May 2024
May 2025
21%
NAV per share
Discount
Ordinary share price
NAV per share progression
May 2025
May 2026
Valuation
gains
3,4
Investment
income
3
FX
impact
3
Share
buybacks
Expenses
and taxes
3,5
496.5p
13.3p
5.3p
+0.7%
11.1p
(11.8p)
517.9p
+2.7% +1.1%
3.5p
+2.2% (2.4%)
+4.3%
3 Figures are stated net of movements
associated with the Asset Linked
Note (“ALN”) share of the reference
portfolio. Figures are expressed
over the opening Net Asset Value.
See Alternative Performance
4 Valuation movement includes
mark-to-market fair value
adjustments relating to listed
company holdings, which represented
4.6% of the private equity portfolio
at 31 May 2026. These holdings are
valued using quoted market prices
in accordance with the fair value
financing costs and withholding
taxes on investment distributions.
6 Evercore Private Capital Advisory,
January 2026.
Weaker returns since 2022 have been a drag on our
long-term performance. Consistent with many of our
listed private equity peers, we have experienced
low-mid single digit NAV per share growth per annum
annualised growth experienced in the previous ten-year
period. The combination of rising interest rates and
global macro volatility has proved a major headwind,
with private equity portfolio companies having to
navigate a higher operating and financing cost
have also proved to be structurally weaker performers
to date, with many deals consummated in the lower
interest rate environment – it will take time for
performance of these vintages to come through.
Private equity exits have also been subdued since 2022,
resulting in low distribution levels of 8% to 12% between
has been another headwind to NAV performance as
realisations tend to be achieved at a premium to carrying
value. Over the last ten years, realisations have been
achieved at an average 28% premium to carrying value.
Becoming an active seller of assets
The secondary market for private equity assets has
seen remarkable growth over the last decade, from a
relatively niche market for distressed investors selling
fund interests to over US$226bn
6
of transaction
volumes today. This growth underscores the important
role these transactions can play in portfolio management,
as both private equity managers and their investors
use the market to generate liquidity at different points
in the cycle. The evolution of this market presents PIN
with the opportunity to (i) pursue new investments in
Fund Secondaries and Manager-led Secondaries, and
(ii) actively manage its portfolio by divesting assets in
a secondary sale to other investors.
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In May 2026, we were pleased to take advantage
of the secondary market and announce a portfolio
Company’s NAV at 31 March 2026. The strategic sale
enabled us to (i) accelerate the rebalancing of our
portfolio to focus on fewer private equity managers
and (ii) generate incremental cash flow at a time in the
cycle when distributions have been relatively muted.
This cash provides liquidity to recycle into new
investments and share buybacks.
The sale was the outcome of a six-month competitive
process that attracted considerable interest from
multiple high-quality bidders. The sale completed in
June 2026, generated net proceeds of £224m and
was concluded at a discount of 8.1%
to the sale
Proactively allocating capital
allocation policy following feedback from shareholders.
We have established a Distribution Pool (“Pool”) with
an initial commitment of £60m. In addition, 20% of
monthly gross distributions from the PIN portfolio will
be committed to the Pool going forward. It is also our
intention to top up the Pool when we receive proceeds
from secondary asset sales – we were pleased to
announce in May the addition of at least £180m to
the Pool from the portfolio sale.
The Pool is available to be used at the Board’s discretion
to return capital to investors through share buybacks
or other distributions. The level of buybacks will be
based on the share price discount, albeit always
being mindful that we need to reinvest to deliver
long-term NAV growth, and that our gearing level
remains appropriate.
We believe this new approach is simple to implement
and more transparent to shareholders. It is designed to
increase share liquidity, support the share price and
potentially reduce the discount and share price volatility.
The Board also views the opportunity to invest capital
into the PIN portfolio at a discount to NAV through
buybacks as a highly attractive investment opportunity
and an appropriate use of shareholder funds.
been active in the market during the financial year,
buying back shares equivalent to £118.4m. The net
effect was a 11.1p, or 2.2%, accretion to NAV per share.
Since the period end, the Distribution Pool has
The Board continues to recognise that buybacks and
distributions remain an important tool for shareholder
value creation, especially when the share price
discount
is wide. This is one of the key reasons we
FY2022, including the recently announced £180m
additional commitment.
Refocusing our investment strategy
As announced in our interims, following detailed
strategic analysis we continue to believe that private
equity remains an attractive asset class. We also
believe that simply investing in private equity is not
enough – sustainable outperformance comes from
investing into and alongside leading private equity
fund managers that can deliver consistent first and
second quartile performance.
CHAIR’S STATEMENT
As part of the ongoing review, Pantheon has refreshed
the analysis of its roster of primary relationships to
identify which managers have performed strongly
during the recent period of increased volatility and
hold periods, are aligned with our approach and offer
a differentiated proposition. This has resulted in
The recent portfolio sale provided an opportunity to
accelerate the portfolio’s rotation away from non-core
managers. Out of the 28 managers included in the
sale, 24 were non-core. The number of managers has
62, representing a significant step forward in delivering
the new strategy.
PIN has been actively investing in share buybacks
FY2022
£10m
£197m
£180m
FY2023 Announced
in May 202
6
£20m
£54m
£118m
FY2024 FY2025 FY2026
Since FY2022, we have commited
c.£580m
to share buybacks, equivalent to 23%
of NAV as at 1 June 2021
8
against the valuations as at 31 March
2026 and inclusive of fees, FX and
other costs incurred, then the
portfolio sale discount to NAV
8 Includes the £180m commitment
announced in May.
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Pantheon International Plc Annual Report and Accounts 2026
As a Board,
confident about
Consistently investing capital through
thecycle
We believe it is important to strike the right balance
between providing liquidity to shareholders, while at
the same time ensuring continued exposure to a diverse
and global portfolio of fast-growing private companies.
Alongside the significant amount of capital allocated
to buybacks during the year, we were pleased to make
across funds, Co-investments and Secondaries.
Consistent investment pacing remains crucial in driving
medium- to long-term investment performance, to
diversify vintage exposure and refresh the portfolio.
Private equity portfolio companies tend to deliver
outsized returns early in their ownership period as
strategic changes are implemented. Conversely, older
tail-end assets tend to be a drag on overall performance.
These new commitments should provide the engine to
drive future returns.
The recent portfolio sale was comprised entirely of fund
positions as they have the greatest liquidity – the sale
to 42%. PIN’s aim is to rebalance the portfolio through
new investments to an equal weighting of funds and
direct investments over time.
Reducing our cost base
We know that being cost competitive is an important
consideration for our shareholders. Consequently,
we have renegotiated the management fee agreement
to ensure the services provided to PIN and the
associated costs are fair and competitive with
benchmarks.
PIN offers a proven structure to access
private equity
There has been a lot of discussion about the growth in
open-ended “evergreen” structures for investors to
access private equity. While these structures have their
own merits, the Board continues to believe that the
investment trust is the most effective structure for many
investors wishing to gain access to a global portfolio of
private companies. In particular, individual investors are
often locked out of investing in evergreen structures
given the stringent eligibility criteria. As evidenced by
a number of recent high-profile situations, evergreen
structures only offer periodic liquidity windows, or can
even be gated, resulting in time periods where investors
are not able to access their capital. Conversely,
shareholders of investment trusts have the flexibility
to buy and sell shares when they choose.
Another important characteristic of an investment trust
is the presence of an independent Board that provides
strong governance and ensures the Manager acts in the
best interests of shareholders. Investment trusts have
been in existence for a very long time (in PIN’s case for
nearly 40 years), have weathered many cycles and are
a well proven vehicle to hold private equity assets.
We believe strongly in the relevance of this trust, both
now and for the long term.
CHAIR’S STATEMENT
The simplified fee agreement will deliver a significant
reduction in Management fees. From 1 June 2026,
the fee will be calculated at the end of each month as
1% of NAV. These changes, had they been in place
during FY2026 would have resulted in a saving of
Managing our balance sheet
We continue to take a prudent approach to gearing in
line with the expectations of our shareholders. We are
also conscious that the macroeconomic and geopolitical
environment remains volatile, so it is paramount that
we maintain balance sheet flexibility to deal with
unexpected events. With that in mind, we have
continued our programme of new investments and
buybacks while keeping net debt as a percentage of
drawn £112m of the £400m revolving credit facility,
with £111m of private placement loan notes outstanding.
Our net debt to NAV ratio is lower than the relevant peer
their investment periods.
The facility has been extended by one year (maturing
of an improving interest rate environment to lower our
borrowing costs by 30bps and loan commitment fees
annum based on PIN’s expected loan facility utilisation.
06
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Pantheon International Plc Annual Report and Accounts 2026
Outlook and prospects
After a difficult few years, the private equity market has
recently started to see some green shoots of recovery,
albeit we note the war in the Middle East and recent
market volatility in the technology sector driven by
concerns around the impact of AI, have brought
significant uncertainty to that recovery.
A key metric we track is the level of portfolio
distributions, as this provides the cash flows needed to
deploy into both new opportunities and share buybacks.
I am pleased to report we have seen distribution levels
increase from the near unprecedented lows of 8% in
FY2024 to 16% in the last 12 months – albeit still below
exits were realised at an average uplift of 18% of carrying
value. This compares with the long-term uplift of 28% of
carrying value.
As a Board, we remain confident about the
attractiveness of private equity as a long-term asset
class. We are also cognisant that the private equity
industry itself is evolving rapidly as it matures. In its
2026 private equity report, Bain & Company
refer to
the industry being at an inflection point with (i) private
equity firms poised to succeed being those who can
demonstrate consistent alpha generation and (ii)
“bread and butter” generalist firms with no distinct
advantage being left behind. The Board agrees with
Bain’s assessment, which is why we believe that
continued strategic agility is a necessity to deliver
future outperformance.
We are encouraged that PIN has demonstrated resilient
performance this year, against a backdrop of significant
macroeconomic and geopolitical volatility. We believe
the portfolio remains well positioned for a market
rebound – it is highly diversified, conservatively
managed, has significant embedded value and is
predominantly composed of profitable, high-growth
businesses in attractive sectors.
We remain confident in the future for PIN and believe
that the share price fundamentally undervalues the
strong performance over decades, the quality and
resilience of the underlying portfolio and the many
exciting opportunities for value creation.
We are grateful to all our shareholders for their support
and engagement. We are keenly focused on the
performance improvement task at hand, and I look
forward to keeping you updated on our progress.
Tony Morgan
Chair
3 August 2026
CHAIR’S STATEMENT
We remain
confident in the
future for PIN and
price fundamentally
strong performance
resilience of
portfolio.
07
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Pantheon International Plc Annual Report and Accounts 2026
OUR STRATEGY
A HOLISTIC
STRATEGY
TO ADDRESS
SHAREHOLDERS’
INTERESTS
We aim to generate market-beating
returns by investing ina global,
diversified portfolio of private
companies alongside leading
privateequity managers.
As set out in the Chair’s Statement and in this report,
we have put in place refinements to our investment
strategy that aim to improve PIN’s NAV performance
over the medium term. We are also focused on taking
measures within our control to narrow the discount,
which we believe does not reflect the strength of the
underlying portfolio.
The Board and PIN’s Manager, Pantheon, are in constant
dialogue regarding PIN’s overall strategy and the
Company’s progress towards achieving its strategic
goals. This dialogue is informed by the Manager’s
assessment of any changes in market conditions, for
example in the mergers and acquisitions (“M&A”)
environment, and through stakeholder engagement,
including with shareholders and peers in the market.
Over the past few years, the macroeconomic
environment has been challenging, resulting in subdued
performance across the private equity market. The
backdrop for private equity is evolving and, as a result,
the Board and the Manager have assessed whether
adjustments to corporate, investment and financing
strategy are appropriate to align strategy with the
market conditions expected over the medium term.
PIN’s overall strategy aims to generate market-beating
returns over the long term by investing in a portfolio of
private companies alongside leading private equity
managers. Since the timing of market cycles is inherently
unknown, PIN will execute a more deliberate capital
management approach going forward, to mitigate
the procyclicality that can occur with closed-end
investment trusts.
The key elements of the active capital management
approach are:
1. More consistent deployment into new investments
on an annual basis;
2. Enhanced discipline around the uses of cash
generated by the portfolio;
3. A capital allocation policy that ensures sufficient
capital is directed to buybacks when the discount
is wide, as well as to reinvestment in the portfolio,
since it is both compelling and accretive to NAV
per share;
4. Periodic rebalancing of the portfolio through sales of
investments into the secondary market, according to
where we think future returns can be optimised; and
cash drag while facilitating buybacks and consistent
deployment over time.
The following pages set out in more detail the
investment and financing strategies.
The Manager also reports regularly to the Board on PIN’s
marketing and investor relations activities, considering
new initiatives that could help to increase PIN’s profile.
The Board and the Manager will continue to engage in
initiatives that aim to increase demand for PIN’s shares.
Culture and purpose
The Company’s purpose is simple – to deliver our investment strategy led by a
Board that promotes strong governance and a long-term investment approach that
actively considers the interests of all stakeholders.
The Directors agree that establishing and maintaining a healthy corporate culture
within the Board and in its interactions with the Manager, shareholders and
other stakeholders will support the delivery of its purpose, values and strategy.
The Board seeks to promote a culture of openness and integrity through ongoing
dialogue and engagement with its service providers, principally the Manager,
and shareholders.
Corporate strategy
Corporate strategy
Investment strategy
Financing strategy
1
1
2
3
Balanced and cohesive strategy
Flexibility over portfolio
construction and investment pacing
More flexible and diverse structure
08
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OUR STRATEGY
We aim to back the leading private
equity managers globally.
The Company’s investment strategy is recommended to
the Board by the Manager, discussed at length, regularly
reviewed and amended as necessary.
Other Information section. The Company’s investment
strategy, described below, sets the overall parameters
of the investment programme – for example, exposure
limits, sector and geographic allocations or tilts towards
selected managers. At times, the Manager may make
recommendations to the Board and seek approval for
certain investments that fall outside exposure limits
but which Pantheon believes are good investment
opportunities for PIN. The Board maintains its
independence at all times and robustly challenges
such recommendations to ensure that they are in
the best interests of shareholders.
The Board believes that there are several benefits to
this investment approach, including effective risk
management through diversification. The Board’s
oversight of the Manager’s activities, while allowing
Pantheon the flexibility it needs to make appropriate
investment decisions on the Company’s behalf, ensures
that PIN is able to deliver on its strategic objectives for
shareholders over the long term.
Investment type
PIN’s investment strategy is anchored in backing the
leading private equity managers globally. Through
Pantheon’s relationships, PIN is able to invest in
Primaries, Co-investments and Secondaries, building
a portfolio of private companies that are actively
managed by leading private equity managers.
PIN invests directly in the investment opportunities
offered to it by Pantheon.
Primaries, Secondaries and Co-investments all have
attractive characteristics, as highlighted in the
Investment Model section on pages 12 to 13. PIN’s
transparent and direct investment approach gives it
the flexibility to take advantage of prevailing market
conditions and to maximise control over the Company’s
financing risks, including its ability to generate positive
cash flows.
Each investment type has a different cash flow and
maturity profile – the Board and the Manager believe
that a mix of investment types is optimal to benefit
from the cash generated by the more mature assets
in PIN’s portfolio while rejuvenating the portfolio
with the younger vintages offered by Primaries
and Co-investments.
Investment strategy
2
Our investment process
Investment opportunities incompanies and
complementary funds are originated
viaPantheon’s extensive and
well-established platform
We invest with many of thebest private equity
managers globally, who are able to identify and
create value in their portfolio companies
Cash generated from the sale of those companies
is returned to PIN and redeployed intonew
investment opportunities, includingshare
buybacks, in accordance withtheCapital
Allocation Policy
09
Strategic Report (1) Manager’s Review Strategic Report (2) Governance Financial Statements Other Information
Pantheon International Plc Annual Report and Accounts 2026
Investment strategy
2
OUR STRATEGY
Ensuring that we invest only with and alongside leading
private equity managers, and that we maintain the right
mix of direct investments and funds in the portfolio,
are fundamental to achieving our objective of improving
returns through cycles. To achieve this, we are reducing
the number of private equity managers that we will
believe offer a differentiated proposition and are able
to generate significant outperformance over the longer
term. We will continue to source Co-investments and
Manager-led Secondaries from the high-quality
managers on Pantheon’s platform.
PIN’s aim is to achieve an equal weighting of funds and
direct investments over time. We believe that this mix
will allow the Company to benefit from the diversification
and consistent deployment approach offered by fund
investments while also being able to target specific
individual investments that are an attractive fit for PIN’s
portfolio in terms of company size, industry and/or
geography. We believe this differentiates PIN as the only
listed private equity company offering this balance of
funds and direct investments.
Investment stage
Focus on mid-market buyout and growth
PIN’s strategy is to maintain a diversified portfolio
across all investment stages, i.e. venture, growth,
special situations and buyout, with a particular focus
on small and mid-market companies.
The small/mid-market buyout segment offers distinct
characteristics when compared with other stages:
– Tend to be majority stake or control investments with
significant influence to create value in the company;
– More attractively priced assets that tend to have
lower levels of leverage than the broader market
average;
–
to improve operational efficiency to better drive
growth, both organically and through buy-and-build
strategies; and
– More routes to exit, including strategic acquisitions,
sales to other private equity managers or an initial
public offering (“IPO”). In PIN’s case, it should be noted
that the majority of exits have consistently been to
strategic buyers and other private equity managers,
with IPOs and secondary share sales accounting
last five years.
The companies in the growth segment of PIN’s portfolio
are more established businesses than those in the
venture segment, having proven their business models
and typically displaying profitable growth. Our managers
usually take minority stakes in capital structures that
have little or no debt, and provide strategic guidance to
help scale the business.
Venture accounts for a small proportion of PIN’s portfolio
managers, mainly through primary fund investments,
who are able to identify innovative opportunities with
the potential to generate significant outperformance.
Sector and geographic exposure
Global with a focus on high-growth and niche areas
The Board is committed to offering investors a global
portfolio with investments in North America, Europe
and Asia.
The weightings of those geographies may change in
response to market conditions but the Board supports
the majority of the Company’s capital being invested
in North America, where the private equity markets
are most established. The Board relies on Pantheon’s
investment teams located around the world that can
take advantage of proprietary information flows and
access to opportunities through their extensive
networks of relationships.
It is Pantheon’s objective to identify and access leading
managers globally that are able to take a thematic
approach and focus on high-growth sectors. In addition,
Pantheon has a deliberate strategy of targeting sectors
with defensive characteristics, as well as niches where
and where they are benefiting from long-term trends.
As a result, the largest two sectors in PIN’s portfolio are
information technology and healthcare.
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OUR STRATEGY
We aim to maintain a sustainable, diverse and flexible capital structure that can support PIN’s corporate and investment strategies.
Diversified sources of financing
PIN has access to traditional lenders in the form of a
£400m revolving credit facility (“credit facility”) as
placement loan notes (“loan notes”).
As a result of this proactive approach, PIN has
successfully diversified its financing counterparties,
expanded its sources of liquidity and reduced
refinancing risk.
Prudent gearing level
The prudent use of leverage to reduce cash drag and
enhance NAV growth is central to PIN’s strategy. New
investments, calls on undrawn commitments and share
buybacks will be funded primarily by distributions and,
where appropriate, drawdowns from the credit facility.
As at 31 May 2026, PIN had £112m drawn down under
the credit facility and £111m of sterling-equivalent loan
notes outstanding. Taken in conjunction with PIN’s net
1
to
Managing our financing cover
We manage PIN to ensure that it has sufficient liquidity
to finance its undrawn commitments, which represent
capital committed to funds but yet to be drawn by the
private equity managers, as well as to take advantage
of new investment opportunities. A critical part of this
exercise is ensuring that the undrawn commitments
do not become excessive relative to PIN’s available
financing. We achieve this by managing PIN’s investment
pacing as well as constructing its portfolio to ensure the
right balance of exposure to Primaries, Co-investments
and Secondaries.
1 Net debt calculated as borrowings
(excluding the outstanding balance
The ALN is not considered in the
calculation of gross borrowings or
the loan-to-value ratio, as defined in
PIN’s credit facility and loan notes
agreements. If the ALN is included,
net debt to NAV was 10.0% at
31 May 2026.
2 The net available cash figure excludes
the current portion payable under the
ALN, which amounted to £1.2m as at
31 May 2026.
3 The amount including commitments
relating to funds outside their
Revolving credit facility
Multi-currency facility
Accordion and extension option, subject to lender consent
Private placement loan notes
Weighted average maturity of 4.6 years
£400m
US$150m
Modest use of gearing
Loan notes Drawn credit facility
Net available cash
2
NAV
Net cash/(debt)
(£198m)
NAV
£2,150m
Net debt to NAV
Healthy coverage of undrawns
£547m
£595m
Liquid financial
resources
Undrawn commitments
Undrawn credit facility
Net available cash
2
10% of portfolio
Undrawn commitments
3
Undrawn coverage ratio
the existing structure if so required. This ensures
continued liquidity coverage while appropriately
managing costs associated with the credit facility.
As at 31 May 2026, PIN had net available cash
2
balances
access to a £400m credit facility. Using exchange rates
as at 31 May 2026, the credit facility amounted to a
undrawn as at the year end.
facility of £286m equivalent, PIN had £311m of available
financing
2
which, along with 10% of the value of the private equity
within their investment periods.
Financing strategy
3
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OUR INVESTMENT MODEL
WE HAVE FULL
CONTROL OVER
PORTFOLIO
CONSTRUCTION
PIN has the opportunity to participate in all of the private equity
investments sourced for it by Pantheon.
This means that:
– We have control of investment strategy,
overseen by the fully independent Board;
– We have the flexibility to tilt the portfolio
towards where we see the best fit for our
long-term objectives;
– We can accept or decline deals without
being “tied in” to other Pantheon
fund strategies;
– We can control PIN’s investment pacing
according to its financial resources at
the time;
– We have the flexibility to vary the size
of PIN’s commitments as appropriate
and in line with any adjustments to its
investment strategy; and
– We avoid the additional costs that can
occur when investing via intermediate
vehicles.
CompanyCompanyCompanyCompany
PIN and Pantheon
Pantheon is PIN’s investment manager
PIN
Pantheon
PIN invests in private equity funds
managed by many of the best private
equity managers globally via
Primaries and Fund Secondaries
PIN invests alongside private equity
managers directly into companies
via Co-investments and
Manager-led Secondaries
Company
1
Third-party
private
equity fund
Third-party
private equity
manager
1 Investment held via third-party private equity manager co-investment vehicle.
Pantheon International Plc Annual Report and Accounts 2026
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We invest in a company directly, alongside a private equity manager.
– Direct investment in individual companies
that have attractive growth characteristics
and have effectively passed through two
layers of scrutiny alongside PIN’s leading
private equity managers.
– Co-investments typically bear very low
or no management fees or carried
interest. This provides a cost-effective
way to access the same deals and
manager expertise that underpin all
of PIN’s investment activities.
– Co-investments are through in
vitation
only
and are therefor
e not accessible to
most investors.
We invest in a new private equity fund when it is established.
– We capture exposure to leading
managers as well as to smaller niche
funds that are generally hard to access.
– We target leading managers
predominantly in North America
and Europe.
– Primaries invest capital into companies
over an investment period of typically
five years, providing steady deployment
over time and diversification by vintage
year, sector and geography.
OUR INVESTMENT MODEL
47%
of PIN’s portfolio
2
53%
of PIN’s portfolio
2
Direct investments
1
We invest, alongside a private equity manager, directly in a company that the manager has
already owned for a period of time and therefore knows well.
– We partner with high-quality private
equity managers to acquire, as single
transactions, their most attractive
portfolio companies via a continuation
fund. Typically fees are lower than
thoseonPrimaries.
– This provides an opportunity to invest in
an asset that the private equity manager
believes has potential for further growth,
when the fund in which it is held has
limited time or capital remaining to
the end of its life.
Fund investments
Fund Secondaries involve the purchase of existing investor interests in private equity funds.
Rather than investing in companies directly, secondary fund investors acquire stakes in funds
that are already part way through their lifecycle, often with partially or fully deployedcapital.
– Our Fund Secondaries are interests
in high-quality private equity funds,
providing liquidity to existing investors
who seek an early exit.
– These transactions offer enhanced
visibility into the underlying portfolio as
the funds have typically already utilised
most of their capital to acquire assets.
Therefore those assets are known and
can be assessed.
1 Direct investments refer to Co-investments and Manager-led Secondary investments, held through fund vehicles that are managed by third-party private equity managers.
strategic objective is to move towards an equal balance between fund investments and direct investments, which it intends to achieve through the allocation of new commitments and, where appropriate, further strategic portfolio sales.
Co-investments Primaries
Manager-led Secondaries Fund Secondaries
Pantheon International Plc Annual Report and Accounts 2026
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Manager’s Review 15
Spotlight on The Private Equity Secondary Market 25
Software: The Private Equity Perspective 27
Executive Management Team 33
Supporting Analysis 35
About the Manager
PIN is actively managed by Pantheon. With more than
40 years’ experience and 142 investment professionals
located around the world, Pantheon provides PIN with
access to its extensive private equity platform and
deep industry connections. As a result of Pantheon’s
conviction-driven, thematic approach, PIN is able to
build a global portfolio of resilient and growing private
companies. Pantheon has approximately US$83.8bn
in discretionary assets under management as at
MANAGER’S
REVIEW
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ACTIVE
MANAGEMENT
CHANGING WORLD
Charlotte Morris, Pantheon Partner
and Lead Manager of PIN, discusses a
busy year for PIN and how the private
equity industry is responding to the
ongoing macroeconomic and
geopolitical challenges.
MANAGER’S REVIEW
The geopolitical upheaval that has characterised the
last few years, resulting in trade tensions and military
conflicts, has continued into 2026. The war in the Middle
East has exacerbated concerns about energy sources
and security as well as the impact on supply chains.
There has been fiscal deterioration in the global
economy with growing debt balances and unsustainable
deficit spending. The start of 2026 also saw public
markets being shaken by the perceived threat of AI to
software companies in particular, and to jobs. We now
find ourselves living in a world of high uncertainty,
inflationary pressures and low consumer confidence.
Private equity is not immune to this backdrop and,
starting in
2022, the industry has experienced one of the
most significant macro resets in decades. As a result,
while private equity has generated attractive returns
over the long term, a sustained period of low exit activity
and distributions has led to disappointing performance
in recent years. It is difficult to quantify the impact of
the constantly changing events on PIN’s portfolio but for
companies with physical supply chains, it can result in
margin volatility that is difficult to hedge and also
uncertain tariff regimes can drive delays in capex
decisions. In addition, the question of whether
companies can raise prices has become central to how
value will be created in a way that it perhaps was not
before. Many of these global events are not one-off
shocks but are the new operating environment. As a
result, the backdrop to investing and managing portfolio
companies has changed. In this environment, our private
equity managers must be flexible, adaptable and ready
to react to situations that they cannot predict. They must
contend with the possibility that investments may be
held for longer and strategies reliant on high leverage
may not be repeatable and they need to differentiate
their playbook. The industry has reset valuation
expectations, leverage structures and underwriting
discipline, which we believe creates a more favourable
entry environment going forward. When constructing
PIN’s portfolio, we are looking for those managers who
have the ability to navigate choppy waters and can
identify the opportunities that arise from market
dislocation and periods of uncertainty.
that any clarity around tariffs could result in a meaningful
pickup in private equity deal volumes, and that was what
transpired – volumes reached the second highest year
on record, albeit this was mainly driven by large
transactions
1
. However, fundraising was down for a
second year in a row as investors continued to be
impacted by weaker distributions. Nevertheless,
exit
activity has improved modestly and we have seen
this reflected in PIN’s portfolio as well. The annualised
distribution rate at 31 May 2026 was 16%, which
this includes drawdowns by Pantheon Secondary
Opportunity Funds I and II, excluding which the call rate
would be 21%. PIN has continued its track record of
during the year. This is an increase from the £131m of
deal types and excludes venture capital.
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Pantheon International Plc Annual Report and Accounts 2026
Charlotte Morris
Partner at Pantheon and
Lead Managerof PIN
cash flow generated in the prior year. PIN’s portfolio has
been consistently net cash flow positive and over the
last ten years has produced a total of £1.6bn of net cash.
Notwithstanding the challenges, we continue to believe
that the fundamental drivers of private equity remain
strong. These include the desire of companies to stay
private for longer, public markets shrinking and certain
sectors and sizes of companies being harder to access
through public markets. While in recent years the private
equity market has struggled to keep up with the public
markets, whose performance has been driven primarily
2
stocks in the USA, our view is
that the best private equity managers who take a “hands
on” approach to managing their portfolio companies still
have the credentials to outperform the public markets in
the years to come.
PIN’s NAV and share price performance
during the period
In line with the wider private equity market and its listed
private equity peers, PIN’s NAV performance has
continued to be muted during the period, increasing by
4.3%. The secondary asset sale, which we announced
excluding FX; however, this sale was a key component
of implementing our enhanced investment focus and
resetting the portfolio. Modest underlying valuation
to NAV growth, while the impact from foreign
predominantly US$-denominated) was modestly
during the financial year.
PIN’s share price performance has been strong during
All-Share Total Return indices, which increased by
28.0% and 21.6% respectively. The discount narrowed
meaningfully from 40% to 21% during the financial year.
While there are macroeconomic and political events
that are out of our control, we are not relying on a market
recovery to deliver the attractive long-term returns that
PIN’s shareholders expect from a private equity portfolio.
MANAGER’S REVIEW
Apple Inc., Microsoft Corporation,
Amazon.com, Inc., Alphabet Inc.,
Meta Platforms, Inc., Nvidia
Corporation and Tesla, Inc.
3 Source: PitchBook, April 2026,
PitchBook, April 2026, “Q1 2026
private equity deal types and
excludes venture capital.
We continue to
fundamental
strong.
of actions which are designed to improve PIN’s
performance over the medium to long term. In the period
since then, we have made significant progress in
implementing these initiatives, as discussed below.
Private equity deal flow was up in 2025, recovering towards pre-COVID growth trend
Deal flow by type (US$bn)
3
Buyout/LBO 32.0% 12.6%
12.6%
Add Ons 13.3% 10.8%
Venture Capital 30.2% 6.0%
43,542
47,023
52,747
54,994
57,077
80,629
76,740
65,246
63,315
61,229
5,000
2,000
0
2016 2017 2018 2019 2020 2021 2022
2023
2025
3,000
1,000
4,000
2024
Buyout/LBO Add Ons Venture Capital Deal Count
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Becoming an active seller of assets
committed to making more use of the secondary market
to optimise PIN’s portfolio. In May 2026, we announced a
targeted portfolio sale in the secondary market, which
generated proceeds of £224m. The portfolio received a
significant amount of interest from high-quality buyers
that are active and well-known in the private equity
secondary market. The winning all-cash bid represented
an 8.1% discount to the sales process reference date of
NAV as at 31 March 2026. The portfolio sale comprised
42 fund positions across 28 private equity managers and
did not include any of the Company’s direct investments
private equity secondary market is more limited for those
types of assets.
Periodic asset disposals through the cycle support our
active portfolio management approach and allow us to
rotate capital from those assets that we view as having
limited upside into fresh investments as well as providing
additional liquidity for share buybacks. The targeted
portfolio sale also allowed us to accelerate our strategy
of reducing the number of underlying managers in PIN’s
portfolio. It is important to note that the sales process in
the private equity secondary market differs significantly
from that of the public markets. For example, the process
often takes several months to complete and there are
points at which the sale may become delayed or blocked
by the private equity manager(s) whose fund positions
are being sold – they always retain control over who can
invest in their funds and assets. See “Spotlight on the
information on how this specialised part of the private
equity market operates.
The proceeds from the sale have been received and the
Board has committed to at least 80% of the net proceeds
(c.£180m) being used for share buybacks to enhance
MANAGER’S REVIEW
global portfolio
companies that
can generate
for shareholders
term.
Distribution Pool (£m)
Opening
balance
60.0
78.3
(118.4)
20% of
gross
distributions
(FY2026)
Proceeds
from
strategic
asset
sales
180.0
31 May
2026
Share
buybacks
completed
(FY2026)
199.9
shareholder value and liquidity. Refer to financial
Proactively allocating capital
The Board remains committed to buying back shares
while the share price discount to NAV is wide to
capture value for shareholders. PIN has established a
Distribution Pool with an initial commitment of £60m.
The amount committed to the Pool increases by 20% of
monthly gross distributions received from PIN’s portfolio.
The Pool is available to be used at the Board’s discretion
to return capital to investors through share buybacks
or other distributions. See the chart below for movements
within the Distribution Pool during the period; this also
includes the £180m proceeds from the portfolio sale that
have been allocated to share buybacks.
In addition to investing £118m in share buybacks during
primary funds during the year; as this capital will be
drawn down over time, there was no cash outlay at the
While share buybacks undoubtedly offer compelling value
at the present time, we believe that a mix of new investments
and share buybacks, rather than exclusively one or the
other, is key to maintaining exposure to a diverse and
global portfolio of fast-growing companies that can
generate attractive returns for shareholders over the
long term. In our view, it is essential to continue investing
through the cycle and refresh the portfolio. A sustained
period with no new investments can create distortions to
portfolio composition, whereas consistent deployment
avoids the clustering of capital in periods of inflated
multiples and abundant leverage, smooths vintage year
risk and increases the probability of accessing the
attractive returns that can arise from a market dislocation.
Our experience of investing in private equity for more than
40 years has shown that investments grow faster in the
early years – typically within the first four to five years of
investment. The implications of this are that without
reinvestment, returns are likely to diminish over time
from the double-digit growth that PIN has delivered
historically to low-to-mid single digit growth. In other
words, directing all proceeds to buybacks is likely to
erode future NAV growth. To sustain NAV growth in line
with its ten year average of c.12%, PIN’s portfolio will need
to be refreshed through consistent deployment into new
investments and an active asset sale programme to
mitigate the performance drag from tail-end positions.
As at 31 May 2026, the weighted average age of PIN’s
age of the portfolio, and this becomes increasingly important
as assets are sold and in order for us to achieve our objective
of consistently deploying capital through cycles.
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MANAGER’S REVIEW
Our careful management of PIN’s balance sheet
supports the Company’s active capital management
approach. Since 2024, PIN has utilised leverage
through private placement notes as well as an enhanced
through adjustments to new investments, share
buybacks and asset sales. As at 31 May 2026, net debt
strength of Pantheon’s banking relationships, we were
on competitive terms that offered significant cost savings.
This, along with the reduction in the management fee
that PIN will pay Pantheon with effect from PIN’s next
information on how we manage PIN’s balance sheet.
Refocusing our investment strategy
The private equity environment has changed
significantly in recent years and we have refined our
investment strategy in response. One element of this is
to reduce the number of private equity managers in PIN’s
portfolio and, as we set out in PIN’s interim report, our
of underlying managers was positively refocused by
reduce this number through a combination of strategic
asset sales and by not committing to new funds being
raised by managers that are no longer considered as
core to PIN’s portfolio. Out of the 28 managers included
in the portfolio sale carried out during the period, 24
represented managers identified as non-core following
our evaluation. While we remain highly selective when
investing in direct investments, which we do via
Co-investments and Manager-led Secondaries,
primary managers in PIN’s portfolio for these types
of investments so as not to restrict deal flow. These
investment opportunities will continue to be originated
from the high-quality primary managers that are on
Pantheon’s wider platform.
As we make our selection, we will focus even more on
those core managers that we believe are able to generate
significant outperformance over the longer term. As part
of our due diligence processes, we look closely at how
they use their operational expertise to improve portfolio
company performance, or have built repeatable, accretive
buy-and-build capabilities. We back managers who are
sector specialists, are well networked and can offer the
complete package where their relationships, expertise
and experience really come into play. We seek to avoid
managers who have disproportionately benefited from
aggressive leverage strategies or simply a rising market,
as we do not believe these are repeatable competencies.
PIN’s portfolio emphasises North America, which has the
deepest and most developed private equity market, and
small/mid-market buyouts, which are well-established
businesses where the private equity manager has
control of the company alongside the management
teams. We will increase PIN’s exposures further to
this
region and stage. In the current environment,
our managers need to increase their focus on adding
value to their portfolio companies through operational
improvements and look for more ways to win, rather than
relying on one strategy to generate returns. As the chart
on the following page shows, private equity funds in
the middle market have exhibited strong performance
across different vintages and have outperformed
the larger funds through several market cycles. The
companies in this part of the market are often founder or
family-led and may be receiving institutional capital for
the first time. As a result, there are many pathways for
value creation as the managers and their operational
experts help their portfolio companies to achieve
operational improvements, increase their scale, expand
geographically and complete add-on acquisitions.
The availability of several exit routes is another
important factor. Private equity-backed, mid-market
companies are prime targets for strategic (or trade)
buyers as well as for large/mega buyout private equity
managers, who can take the companies through their
next stage of growth. Dry powder, which is capital
that has been raised and is available to invest but has
4
and is
concentrated among the larger buyout private equity
managers. This means that this capital is available to
purchase assets from small/mid-market managers.
Therefore, mid-market private equity managers are less
dependent on initial public offerings (“IPOs”) to exit
their portfolio companies. As part of our due diligence
process, we look closely at how our managers plan to
exit the companies in their portfolios and avoid those
with an over-reliance on the IPO market. During the
period, sales to other private equity or trade buyers
accounted for 61% and 36% of PIN’s exits respectively.
Nevertheless, as the data demonstrates, the dispersion
of returns is wide in this part of the market, so selecting
the right managers forms an important part of Pantheon’s
investment process and supports our shift to a smaller
number of the highest-quality core managers in PIN’s
portfolio.
The portfolio sale will reduce the Company’s fund
to direct Co-investments and Manager-led Secondaries
the portfolio towards an equal weighting of funds and
direct investments over time, reflecting our view that
this offers the optimal balance of risk, growth potential
and diversification. We believe that this mix of funds and
directs in PIN’s portfolio differentiates it from our peers
in the listed private equity sector.
We back
managers who
specialists, are
well networked
and can offer
package
relationships,
come into play.
4 Source: Preqin as at 31 March 2026,
downloaded on 20 May 2026. Size
Balanced, Turnaround, Co-investment
Multi-Manager, Hybrid and Private
Investment in Public Equity (“PIPE”).
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MANAGER’S REVIEW
Funds serve as the foundation strategy, providing
diversification benefits, and offer a stable base for PIN’s
consistent deployment approach. In addition, funds
enhance the liquidity profile of the portfolio as there
is a far more established secondary market for fund
positions than direct positions. Direct investments offer
fee-efficient direct access to high conviction private
companies with the ability for Pantheon to conduct due
diligence on those businesses and to target specific
investments that fit PIN’s targets on size of company,
industry and geography.
The companies
within PIN’s
software portfolio
strong
fundamentals
throughout this
period of AI
uncertainty.
PIN’s portfolio is diversified by sector, with the largest
sector exposures being Information Technology,
Healthcare and Consumer. In Healthcare, PIN is backing
companies that provide services and products that
are responding to the demands of ageing populations
across the world and the need for higher-quality
healthcare provision. We avoid companies that rely on
consumer discretionary spend; instead, a significant
proportion of our exposure to consumers is in companies
providing goods and services that are still in demand
even during a downturn.
Private equity fund performance by vintage year
23%
19%
18%
12%
24%
21%
18%
21%
16%
13%
8%
19%
7%
5%
11% 11%
9%
14%
10%
7%
10%
8%
8%
Pre-Global
Financial Crisis
(GFC)
Global Financial Crisis (GFC)
and Recovery
Post-GFC and COVID Total:
2001–2021
Mid-market Large-cap
2001 to 2005
Large-cap Large-capMid-market Mid-market Large-cap Large-capMid-market Mid-market Mid-market Large-cap
2006 to 2010 2011 to 2016
2017 to 2021
Post-2021
Total
VINTAGE YEARS
Internal Rate of Return
29%
13%
15%
11%
10%
16%
15%
16%
14%
15%
12%
13%
12%
Information technology is the largest sector in PIN’s
2026. Within this, PIN’s exposure to Application Software
is 20.8% while the remainder is to companies offering
companies in the public markets has not abated and the
potential threat from AI on these businesses continues
to play on investors’ minds. The outcome of this is that
many Application Software companies listed on the public
markets have experienced multiple compression. As a
result, the value of these companies within the MSCI
World Index contracted by over 20%
between September
While some of the concerns of public market investors
may be valid, in our view this contraction confirms a
broad, uncertainty-driven repricing, rather than a
deterioration in individual companies. Overall, the
valuations of PIN’s Application Software companies, for
which we have received information from our private
equity managers, have contracted in line with this trend
but not to the same extent as in the public markets.
Similarly to what we have witnessed in the public
markets, we believe that the de-rating of the multiples
within PIN’s software portfolio appears to reflect broader
public market sentiment rather than company-specific
weakness. The companies within PIN’s software portfolio
have maintained strong fundamentals throughout this
period of AI uncertainty. For our managers, the
development and use of AI is not a new topic and they
have been thinking about the risks and opportunities
that it poses to their portfolio companies for some time.
See “Software: The private equity perspective” and the
case study on Hg on page 28 for more information on
how our managers are approaching the use of AI.
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MANAGER’S REVIEW
Within our own business, Pantheon is increasingly
making use of AI tools to support the analysis of key
performance drivers within our portfolio. Custom AI tools
allow us to efficiently extract and review large amounts
of quantitative and qualitative information contained
in our private equity manager fund reports, which we
subsequently validate. In addition, we have been
developing our capabilities to run an AI disruption
risk evaluation across the holdings in PIN’s portfolio.
This framework measures and scores companies across
seven risk vectors – disintermediation, pricing and
margin compression, moat erosion (i.e. defensibility from
external factors such as a changing market landscape),
competitive shift, execution and unit economics,
governance and liability, and defensive barriers. Scoring
for each risk will be from low to severe, with a low score
indicating limited exposure to the risks while a severe
score indicates existential risk. This analysis enables
Pantheon’s deal teams to efficiently pinpoint the areas
where they may wish to prioritise their time when
evaluating AI risk in existing holdings or new investment
opportunities. However, as many sectors have their own
distinct characteristics and not all companies within
them are the same, deal teams will still carry out detailed
due diligence and apply their judgement after the initial
systematic screening has been undertaken.
The AI risk framework is being iterated as we learn more
about AI risks and opportunities. As a topical example,
looking at Application Software, we have developed
eight distinct archetypes of operating models to capture
the differences in AI disruption risk among software
vendors. At the higher end of the risk spectrum are
the
Horizontal Productivity and Collaboration tools –
typically general purpose, function-agnostic platforms
used for completing everyday work and communicating
across an organisation - as these workflows are at a
higher risk of automation and commoditisation by AI.
At the lower end of the risk spectrum are Vertical
typically provide software for operational workflows
and serve regulated, compliance-heavy domains such
as healthcare, finance and government, and Systems of
Record platforms, which typically house authoritative
data and are often entrenched in mission- critical or
regulated workflows. These workflows cannot be easily
replicated or provided by external AI tools that do not
have access to the proprietary data held within these
systems. From our analysis, indications are that the
6
of PIN’s Application Software exposure
is in the lowest-risk archetypes, Systems of Record
and Vertical SaaS, and is therefore tilted towards the
operating models most insulated from AI risk.
Pantheon’s Proprietary AI Risk Framework
Systems of
Record
Core platforms
housing
authoritative data
and mission-critical
workflows
Business
Intelligence/
Analytics
Analytics/Business
Intelligence layers,
dashboards,
semantic/decision
UX atop data
platforms
Vertical SaaS
(Operational/
Non-regulated)
Vertical systems
for operational
workflows in less
regulated industries
Developer
Tools/API
Developer
workflows, API
tooling, software
delivery, developer
platforms
Vertical SaaS
(Regulated/
Compliance-
heavy)
Software in
regulated domains
Marketing/
Sales/Customer
Success
Tools for demand
generation, sales
enablement,
customer success
and revenue
operations
Workflow
Automation/
Document/
Robotic Process
Automation
Automation
platforms, document
workflows and
orchestration
Horizontal
Productivity &
Collaboration
productivity/
collaboration tools
1
1 8
2 3 4 5 6 7 8
Lower risk as typically houses authoritative data which is often entrenched in mission-critical or regulated
workflows that cannot be easily replicated or provided by external AI tools.
Higher risk as these workflows may be at
increased risk of automation and commoditisation.
Approximately 75% of PIN’s Application Software exposure is in the lowest-risk archetypes
Pantheon is
increasingly
making use of AI
tools to support
the analysis of
key performance
Software companies in PIN’s portfolio,
representing c.80% of the total
number of Application Software
companies.
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MANAGER’S REVIEW
Portfolio analysis and insights
Overall, the portfolio valuation movements during the
continuing to take place at Uplifts
. We saw positive
returns across most investment types in PIN’s portfolio,
albeit we saw weaker performance in Fund Secondaries,
which is a smaller part of the portfolio. Venture was the
strongest performer during the period but this exposure
is only 8% of NAV. We intend to maintain PIN’s exposure
to venture at around this level given the volatility
that can be seen in venture assets over time and
small/mid-market buyouts and North America, towards
which PIN’s portfolio is tilted according to its investment
strategy, performed positively during the period.
In the interim report, we introduced more insight into the
drivers of performance in our direct investment portfolio
and we intend to report on this every six months as part
of PIN’s interim and annual reports. The purpose of this
analysis is to provide more granularity and transparency
to the Board, to help us as Manager of PIN to apply
the learnings and ensure that we are maximising the
potential of the portfolio and investing in the right mix of
assets, and finally to provide more detailed information
that investors and analysts can use to develop a greater
understanding of the different elements impacting the
underlying portfolio. Our analysis, which is based on 88%
coverage of the directs portfolio by NAV, covers the
as this was the most recently available financial data,
and is shown in the value bridge above.
Our analysis indicates that those direct investments
included increased in value during the calendar year to
FX reduced this by 3.4%
8
. While revenue and EBITDA
growth eased slightly compared with the previous
respectively (during the period from June
as a multiplier on the equity returns generated by the
operating growth, resulting in a value uplift of 11.1%.
We
have continued to see a number of negative value
drivers but at a more moderated level than in the prior
period; these included an increase in net debt, multiple
contraction and two companies that were written
page 132.
8 The period covered by this value bridge differs from the Company’s
sterling appreciated materially against the US dollar, which adversely
affected the sterling-equivalent valuations of the predominantly US
dollar-denominated direct portfolio. Over the Company’s financial
stable between the two period-end dates, resulting in a modestly
favourable net foreign exchange impact as reflected in the NAV bridge.
the companies within the directs included in the detailed analysis
on page 21. This may not be representative of the whole portfolio.
For further details, refer to the Alternative Performance Measures
on page 132.
10 The period covered by the value
bridge pertains to the year ended
included in this bridge represent 88%
of PIN’s total NAV in directs and may
not be representative of the entire
portfolio.
11 Vehicle-level impacts include factors
and preferred equity positions.
12 This includes the decrease in
valuation of companies where their
valuation has fallen during the period
13 The period covered by this value
bridge differs from the Company’s
financial year. During the calendar
appreciated materially against
the US dollar, which adversely
affected the sterling equivalent
valuations of the predominantly US
dollar-denominated direct portfolio.
Over the Company’s financial year
between the two period-end
dates,resulting in a modestly
favourable net foreign exchange
impact as reflected in the NAV bridge.
Analysis of the sources of NAV growth within the directs portfolio – December 2024 to December 2025
10
December
2024
December
2025
Value
contribution
due to revenue
growth
EBITDA
margin
impact
Net debt
impact
Multiple
impact
FX
impact
13
100.0%
12.0%
(0.9%)
(1.9%)
104.7%
(3.4%)
(2.4%)
(1.5%)
(0.7%)
101.3%
Portfolio
value
creation
Valuation
movements
to <0.05x
or less
12
Other
vehicle
level
impacts
11
investments that were written down during the period
are included in the analysis and will have no further
negative impact on the portfolio. The increase in the net
debt is significantly influenced by our managers seeking
accretive acquisitions that are complementary to their
portfolio companies rather than being a sign of distress
in those companies. They often use debt funding to
facilitate their M&A activity and, in the majority of cases
in our analysis, the increases in net debt were wholly
or partly related to these “buy-and-build” strategies.
The acquisition and integration of add-ons often
requires additional capital and operating expenditures,
leading to short-term margin compression but longer-
term growth and efficiencies. While there has been an
impact from this during the period, M&A activity has
slowed somewhat in the recent period and therefore we
have observed an easing of borrowing compared with
the previous period. Multiple compression was not as
severe in this period as it was in the prior period and the
de-rating of comparable companies experienced during
that period appears to have now moderated.
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Outlook
The world is in the midst of what could be an era-defining
transformation. But despite the volatility emanating from
global conflicts, a seismic technological shift and an
increasingly polarised political landscape, growth is
holding up and public equity market performance has
been robust. The liquidity in the system and the growth
capabilities offered by AI are still driving performance
and earnings, while boosting investment opportunities
within private equity. At the end of the first half of 2026,
it is becoming clear that companies with the right
attributes – particularly those that are well embedded
with their customer base and with handling their client
data – may be set up to win in this environment.
Backing managers with repeatable operating playbooks
is even more crucial going forward and who we partner
with matters more than ever. PIN’s portfolio is well
diversified and we believe this is important as event
risk is not likely to recede in the near future.
With PIN, our aim is to offer simple access to a global
portfolio of high-quality private companies to investors
of all types and sizes. We have taken bold actions to
improve PIN’s medium- to long-term performance and
significant progress has been made in achieving this. But
the work does not stop there. We will continue to look for
ways in which we can improve the outcomes for PIN and
its shareholders. And that goes to the heart of how private
equity operates – constantly innovating, evolving and
adapting – and it is why Pantheon is both excited and
confident about PIN’s prospects today and in the future.
Despite the challenging M&A environment, portfolio
company exits continued to take place at uplifts to the
holding value 12 months prior. The average uplift during
the year to 31 May 2026 was 18% and the average cost
long-term average, the cost multiple remained robust.
See page 40 for more information.
If we take a deeper dive into PIN’s historical
demonstrated solid performance across investment
been affected by the recent macro reset and market
slowdown. These vintages were peak valuation entry
years and reflect expected extended holding periods,
high valuations paid with extended operational
investment phases. As these assets mature and
valuations adjust, performance should increasingly
reflect operating growth rather than entry multiples.
The timing issues also demonstrate how pro-cyclical
investing has hurt subsequent performance and
underpins our shift towards more consistent deployment
into new investments. Nevertheless, based on our
directs value bridge, the underlying operating trajectory
of the portfolio remains intact and the impact of the
slower macro environment over the past three years
has already been reflected in PIN’s NAV.
MANAGER’S REVIEW
Portfolio by sector
14,15
Information technology 35%
Software & Services 32%
Technology Hardware & Equipment 3%
Healthcare 17%
Healthcare Equipment & Services 14%
Pharmaceuticals, Biotechnology & Life Sciences 3%
Industrials 13%
Commercial & Professional Services 8%
Financials 11%
Diversified Financials 6%
Insurance 4%
Banks 1%
Consumer discretionary 10%
Consumer Services
Retailing 4%
Consumer Durables & Apparel 1%
Communication services 7%
Media & Entertainment 6%
Telecommunication Services 1%
Consumer staples 4%
Food, Beverage & Tobacco
16
2%
Food & Staples Retailing 1%
Household & Personal Products 1%
Energy
2%
Other 1%
GICS
Level
1
Level 2
14 The company sector chart is
based upon underlying company
valuations as at 31 March 2026,
adjusted for calls and distributions
to 31 May 2026. These account for
100% of PIN’s overall portfolio value.
definitions:
and S&P Dow Jones indices, organises
companies based on their primary
business activity. It uses a four-tiered
structure, of which the first two are:
classification, dividing the market
into 11 sectors such as Financials,
Industrials and Healthcare.
sector is further broken down into
cluster companies with similar business
models and operational characteristics.
Industrials sector. This hierarchical
structure supports consistent
benchmarking and portfolio analysis
across global markets.
16 PIN seeks to avoid investment in
tobacco production and distribution.
in 2020. We expect PIN’s energy
exposure to decline over time as a
proportion of the Company’s net assets
as those investments are realised.
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MANAGER’S REVIEW
types, regions and
stages towards
which PIN’s
portfolio is tilted,
according to
strategy,
performed
the period.
Valuation movement by type for the year
to May 2026
5.8%
3.5%
(4.3%)
Primaries
Co-
investments
Manager-led
Secondaries
Fund
Secondaries
3.0%
Valuation movement by region for the year
to May 2026
5.6%
3.0%
(2.3%)
(1.6%)
North America
Global
Europe
Asia
Portfolio by region
18
North America
Europe 33%
Asia 6%
Portfolio by type
18
Primaries
Co-investments 33%
Manager-led Secondaries 20%
Fund Secondaries 8%
in companies
18 Investment type, region and stage charts are based upon underlying fund and company valuations. The charts exclude the portion of the reference portfolio attributable to the ALN.
Valuation movement by stage for the year
to May 2026
33.4%
3.5%
0.9%
3.0%
Venture
Small/mid
buyout
Growth
Large/mega
buyout
(1.8%)
Special
situations
Portfolio by stage
18
Small/mid buyout 48%
Large/mega buyout 24%
18%
Venture 8%
Special situations 2%
PIN’s private equity portfolio generated a +3.1% valuation gain over the year to the 31 May 2026.
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MANAGER’S REVIEW
Sustainability factors are incorporated in
Pantheon’s pre- and post- investment
processes.
Pantheon was one of the first private equity investors to sign up
to the UN Principles for Responsible Investment (“PRI”)
1
back in
develop our Sustainability Policy across all our investment
activities. Pantheon’s commitment to invest with purpose and
lead with expertise to build secure futures centres on generating
strong, long-term investment returns through an investment
discipline focused on financial value creation and risk mitigation.
As a global investment firm and a leading specialist investor in
private markets, we recognise the crucial role that sustainability
factors can play in influencing long-term investment performance.
Pantheon integrates sustainability considerations throughout
its investment processes by taking into account a range of
environmental, social or governance issues. We leverage a
combination of scorecards, depending on the transaction type, for
both pre-investment evaluation and post-investment monitoring,
engagement and reporting. An investment’s sustainability profile is
one of several factors that we consider when evaluating managers
and investments. Pantheon also uses RepRisk, a third-party
news information service, as part of its screening, due diligence
and monitoring processes to ensure extensive coverage of any
sustainability issues within PIN’s portfolio. Post-investment,
Pantheon conducts an annual Sustainability Survey of its private
equity managers, which includes PIN’s managers, to populate the
scorecards and monitor the underlying private equity managers’
sustainability practices.
Today, more than half of the portfolio (by value) is invested
directly into companies. In our view, this gives Pantheon more
visibility on sustainability risks and opportunities and enables
Pantheon to undertake due diligence on a range of sustainability
factors on individual companies before investing.
The PIN Board has oversight of sustainability matters within PIN’s
portfolio. Dame Susan Owen DCB, in her capacity as Sustainability
Lead, is responsible for (i) monitoring and reviewing Pantheon’s
approach to sustainability integration for PIN and (ii) ensuring
Pantheon’s overall approach to sustainability and climate-related
considerations is discussed by Board members.
In June 2026, we published our third sustainability report on PIN,
which is available on the Company’s website. See the report for
more information.
Pantheon has developed its own Sustainability Scorecards to provide a comprehensive view of each investment
during due diligence and to support ongoing monitoring
Sustainability Scorecards
1 United Nations Principles for
Responsible Investment.
Read about our
sustainability
approach here:
Multi-asset rating
Private equity manager rating
Fund rating Single-asset rating
Private equity manager
– Oversight & implementation
– Reputation
– Climate
– Diversity, equity & inclusion
– Biodiversity
Fund
– Track record
– Sustainability commitments
– Climate
– Reporting
Single asset
– Inherent sector risk
– Oversight & implementation
– Country risk
– Reputation
– Climate
– Biodiversity
Multi-asset
– Inherent sector risk
– Country risk
– Reputation
– Climate
– Biodiversity
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MANAGER’S REVIEW
SPOTLIGHT ON THE PRIVATE
Secondaries market volume
1
26
37
47
42
80
72
54
226
160
114
103
134
60
Volume CAGR +20%
250
200
100
0
2013 2014 2015 2016 2017 2018 2019
2020
2025
150
50
2021 2022
2023 2024
T
ransact
i
on vo
l
ume
(US$b
n
)
LP-led
Pantheon is an active participant in the
private equity secondary market, which
serves as both a source of investment
opportunities as well as a portfolio
management tool to sell assets and
generate liquidity.
Market size and depth
In private markets, the secondary market
has grown significantly in recent years and
active participants within it. Manager-led
or continuation funds) are when managers
use the secondary market to provide
liquidity to their investors while investors
typically use the secondary market as a
portfolio management tool. Against a
backdrop of low exit activity in the private
equity market, the secondary market can
and their investors meet their liquidity needs.
An important feature of the secondary
market is that a private equity manager
always retains control over who can invest
in their fund(s). They can, and will, block
potential buyers from taking a position in
their funds if they do not regard them as a
good fit.
The secondary market set another record
Transaction volumes of US$226bn
1
of which were private equity Secondaries,
represented a 41% year-on-year increase.
While the market is growing strongly,
not all assets can be easily sold in the
secondary market. There is a deep and
established market for fund Interests but
it is currently more limited for direct
investments such as Co-investments and
Manager-led Secondaries. The reasons for
this include:
– Price discovery for directs is more
difficult;
– The process takes longer than for fund
sales as more in-depth due diligence
is usually required;
– Private equity managers can be more
restrictive about who they will allow
to take over the position; and
– Manager-led single-asset secondaries
are still a fair
ly nascent market, therefore
there is not much volume.
41%
increase in secondary market
transactions year on year
26
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MANAGER’S REVIEW
Pricing dynamics
Achieving the right pricing is critical in the
secondary market – weaker markets can
result in forced selling and sellers having to
accept higher discounts. Having said that,
secondary transactions do typically price at
a discount to NAV. These discounts reflect
the cost of capital of the new buyer and their
expected return on the underlying asset –
it can be different from the carrying value
of the investment today. In addition, the
discounts are usually quoted relative to
prior to the transaction being completed).
When the roll forward adjustments – such
as the growth in the underlying assets, FX,
cash flows, fees and expenses – are taken
into account, the net or realised discount
on the current NAV is usually higher.
Transactions that are for cash at the time
of completion are not directly comparable
to those transactions where part or all of the
payment is deferred.
Timescale needed to complete
a secondary transaction
Secondary deals are complex and
take time to execute:
PREPARATION OF THE TRANSACTION
Operating in the secondary market
For PIN, periodic asset disposals are a useful
tool for portfolio management, to generate
liquidity and to support the implementation
of our refreshed investment strategy. It is
necessary to have significant expertise
to transact well in the secondary market.
Pantheon is an experienced player in this
and a dedicated team of 28
1
private equity
investment professionals. We will continue to
make use of the secondary market on behalf
of PIN when it makes sense to do so for the
benefit of the Company and its shareholders.
35
years
of experience in the secondary
market built up by PIN
A SECONDARY MARKET ADVISER IS OFTEN
APPOINTED TO ASSIST WITH THE PROCESS
CONSENTS REQUIRED FROM PRIVATE EQUITY
MANAGERS – TH EY RE TAIN FU LL CO NT RO L O VER W HO
CAN INVEST IN THEIR FUNDS
MULTIPLE BIDDING ROUNDS TO FIND SUITABLE
BUYERS AND PRICING
LEGAL PROCESSES AND QUARTER-END
CLOSINGS CAN LENGTHEN THE TIME TAKEN TO
COMPLETE THE TRANSACTION
A typical secondary sale process can
take at least six months
SPOTLIGHT ON THE PRIVATE EQUITY SECONDARY MARKET
1 As at 30 June 2026.
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MANAGER’S REVIEW
The enterprise software industry has faced a difficult start to the
year in the public markets, with a wave of sell-offs at the beginning
of February and a sharp fall in public market valuations as a result of
investor concerns about the surge in AI use and the impact of this on
software companies. However, the insights from our private equity
managers reveal that while the software industry will be impacted
by the implementation of AI, the story is far more nuanced than the
recent turmoil in the public markets suggests.
The software specialist private equity managers that we work
alongside note that – notwithstanding the noise in public market
trading – software is and will remain a large and resilient piece of the
enterprise ecosystem. Similar to previous technological super cycles
(e.g. the shift from mainframe to PC, the migration of on-premises
provision to Software-as-a-Service (“SaaS”), and now from SaaS
to agentic systems), the prevailing sentiment in private equity is
positive overall. In many cases, software specialist private equity
several years and hold regular AI forums, events and workshops
example of this in PIN’s portfolio. See the case study on page 28.
Buyout and venture managers alike report that there is no evidence
yet of weakening demand due to the ongoing adoption of large
language models (“LLMs”), and that the software companies in their
portfolios continue to deliver strong retention, topline and margin
expansion despite the AI panic dominating headlines. We have seen
this play out in PIN’s software portfolio as well, which we believe
demonstrates the quality of the software companies in the portfolio,
the resilience of
their operating models and the expertise of our
private equity managers in navigating the AI disruption. In addition
to con
sidering how AI tools can introduce efficiencies and enhance
their own businesses as well as their portfolio companies, our
managers have also been investing in some of the big names
that are active in the AI space. For example, PIN has exposure to
Anthropic, OpenAI and Databricks.
What Public Investors See What Private Investors See
Stock price volatility
New AI-native vendor
announcements
Customer anecdotes
that can add confusion
rather than clarity
Prevailing zero-sum narrative
(e.g. the gains of one vendor type
will come directly at the expense
of the other)
Demanding higher risk premia
Detailed portfolio company
churn data
Detailed discussion with heads of
procurement at customers
The evolution of portfolio company
product roadmapping through to
initial traction
portfolio company level
Unit economic changing inside
their portfolio companies
Historical pattern of
technology supercycles being
positive-sum stories rather
than zero-sum stories
Existential risk for
certain types of
software
Multiple
compression risk
Uneven
distribution of
winners and
losers
While AI is not killing off software, it is undeniably reshaping the
economics of the industry. Software is being repriced around who
owns the data, the workflow and the outcome, shifting revenue
pricing models from seat-based towards consumption-based pricing.
This will pose a new layer of execution risk for some companies
certainly, and while certain business models will become structurally
impaired, others will go extinct. However, for those companies with
durable moats stemming from proprietary and/or permissioned data,
audited workflows, distribution and network effects, and enterprise-
grade trust and security, AI has the potential to open up new and
large pockets of corporate budgets that have never existed before
for software, or that were previously focused on labour. That is a
potentially enormous opportunity for the sector that is enabled by
AI, and our managers are taking advantage of this. It is notable that
within the software sector a whole range of market participants –
blue-chip venture managers, software buyout managers and some
of the biggest large-cap firms – have invested heavily in generative
AI in their portfolios or for their own businesses. The largest manager
projects related to AI strategy.
In private equity, the views of software-dedicated PE managers are
informed by a unique vantage point as they operate their portfolios
and digest customer feedback in real time. They have a perspective
formed from working closely with their enterprise software portfolio
companies rather than from the “outside looking in” view of the
public markets.
SOFTWARE: THE PRIVATE
EQUITY PERSPECTIVE
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Our private equity managers’ insights show that while some vendors
may be challenged, others will benefit immensely from layering
AI into existing embedded offerings. This potential disparity in
performance within the software sector highlights the continuous
importance of deal selectivity to create a robust portfolio that can
withstand any future shifts in the sector. Similarly, in an environment
where AI is reshaping software economics, outcomes depend less
on exposure and more on execution, and that execution advantage
largely sits at the manager level. Being invested alongside the
right private equity managers to make those choices and with
the strongest insights into market performance is a key focus
for Pantheon.
While software is the sector that is currently hitting headlines, there
are few industries that are likely to be completely unaffected by the
potential impact of AI. There will be winners and losers in this new
AI-driven world, therefore AI readiness and defensibility is a core
consideration for every new investment that Pantheon makes on
behalf of PIN.
MANAGER’S REVIEW
INVESTING IN AI AND TURNING
IT INTO OPPORTUNITY
Hg is a Europe-based private equity
manager that has been investing in
softwaresince 1990 and accounts for
4.6%
1
of PIN’s portfolio.
During that time, Hg has successfully navigated two major tech
cycles: they led the migration from on-premises provision
to SaaS across more than 40 portfolio companies (including in
Visma, which is one of the largest companies in PIN’s portfolio)
and, in more recent years, they have been at the forefront of
The use and development of AI tools is not a new phenomenon
for Hg, which has been investing in its AI capabilities for over a
decade. In 2016, they formed their data and AI team and at that
time saw their first AI use cases in their portfolio companies.
with a 20-person dedicated in-house AI team. In addition, Hg
has a team of approximately 100 AI engineers building products
as part of Hg Catalyst, while the firm has formed more than 20
and this has increased significantly to more than 1,600 projects
in 2026.
since 2018 and in which PIN co-invested alongside Hg in 2022,
is a leading provider of fully integrated mission-critical business
management software solutions to medium-sized organisations
in the UK. Its products are used across a variety of functions
such as finance, HR, payroll, hospitality, recruitment, health &
social care, manufacturing & distribution, education and
not-for-profit sectors. Hg started Access’s ambitious AI
customers are resolved by AI, which has increased Access’s
Net Promoter Score (“NPS”)
2
by 24, and Access’s engineering
output has increased by 4.6x in 10 months.
For Hg, AI is significantly increasing the total addressable
market for its portfolio companies as they are able to use the
proprietary data that they have accumulated, often over many
years, to further develop useful products and efficiencies for
their end customers.
In these cases, there is greater potential for customer
dependency and stickiness. With Hg’s focus on companies
providing systems for business areas such as compliance, HR
and accounting, among others, the evolving regulatory landscape
also creates a favourable environment for future growth.
CASE STUDY
1 As at 31 May 2026.
company’s products, services or brand.
– Incumbency = right
to win
–
have built moats or serve
low switch risk industries
– AI expands the enterprise
software addressable
market
– Creates new inorganic
growth and exit
alternatives
– AI makes software
stickier than ever
– Coding is no longer
amoat
– Seat-based economics
will be under pressure
– Some categories are
simply doomed
– SaaS becomes
“safe but stagnant”
–
multiples need to re-rate
Bull case for SaaS Bear case for SaaS
1,600
live AI projects underway within Hg’s portfolio
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EXIT CASE STUDY
CLOUD SECURITY PIONEER
Wiz is a cloud-native cybersecurity platform
founded in 2020 by four co-founders, who were
all veterans ofa prior successful cybersecurity
company exit.
It helps enterprises find and prioritise the most critical
security risks across their cloud environments, mapping
how different exposures combine into attack paths so
security teams can focus on the issues that matter most.
in annual recurring revenue, reaching that milestone in
under five years.
PIN distributions
Gross multiple
Geography
North America
Investment type
Primary
Sector
Information technology
Stage
Venture/growth
Managers
Index Ventures;
Insight Partners
Exit type
Trade sale
US$1bn+
in annual recurring revenue
secured by 2025
31x
gross multiple
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CLOUD SECURITY PIONEER
CONTINUED
Why PIN invested
– Differentiated product: Wiz’s architecture addressed
a clear gap: companies moving to the cloud lacked
tools that could give their security teams a unified
view across all their cloud environments without
complex software installation.
– Founder track record: The founding team had
relevant prior experience, having previously built and
sold a cybersecurity company to Microsoft, giving
both managers confidence in management’s ability
to execute.
– Index Ventures: Backed Wiz from seed and
participated in every subsequent funding round,
with conviction in the company’s potential to lead
the cloud security market.
– Insight Partners
phase through its proprietary outbound sourcing
programme and software sector expertise, backing
the company as it scaled rapidly towards US$1bn in
annual recurring revenue.
Key drivers
– Category creation at the right moment: Accelerating
enterprise cloud migration created demand for tools
that could provide security teams with visibility across
complex, multi-cloud environments.
– Proprietary architecture: Wiz’s approach was faster
to deploy and worked across all major cloud providers
simultaneously, giving it an advantage over existing
security tools that required more complex installation
and offered narrower coverage.
– Exceptional commercial execution: Wiz scaled from
approximately US$1m in annual recurring revenue
a trajectory that made it the fastest software
company ever to reach the US$100m milestone.
Its customer base grew to include Morgan Stanley,
BMW and LVMH.
– Strategic scarcity at exit: As the largest independent,
cloud-neutral security platform, Wiz had become
a strategically critical asset for the major cloud
around 40% above an earlier approach the company
scarce, best-in-class independent asset can
command at exit.
Our partnership with Index Ventures and
Insight Partners
Pantheon has maintained long-term primary fund and
co-investment relationships with both Index Ventures
and Insight Partners across many fund generations,
reflecting a long-standing and well-aligned investment
relationship.
Exit and outcome
PIN received approximately £26.4m in distributions
across its Index Ventures and Insight Partners
fund positions. On a blended basis, PIN’s combined
Wiz holdings generated a gross multiple of
approximately 31x.
Wiz annual recurring revenue growth (US$m)
2
0
2
0
US$1m
US$100m
US$1bn
2
0
21 2
0
2
5
US$1m
US$350m
US$500m
2
0
22 2
0
2
3
2024
EXIT CASE STUDY
US$32bn
acquisition by Google finalised
in March 2026
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LEADING
PHARMACEUTICAL
COMMERCIALISATION
PLATFORM
Swixx BioPharma is the largest independent
pharmaceutical commercialisation platform
across rest-of-world markets, spanning over
45 countries throughout Central and Eastern
Europe, several CIS markets, Latin America,
parts of the Middle East and Turkey.
Founded in 2014, Swixx serves as a ready-made
commercial partner for pharmaceutical companies
seeking to sell branded prescription drugs in markets
where they lack a local presence, managing market
access, regulatory approvals, logistics, compliance,
sales forces and medical networks on their behalf. The
business commercialises drugs for nearly 80 partners,
including large multinational companies like Sanofi,
Lundbeck and Bristol Myers Squibb, but also biotechs
such as BridgeBio, Incyte, Krystal Biotech and Madrigal.
NEW INVESTMENT CASE STUDY
Commitment
Sector
Healthcare
Geography
Europe
Investment type
Co-investment
Stage
Medium buyout
Vintage
2026
Manager
SK Capital Partners
80
drug commercialisation partners,
including several multinationals
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NEW INVESTMENT CASE STUDY
LEADING PHARMACEUTICAL
COMMERCIALISATION PLATFORM
CONTINUED
Why PIN invested
– Large and growing market: Swixx operates in a large,
underpenetrated addressable market across its core
spend is currently outsourced to partners like Swixx,
outsourced segment growing 10% to 12% a year.
– Differentiated platform: Pharmaceutical companies
prefer to work with a single partner covering many
countries rather than managing numerous small
regional vendors. Swixx’s presence across over
coverage, broad range of therapeutic areas and
professional workforce coming from international
pharma, makes it an increasingly attractive choice.
– Clear value creation agenda: SK Capital has a
well-defined plan to build on Swixx’s strong
momentum and drive its next phase of growth.
– Sponsor fit:
the pharmaceutical value chain and deep sector
expertise, SK Capital brings a proven playbook for
scaling businesses like Swixx.
Key drivers
– Resilient, non-cyclical demand: Spending on branded
prescription medicines is largely inelastic and has
historically proven resilient through economic cycles,
underpinning a durable revenue base. At the same
time, pharmaceutical companies’ structural shift
towards outsourcing in complex, smaller markets
provides a long runway for continued growth.
– Network effects and single-partner advantage: With
each new partner and market it adds, Swixx increases
its density and value proposition, reinforcing its appeal
to prospective partners while creating opportunities
to expand relationships with existing clients.
– Sticky, long-term contracts: Swixx’s partnerships are
typically multi-year and highly durable, resulting in
strong retention across its partner base. These deep,
long-standing relationships give Swixx early insight
into partners’ pipelines and a natural inside track on
new product launches, positioning the business to
capture growth as partners bring new medicines to
market.
– Operational improvement upside: Reinvigorating
business development function with additional
resources, opportunity to upgrade operational
processes and pursuing selective acquisitions to enter
new geographies represent clear, actionable levers.
Our partnership with SK Capital
SK Capital Partners is a New York-based middle-market
buyout firm focused on the material sciences, specialty
ingredients and life sciences sectors. Pantheon has a
primary relationship with SK Capital and has co-invested
alongside the firm previously, and this relationship
provided the basis for securing allocation in Swixx.
10% to 12%
annual growth expected in the outsourced pharma segment
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EXECUTIVE MANAGEMENT TEAM
Charlotte Morris
Partner, PIN and Secondary Investment
Joined 2006; 22 years of private equity
experience. Charlotte is a Partner in
is responsible for managing the activities
of PIN. She is involved in all aspects of
the Secondaries business, including the
analysis, evaluation and completion of
secondary investment opportunities.
Charlotte joined Pantheon in 2006 from
Cdb Web Tech, an investment vehicle listed
on the Milan Stock Exchange, and spent
Francisco office. She serves as a member of
Committee, Investment Management
Committee and Sustainability Committee,
and is engaged across Pantheon’s
transactional investment activities.
Vicki Bradley
Principal, PIN
Joined 2016; over 16 years of investor
relations and communications experience
with publicly listed companies. Vicki is Head
of Investor Relations & Communications
for PIN. Prior to joining Pantheon, she
companies, as well as at a Dutch-listed
investment trust.
Maria Candelario
Principal, PIN
Joined 2014; 16 years of private equity and
investment banking experience. Maria is
responsible for investment strategy,
portfolio management, vehicle financing
and reporting for PIN. Prior to joining
Pantheon, Maria worked in mergers and
acquisitions at Credit Suisse, where she
evaluated investments and was responsible
for executing buy- and sell-side M&A
transactions across a variety of sectors.
She has also held senior finance positions
at Citi and IBM.
Kalonga Mumba
Vice President, PIN
Joined 2023; 14 years’ experience in
advisory, equity research and private equity.
Kalonga is responsible for portfolio analysis,
investment analysis, financial forecasting,
optimising vehicle financing, reporting
and vehicle management. Prior to joining
Pantheon, he worked as a freelance
consultant on various corporate finance
assignments. He also held assurance and
advisory roles at PwC and later as an equity
research analyst at a boutique research
firm. He qualified as a Chartered Certified
Accountant with PwC.
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EXECUTIVE MANAGEMENT TEAM
David Lees
Principal, Fund Finance
Joined 2026; over 20 years of fund finance
and financial reporting experience. David
is a Principal within Pantheon’s Fund
Finance team. David joined Pantheon from
PLC, a listed renewable infrastructure fund,
and was responsible for the delivery of the
annual and semi-annual reports, quarterly
NAV reporting and oversight of financial
reporting across the portfolio of more than
David was with InfraRed Capital Partners,
unlisted infrastructure funds. David holds a
Bachelor of Business degree and has been
a member of CPA Australia since 2003.
Amar Pervaz
Vice President, Fund Finance
Joined 2021; over five years of private
equity experience. Amar is a Vice President
within Pantheon’s Fund Finance team,
where he is responsible for the reporting,
valuation and external audit of PIN. Prior to
joining Pantheon, Amar spent time in various
finance and operations roles working across
multiple products, working for both fund
administrators and asset managers. Amar
is a fellow of the Association of Chartered
Certified Accountants.
Brett Perryman
Partner, Global Head of Marketing and
Communications
Joined 2021; Brett is a Partner and
Communications. Prior to joining Pantheon,
she was Head of External Relations at
organisation focused on rebalancing capital
markets to support a long-term, sustainable
economy. Before that, Brett was Head of
Corporate Communications at BrightSphere
multi-boutique asset management company
based in Boston.
SUPPORTING
ANALYSIS
(UNAUDITED)
Investment Activity 36
Net Portfolio Cash Flow 38
Exit Activity 40
Largest 50 Companies by Value 41
Largest 50 Managers by Value 43
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INVESTMENT ACTIVITY
portfolio value, highlight the successful realisation of
investments and underscore the portfolio’s ability to
generate liquidity despite ongoing market uncertainty.
at completion.
Overall, the portfolio maintained its strength and
strategic direction, with growth in the underlying
portfolio companies and ongoing investment activity
positioning it well for future value creation.
+3.1%
Portfolio return excluding foreign
exchange eects
Private equity portfolio movements
Portfolio
value
31 May
2025
1
Portfolio
value
31 May
2026
1
Valuation
gains
2
FX
impact
Distributions
4
Calls
4
New
investments
3
£2,418m
£76m
£19m
£177m
£50m £2,348m
(£392m)
2 Excluding returns attributable to the ALN share of the portfolio.
3 Amount drawn down at the time of commitment.
4 Refer to Capital calls and Distributions for further details.
PIN’s private equity portfolio
demonstrated resilience over the
12-month period to 31 May 2026,
generating valuation gains of
+3.1%before foreign exchange
effects.
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INVESTMENT ACTIVITY
New commitments by region, by stage andbytype
The Company intentionally managed its investment
pacing for direct investments to ensure liquidity was
preserved in a market environment experiencing lower
exit levels than historically. Co-investments and
Manager-led Secondaries tend to be highly funded at
the time of deal completion, while primary commitments
involve little to no cash outlay and are instead called
down over a period of four to five years. The timing of
primary commitments is linked to the fundraising cycles
of a core list of private equity managers.
PIN made 16 new investments during the financial
These commitments were to seven primary funds
In addition, PIN was able to deploy capital to capture
value for its shareholders, by acquiring its own shares
at a significant discount to NAV. During the year, the
Company invested £118.4m in share buybacks at an
average discount of 30% to the prevailing NAV per
share at the time of the transactions.
New commitments by region
Europe 63%
North America
New commitments by stage
Small/mid buyout
Venture
Large buyout 14%
New commitments by type
Primaries
Co-investments 22%
Manager-led Secondaries 21%
Our investment process
Investment opportunities incompanies and
complementary funds are originated
viaPantheon’s extensive and
well-established platform
We invest with a core group of private equity
managers globally, who are able to identify and
create value in their portfolio companies
Cash generated from the sale of those
companies is returned to PIN and redeployed
intonew investment opportunities,
includingshare buybacks in accordance
withtheCapital Allocation Policy
Cash deployment split
1
Share buybacks
New investment costs 30%
PIN committed
£168.7m in new
£118.4m in
buybacks.
the period.
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NET PORTFOLIO CASH FLOW
Distributions
1
continued to generate positive net cash.
equivalent to an annualised distribution
1
rate of 16%
1 Distribution rate equals distributions in the period (annualised) divided by opening portfolio value.
2 Call rate equals calls in the period (annualised) divided by opening undrawn commitments. All call figures exclude the acquisition cost of new
manager-led secondary and co-investment transactions.
Distributions are starting to recover from very low levels
May
21
Aug
21
Nov
21
Feb
22
May
22
Aug
22
Feb
23
May
23
Aug
23
Nov
23
Feb
24
Aug
24
May
26
Nov
24
May
25
Aug
25
Feb
26
0%
10%
20%
30%
40%
Feb
25
Nov
22
May
24
Nov
25
Annualised distribution
rate by quarter
16%
Average distribution rate for
theyear to 31 May 2026
Capital calls
2
commitments during the year to 31 May 2026
annualised call rate of 26%
3
of opening undrawn
Call rates are returning to normal levels
May
21
Aug
21
Nov
21
Feb
22
May
22
Aug
22
Nov
22
Feb
23
May
23
Aug
23
Nov
23
Feb
24
May
25
May
24
Aug
24
Nov
24
Feb
25
0%
10%
20%
30%
40%
Aug
25
Nov
25
Feb
26
May
26
Annualised call rate
by quarter
26%
Average call rate for the
yearto31 May 2026
3
19%
Average distribution rate
over the last ten years
23%
Average call rate over
the last ten years
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Portfolio cash flow generation increased significantly in the period
250
200
100
0
FY2017 FY2018 FY2019 FY2020 FY2021 FY2022
FY2023
FY2026
150
50
FINANCIAL YEAR
FY2024 FY2025
Net portfolio cash flow (£m)
Net portfolio cash flow
1
PIN saw distribution rates increase from 12% to 16%
during the 12-month period. As a result, PIN’s net
portfolio cash flow increased by nearly two-thirds
portfolio has consistently generated positive cash flow
amounting to a total of £1.6bn over the last ten years.
NET PORTFOLIO CASH FLOW
£1.6bn
Total net portfolio cash flow
generated over ten years
1 Net portfolio cash flow equals distributions less capital calls.
PIN is well positioned to generate
positive cash flows given the
portfolio’s maturity profile.
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Exit realisations by type
2
EXIT ACTIVITY
Uplifts on exit realisations
1
>(100)–
(50)
>(25)–
(10)
>0–
10
>(10)–
0
>25–
50
>50–
75
>75–
100
>100–
150
>(50)–
(25)
>10–
25
Percentage Uplift on exit
The distribution % of Uplifts
on exit realisation proceeds
20
0
5
10
15
Exits continue to be incremental to
returns, demonstrating value creation
over the course of PIN’s investment.
Realisations and exits
PIN’s mature portfolio continued to generate
distributions despite a subdued exit environment.
Distributions have been accretive to returns, with many
reflecting realisations at uplifts to carrying value.
average, achieved an uplift and cost multiple on exit of
respectively. While the uplifts were lower than the
long-term average, the cost multiple remained robust.
Write-offs, defined as investments whose holding
period and where a confirmation of a permanent value
impairment is received from the underlying private
equity manager, are excluded from the uplift and cost
multiple analysis. Write-offs for the period amounted to
Performance Measures section for
weighted average uplift and cost
multiple calculations, coverage and
other disclosures. Write-offs have
been excluded from the analysis.
Past performance is not indicative
of future performance.
2 The data coverage is 100%
(for exit realisations by sector) and
of proceeds from exit realisations
received during the period.
3 Initial public offering.
Cost multiples on exit realisations
1
40
0
10
20
30
>0.0x–0.5x
>0.5x–1.0x
>1.0x–1.5x >2.0x–3.0x >4.0x–5.0x >5.0x
>1.5x–2.0x
>3.0x–4.0x
Exit multiples on initial cost
The distribution % of cost
multiples on exit realisations
Exit realisations by sector
2
Information technology
Healthcare 23%
Consumer
Telecommunication
services
14%
Financials 11%
Industrials
Materials 2%
Other 3%
Secondary buyouts 61%
Trade sales 36%
IPO
3
and secondary
share sale
3%
+18%
Average Uplift for the year
to 31 May 2026
2.9x
Average cost multiple for
the year to 31 May 2026
+28%
Average Uplift on exit realisations
1
over the last ten years
2.9x
Average cost multiple on exit
realisations over the last ten years
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LARGEST 50 COMPANIES BY VALUE
Company Website
Investment
type Description
% of PIN
portfolio
company
NAV
1
Non-food discount stores
1.5%
2
Provider of software solutions for finance
and HR departments
1.4%
3
Provider of IT management and monitoring
software services
1.4%
4
Orthodontic treatments and services provider
1.1%
5
A fintech app which provides various
financial services
1.0%
6
Digital consulting and software company
1.0%
7
Provider of enterprise software for ERP, asset
management and field service operations
0.9%
8
3
An independent wealth management firm
0.9%
9
Provider of food waste recycling services
0.9%
10
Consultant to telecommunication
service providers
0.8%
11
Recruitment platform for nurses
0.8%
12
Digital advertising company
0.8%
Company Website
Investment
type Description
% of PIN
portfolio
company
NAV
13
Mobile phone insurance company
0.8%
14
Developer of a cloud-based modelling
and planning platform
0.8%
15
Healthcare provider
0.7%
16
Satellite communication equipment provider
for the maritime industry
0.7%
17
Provider of wireless internet connectivity
solutions
0.6%
18
Developer of cloud-based patient safety
and risk management software
0.6%
19
Cybersecurity services provider
0.6%
20
Developer of assistive learning technology
for education and the workplace
0.6%
21
An insurance services provider specialising in
employee benefits and brokerage solutions
0.6%
22
A provider of continuing medical education
programmes for healthcare professionals
0.6%
23
A company providing real-time graphics and
media production tools for broadcasters
0.6%
24
Provider of cloud consulting and engineering
services
0.6%
25
Provider of technology-enabled retirement
and investment services
0.6%
26
Provider of 3D design, engineering and
manufacturing solutions
0.6%
Primary Fund Secondary Co-investment Manager-led Secondary
Investment type
and distributions to 31 May 2026, and includes the portion of the reference portfolio attributable to the ALN.
3 Formerly called London&Capital.
4 Formerly called Millennium Trust Company.
4
491 companies comprise 80% of PIN’s NAV as at 31 May 2026.
1,2
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LARGEST 50 COMPANIES BY VALUE
and distributions to 31 May 2026, and includes the portion of the reference portfolio attributable to the ALN.
Company Website
Investment
type Description
% of PIN
portfolio
company
NAV
27
Provides financial advisory, insurance and
employee-benefits solutions
0.6%
28
Provider of solutions to mitigate health
insurance costs for mid-size employers
0.5%
29
Provider of critical connectivity and
IoT solutions
0.5%
30
Provides cosmetic lab services
0.5%
31
An analytics firm offering payment accuracy
and data solutions
0.5%
32
Manufacturer of fire protection products
and systems
0.5%
33
Operator of fast food chain restaurants
0.5%
34
Commercial services platform for the life
sciences sector
0.5%
35
Digital marketing and recruitment
services provider
0.5%
36
Large US franchise operator of
Taco Bell quick-service restaurants
0.5%
37
Producer of beef and other animal
protein products
0.5%
38
Provider of disclosure management services
0.5%
Company Website
Investment
type Description
% of PIN
portfolio
company
NAV
39
Natural gas and oil producer
0.5%
40
Provides teleradiology reporting services to
public and private health organisations
0.5%
41
A management and technology consulting
firm specialising in digital transformation
0.5%
42
A restaurant company owning and operating
multiple fast-food and casual dining brands
0.5%
43
An independent wealth management and
financial planning firm
0.5%
44
Restaurant franchise
0.5%
45
Provider of identity security and
governance
software
0.5%
46
Online comparison platform for consumer
insurance, finance, utilities and travel products
0.4%
47
Operator of alternative high schools helping
students re-engage and earn their diploma
0.4%
48
Provider of business messaging and
communications services
0.4%
49
Developer of coding software
0.4%
50
Provider of technology solutions and services
for insurance claims management
0.4%
Coverage of PIN’s portfolio company NAV
33.1%
3
491 companies comprise 80% of PIN’s NAV as at 31 May 2026.
1,2
Fund Secondary Co-investment Manager-led Secondary
Investment type
Primary
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LARGEST 50 MANAGERS BY VALUE
2 Refers to the regional exposure of funds.
3 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.
4 The private equity manager does not permit the Company to disclose this information.
Company Website Region
2
Stage
% of total private
equity asset value
3
1
North America
5.7%
2
Venture,
4.9%
3
Europe Buyout
4.6%
4
Buyout
2.6%
5
Europe Buyout
2.6%
6
4
North America
2.5%
7
Europe Buyout
2.2%
8
North America Buyout
2.2%
9
North America Buyout
2.2%
10
Europe Buyout
2.0%
11
North America Buyout
2.0%
12
North America Buyout
1.9%
Company Website Region
2
Stage
% of total private
equity asset value
3
13
North America Buyout
1.9%
14
Europe
1.8%
15
Europe Buyout
1.7%
16
Europe Buyout
1.7%
17
Asia
1.7%
18
Europe Buyout
1.6%
19
North America
1.4%
20
North America
1.3%
21
(formerly Ergon Capital Partners)
Europe Buyout
1.3%
22
North America Buyout
1.3%
23
North America Buyout
1.3%
24
(formerly Apax Partners MidMarket)
Europe Buyout
1.3%
25
North America Venture
1.2%
26
North America
1.2%
Top 50 managers account for 77% of NAV as at 31 May 2026.
1
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LARGEST 50 MANAGERS BY VALUE
2 Refers to the regional exposure of funds.
3 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.
Company Website Region
2
Stage
% of total private
equity asset value
3
27
North America Buyout
1.2%
28
North America Buyout
1.1%
29
North America Buyout
1.1%
30
North America Buyout
1.1%
31
North America Buyout
1.1%
32
North America Buyout
1.1%
33
Special
Situations
1.1%
34
North America Buyout
1.0%
35
Venture
1.0%
36
North America Buyout
0.9%
37
North America Buyout
0.9%
38
Europe Buyout
0.9%
Company Website Region
2
Stage
% of total private
equity asset value
3
39
North America Buyout
0.8%
40
Europe Buyout
0.8%
41
Europe Buyout
0.7%
42
North America
Special
Situations
0.7%
43
North America Buyout
0.7%
44
North America Buyout
0.7%
45
Europe Buyout
0.7%
46
North America Buyout
0.7%
47
North America Buyout
0.7%
48
Asia Buyout
0.6%
49
North America Buyout
0.6%
50
Asia Buyout
0.6%
Coverage of PIN’s private equity asset value
76.9%
4
Top 50 managers account for 77% of NAV as at 31 May 2026.
1
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STRATEGIC
REPORT
Key Performance Indicators 46
Risk Management and Framework 49
Risk Management and Principal Risks 51
Directors’ Duties and Stakeholder Engagement
54
Viability Statement 59
PART 2
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KEY PERFORMANCE INDICATORS
NAV per share growth buoyed by valuation gains
and share buybacks
1
NAV per
share growth
1
What this is
NAV per share reflects the attributable value of a shareholder’s holding
in PIN. The provision of consistent long-term NAV per share growth is
central to our strategy.
NAV per share growth in any period is shown net of foreign exchange
movements and all costs associated with running the Company.
Valuations are determined in accordance with Pantheon’s Valuation Policy.
How PIN has performed
–
with the prior financial year end.
– Valuation
gains, investment income, foreign exchange movements and
Link to our strategic objectives
– Investing in high-performing private companies alongside and through
top-tier private equity managers globally, to maximise long-term
capital growth.
– Mitigating investment risk through the diversification of PIN’s
underlying portfolio.
Examples of related factors that we monitor
– Valuations provided by the underlying private equity managers.
– Fluctuations in currency exchange rates.
– Opportunity to repurchase own shares at attractive discounts.
During the period, NAV per share increased by +4.3%, driven by
valuation gains, favourable foreign exchange movements, investment
income and the accretive impact of share buybacks. Portfolio return
was muted but positive, reflecting the resilience ofthe portfolio.
Despite persistent macroeconomic and geopolitical uncertainty,
the five-year total shareholder return increased in the past 12 months.
In addition, net portfolio cash flow increased significantly (1.7x
relative to the previous year) underscoring an improved distribution
market environment.
The Company continues to actively manage its liquidity and
maintain a high level of coverage for undrawn commitments.
Webelieve that a prudent gearing strategy can enhance
long-term returns while preserving financial flexibility.
Total shareholder returns increased following
improved market sentiment
2
Five-year
cumulative
total
shareholder
return
What this is
Total shareholder return constitutes the return to investors, after taking
into account share price movements (capital growth) and any share
buybacks during the period.
The Board’s strategy is to deliver returns for shareholders through
the growth in NAV and not through the payment of dividends.
How PIN has performed
–
– Share price discounts to NAV have narrowed in the listed private
equity sector. The discount on PIN’s shares was 21% at the period
peers
2
Link to our strategic objectives
– Maximise shareholder returns through long-term capital growth.
– Promote better market liquidity and narrow the discount by building
demand for the Company’s shares.
Examples of related factors that we monitor
– Rate of NAV growth relative to listed markets.
– Trading volumes for the Company’s shares.
– Share price discount to NAV.
31 May 2024
46.5%
43.6%
49.6%
31 May 2025 31 May 2026
Five-year total shareholder return
31 May 2024
6.1%
1.2%
4.3%
31 May 2025 31 May 2026
NAV per share growth
1 Excludes valuation gains and/or cash flows associated with the Asset Linked Note (“ALN”).
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KEY PERFORMANCE INDICATORS
Modest increase in valuations
3
Portfolio
investment
return
1
What this is
Portfolio investment return measures the total movement in the valuation
of the underlying companies and funds comprising PIN’s portfolio,
expressed as a percentage of the opening portfolio value, before
taking foreign exchange effects and other expenses into account.
How PIN has performed
– Modest increase in underlying portfolio valuation against a backdrop
of market volatility.
– Primaries were the biggest contributor to positive returns in the year.
–
This comprises the return after taxation of £46m, adjusted for
non-portfolio income, expenses and foreign exchange.
Link to our strategic objectives
– Maximise shareholder returns through long-term capital growth.
Examples of related factors that we monitor
– Performance relative to listed markets and listed private equity
peer group.
– Valuations provided by the underlying private equity managers.
Significant increase in net cash flow
4
Net portfolio
cash flow
1,2
What this is
Net portfolio cash flow is equal to distributions less capital calls to finance
investments, and reflects the Company’s capacity to finance calls from
existing investment commitments.
PIN manages its maturity profile through a mix of Primaries, Secondaries
and Co-investments to ensure that its portfolio remains cash-generative
at the same time as maximising the potential for growth.
How PIN has performed
–
cash received.
–
– As at 31
May 2026, PIN’s portfolio had a weighted average age of
3
Link to our strategic objectives
– Maximise long-term capital growth through ongoing portfolio renewal
while controlling financing risk.
Examples of related factors that we monitor
– Relationship between outstanding commitments and available
financial resources.
– Portfolio maturity and distribution rates by vintage.
– Pace of deployment into new investment opportunities.
2 Excludes valuation gains and/or cash flows associated with the ALN.
3 Excludes the portion of the reference portfolio attributable to the ALN.
31 May 2024
£36.9m
£214.9m
31 May 2025 31 May 2026
A
nnua
l
ne
t
por
tf
o
li
o cas
h
fl
ows
£130.8m
A
nnua
l
port
f
o
li
o growt
h
31 May 2024
4.9%
6.2%
3.1%
31 May 2025 31 May 2026
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KEY PERFORMANCE INDICATORS
Gearing levels increased moderately to support
capital allocation activities
5
Net debt
toNAV
(“ Gearing” )
1
What this is
and is expressed as net debt (borrowings excluding the ALN less cash)
as a percentage of NAV.
The Board appreciates that gearing is a differentiator in investment
trust structures, and that a measured use of debt can eliminate cash
drag and enhance investment returns. PIN’s approach to gearing
remains prudent.
How PIN has performed
– PIN’s net debt as a percentage of the Company’s NAV as at 31 May
– As at 31 May 2026, PIN had utilised £112m of its £400m revolving
credit facility, and had £111m of private placement notes outstanding.
– PIN’s net debt to NAV ratio is lower than the relevant peer group
2
.
Link to our strategic objectives
– Adopting a more efficient use of balance sheet capital to reduce
cash drag and enhance NAV growth, recognising that gearing may
vary through the cycle as we seek to maintain disciplined and
consistent deployment.
Examples of related factors that we monitor
– Utilisation level of the revolving credit facility.
– Anticipated distribution levels and impact on liquidity position.
–
– Impact of financing costs on NAV performance and ongoing charges.
1 Refer to the Alternative Performance Measures section on page 133.
Active liquidity management ensures healthy
coverage of undrawn commitments
6
Undrawn
coverage
ratio
1,3
What this is
The undrawn coverage ratio measures the ability to cover undrawn
commitments using available financing and 10% of private equity assets.
The undrawn coverage ratio is an indicator of the Company’s ability to
meet outstanding commitments, even in the event of a market downturn.
How PIN has performed
– The optimisation of PIN’s balance sheet enables the Company to
further enhance its performance, by allowing PIN to lean into attractive
opportunities across market cycles and by reducing cash drag.
– PIN’s undrawn coverage ratio is prudent as we expect outstanding
commitments to be drawn over a number of years, as evidenced by
–
minimum required under existing loan covenants.
Link to our strategic objectives
– Flexibility in portfolio construction, allowing the Manager to select a mix
of Primaries, Co-investments and Secondaries, and vary investment
pace, to achieve long-term capital growth.
– The vintage diversification of unfunded commitments helps PIN
manage future capital calls.
Examples of related factors that we monitor
– Relative weighting of primary, secondary and co-investments in
the portfolio.
– Level of undrawn commitments relative to gross assets.
– Trend in distribution rates.
– Ability to access debt markets on favourable terms.
31 May 2024
89%
85%
92%
31 May 2025 31 May 2026
U
n
d
rawn coverage rat
i
o
31 May 2024
(8.1%)
(8.7%)
(9.2%)
31 May 2025 31 May 2026
G
ear
i
ng
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RISK MANAGEMENT AND FRAMEWORK
Identify, evaluate and mitigate
Risk approach and governance
PIN is exposed to a variety of risks and uncertainties
and the Board is ultimately responsible for the risk
management of the Company. It seeks to achieve
an appropriate balance between mitigating risk and
generating long-term sustainable risk-adjusted returns
for shareholders. Integrity, objectivity and accountability
are embedded in the Company’s approach to risk
management. The risk governance framework is
designed to identify, evaluate and mitigate the risks
deemed by the Board as being of significant relevance
to the Company’s business model and to reflect its risk
profile and risk appetite. The Board exercises oversight
of the risk framework, through its Audit Committee, and
has undertaken a robust assessment and review of the
principal risks facing the Company, including those that
would threaten its business model, future performance,
solvency or liquidity.
Risk review process
The Company is reliant on the risk
management frameworks of the Manager
and other key service providers. To evaluate
the principal risks and uncertainties facing
the Company, the Board, through delegation
to the Audit Committee, reviews the risk
register prepared by the Manager. Within
the risk register, the Board believes the
principal risks and uncertainties are those
that could have a material impact on the
Company’s financial condition or carry a
significant operational or reputational
impact
for the Company.
The risk register is divided into several key
risk categories, and emerging areas of risk
are also identified. Underlying these risk
categories are specific, identifiable risks.
Each identifiable risk includes information
on an assessment of the degree of risk, the
controls exercised by the Board and those
exercised by the Manager and service
providers, and a review of any changes in
the risk assessment or status in the period.
PIN Board of Directors
PIN Audit Committee
Pantheon Risk Committee
Global Valuation
Committee
Operational
Risk Committee
Investment
Risk Committee
Conflict
Committee
Allocation
Committee
Material service providers
Risk management
procedure
Risk appetite
Monitoring and reporting
Risk identification
and assessment
Control and mitigation
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RISK MANAGEMENT AND FRAMEWORK
Risk categorisation
The Audit Committee uses the following categorisation to describe risks that are identified during the risk review process.
Risk appetite
The Board acknowledges and recognises that, in the normal
course of business, the Company is exposed to risk and it is willing
to accept a certain level of risk in managing the business to achieve
its investment and strategic objectives. The Board’s risk appetite
framework provides a basis for the ongoing monitoring of risks
and enables dialogue with respect to the Company’s current and
evolving risk profile, allowing strategic and financial decisions to be
made on an informed basis. Where a risk is approaching or is outside
the tolerance set, the Board will consider the appropriateness of
actions being taken to manage the risk. The Board has a lower
tolerance for financing risk, with the aim of ensuring that, even
under a stress scenario, the Company is likely to meet its funding
requirements and financial obligations. Similarly, the Board has a low
risk tolerance concerning operational risks, including legal, tax and
regulatory compliance and business process and continuity risk.
Emerging risks
The Board has considered and kept under review emerging risks.
Sustainability and climate change
While there is risk that the Company or the Manager fails to respond
appropriately to the increasing global focus on sustainability issues,
which could damage the reputation and standing of the Company
and ultimately affect its investment performance, the transition to a
low-carbon economy across the globe may also provide attractive
investment opportunities. Pantheon has a responsible approach
when making investments on behalf of PIN, and adherence to
sustainability principles has been an integral part of Pantheon’s
investment processes for several years.
Artificial Intelligence (“AI”) – the Manager
There is a risk that failure to successfully implement market leading
AI tools within Pantheon’s investment process could impact
investment rates and long-term performance. Pantheon continues
to evaluate opportunities to use AI within its business and assesses
the potential risks and opportunities of AI as part of its investment
due diligence process.
Artificial Intelligence (“AI”) – the Company
There is a risk that the Company’s underlying portfolio companies’
market position could be challenged by competition from companies
using AI more effectively. Where portfolio companies are slow to
adopt AI relative to their peers, this could weaken their revenue
growth, cost-efficiency and competitive positioning, with a
consequential impact on valuations and returns to the Company;
conversely, portfolio companies that embed AI effectively may
benefit from improved margins and a stronger competitive position.
Increased competition from alternative vehicle structures
The Board is conscious of the evolution of the wider fund landscape,
including the emergence of open-ended “evergreen” and other
semi-liquid structures, alongside newer approaches shaped
by technology such as blockchain integration and digital asset
management. It remains early to say how far these alternatives may,
over time, shape investor allocation decisions, but the Board sees
this as a developing area worth watching, given its potential in due
course to have some bearing on demand for the Company’s shares,
and in turn on the Company’s ability to raise capital and on the rating
and trading liquidity of its shares in the secondary market.
Against this backdrop, the Board remains confident in the enduring
strengths of the listed investment trust structure, in particular,
its independent governance, permanent capital base, and the
flexibility it gives shareholders to buy and sell shares as they
choose, without exposure to the gating or liquidity constraints that
can arise elsewhere. These qualities have served the structure
well through many cycles. The Board will nonetheless continue to
keep this evolving competitive landscape under review, so that the
Company’s proposition remains well positioned for shareholders
over the long term.
An emerging risk is one that may in
future be likely to have a material
impact on the performance of the
Company and the achievement of
our long-term objectives, but that is
not yet considered to be a key risk
and is subject to uncertainty as to
nature, impact and timing.
A key risk is considered currently to
pose the risk of a material impact
on the Company. Risks may be
identified as emerging risks and
subsequently become key risks.
Identified key risks may cease to
be considered key risks over time.
The Company’s principal risks are
individual risks, or a combination
of risks, that could threaten the
Company’s business model, future
performance, solvency or liquidity.
These are detailed further on
Emerging risks Key risks Principal risks
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RISK MANAGEMENT AND PRINCIPAL RISKS
PIN is exposed to a variety of risks and
uncertainties. The Board, through delegation
to the Audit Committee, has undertaken an
exercise to identify, assess and manage the
risk within the Company.
The principal risks identified have been assessed based on residual
likelihood and consequence. The disclosures in the risk report do not
encompass an exhaustive list of risks and uncertainties faced by
the Company. Instead, they serve as a concise summary of key
risks actively reviewed by the Board, their mitigating controls and
developments in the year.
A summary of the risk management and internal control processes
Type and description of risk Potential impact Risk mitigation Outcome for the year
Investment availability
andNAV performance
The Manager is responsible for selecting
the investments in the Company’s portfolio,
and the performance of the Company is
closely linked to the origination, selection
and portfolio management capabilities of
both the Manager and the underlying
third-party managers. A lack of suitable
investment opportunities that align with
the Company’s strategic objectives could
adversely impact investment performance.
– NAV performance that fails to keep pace with
benchmark or industry averages could result in a
decline in the Company’s share price and may
contribute to a widening of the discount to NAV.
This risk may be heightened by changes in the
Company’s risk profile arising from exposures to
managers, funds or companies that are materially
different from its intended investment strategy.
– Pantheon has a long track record of investing alongside
private equity managers who have experience of
navigating economic cycles. Diversification by
geography, stage, vintage and sector helps to mitigate
the effect of public market movements on the
Company’s investment performance.
– Pantheon has put in place a dedicated investment
management process designed to achieve the intended
investment strategy agreed with the Board.
– The Board regularly reviews investment and financial
reports produced by the Manager to monitor the
Manager’s investment processes and resultant
performance.
Stable during the year
– PIN’s performance strengthened over the year, with NAV per share
exchange movements, investment income and the accretive impact of share
across funds, Co-investments and Secondaries during the year.
– PIN continued to refine its portfolio construction, refocusing on a smaller
strategic review, while maintaining diversification by vintage year,
geography and stage.
Macroeconomic and
geopolitical risk
Macroeconomic factors such as inflation,
interest rates and equity market
performance can affect portfolio
investment returns. In addition, geopolitical
factors – including the ongoing conflicts in
Ukraine and the Middle East – continue to
contribute to global economic uncertainty,
which may impact the Company’s
investments.
–
influence underlying fund and company valuations,
exit opportunities and the availability of credit.
– Worsening economic environment can result in
higher risk of market volatility, price shocks or a
substantial market correction.
– Additionally, evolving geopolitical risks – including
ongoing or escalating conflicts, supply chain
disruptions, sanctions, legislative changes and
investment restrictions – have the potential to
affect global economies over the medium to long
term. These developments may influence energy
prices, interest rates and the performance of
specific companies within the Company’s portfolio,
and may also disrupt long-term investment
planning and capital allocation.
– As part of its investment due diligence process,
Pantheon assesses the approach of its underlying
managers to company illiquidity and macroeconomic
factors as well as projected exit outcomes, taking
currency denominations into account. The assessment
of geopolitical risk is also embedded in the investment
process.
– The Board and Pantheon continuously monitor
geopolitical developments and societal issues relevant
to its business.
– The portfolio is diversified across multiple countries
and sectors to reduce the impact of market and
macroeconomic factors.
Rising during the year
–
the Middle East, continued trade tensions and fiscal deterioration across
major economies. Public markets were also shaken by concerns around
the disruptive impact of AI on software companies. Increasing clarity on
tariffs during the year contributed to a pickup in private equity deal volumes,
with the industry recording its second-highest year for deal volumes on
record, albeit driven mainly by large transactions.
–
respectively). For further information on methodology, refer to the
–
improving distribution environment following a prolonged period of
subdued exit activity.
– PIN’s exposure to high-risk countries¹ remains minimal and is concentrated
in indirect, fund-level positions rather than direct investments. The Manager
continues to monitor country-level risk as part of its ongoing due diligence
and portfolio construction process, and no material change in exposure
occurred during the year.
1 High risk countries include risky and very risky countries according to the Bloomberg country risk score and include Argentina, Brazil, Colombia, Kazakhstan, Mexico, Nigeria, Panama, the Philippines, South Africa, Turkey and Vietnam.
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RISK MANAGEMENT AND PRINCIPAL RISKS
Type and description of risk Potential impact Risk mitigation Outcome for the year
FX asset risk
The portfolio is geographically diversified
and, as a result, a significant majority of
PIN’s investments are now denominated in
US dollars, euros and other non-sterling
currencies.
– Exposure to market and currency fluctuations,
particularly unhedged foreign exchange
movements, may impact investment returns.
– Pantheon monitors underlying foreign currency
exposure and, together with the Board, reviews hedging
strategies available to the Company. The multi-currency
credit facility provides a natural hedge for currency
fluctuations. The Company does not currently hedge
against foreign currency fluctuations due to the difficulty
cash flows.
Stable during the year
– The Directors reviewed the Company’s approach to foreign exchange risk
during the year and concluded that no change was required. Unlike the prior
year, foreign exchange movements had a modestly positive impact on
favourable movements in the US dollar relative to sterling, the currency to
which PIN’s largely unhedged portfolio has its greatest exposure.
Market discount for listed
private equity trusts
Listed private equity trusts shares often
trade at discounts to their underlying NAVs.
Discounts can fluctuate, leading to volatile
returns for investors.
– Market sentiment on the listed private equity
sector can affect the Company’s share price and
widen the discount relative to NAV, causing
shareholder dissatisfaction.
– Regular review of the level of discount or premium
relative to the sector.
– Consideration of ways in which share price performance
may be enhanced, including the effectiveness of
marketing and use of share buybacks.
– The Board regularly discusses the shareholder register
with the Manager to monitor buying/selling activity and
to identify potential new investors.
– Pantheon and the Company’s brokers are in regular
contact with existing shareholders and prospective
new investors.
Falling during the year
– The discount at which PIN’s shares traded relative to NAV narrowed
improving sentiment towards listed private equity generally; the peer group
– The Company invested £118.4m in share buybacks during the financial year
– PIN’s share buyback programme was further enhanced during the period .
£180m commitment from the portfolio sale, taking total share buybacks
Vehicle financing and
liquidity management
Availability, level and cost of credit for the
Company. Insufficient liquid resources to
meet outstanding commitments to private
equity funds.
– The Company has outstanding commitments that
may be drawn down at any time in excess of total
liquidity to private equity funds. The ability to fund
this difference is dependent on receiving cash
proceeds from investments (the timing of which
is unpredictable) and the availability of financing
facilities. A lack of vehicle financing could
potentially impact performance and liquidity,
especially in the event of a market downturn.
– PIN’s approach to liquidity and balance sheet
management is underpinned by a robust framework
of oversight and discipline. The Company’s Articles of
Association and Investment Policy impose clear limits
on
the amount of gearing permitted, and the principal
covenants of the loan facility – including loan-to-value
and liquidity ratios – are reviewed periodically to ensure
ongoing compliance.
– The Board conducts regular reviews of the balance
sheet and long-term cash flow projections, including
stress testing against downside scenarios such as
significant declines in NAV, adverse shifts in call and
distribution rates, and reduced market liquidity.
– PIN benefits from a cash-generative portfolio and,
if cash balances or distributions prove insufficient
to meet capital calls, the Company has access to a
credit
faci
lity to provide additional flexibility. Pantheon
actively manages the portfolio to ensure that undrawn
commitments remain at prudent levels relative to
portfolio assets and available financing, and the
Board
monitors cash flow forecasts under a range of
conditions to safeguard the Company’s ability to meet
its
obligations.
Stable during the year
– Cash flow forecasts under normal and stress conditions were reviewed with
the Board, and downside scenario modelling continues to indicate sufficient
available financing to meet investment commitments.
–
remaining below the Board’s 10% threshold under normal market conditions
–
facilities. The ratio of total available financing plus the private equity portfolio
Alternative Performance Measures on page 133 for calculation.
– The Company has access to a £400m equivalent credit facility that was
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RISK MANAGEMENT AND PRINCIPAL RISKS
Type and description of risk Potential impact Risk mitigation Outcome for the year
Investment level financing
(lookthrough)
1
Availability, level and cost of debt for
underlying funds and portfolio companies.
– Rising interest rates can impact the profitability,
cash flows and valuation of underlying portfolio
companies.
– A deterioration in credit availability can potentially
reduce investment activity.
– As part of its investment process, the Manager undertakes a
detailed assessment of the impact of debt at the underlying fund
level and underlying company level on the risk-return profile of a
specific investment.
Stable during the year
– Debt multiples in PIN’s direct portfolio have remained stable and
in line with the broader Leveraged Buyout market.
Valuation risk
In valuing its investments in private equity
funds and unquoted companies and
publishing its NAV, the Company relies to
a significant extent on the accuracy of
financial and other information provided
by third-party managers.
– Potential for inconsistency in the valuation
methods adopted by third-party managers and
for valuations to be misstated.
– The valuation of investments is based on periodically audited
valuations that are provided by the underlying private equity
managers. Where appropriate, Pantheon appoints an independent
third party to provide a valuation to support these, for example
where the investments are not audited.
– Pantheon carries out a formal valuation process involving monthly
reviews of valuations, the verification of audit reports and a
review of any potential adjustments required to ensure reasonable
valuations in accordance with fair market value principles under
–
the investment and investor relations teams, and comprised of
senior team members, has ultimate responsibility for approving
valuations, ensuring that there are robust governance, oversight
and process frameworks in place, guaranteeing compliance with
standards and consistent application of policy. This Committee
reports to the Board on a semi-annual basis or when there are any
material matters arising.
– A member of the Audit Committee and EY observes Pantheon’s
Sub Valuation Committee for PIN on a semi-annual basis.
Rising during the year
–
2026, rolled forward only for capital movements and foreign
exchange, but not for market developments in the intervening
two months; this is in accordance with PIN’s accounting policy on
ongoing geopolitical deterioration through the second half of the
financial year, such volatility will only be reflected in the next
reporting cycle.
– There were no changes to the valuation policy during the year,
or to applicable valuation standards.
– During the year, Pantheon strengthened the valuation function
through additional resources and enhanced review procedures,
further supporting the robustness of the Company’s valuation
process.
Reliance on service
providers and
cybersecurity risk
The Company is dependent on third parties
for the provision of services and systems,
especially those of the Manager, the
Administrator and the Depositary.
There is high dependency on effective
information technology systems to
support key business functions and the
safeguarding of sensitive information.
– Business disruption should the services of
Pantheon and other third-party suppliers cease
to be available to the Company.
– A failure of the Manager to retain or recruit
appropriately qualified personnel may have a
material adverse effect on the Company’s overall
performance.
– Significant disruption to information technology
systems, including from a potential cyber-attack,
may result in financial losses, the inability to
perform business-critical functions, loss or theft of
confidential data, regulatory censure, legal liability
and reputational damage.
– The Management Agreement is subject to a notice period of
two years, giving the Board adequate time to make alternative
arrangements in the event that the services of Pantheon cease
to be available.
– The Manager regularly updates the Board on team developments
and succession planning.
– Pantheon has a comprehensive set of policies, standards and
procedures related to information technology and cybersecurity.
– Pantheon reviews all the service providers to ensure they have
appropriate procedures in place. Service providers provide copies
of cybersecurity policies, systems, procedures, certificates and
relevant insurance documentation.
– The Board performs an ongoing review of the Manager’s and
other service providers’ performance in addition to a formal
annual review.
Rising during the year
– Pantheon’s systems, processes and technologies have been
tested and are fully operational.
– Pantheon has appointed a specialist technology provider who can
provide the service of identifying new fraudulent websites and
facilitate the subsequent takedown once discovered to mitigate
fraud risk.
– The Board has approved the continuing appointment of the
Manager and other service providers following an assessment
of their respective performances during the year.
– The threat environment facing the asset management sector
intensified during the year, with third-party service providers,
including administrators, custodians and IT infrastructure providers,
increasingly targeted by cyber-threat actors seeking to exploit the
interconnected nature of fund administration systems.
– The growing use of cloud-based platforms, remote working
arrangements and third-party software integrations across
Pantheon’s operating model, consistent with wider industry trends,
has broadened the potential attack surface.
1 Lookthrough relates to the underlying companies within the portfolio which are managed by third-party private equity managers.
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DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT
OUR STAKEHOLDER ENGAGEMENT
The Directors’ overarching duty is to
act in good faith and in a way most
likely to promote the success of
theCompany for the benefit of its
members, as set out in Section 172
ofthe Companies Act 2006.
In fulfilling this duty, the Directors must consider the
interests of the Company’s stakeholders, its impact
on the community and the environment, the long-term
consequences of their decisions and the need to
maintain high standards of business conduct and fair
treatment between the Company’s members.
To ensure the Directors understand and remain aware of
their duties, they receive relevant information on joining
the Board and regular updates thereafter. They also
have ongoing access to the advice and services of
the Company Secretary and may seek independent
professional advice where necessary. The Schedule of
Matters Reserved for the Board and the Committees’
terms of reference are reviewed annually and further
set out the Directors’ responsibilities and obligations,
including their statutory and regulatory duties.
Decision-making
Stakeholder considerations are taken into account at
every Board meeting, particularly when decisions are
made. All discussions encompass careful consideration
of the longer-term consequences of decisions and
their implications across all stakeholder groups.
Further information on the Board’s role in safeguarding
stakeholder interests and monitoring investment activity
is set out on pages 46 to 48 of the Strategic Report.
Stakeholders
The Board seeks to understand the needs and priorities
of the Company’s stakeholders and reflect them in its
discussions and decision-making. During the period
under review, the Board reviewed the parties considered
to be the Company’s stakeholders. As the Company is
an externally managed investment company with no
employees or customers, its key stakeholders remain its
1
, portfolio
companies and service providers. The following section
explains why these stakeholders are important to the
Company and how their interests are considered.
Stakeholders
portfolio companies
The Manager
Service providers
Credit providers
and loan holders
Shareholders
The environment
and society
PIN
Regulators
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DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT
Continued shareholder support and
engagement is critical to the Company and the
delivery of its long-term strategy. In the year
under review, the Board prioritised shareholder
outcomes through a number of strategic
initiatives that include:
–
managers;
– A move towards more consistent investment pacing through
the cycle;
– Exploring opportunities to dispose of assets as an additional lever
to improve investment performance and generate liquidity;
– A contin
ued prudent approach to gearing to maintain balance
sheet flexibility;
– A meaningful reduction in the management fee; and
– A commitment to return capital to shareholders through share
buybacks, through a combination of the ongoing 20% of gross
distributions and the additional at least £180m added to the Pool
from the proceeds of the portfolio sale announced in May 2026.
Further details on what the Company offers to its investors can be
found on pages 1 and 8 to 13 of the Strategic Report.
Board engagement
The Board is committed to maintaining open communication with
shareholders and engaging meaningfully with them to understand
their views and inform strategic discussions. These include:
AGM:
The Company welcomes shareholder attendance and participation
engage directly with the Directors and the Manager. The Manager
presents on the Company’s performance and outlook. Shareholder
feedback and questions, whether submitted in advance or raised
during the meeting, are given due consideration and addressed
as appropriate.
Publications:
The Annual Report and half-year results are published on the
Company’s website (www.pantheon-international.com), with
shareholders who sign up to direct notifications being emailed
when they become available. These reports give shareholders a
clear overview of the Company’s business model, strategy,
portfolio and financial position. They are supplemented by a
monthly newsletter, also available on the website, with publication
announced via the London Stock Exchange. The Company has also
held webinars for shareholders, with accompanying slides published
on the website. Shareholder feedback and questions help the
Company enhance its reporting and ensure its reports and updates
remain transparent and accessible.
Shareholder meetings:
As the Company is an investment trust, shareholder meetings often
take place with the Manager, who meets shareholders throughout
the year and provides them with information on the Company.
Feedback from these meetings is shared with the Board. The Chair,
Senior Independent Director, Chair of the Audit Committee and other
Board members are also available to meet shareholders wishing to
discuss governance matters or the Company’s performance.
Following his appointment, Tony Morgan, the Chair, has continued
the programme established by his predecessor, seeking meetings
with shareholders who wish to meet with him, with the Manager’s
support. This ongoing dialogue, together with other forms
of communication, has continued to inform the development of
the Company’s strategy.
Shareholder concerns:
Shareholders may raise issues or concerns with the Directors at any
time by writing to the Chair at the registered office or by email at
pin_cosec@cm.mpms.mufg.com. Other Board members are also
available where concerns have not been resolved through the
usual channels.
Investor relations updates:
At most Board meetings, the Directors receive updates from the
Company’s brokers on share trading activity and share price
performance, as well as an update from the Manager’s Head of
Investor Relations & Communications on specific shareholder
feedback. Significant feedback is taken into account when
the Directors discuss the corporate and investment strategy.
Shareholders’ willingness to maintain long-term holdings also
helps the Board assess how effectively the Company is meeting
its objectives.
See our monthly
newsletters here:
Shareholders
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DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT
The Manager’s performance is critical to the
Company’s ability to deliver itsinvestment
strategy and meet its objective of providing
shareholders with attractive and consistent
returns over the long term.
Through PIN, shareholders benefit from a diversified portfolio of
private equity investments, managed by the Manager on their behalf,
together with the Manager’s expertise and its relationships with
private equity managers – providing access to a market that might
otherwise be difficult for shareholders to enter directly.
Further details of PIN’s investment approach can be found on
pages 8 to 13 of the Strategic Report.
Board engagement
A close and constructive relationship with the Manager is essential,
as the Board and the Manager share the objective of delivering
consistent, long-term returns in line with the Company’s investment
strategy. The Board maintains regular contact with the Manager to
receive updates on investment activity.
Important components in the collaboration with the Manager,
representative of the Company’s culture, are:
– Encouraging an open discussion with the Manager, allowing time
and space for original and innovative thinking;
– Recognising that the interests of shareholders and the Manager
are, for the most part, well aligned, adopting a tone of constructive
challenge, balanced with robust negotiation of the Manager’s
terms of engagement if those interests should not be fully aligned;
– The regular review of underlying strategic and investment
objectives;
– Drawing on the Directors’ individual experience and knowledge to
support and challenge the Manager in its monitoring of portfolio
– The Directors’ willingness to apply their collective expertise
to constructively guide the Manager in the sound long-term
development of its business and resources, recognising that
the Manager’s continued strength and stability ultimately serve
shareholders’ interests.
to work with the Manager and other advisers to refocus the
Company’s strategy, seeking to give PIN the best opportunity
to achieve its objective of generating market-beating returns.
The Manager has extensive private equity
networks andrelationships with General
Partners globally, which gives the Company
increased access to the best investment
opportunities.
During the year under review, the roster of the Company’s
relationships with private equity managers has been reviewed,
selected for their track records of creating sustainable value in
underlying portfolio companies. We will track our exposure to
these core managers and look to reduce our exposure to non-core
managers over time.
Board engagement
Maintaining a close relationship with, and also challenging, the
Manager is essential to the PIN strategy. Day-to-day engagement
how the Manager carries out portfolio management, as well as
create long-term value, can be found in the Manager’s Review on
The Board receives updates at each scheduled Board meeting from
the Manager on specific investments, including detailed portfolio
and returns analyses. The Audit Committee receives assurances
that valuations comply with the Manager’s valuation policy every
and due diligence of portfolio companies through the investment
process and its investment strategies can be found in the
the Manager’s Review.
The Manager General Partners/portfolio companies
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DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT
To operate as an investment
trustwith a Main Market listing
onthe London Stock Exchange,
theCompany relies on the
Administrator, Company
Secretary, Registrar, Custodian
andDepositary, and Brokers
tosupport its compliance with
relevant obligations.
Board engagement
The Board maintains close contact with its key
external service providers, receiving structured
reports through Board and committee meetings
as well as between scheduled meetings.
Their advice, as well as their needs and views,
are routinely taken into account.
Through the Management Engagement
Committee, the Board annually reviews the
performance, fees and continued appointment
of key service providers to ensure they operate
to an appropriate standard and are remunerated
for the level of service expected. The Audit
Committee also reviews and evaluates the
control environments in place at relevant
service providers.
Sustainability considerations
remain an important consideration
to the Board’s investment
deliberations. The Board and the
Manager are fullycommitted
tomanaging the business
anditsinvestment strategy
responsibly.
Board engagement
The Board receives annual updates on the
Manager’s sustainability strategy and provides
feedback on its approach, which in turn can
lead to changes in its investment approach.
Details on the Manager’s approach to embedding
material sustainability considerations throughout
the investment process can be found on page 24.
Availability of funding is crucial
tothe Company’sability to
takeadvantage of investment
opportunities that meet the
Manager’s investment criteria
asthey arise as well as being
abletomeet future unfunded
commitments.
Board engagement
The Company aims to demonstrate to its
facility
syndicat
e and noteholders that it is a
well-managed business, capable of generating
strong returns over the long term. Regular
dialogue between the Manager, the syndicate
and
noteholders is essential to maintaining these
relationships and supporting the Company’s
continued access to funding.
The Company must comply with
the requirements of its investment
trust status to continue operating
as such.
Interaction with regulators, such as the Financial
Conduct Authority (“FCA”) and Financial Reporting
Council (“FRC”), which have a legitimate interest
in how the Company operates in the market and
treats its shareholders, and industry bodies such
as the Association of Investment Companies
(“AIC”), remains an area of Board focus.
Board engagement
The Company regularly considers how it meets
various regulatory and statutory obligations
and how any governance decisions it makes can
have an impact on its stakeholders, both in the
shorter and in the longer term. The Board receives
reports from the Manager and Auditor on their
respective regulatory compliance and any
inspections or reviews that are commissioned
by regulatory bodies.
The environment and society
Service providers
Regulators
Credit providers and loan holders
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DIRECTORS’ DUTIES AND STAKEHOLDER ENGAGEMENT
PRINCIPAL DECISIONS TAKEN DURING THE YEAR
Long-term impact
disciplined approach to private equity investing, actively managing
capital and investing through market cycles rather than reacting
to short-term conditions. This approach has underpinned an
annualised NAV return of 11.4% as at 31 May 2026, and it continues
to inform the Board’s approach to strategy: by building on a proven
long-term framework rather than departing from it, the Company
is well placed to keep delivering attractive, consistent returns for
shareholders in the years ahead.
Stakeholder considerations and engagement
During the year, the Board and the Manager completed a detailed
strategy and portfolio review in response to the ongoing evolution of
the private equity management and the persistent discount to NAV
at which the Company was trading. The review resulted in several
measures intended to support future performance and enhance
outcomes for shareholders. This included adopting a more active
approach to capital management and focusing PIN on a more
concentrated group of high-conviction managers. The Board
remains focused on serving shareholders’ interests and continues to
welcome engagement on this and other matters of interest to them.
Drawing on the Manager’s platform and long-established relationship
network, the Company is well-positioned to implement this strategy.
The market has changed markedly over the past three years, and
the Board believes a more concentrated approach – targeting
managers with strong value-creation track records, operational
expertise, differentiated origination capabilities and deep sector
knowledge – offers the best prospect of future outperformance.
been reduced by 32%, to approximately 62. This is discussed in
Long-term impact
During the year, the PIN Board agreed a new management fee
arrangement with the Manager following a rigorous peer-group
benchmarking exercise and detailed negotiations. The revised
structure is simpler, more streamlined and cost competitive,
reducing the Company’s cost base.
Stakeholder considerations and engagement
Working closely with the Manager, the Board approved a
reduced fees. These changes are expected to deliver material
annual cost savings and better align the interests of shareholders,
PIN and the Manager. Recognising that cost competitiveness is
important to shareholders, the Board renegotiated the management
fee agreement to ensure that the services provided to PIN, and the
associated costs, remain fair and competitive against relevant
benchmarks. Under the new agreement, Manager costs will
reduce significantly.
From 1 June 2026, the management fee will be calculated monthly
Further information on management arrangements can be found
Long-term impact
Periodic asset disposals support portfolio management by rotating
capital from assets with limited upside into new investments and
providing liquidity for share buybacks. The Board and the Manager
believe that balancing new investments with buybacks, rather
than pursuing either in isolation, is important to building long-term
shareholder value, and this will be best achieved through selective
exposure to a diversified portfolio of private companies with a
balance of funds and direct investments.
Stakeholder considerations and engagement
In May 2026, the Board announced the sale of fund positions for
£224m, an important step in implementing the strategy refocus and
improving shareholder returns. The sale is intended to accelerate
Alongside continued investment in selected new opportunities,
the Board committed to return at least 80% of the proceeds,
approximately £180m, to shareholders through buybacks. Once
completed, this additional commitment is expected to take total
PIN recognises that many shareholders invest for long-term
value creation and do not support a buyback-only approach, even
where they support buybacks as part of the capital allocation mix.
The Company will continue to engage with shareholders on the most
appropriate mechanism for future capital returns.
Strategy Evolution – Enhanced
Investment Focus
Reduced Management Fee Asset sales, share buyback
commitment and continued
investment in select opportunities
1 2 3
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Pantheon International Plc Annual Report and Accounts 2026
VIABILITY STATEMENT
Pursuant to Provision 31 of the UK
Corporate Governance Code 2024,
and the AIC Corporate Governance
Code, the Board has assessed the
viability of the Company over a
three-year period from 31 May 2026.
It has chosen this period as it falls
within the Board’s strategic
planninghorizon.
The Company invests in a portfolio of private equity
assets that is diversified by geography, sector,
stage, manager and vintage; it does so via both
fund investments and by co-investing directly
into companies alongside selected private equity
managers. The Company ensures that it invests in a
portfolio that is diversified by vintage to maintain a
portfolio maturity that is naturally cash generative in
any particular year.
The Company seeks to maximise long-term capital
growth by investing in selected private equity managers.
As an investment trust, the Company’s permanent
capital structure is well suited to investing in private
equity, a long-term asset class. The Company’s
Manager has a long-standing culture that emphasises
collaboration and accountability, facilitating open
dialogue with underlying private equity managers
that help the Company to anticipate market conditions
and maintain a prudent approach to balance sheet
management. The resilience of the Company,
positioning of the portfolio and durability of the private
In making this statement, the Directors have reviewed
the reports of the Manager in relation to the resilience of
the Company, taking account of its current position and
the principal risks facing it in a downside case scenario.
This scenario considers the potential further impact of
ongoing international conflicts, which have brought
about increased geopolitical uncertainty, including:
disruption to the global supply chain; increases in the
cost of living, inflation and interest rates as a result;
and the impact of climate change on the Company’s
portfolio. The assessment also considers the
effectiveness of any mitigating actions, the Company’s
risk appetite, and the impact of the Company’s capital
allocation policy in regard to share buybacks.
As part of the assessment, this also included a combined
reverse stress test that analyses the factors that would
have to occur simultaneously for the Company to be
forced into a wind-down scenario, where the Company’s
business model would no longer remain viable.
These circumstances include a significant peak in
outstanding commitments called within a 12-month
period, combined with a significant decline in portfolio
valuations and distributions. Overall, the circumstances
required to trigger a wind-down scenario are sufficiently
improbable that the risk to the Company’s viability and
medium-term resilience is low.
Commitments to new funds are controlled relative to
the Company’s assets, and the Company’s available
liquid financial resources are managed to maintain a
reasonable expectation of being able to finance the
calls that arise from such commitments out of internally
generated cash flow. The Company has in place a
revolving credit facility to ensure that it is able to finance
such calls in the event that distributions received from
investments in the period are insufficient to finance calls.
The Board reviews the Company’s financing
arrangements at least quarterly to ensure that the
Company is in a strong position to finance all outstanding
commitments on existing investments as well as being
able to finance new investments.
In reviewing the Company’s viability, the Board has
considered the Company’s position with reference
to its investment trust structure, its business model,
its business objectives, the principal risks and
this report, and its present and expected financial
position. In addition, the Board has also considered
the Company’s prudent approach to balance sheet
management, which allows it to take advantage
of significant investment opportunities, and the
appropriateness of the Company’s current investment
objectives in the prevailing investment market
and environment.
The Board regularly reviews the prospects for the
Company’s portfolio and the opportunities for new
investment under a range of potential scenarios to
ensure it can expect to be able to continue to finance
its activities for the medium term. Based on its review,
the Board has a reasonable expectation that the
Company will be able to continue in operation and
meet its liabilities as they fall due over the three-year
On behalf of the Board
Tony Morgan
Chair
3 August 2026
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Pantheon International Plc Annual Report and Accounts 2026
Board of Directors 61
Directors’ Report 64
Statement on Corporate Governance 70
Audit Committee Report 80
Directors’ Remuneration Report 84
Directors’ Responsibility Statement 89
Independent Auditor's Report 90
GOVERNANCE
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Pantheon International Plc Annual Report and Accounts 2026
Mary Ann Sieghart
Senior Independent Director
Date of appointment
External Appointments
Experience and Contribution
Ms Sieghart was formerly a Non-Executive Director of The
Merchants Trust Plc and the Henderson Smaller Companies
Investment Trust Plc, and until 2022 was the Chair of the
Investment Committee of the Scott Trust, overseeing its
£1.2bn endowment.
Ms Sieghart is also a consultant, broadcaster and author of
The
Authority Gap: Why Women Are Still Taken Less Seriously Than
Men
, and
What We Can Do About It
. She is Founding Partner of
Editor of
The Times
, a Lex columnist at the
Financial Times
and
City Editor of Today
. She is a Visiting Professor of King’s Business
Fellow of All Souls College, Oxford.
Last elected to the Board
Annual Remuneration
Shareholding in Company
Zoe Clements
Audit Committee Chair
Date of appointment
External Appointments
Ms Clements is a Non-Executive Director of JPMorgan
a Non-Executive Adviser to Travers Smith LLP. She is also
a Trustee of the Money and Mental Health Policy Institute
and a Board Member of the Audit Committee Chairs’
Independent Forum.
Experience and Contribution
Ms Clements is an investment, private equity and finance
context at leading firms including Palatine Private Equity,
Ms Clements has previously sat on a range of consumer, retail,
leisure, healthcare and professional services boards as a
Non-Executive Director. She qualified as a Chartered
Accountant with PwC.
Last elected to the Board
Annual Remuneration
£63,600
Shareholding in Company
22,143
A
M
N I
Key
A
Member of the Audit Committee
M
Member of the Management Engagement Committee
N
Member of the Nomination Committee
F
Member of the Finance Sub-Committee
I
Independent of the Manager
BOARD OF DIRECTORS
Anthony (Tony) Morgan
Chair
Date of appointment
External Appointments
Mr Morgan is Chair of Private Equity at Bridges Fund
Management Ltd.
Experience and Contribution
Mr Morgan is an experienced investment and private equity
professional with 30 years of executive experience. He has
held senior investment roles at a range of financial institutions,
including Chief Investment Officer at British International
firms Onex Corporation and Permira. He was also Managing
Director, Private Equity, at the Canada Pension Plan Investment
private equity investments.
Last elected to the Board
Annual Remuneration
Shareholding in Company
M
N F I
A M
N F I
A
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Pantheon International Plc Annual Report and Accounts 2026
Tim Farazmand
Non-Executive Director
Date of appointment
External Appointments
Mr Farazmand is currently a Director of Baronsmead Second
Venture Trust plc and sits on several investment advisory boards.
Experience and Contribution
Mr Farazmand is a seasoned investment and private equity
professional with over 34 years of executive experience,
including senior investment roles at Lloyds TSB Development
Capital, Royal Bank Private Equity and 3i PLC, and a subsequent
nine years of non-executive board experience. He has previously
sat on a range of consumer, trade association and B2B businesses
boards as Non-Executive Director and was the Chair of the
Last elected to the Board
Annual Remuneration
Shareholding in Company
BOARD OF DIRECTORS
Key
A
Member of the Audit Committee
M
Member of the Management Engagement Committee
N
Member of the Nomination Committee
F
Member of the Finance Sub-Committee
I
Independent of the Manager
Candida Morley
Non-Executive Director
Date of appointment
External Appointments
During the financial year, Ms Morley was the Senior Independent
Director of the Scottish National Investment Bank Plc.
Experience and Contribution
Ms Morley is a seasoned private equity, strategy and operations
professional with over 30 years of executive experience. This
included senior roles at private equity firms HgCapital and LDC,
as well as earlier experience at 3i Plc and in strategy at a FTSE
level, having worked as part of around 20 boards to promote
shared strategic direction and focused value creation, and
has represented the British Private Equity & Venture Capital
Principles framework. Until November 2024, she was a Director
Last elected to the Board
Annual Remuneration
Shareholding in Company
Dame Susan (Sue) Owen
Non-Executive Director
Date of appointment
External Appointments
Dame Sue Owen chairs the UK Debt Management Office Advisory
Board and is Non-Executive Director at Serco Plc, Pool Re and DAF
NV Supervisory Board. She sits on the RAC Club Board and is an ad
Experience and Contribution
Dame Sue Owen is an economist with 30 years’ experience in government,
including 14 years at the Treasury. She led the Department for Digital,
British Embassy in Washington DC, Number 10 and the Department
the Department for Work and Pensions, overseeing a £200bn budget.
Dame Sue Owen has considerable experience of governance, having
bodies. She chaired the Civil Service Charity and was Civil Service
Diversity Champion.
Last elected to the Board
Annual Remuneration
Shareholding in Company
A
M
N I
M
N F I
AM
N F I
A
62
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Pantheon International Plc Annual Report and Accounts 2026
Rahul Welde
Non-Executive Director
Date of appointment
External Appointments
Mr Welde is Chair of the Advisory Board of Migrant Leaders, a UK
Charity. He also serves in an advisory capacity to corporations
and technology-led companies, including those at the start-up
and scale-up stages. He was a Non-Executive Director of Entain
Plc during the year under review until 31 July 2026.
Experience and Contribution
Mr Welde is a marketing and digital expert. He spent almost
31 years at Unilever in several senior, international roles including
in his last executive role leading digital transformation globally.
Last elected to the Board
Annual Remuneration
Shareholding in Company
A
M
N I
BOARD OF DIRECTORS
Key
A
Member of the Audit Committee
M
Member of the Management Engagement Committee
N
Member of the Nomination Committee
F
Member of the Finance Sub-Committee
I
Independent of the Manager
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Pantheon International Plc Annual Report and Accounts 2026
Some of the matters required to be included in the
Directors’ Report have instead been included in the
Strategic Report, as the Board considers them to
be of strategic importance. Therefore, a review of
the business of the Company and recent events
information on our sustainability reporting can be found
on page 24. Important events affecting the Company
and that occurred after 31 May 2026 are included in
Note 26 to the Financial Statements. The Company’s
Directors
The names and full biographies of the Directors, as at
the date of this report, can be found on pages 61 to 63.
Mr John Burgess and Mr John Singer retired as
Directors served throughout the year. As at 31 May
2026 and the date of this report, the Board of Directors
of the Company comprised three male Directors and
four female Directors.
All Directors will retire and stand for election or
the selection and appointment of Directors, including
the Company’s position on diversity, can be found
There are no agreements between the Company and its
Directors concerning any compensation for their loss
of
o
ffice. The rules concerning the appointment and
replacement of Directors are set out in the Company’s
Articles of Association. Any amendments to the Articles
of Association must be made by special resolution at a
general meeting of the shareholders.
The Board consists solely of Non-Executive Directors,
and no one individual has unfettered powers of
decision. The Board has put in place levels of corporate
governance which it believes are appropriate for an
investment trust and to enable the Company to comply
Code”) published in August 2024. The Board’s
compliance with the AIC Code is detailed in the
Board gender distribution
Female
Male
DIRECTORS’ REPORT
The Directors are pleased to
present their report, together
with the audited Financial
Statements of the Company,
for the year ended 31 May 2026.
Tony Morgan
Chair
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Pantheon International Plc Annual Report and Accounts 2026
Share capital
The rights attaching to the Company’s shares are set
out in the Company’s Articles of Association. Each
holder of ordinary shares is entitled, on a show of
hands, to one vote and, on a poll, to one vote for
each ordinary share held.
pre-emption rights and buy back shares will expire at
the investment opportunity offered by the discount to
net asset value (“NAV”) on the shares, during the year
of the called-up share capital and a nominal value of
duty) and subsequently cancelled. As at 31 May 2026,
remained.
The Company’s ordinary shares are freely transferable.
However, the Directors may refuse to register a transfer
of shares held in certificated form which are not fully
paid unless the instrument of transfer is (i) lodged,
duly stamped at the Company’s registered office,
accompanied by the relevant share certificate(s) and
such other evidence (if any) as the Directors may
reasonably require to show the right of the transferor
to make the transfer; and (ii) not in favour of more
than four persons jointly. The Directors may decline
to register a transfer of an uncertificated share in the
circumstances set out in the Uncertified Securities
Regulations 2001 and where, in the case of a transfer to
joint holders, the number of joint holders to whom the
uncertificated share is to be transferred exceeds four.
If the Directors decline to register a transfer, they are
required to send notice of the refusal to the transferee
within two months, giving reasons for their decision.
Unless the Directors determine otherwise, a holder of
ordinary shares will cease to be entitled to attend or
vote at general meetings of the Company or on any poll
if he/she fails to comply with a request by the Company
to provide details of any interest held by any person in
his/her ordinary shares within 14 days of the request
being made. Additionally, if the shares represent at
the shares will be withheld by the Company and no
transfers of any of the shares held in certified form will
be registered unless the shareholder is not him/herself
in default as regards supplying the information required
(and the Directors are satisfied that no person in default
as regards supplying such information is interested in
any of the shares that are the subject of the transfer) or
unless the transfer arises as a result of the acceptance
of a takeover offer or a sale made through a recognised
investment exchange (or any other stock exchange
outside the UK on which the Company’s shares are
normally traded) or is a transfer which the Directors are
satisfied is made in consequence of a sale of the entire
beneficial interest in the shares to a person who is
unconnected with the shareholder and with any other
person appearing interested in the shares.
The Company’s Articles of Association contain
additional provisions enabling the Directors to take
certain steps where ordinary shares are or may be
owned, or rights attaching to such shares may be
exercised, by persons in circumstances which the
Directors determine would give rise to a regulatory
burden under certain US securities, investment and
pension laws and regulations.
Save as described above, there are no restrictions
concerning the transfer of securities in the Company or
on voting rights; no special rights with regard to control
attached to securities; no agreements between holders
of securities regarding their transfer known to the
Company; and no agreements which the Company is
party to that might affect its control following a
successful takeover bid.
The giving of authority to issue or buy back the
Company’s shares requires an appropriate resolution
to be passed by shareholders. Proposals for the
renewal of the Board’s current authorities to issue and
buy back shares will be set out in the separate 2026
As at 31 May 2026, the Company had shares in issue
as shown in the table below, all of which were listed on
the official list maintained by the Financial Conduct
Authority (“FCA”) and admitted to trading on the
London Stock Exchange. No shares were held in
Treasury at the year end or as at the date of this report.
The number of shares in issue and the voting rights as
32,664,320
shares bought back during
the year, representing
7.3%
of the called-up share capital
Share capital and voting rights
As at the date
of this report
As at
31 May 2026
As at
Voting rights attached to each share 1 1 1
Number of shares held in Treasury – – –
Tot al voting right s
DIRECTORS’ REPORT
114,773,053
Shares bought back since start
ofStrategic review (covering the
financial years ended 31 May 2024
to 31 May 2026)
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Dividends
No final dividend is being recommended.
Investment trust status
The Company has received written approval from
HM
R
evenue & Customs (“HMRC”) as an authorised
Tax Act 2010. The Directors are of the opinion that the
Company has conducted its affairs in compliance with
such approval and intends to continue doing so.
Financial risk management
The principal financial risks and the Company’s policies
for managing these risks are set out in Note 24 to the
Management
The Company entered into a Management Agreement
(“Pantheon Ventures”), on 22 July 2014, under which
Pantheon Ventures was appointed as the Company’s
Alternative Investment Fund Manager (“AIFM”)
on the terms of and subject to the conditions of a
new investment Management Agreement (“the
Management Agreement”) between the Company
and Pantheon Ventures. Pantheon Ventures, which is
an AIFM by the FCA.
private equity fund investors and has acted as Manager
Under the terms of the Management Agreement,
Pantheon Ventures has been appointed as the sole and
exclusive discretionary manager of all the assets of the
Company and to provide certain additional services in
connection with the management and administration
of the Company’s affairs, including monitoring the
performance of, and giving instructions on behalf of the
Company to, other service providers to the Company.
The Company entered into a Supplemental Agreement
Management Agreement with the change to the
Company’s accounting reference date from 30 June
to 31 May of each year.
In February 2026, the Board agreed a reduced
management fee arrangement with Pantheon.
This followed a rigorous benchmarking exercise
against PIN’s peer group and negotiations with
Pantheon. The Board believes that the new structure
is simpler, more streamlined and cost competitive.
From 1 June 2026, the start of PIN’s next financial year,
the monthly management fee will be calculated at a flat
rate of 1% of the Company’s net asset value (“NAV”) and
there will be no fee payable on undrawn commitments.
By way of illustration, had the new arrangement been
in place during the Company’s financial year to 31 May
The performance fee element of the existing
management fee arrangement remains unchanged,
as set out below.
Arrangements for the financial year to
31May 2026
For the year under review, the Manager was entitled to
a monthly management fee at an annual rate of:
In addition, the Manager was entitled to a monthly
amount committed (but unpaid) in respect of
investments, up to a maximum amount equal to the total
value of the Company’s investment assets.
The Manager was entitled to a performance fee from
the Company in respect of each 12-month calendar
period. No performance fee is payable in respect of the
£nil). Further detail as to how the performance fee is
calculated is set out below.
The performance fee payable in respect of each such
asset value at the end of such a period exceeds 110%
of
t
he applicable “high-water mark”, i.e., the net asset
value at the end of the previous calculation period in
respect of which a performance fee was payable,
compounded annually at 10% for each subsequent
completed calculation period up to the start of the
calculation period for which the fee is being calculated.
For the calculation year ended 31 May 2026, the
notional performance fee hurdle is a net asset value
The performance fee is calculated so as to ignore
the effect on performance of any performance fee
payable in respect of the period for which the fee is
being calculated or of any increase or decrease in the
net assets of the Company resulting from any issue,
redemption or purchase of any shares or other
securities, the sale of any treasury shares or the issue
or cancellation of any subscription or conversion
rights for any shares or other securities and any
other reduction in the Company’s share capital or
any distribution to shareholders.
The value of investments in, and outstanding
commitments to, investment funds managed or
is excluded in calculating the monthly management
fee and the commitment fee at the Company level.
DIRECTORS’ REPORT
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The Manager has agreed that the total fees (including
performance fees) payable by PIN through the
Company’s investments at the underlying Pantheon
Fund level shall be less than the total fees (excluding
the performance fee) that the Company would have
been charged under the Management Agreement had
it invested directly in all of the underlying investments
of the relevant Pantheon Funds instead of through the
relevant Pantheon Funds.
The Management Agreement is capable of being
terminated (without penalty to the Company) by either
party giving two years’ notice in writing. It is capable
of
being terminated by the Company (without penalty
to the Company) immediately if, among other things,
the Manager materially breaches its obligations
(and cannot or does not remedy the breach) or goes
into liquidation, and on six months’ notice if there is a
change of control of the Manager or if certain “key man”
provisions are triggered. The Manager has the benefit
of an indemnity from the Company in respect of
liabilities arising out of the proper performance by the
Manager of its duties and compliance with instructions
given to it by the Board and an exclusion of liability save
to the extent of any negligence, fraud, wilful default or
breach of duty.
Pantheon Ventures sources, evaluates and manages
investments on the Company’s behalf, allocating
investments to the Company, in accordance with
Pantheon’s investment allocation policy, that are in
line with the strategy agreed with the Board and the
Company’s investment objective and policy.
Under the terms of the Management Agreement, the
Company is entitled to participate in allocations made
programme, in accordance with the allocation basis
agreed from time to time between the Company and
the Manager.
An alternative basis for the allocation to the Company
of secondary investment opportunities may be
applied by Pantheon in the context of Pantheon
In the event of Pantheon and the Company being
unable to agree any such alternative allocation basis,
Pantheon will cease to be entitled to any performance
fee for calculation periods following that in which the
alternative allocation basis takes effect and the
Company will be entitled to terminate the Management
Agreement (without penalty to the Company) on
six months’ notice.
Continuing appointment of the Manager
The Board keeps the performance of the Manager
under continual review, and the Management
Engagement Committee carries out an annual review
of the Manager’s performance and also considers the
terms of the Management Agreement. The ongoing
review of the Manager includes activities and
performance over the course of the year and review
against the Company’s peers.
The Board is of the opinion that it is in the interests of
shareholders as a whole to continue the appointment.
The reasons for this view are that the investment
performance is satisfactory and the Manager is
well
p
laced to continue to manage the assets of the
Company according to the Company’s strategy.
Further details of the Board’s engagement with the
Other service providers
Administrative, accounting and company secretarial
services are provided by Waystone Administration
may be terminated with 12 months’ written notice.
The Board has also appointed BNP Paribas Trust
Corporation UK Limited to act as the Company’s
Depositary (as required by the AIFM Directive) (the
“Depositary”) subject to the terms and conditions of a
Depositary Agreement, as updated in 2022 by a Deed
of Novation and Amendment, entered into between the
Company, the AIFM and the Depositary. BNP Paribas
Trust Corporation UK Limited has also been appointed
as Custodian. Full details of the Board’s engagement
Related party transactions
the Financial Statements.
Going concern
The Company’s business activities, together with
the factors likely to affect its future development,
performance and financial position, are set out in
the Strategic Report and Manager’s Review.
The Directors have made an assessment of going
concern, taking into account the Company’s current
performance and financial position as at 31 May 2026.
In addition, the Directors have assessed the outlook
using the information available as at the date of issue
of these financial statements, which considers the
potential further impact of diverging monetary
policies and ongoing international conflicts which have
brought about increased geopolitical uncertainties.
Furthermore, the combination of above-target inflation
rates, tariffs and the rapid growth of generative AI,
which has recently driven notable volatility in the
technology sector amid concerns over its economic
impact, may weigh on the pace of economic growth.
The Directors have also considered the Company’s
position with reference to its investment trust structure,
its business model, its business objectives, the
principal risks and uncertainties as detailed on pages
financial position. The Directors have considered the
DIRECTORS’ REPORT
The Directors
assessment of
going concern,
taking into
account the
Company’s
current
performance
and financial
position as at
31 May 2026.
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impact of the Company’s Capital Allocation Policy in
regard to share buybacks. As part of the overall
assessment, the Directors have considered the
Manager’s culture, which emphasises collaboration
and accountability, the Manager’s prudent approach
to balance sheet management and its emphasis on
investing with underlying private equity managers
that are focused on market outperformance.
The Directors review the Company's latest management
accounts, commitments to private equity investments
and other financial information, against the Company’s
financial resources, including cash held and its
borrowing capability. One-year cash flow scenarios
are
also presented and discussed on a regular basis.
PIN's balance sheet is managed to ensure that the
Company can finance its undrawn commitments, which
are carefully controlled relative to its assets and available
liquidity. This disciplined approach enables the Company
to withstand periods of volatility, such as those experienced
as a result of the ongoing international conflicts.
The Directors have considered downside liquidity
modelling scenarios with varying degrees of decline
in investment valuations, decreased investment
distributions and increased call rates, with the worst
being an extreme downside scenario representing a
severe adverse impact to the portfolio.
In the event of a downside scenario, PIN can take steps
to limit or mitigate the impact on the balance sheet,
namely drawing on the credit facility and pausing new
commitments. In addition, subject to the prevailing
market environment, the Company could raise
additional credit or capital and sell assets to increase
liquidity and reduce outstanding commitments.
After due consideration of the balance sheet, activities
of the Company, and its assets, liabilities, commitments
and financial resources, the Directors have concluded
Shareholdings
As at 31 May 2026, the Company’s 10 largest shareholders were:
Name Shareholding
1
% of total
voting rights
Rathbones 8.21
Saba Capital Management
Schroder Investment Management
Interactive Investor
Quilter Cheviot Investment Management
Suffolk CC PF
Hargreaves Lansdown, stockbrokers 3.04
Bank of New York
Blackrock 10,344,824 2.46
Evelyn Partners 2.32
1 This figure is based on share register analysis carried out for the Company, which may not align with the notified holding as set out
below, as is the case for Saba Capital Management, part of whose holding is held through a Total Return Swap (a financial derivative
contract where one party (the "receiver") gets the total economic performance of a reference asset without actually owning it).
Major interests in shares
As at 31 May 2026, the Company had received notification of the following disclosable interests in the
voting rights of the Company
2
. This information was correct at the date of notification. It should be noted
that these holdings may have changed since notified to the Company and may not therefore be wholly
accurate statements of actual holdings as at 31 May 2026. However, notification of any change is not
required until the next applicable threshold is crossed:
Number of
Shareholding
% of total
voting rights
Saba Capital Management 12.00
Bank of America
representing 11.08% of the voting rights.
DIRECTORS’ REPORT
The Directors
the Manager’s
culture, which
emphasises
collaboration and
accountability,
the Manager’s
prudent approach
to balance sheet
management and
its emphasis on
underlying
managers that
outperformance.
that the Company has adequate resources to continue
in operation for at least 12 months from the approval of
the financial statements for the year ended 31 May 2026.
For this reason, they consider it appropriate to continue
to adopt the going concern basis in preparing the
financial statements.
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Donations
The Company made no political or charitable donations
Requirements of the Listing Rules
Listing Rule 6.6.4 requires the Company to include
certain information in a single identifiable section of the
Annual Report or a cross-reference table indicating
where the information is set out. The Directors confirm
that there are no disclosures to be made in this regard.
DIRECTORS’ REPORT
Greenhouse gas emissions
All of the Company’s activities are outsourced
to third parties. As such it does not have any
physical assets, property, employees or
operations of its own and does not generate any
greenhouse gas or other emissions or consume
any energy reportable under the Companies Act
Report) and Limited Liability Partnerships
Streamlined Energy and Carbon Reporting.
While the Company, as a closed ended
investment fund, is currently exempt from
including a statement on compliance with
the Task Force on Climate-related Financial
Manager has prepared a Sustainability Report
during the year. This report, which includes a
product-level TCFD report, is available on the
PIN website.
Read about our
sustainability
approach here:
Further details of the Manager’s approach to
responsible investment practices and
sustainability standards and the Board’s
oversight of this can be found in the Manager's
Review on page 24.
Modern Slavery Act
As an investment trust which does not provide
goods or services in the normal course of
business, and does not have employees,
customers or turnover, the Company is not in
scope of the Modern Slavery Act (“the Act”).
Therefore, it is not required to make any slavery
or human trafficking statement under the Act.
The Company’s own supply chain, which consists
predominantly of professional advisers and service
providers in the financial services industry, is
considered to be low risk in relation to this matter.
In line with the Act, the Manager reports annually
on the steps taken to ensure that slavery and
human trafficking are not taking place anywhere
within Pantheon’s business or its supply chains.
Pantheon’s Sustainability Policy is aligned with a
zero-tolerance approach to modern slavery and
trafficking, and both the policy and the modern
slavery statement can be found on Pantheon’s
website (www.pantheon.com).
Annual General Meeting (“ AGM” )
will be set out in a separate Notice of Meeting.
The Board believes that modernising the Company's
Articles of Association to permit hybrid shareholder
meetings will enhance shareholder engagement by
enabling shareholders to attend, participate, ask
questions and vote electronically where appropriate.
Accordingly, Resolution 18 at the forthcoming Annual
Articles of Association which provide the Company
with flexibility to hold hybrid meetings in the future.
The Board intends that general meetings will continue
ordinarily to be held at a physical location and that the
new provisions are intended to provide additional
flexibility rather than to replace in-person attendance.
The Articles of Association are available to view on the
Company's website.
Audit information
The Directors who held office at the date of approval of
the Directors' Report confirm that, so far as they are
aware, there is no relevant audit information of which
the Company’s Auditor is unaware; and each Director
has taken all reasonable steps that he or she ought to
have taken as a Director to make himself or herself
aware of any relevant audit information and to establish
that the Company’s Auditor is aware of that information.
Approval
The Directors’ Report has been approved by the Board.
On behalf of the Board
Tony Morgan
Chair
3 August 2026
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Introduction from the Chair
I am pleased to introduce this year’s Corporate
the Company has complied with the AIC Code of
the Board has operated during the year. The AIC
Code sets out principles and provisions on matters
including stakeholder engagement and company
culture, which are addressed in the Strategic Report.
The Company is committed to maintaining high
standards of corporate governance, and the
Directors are accountable to shareholders for
the governance of the Company’s affairs.
Statement of compliance
This statement, together with the Directors’
Company has applied the principles of recommended
governance of the Financial Reporting Council’s
(the “UK Code”) and the AIC Code issued in 2024,
which complements the UK Code and provides
a framework of best practice for investment trusts.
The Board considers that reporting against the
principles and provisions of the AIC Code, which has
been endorsed by the FRC, provides more relevant
information to shareholders and that by reporting
against the AIC Code the Company has met its
obligations in relation to the UK Code.
The UK Code is available on the FRC website
(www.frc.org.uk). The AIC Code is available on the
AIC website (www.theaic.co.uk) and includes an
explanation of how the AIC Code adapts the principles
and provisions set out in the UK Code to make them
relevant for investment companies.
Throughout the year ended 31 May 2026, the Company
complied with the principles and provisions of the AIC
Code. The Board attaches great importance to the
matters set out in the UK Code and strives to apply its
principles in a manner that would enable shareholders
to evaluate how the principles have been applied.
However, it should be noted that where the principles
and provisions are related to the role of the Chief
Executive, Executive Directors’ remuneration and the
establishment of a Remuneration Committee, the Board
considers these principles and provisions not relevant
as Pantheon International Plc is an externally managed
company with an entirely Non-Executive Board, and
with no employees or internal operations.
Viability Statement
The Board of Directors
At the start of the year under review, the Board
comprised nine Non-Executive Directors, of whom
five were male and four were female. Following the
nine-year tenures, the Board now comprises seven
Non-Executive Directors, of whom three are male and
four are female. Mr Morgan replaced Mr Singer as Chair
in January 2026 after the completion of their planned
handover period. The Company has no employees.
The Board may exercise all powers of the Company and
is responsible for the direction and control of its affairs.
The Board seeks to ensure that it has the appropriate
balance of skills, experience, ages and lengths of
service among its members. The Directors possess
a wide range of business and financial expertise
relevant to the direction of the Company, and consider
themselves to be committing sufficient time to the
Company’s affairs. Brief biographical details of the
Directors, including details of the experience they
bring to the Board and their other directorships and
significant commitments, can be found on pages 61
to 63.
New Directors are appointed on merit, having regard
to the skills and experience the Board considers
necessary to complement its existing membership.
The Board recognises the benefits of diversity,
including gender and ethnic diversity, and remains
committed to ensuring that Directors bring a broad
range of skills, knowledge, experience, backgrounds
and perspectives. A formal process is followed for the
selection of new Directors, and Directors’ remuneration
is set at a level designed to attract individuals of the
calibre required to support the Company’s future
development.
New Directors follow a formal induction process,
including receipt of a comprehensive induction
pack with relevant information about the Company.
On joining the Board, Directors are fully briefed on
their responsibilities and may engage with relevant
senior representatives of the Manager throughout
their tenure.
The terms and conditions of the appointment of the
Non-Executive Directors are set out in letters of
appointment, copies of which are available for
inspection at the registered office of the Company
has a contract of service with the Company.
Further details on the Company’s purpose, culture
and values can be found in the Strategic Report on
page 8.
STATEMENT ON CORPORATE GOVERNANCE
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Insurance and indemnity provisions
The Board has formalised arrangements under which
the Directors, in the furtherance of their duties, may
take independent professional advice at the Company’s
expense. The Company has arranged a Directors’ and
Officers’ liability insurance policy, which includes cover
for legal expenses.
The Company’s Articles of Association take advantage
of statutory provisions to indemnify the Directors
against certain liabilities owed to third parties even
where such liability arises from conduct amounting to
negligence or breach of duty or of trust. In addition,
under the terms of appointment of each Director, the
Company has agreed, subject to the restrictions and
limitations imposed by statute and by the Company’s
Articles of Association, to indemnify each Director against
all costs, expenses, losses and liabilities incurred in
execution of his/her office as Director or otherwise in
relation to such office. Save for such indemnity
provisions in the Company’s Articles of Association and
in the Directors’ terms of appointment, there are no
qualifying third-party indemnity provisions in force.
Board performance review
The Board recognises the importance of continually
monitoring and improving its performance. The annual
performance review enables the Board and its
Committees to reflect on the effectiveness of their
activities, the quality of their decision-making, and
the collective contribution of each Board member.
In accordance with the AIC Code and best practice,
an externally facilitated review should be undertaken
at least once every three years.
PIN engaged Lintstock Ltd in 2026 to conduct an
external review of the performance of the Board.
Lintstock is an advisory firm that specialises in Board
Reviews and has no other connection with the
Company or individual Directors.
STATEMENT ON CORPORATE GOVERNANCE
Board Performance Review – Methodology
Lintstock collaborated with the Chair to tailor the line of enquiry to the specific
needs of PIN.
As well as covering core aspects of governance such as the quality of
information, composition and dynamics, the Review encouraged reflection
on the recent review of PIN’s strategy and portfolio, together with the Board’s
engagement with Pantheon and the Company’s shareholders.
Board members completed bespoke surveys assessing the performance of
the Board and the Manager. Each Director also completed a self-assessment
questionnaire addressing their own performance.
In-depth interviews with the Board and the Lead Manager were conducted
by Lintstock. The findings from the survey stage enabled Lintstock to focus
discussions on the priorities for each interviewee.
Lintstock analysed the findings from the surveys and the interviews and
delivered focused reports documenting the findings, including a number of
recommendations to increase effectiveness.
Lintstock’s findings were shared with the Chair and then discussed at the
Board meeting in July, at which actions were agreed for implementation
and monitoring.
Key Findings
Lintstock found that the PIN Board engaged well with
the Board Review process, sharing useful insights to
support continuous improvement. The exercise
highlighted a few areas for continued focus over the
coming year, spanning the Board’s oversight of
strategy, marketing and succession planning. It also
provided an opportunity for the Board to articulate
feedback on Pantheon and other third-party advisors.
The Review included a comparison of the Board’s
performance against the Lintstock Index for UK
Investment Companies, drawn from over 100 of
Lintstock’s recent mandates. This provided a balanced
view of the Board’s strengths and priorities, placing its
performance into context.
The Review recognised the Board’s high level of
commitment to the Trust.
Scoping and Tailoring
June 2026
Completion of Surveys
June 2026
Interviews
June–July 2026
Analysis and Delivery
of Reports
July 2026
Board Discussion
July 2026
recognised the
of commitment to
the Trust.
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STATEMENT ON CORPORATE GOVERNANCE
The performance of the Chair was evaluated by the other
Directors under the leadership of the Senior Independent
Director and facilitated by a questionnaire prepared by
Lintstock. The conclusion of the review process was
that the Chair transition has gone well and Mr Morgan is
effective in his role, and his leadership, experience and
knowledge were valued by the other Directors.
Chair and Senior Independent Director
The Chair leads the Board and is responsible for its
overall effectiveness in directing the Company’s affairs.
Mr Morgan succeeded Mr Singer as Chair following
end of his nine-year tenure. Mr Morgan was deemed
and, in accordance with the AIC Code, continues to
be considered independent. He has sufficient time to
devote to the Company’s affairs and has no significant
commitments other than those disclosed in his
biography on page 61.
Mary Ann Sieghart was appointed Senior Independent
Director of the Company at the conclusion of the
any shareholder concerns regarding the Chair and
leads the annual performance evaluation of the Board
and the Chair. She also led the selection process to
appoint Mr Morgan as Chair.
Directors’ independence
In accordance with the Listing Rules that apply to
closed-ended investment entities, and taking into
consideration the AIC Code, the Board has reviewed
the status of its individual Directors and the Board as
a whole.
Review of the conclusions of the 2025 Board performance review
sufficient time to the agreed topics and taken account of the previously agreed actions in discharging its duties.
What the Board agreed from the 2025 review What the Board did during 2025
The Nomination Committee and the Board should
maintain their focus on succession planning,
especially in relation to diversity and tenure.
Progress during the year included embedding
Mr Morgan as Chair, managing broader Director
succession, and formalising the ongoing training
process for Board members.
The Board should ensure that the services
provided by Pantheon are fit for purpose and
value for money.
The relationship with Pantheon has developed through
the negotiation of the management fee, as discussed
on page 66 of this report, and the continued
strengthening of the Pantheon team supporting
the Company.
The Board should finalise the conclusions from the
strategy work and transition into execution mode.
The ongoing implementation of the strategic plan,
as outlined in the Chair's Statement, addresses most
of the key priorities currently in progress.
All Directors were considered independent of the
Manager at the time of their appointment and,
in line with the guidelines of the AIC Code of
considered independent.
Chair and Director tenure/re-appointment
ofDirectors
Index and in accordance with the AIC Code, the Board
has determined that its policy on the tenure of the
Chair a
nd the Directors is that the Chair and all
Directors will be subject to annual re-election at each
Board responsibilities and relationship with
the Manager
The Board is responsible for the determination and
implementation of the Company’s investment policy
and for monitoring compliance with the Company’s
objectives. At each Board meeting, the Directors follow
a formal agenda to review the Company’s investments
and all other important issues, such as asset allocation,
gearing policy, corporate strategic issues, cash
management, peer group performance, marketing and
shareholder relations, investment outlook and pacing,
revenue forecasts and outlook, to ensure that control
is
m
aintained over the Company’s affairs. The Board
regularly considers its overall strategy and monitors
the
share price and level of discount. As discussed in
the Chair's Statement, the Board has continued to
consider the Company's strategy in detail during the
year under review.
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The Board is responsible for the strategic and
operational decisions of the Company and for
ensuring that the Company is run in accordance
with all regulatory and statutory requirements.
These procedures have been formalised in a schedule
of matters reserved for decision by the full Board,
which has been adopted for all meetings.
These matters include:
– The maintenance of clear investment objectives,
investment strategy, capital and portfolio
management and risk management policies,
changes to which require Board approval;
– Capital strategy, including terms of new capital issues;
– The monitoring of the business activities of the
Company, including portfolio performance, capital
allocation and annual budgeting; and
– Review of matters delegated to the Manager,
Administrator or Company Secretary.
The Company’s asset management is delegated
to Pantheon. At each Board meeting, Pantheon
representatives provide written and verbal reports on
its activities, the portfolio and investment performance
for the period. The Manager maintains regular
communication with the Board between formal
meetings and ensures Directors receive timely
management, financial and regulatory information
to support informed decision-making. It also seeks
Board guidance on specific matters as required.
Pantheon has discretion to manage the Company’s
assets in line with its investment objectives and
policies, subject to additional investment restrictions
that may be amended by the Company from time to
time with the Manager’s consent.
STATEMENT ON CORPORATE GOVERNANCE
Board and Committee meeting attendance
The Board has at least six scheduled meetings a year, and more if required. Directors’ attendance at
scheduled Board and Committee meetings held during the year to 31 May 2026 is set out below.
Meetings attended
Scheduled Board
meetings
Scheduled Audit
Committee
meetings
Scheduled
Management
Engagement
Committee
meetings
Scheduled
Nomination
Committee
meetings
1
Scheduled
Finance
Sub-Committee
meetings
John Burgess
2
Zoe Clements
Tim Farazmand
Candida Morley
3
Dame Susan Owen DCB N/A
Mary Ann Sieghart
N/A
John Singer CBE
2
Rahul Welde N/A
1 The Nomination Committee met on one additional occasion to consider and recommend Mr Morgan’s appointment as Chair.
As the matter concerned his successor, Mr Singer, who was Chair at the time, recused himself from the meeting.
unable to attend one set of Board and Committee meetings.
3 Ms Morley was unable to make one Board meeting and one Finance Sub-Committee meeting due to illness.
As well as those meetings detailed in the table above, additional Board meetings were held during the year
to approve the NAV, to approve the final versions of the Annual and Half-Year Reports, and to consider and
approve the asset sales and additional share buyback commitment.
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The additional investment restrictions currently
imposed on the Manager are as follows:
– At the time of making an investment, the aggregate of
all amounts committed by the Company in respect of
investments (excluding all amounts paid pursuant
to such commitments and including any such
commitments in respect of the investment to be
made) shall not exceed 300% of the available cash
and loan resources of the Company without the prior
approval of the Board;
– No direct or indirect investment in a single company
Company at the time the investment is made;
– The amount invested (including amounts committed
for investment) in respect of a single fund shall not
exceed 10% of the aggregate of the gross asset value
of the Company and the aggregate outstanding
investment commitments of the Company at the
time the investment is made;
– The prior approval of the Board is required for an
investment (including investment commitments) in
respect of a single secondary interest in an existing
fund or a portfolio of secondary interests in existing
funds and/or direct investments in one or more
companies exceeding 3% of the net asset value of
the Company at the time the investment is made; and
– The prior approval of the Board is required for a direct
investment in a single company exceeding 1% of the
net asset value of the Company at the time the
investment is made.
The Manager has also agreed to obtain the Board’s
prior approval for any primary investment in a new fund
that is not made on a pro rata basis alongside other
Pantheon clients investing in the same fund. Board
approval is also required for any investment in a vehicle
than holding, special purpose or feeder vehicles where
The Board determines the parameters of investment
strategy and risk management policies within which
the Manager can exercise judgement and sets the
investment and risk management strategies in relation
to currency exposure. The Company Secretary
and Manager prepare briefing notes for Board
consideration on matters of relevance; for example,
changes to the Company’s economic and financial
environment, statutory and regulatory changes and
corporate governance best practice.
Institutional investors – use of voting rights
The Company has delegated the exercise of its voting
rights to the Manager. Pantheon has a policy of advising
its clients to vote on all corporate actions in relation to
investments and does this on behalf of the Company.
Pantheon consults with the Directors of the Company in
the case of any corporate action where either there is
a conflict of interest between PIN and other Pantheon
clients, or where for any reason the proposed voting
is i
nconsistent with the advice given to Pantheon’s
other clients.
Conflicts of interest
The Articles of Association permit the Board to
consider and, if it sees fit, to authorise situations where
a Director has an interest that conflicts, or may possibly
conflict, with the interests of the Company. A formal
system is in place for the Board to consider authorising
such conflicts, whereby the Directors who have no
interest in the matter decide whether to authorise the
conflict and any conditions to be attached to such
authorisations. The process in place for authorising
potential conflict of interest has operated effectively
during the year.
The Directors are able to impose limits or conditions
when giving authorisation if they think this is
appropriate in the circumstances. A register of potential
conflicts is maintained by the Company Secretary and
is reviewed at each Board meeting, to ensure that any
authorised conflicts remain appropriate. Directors are
required to confirm at these meetings whether there
has been any change to their position.
The Directors must also comply with the statutory rules
requiring company directors to declare any interest in
an actual or proposed transaction or arrangement with
the Company.
The above process for authorising potential conflicts
of interest has operated effectively during the year.
STATEMENT ON CORPORATE GOVERNANCE
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Committees of the Board
The Board has established a number of Committees,
described below, to which certain Board responsibilities
have been delegated. Each Committee has formal
written terms of reference that define its responsibilities
and are available for inspection at the Company’s
registered office and on the Company’s website
(www.pantheon-international.com).
The Audit Committee comprises the whole Board and is chaired by
Ms Clements. As a qualified Chartered Accountant, Ms Clements brings
relevant knowledge and experience to the Committee, which considers
her suitably qualified to serve as Chair.
Mr Morgan is an investment and financial professional with significant
experience in private equity, and it is considered appropriate for him,
as Chair of the Board, to be a member of the Audit Committee as he
provides a valuable contribution to the deliberations of the Committee.
The Audit Committee met on four occasions during the year ended 31 May
2026. It is intended that the Committee will continue to meet at least three
times to carry out its responsibilities, including the review of the Half-Yearly
Report, review of year end valuation of investments and to recommend the
Company’s Annual Report and Accounts to the Board.
The Report of the Audit Committee can be found on pages 80 to 83.
STATEMENT ON CORPORATE GOVERNANCE
A finance sub-committee of the Board, chaired by Ms Clements and
comprising Messrs Farazmand and Morgan and Ms Morley, was previously
established to discuss the Company's credit facility requirements, private
placement loan issuance and Capital Allocation Policy and to make
recommendations to the Board.
The sub-committee held four scheduled meetings during the year, to
discuss cash flows, gearing and covenants, the investment and operating
budgets and the Capital Allocation Policy, including share buyback
allocations. A number of ad hoc meetings were also scheduled to discuss
the aforementioned subjects in further detail or following updates received
from advisers.
Audit Committee
Finance Sub-Committee
£
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The Nomination Committee comprises all Directors and is chaired by
Mr Morgan. The Nomination Committee met three times during the year
under review.
The role of the Nomination Committee is to undertake the formal process
of reviewing the balance, effectiveness and diversity of the Board and to
consider succession planning, identifying the skills and expertise needed
to meet the future challenges and opportunities facing the Company, and
those individuals who might best provide them. The Nomination Committee,
as and when necessary, makes recommendations to the Board with regard
to the criteria for future Board appointments and the methods of selection.
It also considers and reviews the appointment of a Senior Independent
Director, membership of the Board’s Committees and the re-appointment
In addition, the Nomination Committee is responsible for assessing the time
commitment required for each Board appointment and ensuring that the
present incumbents have sufficient time to devote to their role, and for
reviewing the Directors’ performance appraisal process.
As part of ongoing succession planning, the Nomination Committee ensures
that all Board appointments are subject to a formal, rigorous and transparent
procedure. The Company seeks to ensure that any Board vacancies are
filled by the most qualified candidates based on objective criteria and merit
and in the context of the skills, knowledge and experience that are needed
for the Board to be effective. The Board supports diversity and inclusion at
Board level and encourages candidates from all educational backgrounds
and walks of life.
During the year, the Nomination Committee reviewed the Company's
Diversity Policy and skills matrix, and satisfied itself that the Board has a
balance of skills, qualifications and experience which are relevant to
the Company.
STATEMENT ON CORPORATE GOVERNANCE
As the Company has no employees and the Board
consists solely of Non-Executive Directors,
a Remuneration Committee is not considered
necessary. Led by the Senior Independent Director,
the Board as a whole determines and approves
Directors’ fees, taking into account market practice,
each Director’s Board and Committee responsibilities,
the time committed to the Company’s affairs and
remuneration levels across the investment trust
sector. Directors do not participate in discussions
specifically concerning their own remuneration.
Further details of the Directors’ remuneration
arrangements are set out in the Directors’
Remuneration Report on pages 84 to 88.
The Management Engagement Committee (“MEC”) comprises all the
Directors and is chaired by Mr Morgan. The MEC met on two occasions
during the year under review.
The Board keeps the performance of the Manager under continual review.
In addition, in accordance with the requirements of the AIC Code,
the MEC reviews the performance of the Manager’s obligations under
the Management Agreement and considers the need for any variation to
the terms of this Agreement on an annual basis.
The MEC then makes a recommendation to the Board about the continuing
appointment of the Manager under the terms of the Management
Agreement.
The MEC also reviews annually the performance of the Company Secretary,
the Custodian, the Depositary and the Registrar and any matters concerning
their respective agreements with the Company.
Nomination Committee
Management Engagement Committee
Remuneration Committee
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Gender identity or sex
Number of
Board members
Percentage on
the Board
Number of senior
positions on
the Board
1
Men 3 43 1
Women 4 1
Not specified/prefer not to say – – –
Ethnic background
Number of Board
members
Percentage on
the Board
Number of senior
positions on
the Board
1
White British or other white
(including minority white groups)
2
Mixed/multiple ethnic groups 1 14 0
Asian/Asian British 1 14 0
Black/African/Caribbean/
Black British 0 0 0
Other ethnic group, including Arab 0 0 0
Not specified/prefer not to say 0 0 0
Director and Chief Financial Officer in this category, only those positions have been included in the
table above. Ms Sieghart fulfils this requirement as Senior Independent Director.
The data in the above tables was collected through self-reporting by the Directors,
who were asked to indicate which of the categories specified in the prescribed
tables were most applicable to them.
STATEMENT ON CORPORATE GOVERNANCE
Diversity
The Board supports the recommendations of the
FTSE Women Leaders Review (successor to the
Hampton-Alexander Review) on gender diversity
and the Parker Review on ethnic representation.
The Company exceeded the FTSE Women Leaders
Review recommendation of at least 40% female
2026. It has also met the Parker Review target for all
from a minority ethnic background by December 2024.
The Board also notes the FCA diversity and inclusion
requirements for listed company boards, which apply
to accounting periods beginning on or after 1 April 2022
– at least 40% of Board members should be women;
– at least one senior Board position should be held by
a woman; and
– at least one Board member should be from a minority
ethnic background.
The Board complies with all three Listing Rule diversity
targets. In accordance with Listing Rule 6 Annex 1,
the following prescribed tables show the gender and
ethnic backgrounds of the Directors as at the year end.
Diversity policy
The Board acknowledges the benefits of diversity,
including diversity of age, gender, ethnicity, sexual
orientation, disability, educational, professional and
socio-economic background, and cognitive and
personal strengths, and remains committed to
ensuring that the Company’s Directors bring a wide
range of skills, knowledge, experience, backg
rounds
and perspectives to the Board and the Committees.
All appointments are made on merit against objective
criteria in the context of the overall balance of skills
and backgrounds that the Board needs to maintain
in order to remain effective.
The Board does not feel that it would be appropriate
to set targets as all appointments must be made on
merit. However, diversity generally will be taken
into consideration when evaluating the skills,
knowledge and experience desirable to fill each
vacancy. The Board has established the following
objectives for achieving diversity on the Board and
the Committees:
– All appointments will be made on merit, in the
context of the skills, knowledge and experience
that are needed for the Board and the Committees
to be effective; and
– Lon
glists of potential non-executive directors
should include diverse candidates of appropriate
merit.
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Internal control review
The Directors acknowledge that they are responsible
for the Company’s risk management and systems of
internal control and for reviewing their effectiveness.
An ongoing process, in accordance with the guidance
provided by the FRC on risk management, internal
control and related finance and business reporting,
has been established for identifying, evaluating and
managing risks faced by the Company. This process,
together with key procedures established with a view
to providing effective financial control, has been in
place throughout the year and up to the date the
Financial Statements were approved. Full details of the
principal risks and uncertainties faced by the Company
The risk management process and systems of internal
control are designed to manage, rather than eliminate,
the risk of failure to achieve the Company’s objectives.
It should be recognised that such systems can only
provide reasonable, rather than absolute, assurance
against material misstatement or loss.
Internal control assessment process
Regular risk assessments and reviews of internal
controls and the Company’s risk appetite are
undertaken by the Board in the context of the
Company’s overall investment objective. The Board,
through delegation to the Audit Committee, has carried
out a robust assessment and review of the emerging
and principal risks facing the Company. The review
covers the key business, operational, compliance
and financial risks facing the Company.
There were no significant matters of concern identified.
In arriving at its judgement of what risks the Company
faces, the Board has considered the Company’s
operations in the light of the following factors:
– The nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective:
– The threat of such risks becoming a reality;
– The Company’s ability to reduce the incidence and
impact of risk on its performance;
– The cost to the Company and benefits related to
the review of risk and associated controls of the
Company; and
– The extent to which third parties operate the
relevant controls.
the fact that most functions are sub-contracted,
the Directors have obtained information from key
third-party suppliers regarding the controls operated
by them. To enable the Board to make an appropriate
risk and control assessment, the information and
assurances sought from third parties include
the following:
– Details of the control environment;
– Identification and evaluation of risks and control
objectives;
– Assessment of the communication procedures; and
– Assessment of the control procedures operated.
There were no significant matters of concern identified
in the Board’s review of the internal controls of its
third-party suppliers.
The following are the key components which the
Company has in place to provide effective internal
control:
– The duties of investment management, accounting
and custody of assets are segregated. The
procedures of the individual parties are designed
to complement one another.
– Investment management is provided by Pantheon
implementation of the overall investment policy and
monitors the actions of the Manager at regular Board
meetings.
– BNP Paribas Trust Corporation UK Limited (previously
BNP Paribas Securities Services, London Branch) has
been appointed as Depositary. Custody of assets is
also undertaken by BNP Paribas Trust Corporation
UK Limited as the Company’s Custodian for equities
and bonds.
– The provision of administration, accounting and
Company secretarial duties is the responsibility of
– The provision of registration services is provided
the Company.
STATEMENT ON CORPORATE GOVERNANCE
The Directors
acknowledge
responsible for
the Company’s
risk management
and systems
control and for
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– The Directors of the Company clearly define the
duties and responsibilities of their agents and advisers
in the terms of their contracts. The appointment of
agents and advisers is conducted by the Board after
consideration of the quality of the parties involved; the
Board, via the Management Engagement Committee,
monitors their ongoing performance and contractual
arrangements.
– Mandates for authorisation of investment transactions
and expense payments are set by the Board.
– The Board reviews detailed financial information
produced by the Manager and the Administrator on
a regular basis.
Over the course of the next financial year, the Board will
continue its preparations to ensure the Company is
able to comply with the new provision 34 of the 2024
respect of accounting periods beginning on or after
1 January 2026. In accordance with guidance issued to
directors of listed companies, and in order to prepare
to be able to report compliance, the Directors have
worked closely with Pantheon to carry out a review of
the effectiveness of the various systems of internal
controls as operated by the Company’s main service
providers during the year and found there to be no
matters of concern.
The Company does not have an internal audit function.
All of the Company’s management functions are
delegated to independent third parties whose controls
are reviewed by the Board. It is therefore felt that there
is no need for the Company to have an internal audit
function. This need is reviewed periodically.
Company Secretary
The Board has direct access to the advice and services
of the Company Secretary, Waystone Administration
that Board and Committee procedures are followed
and that applicable regulations are complied with.
The Company Secretary is also responsible to the
Board for ensuring the timely delivery of information
and reports and for ensuring that statutory obligations
of the Company are met.
Engagement with shareholders
The Board and the Manager place a high priority on
shareholder communication, and all Directors are
available to engage with shareholders. During the
year, the Chair held several shareholder meetings.
Shareholders are encouraged to attend and vote at
Chairs of the Board’s Committees are available to
discuss matters affecting the Company and respond
to
questions. The Manager also gives a presentation
The Manager maintains regular dialogue with
institutional shareholders and runs a structured
programme of presentations following publication
of the Annual and Half-Yearly results. In addition,
the Board reviews a detailed list of the Company’s
shareholders at each Board meeting.
The Board and its advisers prepare the Company’s
Half-Yearly and Annual Reports to provide a clear
and comprehensive review of performance. Copies
are
s
ent to shareholders by post or electronically,
as requested, and are also available on the Company’s
website www.pantheon-international.com.
The
C
ompany responds to all shareholder
communications. Shareholders wishing to contact the
Board directly should email the Company Secretary
at pin_cosec@cm.mpms.mufg.com or write to the
registered office shown on page 138. The Company
Secretary will arrange for the relevant Board member
to respond.
Further details of the Company’s stakeholder
engagement, and how the Board considers
stakeholders in its decision-making, are set out
On behalf of the Board
Tony Morgan
Chair
3 August 2026
STATEMENT ON CORPORATE GOVERNANCE
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The Committee’s role is to provide independent
oversight in the interests of shareholders and the
Company’s wider stakeholders. To do this, the
Committee works closely with the Board, the Manager
and the external auditor, focusing in particular on the
integrity of the Company’s financial reporting and audit
processes, the effectiveness of internal controls and
risk management systems, and compliance with
applicable laws and regulations.
The Board and I consider that the Committee members,
individually and collectively, are independent and
appropriately experienced to fulfil the role required
within the sector in which the Company operates and
that I have an appropriate level of recent and relevant
financial experience to discharge my duties as Audit
Committee Chair.
Role of the Audit Committee
The constitution and clearly defined terms of reference
of the Audit Committee have been established by the
Board and are reviewed every year. The primary
responsibilities of the Audit Committee are:
– To monitor the integrity of the Financial Statements,
the financial reporting process and the accounting
policies of the Company, and review any actions and
judgements of the Manager in relation to these;
– To review the effectiveness of the internal control
environment of the Company and its reporting
processes;
– To monitor adherence to best practice in corporate
governance, including reviewing the Company’s
and other applicable regulations;
– To recommend the Auditor’s re-appointment to the
Board and to approve the Auditor’s remuneration and
terms of engagement, including the scope of work,
agreeing the audit plan with the Auditor, principal
areas of focus and the cost-effectiveness of the
auditor’s fee;
– To review and monitor the Auditor’s independence
and objectivity and the effectiveness of the audit
process; and
– To provide a forum through which the Company’s
Auditor reports to the Board; and
– To review its own performance as a Committee and
the Terms of Reference.
The Finance Sub-Committee, whose responsibilities
are set out in stand-alone terms of reference, supports
and reports to the Audit Committee and makes
recommendations to it and the Board on matters
including capital allocation, budgets and gearing.
The Audit Committee has direct access to the Company’s
Auditor, Ernst & Young (“EY”), and representatives of EY
attend each Audit Committee meeting.
Matters considered in the year
The Audit Committee met four times during the year
ended 31 May 2026. An important part of our role is
to provide non-executive oversight so as to ensure
appropriate focus on high-quality corporate reporting.
The principal issues considered by the Committee
during the year under review were:
Financial Statements and Significant
Account Judgements
A. Valuation of assets
The Committee reviewed the Manager’s valuation
process and controls during the year, including asset
ownership and the systems Pantheon has in place to
ensure the valuations are undertaken in accordance
with the accounting policies disclosed in Note 1 to
the accounts on pages 103 to 106.
I am pleased to present the
Audit Committee Report for
the year ended 31 May 2026.
The Audit Committee
comprises me, as Chair, and
of whom is an independent
Zoe Clements
Audit Committee Chair
AUDIT COMMITTEE REPORT
The Audit
Committee met
four times during
the year ended
part of our role
appropriate focus
corporate
reporting.
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Pantheon provided a report to the Audit Committee
at both the half-year and full-year Audit Committee
meetings, setting out its valuation process and the
basis for underlying valuations, giving the Committee
reassurance on the robustness of the Manager’s
valuations and the underlying valuation system.
As Chair, I attend the PIN Valuation Committee twice
a year, and the Committee discussed the reports
from Pantheon.
Throughout the year, Pantheon also provided further
reports setting out its planned enhancements to its
valuation process, and a sub-group of the Committee
held additional meetings with representatives from
the Pantheon team, focused on risk, valuation systems
and controls.
B. Going concern and long-term viability
The Committee considered the Company’s viability
and made recommendations to the Board on whether
it was appropriate to prepare the Company’s Financial
Statements on the going concern basis. The Board’s
Note 1b on page 103. The Committee also assessed
the long-term viability of the Company as detailed
expectation that the Company would remain in
operation for the three-year period of the assessment.
As an investor in private equity, the Company has
outstanding commitments to fund investments, and
the Audit Committee reviewed the level of undrawn
commitments, and the resources available to fund
these commitments, including available debt facilities,
as part of this analysis of the Company ’s going concern
and long-term viability.
C. Maintenance of investment trust status
The Manager and Administrator have reported to the
Committee to confirm continuing compliance with the
requirements for maintaining investment trust status.
The position is also discussed with the Auditor as part
of the audit process.
Risk Management and Internal controls
Pantheon provided a report to the Audit Committee
at both the half-year and full-year Audit Committee
meetings on risk management and the effectiveness
of internal controls.
The Audit Committee has reviewed and updated, where
appropriate, the Company’s risk matrix. This document
is reviewed by the Audit Committee at least every six
months. It is satisfied with the extent, frequency and
quality of the reporting of the Manager’s monitoring
to enable the Audit Committee to assess the degree
of control of the Company and the effect with which
risk is managed and mitigated. The Audit Committee
has received the independent assurance reports on
the internal controls of the key service providers and
the Manager has reported to the Audit Committee a
summary of the findings.
No incidents of significant control failings or
weaknesses have been identified during the year
ended 31 May 2026, within the Company or its
third-party suppliers, including Pantheon.
The Company does not have an internal audit function
as substantially all of its day-to-day operations are
delegated to third parties, all of whom have their own
internal control procedures. The Audit Committee
discussed whether it would be appropriate to establish
an internal audit function and agreed that the existing
system of monitoring and reporting by third parties
remains appropriate and sufficient.
Review of the current process in preparation
for Provision 34 reporting
During the next financial year, the Audit Committee
will continue preparing the Company to comply with
Provision 34 of the 2024 AIC Code, which applies to
accounting periods beginning on or after 1 January
2026. Provision 34 requires the Company to describe
in its next Annual Report how the Board has monitored
and reviewed the effectiveness of the Company’s
internal controls framework and to include a declaration
on the effectiveness of material controls at the balance
sheet date. It also requires disclosure of any material
controls that have not operated effectively, the action
taken or proposed to improve them and any steps taken
to address previously reported issues. The Audit
Committee notes the AIC’s guidance that companies
should adopt a proportionate approach. As part of its
preparations, the Audit Committee commenced the
determination of the material controls and assessed
whether existing review processes are sufficient to
support compliance with the new requirements.
The FRC’s Minimum Standard for
AuditCommittees
During the year, the Audit Committee continued to
review the Company’s adherence to the FRC’s Minimum
Standard for Audit Committees (the “Minimum
Standard”). The Committee monitors compliance
and
takes further action where necessary, including
diarising relevant matters for discussion at
its meetings.
AUDIT COMMITTEE REPORT
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External audit
The Audit Committee monitors and reviews the
effectiveness of the external audit process for
the publication of the Annual Report and makes
recommendations to the Board on the re-appointment,
remuneration and terms of engagement of the Auditor.
The Auditor is invited to all Committee meetings
and receives copies of all relevant papers and
meeting minutes.
During the year, the Committee specifically raised a
number of matters for discussion with the external
auditor. These matters included a valuation adjustment
and the robustness of the valuation process, the
allocation of Investment Management Costs and the
length of the period covered by the Company's viability
statement. The Committee considers that it provides a
robust challenge to the external auditor, and vice versa.
The audit fee incurred for the review of the 2026 Annual
The Audit Committee continues to monitor the level of
audit fees carefully.
Non-audit fees/independence and
objectivity of the Auditor
The Audit Committee reviews the scope and nature of
all proposed non-audit services before engagement,
to ensure that the independence and objectivity of
the Auditor are safeguarded. The Board’s policy is
that non-audit services may be carried out by the
Company’s Auditor unless there is a conflict of
interest or someone else is considered to have
more relevant experience.
Report. The ratio of non-audit to audit fees is 31%
it is appropriate for the Company’s Auditor to provide
these services to the Company as these services are
audit-related. The level of non-audit fees remains
within the cap on non-audit services set out in the
FRC’s Ethical Standard.
The Audit Committee has received assurances from the
Auditor that its independence is not compromised by
the supply of these services.
Effectiveness of Audit, Independence and
Objectivity of the Auditor
The Audit Committee meets at least twice a year with
the Auditor. The Auditor provides a planning report in
advance of the annual audit, a report on the annual
audit and a report on their review of the half-year
Financial Statements. The Audit Committee has an
opportunity to question and challenge the Auditor in
respect of each of these reports. In addition, at least
once a year, the Audit Committee has an opportunity
to
d
iscuss any aspect of the Auditor’s work with the
Auditor in the absence of the Manager.
After each audit, the Audit Committee reviews the audit
process and considers its effectiveness based on input
received from the various parties involved in the audit
through questionnaires.
During its review, the Committee assesses the
Auditor's effectiveness by:
– Reviewing the overall audit process and the audit
procedures taken to address the identified principal
issues;
– Reviewing the Auditor
’s ability to exercise professional
scepticism and challenge;
– Considering feedback on the audit provided by the
Limited; and
– Reviewing the experience and continuity of the audit
team, including the audit partner.
Committee reviewed EY’s effectiveness in line with
this process.
The Committee has considered the principal issues
identified by the audit team during the audit of
the Financial Statements for the year. The Auditor
demonstrated a good understanding of the Company,
and had identified and focused on the areas of
greatest financial reporting risk. Its reporting to the
Audit Committee was clear, open and thorough.
The Committee is satisfied that the Auditor has
demonstrated professional scepticism and
appropriately challenged management’s judgements,
including on valuation adjustments, valuations in
general by obtaining third-party valuations of
investments, whether statements were fair, balanced
and understandable and a technical expert review,
which was performed on the Annual Report to draw
out inconsistencies. The Committee acknowledged
that the audit team, including the audit partner,
comprised staff with appropriate levels of knowledge
and experience of the investment trust and private
equity sectors.
The Committee monitors the Company’s relationship
with the Auditor and has discussed and considered
its independence and objectivity. The Auditor also
provides confirmation that it is independent within
the meaning of all regulatory and professional
requirements and that objectivity of the audit is not
impaired. The Committee is therefore satisfied that EY
was independent, especially considering the term of
appointment to date, and will continue to monitor
this position.
Number of years external Auditor
has been in place:
7
Number of years the lead audit
partner has been in place:
1
AUDIT COMMITTEE REPORT
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On the basis of these factors and assessments, the
Committee has concluded that the external audit
process has been effective.
Continuing appointment of the Auditor
EY was appointed as the Company’s Auditor at the
of the Company’s Financial Statements since its
appointment. Taking into account the performance and
effectiveness of the Auditor and the confirmation of its
independence, the Committee has recommended to
the Board that a resolution to re-appoint EY as Auditor
confirmed its willingness to continue in office.
A competitive tender must be carried out by the
Company at least every 10 years. A tender was last
carried out by the Company during the year ended
to carry out a tender no later than the financial year
elapsed since the last tender, the CMA Order requires
the Company to state when it intends next to carry out a
tender and to explain that decision. The Committee has
not brought forward the tender beyond the financial
with the quality, independence and effectiveness
of
t
he audit delivered by EY, as set out below, and
considers that continuity of the audit relationship at
this stage is in shareholders’ interests. The Committee
will keep the timing of the next tender under review.
Ethical standards generally require the rotation of the
lead audit partner every five years.
Sarah Langston was appointed as audit partner for the
for the audit was transferred on an interim basis to
Ahmer Huda, who acted as audit partner for the
remainder of the audit process. The Committee
discussed the reasons for this interim transfer with
EY and was satisfied that it did not adversely affect
audit quality or continuity.
CMA Order
The Company complied throughout the year ended
31 May 2026 with the provisions of the Statutory Audit
Services Order 2014, issued by the Competition and
Markets Authority (“CMA Order”).
Fair, balanced and understandable
As a result of the work performed, the Audit Committee
has concluded that the Annual Report for the year
ended 31 May 2026, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
position and performance, business model and
strategy, and has reported on these findings to
the Board.
Zoe Clements
Audit Committee Chair
3 August 2026
The Audit Committee
has concluded that the
Annual Report for
2026, taken as a whole,
is fair, balanced and
understandable
information necessary
for shareholders to
assess the Company’s
position and performance,
business model
AUDIT COMMITTEE REPORT
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Directors’ fees for the year (audited)
*
Fees paid
£
Expenses
£
Year to 31 May 2026
Total
£
Total
£
1
Z. Clements
2
61,800 – 61,800
T.B.N. Farazmand
1
–
C.E. Morley
1
–
Dame Sue Owen DCB –
M.A. Sieghart
3
–
R.A. Welde –
J.D. Burgess
4
–
D.L. Melvin
–––
J.B.H.C.A. Singer CBE
4
86,382
Total
441,803 404,243
* The figures in the table represent the Directors’ single total figure of remuneration,
comprising fees only, as the Directors do not receive any variable remuneration,
taxable benefits, pension contributions or other payments, save for the
reimbursement of Company related de minimis out of pocket expenses.
Board with effect from 1 January 2026.
2 Ms Clements was appointed as Chair of the Audit Committee with effect from
16 October 2024.
resulting in a higher fee from this date.
The Board has prepared this report in accordance
with the requirements of the Large and Medium-sized
The law requires the Company’s Auditor to audit certain
disclosures provided. Where disclosures have been
audited, they are indicated as such. The Auditor’s
opinion is included in the “Independent Auditor’s
Statement from the Chair
I am pleased to present the Directors’ Remuneration
Report for the year ended 31 May 2026.
Companies are required to ask shareholders to approve
the annual Remuneration Report, which includes the
annual remuneration paid to Directors, each year and
to formally approve the Directors’ Remuneration Policy
on a three-yearly basis. Any change to the Directors’
Remuneration Policy requires shareholder approval.
The vote on the Directors’ Remuneration Report is an
advisory vote, while the Directors’ Remuneration Policy
is subject to a binding vote.
Shareholders last approved the Remuneration Policy
Remuneration Policy will be put to shareholders at the
As set out in the current Remuneration Policy, as well as
the Directors are determined within limits set out in the
Company’s Articles of Association or determined by
ordinary resolution of the Company. A resolution was
passed on 22 September 2020 increasing the maximum
aggregate annual remuneration payable to Directors to
since that date.
An ordinary resolution will be put to shareholders at the
remuneration that can be paid to Directors under article
The proposed increase in the maximum aggregate
annual remuneration will provide the Board with the
flexibility to enable the proposed changes to its
retaining some flexibility for future increases
and recruitment.
The Board consists entirely of Non-Executive Directors.
The Company has no employees and, therefore, no
comparison with employee pay has been presented.
its
e
xternally managed structure and the absence
of
e
xecutive Directors, the Board considers that
establishing a separate Remuneration Committee
would not provide additional benefit. All Directors are
independent and non-executive, and the Board as a whole
reviews and approves remuneration matters. No Director is
involved in determining their own remuneration. The Board
takes into account shareholder feedback and market
practice when reviewing Directors’ remuneration.
DIRECTORS’ REMUNERATION REPORT
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In accordance with the Company's Remuneration Policy as adopted on 18 October
Directors are increased annually, effective from the first day of the Company’s financial
year, currently at a rate no greater than the rate of the Consumer Price Index (“CPI”)
prevailing at the time.
In line with this policy, fees for the Directors were increased with effect from 1 June
2026 by the prevailing CPI of 2.8% as at 31 May 2026. Additionally, following an
independent review of Directors' remuneration this year, a resolution to approve a
The Company has no employees and therefore no comparison with employee pay
has been presented.
No travel expenses were claimed by the Directors from the Company during the year
ended 31 May 2026 or as at the date of this report.
Company performance
The graph below shows the total return to shareholders compared with the total
shareholder returns of the FTSE All-Share Total Return Index and MSCI World Total
there is no listed index that is directly comparable with the Company’s portfolio.
Relative importance of spend on pay
The table below sets out, in respect of the financial year ended 31 May 2026 and the
preceding financial period, the total remuneration paid to Directors, the management
fee and share buybacks and the percentage change between the two periods:
Year to
31 May 2026
£’000
Year to
£’000
Change
%
Total remuneration paid to Directors 441 404
Management fee
Share buybacks
1
121.3%
Directors’ interests (audited)
There is no requirement under the Company’s Articles of Association or the terms of
their appointment for Directors to hold shares in the Company.
The interests of the Directors and any persons closely associated in the shares of the
Company as at 31 May 2026 are set out below:
31 May 2026
A.D. Morgan
2
Z. Clements 22,143 22,143
T.B.N. Farazmand –
C.E. Morley –
Dame Sue Owen DCB
M.A. Sieghart
R.A. Welde
J.D. Burgess
3
J.B.H.C.A. Singer CBE
4
436,620 436,620
There has been no change to the above interests between 31 May 2026 and the date
of this report.
1 Excludes fees and stamp.
2 Shares held by Julianne Morgan,
a connected person.
3 Included 3,643,082 shares held
a connected person of Mr Burgess.
Mr Burgess retired from the Board
of shares reported for the year to
31 May 2026 represents his holding
at the date of his retirement.
4 Mr Singer retired from the Board on
of shares reported for the year to
31 May 2026 represents his holding
at the date of his retirement.
Note: the items listed in this table are as
required by the Large and Medium-sized
Reports) (Amendment) Regulations 2013
ss.20, as amended by the Companies
the exception of the management fee,
which has been included because
the Directors believe that it will help
shareholders’ understanding of the
relative importance of the spend on pay.
The figures for this measure are the
same as those shown in Notes 3 and 4
of the Financial statements.
DIRECTORS’ REMUNERATION REPORT
PIN Ordinary Share Price
FTSE All-Share Total Return
5,000
2,000
1,000
0
2016
PIN FINANCIAL YEAR
4,000
3,000
2018 2019 2020 2021
2022
2023 20242017 2025 2026
Performance (rebased to 100 (as at September 1987))
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Voting at the AGM
The Directors’ Remuneration Policy and the Directors’
The votes cast by proxy were as follows:
Remuneration Report
Number
of votes
% of
votes cast
For
Against
Total votes cast 100.00
Number of votes withheld –
Remuneration Policy
Number
of votes
% of
votes cast
For
Against 0.08
Total votes cast 100.00
Number of votes withheld –
Directors’ Remuneration Policy
The Directors’ Remuneration Policy (the “Policy”) is put
to shareholders’ vote at least once every three years
and in any year where there is to be a change in the
Policy. A resolution to approve the Policy was last
DIRECTORS’ REMUNERATION REPORT
Since 1 June 2021, fees for the Directors have been
increased annually by the rate of the Consumer Price
index (“CPI”), effective from the first day of the Company’s
allow the Directors discretion to determine the annual
increase to Directors’ fees at a rate less than (but no
greater than) the rate of CPI. In line with this policy, fees
for the Directors were increased with effect from 1 June
2026 by the prevailing CPI of 2.8% as at 31 May 2026.
Independent review of directors’
remuneration
During 2026, the Board commissioned Ellason LLP
review of Directors’ remuneration. Ellason is an
independent advisory firm that specialises in executive
remuneration and has no other connection with the
Company or individual Directors.
Ellason’s review considered two main comparator
groups: ‘Private equity focused’ comparators based on
externally managed private equity focused funds listed
on the FTSE All-Share; and, Size’ comparators based
on the 40 closest funds listed on the FTSE All-Share
as
m
easured by market capitalisation, captured as the
20 trusts above and below PIN.
The review found that the Company’s Directors were
paid significantly below the sector median, despite
facing a materially higher-than-average time
commitment, which measured by scheduled Board
meetings each year, sits in the top quartile of both
peer groups.
Having not undertaken a comprehensive benchmarking
exercise for many years, and following completion of
the Company’s strategic review, the Board carefully
considered Ellason’s report. Based on the findings,
and having taken advice from Ellason, the Board
determined that it was appropriate to re-base Directors’
fees to better reflect the responsibilities and time
commitments associated with the roles and proposes
increasing the annual base fee for Non-Executive
These fee levels would position the Company broadly
around the median of the private equity-focused
investment trust sector. The review concluded that
the existing premium fees paid to the Chair of the Audit
Committee and Senior Independent Director should
remain the same, as the increase in base fee would
position the total fee paid competitively against peers.
As these increases exceed the increase with CPI as
currently permitted under the Remuneration Policy, a
resolution to approve a revised Policy, as stated below,
the rebasing of Directors’ fees. Subject to shareholder
approval, the Directors’ fees will increase in line with
A further ordinary resolution will seek approval to
increase the maximum aggregate annual remuneration
payable to Directors under the Articles of Association
while retaining some flexibility for future increases
and recruitment.
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DIRECTORS’ REMUNERATION REPORT
The Policy
The Board’s policy is that remuneration of
Non-Executive Directors should reflect the
experience of the Board as a whole and is determined
with reference to comparable organisations and
appointments. The level of remuneration has been
set in order to attract individuals of a calibre
appropriate to the future development of the
Company and to reflect the specific circumstances
of the Company, the duties and responsibilities of
the Directors, and the value and amount of time
committed to the Company’s affairs.
The Company’s policy remains that smaller,
incremental increases to Non-Executive Director
fees are preferable to larger, less frequent
adjustments. Following the proposed fee increases
detailed in this report, the Committee expects to
return to smaller incremental adjustments until its
There are no performance conditions attaching to the
remuneration of the Directors as the Board does not
believe that this is appropriate for Non-Executive
Directors. The Directors do not receive pension
benefits or share options. Nor do they participate
in long-term incentive schemes.
All Directors act in a non-executive capacity, and
the fees for their services are approved by the whole
Board. The fees for the Directors are determined
within the limits set out in the Company’s Articles
of Association, or any greater sum that may be
determined by ordinary resolution of the Company.
Directors’ remuneration components
From the date of appointment, Directors are entitled
only to the fees set out below. Their remuneration is
not performance related. The Company maintains
regular dialogue with shareholders, and the Board
will consider any views received on Directors’
fees when undertaking the annual fees review.
Remuneration types are as follows:
Fixed Fees
taking into account the Board’s overall experience
and fees paid by comparable organisations for similar
appointments. When recommending any changes,
the
C
ommittee will consider wider factors, including
average inflation since the last review and changes
in the complexity of Directors’ duties, such as
additional time commitments arising from increased
regulatory or corporate governance requirements.
Total fees paid to all non-executive Directors,
excluding remuneration for special or additional
services described below, must not exceed
by ordinary resolution of the Company.
Expenses
of all travel, hotel and other expenses properly
incurred in attending Board or shareholder meetings,
or otherwise in carrying out their duties as Directors
(including any tax incurred thereon).
The Chair does not participate in any discussions
relating to his own fee, which is determined by the
other Directors.
There are no other additional fees payable for
membership of the Board’s Committees.
Fees for any new Director appointed will be made on
the above basis.
this Policy will be effective from 14 October 2026.
1 June 2026 to 14
October 2026
(annualised fee)
(annualised fee,
subject to approval
of the policy change
Year to 31 May 2026
Chair £88,600
Chair of the Audit Committee £63,600 £61,800
Senior Independent Director
Other Directors
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DIRECTORS’ REMUNERATION REPORT
Directors’ service contracts
None of the Directors has a contract of service with
the Company. Each Director has entered into terms
of appointment as a Non-Executive Director of the
Company. Following his retirement from the Board
a consultant for a short period to assist with the
renegotiation of the management fee with Pantheon.
No fees were paid to Mr Burgess during this period.
There has been no other contract or arrangement
between the Company and any Director at any time
during the year. Under the Articles of Association, each
Director shall retire and be subject to re-appointment
every three years thereafter. After nine years’ service,
Directors are subject to annual re-appointment.
and in accordance with the AIC Code, all Directors are
no agreements between the Company and its Directors
concerning compensation for loss of office and no
payments for loss of office were made during the year.
Any views expressed by shareholders on the fees being
paid to Directors would be taken into consideration by
the Board.
Approval
The Directors’ Remuneration Report was approved by
the Board of Directors and signed on its behalf by:
Tony Morgan
Chair
3 August 2026
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DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
applicable laws and regulations. Company law requires
the Directors to prepare Financial Statements for each
financial year. Under that law, they have elected to
prepare the Financial Statements in accordance with
FRS 102 and the Statement of Recommended Practice
issued by the Association of Investment Companies
(the “AIC SORP”). 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 Company as at the end of each
financial year and of the profit or loss of the Company
for that period.
In preparing these Financial Statements, the Directors
are required to:
– Present a true and fair view of the state of affairs and
of the profit or loss of the Company;
– Select suitable accounting policies in accordance
with UK Accounting Standards and the AIC SORP
and then apply them consistently;
– Present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information;
– Make judgements and estimates that are reasonable
and prudent;
– State whether applicable UK Accounting Standards
have been followed, subject to any material
departures disclosed and explained in the
Financial Statements; and
– Prepare the Financial Statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
Financial Statements comply with the Companies Act
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
The Directors are also responsible for preparing the
Strategic Report, the Directors’ Report, the Directors’
Statement and the Report of the Audit Committee
in
accordance with the Companies Act 2006 and
applicable regulations, including the requirements
of the UK Listing Rules (“UKLR”) and the Disclosure
The Directors have delegated responsibility to the
Manager for the maintenance and integrity of the
Company’s corporate and financial information
included on the Company’s website (www.pantheon-
international.com). Legislation in the UK governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Each of the Directors, whose names are listed on
pages 61 to 63, confirms that to the best of their
knowledge:
– The Financial Statements, prepared in accordance
with applicable accounting standards, give a true and
fair view of the assets, liabilities, financial position and
profit of the Company; and
– The management report, which is incorporated in the
Directors’ Report and Strategic Report, includes a fair
review of the development and performance of the
business and the position of the Company, together
with a description of the principal risks and
uncertainties that it faces.
to ensure that the Annual Report and Financial
Statements are fair, balanced and understandable.
In
order to reach a conclusion on this matter, the Board
has requested that the Audit Committee advises
on whether it considers that the Annual Report and
Financial Statements fulfil these requirements.
The process by which the Audit Committee has
reached these conclusions is set out in its report on
pages 80 to 83 .
As a result, the Board has concluded that the Annual
Report and Financial Statements for the year ended
31 May 2026, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
Signed on behalf of the Board by
Tony Morgan
Chair
3 August 2026
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC
Opinion
We have audited the financial statements of Pantheon
International PLC (the “Company”) for the year ended
31 May 2026 which comprise the Income Statement,
the Statement of Changes in Equity, the Balance Sheet,
the Cash Flow Statement, and the related Notes 1 to 26,
including a summary of significant accounting policies.
The financial reporting framework that has been applied
in their preparation is applicable law and United Kingdom
Accounting Standards including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic
Accounting Practice).
In our opinion, the financial statements:
– give a true and fair view of the Company’s affairs as at
31 May 2026 and of its profit for the year then ended;
– have been properly prepared in accordance with
Practice; and
– have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s
Ethical Standard as applied to public interest entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting
the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
– Confirming our understanding of the Company’s going
concern assessment process and engaging with the
Directors and the Company Secretary to determine if
all key factors were considered in their assessment;
– Inspecting the Directors’ assessment of going
concern, including the portfolio cash flow forecast,
for the periods covering at least 12 months from the
date the financial statements were authorised for
issue. In preparing the portfolio cash flow forecast,
the Company has concluded that it is able to continue
to meet its ongoing costs as they fall due;
– Reviewing the factors and assumptions as applied
to the portfolio cash flow forecast and the liquidity
assessment of the investment portfolio. We considered
the appropriateness of the methods used to calculate
the portfolio cash flow forecast and the liquidity
assessment and determined, through testing of the
methodology and calculations, that the methods,
inputs and assumptions utilised were appropriate to
be able to make an assessment for the Company;
– In relation to the Company’s borrowing arrangements,
inspecting the Directors’ assessment of the risk of
breaching the loan facility covenants as a result of
a reduction in the value of the Company’s portfolio.
We recalculated the Company’s compliance with loan
facility covenants in the scenarios assessed by the
Directors, who also performed reverse stress testing
in order to identify what factors would lead to the
Company breaching the financial covenants;
– Considering the mitigat
ing factors included in
the portfolio cash flow forecasts and covenant
calculations that are within the control of the
Company; and
– Reviewing the Company’s going concern disclosures
included in the Annual Report in order to assess that
the disclosures were appropriate and in conformity
with the reporting standards.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue
as a going concern for a period of at least 12 months
from the date of issue of these financial statements.
In relation to the Company’s reporting on how they
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report. However, because
not all future events or conditions can be predicted, this
statement is not a guarantee as to the Company’s ability
to continue as a going concern.
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Overview of our audit approach
Key audit matters
– Risk of incorrect valuation of unlisted investments at fair value
Materiality
–
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance materiality
determine our audit scope for the Company. This enables
us to form an opinion on the financial statements.
We take into account size, risk profile, the organisation
of the Company and effectiveness of controls, the
potential impact of climate change and changes in the
business environment when assessing the level of work
to be performed. All audit work was performed directly
by the audit engagement team.
Climate change
Stakeholders are increasingly interested in how climate
change will impact Pantheon International PLC. The
Company has determined that the most significant
future impacts from climate change on its operations
will be from changes in regulations that may adversely
affect their underlying portfolio investments. These are
forms part of the “Other Information”, rather than the
audited financial statements. Our procedures on these
unaudited disclosures therefore consisted solely of
considering whether they are materially inconsistent
with the financial statements or our knowledge obtained
in the course of the audit or otherwise appear to be
materially misstated, in line with our responsibilities
on “Other information”.
In planning and performing our audit, we assessed the
potential impacts of climate change on the Company’s
business and any consequential material impact on its
financial statements.
Our audit effort in considering climate change was
focused on the adequacy of the Company’s disclosures
in the financial statements as set out in Note 1 and
conclusion that there was no material impact from
climate change on the financial statements. We also
challenged the Directors’ considerations of climate
change in their assessment of viability and associated
disclosures.
Based on our work, we have not identified the impact of
climate change on the financial statements to be a key
audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period
and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that
we identified. These matters included 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. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and
we do not provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC
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Risk Our response to the risk
Key observations communicated
to the Audit Committee
Incorrect valuation of unlisted
investments at fair value (£2,363m,
2025: £2,435m)
Refer to the Audit Committee Report (page 80);
accounting policies (page 103); and Note 9 of the
Financial Statements (page 112)
The unlisted investment portfolio represents 110%
of the Net Asset Value (“NAV”) of the Company and
consists of investments in:
– Third party managed funds; and
– Funds or entities managed by Pantheon.
Within this investment portfolio are a pool of
investments attributed to the Company’s Asset
The valuation of the assets held in the investment
portfolio is the key driver of the Company’s net asset
value and total return. Incorrect investment valuation
could have a significant impact on the return
generated by the shareholders.
We attribute a higher risk of estimation uncertainty
to a portfolio of this nature. We therefore deem the
valuation of unlisted investments at fair value to be
a fraud and significant audit risk.
We performed the following procedures:
We obtained an understanding of Pantheon’s processes and controls surrounding
the investment valuation process, including controls that are in place within the
Company and operated or performed by Pantheon, by performing a walkthrough
to assess the design and implementation of controls in place. We corroborated
our understanding of the process through attendance at a number of Valuation
Committee meetings throughout the year.
We performed the following procedures for a sample of investments across all
types of investments:
– We obtained independently the most recently available capital allocation
compared the NAV of the investment attributable to the Company to the
valuation recorded in the accounting records.
– Where the most recently available capital allocation statements were
non-coterminous with the reporting date, we obtained details of adjustments
for cash flows and fair value made by Pantheon and corroborated these to call
and distribution notices and bank statements.
– For a sample of new investments during the year, we obtained and reviewed
the due diligence performed by Pantheon to ensure that the investment
recommendation pack was prepared prior to making new investments.
– For a sample of realised investments during the year, we agreed the proceeds
of the disposal to the capital allocation statements and performed back testing
by comparing the sale price and subsequent cash receipts to the most recent
valuation recorded by the Company for the investment.
– We reviewed the investment valuations and inquired of Pantheon regarding any
potential fair value adjustments as a result of updated information received or
observable market movements and obtained evidence to confirm these were
immaterial to the Company’s financial statements.
– For a sample of investments which were valued by an external valuer engaged
by Pantheon, we reviewed the valuation calculation, agreed inputs to
supporting evidence and assessed the competency of the external valuers.
The results of our procedures
identified no material misstatement
in relation to the risk of incorrect
valuation of unlisted investments.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC
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Risk Our response to the risk
Key observations communicated
to the Audit Committee
Incorrect valuation of unlisted
investments at fair value
(continued)
We performed the following additional procedures for investments in third-party
managed funds and Co-investments which are audited on an annual basis and for
which periodic fair value information is provided to the Company:
–
reviewed accounting policies on key areas impacting the NAV and compared
these to the fair value requirements within FRS 102.
– Compared the NAV as set out in the audited financial statements to the capital
allocation statements which are coterminous with the financial statements’
year-end date for a sample of investments with balances which are above our
performance materiality.
– Determined whether the audit firm signing the financial statements was a
recognised audit firm and checked whether there were any modifications made
to their audit reports.
We performed the following additional procedures for investments in
co-investment vehicles or third-party managed funds which are not audited on
an annual basis:
– We obtained the fair value calculations supporting the value held by the
Company and, where applicable, agreed key inputs to supporting evidence.
–
applied by the sponsor fund and reviewed accounting policies on key areas
impacting the NAV and compared these to the fair value requirements as set
out in FRS 102.
– For investments in our sample that were recently purchased, we assessed
whether cost is a reasonable proxy for fair value.
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Risk Our response to the risk
Key observations communicated
to the Audit Committee
Incorrect valuation of unlisted
investments at fair value
(continued)
We performed the following additional procedures for investments in funds and
entities managed by Pantheon:
–
impacting the NAV and compared these to the fair value requirements as set
out in FRS 102.
– Compared the NAV reported in the audited financials to the capital allocation
statements which are coterminous with the financial statements’ year-end
date for a sample of investments.
– Determined whether the audit firm signing the financial statements was a
recognised audit firm and checked whether there were modifications made
to their audit report.
– For unaudited investments, we performed a lookthrough into the investments
held by the entity to determine whether the underlying holdings were subject
underlying holdings and reviewed accounting policies on key areas impacting
the NAV and compared these to the fair value requirements as set out in
FRS 102.
– Where the internally managed fund and its underlying investments were not
audited, we obtained the fair value calculations supporting the value held by the
Company and, where applicable, agreed key inputs to the supporting evidence.
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Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the
users of the financial statements. Materiality provides
a basis for determining the nature and extent of our
audit procedures.
funds. We believe that shareholders’ funds provides us
with materiality aligned to the key measure of the
Company’s performance.
During the course of our audit, we reassessed initial
materiality and made no changes to the basis of
calculation from our original assessment at the
planning stage.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment,
this percentage due to our understanding of the control
environment that indicates a lower risk of material
misstatements, both corrected and uncorrected.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would
report to them all uncorrected audit differences in
planning materiality, as well as differences below that
threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against
both the quantitative measures of materiality discussed
above and in light of other relevant qualitative
considerations in forming our opinion.
Other information
The other information comprises the information
included in the Annual Report, other than the financial
statements and our auditor’s report thereon. The
Directors are responsible for the other information
contained within the Annual Report.
Our opinion on the financial statements does not
cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit or
otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of the other information, we are required
to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
– the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
– the Strategic Report and Directors’ Report have been
prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
in the Strategic Report or Directors’ Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
– adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
– the 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.
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Corporate Governance Statement
We have reviewed the Directors’ statement in relation
to going concern, longer-term viability and that part of
Company’s compliance with the provisions of the UK
by
the UK Listing Rules.
Based on the work undertaken as part of our audit,
we have concluded that each of the following elements
consistent with the financial statements or our
knowledge obtained during the audit:
– The Directors’ statement with regard to the
appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified
– The Directors’ explanation as to their assessment of
the Company’s prospects, the period this assessment
covers and why the period is appropriate set out on
– The Directors’ statement on whether they have a
reasonable expectation that the group will be able to
continue in operation and meets its liabilities set out
– The Directors’ statement on fair, balanced and
– The Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
– The section of the Annual Report that describes the
review of effectiveness of risk management and
– The sect
ion describing the work of the Audit
Committee set out on page 80.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the
Directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financialstatements
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 an auditor’s report that includes
our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these
financial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud. The risk
of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures
are capable of detecting irregularities, including fraud, is
detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged
with governance of the Company and management.
– We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and determined that the most significant
are the Companies Act 2006, the Listing Rules,
of Investment Companies’ Code and Statement
Corporation Tax Act 2010 and The Companies
– We understood how the Company is complying with
those frameworks through discussions with the Audit
Committee and the Company Secretary and a review
of Board minutes and the Company’s documented
policies and procedures.
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– We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including how fraud might occur by considering the
key risks impacting the financial statements. We
identified a fraud risk with respect to management
override in relation to investments in funds and
entities managed by Pantheon and investments
in third-party managed funds and co-investment
vehicles which are not audited on an annual basis.
Further discussion of our approach is set out in the
section on the key audit matters above. In addition,
we performed tests of journal entries, focusing on
unusual and year-end manual journals.
– Based on this understanding, we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved a review of
Pantheon and the Company Secretary’s reporting to
the Directors with respect to the application of the
documented policies and procedures and review of
the financial statements to confirm compliance with
the reporting requirements of the Company.
A further description of our responsibilities for the
audit of the financial statements is located on
the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the Audit
Committee, we were appointed by the Company on
the year ended 31 May 2020 and subsequent financial
periods. The period of total uninterrupted engagement
including previous renewals and reappointments is
seven years, covering the years ended 31 May 2020 to
31 May 2026. The audit opinion is consistent with the
additional report to the Audit Committee.
Use of our report
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.
Ahmer Huda
(Senior statutory auditor)
for and on behalf of
Ernst & Young LLP, Statutory Auditor
London
3 August 2026
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Income Statement 99
Statement of Changes in Equity 100
Balance Sheet 101
Cash Flow Statement 102
Notes to the Financial Statements 103
FINANCIAL
STATEMENTS
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INCOME STATEMENT YEAR ENDED 31 MAY 2026
Year ended 31 May 2026
Note
Revenue
£’000
Capital
£’000
Total
1
£’000
Revenue
£’000
Capital
£’000
Total
1
£’000
– – 11,344 11,344
Currency (losses)/gains on cash and borrowings 18 – –
Investment income 2 23,314 – 23,314 –
Investment management fees
2
3 –
Other expenses
2
4
Return/(loss) before fi nancing and taxation
Interest payable and similar expenses
2
6 –
Return/(loss) before taxation
Taxation paid – –
Return/(loss) for the year, being total comprehensive income for the year
Return/(loss) per ordinary share 8
1 The Company does not have any income or expenses that are not included in the return for the year, therefore the return for the year is also the total comprehensive income for the year. The supplementary revenue and capital columns are
prepared in accordance with Financial Reporting Standards (“FRS”), and under guidance published in the Statement of Recommended Practice (“SORP”) issued by the Association of Investment Companies (“AIC”).
the expected long-term split of returns between income and capital. Prior year allocation was 100% revenue.
All revenue and capital items in the above statement relate to continuing operations. No operations were acquired or discontinued during the period.
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STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 MAY 2026
Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Other
capital
reserve
£’000
Capital
reserve on
investments
held
£’000
Revenue
reserve
£’000
Total
£’000
Movement for the year ended 31 May 2026
Opening equity shareholders' funds 30,002 2,223,040
Return for the year
–––23,144
Ordinary shares bought back for cancellation in the market
1
– ––
Closing equity shareholders’ funds
Movement for the year ended 31 May 2025
Opening equity shareholders’ funds 2,283,641
–––
Ordinary shares bought back for cancellation in the market
1
– ––
Closing equity shareholders’ funds 30,002 2,223,040
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BALANCE SHEET AS AT 31 MAY 2026
Note
31 May 2026
£’000
£’000
Fixed assets
Investments at fair value
Current assets
Debtors 11 3,081
Cash and cash equivalents 12
Creditors: Amounts falling due within one year
Other creditors 13
Net current assets/(liabilities)
20,828
Tot al assets les s current liabilities
Creditors: Amounts falling due after one year
Bank loan facility 14
Asset Linked Loan
Private placement debt notes 16
Net assets
2,223,040
Capital and reserves
Called-up share capital 30,002
Share premium 18
Capital redemption reserve 18
Other capital reserve 18
Capital reserve on investments held 18
Revenue reserve 18
Tot al equity shareho lde r s’ fund s
2,223,040
Tot al ord inar y shares for NAV c alc ulation
Net asset value per ordinary share
The Financial Statements were approved by the Board of Pantheon International Plc on 3 August 2026 and were authorised for issue by
Tony Morgan
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CASH FLOW STATEMENT YEAR ENDED 31 MAY 2026
Note
Year ended
31 May 2026
£’000
Year ended
£’000
Cash fl ow from operating activities
Investment income received; comprising
20,131
384
Deposit and other interest received 13
Investment management fees paid
Secretarial fees paid
Depositary fees paid
Directors’ fees paid
PR/Marketing fees paid
Legal & professional fees paid
Other cash payments
1
Taxation paid
Net cash outfl ow from operating activities 21
Cash fl ows from investing activities
Purchases of investments
1
Disposals of investments
1
Net cash inflow from investing activities
Note
Year ended
31 May 2026
£’000
Year ended
£’000
Cash fl ows from financing activities
ALN repayments
Ordinary shares bought back for cancellation
2
Drawdown from loan facility
Repayment of drawn loan
Loan commitment and arrangement fees paid
Loan interest paid
Private placement debt note coupon interest
Net cash outfl ow from fi nancing activities
Increase/(decrease) in cash in the year
Cash and cash equivalents at the beginning
of the year
21,863
Foreign exchange (losses)/gains
on cash accounts
622
Cash and cash equivalents at the end of the year
12
1 Purchases and disposals do not include investments actioned by Pantheon International Holdings LP.
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NOTES TO THE FINANCIAL STATEMENTS
1
Accounting Policies
Pantheon International Plc is a listed public limited company incorporated in England and
Wales. The registered office is detailed on page 138. A summary of the principal accounting
policies and measurement bases, all of which have been applied consistently throughout
the year, is set out below.
A. Basis of preparation
The Company’s Financial Statements have been prepared in compliance with FRS 102
as it applies to the Financial Statements of the Company for the year ended 31 May 2026.
They have also been prepared on the assumption that approval as an investment trust
will continue to be granted. The Company’s Financial Statements are presented in sterling
otherwise. The investments in the subsidiaries are financial assets, and held at fair value
through profit or loss.
The Financial Statements have been prepared in accordance with the SORP for the financial
statements of investment trust companies and venture capital trusts issued by the AIC, other
than where restrictions are imposed on the Company which prohibit specific disclosures.
B. Going concern
The financial statements have been prepared on a going concern basis and under the
historical cost basis of accounting, modified to include the revaluation of certain assets
at fair value.
The Directors have made an assessment of going concern, taking into account the
Company’s current performance and financial position as at 31 May 2026. In addition,
the Directors have assessed the outlook using the information available as at the date of
issue of these financial statements, which considers the potential further impact of diverging
monetary policies and ongoing international conflicts which have brought about increased
geopolitical uncertainties. Furthermore, the combination of above-target inflation rates,
tariffs and the rapid growth of generative AI, which has recently driven notable volatility in
the technology sector amid concerns over its economic impact, may weigh on the pace of
economic growth.
As part of this assessment the Directors considered:
– Various downside liquidity modelling scenarios with varying degrees of decline in
investment valuations, decreased investment distributions, and increased call rates,
with the worst being an extreme downside scenario representing a severe adverse impact
to the portfolio.
– The Company manages and monitors liquidity regularly ensuring it is adequate and
sufficient and is underpinned by its monitoring of investments, distributions, capital calls
and outstanding commitments. Total available financing as at 31 May 2026 stood at £311m
–
date of 31 March 2026, updated for capital movements and foreign exchange impacts.
–
commitments which could theoretically be drawn in a 12-month period, the ageing of
commitments and available financing to fulfil these commitments. In these scenarios
PIN can take steps to limit or mitigate the impact on the Balance Sheet, namely drawing
on the credit facility, pausing on new commitments, selling assets to increase liquidity
and reducing outstanding commitments if necessary. In addition, subject to market
conditions, the Company could also seek to raise additional debt or equity capital.
– The impact of share buybacks and the Company’s Capital Allocation Policy on available liquidity.
– The Directors also considered the impact of climate change on PIN’s portfolio and concluded
that there was no significant impact on the Company as a result of climate change.
Having performed the assessment on going concern, the Directors considered it appropriate
to prepare the financial statements of the Company on a going concern basis. The Company
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 signing of these financial statements.
C. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business,
being an investment business. Consequently no business segmental analysis is provided.
D. Valuation of investments
Investments in private equity funds comprise “Primaries”, “Fund Secondaries”, “Co-investments”
together with the fair value of the Company’s investments in Pantheon International Holdings
reference to its latest available Net Asset Value. The Company has fully adopted Sections 11
and 12 of FRS 102. All investments are classified on initial recognition as held at fair value
through profit or loss and are measured at subsequent reporting dates on that basis.
The Company’s business is investing in financial assets with a view to profiting from their
total return, in the form of interest, dividends or fair value gains.
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NOTES TO THE FINANCIAL STATEMENTS
fair value can be reliably estimated and can be supported by material evidence and sufficient
supporting documentation. The most common reason for adjustments to the value provided
the reporting date, for example subsequent cash flows or notification of an agreed sale.
On more rare occasions, Pantheon may apply valuation adjustments under the following
circumstances, including, but not limited to:
– Pantheon’s view on provisions to account for potential claims or investment performance is
not accounted for in the third-party private equity managers’ reported values;
– Significant post-balance sheet events that meet the criteria for adjustment under FRS 102
are not accounted for in the reported values; and
– At year end, if a significant time has elapsed since the last reported NAV date,
Pantheon may apply adjustments to reflect market movements on a risk-based and
materiality-based approach.
valuations are not prepared in accordance with the required valuation standards, accounting
standards or where audited financial statements are not available. The scope of the
engagement is determined on a case-by-case basis and, dependent on the investment,
could include an independent valuation report from a valuation provider engaged by the
Investment Manager. Pantheon then analyses the independent valuation report against
valuation benchmarks to determine the reasonableness of the valuation and that it is
appropriate to the investment and performance thereof before presenting it for approval
to Pantheon’s Valuation Committee for PIN.
(ii) Quoted investments are valued at the bid price on the relevant stock exchange
Private equity funds may contain a proportion of quoted shares from time to time, for
example where the underlying company investments have been taken public but the
holdings have not yet been sold. The quoted market holdings at the date of the latest fund
accounts are reviewed and adjusted to the published prices of those holdings at the period
end. All investments are initially recognised and subsequently measured at fair value.
Changes in fair value are recognised in the Income Statement.
1
Accounting Policies (continued)
(i) Unquoted fixed asset investments are stated at the estimated fair value
fund investments, while the Company operates a robust and consistent valuation process,
there is significant estimation uncertainty in the underlying fund valuations, which are
estimated at a point in time.
The valuations of the Company’s investments are primarily based upon the valuation
typically using earnings multiple or discounted cash flow methodologies to determine
enterprise value in line with International Private Equity and Venture Capital Valuation
(“IPEV”) guidelines. In the absence of contrary information, these net asset valuations
to be best placed to perform the valuations, as:
–
environment it operates in;
–
–
comparable companies take place; and
–
A robust assessment is performed by Pantheon to determine the capability and track record
this process, Pantheon ensures that:
– Underlying fund vehicles report under recognised accounting standards and are compliant
with those standards, fair value principles are followed and they are audited annually; or
– Where accounting standards followed do not require fair value reporting, a detailed review
of financial information provided is conducted. Adjustments are made by Pantheon, where
necessary, to bring these valuations in line with fair value.
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NOTES TO THE FINANCIAL STATEMENTS
1
Accounting Policies (continued)
E. Asset Linked Note
with an initial principal amount of £200m to the Investor. Payments under the ALN are made
reference portfolio which consists of interests held by the Company in over 300 of its oldest
private equity funds, substantially 2006 and earlier vintages. The Company retains the net
The ALN is held at fair value through profit or loss and therefore movements in fair value
are reflected in the Income Statement. Fair value is calculated as the sum of the ALN share
of fair value of the reference portfolio plus the ALN share of undistributed net cash flow.
The fair value movement is allocated between revenue and capital pro rata to the fair value
gains and income-generated movements in the reference portfolio.
A pro rata share of the Company’s total ongoing charges is allocated to the ALN, reducing
each quarterly payment (“the Expense Charge”) and deducted from Other Expenses through
the revenue account in the Income Statement.
The ALN’s share of net cash flow is calculated after withholding taxation suffered. These
amounts are deducted from taxation through the revenue account in the Income Statement.
F. Income
Dividends receivable on quoted equity shares are brought into account on the ex-dividend
date.
Dividends receivable on equity shares where no ex-dividend date is quoted are brought into
account when the Company’s right to receive payment is established. The fixed return on a
debt security is recognised on a time apportionment basis.
Income distributions from funds are recognised when the right to distributions is established.
G. Taxation
Corporation tax payable is based on the taxable profit for the period. The charge for taxation
takes into account taxation deferred or accelerated because of timing differences between
the treatment of certain items for accounting and taxation purposes. Full provision for
deferred taxation is made under the liability method, without discounting, on all timing
differences that have arisen but not reversed by the balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is allocated between
capital and revenue on the same basis as the particular item to which it relates, using the
marginal method.
Dividends receivable are recognised at an amount that may include withholding tax
(but excludes other taxes, such as attributable tax credits). Any withholding tax suffered
is shown as part of the revenue account tax charge.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal
of investments because the Company meets (and intends to continue for the foreseeable
future to meet) the conditions for approval as an investment trust company, pursuant to
Deferred tax assets are only recognised if it is considered more likely than not that there will
be suitable profits from which the future reversal of timing differences can be deducted.
H. Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated in the Income
Statement, consistent with the SORP, on the following basis:
–
expenses, comprising investment management fees, interest costs and other expenses,
long-term split of returns between income and capital.
– Expenses which are incidental to the acquisition or disposal of an investment are treated
as capital costs and separately identified and disclosed in Note 4;
– Expenses of a capital nature are accounted for through the capital account; and
– Investment performance fees are allocated to capital.
I. Foreign currency
The functional and presentational currency of the Company is pounds sterling (“sterling”),
because it is the primary currency in the economic environment in which the Company operates.
Transactions denominated in foreign currencies are recorded in the local currency at
actual
exchange rates as at the date of transaction. Monetary assets and liabilities denominated in
foreign currencies at the period end are reported at the rates of exchange prevailing at the
period end. Any gain or loss arising from a change in exchange rates subsequent to the date
of
the transaction is included as an exchange gain or loss in the revenue or capital column of
the Income Statement depending on whether the gain or loss is of a capital or revenue nature.
For non-monetary assets, these are covered by fair value adjustments. For details of transactions
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1
Accounting Policies (continued)
J. Other capital reserve
The following are accounted for in this reserve:
– Investment performance fees;
–
– Realised exchange difference of a capital nature;
– Expenses of a capital nature; and
– Costs of share buybacks.
Capital distributions received from investments are accounted for by firstly reducing any
cost of that investment, with any gains being recognised as realised only when the cost
has been reduced to nil.
K. Capital reserve on investments held
The following are accounted for in this reserve:
– Increases and decreases in the value of investments held at the year end and the ALN.
L. Investment performance fee
The Manager is entitled to a performance fee from the Company in respect of each
12-calendar-month period ending on 31 May in each year. The performance fee payable in
the end of such period exceeds 110% of the applicable “high-water mark”, i.e. the net asset
value at the end of the previous calculation period in respect of which a performance fee was
payable, compounded annually at 10% for each subsequent completed calculation period up
to the start of the calculation period for which the fee is being calculated. For the calculation
period ended 31 May 2026, the notional performance fee hurdle is a net asset value per
The performance fee is calculated using the adjusted net asset value. The net asset value
The performance fee is calculated so as to ignore the effect on performance of any
performance fee payable in respect of the period for which the fee is being calculated or
of any of the following:
– Increase or decrease in the net assets of the Company resulting from any issue,
redemption or purchase of any shares or other securities;
– The sale of any treasury shares or the issue or cancellation of any subscription or
conversion rights for any shares or other securities; and
– Any other reduction in the Company’s share capital or any distribution to shareholders.
M. Significant judgements and estimates
The preparation of Financial Statements requires the Manager to make judgements,
estimates and assumptions that affect the reported amounts of investments at fair value
at the financial reporting date and the reported fair value movements during the reporting
period. Actual results may differ from these estimates. Details of how the fair values of
unlisted investments are estimated and any associated judgements applied are provided
N. Derecognition/Recognition of assets and liabilities
Financial assets and financial liabilities are recognised on the Company’s balance sheet
when the Company becomes a party to the contractual provisions of the instrument.
In accordance with FRS 102, financial assets are derecognised when the contractual rights
to the cash flows from the instrument expire or the asset is transferred and the transfer
qualifies for derecognition. Financial liabilities are derecognised when the obligation is
discharged, extinguished or expired.
O. Cash and cash equivalents
Cash and cash equivalents include cash deposits held with banks and money market funds,
together with other short-term highly liquid investments with original maturities of three
months or less at the date of placement, free of any encumbrances, which are readily
convertible into known amounts of cash and subject to insignificant risk of changes in value.
The Manager uses money market funds for cash management purposes.
P. Loans and borrowings
All loan borrowing costs are recognised within interest payable and similar expenses in the
Income Statement, in the period in which they are incurred. These costs include interest,
commitment fees and arrangement fees. The arrangement fees have been expensed over
the life of the facility.
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NOTES TO THE FINANCIAL STATEMENTS
2
Income
31 May 2026
£’000
£’000
Income from investments
Investment income (comprising dividend income, interest
income and other investment income) 23,241
23,241
Other income
Interest
Breakage fee compensation –
Exchange difference on income
13
Total income
23,314
Tot al income compr ise s
Dividend income
Interest income
Other investment income 384
Bank interest
Breakage fee compensation –
Exchange difference on income
23,314
Analysis of income from investments
Unlisted 23,241
23,241
Geographical analysis
UK 1,360
US 14,432
Other overseas 4,024
23,241
3
Investment Management Fees
31 May 2026
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment
management fees 23,212 –
23,212 –
The investment management fee is payable monthly in arrears at the rate set out in the
The value of investments in, and outstanding commitments to, investment funds managed or
management fee and the commitment fee. The value of holdings in investments managed by
In addition, the Manager has agreed that the total fees (including performance fees) payable
investments in Pantheon Funds shall be less than the total fees (excluding the performance
fee) that the Company would have been charged under the Management Agreement had
it invested directly in all of the underlying investments of the relevant Pantheon Funds
instead of through the relevant Pantheon Funds.
management fees. No performance fee is payable in respect of the year to 31 May 2026
No performance fee has been paid or accrued in the period.
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NOTES TO THE FINANCIAL STATEMENTS
4
Other Expenses
31 May 2026
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Secretarial and accountancy services 460 –
Depositary fees 26 232 262 – 262
Custodian fees 1 10 11 12 – 12
Registrar fees 12 111 123 120 – 120
Public relations and web-related fees 384 – 384
Fees payable to the Company’s Auditor for the
– audit of the annual Financial Statements 16 –
Fees payable to the Company’s Auditor for
– 41 46 –
44 404 – 404
Directors’ expenses 1 6 –––
Employer’s National Insurance 6 61 44 – 44
Irrecoverable VAT 1 13 14 21 – 21
Capital-related legal fees
1
– –
Legal and professional fees
1
663 –
Other
2
484 – 484
3
–
3,046 3,341 3,281
1 Legal fees incidental to the acquisition of investments and project-related costs are charged direct to the Capital column of the Income Statement, since they are capital in nature.
2 Other expenses predominantly comprise fees and expenses relating to printing, public relations, Stock Exchange listing, FCA fees, AIC Levy and share price publications.
3 A pro rata share of the Company’s total ongoing charges is allocated to the ALN, reducing each quarterly payment.
The Directors do not consider that the provision of non-audit work to the Company affects the independence of the Auditors due to the half-year review being an assurance service.
100% revenue.
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NOTES TO THE FINANCIAL STATEMENTS
5
Directors’ Remuneration
Directors’ emoluments comprise Directors’ fees. A breakdown is provided in the Directors’ Remuneration Report on page 84.
6
Interest Payable and Similar Expenses
31 May 2026
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Loan commitment and arrangement fees 388 3,486 –
Loan interest –
Private placement debt note coupon interest –
–
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NOTES TO THE FINANCIAL STATEMENTS
7
Taxation
31 May 2026
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Taxation recovered from foreign tax authorities – –––
Taxation paid to foreign tax authorities 60 – 60 282 – 282
Withholding tax deducted from distributions – 2,002 – 2,002
– 2,284 – 2,284
Ta x cha rge
The differences are explained below:
Net return before tax
6,423
Non-taxable investment, derivative and currency gains – –
Effect of expenses in excess of taxable income – –
– –
Taxation recovered from foreign tax authorities – –––
Taxation paid to foreign tax authorities 60 – 60 282 – 282
Withholding tax deducted from distributions – 2,002 – 2,002
– 2,284 – 2,284
payable to various US state tax authorities. These amounts are accounted for as withholding tax deducted from distributions. All amounts included in the above table relate to US state tax.
Investment gains are exempt from capital gains tax owing to the Company’s status as an investment trust.
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7
Taxation (continued)
Factors That May Affect Future Tax Charges
The Company is an investment trust and therefore is not subject to tax on capital gains. Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of
investments because the Company meets (and intends to meet for the foreseeable future) the conditions for approval as an investment trust company.
No deferred tax asset has been recognised in respect of excess management expenses and expenses in excess of taxable income as they will only be recoverable to the extent that there is
8
Return per Share
31 May 2026
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Return/(loss) for the financial year in £'000
Weighted average number of ordinary shares
Return/(loss) per share
There are no dilutive or potentially dilutive shares in issue.
NOTES TO THE FINANCIAL STATEMENTS
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9a
Movement on Investments
31 May 2026
£’000
£’000
Book cost brought forward
Opening unrealised appreciation on investments held:
– Unlisted investments
– Listed investments 1,144
Valuation of investments brought forward
Movements in year:
Acquisitions at cost
Sale proceeds from capital distributions at fair value
Realised gains on sales
Increase in appreciation on investments held
Valuation of investments at year end
Book cost at year end
Closing unrealised appreciation on investments held:
– Unlisted investments
– Listed investments 424 1,144
Valuation of investments at year end
Fair value of investments:
Unlisted investments 2,363,331
Listed investments
Valuation of investments at year end
Further details in relation to the structuring arrangements are included in Note 20.
NOTES TO THE FINANCIAL STATEMENTS
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9b
Analysis of Investments
as disclosed in Note 4, have been taken to the Capital column in the Income Statement since they are capital in nature.
Included in investment are also investments that the Company holds in its subsidiaries. Please see Note 20 for further details.
Gains on investment per Income Statement
31 May 2026
£’000
£’000
Realised gains on sales
Increase/(decrease) in unrealised appreciation
Revaluation of amounts owed in respect of transactions
11,344
NOTES TO THE FINANCIAL STATEMENTS
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9b
Analysis of Investments (continued)
Currency analysis of investment valuation
31 May 2026
£’000
£’000
Sterling
Unlisted investments 1,322,236 1,231,060
1,322,236 1,231,060
US dollar
Unlisted investments
Listed investments
Euro
Unlisted investments 160,316
160,316
Other
Unlisted investments
Tot al valuation of investme nts
9c
Material Investment
NOTES TO THE FINANCIAL STATEMENTS
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10
Fair Value Hierarchy
The fair value hierarchy consists of the following three levels:
holdings held directly by the Company from in specie distributions received from underlying investments, but does not include listed holdings held indirectly through the Company’s
underlying private equity managers, which are classified under Level 3 holdings;
(i.e. derived from prices); and
Investments in Level 3 assets are in respect of private equity fund investments comprising Primaries, Fund Secondaries , Co-investments and Manager-led Secondaries. These are held at
fair
value and are calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take account of cash flow events occurring
after the date of the manager’s valuation, such as realisations or liquidity adjustments. Underlying managers will use a number of valuation methodologies to determine the fair value and
exercise their judgement in applying the most appropriate technique, which may include comparable private company transactions, earnings multiples, industry valuation benchmarks,
discounting cash flows and net assets.
When Pantheon cannot rely on the valuations reported by the underlying manager due to inherent uncertainty in the manager’s marks, Pantheon will directly engage a third-party valuation
The following table presents additional information about valuation methodologies and inputs used for investments that are measured at fair value and categorised within Level 3.
Valuation Methodology
As at 31 May 2026 £’000 Range Weighted average range
Earnings multiple
NAV as practical expedient n/a n/a
Valuation Methodology
£’000 Range Weighted average range
Earnings multiple 13.8x
NAV as practical expedient n/a n/a
NOTES TO THE FINANCIAL STATEMENTS
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10
Fair Value Hierarchy (continued)
Financial Assets at Fair Value Through Profit or Loss at 31 May 2026
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unlisted holdings – – 2,363,331 2,363,331
Listed holdings ––
– 2,363,331
Financial Assets at Fair Value Through Profit or Loss at 31 May 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unlisted holdings ––
Listed holdings ––
–
Financial Liabilities at Fair Value Through Profit or Loss at 31 May 2026
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Asset Linked Note ––
––
Financial Liabilities at Fair Value Through Profit or Loss at 31 May 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Asset Linked Note – – 22,366 22,366
– – 22,366 22,366
NOTES TO THE FINANCIAL STATEMENTS
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11
Debtors
31 May 2026
£’000
£’000
Amounts owed by investment funds
Investment income receivable – 12
Prepayments in relation to loan arrangement fees 3,842 2,382
Prepayments in relation to general expenses paid
3,081
12
Cash and Cash Equivalents
31 May 2026
£’000
£’000
Cash at bank
13
Creditors’ Amounts Falling Due Within One Year
31 May 2026
£’000
£’000
Investment management fees
Amounts owed in respect of share buybacks and investment trades
1
ALN repayment to the Investor 1,226 1,628
Loan interest and loan commitment fees payable 308 1,083
Private placement debt note coupon interest 1,806
Other creditors and accruals
1 Amount includes £6.0m in relation to share buybacks which occurred at the end of May 2026 but which are settling in June 2026.
NOTES TO THE FINANCIAL STATEMENTS
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14
Bank Loan
31 May 2026
£’000
£’000
Long term
112,146
––
112,146
On 28 October 2024, the Company announced that it had agreed an extension to the Loan Facility, which was due to expire in October 2026, by a further two years with a maturity date of
The Loan Facility, which is secured by certain assets of the Company, is structured as follows:
–
–
Both the A1 and A2 have an ongoing option to extend, by agreement, the maturity date by 364 days at a time.
regarding loan covenants.
NOTES TO THE FINANCIAL STATEMENTS
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15
Creditors Amounts Falling Due After One Year – Asset Linked Note
31 May 2026
£’000
£’000
Opening value of ALN 22,366
Repayment of net cash flows received
Fair value movement through profit or loss
Expense Charge and ALN share of withholding taxes
22,366
Transfer to creditors due within one year
16
Private Placement Loan Notes
six-monthly basis. The loan notes have been structured over different maturities of five, seven and ten years with varying coupon rates, revalued as follows:
USD’000
31 May 2026
£’000
£’000
30,000
The loan covenants applied to these notes are the same covenants held on the bank loan facility, as stated in Note 24 under Liquidity risk.
NOTES TO THE FINANCIAL STATEMENTS
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17
Called-up Share Capital
31 May 2026
Shares £’000 Shares £’000
Allotted, called-up and fully paid:
Ordinar y shares of 6.7p each
Opening position 30,002
Ordinary shares bought back for cancellation in the market
Closing position
30,002
Tot al share s in is sue
30,002
gross distributions will be allocated to a share buyback pool. This was further supported by the announcement on 12 May 2026, where the Company committed at least 80% of the proceeds
of the portfolio sale, equating to c.£180m, to further increase the share buyback pool. The Board will exercise its discretion to use the buyback pool to implement buybacks when the share
price discount exceeds 20%.
Each holder of ordinary shares is entitled, on a show of hands, to one vote and, on a poll, to one vote for each ordinary share held.
NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
18
Reserves
Movement for the year ended 31 May 2026
Share
premium
£’000
Capital
redemption
reserve
£’000
Other capital
reserve
£’000
Capital reserve
on investments
held
£’000
Revenue
reserve
1
£’000
Beginning of year
Net gain on realisation of investments –– ––
Increase in unrealised appreciation ––– –
Revaluation of amounts owed in respect of transactions –– ––
Exchange differences on currency –– ––
Exchange differences on other capital items –– 116 ––
Capital-related legal fees –– ––
Expenses charged to capital –– ––
Interest payable and similar expenses charged to capital – – ––
Share buybacks
2
– ––
Revenue return for the year ––––
End of year
Movement for the year ended 31 May 2025
Beginning of year
Net gain on realisation of investments –– ––
Decrease in unrealised appreciation ––– –
Revaluation of amounts owed in respect of transactions –– ––
Exchange differences on currency –– ––
Exchange differences on other capital items –– ––
Capital-related legal fees –– ––
Share buybacks
2
– ––
Revenue return for the year ––––
End of year
1 Reserves that are distributable by way of dividends. In addition,the Other Capital Reserve can be used for share buyback.
2 The value of ordinary shares bought back includes any associated fees and stamp duty.
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NOTES TO THE FINANCIAL STATEMENTS
In accordance with FRS 102, the Company is exempted from the requirement to prepare
consolidated financial statements on the grounds that its subsidiary PIH LP is held
exclusively with a view to a subsequent resale as it is considered part of an investment
requirement to prepare consolidated accounts, and therefore the subsidiaries noted
above are held as investments recognised at fair value through profit or loss.
21
Reconciliation of Return Before Financing Costs and Taxation
to Net Cash Flow from Operating Activities
31 May 2026
£’000
£’000
Return before finance costs and taxation
Withholding tax deducted and taxation paid
Currency losses/(gains) on cash and borrowings 33
Increase/(decrease) in creditors 28
Increase in other debtors
Expenses and taxation associated with the ALN
Net cash outflow from operating activities
19
Net Asset Value Per Share
31 May 2026
Net assets attributable in £'000 2,223,040
Ordinary shares in issue
NAV per ordinary share
20
Subsidiaries
The Company has three wholly-owned subsidiaries, to provide security for future financial
lending arrangements.
The Company holds an investment in PIH LP, which itself holds a basket of investments,
rather than to carry out business on the Company’s behalf. Investments held within PIH LP
are based on the fair value of the investments held in those entities.
On 31 December 2021, the Company transferred several investments, at a fair value of
2022, the Company transferred one further investment, at a fair value of £3.1m.
wholly owned by the Company.
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NOTES TO THE FINANCIAL STATEMENTS
22
Reconciliation of net Cash Flow to Movement in Net Debt
Reconciliation of net cash flow to movement in net debt
31 May 2026
£’000
£’000
Increase in cash
Net cash inflow from loans
Change in net debt resulting from cash flows 1,341
Foreign exchange movements
Movement in net debt
Net debt at start of year
Net debt at end of year
Analysis in changes in net cash/(debt)
£’000
Cash flows
£’000
Foreign
exchange
movements
£’000
31 May 2026
£’000
Cash and cash equivalents
Debt due after more than
one year
– Bank loan
– Private placement
loan notes –
Net debt
1,341
1 June 2024
£’000
Cash flows
£’000
Foreign
exchange
movements
£’000
£’000
Cash and cash equivalents 21,863 622
Debt due within one year
– Bank loan 2,282 –
Debt due after more
than one year
– Bank loan –
– Private placement
loan notes –
Net debt
23
Contingencies, Guarantees and Financial Commitments
We expect 26% of the financial commitments outstanding to be called within the next
twelve months.
Further detail of the available finance cover is provided in Note 24.
24
Analysis of Financial Assets and Liabilities
The primary investment objective of the Company is to seek to maximise long-term capital
growth for its shareholders by investing in funds specialising in unquoted investments,
acquiring unquoted portfolios and participating directly in private placements. Investments
are not restricted to a single market but are made when the opportunity arises and on an
international basis.
The Company’s financial instruments comprise securities and other investments, cash
balances, and debtors and creditors that arise from its operations, for example sales and
purchases awaiting settlement and debtors for accrued income.
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NOTES TO THE FINANCIAL STATEMENTS
The Facility is split as follows:
–
–
The Company has sought to build a long-term, sustainable, more flexible and diverse capital
structure as part of this process, further strengthening the Company’s balance sheet.
accordion option, subject to the consent of the participating Lenders, with a covenant
package that better supports utilisation under the loan Facility, the announced Tender
Offer and the ongoing share buyback programme.
For details of commitment fees and rates of interest, refer to Note 14. The Loan Facility is
subject to market standard loan-to-value and liquidity covenants.
The principal covenants that apply to the loan facility require:
(ii) the liquidity ratio does not exceed 4.1x undrawn commitment;
(iii) the ratio of expected capital calls for the next 12 months to liquid financial resources
(iv) the total number of eligible investments does not fall below 200.
(sterling equivalent) in undrawn bank facilities. The available financing along with the
4.2 times) (which excludes any outstanding commitments relating to funds outside their
24
Analysis of Financial Assets and Liabilities (continued)
The principal risks the Company faces in its portfolio management activities are:
– Liquidity/marketability risk;
– Interest rate risk;
– Market price risk; and
– Foreign currency risk.
The Manager only holds cash at banks with high credit ratings, therefore the Company has
little exposure to credit risk. The Manager monitors the financial risks affecting the Company
on a daily basis and the Directors regularly receive financial information, which is used to
identify and monitor risk.
In accordance with FRS 102 an analysis of financial assets and liabilities which identifies
the risk to the Company of holding such items is given below.
Liquidity risk
Due to the nature of the Company’s Investment Policy, the largest proportion of the portfolio
is invested in unquoted securities, many of which are less readily marketable than, for
example, “blue-chip” UK equities. The Directors believe that the Company, as a closed-end
fund with no fixed wind-up date, is ideally suited to making long-term investments in
instruments with limited marketability. The investments in unquoted securities are monitored
by the Board on a regular basis.
There are times when opportunities for the Company to acquire secondary unquoted
portfolios of interests or Co-investments may be limited due to the cyclical nature of their
occurrence. As a result, at times of low investment opportunity, some funds may be held
on deposit or invested in gilts and other fixed interest government bonds. It is the nature of
investment in private equity that a commitment (see Note 23 for outstanding commitments
from the unlisted investee entity. These payments are usually on an ad-hoc basis and may
be called at any instance over a number of years. The Company’s ability to meet these
commitments is dependent upon it receiving cash distributions from its private equity
investments and, to the extent these are insufficient, on the availability of financing facilities.
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NOTES TO THE FINANCIAL STATEMENTS
annum on the undrawn portion of the Loan Facility. The rate of interest payable on the drawn
£103.1m).
Interest rate movements may affect:
– The level of interest receivable on cash deposits; and
– The interest payable on loan borrowings.
A 1% increase in market interest rates would be expected to decrease net assets
A 1% decrease would increase net assets by the same amount.
The Private Placement debt notes issued by the Company pay a fixed rate of interest and
therefore movements in interest rates will not affect net assets.
Non-interest rate exposure
The remainder of the Company’s portfolio and current assets are not subject to interest
rate risks.
of the Company’s financial assets was as follows:
31 May 2026
Total
£’000
No maturity
date
£’000
Total
£’000
No maturity
date
£’000
Fair value no interest rate risk
financial assets
Sterling
US Dollar
Euro
Other
16,441 16,441
24
Analysis of Financial Assets and Liabilities (continued)
The below table shows the maturity date profile of the Company’s financial liabilities as at
Total
£’000
No
maturity
date
£’000
Matures
within
1 year
£’000
Matures
within
£’000
Matures
within
£’000
Fair value of
financial liabilities
subject to liquidity
risk
Bank loan 112,146 – – 112,146 –
ALN
1
– 1,226 –
Private placement ––
–1,226
The below table shows the maturity date profile of the Company’s financial liabilities as at
Total
£’000
No
maturity
date
£’000
Matures
within
1 year
£’000
Matures
within
£’000
Matures
within
£’000
Fair value of
financial liabilities
subject to liquidity
risk
Bank loan –– –
ALN
1
22,366 – 1,628 –
Private placement ––
–1,628
Interest rate risk
The Company may use gearing to achieve its investment objectives and manage cash flows
and uses a multi-currency revolving credit facility for this purpose.
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NOTES TO THE FINANCIAL STATEMENTS
Foreign currency risk
Since it is the Company’s policy to invest in a diverse portfolio of investments based in a
number of countries, the Company is exposed to the risk of movement in a number of foreign
exchange rates. A geographical analysis of the portfolio and hence its exposure to currency
Company did not hedge the portfolio against the movement in exchange rates during the
financial period.
The investment approach and the Manager’s consideration of the associated risk are
The Company settles its transactions from its bank accounts at an agreed rate of exchange
at the date on which the bargain was made. As at 31 May 2026, realised exchange gains of
The Company’s exposure to foreign currency excluding private equity investments is shown
below. In relation to this exposure, if the sterling/dollar and sterling/euro exchange rate had
reduced by 10% from that obtained at 31 May 2026, it would have the effect, with all other
exchange rate of 10% it would have the effect of decreasing equity shareholders’ funds
24
Analysis of Financial Assets and Liabilities (continued)
Financial liabilities
variable rate as agreed at the time of drawdown and is payable at the maturity date of each
structured in 3 tranches over different maturities of five, seven and ten years, maturing in
loan facilities, all financial liabilities were due within
one year.
Market price risk
page 103. The nature of the Company’s fixed asset investments, with a high proportion
of the portfolio invested in unquoted securities, means that the investments are valued
by Pantheon after due consideration of the most recent available information from the
underlying investments.
PIN’s portfolio is well diversified by the sectors in which the underlying companies operate.
This sectoral diversification helps to minimise the effects of cyclical trends within particular
industry segments.
If the investment portfolio fell by 20% from the 31 May 2026 valuation, with all other
return before taxation by an equal and opposite amount.
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NOTES TO THE FINANCIAL STATEMENTS
24
Analysis of Financial Assets and Liabilities (continued)
An analysis of the Company’s exposure to foreign currency (excluding Investments) is given
below:
31 May 2026
Assets
£’000
31 May 2026
Liabilities
£’000
Assets
£’000
Liabilities
£’000
US dollar 30,801 20,382
Canadian dollar – 12 –
Euro – 1,482 –
Australian dollar 2,008 – 41 –
Swiss franc – – 41 –
Fair value of financial assets and financial liabilities
Investments of the Company are held at fair value. All other financial assets are held at cost,
which is an approximation of fair value. Other than the ALN, the financial liabilities are held
at amortised cost, which is not materially different from fair value.
Managing capital
managed so as to maximise the return to shareholders while maintaining a capital base
that allows the Company to operate effectively in the marketplace and sustain future
development of the business.
Company’s liquidity. Details of actual and available borrowings at the period end can be
found earlier in this Note and in Note 14.
The Company’s assets and borrowing levels are reviewed regularly by the Board of
Directors with reference to the loan covenants.
The Company’s capital requirement is reviewed regularly by the Board of Directors.
25
Transactions with the Manager and Related Parties
The amounts paid to the Manager, together with the details of the Investment Management
Agreement, are disclosed in Note 3.
The Fees paid to the Company’s Board are disclosed in the Directors’ Remuneration Report
on pages 84 to 88. The Company’s National Insurance contribution in relation to Directors’
remuneration is disclosed in Note 4.
The Company also has three wholly-owned subsidiaries. Please see Note 20 for further
details. Please see page 122 for details.
There are no other identifiable related parties at the year end.
26
Post-Balance Sheet Events
With effect from 1 June 2026, the Company has a reduced management fee arrangement
in effect. The monthly management fee will be calculated at a flat annual rate of 1% of
the Company’s net asset value (“NAV”) and there will be no fee payable on undrawn
commitments. The performance fee element of the existing management fee arrangement
remains unchanged.
After the balance sheet date, the Company and its wholly owned subsidiary Pantheon
International Holdings, LP completed the portfolio sale of 42 private equity fund interests
generating net proceeds of £224m. The proceeds from this transaction have now
been received.
Pantheon International Plc Annual Report and Accounts 2026
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OTHER
INFORMATION
Investment Policy 129
AIFMD Disclosures 130
Alternative Performance Measures 132
Glossary of Terms 136
Directors and Advisers 138
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INVESTMENT POLICY
Our Investment Policy is to maximise
capital growth with acarefully
managed risk profile.
The Company’s policy is to make unquoted investments.
It does so by subscribing to investments in new private
equity funds (“primary investment”), buying secondary
interests in existing private equity funds (“secondary
investment”), acquiring direct holdings in unquoted
companies (“Co-investment”) and alongside private
equity managers, where the manager has already
owned the company for a period of time (“Manager-led
Secondary”), usually either where a vendor is seeking
to sell a combined portfolio of fund interests and direct
holdings or where there is a private equity manager,
well known to the Company’s Manager, investing on
substantially the same terms.
The Company may, from time to time, hold quoted
investments as a consequence of such investments
being distributed to the Company from its fund
investments as the result of an investment in an
unquoted company becoming quoted. In addition,
the Company may invest in private equity funds that
are quoted. The Company will not otherwise normally
invest in quoted securities, although it reserves the
right to do so should this be deemed to be in the
interests of the Company.
The Company may invest in any type of financial
instrument, including equity and non-equity shares,
debt securities, subscription and conversion rights and
options in relation to such shares and securities, and
interests in partnerships and limited partnerships
and other forms of collective investment schemes.
Investments in funds and companies may be made
either directly or indirectly, through one or more holding,
special purpose or investment vehicles in which one or
more co-investors may also have an interest.
The Company employs a policy of over-commitment.
This means that the Company may commit more than
its available uninvested assets to investments in private
equity funds on the basis that such commitments can be
met from anticipated future cash flows to the Company
and through the use of borrowings and capital raisings
where necessary.
The Company’s policy is to adopt a global investment
approach. The Company’s strategy is to mitigate
investment risk through diversification of its underlying
portfolio by geography, sector and investment stage.
Since the Company’s assets are invested globally on the
basis, primarily, of the merits of individual investment
opportunities, the Company does not adopt maximum
or minimum exposures to specific geographic regions,
industry sectors or the investment stage of underlying
investments.
In addition, the Company adopts the following limitations
for the purpose of diversifying investment risk:
–
by value of the Company’s investments at the time of
investment (in accordance with the requirement for
approval as an investment trust that applied to the
Company in relation to its accounting periods ended
– The aggregate of all the amounts invested by the
Company (including commitments to or in respect of)
in funds managed by a single management group may
not, in consequence of any such investment being
made, form more than 20% of the aggregate of the
most recently determined gross asset value of the
Company and the Company’s aggregate outstanding
commitments in respect of investments at the time
such investment is made.
–
assets in other UK-listed closed-end investment
funds (including UK-listed investment trusts).
The Company may invest in funds and other vehicles
established and managed or advised by Pantheon or any
Pantheon affiliate. In determining the diversification of
its portfolio and applying the Manager’s diversification
requirement referred to above, the Company looks
through vehicles established and managed or advised
by Pantheon or any Pantheon affiliate.
The Company may enter into derivatives transactions
for the purposes of efficient portfolio management and
hedging (for example, hedging interest rate, currency
or market exposures).
Surplus cash of the Company may be invested in
fixed interest securities, bank deposits or other
similar securities.
The Company may borrow to make investments and
typically uses its borrowing facilities to manage its
cash flows flexibly, enabling the Company to make
investments as and when suitable opportunities arise,
and to meet calls in relation to existing investments
without having to retain significant cash balances
for such purposes. Under the Company’s Articles
of Association, the Company’s borrowings may not at
any time exceed 100% of the Company’s NAV. Typically,
the Company does not expect its gearing to exceed 30%
of gross assets. However, gearing may exceed this in
the event that, for example, the Company’s future cash
flows alter.
The Company may invest in private equity funds,
unquoted companies or special purpose or investment
holding vehicles that are geared by loan facilities that
rank ahead of the Company’s investment. The Company
does not adopt restrictions on the extent to which it
is exposed to gearing in funds or companies in which
it invests.
AIFMD DISCLOSURES
appointed as its alternative investment fund manager (“AIFM”) for the purposes of the AIFMD with effect from 21 July 2014. The Manager is a “full scope” AIFM for the purposes of the AIFMD.
The AIFMD requires certain disclosures to be made in the Annual Report of the Company. Many of these disclosures were already required by the Listing Rules and/or UK Accounting
Assets subject to special arrangements
The Company holds no assets subject to special arrangements arising from their illiquid nature.
Remuneration disclosure
management or other members of staff whose actions have a material impact on the risk profile of the Company (“identified staff”).
The total remuneration paid by the Manager and its affiliates to staff of the Manager in respect of the financial year ended 31 May 2026 attributable to work relating to the Company was
as follows:
12 months to 31 May 2026
Fixed
£’000
Variable
£’000
Total
£’000
Fixed
£’000
Variable
£’000
Total
£’000
Senior management 343 466
Staff
1,410 888 1,366 846 2,212
Total staff
Identified staff 288
No carried interest was paid in respect of the Company during the year.
The above disclosures reflect only that element of the individuals’ remuneration that is attributable to the activities of the Manager relating to the Company. It is not possible to attribute
remuneration paid to individual staff directly to income received from any fund and hence the above figures represent a notional approximation only, calculated by reference to the assets
In determining the remuneration paid to its staff, the Manager takes into account a number of factors, including the performance of the Company, the Manager and each individual member
of staff. These factors are considered over a multi-year framework and include whether staff have met the Manager’s compliance standards. In addition, the Manager seeks to ensure that its
remuneration policies and practices align financial incentives for staff with the risks undertaken and results achieved by investors, for example by ensuring that a proportion of the variable
income received by identified staff is deferred for a period of at least three years.
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AIFMD DISCLOSURES
Leverage
The AIFMD requires the Manager of the Company to set leverage limits for the Company.
For the purposes of the AIFMD, leverage is any method by which the Company’s exposure
is increased, whether through the borrowing of cash or by the use of derivatives or by
any other means. The AIFMD requires leverage to be expressed as a ratio between the
Company’s exposure and its net asset value, and prescribes two methodologies, the gross
method and the commitment method (as set out in Commission Delegated Regulation No.
The following leverage limits have been set for the Company:
(i) Borrowings shall not exceed 100% of the Company’s net asset value or such lower
amount as is agreed from time to time with the Company’s lenders.
(ii) Leverage calculated as the ratio between the exposure of the Company calculated in
accordance with the gross method referred to above and its net asset value shall not
exceed 200%.
(iii) Leverage calculated as the ratio between the exposure of the Company calculated in
accordance with the commitment method referred to above and its net asset value
shall not exceed 200%.
Using the methodologies prescribed under the AIFMD, the Company’s leverage ratio as at
31 May 2026 is shown below:
method
Commitment
method
Leverage ratio 111.2%
There have been no changes to the maximum level of leverage that the Manager may employ
on behalf of the Company during the financial year to 31 May 2026. There are no collateral or
asset reuse arrangements in place as at the year end.
Risk profile and risk management
The principal risks to which the Company is exposed and the approach to managing those
some of those principal risks in relation to the Company’s investment activities are set out in
counterparty exposure limit for deposits with each of the Company’s bank counterparties
management system incorporates regular review of the principal risks facing the Company
and the investment restrictions applicable to the Company. The Manager has established
appropriate internal control processes to mitigate the risks, including those described in
the “Risk Mitigation” column in the “Risk Management and Principal Risks” section of the
the financial year to 31 May 2026.
Article 23(1) disclosures to investors
The AIFMD requires certain information to be made available to investors in the Company
before they invest and requires that material changes to this information be disclosed in
the Annual Report of the Company. The information required to be disclosed is contained
in the document “Information for Investors”, which is available on the Company’s website
at www.pantheon-international.com.
There have been no material changes to this information requiring disclosure.
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ALTERNATIVE PERFORMANCE MEASURES
We assess our performance using a variety of measures that are not specifically defined
under FRS 102 and are therefore termed Alternative Performance Measures (“APMs”).
The APMs that we use may not be directly comparable with those used by other companies.
The APMs used by the Company are defined below.
Net available cash
Cash and net current assets/(liabilities).
Available financing
Sum of available cash and undrawn loan facility.
Page
31 May
2026
£m
31 May
£m
Available cash 11 21 (a)
Undrawn loan facility 11 286 (b)
Available fi nancing
311
310 (a + b)
Capital call
Call to Limited Partners (“LPs”) to pay in a portion of the LPs’ committed capital when the
Page
31 May
2026
£m
31 May
£m
Acquisitions at cost 102 104 133 (a)
Recallable distributions (b)
Amount drawn for new commitments (c)
ALN share of calls – – (d)
PIH LP Investment
1
(e)
Investments made through PIH LP (f)
Capital calls
160 (a + b + c +
d + e + f)
1 Investments made through PIH LP are included in the APM. However, the direct investment that PIN made in
PIH LP is excluded. This is done to reconcile PIN’s financial statements to the total amount paid in capital calls
include capital calls paid by PIH LP as the Company is exempt from preparing consolidated accounts under FRS 102.
Capital call rate
Capital calls in the period divided by opening undrawn commitments.
31 May
2026
£m
31 May
£m
Capital calls 160 (a)
Opening undrawn commitments (b)
Capital call rate
26%
20% (a/b) x 100
Cost multiple
The cost multiple data is based on a subset that represented approximately 84% by value
covers primary investments and direct investments, and is based upon gross cost multiples
available at the time of the distribution.
Distribution
Cash or stock returned to the LPs after the fund has exited from an investment by selling it,
or from distributions received before a sale. Excludes such proceeds received relative to the
portion of the portfolio attributable to the ALN.
Page
31 May
2026
£m
31 May
£m
Distributions and disposal
of investments
102 248 206 (a)
Investment income received 23 20 (b)
Recallable distributions (c)
Withholding tax deducted (d)
ALN share of distributions
(e)
Distributions and disposal of
investments received through PIH LP
2
81 (f)
Distributions from PIN's portfolio
(a + b + c +
d + e + f )
2 Distributions and disposals received through PIH LP are included in the APM in order to reconcile PIN’s financial
statements to the total amount received for distributions as noted on page 38, which includes all distributions and
disposals received on a look-through basis. The financial statements do not include capital calls paid by PIH LP as
the Company is exempt from preparing consolidated accounts under FRS 102.
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ALTERNATIVE PERFORMANCE MEASURES
Distribution rate
Distributions for the period divided by opening portfolio value.
Page
31 May
2026
£m
31 May
£m
Distributions from PIN’s portfolio (a)
Opening investments at fair value 112 (b)
ALN share of opening investments (c)
Opening portfolio value
2,418 2,468 (d) = (b + c)
Distribution rate from PIN’s portfolio
16% 12% (a/d) x 100
Financing cover
Ratio of available cash, private equity assets and undrawn loan facility to outstanding
commitments. Future calls from outstanding commitments are expected to be funded from
future distributions realised from the existing private equity assets portfolio, in addition to
distributions realised from future investments.
Page
31 May
2026
£m
31 May
£m
Available financing 132 311 310 (a)
Investments at fair value 112 (b)
Total (c) = (a + b)
Outstanding undrawn commitments
1
(d)
Financing cover 4.2x (c/d)
1 The basis of calculation excludes any outstanding commitments relating to funds outside their investment period
Liquidity and undrawn coverage ratio
Ratio of available financing and 10% of private equity assets to undrawn commitments.
Under the terms of its loan facility, in order to make additional undrawn commitments,
PIN is required to maintain an undrawn coverage ratio of at least 33%.
31 May
2026
£m
31 May
£m
Available financing 311 310 (a)
244 (b)
Total
(c) = (a + b)
Outstanding undrawn commitments (d)
Liquidity ratio
88% 80% (c/d) x 100
Outstanding undrawn commitments
2
(e)
Undrawn coverage ratio
(c/e) x 100
2 The basis of calculation excludes any outstanding commitments relating to funds outside their investment period
Net debt to NAV (Gearing)
Net debt calculated as borrowings (excluding the outstanding balance of the ALN less
net available cash). The ALN is not considered in the calculation of gross borrowings or the
loan-to-value ratio, as defined in PIN’s credit facility and loan note agreements.
Page
31 May
2026
£m
31 May
£m
Net available cash 11 21 (a)
Drawn credit facility 11 112 103 (b)
Private placement loan notes 11 111 111 (c)
Net debt
(d) = - (a) +
(b) + (c)
Net asset value 2,223 (e)
Net debt as a % of NAV
(d/e)
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ALTERNATIVE PERFORMANCE MEASURES
Net portfolio cash flow
Income and capital distributions received from funds following exit realisations less capital
calls made to finance investments or expenses.
31 May
2026
£m
31 May
£m
Distributions from PIN’s portfolio (a)
Capital calls 160 (b)
Net portfolio cash fl ow
131 (a - b)
Ongoing charges
a) AIC ongoing charges
Annualised operating costs, excluding performance fees, financing costs and taxes, as a
percentage of the average month-end NAV over the year.
Page
31 May
2026
£m
31 May
£m
Investment management fees 26.8
Look-through charges 2.1 1.3
Other expenses
1
2.6
Tot al exp ens es
30.8
(a)
Average month-end NAV (b)
AIC ongoing charges
(a/b) x 100
b) Total ongoing charges
Annualised operating costs, including financing costs and any performance fees charged by
Pantheon but excluding taxes, expressed as a percentage of the average month-end NAV
over the year.
Page
31 May
2026
£m
31 May
£m
Investment management fees 26.8
Performance fee – –
Look-through charges 2.1 1.3
Other expenses
1
2.6
Interest payable and similar expenses
Total expenses and fi nancing costs
(a)
Average month-end NAV (b)
Total ongoing charges
2.24%
2.22% (a/b) x 100
1 Expenses which are incidental to the acquisition or disposal of an investment as these are treated as capital costs
and are not considered as day-to-day running costs. Therefore, these capital costs are not included in the ongoing
charges calculations.
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ALTERNATIVE PERFORMANCE MEASURES
Portfolio investment return
Total movement in the valuation of the underlying funds and companies comprising the
portfolio, expressed as a percentage of opening portfolio value. Foreign exchange effects
and other expenses are excluded from the calculation. The figure excludes returns
attributable to the ALN. A reconciliation of the return after taxation to the portfolio valuation
movement is shown below.
Page
31 May
2026
£m
31 May
£m
Return after taxation
(per Income Statement)
46 (a)
Adjusted for non-portfolio income
and expenses
– Investment management fees 26 (b)
– Other expenses 43(c)
– Interest payable and similar
expenses
20 (d)
– Other income – – (e)
– Portfolio and other FX
1
(f)
Portfolio valuation movement
(g) = (a + b +
c + d + e + f)
Opening investments at fair value 112 (h)
ALN share of opening investments (i)
Opening portfolio value (excluding the ALN)
2,418 2,468 (j) = (h + i)
Portfolio investment return
3.1% 6.2% (g/j) x 100
1 Includes FX on the portfolio excluding the ALN.
return is expressed over the opening Net Asset Value, whereas the Portfolio Investment
Company level and other working capital balances. This difference is driving the higher
valuation return.
Revenue and EBITDA growth
Direct investments
2
investment subset included in the portfolio insights bridge on page 21. The subset covers
88% of revenue and EBITDA growth respectively of PIN’s direct portfolio and may not be
NAV as at 31 May 2026.
Uplift
Realisation events are classified as exit realisations when proceeds equate to at least 80%
of total investment value and once confirmation of exit realisation is received from the
underlying private equity manager. Uplift on full exit compares the value received upon
realisation against the investment’s carrying value 12 months prior to exit or, if known, the
latest valuation unaffected by pricing effects arising from markets participants becoming
aware of the imminent sale of an asset. The analysis on page 40 includes a subset of exit
realisations that occurred during the period and disregards the impact of any proceeds
received outside the 12-month period covered in the uplift analysis. The data in the subset
Write-offs
during the period and where a confirmation of a permanent value impairment is received
from the underlying private equity manager, are expressed as a percentage of the opening
investment at fair value. Write-offs are excluded from the uplift analysis.
31 May
2026
£m
31 May
£m
Opening value of write-offs in year 4.3 (a)
Opening investments at fair value (b)
Write-o s
0.2%
0.4% (a/b) x 100
2 Direct investments include Co-investments and Manager-led Secondary investments, held through fund vehicles
that are managed by third-party private equity managers.
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GLOSSARY OF TERMS
AIFMD
Alternative Investment Fund Managers Directive.
Asset Linked Note (“ALN”)
repayment and the performance of which are linked to
a reference portfolio consisting of older vintage funds.
cash flows arising from the reference portfolio prior to the
Association of Investment Companies (“AIC”)
The AIC is a UK trade body representing investment trusts
and closed-ended funds.
Buyout funds
Funds that acquire controlling interests in companies with
a view towards later selling those companies or taking
them public.
Carried interest
Partner as a profit share.
Co-investment
Direct interest in a portfolio company, held through a fund
vehicle managed by a third-party private equity manager,
by invitation alongside a private equity fund.
Commitment
The amount of capital that each Limited Partner agrees
to contribute to the fund when and as called by the
Debt multiple
Ratio of net debt to EBITDA.
Deleverage
A reduction in a company’s total debt.
Direct investments (“Directs”)
Co-investments and Manager-led Secondary investments,
held through fund vehicles that are managed by third-party
private equity managers.
Distribution Pool
The Distribution Pool is a capital allocation framework which
represents the Board’s intended allocation of a portion of
portfolio distributions received, towards share buybacks or
other capital returns to shareholders, subject to ongoing
liquidity requirements, investment opportunities and market
conditions. The pool is not intended to function as a separate
cash reserve.
Dry powder
Capital raised and available to invest but not yet deployed.
Earnings before interest, taxes, depreciation
andamortisation(“EBITDA”)
A measure of earnings before interest and taxes that
excludes non-cash expenses. Valuation methods are
commonly based on a comparison of private and public
companies’ value as a multiple of EBITDA.
Enterprise value
The sum of a company’s market capitalisation and net debt
(net debt equals debt less cash and cash equivalents).
Exit
Realisation of an investment, usually through trade sale, sale
Expense charge
A pro rata share of the Company’s total ongoing charges
allocated to the ALN, reducing each quarterly payment.
This is deducted from other expenses through the revenue
account of the Income Statement.
Fund management fee
LP commitments to the fund during the investment period
and attenuating thereafter, intended to cover the costs of
running and administering a fund.
Fund Secondaries
Purchase of existing private equity fund or company
interests and commitments from an investor seeking liquidity
in such funds or companies.
Fund-of-funds
Private equity fund that invests in a portfolio of several
private equity funds to achieve, compared with a direct
investment fund, a broader diversification of risk, including
individual private equity manager risk.
General Partner (“GP”)
The entity managing a private equity fund that has been
established as a limited partnership, also commonly referred
to as the private equity fund manager.
Global financial crisis (“GFC”)
The global financial crisis refers to the period of extreme
stress in global financial markets and banking systems
High-water mark
An investment’s high-water mark is the highest value a fund
or portfolio reaches, used to determine when fund managers
are paid performance fees.
Initial public offering (“IPO”)
The first offering by a company of its own shares to the
public on a regulated stock exchange.
Internal rate of return (“IRR”)
The IRR, a common measure of private equity performance,
is calculated as an annualised compounded rate of
investment return based on the timing and quantity of
cash flows.
Investment period
to make new investments.
J-curve
Refers to the tendency of private equity funds to experience
capital outflows and negative returns in early years, and
cash flow distributions and investment gains in later years,
as portfolio companies mature and are exited.
Limited Partner (“LP”)
An institution or individual that commits capital to a private
equity fund established as a limited partnership. Limited
Partners are generally protected from legal actions and any
losses beyond their original commitment to the fund.
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GLOSSARY OF TERMS
Liquidation
The sale of all remaining assets of a fund prior to its final
cessation of operations.
Manager-led Secondaries
Purchase of an interest in a portfolio company, held through
a fund vehicle managed by a third-party private equity
manager, alongside a private equity manager, where the
manager is seeking to extend the investment holding
period in order to participate in the company’s next phase
of growth.
Market capitalisation
Share price multiplied by the number of shares outstanding.
MSCI World Public Market Equivalent (“PME”)
A performance benchmarking tool that compares private
equity returns to the MSCI World index, a global benchmark
for developed market equities. The PME method replicates
the timing and size of private equity cash flows (capital calls
and distributions) as if they were invested in the MSCI World
index. This allows investors to assess whether a private
equity investment has outperformed or underperformed
public markets on a like-for-like basis, accounting for the
impact of cash flow timing. It is a widely used metric for
evaluating the relative value and effectiveness of private
equity strategies.
Multiple of invested capital (“MOIC” or cost multiple)
A common measure of private equity performance, MOIC is
calculated by dividing the fund’s cumulative distributions
and residual value by the paid-in capital.
Net asset value (“NAV”)
Amount by which the value of assets of a fund exceeds
liabilities, reflecting the value of an
in
vestor’s attributable
holding.
Net available cash
Cash and net current assets (liabilities) less next ALN
repayment.
Net debt to NAV/Gearing
Net debt calculated as borrowings (excluding the
The ALN is not considered in the calculation of gross
borrowings or the loan-to-value ratio, as defined in PIN’s
credit facility and loan note agreements.
Paid-in capital
Cumulative amount of capital that has been called.
Portfolio company
A company that is an investment within a private equity fund.
Portfolio investment return
Total movement in the valuation of the underlying funds
and companies comprising the portfolio, expressed as a
percentage of opening portfolio value. Foreign exchange
effects and other expenses are excluded from the
calculation. The figure excludes returns attributable
to the ALN.
Primaries
Commitments made to private equity funds at the time
such funds are formed.
Private equity
Privately negotiated investments typically made in
non-public companies.
Reference portfolio
As defined under the terms of the ALN, a subset of PIN’s
private equity portfolio assets, substantially comprising
Secondaries
Refer to Manager-led Secondaries or Fund Secondaries.
Share buyback
A share buyback is where a company purchases its own
shares from the market. This can be done for several
reasons, such as returning surplus cash to shareholders,
taking advantage of wide discounts in share prices to net
asset values or providing liquidity to existing shareholders.
Share cancellation
Share cancellations refer to the process of reducing the
number of shares outstanding. Listed companies may cancel
shares following a share buyback or to effect share capital
reduction and share forfeitures.
Share price premium (discount)
Occurs when a company’s share price is higher (lower) than
the NAV per share.
Special situations
Special situations investments can include distressed debt,
mezzanine finance, energy/utilities and turnarounds.
Total shareholder return (“TSR”)
Returns to a shareholder over a period, calculated as the
change in the Company’s share price plus dividends
paid (assuming dividends are reinvested in the shares),
expressed as a percentage of the opening share price.
Undrawn or outstanding commitments
Capital that is committed but is still to be drawn down by
Uplift on exit
Uplift on full exit compares the value received upon
realisation against the investment’s carrying value 12 months
prior to exit or, if known, the latest valuation unaffected by
pricing effects arising from markets participants becoming
aware of the imminent sale of an asset.
Valuation multiples
Multiple of earnings (typically EBITDA or net income) or
revenue applied in valuing a business enterprise.
Venture capital
Investment in early- and development-stage companies,
often used to finance technological product and market
development.
Vintage
The year in which a private equity fund makes its first
investment.
Weighted average fund age
Average fund age for the portfolio is weighted by the fund’s
respective closing net asset values. Fund age refers to the
number of years since a private equity fund’s first
investment.
Write-off
Investments whose holding multiples have fallen to
confirmation of a permanent value impairment is received
from the underlying private equity manager.
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Pantheon International Plc Annual Report and Accounts 2026
DIRECTORS AND ADVISERS
Directors
Zoe Clements
Tim Farazmand
Candida Morley
Dame Susan Owen DCB
Mary Ann Sieghart
Rahul Welde
Manager
Pantheon Ventures (UK) LLP
Authorised and regulated by the FCA
10 Finsbury Square
4th Floor
London
EC2A 1AF
Email: pin.ir@pantheon.com
PIN website: www.pantheon-international.com
LinkedIn: www.linkedin.com/company/pantheon-international-plc
Pantheon website: www.pantheon.com
Secretary and Registered Office
Waystone Administration Solutions (UK) Limited
Broadwalk House
Southernhay West
Exeter
EX1 1TS
Auditor
Ernst & Young LLP
London
Broker
Investec Bank plc
London
J.P. Morgan Cazenove
London
Custodian and Depositary
BNP Paribas, London Branch
10 Harewood Avenue
London
NW1 6AA
Registrar
MUFG Corporate Markets
Central Square
Leeds
LS1 4DL
Solicitors
Morgan, Lewis & Bockius UK LLP
Condor House
London
EC4M 8AL
Communications Adviser
Burson Buchanan
Rose Court
2 Southwark Bridge Road
London
See more information
on the PIN website
here:
Follow us on our
Linkedin page here:
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Pantheon International Plc Annual Report and Accounts 2026
Electronic communications from the Company
Shareholders now have the opportunity to be notified by email when the Company’s Annual
Reports, Notices of Meetings and other formal communications are available on the
Company’s website, instead of receiving printed copies by post. This has environmental
benefits due to the reduction ofpaper, printing, energy and water usage, as well as reducing
costs to the Company. Ifyou have not already elected to receive electronic communications
from the Company and wish to do so, visit www.signalshares.com. To register, you will need
your investor code, which can be found on your share certificate.
Alternatively, you can contact MUFG Corporate Markets’ Customer Support Centre, which
is available to answer any queries you have in relation to your shareholding:
By phone: call +44 (0)371 664 0300. Calls from outside the UK will be charged atthe
applicable international rate. MUFG is open between 09:00 and 17:30, onMonday to Friday
(excluding public holidays in England and Wales).
By email: shareholderenquiries@cm.mpms.mufg.com
By post: MUFG Corporate Markets (UK) Limited, Central Square, 29Wellington Street,
Leeds, LS1 4DL, UK
Designed and produced by Friend
www.friendstudio.com
Pantheon
International Plc
10 Finsbury Square
4th Floor
London
EC2A 1AF
United Kingdom
Telephone
E-mail
pin.ir@pantheon.com
Website
www.pantheon-international.com
Registered in England
A member of the Association
of Investment Companies