60 Bridgepoint Group – 2025 Annual Report & Accounts Strategic Report ## Financial review continued | Summarised consolidated cash flow statement (excluding cash flows relating to consolidated CLOs and structured fund vehicles attributable to third-party investors, non-statutory) £ million | Year ended 31 December 2025 | Year ended 31 December 2024 | Change (%) | | --- | --- | --- | --- | | Net cash flows from operating activities | **171.6** | 17.6 | 875.0 % | | Net cash flows from investing activities | **64.0** | (365.4) | (117.5)% | | Net cash flows from financing activities | **(134.6)** | 209.2 | (164.3)% | | **Net increase/(decrease) in cash and cash equivalents (excluding cash flows relating to consolidated CLOs and structured fund vehicles attributable to third-party investors)** | **101.0** | (138.6) | (172.9)% | | Cash and cash equivalents at beginning of the year (excluding cash flows relating to consolidated CLOs and structured fund vehicles attributable to third-party investors) | **90.8** | 238.8 | (62.0)% | | Effect of exchange rate changes on cash and cash equivalents (excluding cash flows relating to consolidated CLOs and structured fund vehicles attributable to third-party investors) | **1.7** | (9.4) | (118.1)% | | **Net cash at the end of the year (excluding cash flows relating to consolidated CLOs and structured fund vehicles attributable to third-party investors)** | **193.5** | 90.8 | 113.1 % | 1. A full non-statutory consolidated cash flow statement excluding cash flows relating to consolidated CLOs and structured fund vehicles attributable to third-party investors (unaudited) is included on page 209. --- 61 Bridgepoint Group – 2025 Annual Report & Accounts Strategic Report # Our historical performance | | 2021 | 2022 | 2023 | 2024* | 2025 | | --- | --- | --- | --- | --- | --- | | Total AUM (€bn) | 32.9 | 38.0 | 40.5 | 73.0 | **80.3** | | Fee Paying AUM (€bn) | 19.3 | 23.4 | 26.0 | 38.7 | **38.8** | | Management fee margin on Fee Paying AUM (%) | 1.18% | 1.16% | 1.12% | 1.17% | **1.18%** | | Underlying management and other income (£m) | 199.4 | 242.5 | 266.3 | 404.0 | **427.7** | | PRE (£m) | 71.2 | 64.9 | 55.3 | 138.5 | **151.6** | | Underlying total operating income (£m) | 270.6 | 307.4 | 321.6 | 542.5 | **579.3** | | Total expenses (excluding exceptional expenses and adjusted items) (£m) | 157.8 | 168.2 | 171.3 | 248.7 | **271.3** | | EBITDA (£m) | 84.2 | 136.0 | 97.1 | 224.7 | **242.7** | | Underlying EBITDA (£m) | 112.8 | 139.2 | 148.8 | 292.0 | **304.8** | | Underlying EBITDA margin (%) | 41.7% | 45.3% | 46.3% | 53.8% | **52.6%** | | FRE (£m) | 47.4 | 74.3 | 95.0 | 155.3 | **156.4** | | FRE margin (%) | 23.8% | 30.6% | 35.7% | 38.4% | **36.6%** | | Underlying profit before tax (excluding FX) | 89.4 | 118.9 | 136.2 | 249.8 | **251.5** | | Underlying profit before tax (£m) | 90.5 | 120.0 | 133.8 | 237.5 | **248.3** | | Profit before tax (£m) | 62.6 | 127.4 | 86.0 | 150.0 | **85.7** | | Reported basic EPS (pence) | 7.0 | 14.6 | 8.7 | 15.1 | **5.0** | | Diluted EPS (pence) | 7.0 | 14.6 | 8.7 | 12.2 | **4.9** | | Underlying basic EPS (pence) | 10.4 | 13.8 | 14.9 | 25.7 | **26.5** | | Underlying diluted EPS (pence) | 10.4 | 13.8 | 14.9 | 20.6 | **25.7** | | Permanent headcount (at year end) | 344 | 377 | 391 | 513 | **542** | \* The pro forma results in 2024 assume that the acquisition of ECP completed on 1 January 2024. An explanation of the alternative performance measures used by the Group, including Underlying profit before tax, Underlying EBITDA and reported and underlying basic and diluted earnings per share, is set out on pages 206 to 214 along with a reconciliation to the nearest statutory measures. --- 62 Bridgepoint Group – 2025 Annual Report & Accounts Strategic Report # Viability and going concern statements The Group’s future viability and prospects are underpinned by the following: - a large proportion of forecast revenue (c.70% over 2026 to 2028) is made up of income from long-term fund management contracts; - a largely predictable cost base, of which over three quarters is personnel related; - good visibility of income, expenditure and future profitability during and beyond the period covered by this assessment; - a strong balance sheet, with cash of £193.5 million at 31 December 2025 and a recently upsized undrawn revolving credit facility of £400.0 million; and - available levers to operate during stress events, including reduced variable compensation costs and reduced dividend payments. ## Viability statement In accordance with the Corporate Governance Code, the Directors are required to undertake an assessment of the prospects and viability of the Group. ## Assessment of prospects The Group’s long-term prospects are primarily assessed through the production of the Group strategic plan (the “Medium-Term Plan”). The Medium-Term Plan is updated regularly to take into account updated fundraising expectations, fund activity and expected returns, and changes within the cost base. The Medium-Term Plan is presented to the Board at least annually, where it is formally approved following a robust review and challenge process. Although the Medium-Term Plan covers a substantially longer period, the three-year period to December 2027 has been selected for the viability statement on the basis that it is the period over which forecasting assumptions are most reliable due to the high visibility of earnings from fees and investment returns. The Medium-Term Plan reflects the Group’s strategy, which is summarised on pages 16 to 18, including plans to scale existing strategies, develop new products and build new investment strategies. Key assumptions within the Medium-Term Plan include: - the raising of new funds, which impacts the amount of management fees; - the timing and level of returns from funds, which impacts co-investment, carried interest cash flows and profit recognition; and - changes in the cost base, primarily in relation to people. Progress against the current year’s budget, which underpins the Medium-Term Plan, is monitored through the year. ## Assessment of viability The assessment of the Group’s viability requires the Directors to consider the principal risks that could impact the Group, which are outlined on pages 67 to 71. Whilst all the risks identified could have an impact on the Group’s performance, the specific risks that are likely to have the most impact on the business model, future performance, solvency and liquidity of the Group in the three-year period covered are considered to be: - fund underperformance and capital deployment – prolonged and/or significant under-performance of multiple funds may adversely affect the Group’s medium-term business, brand and reputation, income received by the Group, its growth and its ability to raise capital for future funds; and - fundraising – the inability to raise additional or successor funds (or only raise successor funds of a materially lower size than predecessor funds), or a change in the terms on which investors are willing to invest, could have a material adverse impact on the Group’s business, revenue, net income, cash flows or the ability to retain employees. The Directors review the key risks regularly and consider the options available to the Group to mitigate these risks to ensure the ongoing viability of the Group is sustained. --- 63 Bridgepoint Group – 2025 Annual Report & Accounts Strategic Report The Group's viability requires consideration from the perspective of capital for solvency, adequacy of regulatory capital and liquidity. Stress testing has been performed on the Medium-Term Plan, which considers the impact of the Group's key risks crystallising over the three-year assessment period. The stress scenarios applied to the three-year period are: | Scenarios | Links to principal risks | | --- | --- | | Scenario 1:Weaker fund performance | – Fund performance and capital deployment | | Assumptions:50% reduction in co-investment cash returns and no carried interest (beyond that already recognised) | | | Scenario 2:Lower fundraising | – Fundraising | | Assumptions:30% reduction in fund sizes for funds not yet closed | | | Scenario 3:A combination of scenarios 1 and 2 above (this is seen as a worst-case scenario and highly unlikely) | – As above | Having reviewed the results of the stress tests, the Directors have observed that the good visibility of future management fees due to long-term fund management contracts, supported by a well-capitalised balance sheet, mean that stress scenarios have to be significant in order for them to have an impact on viability. In the stress scenarios, the Directors have concluded that the Group would have sufficient capital and liquid resources in each scenario, taking appropriate controllable management actions where applicable, so that the Group's ongoing viability would be sustained. Controllable management actions to relieve stresses on the Group's ability to operate during these scenarios include: – changing the timing of, and/or reducing the size of, the Group's dividends; – reducing variable compensation costs (which represent one third of payroll costs); and - utilisation and/or extension of debt facilities. It is possible that a stress event could be more severe than those modelled and have a greater impact than has been determined plausible. Other actions are available that may reduce the impact of more severe scenarios, but these have not been considered in this viability statement. The Group undertakes reverse stress tests to identify circumstances under which the business model becomes unviable. The most plausible severe scenario to cause the business model to be unviable is a macro-economic shock which results in the write-down of the value of investments held by the funds. This would impact the level of investment returns/result in losses for the Group but is unlikely to have an immediate impact on viability. If the impact is not temporary (unlike Covid-19, for example) but is permanent, this could impact the ability to exit fund investments and raise new funds, and therefore impact the Group beyond the period covered in this viability assessment. The reverse stress test determines the level of reduction to forecast distributions from funds that would trigger a business model failure point, in the absence of any management actions. Such a scenario, and the sequence of events which could lead to it, is considered to be extremely remote, as it would require forecast fund distributions to be reduced by over 50% with no fees from new fundraising, whilst maintaining a broadly similar level of forecast investing activity during the same period, whereas a macroeconomic event is also likely to constrain investment activity substantially. Whilst the occurrence of one or more of the principal risks has the potential to impact future performance, none of them is considered likely, either individually or collectively, to give rise to trading deterioration of the magnitude indicated by the reverse stress testing and to threaten the Group over the three-year period. ## Conclusion Based upon the assessment set out above, the Directors have a current reasonable expectation that the Group will be able to continue in operation with adequate liquidity and capital, and meet its liabilities as they fall due, over a viability horizon of at least three years. ### Going concern statement In accordance with the Companies Act 2006, the Directors have a responsibility to evaluate whether the Group has adequate resources to continue its operational existence for the foreseeable future and for at least the next 12 months from the signing of the financial statements. ### Assessment of going concern In carrying out their going concern assessment, the Directors considered a wide range of information, taking into account both the Company's and the Group's current performance and outlook, using information available up to the date of the issue of the financial statements. This included: – the Group's business and operating models and strategy; – the Group's risk appetite and approach to managing risk; and – a summary of the current financial position and resources of the Group. --- 64 Bridgepoint Group – 2025 Annual Report & Accounts Strategic Report # Viability and going concern statements continued ## Business model As shown by the table below, a high proportion of the Group's revenue is made up of management and other fees, which are under long-term fund management contracts. The ECP transaction has improved the diversification of fee income such that the Group is less dependent upon any one fund or product. When considered together with a largely predictable cost base, of which over three quarters is personnel related, the Group has a diversified business, with a good level of visibility of income, expenditure and future profitability when projected for and beyond the next 12 months. | | Year ended 31 December 2025 | Year ended 31 December 2024* | | --- | --- | --- | | FRE (£m) | 156.4 | 124.6 | | Underlying management fees as % of total operating income (%) | 73.7 % | 78.6 % | | FRE margin (%) | 36.6 % | 37.0 % | | Personnel expenses as % of total expenses (excluding exceptional costs and adjusted items) (%) | 75.0 % | 73.4 % | * ECP from completion date is included. Key assumptions made in the forecasts that underpin the Directors' going concern assessment are set out above within the viability statement and include the raising of new funds, the timing and level of returns from funds and changes in the cost base from hiring and inflation. ## Liquidity and resources The balance sheet is well capitalised, with low levels of net leverage, representing 1x of 2025 earnings. At 31 December 2025, the Group has cash of £194 million (2024: cash of £91 million) and an undrawn £400 million revolving credit facility, which was renewed in March 2026 for a period of three years. The Group has £456 million ($614 million) of US private placement notes (2024: £490 million or $614 million) with maturities ranging from 2027 to 2034 and an average maturity of 6 years. In order to ensure liabilities are settled when they fall due, the Group's liquidity is monitored regularly. This includes monitoring the timing and level of operating expenses and the timing of drawings and receipts from fund investments. ## Stress testing In making their assessment, the Directors have considered scenarios prepared in conjunction with the viability statement, including delays to fundraising and lower returns from fund investments, which would impact the income and cash flow of the Group. The Directors are satisfied that, even under these stressed scenarios, the Company and the Group would remain a going concern. ## Conclusion The Directors have acknowledged their responsibilities in relation to the financial statements for the year to 31 December 2025. After making their assessment of going concern, the Directors considered it appropriate to prepare the financial statements of the Company and the Group on a going concern basis for at least 12 months from the date of the approval of the financial statements. --- 65 Bridgepoint Group – 2025 Annual Report & Accounts Strategic Report # Risk management ## 1 Our approach and key developments in 2025 The Group believes that risk management is a fundamental part of robust corporate governance and good management practice. Effective risk management does not mean avoiding risks at any cost, but rather making informed and coherent choices regarding the risks the Group and the funds it manages take in pursuit of their strategic objectives, whilst having regard to the tools available to manage and mitigate those risks. Risk management is considered within all areas of the business and across the Group’s operations, with individual teams, strategies and geographies taking responsibility for the identification and active management of risks present at those levels. Risk management is therefore embedded within the Group’s culture, decision-making processes, practices, business planning and reporting activities. The Group manages a variety of risks in connection with its business activities, and the Board is ultimately responsible for oversight of the Group’s risk management and internal control systems. This includes determining the nature and extent of the risks that the Board is willing to take in order to achieve the Group’s strategic objectives, and reviewing management’s implementation of effective systems of risk identification, assessment and management. The Group continues to regard effective risk management as a fundamental element of robust corporate governance and good management practice. In 2025, we strengthened our enterprise risk & controls framework to reflect the evolving regulatory environment, the Group’s increasing scale and multi-asset platform, and the enhanced expectations arising from the Financial Reporting Council’s 2024 UK Corporate Governance Code. During the year, we completed a comprehensive refresh of the Group’s risk taxonomy, governance structure and internal control framework. This included updates to the definition and classification of principal risks and underlying sub-risks, clearer attribution of responsibilities across the Group’s governance bodies, and enhancements to the reporting and escalation of risk information. These changes were designed to improve consistency across business units, strengthen accountability, and ensure a more transparent link between risks, controls, and the Group’s strategic objectives. A central area of focus was the Group’s preparations for Provision 29 of the revised UK Corporate Governance Code, which will apply for accounting periods beginning on or after 1 January 2026. In anticipation of these requirements, the Group refined its methodology for identifying the material controls that will form the basis of the Board’s future declaration of effectiveness. This work included the development of materiality criteria aligned to the Group’s principal risks, risk appetite and external reporting obligations, and the optimisation of entity-level governance controls that operate across the Group. These enhancements put the Group in a strong position ahead of the first disclosure required in the 2026 Annual Report. The Group Audit and Risk Committee assisted the Board throughout the year by reviewing the updated framework, receiving periodic reports on Group and fund-level risks, overseeing the development of the new material controls approach, and monitoring operational risks associated with continued integration activities. Risk management continues to be embedded within the Group’s culture and decision-making processes, with business units responsible for identifying and managing risks relevant to their activities, supported by Legal, Compliance, Finance, HR and Technology functions, and independently assured by the internal audit function. In order to manage risk effectively, the Group operates on a three lines model that provides clear accountability for risk ownership, oversight and independent assurance across the group: ### – First line Business units and functional teams have primary responsibility for identifying, assessing and managing risks within their respective areas. This includes the design and operation of controls, ownership of risk mitigation actions, and reporting of risk performance in line with the Group’s risk appetite and governance requirements. ### – Second line The Group’s second line functions, including Legal & Compliance and other specialist oversight functions, support the identification and management of risks by setting Group-wide policies and control standards, monitoring the operation of first line controls, and providing independent challenge. These functions perform thematic and risk-based monitoring activities and report on risk exposures, control effectiveness and emerging risks to the relevant governance bodies. ### – Third line The Group’s internal audit function together with Deloitte, as the Group’s co-sourced internal auditor, provides risk assurance on the effectiveness of governance, risk management and internal controls, including first and second line controls. --- 66 Bridgepoint Group – 2025 Annual Report & Accounts Strategic Report # Risk management continued The Group's internal audit function focused in particular on enterprise resource planning systems, cybersecurity, and regulatory compliance. The results of the audits and any associated recommendations were reported to the Audit and Risk Committee. Prudent risk management within business units is underpinned by a strong control culture with clear oversight of responsibilities, and there is ongoing thematic compliance monitoring and regular reporting to governance bodies within the Group on risk areas. The Group maintains comprehensive insurance cover with a broad range of policies covering a number of insurable risks. # 2 Risk management process The Group undertakes the following process to identify, manage and monitor risks: 1. Set strategy – The Board sets the strategic direction for the Group, and with support from the Audit and Risk Committee and Group Management Committee, approves the Group's risk appetite across each principal risk. Risk appetite statements and supporting metrics are used to inform risk identification and monitoring across the Group. 2. Identify risks – Business units and functional teams perform periodic assessments of the risks they face, supported by second-line functions. During 2025 the Group implemented a refreshed risk taxonomy comprising ten principal risks and over 100 sub-risks. This enhanced taxonomy improves granularity, enables clearer allocation of ownership, and ensures a consistent approach across the Group. 3. Evaluate risks – The Group evaluates risks based on two key factors: the likelihood of the risks eventuating, and the impact on the Group were the risks to eventuate (both financially and in respect of other matters such as reputation). The relevant risks are categorised and rated based on the product of these two factors and contextualised with a further evaluation of other factors such as speed to impact and whether the risk is trending in a particular direction. Key risk indicators aligned to risk appetite thresholds are increasingly used to monitor movements in material risk exposures. 4. Manage and mitigate risks – Mitigating actions, controls and monitors are identified for each risk, and the impact of these on the likelihood and impact of the relevant risk are evaluated. Where appropriate, changes to the control environment or other additional mitigants to risks are identified and implemented. 5. Monitor and review risks – The Group undertakes ongoing monitoring of risks identified and the effectiveness of mitigants and controls. When identifying risks, the Group categorises these within one of the following four areas: strategic and external risks, investment risks, financial risks, and operational risks. Strategic and external risks relate to the ability to deliver on the Group's strategic objectives or risks from external or broader events. Investment risks are those associated with investments made by the Group or the funds managed by it. Financial risks relate to the Group's financial structure, liquidity, and exposure to economic and credit-related risks. Operational risks are those associated with the Group's day-to-day operations, including risks relating to internal processes, people or systems. Risks in each of these categories may, if poorly managed, ultimately result in a negative impact on the profitability or prospects of the Group. --- 94 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Audit and Risk Committee report continued ## Areas of focus in relation to financial reporting Areas of focus considered by the Committee in relation to financial reporting for the year ended 31 December 2025, and the work taken by the Committee in respect of these matters, are set out in the following table: | Matter | Work undertaken | | --- | --- | | **Alternative performance measures** The Group uses a number of alternative performance measures, including, but not limited to: - EBITDA; - Underlying EBITDA; - Underlying EBITDA margin; - PRE; - FRE; - FRE margin; - Underlying profit before tax; and - Underlying profit before tax margin A full list can be found on pages 210 to 214. | The Committee reviewed the alternative performance measures used by the Group, considering their appropriateness. As the ECP transaction completed during the 2024 year, the Group's 2025 performance is compared to measures which include ECP for the prior comparative period as if the transaction had occurred on the first day of the year, as well as measures required under IFRS from the date that the transaction actually concluded. The Committee was satisfied that the alternative performance measures selected, including those relating to ECP, provide useful complementary information to stakeholders, and do not detract from the IFRS measures. The Committee was also satisfied with the adequacy of the disclosure of the reconciliation of the alternative performance measures with the IFRS measures included within the Annual Report. | | **Exceptional items** The Group's income statement includes exceptional items which are separately disclosed. In addition, the alternative performance measures used by the Group may be adjusted to exclude certain transactions. The identification of exceptional and adjusted items involves judgement. | The Committee reviewed the items selected by management for treatment as exceptional or adjusted items in the financial statements, which for the year ended 31 December 2025 principally related to incentive schemes linked to the ECP transaction and performance-related earnings (PRE) attributable to third-party investors that invest in a structured vehicle consolidated by the Group. The Committee was satisfied that the disclosure of these items as exceptional or adjusted was appropriate and in line with the Group's accounting policies, and there was appropriate reconciliation to the IFRS measures. | | **Consolidation** The Group holds investments in a number of funds, carried interest partnerships and CLOs which it manages. Judgement is required to be exercised in assessing whether these investments are controlled by the Group and therefore need to be consolidated into the Group's financial statements. | The Committee reviewed management's assessment of investments that the Group is deemed to control in accordance with IFRS 10 'Consolidated Financial Statements', and their treatment within the financial statements, for the year ended 31 December 2025. The Committee concluded that it was satisfied with management's assessment. | | **Revenue recognition** Revenue recognition for the Group's management fees is not complex. The recognition of carried interest income and investment income is more complex and involves estimates and judgement. | The Committee reviewed the recognition of management fees, carried interest and investment income. The Committee carefully considered the estimates and judgements applied in the recognition of carried interest income, including the discounts applied to the fair value of unrealised investments and how it was applied to funds depending upon the stage and maturity profile of each fund. The Committee concluded it was satisfied that revenue had been properly recognised in the financial statements. | --- 95 Bridgepoint Group – 2025 Annual Report & Accounts Governance | Matter | Work undertaken | | --- | --- | | **Investment valuation** The Group’s co-investments represent a significant portion of the consolidated balance sheet. As these are mainly unquoted and illiquid, considerable professional judgement is required in determining their valuation. | The Committee reviewed the methodologies used to value the Group’s investments in private equity, infrastructure and credit funds, the process and governance in respect of the valuations and the outcome of that process as at 31 December 2025. Specifically, during 2025, the Committee reviewed: – the investment profile of the Group including the specific assets driving valuation progression in the funds in the financial year; – the methodologies used in valuing private equity and infrastructure investments and the more significant changes during the year (increases and decreases); – changes to the disclosures of estimates used in investment valuation within the financial statements, including the application of carried interest discounts; and – the inputs used within the discounted cash flow model in respect of the CLO notes and stress testing performed. Having challenged the approach to valuation taken by management, the Committee was satisfied with the approach taken as at 31 December 2025 and the disclosures made within the financial statements. | | **Effective tax rate** The Group is subject to normal full tax rates in the jurisdictions in which it operates. However, its current effective tax rate is lower than the UK statutory tax rate. This is because of timing differences in when the Group’s income is taxed and the Group has tax losses carried forward in the UK. Taken together these are key drivers in the difference in the rate. | The Committee reviewed the way in which the tax charge for the year had been determined, including the recognition and utilisation of tax losses carried forward, and the reconciliation of the effective tax rate to the UK statutory rate. The Committee concluded that it was satisfied with management’s approach to the calculation of tax. | --- 96 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Audit and Risk Committee report continued | Matter | Work undertaken | | --- | --- | | **Viability statement and going concern** The appropriateness of preparing the Group financial statements on a going concern basis, and whether the assessment undertaken by management regarding the Group’s long-term viability appropriately reflects the prospects of the Group and covers an appropriate period. | The Committee considered whether management’s viability statement assessment adequately reflected the Group’s key risks as disclosed on pages 67 to 71, whether the period covered by the statement was reasonable given the strategy of the Group, the risk scenarios selected by management and the environment in which the Group operates. As a result of the assessment undertaken, the Committee was satisfied with the approach taken for the viability assessment and that the going concern basis of preparation is appropriate. | | **Climate-related financial disclosures** The Group is required to make certain disclosures in relation to the TCFD recommendations and makes additional recommended disclosures within the Annual Report on how the Group integrates climate risks and opportunities into business and investment decisions. It also provides data on direct greenhouse gas emissions. | The Committee reviewed the way in which the Group’s TCFD disclosures have been prepared and presented within the Annual Report. The Committee concluded that it was satisfied with the disclosures included. | | **2025 Annual Report** Under the Corporate Governance Code, the Board should establish arrangements to ensure that the Annual Report presents a fair, balanced and understandable assessment of the Group’s position and prospects. | The Committee was provided with drafts of the Annual Report and provided feedback on areas where further clarity or information was required to provide a complete picture of the Group’s performance. The Committee members were also provided with the final draft for review as part of the final sign-off. | --- 97 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Risk management and internal controls Details of the Group's risk management process and the management and mitigation of key risks can be found on pages 67 to 71. The Board, through the Committee, has carried out a review and update of the principal risks facing the Group and agreed with how they have been represented within the Annual Report. Areas of focus considered by the Committee in relation to risk management and internal controls, and the work undertaken by the Committee in respect of these matters, are set out in the following table: | Matter | Work undertaken | | --- | --- | | Risk management framework | The Committee reviewed proposed changes to the Group's enterprise risk management (ERM) framework, including alignment of the ERM to the updated target operating model, risk governance and oversight, risk appetite statement, the risk assessment methodology and an update of the Bridgepoint Group principal risks. | | Cyber | Deep-dive sessions held on the cybersecurity posture of the Bridgepoint Group including governance and oversight, penetration testing, continuous monitoring and insurances along with a comparison against the NIST Framework. This included a review of the ECP environment and consideration of actions required to integrate and align processes and controls with the existing business. | | Finance and treasury | The Committee reviewed financial risk and treasury policies, with specific focus on the management of foreign exchange risk, and appropriate delegations of authority. The Committee was briefed on accounting, tax and sustainability topics that may have an impact on the Group in the short to medium term including, but not limited to, a briefing on the financial reporting implications of IFRS 18 'Presentation and Disclosure in Financial Statements', Pillar Two global minimum tax, and sustainability disclosures including the EU Corporate Sustainability Reporting Directive. A briefing was also provided on enhancements being made to the accounts payable process. | | Legal and regulatory | The Committee performed a deep dive on legal and regulatory principal risks including global regulatory footprint, approach to managing regulatory risk, risk categorisation and assessment of regulatory change. The Committee also reviewed an outline of the Bridgepoint Group insurance programme including coverage levels and the renewal premium. | | UK Corporate Governance Code updates | The Committee reviewed the Group's definition of material controls in scope of Provision 29 of the UK Corporate Governance Code, and the Group's intended approach to identify material financial and non-financial controls, including the nature of the controls and how each material control links to principal risks and key risks. This work will continue in 2026. | ## External and internal audit ### External audit Forvis Mazars LLP were appointed as the Group's external auditor for the financial year ended 31 December 2025. They have now served for five years as appointed auditor. The Committee's responsibilities include making a recommendation on the appointment, re-appointment and removal of the external auditor and overseeing their effectiveness and independence. The Committee discussed and agreed the scope of the audit prior to it commencing. This included a review of the: - Audit scope and approach, including the entities that would be in the scope of the audit for the consolidated financial statements; - Timeline for the audit, including the audit of subsidiary companies; - External auditor's view of significant and enhanced risks of misstatement in the financial statements; and - Materiality levels used to plan and perform audit testing. --- 98 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Audit and Risk Committee report continued - Key audit matters and other judgement areas within the financial statements; and - Engagement terms, including the proposed audit fees The Committee subsequently reviewed reports from the external auditor setting out the status of: - Interim audit testing, including a review of technical accounting matters and areas of estimates and judgements; - Final audit testing, including conclusions in respect of the adequacy of disclosures within the financial statements; - Unadjusted misstatements that they had found in the course of their work, which were immaterial; - Work performed over the Directors' viability and going concern statements; - Internal control recommendations and an overview of additional auditor requirements for entities that report on how they have applied the UK Corporate Governance Code; and - Audit independence and schedule of non-audit services. In order to assess the quality and effectiveness of the external audit, the Committee has reviewed the audit process and the quality and experience of the audit team engaged in the audit, including the extent to which they had demonstrated competence, objectivity and professional scepticism. The Committee noted the receipt of quality reports from the external auditors with detailed information on the scope and results of their work, including challenges to management judgements. ## Non-audit services provided by the external auditor Forvis Mazars LLP are primarily engaged to carry out statutory audit work. There may be other services where the external auditor is considered to be the most suitable supplier by reference to its skills and experience. A policy is in place for the provision of non-audit services by the external auditor, to ensure that the provision of such services does not impair the external auditor's independence or objectivity, in accordance with the FRC's Revised Ethical Standard. As part of the audit tender process set out further below, the Committee adopted an updated non-audit services policy. This extended the policy to provide guidance on what types of services the Company's auditor can provide to the funds and portfolio companies in future. The fee for non-audit services was £0.2 million for the year ended 31 December 2025. Details of all fees charged by the external auditor during the year are set out on page 157. ## The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (the "Order") Forvis Mazars LLP were first appointed as statutory auditor of the Company in 2021 following a competitive tender process, and the Company confirms its compliance with the Order. During the year, the Committee elected to commence a statutory auditor tender process as part of a global firm-wide review of professional services, including audit and tax. A competitive tender process was completed. This did not preclude the participation of challenger audit firms. Six firms in total invited to tender, four of which completed a Request for Information, and three were taken forward and invited to complete a Request for Proposal (RFP). The participating firms met with many teams across the Group to build a better understanding of the business. Following submission of the RFPs, the three firms which participated in the RFP presented to a panel comprised of members of the Committee and the Group CFO. Firms were assessed based on audit approach, audit service, capability and competence, behaviour and deliverables. Following the completion of the tender process, the Committee recommended to the Board that KPMG be appointed as the Group's statutory auditor for the financial year ending 31 December 2026. The Board subsequently approved this appointment, subject to shareholder approval at the 2026 AGM. ## Internal audit The Group's internal audit function is accountable to the Committee and uses a risk-based approach to provide independent assurance on the adequacy and effectiveness of the control environment. Deloitte LLP provide co-sourced internal audit services to the Group's internal audit function, having been appointed in 2022. An audit plan has been developed for a three-year period, which envisages up to five audits per year across the Group's various business units and was subject to review and challenge by the Committee before being approved. Each review evaluates the design and operational effectiveness of the controls in place to address the risks identified. During the year a number of audits were completed, which included reviews of: - Marketing and distribution; - ECP investment governance; - Implementation of the Netsuite enterprise risk management (ERP) application by the Finance team (phase 2 - migration review); and - Luxembourg AIFM. In addition, fieldwork commenced for a Group cybersecurity review. The progress of management action plans is reported to the Committee at each meeting. --- 99 Bridgepoint Group – 2025 Annual Report & Accounts Governance # ESSG Committee report Carolyn McCall DBE Chair of the ESSG Committee ## Introduction The Group's ESSG Committee comprises two Independent Non-Executive Directors: myself and Angeles Garcia-Poveda. The Committee is supported by a number of leaders within Bridgepoint, including sustainability specialists across the business, and the newly convened ESSG Working Group. This is chaired by Ruth Prior, CFO, who has executive Board-level responsibility for ESSG matters. The ESSG Committee aims to meet at least twice a year. The Committee's purpose is to assist the Board in fulfilling its oversight responsibilities in relation to ESSG matters and policy execution. It also measures sustainability performance and risk indicators across the Group, contributing to the overall resilience of the business and its investment portfolio. It aims to provide key input and challenge in respect of ESSG matters as well as the management activities that support these ambitions. In an increasingly uncertain global environment, this focus on resilience has become an even more critical lens through which we assess opportunity, risk and long-term value creation. Our wider ESSG approach reflects this, bringing together environmental, social, security and governance considerations as part of a single oversight lens that supports durable growth across the Group and its investment portfolio. Within the overarching ESSG framework, individual investment strategies are empowered to set ESSG related targets and establish areas of ESSG focus, responding to the differing views and preferences of relevant fund investors. ## Work of the Committee in 2025 Throughout 2025, the Group continued to integrate ECP into our ESSG processes and strategy, while a review of Bridgepoint's ESSG governance and operating model saw the formation of the ESSG Working Group, which will further support the ESSG Committee and will report to the Group Operating Committee. Focused on Group initiatives and oversight, the ESSG Working Group will be responsible for development and implementation of Group-wide policy and commitments, while also ensuring cohesion across business units as appropriate. Reflecting both evolving disclosure requirements and the Group's holistic focus on a range of factors important to long-term value and growth - including economic and operational security - we have broadened our disclosures from climate-related risks to include cybersecurity, which can be found on ![img-0.jpeg](img-0.jpeg) pages 72 to 79. During the year, our teams also considered the implications of emerging technologies, including artificial intelligence, focusing on the balance between innovation, opportunity and effective risk management. In 2025, the Group enhanced its ability to capture and analyse demographic and social mobility data following the rollout of a refined global HR system. This has increased diversity data completion rates, providing a stronger evidence base to support Bridgepoint's diversity and inclusion strategic objectives. This supports a more informed and targeted approach to shaping priorities and monitoring progress, while maintaining the Group's commitment to a balanced approach that values diversity alongside merit-based hiring. We believe that fostering diverse perspectives strengthens both the firm and its portfolio, with the key focus remaining on the development of a sustainable pipeline of talent. Alongside this development, the Group remained actively engaged in a wide range of people initiatives. A key area of focus was social mobility, with volunteering, outreach and mentoring programmes designed to create opportunities for young people from less advantaged backgrounds and to support the development of diverse future talent. In addition, Bridgepoint partners with a number of industry-specific and broader organisations supporting diversity and inclusion across the private capital sector, including Level20 and the Social Mobility Foundation. ## Priorities for 2026 For 2026, our focus will continue to be on Group level ESSG commitments and the ongoing application of our responsible investment practices to boost resilience across the lifecycle of investments. We also look forward to welcoming and integrating Newbury Partners into our business. Finally, 2026 will see the newly launched The Bridgepoint Group Foundation, which will scale its operations and amplify its contributions to meaningful causes. A handwritten signature in black ink, appearing to read 'Carolyn McCall'. Carolyn McCall DBE Chair of the ESSG Committee → Find out more: bridgepointgroup.com --- 100 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Remuneration Committee report → Angeles Garcia-Poveda Chair of the Remuneration Committee As Chair of the Group Remuneration Committee, I am pleased to present on behalf of the Remuneration Committee the Directors’ Remuneration Report for the year ended 31 December 2025. ## Remuneration philosophy Bridgepoint Group places people at the heart of its business. This philosophy informs both the way we operate and the manner in which we recognise and reward our employees. We attract highly skilled and diverse professionals who demonstrate exceptional drive and commitment, and we invest in their development through structured training and practical experience. Our culture promotes collaboration and inclusion, ensuring that talent can flourish across the organisation. Our remuneration framework is designed to reinforce this culture whilst maintaining strong alignment with shareholder interests. In addition to competitive fixed remuneration and benefits, we operate discretionary bonus arrangements that reflect both individual contributions and overall corporate performance. Our Directors’ Remuneration Policy (the “Remuneration Policy”), which was approved by shareholders at the 2025 AGM with over 99% support, aims to reflect our internal culture of share ownership, rewards for strong performance, and alignment with our fund investors as well as our shareholders. Our Executive Directors have a simple remuneration structure operated within the Remuneration Policy. In each case, their remuneration structure has been adapted to take account of their individual roles within the Group. As a committee, we are pleased to confirm that during 2025, remuneration arrangements both for Executive Directors and the wider workforce have continued to operate in line with the Remuneration Policy and philosophy. ## Financial performance Business performance in the year ended 31 December 2025 saw pro forma underlying EBITDA increasing by 4.4% to £304.8 million and pro forma underlying profit before tax increasing by 4.5% to £248.3 million, translating to underlying earnings per share of 26.5 pence. ![img-1.jpeg](img-1.jpeg) The results were driven by consistent capital deployment, good fund performance, continued return of capital to fund investors, and further successful fundraisings. ## Board changes As previously announced, John Dionne and Michelle Scrimgeour were appointed as Independent Non-Executive Directors from 1 July 2025. On appointment, Michelle became the Chair of the Audit and Risk Committee and John became a member of the Audit and Risk Committee. Director biographies can be found on pages 81 to 85 and details of the remuneration payable to all Executive and Non-Executive Directors are set out on page 103. ## Remuneration payable in respect of 2025 The base salary of the Group Chief Executive (“Chief Executive”) and the Group Chief Financial Officer (“CFO”) remained unchanged in 2025. During the year, both the Chief Executive and CFO received a grant under the RSP which equated to 100% of their respective salaries. These awards will vest after three years subject to continued employment and achievement of the underpin as set out in the Remuneration Policy. When considering the annual bonus outcome for the Chief Executive and CFO roles, the Group uses a scorecard of measures that reflect the Group’s business strategy, and which align with the interests of our stakeholders. In 2025, the annual bonus outcome was measured against Fee Related Earnings (“FRE”), Performance Related Earnings (“PRE”) and cash conversion as well as other strategic, capital, people and ESG criteria. The Chief Executive and CFO have performed well in relation to both strategic and financial objectives for the year, with FRE, PRE and cash conversion above the target set by the Committee. The successful completion of the Newbury transaction and employee engagement progress have resulted in the Chief Executive receiving 84.5% of his maximum bonus entitlement at 169% of salary and the CFO receiving 84% of maximum bonus entitlement at 168% of salary. --- 101 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Approach to remuneration for 2026 A number of factors were considered including performance, the increased size and complexity of the business, the market environment, the wider stakeholder context, and the position of Executive Director remuneration relative to the market. ### Base salary The base salary of the Chief Executive will increase by 3.5% to £880,000 and the base salary of the CFO will increase by 4% to £650,000 from 1 April 2026. ### Variable pay In line with the Remuneration Policy, the Chief Executive and CFO will be eligible to receive an annual bonus for 2026, with the maximum bonus opportunity remaining at 200% of salary. The Committee has reviewed the ongoing appropriateness and balance of metrics used for the bonus award and determined that both the Chief Executive and CFO should remain aligned to the same metrics focusing on FRE, PRE, and cash conversion, which provide a view of underlying business performance to our stakeholders, as well as key strategic measures. The weighting of these measures for 2026 remains unchanged from 2025. An RSP award will be made to the Chief Executive and CFO following the announcement of annual results. The award will be valued at 100% of salary and will vest after three years subject to continued employment and the performance underpin. ## Remuneration arrangements elsewhere in the Group During 2025 we launched our latest employee engagement survey, maintaining high levels of engagement with a participation rate of 84% and a strong overall engagement score. We continue to monitor this survey which enables colleagues, on a confidential basis, to provide feedback on a full range of employment issues, including remuneration. An average salary increase of 7.0% was approved for the wider workforce. ## Conclusion The Committee has satisfied itself that the remuneration outcomes for 2025 are appropriate and that the Remuneration Policy has operated as intended. On behalf of the Committee, thank you for reading this report and we look forward to receiving your support at the AGM on 12 May 2026 in relation to the approval of the Directors' Remuneration Report for 2025. **Angeles Garcia-Poveda** Chair of the Remuneration Committee → Find out more: bridgepointgroup.com --- 102 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Annual report on remuneration ## Remuneration Policy During 2025, we operated under the Directors’ Remuneration Policy approved at the AGM on 15 May 2025. The full Remuneration Policy can be found on our corporate website bridgepointgroup.com. ## Consideration of shareholder views The Remuneration Policy has been developed considering market best practice and the expectations of shareholders and proxy voting agencies. The Committee will consult with shareholders, where considered appropriate, regarding changes to the operation of the Remuneration Policy, or when the Remuneration Policy is being reviewed and brought to the shareholders for approval. Additionally, the Committee will consider specific concerns or matters raised at any time by shareholders on remuneration. ## Remuneration at a glance ### Executive remuneration framework and Policy summary #### Component & maximum | Component & maximum opportunity under the Policy | Outcomes for 2025 | Operation in 2026 | | --- | --- | --- | | **Base Salary** In considering increases the Committee assesses the increases applying to the wider workforce as well as local market levels. | The salary of the Chief Executive and CFO in role as at 1 January 2025 remained unchanged during 2025. | The base salary of the Chief Executive will increase by 3.5% to £880,000 and the base salary of the CFO will increase by 4% to £650,000. | | **Benefits** The opportunity is set at the cost of providing the benefits described. | There have been no changes to the Executive Directors’ benefit provision this year. | Benefits to operate in line with the Remuneration Policy and align to those available to UK colleagues. | | **Pension** A pension contribution rate in line with the rate applicable to the majority of the workforce in the appropriate country. | The pension contribution rate is currently 10% of salary up to a notional salary of £112,500. There have been no changes this year. | Pension to operate in line with the Remuneration Policy and align to those available to UK colleagues. | | **Annual Bonus** The overall maximum annual bonus opportunity under the policy is 200% of salary. Any bonus in excess of 25% of salary will be subject to 50% deferral into shares for 3 years. | The annual bonus payable to the Chief Executive was £1,436,500 and £612,000 of this was deferred into shares. The annual bonus payable to the CFO was £1,049,000 and £446,375 was deferred into shares. The Chair of the Board does not receive variable compensation. | The Chief Executive and CFO will continue to have a maximum bonus opportunity of 200% of salary. | | **Restricted Share Plan** The overall maximum annual award level is 100% of salary. | The annual award made to the Chief Executive and CFO was 100% of salary. The Chair of the Board does not receive variable compensation. | The Chief Executive and CFO will receive a grant of 100% of salary. | --- 103 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Audited information # **Total remuneration payable for the year to 31 December 2025** The following table sets out the total remuneration for the Executive Directors and the Non-Executive Directors for the year ended 31 December 2025. | All figures shown in £000 | Financial year ended 31 December | Salary and fees | Taxable Benefits^{2} | Pension^{3} | Bonus | RSP | Total Fixed Remuneration | Total Variable Remuneration | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Raoul Hughes | 2025 | 850.0 | 9.7 | 9.8 | 1,436.5 | | 869.5 | 1,436.5 | 2,306.0 | | | 2024 | 850.0 | 7.9 | 9.9 | 1,649.0 | | 867.8 | 1,649.0 | 2,516.8 | | Ruth Prior^{1} | 2025 | 625.0 | 9.0 | 9.8 | 1,049.0 | | 643.8 | 1,049.0 | 1,692.8 | | | 2024 | 208.3 | | 3.3 | 416.7 | | 211.6 | 416.7 | 628.3 | | Angeles Garcia-Poveda | 2025 | 109.0 | | | | | 109.0 | | 109.0 | | | 2024 | 109.0 | | | | | 109.0 | | 109.0 | | Archie Norman | 2025 | 221.0 | | | | | 221.0 | | 221.0 | | | 2024 | 221.0 | | | | | 221.0 | | 221.0 | | Dame Carolyn McCall | 2025 | 109.0 | | | | | 109.0 | | 109.0 | | | 2024 | 109.0 | | | | | 109.0 | | 109.0 | | Cyrus Taraporevala | 2025 | 95.5 | | | | | 95.5 | | 95.5 | | | 2024 | 95.5 | | | | | 95.5 | | 95.5 | | John Dionne^{2} | 2025 | 41.0 | | | | | 41.0 | | 41.0 | | | 2024 | | | | | | | | | | Michelle Scrimgeour^{3} | 2025 | 47.5 | | | | | 47.5 | | 47.5 | | | 2024 | | | | | | | | | | Tim Score | 2025 | 450.0 | | | | | 450.0 | | 450.0 | | | 2024 | 276.0 | | | | | 276.0 | | 276.0 | 1. Remuneration for 2024 is shown from 1 September 2024 when Ruth Prior became a Director. 2. Remuneration for 2025 is shown from 1 July 2025 when John Dionne became a Director. 3. Remuneration for 2025 is shown from 1 July 2025 when Michelle Scrimgeour became a Director. 4. Executive Directors receive private medical insurance and dental insurance for themselves and any partners or eligible children they elect to cover. 5. Executive Directors have elected to receive a cash allowance in lieu of pension. No Executive Director participates in a defined benefit pension arrangement. --- 104 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Annual report on remuneration continued ## Annual bonus plan | Financial measure | % Weighting Chief Executive | % Weighting CFO | Threshold (20% vesting) | Intermediate (50% vesting) | Stretch (100% vesting) | Achievement | Outcome as a % of max (Chief Executive/CFO) | | --- | --- | --- | --- | --- | --- | --- | --- | | FRE | 35% | 40% | £ 137.0 m | £ 152.0 m | £ 160.0 m | £ 156.4 m | 27.5%/31.5% | | PRE | 15% | 15% | £ 107.0 m | £ 126.0 m | £ 139.0 m | £ 151.6 m | 15.0% | | Cash Conversion | 10% | 15% | 75.0% | 85.0% | 95.0% | 123.8% | 10%/15% | | **Total financial measures** | **60%** | **70%** | | | | | **52.5%/61.5%** | See tables below for a detailed summary of performance achievement against objectives set by the Committee for the performance period. | Strategic and personal objectives | % Weighting Chief Exec | % Weighting CFO | Raoul Hughes | Ruth Prior | | --- | --- | --- | --- | --- | | **Total strategic and personal objectives** | 40.0 % | 30.0 % | 32.0 % | 22.5 % | | **Total bonus outcome** | | | 84.5 % | 84.0 % | | **Total bonus payable (pro-rated where appropriate)** | | | £ 1.437 m | £ 1.049 m | The Chief Executive and the CFO will defer £612,000 and £446,375 of their bonuses respectively into the Deferred Annual Bonus Plan. The Committee determines the annual bonus for the Chief Executive and the CFO using a balanced scorecard. At the beginning of 2025, measures that were 60% financial and 40% non-financial, and 70% financial and 30% non-financial, respectively were selected. **FRE** – The Group generated underlying pro forma management and other income of £427.7 million in 2025, up from £404.0 million in 2024. FRE of £156.4 million in 2025 was marginally ahead of FRE of £155.3 million in 2024. **PRE** – The Group delivered pro forma PRE of £151.6 million, 9.5% higher than 2024. **Cash Conversion** – The Group generated pro forma operating cash flow representing 123.8% of FRE. --- 105 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Non-financial objectives During 2025, the Group continued to progress its strategy of scaling through diversification, combining delivery of new platforms with disciplined corporate development. This included the launch of the Private Wealth platform and Bridgepoint Generations, continued work to develop additional strategies, and the announcement of the Newbury transaction in December 2025, adding a secondaries capability and further broadening the platform. Alongside this strategic activity, management increased focus on market engagement initiatives aimed at improving liquidity and broadening investor understanding of the business, including actions that increased free float during the year, enhanced research coverage and expanded shareholder engagement, while continuing to embed a strengthened operating model through clearer Group-level decision making and product governance structures. People, culture and responsible business priorities also remained central throughout 2025. Engagement remained strong across the Group, with high survey participation and a year-on-year improvement in the firmwide engagement score, supported by increased leadership visibility, continued investment in learning and development programmes and strengthened people infrastructure. Diversity and inclusion remained a clear focus, with continued progress in recruitment at junior levels alongside targeted actions to address engagement, where required. The Group also strengthened its broader ESG and control environment, including an ESG framework reset, the establishment of an ESSG Working Group and agreement of Group-wide ESG commitments, as well as the launch of The Bridgepoint Group Foundation. In relation to risk and compliance, cyber security and resilience were materially enhanced during the year through certification, simulation testing and the introduction of improved reporting and third-party risk management capabilities. The Committee considered the progress delivered across these non-financial objectives, including strategic development and diversification, governance and operating model strengthening, and sustained focus on employee engagement, ESG and the control environment. The Committee assessment of the non-financial score for the Chief Executive and the CFO, with final bonus outcomes determined as part of the overall balanced scorecard assessment is shown on the previous page. ## Incentive awards granted during the year The following table provides details of the incentive awards granted during the year ended 31 December 2025: | Director | Award | Award Date | Vesting Date | Face Value at Grant | Number of Shares Awarded | | --- | --- | --- | --- | --- | --- | | Raoul Hughes | Restricted Share Plan | 31 March 2025 | 31 March 2028 | £850,000 | 254,241 | | Raoul Hughes | Deferred Annual Bonus Plan | 31 March 2025 | 31 March 2028 | £718,250 | 214,834 | | Ruth Prior | Restricted Share Plan | 31 March 2025 | 31 March 2028 | £625,000 | 186,942 | | Ruth Prior | Deferred Annual Bonus Plan | 31 March 2025 | 31 March 2028 | £182,292 | 54,524 | The Company closely monitored the share price in advance of granting this incentive award and will have discretion at the time of vesting to adjust the outcomes if it is felt that management have benefitted from factors outside of their control and that vesting of the award does not reflect performance achieved over the period. In each case, the number of shares awarded was calculated at the Volume Weighted Average Price in the three days up to and including the date of the awards: £3.343. Awards under the Restricted Share Plan will vest subject to the achievement of suitable financial and non-financial performance against the performance underpin as detailed in the Directors' Remuneration Policy, as well as continued employment. --- 106 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Annual report on remuneration continued ## Payments to former Directors and for loss of office During 2025 Adam Jones received a salary of £500,000 per annum payable to 16 April 2025, the date he ceased to be an employee of the Group. He received a cash allowance in lieu of pension of £3,287 for the period from 1 January 2025 to 16 April 2025 and pay in lieu of annual leave accrued in 2025 of £18,270. Taxable benefits of £3,810 in respect of medical insurance for the period from 1 January 2025 to 31 August 2025 were also provided. This is in line with his notice period entitlement as agreed by the Board. Adam Jones retained his 2023 RSP award, pro-rated. Based on performance the Committee was satisfied that the underpin had been achieved and that the award should vest in full. As a result, 86,909 shares will vest on 31 March 2026. ## Directors’ interests The interests of the Directors and their connected persons in the shares in the Company as at 31 December 2025 are set out below. | Director | Shares held outright at 31 December 2025 or date of ceasing to be a Director | Vested shares subject to holding period | Unvested shares subject to holding period | Shareholding requirement (% of salary) | Requirement met^{1} | | --- | --- | --- | --- | --- | --- | | Raoul Hughes | 6,353,348 | 2,976,676 | 3,954,883 | 300 | Yes | | Ruth Prior | 179,000 | – | – | 300 | No | | Archie Norman | 275,000 | – | – | – | – | | Angeles Garcia-Poveda | 94,286 | – | – | – | – | | Dame Carolyn McCall | 75,714 | – | – | – | – | | Cyrus Taraporevala | 200,000 | – | – | – | – | | John Dionne | – | – | – | – | – | | Michelle Scrimgeour | – | – | – | – | – | | Tim Score | 75,714 | – | – | – | – | 1. Based on closing share price on 31 December 2025 of £2,838 per share. 2. Including shares held by connected persons, but excluding shares held by Burgundy Investments Holdings LP. 3. Ruth Prior has a holding of points in Burgundy Investment Holdings LP, which indirectly gives her an interest in Bridgepoint Group plc shares held by it. At 31 December 2025, this indirect interest is equivalent to a direct holding of 1,516,688 shares. Since 31 December 2025, Michelle Scrimgeour has purchased 21,616 shares in Bridgepoint Group plc. There have been no other changes in the current Directors’ interests in shares, or those of their connected persons, between 31 December 2025 and 25 March 2026, the latest practicable date before publication of this Annual Report. During employment, Executive Directors are required to build up and retain a shareholding equivalent to 300% of their base salary. The requirement has been met by the Chief Executive. The combined direct and indirect holdings of the CFO exceed 300% of base salary. Further information on the requirement to build up and maintain a minimum shareholding requirement can be found within the Directors’ Remuneration Policy at www.bridgepointgroup.com. --- 107 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Performance graph and table Bridgepoint Group plc shares began unconditional trading on the London Stock Exchange’s main market on 26 July 2021. The chart below shows the Total Shareholder Return performance of £100 invested in the Group from 26 July 2021 to 31 December 2025 against the FTSE 250 index. The FTSE 250 index is considered an appropriate comparison as Bridgepoint is a constituent of the index. ![img-2.jpeg](img-2.jpeg) | | 2022* | 2023* | 2023** | 2024** | 2025** | | --- | --- | --- | --- | --- | --- | | Lead Executive single figure total remuneration (£000s) | 876.6 | 818.5 | 216.7 | 2,516.8^ | **2,306.0^^** | | Bonus as a % of maximum opportunity | N/A | N/A | N/A | 97 % | **85 %** | | Long-term incentive vesting (as % of maximum opportunity) | N/A | N/A | N/A | N/A | **NA** | Figures reflect remuneration to 31 December 2025. *William Jackson **Raoul Hughes ^£718,250 was deferred. ^^ £612,000 was deferred. ## Percentage change in remuneration of Directors The table below shows the percentage change in each Director’s salary/fees, taxable benefits and annual bonus for each year between 2022 and 2025, compared with the average percentage change in each of those components of pay for the employees of the Group as a whole. | % Change | 2024/2025 | | | 2023/2024 | | | 2022/2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Salaries/fees received | Taxable Benefits | Short-Term Incentives | Salaries/fees received | Taxable Benefits | Short-Term Incentives | Salaries/fees received | Taxable Benefits | Short-Term Incentives | | Raoul Hughes | – % | **22.8 %** | **(12.9)%** | N/A | N/A | N/A | N/A | N/A | N/A | | Ruth Prior | **200.0 %** | **N/A** | **151.7 %** | N/A | N/A | N/A | N/A | N/A | N/A | | Archie Norman | – % | **N/A** | **N/A** | – % | N/A | N/A | 10.5 % | N/A | N/A | | Angeles Garcia-Poveda | – % | **N/A** | **N/A** | 0.6 % | N/A | N/A | 14.1 % | N/A | N/A | | Dame Carolyn McCall | – % | **N/A** | **N/A** | 1.6 % | N/A | N/A | 43.1 % | N/A | N/A | | Cyrus Taraporevala | – % | **N/A** | **N/A** | 7.3 % | N/A | N/A | N/A | N/A | N/A | | John Dionne | **N/A** | **N/A** | **N/A** | N/A | N/A | N/A | N/A | N/A | N/A | | Michelle Scrimgeour | **N/A** | **N/A** | **N/A** | N/A | N/A | N/A | N/A | N/A | N/A | | Tim Score | **63.0 %** | **N/A** | **N/A** | 170.6 % | N/A | N/A | 7.4 % | N/A | N/A | | All employees | **4.7 %** | **18.5 %** | **13.3 %** | 5.6 % | 36.4 % | 16.0 % | 4.6 % | 16.3 % | 1.5 % | The year-on-year variations in salary / fees reflect various movements in roles and partial years in role in addition to underlying fee rate changes. Further details on fees paid to Non-Executive Directors can be found on page 111. The increase in remuneration for Ruth Prior in 2025 is relative to her 2024 remuneration for the period following her appointment as a Director on 1 September 2024. Significant increases in taxable benefits are primarily due to increases in premiums for medical insurance, whilst movements in short-term incentives are reflective of performance changes and the partial prior comparative year data for Ruth Prior. --- 108 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Annual report on remuneration continued ## Chief Executive pay ratio UK regulations require companies with more than 250 UK employees to publish the ratio of pay of the Chief Executive versus that of the Group’s UK employees. In the calculation, we have used Option A because this is the most statistically accurate approach. | Financial year | Method | Lower Quartile | Median | Upper Quartile | | --- | --- | --- | --- | --- | | 2025 | A | 22:1 | 12:1 | 6:1 | The pay for the Chief Executive and the employees at the requisite percentiles are set out below: | Figures shown in £000s | Chief Executive | Lower Quartile | Median | Upper Quartile | | --- | --- | --- | --- | --- | | Base salary | 850.0 | 72.3 | 103.3 | 172.8 | | Total pay | 2,306.0 | 102.9 | 186.7 | 379.2 | The employee pay figures were calculated by reference to the year to 31 December 2025, which is consistent with the period used for the single total figure of remuneration (SFTR) for the Directors. The total pay and taxable benefits were determined for all UK permanent and fixed term employees as at 31 December 2025. No components have been omitted in calculating total pay and taxable benefits on an SFTR basis. Necessary adjustments were made in determining full time pay and benefits so that salaries, cash bonuses, share awards, taxable benefits and pensions were annualised for employees who have not been with the Company for the full financial year or grossed up on a full-time equivalent basis for employees who work on a part time basis. The Committee is comfortable that the pay ratio shown above is consistent with our pay, reward and progression policies for the Company’s UK employees as a whole. ## Relative importance of the spend on pay The table below shows the Company’s expenditure on employee pay compared to distributions to shareholders in the years ended 31 December 2024 and 2025. | | 2025 £ m | 2024 £ m | % Change | | --- | --- | --- | --- | | Distributions to shareholders | **105.3** | 90.0 | 17.0 % | | Aggregate personnel expenses | **203.4** | 156.0 | 30.4 % | Distributions to shareholders includes £4.1 million of share buybacks in 2025, compared to £9.8 million in 2024. Aggregate personnel expenses in 2025 excludes £82.1 million of exceptional and adjusted items primarily related to the ECP acquisition. --- 109 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Implementation of policy in 2026 ## Executive Director remuneration ### Base salary Base salary levels will be as follows: - Chief Executive: £880,000 - Chief Financial Officer: £650,000 ### Pension and benefits Executive Directors are eligible to participate in benefits in line with all other UK employees. They will receive a cash allowance in lieu of employer pension contributions calculated based on a contribution of 10% of salary (up to a salary cap of £112,500), in line with the rate applying to the rest of the UK employees. Other benefits include private medical and dental insurance, life assurance and income protection insurance. Raoul Hughes is also insured under the group death in service pension policy, a legacy benefit also provided to other employees of similar tenure. ### Annual bonus plan No changes are planned to the annual bonus plan for 2026. The maximum bonus opportunity will be 200% of salary. 50% of any earned bonus in excess of 25% of salary will be deferred into shares under the Deferred Annual Bonus Plan. Deferred bonus shares will vest after three years subject to continued employment. Performance will be based on a mix of financial and non-financial metrics weighted at 60% and 40% respectively for the Chief Executive and 70% and 30% respectively for the CFO. The metrics take account of the key business priorities focusing on FRE, PRE and a cash measure. Part of the variable pay will be based on strategic, operational and people metrics. The Remuneration Committee has the discretion to adjust the formulaic annual bonus outcome, or waive specific metrics and replace them in determining the annual outcome if it believes that pursuing such metrics would not be in the best interests of the business based on the prevailing circumstances during the year. ### Restricted share awards A restricted share award will be made to the Chief Executive and CFO following the announcement of the annual results. The award will be valued at 100% of salary and will vest after three years subject to continued employment and the underpin contained in the Remuneration Policy. ### Malus and clawback In line with the Corporate Governance Code and FCA regulatory requirements applicable to variable remuneration, both the Annual Bonus and RSP are subject to malus and clawback. The Remuneration Committee may apply malus and/or clawback in line with these requirements or in line with the provisions that apply in the Remuneration Policy, available on our corporate website bridgepointgroup.com. --- 110 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Implementation of policy in 2026 continued ## Scenario Chart The chart below provides an illustration of the level of total annual remuneration that would be received by each Executive Director under the operation of the Remuneration Policy at: i) minimum performance, ii) target performance, and iii) maximum performance, in the latter two cases assuming that the vesting periods for the deferred awards are met. The three performance scenarios assume the following: 1. Minimum - only fixed pay is awarded as the RSP underpin reduces the RSP award to zero and no annual bonus is payable. 2. Target - fixed pay, plus 100% of the RSP and 50% of the maximum annual bonus. 3. Maximum - fixed pay, plus 100% of the RSP and the maximum annual bonus. Fixed pay includes an illustrative benefits amount of £10,000 for each Executive Director. The maximum scenario includes an additional element to represent 50% share price growth on the RSP award from the date of grant to vesting. ![img-3.jpeg](img-3.jpeg) --- 111 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Non-Executive Director remuneration A summary of the Non-Executive Directors' fees is shown below: | Non-Executive Director | 2025 Fee | 2024 Fee | | --- | --- | --- | | Chair fee | £450,000 | £450,000 | | Senior Independent Director's fee | £125,000 | £125,000 | | Non-Executive Director base fee | £75,000 | £75,000 | | Audit and Risk Committee Chair's fee | £20,000 | £20,000 | | ESSG Committee Chair's fee | £20,000 | £20,000 | | Remuneration Committee Chair's fee | £20,000 | £20,000 | | Committee membership fee | £7,000 | £7,000 | ## Directors' service contracts and letters of appointment | Non-Executive Directors | Date of appointment | Date of current letter of appointment | Notice from the Company | Notice from the individual | | --- | --- | --- | --- | --- | | Angeles Garcia-Poveda | 25 June 2021 | 15 May 2024 | 3 months | 3 months | | Archie Norman | 25 June 2021 | 15 May 2024 | 3 months | 3 months | | Dame Carolyn McCall | 12 July 2021 | 15 May 2024 | 3 months | 3 months | | Cyrus Taraporevala | 1 January 2023 | 15 May 2025 | 3 months | 3 months | | John Dionne | 1 July 2025 | 14 April 2025 | 3 months | 3 months | | Michelle Scrimgeour | 1 July 2025 | 14 April 2025 | 3 months | 3 months | | Tim Score | 25 June 2021 | 6 June 2024 | 6 months | 6 months | --- 112 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Governance of remuneration ## Roles and responsibility The role of the Remuneration Committee is to determine and establish a remuneration policy for the Executive Directors, and members of the Group Management Committee and Group Operating Committee, and to oversee the remuneration packages for those individuals (including all material risk takers). When determining remuneration arrangements, the Committee must review remuneration across the whole Group and the alignment of incentives and rewards with culture and take these factors into account when determining remuneration of the Executive Directors, and members of the Group Management Committee and Group Operating Committee. Further details on the roles and responsibilities of the Committee are disclosed in the Terms of Reference which can be found on the Company’s corporate website at bridgepointgroup.com. The Remuneration Committee is responsible for: - determining and developing the remuneration policy which applies to the Chairman of the Board, other Executive Directors, members of senior management, and any other employee of the Group who the Committee is required by regulations to oversee; - determining the individual remuneration packages of the Directors and relevant senior employees within the terms of the agreed Remuneration Policy; - monitoring the remuneration structures and overall levels of remuneration of the Group’s senior management, and making recommendations to the Board where appropriate; - overseeing the remuneration of the wider employee group; and - overseeing the operation of the Group’s employee share schemes. ## Remuneration Committee members and meetings During 2025 the Committee comprised the three independent Non-Executive Directors listed below. The Remuneration Committee Chair, Angeles Garcia-Poveda, has ten years’ experience chairing other remuneration committees. The Committee will meet at least three times a year. | Committee Chair | Angeles Garcia-Poveda | | --- | --- | | Committee member | Archie Norman | | Committee member | Cyrus Taraporevala | --- 113 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Key activities during the year During the year, the Committee has carried out the following activities: - set the KPIs for the Executive Directors; - determined Executive Director awards and reviewed awards payable to all material risk takers and control staff; - reviewed annual bonus metrics to ensure they appropriately align with business strategy and promote the correct behaviours; - received and debated briefings on the operation of remuneration arrangements throughout the Group; - reviewed the Remuneration Policy, engaging with shareholders and leading proxy voting organisations on the Remuneration Policy that was ultimately adopted at the 2025 AGM; and - planned the cycle of work for 2026. In addition, the members of the Committee held a number of meetings with key employees and visited a number of Group offices. The Remuneration Policy has been designed to encourage long-term, sustainable growth and provide Executive Directors with competitive overall remuneration for the achievement of stretch performance targets aligned to delivering the business strategy. It operated as intended in 2025. As part of the development of the Remuneration Policy, the Committee considered wider market best practice as well as the views of our major shareholders and wider stakeholders. ## Effectiveness The operations of the Committee were reviewed as part of a Board performance review led by Tim Score, and the Committee was found to be operating effectively. For more details of this exercise, please see page 86. ## External advisers The Remuneration Committee receives independent advice from Korn Ferry, Executive Pay & Governance division, which was appointed pre-IPO in 2021 following a tender process. Korn Ferry was selected on the basis of its expertise in the area and with a view to ensuring independence from other advisers in the Group. Korn Ferry is a signatory to the Remuneration Consultants' Code of Conduct and has confirmed to the Committee that it adheres in all respects to the terms of the code. The Committee is satisfied that its remuneration advisers act independently. Fees for the advice provided during 2025 were £37,286. ## Directors' Remuneration Report and Remuneration Policy Approval The Directors' Remuneration Report and Remuneration Policy were approved at the 2025 AGM on Thursday, 15 May 2025. | Resolution | Votes for | % | Votes against | % | Total votes cast (excluding withheld votes) | Votes withheld | | --- | --- | --- | --- | --- | --- | --- | | Directors' Remuneration Report for 2024 (2025 AGM) | 690,086,472 | 98.26 % | 12,243,235 | 1.74 % | 702,329,707 | 72,611 | | Directors' Remuneration Policy (2025 AGM) | 698,577,524 | 99.46 % | 3,815,878 | 0.54 % | 702,393,402 | 8,916 | --- 114 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Directors’ report and additional disclosures The Directors present their report for the year ended 31 December 2025. The Directors’ report comprises this report and the entire Governance section. In accordance with the UK Listing Rules, the information to be included in the 2025 Annual Report, where applicable, under UKLR 6.6 is set out in this Directors’ report. Particular information that is relevant to this report, and which is incorporated by reference, can be located as follows: | Information | Section in Annual Report | Page numbers | | --- | --- | --- | | Likely future developments of the business of the Group | Strategic Report | 16 – 18 | | Stakeholder engagement (including employee engagement) | Strategic Report | 35 – 41 | | Dividends | Strategic Report | 9 | | Carbon and greenhouse gas emissions | Strategic Report | 72 – 79 | | Risk management | Strategic Report | 65 – 71 | | Board of Directors | Governance | 81 – 85 | | Corporate governance report | Governance | 87 – 90 | | Financial instruments – risk management objectives and policies | Financial Statements | 181 – 186 | | Acquisitions of own shares | Financial Statements | 189 | | Events after the reporting period | Financial Statements | 205 | | Diversity policy | Our People | 30 – 34 | | Diversity policy (further information) | Nomination Committee report | 91 | | Risk management and internal controls | Audit and Risk Committee report | 92 – 98 | The Directors’ report, together with the Strategic Report on pages 1 to 80, represent the management report for the purposes of compliance with Rule 4.1 of the FCA’s Disclosure Guidance and Transparency Rules. ## Directors’ liability insurance and indemnity The Company has purchased and maintains Directors’ and Officers’ insurance cover against certain legal liabilities and costs for claims in connection with any act or omission by such Directors and officers in the execution of their duties. The Company has also indemnified each Director to the extent permitted by law against any liability incurred in relation to acts or omissions arising in the ordinary course of their duties. The indemnity arrangements are qualifying third-party indemnity provisions under section 234 of the Companies Act 2006. All such indemnities were in force during 2025, other than that for John Dionne and Michelle Scrimgeour, which took effect upon their appointment. ## Political donations It is not the policy of the Company to make political donations as contemplated by the Companies Act 2006 and, during 2025, no donations were made to political parties or organisations, or independent election candidates, and no political expenditure was incurred. The Group treats applicants and employees with disabilities fairly and provides facilities, equipment and training to assist disabled employees to do their jobs. Arrangements are made as necessary to provide support to job applicants who happen to be disabled. Should an employee become disabled during their employment, efforts are made to retain them in their current employment or to explore the opportunities for their retraining or redeployment within the Group. Financial support is also provided by the Group to support disabled employees who are unable to work, as appropriate to local market conditions. The Group has clear grievance and disciplinary procedures in place, and also has an employee assistance programme which provides a confidential, free and independent counselling service which is available to employees in a number of locations. --- 115 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Numerical diversity data as at 31 December 2025 Gender identity and ethnicity diversity data in accordance with UKLR 6.6.6(10) is set out below: | Gender identity | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CPO, SID and Chair) | Number in executive management | Percentage of executive management | | --- | --- | --- | --- | --- | --- | | Men | 5 | 55.6 % | 3 | 15 | 75.0 % | | Women | 4 | 44.4 % | 1 | 5 | 25.0 % | | Not specified/prefer not to say | - | - | - | - | - | | Ethnic background | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CPO, SID and Chair) | Number in executive management | Percentage of executive management | | --- | --- | --- | --- | --- | --- | | White British or other White (including minority-white groups) | 8 | 88.9 % | 4 | 18 | 90.0 % | | Mixed/Multiple ethnic groups | - | - % | - | - | - % | | Asian/Asian British | 1 | 11.1 % | 0 | 1 | 5.0 % | | Black/African/Caribbean/Black British | - | - % | - | - | - % | | Other ethnic group | - | - % | - | - | - % | | Not specified/prefer not to say | - | - % | - | 1 | 5.0 % | The data in the table above was obtained on a voluntary self-reported basis. Participants were invited to complete either a survey through a secure electronic portal or a questionnaire, allowing them to confirm their sex and gender identity, and ethnic background. The Parker Review target and the target set by UKLR 6.6.6(9)(a)(iii) was met. As at 31 December 2025 there were four women on the Board out of nine directors, including the Chief Financial Officer, which also met the targets set by UKLR 6.6.6(9)(a)(i) and UKLR 6.6.6(9)(a)(ii). ## Share capital As at 25 March 2026, the issued share capital was 876,671,814 ordinary shares of £0.00005 each, 500 deferred shares of £81 each, 1 deferred share of £1, and 1 deferred share of £0.01. ## Significant shareholdings As at 31 December 2025, the Company had been notified pursuant to DTR 5 or otherwise was aware at the time of the IPO of the following interests representing 3% or more of the voting rights of the Company's ordinary shares: | Shareholder | Number of ordinary shares | Percentage of total voting rights | | --- | --- | --- | | Burgundy Investments Holdings LP | 81,055,028 | 9.54 % | | Blue Owl Capital Inc.* | 73,673,286 | 8.67 % | | T. Rowe Price Associates, Inc. | 45,130,992 | 5.31 % | | The Capital Group Companies, Inc. | 41,885,306 | 4.93 % | * excludes shares held by Blue Owl GP Stakes III Aspen Trust and Blue Owl GP Stakes IV Aspen Trust, where Blue Owl Capital Inc. has no right to vote the shares. Between 31 December 2025 and 25 March 2026, being the latest practicable date before the publication of this Annual Report, the Company received no further notifications under DTR 5. ## Rights and restrictions attaching to ordinary shares Holders of ordinary shares are entitled to attend, speak and vote at general meetings and to appoint proxies and, in the case of corporations, corporate representatives are entitled to attend, speak and vote at such meetings on their behalf. To attend and vote at a general meeting a shareholder must be entered on the register of members at such time (not being earlier than 48 hours before the meeting) as stated in the notice of general meeting. All resolutions at a general meeting are voted on by poll, with holders of ordinary shares having one vote for each share held. Where a shareholder has been duly served notice under section 793 of the Companies Act 2006 (which confers upon public companies the right to require information with respect to interests in their voting shares) and the shareholder is in default of the notice for a period of 14 days, unless the Directors determine otherwise the shareholder (and any transferee) will not be entitled to attend or vote at a general meeting. Where the relevant shares represent 0.25% or more of the issued ordinary shares, the Directors may direct that no transfer of shares that are the subject of the default be registered until the default is remedied, provided that where the shares are in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by applicable legislation. --- 116 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Directors' report and additional disclosures continued Ordinary shares have attached to them full dividend and capital distribution (including on winding up) rights, but do not confer any rights of redemption. Holders of deferred shares shall not be entitled to vote or receive any notice convening a general meeting of the Company, and shall not be entitled to receive any dividends or other distributions or to participate in any return of capital (other than to receive the nominal value of such shares in a liquidation after all other shares have received £1 million per share). They do not confer any rights of redemption. All issued share capital of the Company at the date of this Annual Report is fully paid. The Articles of the Company do not contain any restrictions on the transfer of shares in the capital of the Company, other than an ability of the Directors to refuse to register a transfer: - of shares that are not fully paid; - in respect of more than one class of shares; - which is not accompanied by the relevant share certificate (or, where requested, other evidence of right to transfer is not provided); - which is not duly stamped in circumstances where a duly stamped instrument is required (or where requested, evidence that the transfer is not subject to stamp duty is not provided); - of shares over which the Company has a lien; or - in favour of more than four persons jointly. Certain restrictions may from time to time be imposed by laws and regulations (for example, insider trading laws and the UK Takeover Code) and requirements of the Company's share dealing code whereby the Directors and employees of the Group require prior clearance to deal in the Company's securities. In the event the Company is deemed to be an investment company as defined in the Investment Company Act or the Company's assets may be considered "plan assets" within the meaning of the US Employee Retirement Income Security Act of 1974 (as amended), the Directors may restrict ownership in the Company by: (i) "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) that are not a "qualified purchaser" (as defined under the Investment Company Act); or (ii) a person that is a benefit plan investor (including directly or through or as a nominee). In such circumstances, the Articles give the Directors the power to require a transfer of shares by ineligible persons. Pursuant to a reorganisation agreement entered into by, among others, Burgundy A1 Nominees Limited, Burgundy A2 Nominees Limited, Burgundy A3 Nominees Limited, Burgundy A4 Nominees Limited, Burgundy A5 Nominees Limited, Burgundy B1 Nominees Limited, Burgundy B2 Nominees Limited, Burgundy C Nominees Limited (the foregoing being the "Nominee Companies"), the Company and various pre-IPO shareholders (being current or former employees of the Group or certain related persons) (the "Management Shareholders"), the Nominee Companies hold shares in the Company on behalf of the Management Shareholders. Pursuant to the terms of the agreement, the Management Shareholders are subject to restrictions on their ability to dispose of their underlying shares for a period of up to five years from the IPO. As at 31 December 2025, below is the schedule for the remaining releases of shares from the IPO lock-up restrictions: | Date | Shares released from lock-up | | --- | --- | | July 2026 | 167,331,662 | Pursuant to the Company's Long-Term Incentive Plan and the relevant terms of grant, Company shares granted to Executive Directors on vesting of existing awards are subject to a holding period of two years. Certain shares in the capital of the Company which were issued around closing of the ECP transaction or which will be issued: (i) following vesting of awards that have been granted to ECP employees; or (ii) following exercise of rights to exchange limited partnership units for Company shares, are subject to various lock-up provisions, the longest of which extends to 20 August 2029, being the fifth anniversary of closing of the transaction. Further details are set out in the circular in respect of the ECP transaction dated 2 October 2023. Save as described above and within this Directors' report, the Company is not aware of any agreements between holders of its securities that may restrict the transfer of shares or exercise of voting rights. ## Authority to purchase own shares At the annual general meeting held on 15 May 2025, shareholders passed a special resolution to authorise the Company, subject to certain conditions, to purchase on the market a maximum of 82,393,098 ordinary shares, representing approximately 10% of the Company's issued ordinary share capital. As at 25 March 2026, 3,629,128 shares have been purchased under this authority, and the authority will expire at the conclusion of the 2026 AGM or, if earlier, at the close of business on 31 July 2026. The Directors are seeking the renewal of this authority at the 2026 AGM. --- 117 Bridgepoint Group – 2025 Annual Report & Accounts Governance ## Employee benefit trust The Company has established an employee benefit trust (“EBT”) to hold and acquire shares for the potential benefit of employees. Pursuant to the terms of the EBT, the trustee is required to refrain from exercising any voting rights attached to shares held by it, unless the Company directs otherwise. ## Dividend waiver A dividend waiver has been given by the trustee of the EBT in respect of all dividends payable by the Company on shares which it holds in trust. ## Powers of Directors and Director appointments The Directors manage the business and affairs of the Company and may exercise all powers of the Company other than those that are required by applicable legislation or by the Articles to be exercised by the Company in general meeting. The appointment and replacement of Directors is governed by the Company’s Articles, the Companies Act 2006 and other applicable legislation. The Directors may appoint any person to be a Director so long as the total number of Directors does not exceed the limit prescribed in the Articles (the maximum number of Directors under the Articles is 20, save that the Company may vary this maximum from time to time by ordinary resolution). The Articles provide that the Company may, by ordinary resolution at a general meeting, appoint any person to act as a Director, provided that such person is recommended by the Directors, or the Company has received from the person confirmation in writing, no later than seven days before the relevant general meeting, of that person’s willingness to be elected as a Director. The Company may, by ordinary resolution (of which special notice has been given), remove any Director from office. The Articles also set out the circumstances in which a person shall cease to be a Director. The Articles require that at each annual general meeting each person who is then a Director shall retire from office. A Director who retires at an annual general meeting shall be eligible for re-election by shareholders. The Board considers all Directors to be effective and committed to their roles, and to have sufficient time to perform their duties. All Directors are required to seek the prior approval of the Board before taking on any significant external appointments. ## Articles The Articles may only be amended by special resolution at a general meeting of shareholders. ## Change of control There are no significant agreements to which the Group is a party that take effect, alter or terminate upon a change of control of the Group, other than the following: - the governing documents of various funds (including the flagship Bridgepoint Europe and ECP funds) include change of control provisions typically triggered by either a person (or group of affiliated persons) acquiring more than 50% of voting rights in the Group, or personnel/former personnel (and their related parties) ceasing to hold a certain percentage of the entitlement to carried interest in the relevant fund, in each case as applicable to the relevant fund. In such circumstances, the governing documents allow for cure periods and/or consultation processes, but in the absence of resolution the relevant fund may have its investment period suspended or the fund may be dissolved; - the revolving facilities agreement and note purchase agreement entered into by the Group each include change of control provisions whereby on a change of control each lender or noteholder as relevant shall be entitled to issue a prepayment notice requiring the Group to prepay amounts payable to them under such agreements, and where relevant cancelling any undrawn commitments provided by such lender; - awards under the Group’s Deferred Annual Bonus Plan generally vest in full (to the extent not already vested) on a change of control of the Company; and - awards under the Group’s Long-Term Incentive Plan and All Employee Share Plan generally vest upon a change of control, subject to the extent to which the performance conditions have been satisfied at the time and time pro-rating unless and to the extent that the Remuneration Committee disapplies or reduces time pro-rating. There are no agreements between the Group and its Directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid, apart from the usual provisions for payment in lieu of notice. By order of the Board **David Plant** Group Company Secretary Bridgepoint Group plc Company number: 11443992 --- 118 Bridgepoint Group – 2025 Annual Report & Accounts Governance # Statement of Directors’ responsibilities The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and Company financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. Additionally, the FCA’s Disclosure Guidance and Transparency Rules require the Directors to prepare the Group financial statements in accordance with international financial reporting standards adopted in the United Kingdom. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable, relevant, reliable and prudent; - for the Group financial statements, state whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards as adopted in the United Kingdom; - for the Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the Company financial statements; - assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and - use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 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. The Directors are also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and the Company’s position and performance, business model and strategy. Each of the Directors, whose names and functions are listed on pages 81 to 85, confirm that, to the best of their knowledge: - the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidated Group taken as a whole; and - the Strategic Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidated Group taken as a whole, together with a description of the principal risks and uncertainties that they face. In accordance with Section 418 of the Companies Act 2006, the Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and the Directors have taken all steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. The Board has conducted a review of the effectiveness of the Group’s systems of risk management and internal controls including financial, operational and compliance controls, for the year ended 31 December 2025. In the opinion of the Board, the Company has complied with the internal control requirements of the Corporate Governance Code throughout the year, maintaining an ongoing process for identifying, evaluating and minimising risk. By order of the Board **Ruth Prior** Group Chief Financial Officer --- 119 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements # Independent auditor’s report to the members of Bridgepoint Group plc ## Opinion We have audited the financial statements of Bridgepoint Group plc (the ‘Parent Company’) and its subsidiaries (together the ‘Group’) for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated and Company Statement of Cash Flows, and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. In our opinion, the financial statements: - give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended; - have been properly prepared in accordance with UK-adopted international accounting standards and as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006; 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 Standards on Auditing (UK) (ISAs (UK)) and applicable 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 are independent of the Group and the Parent 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 listed entities and public interest entities and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## 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 audit procedures to evaluate the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going concern basis of accounting included but were not limited to: - undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern; - obtaining an understanding of the relevant controls relating to the Directors’ going concern assessment; - making enquiries of the Directors to understand the period of assessment considered by them, the assumptions they considered and the implication of those when assessing the Group’s and the Parent Company’s future financial performance; - identifying and testing key assumptions within the going concern assessment; - testing the mechanical and arithmetical accuracy of the model used to prepare the Group’s cash flow forecasts; - considering the consistency of Management’s forecasts with other areas of the audit; - obtaining an understanding of the financing facilities available to the Group and reviewing the compliance with related covenants; - assessing the sensitivity of the forecasts and conclusions to key assumptions including critically reviewing stressed scenarios; - assessing the appropriateness of risk factors disclosed in the Group’s going concern statement by comparison to the understanding gained in our audit procedures; and - reviewing the disclosures included in the annual report in order to assess whether the disclosures are 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 Group’s and the Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. In relation to Bridgepoint Group plc’s reporting on how it has applied the UK Corporate Governance Code, we have 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. --- 188 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements # Notes to the consolidated and Company financial statements continued ## 24 Equity ### (a) Share capital and premium Allotted, called up and fully paid shares | | Company | | | | | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | | No. | £ | No. | £ | | Ordinary of £0.00005 each | 849,336,269 | 42,467 | 823,930,986 | 41,197 | | Deferred of £81 each | 500 | 40,500 | 500 | 40,500 | | Deferred of £1 each | 1 | 1 | 1 | 1 | | Deferred of £0.01 each | 1 | 0.01 | 1 | 0.01 | | **Total** | **849,336,771** | **82,968** | **823,931,488** | **81,698** | Share capital represents the number of ordinary shares issued in the capital of the Company multiplied by their nominal value of £0.00005 each. Share premium substantially represents the aggregate of all amounts that have ever been paid above nominal value to the Company when it has issued ordinary shares. The holders of the ordinary shares have the right to receive notice of and to attend and vote at any general meeting of the Company. The shares have one vote per share on a resolution. Each ordinary share is eligible for ordinary course dividends and distributions on a liquidation, and is generally entitled to participate in a return of capital, in each case subject to the provisions set out in the Articles of the Company. Deferred shares have no rights other than the right to receive their nominal value in a liquidation after all other shares have received £1.0m per share. ### (b) Own shares Own shares are recorded by the Group when ordinary shares are acquired by the Company and they are deducted from shareholders' equity. The Company held 171,096 ordinary shares and 501 deferred shares (2024: 171,096 ordinary shares; 501 deferred shares) within retained earnings as at 31 December 2025 at a cost of nil (2024: nil). ### (c) Other reserves The following table provides a breakdown of the reserves that are included in the Group and the Company's other reserves. | | Group | | Company | | | --- | --- | --- | --- | --- | | | 2025 £ m | 2024 £ m | 2025 £ m | 2024 £ m | | Cash flow hedge reserve | 1.3 | 14.7 | – | – | | Net exchange differences reserve | (6.6) | 16.6 | – | – | | Share-based payment reserve | 71.0 | 19.8 | 86.0 | 25.3 | | Merger reserve | – | – | 571.4 | 571.4 | | Capital redemption reserve | 0.0 | 0.0 | 0.0 | 0.0 | | **Total** | **65.7** | **51.1** | **657.4** | **596.7** | #### i) Cash flow hedge reserve Hedge reserves consist of the cash flow hedge reserve and the costs of hedging reserve reflecting items such as the change in fair value related to forward points-basis adjustment. The cash flow hedge reserve is used to recognise the effective portion of gains or losses on foreign exchange forward contracts that are designated and qualify as cash flow hedges, as described in note 21 (b). #### ii) Net exchange differences reserve Other comprehensive income reported in the net exchange differences reserve comprises the net foreign exchange gains and losses on the translation of foreign operations. #### iii) Share-based payment reserve The share-based payment reserve relates to the accumulated expense from the recognition of equity-settled share-based payments to employees. --- 189 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements During the year, a £4.0m (2024: £16.2m) transfer was made between share-based payment reserve and retained earnings which related to the full vesting of the LTIP and A3 share award. #### iv) Merger reserve The merger reserve relates to the fair value of shares issued by the Company as part of the restructuring ahead of the Company's IPO in 2021 at fair value. #### v) Capital redemption reserve On 2 October 2023, the Company announced a buyback programme of up to £50.0m that commenced on 12 October 2023. During the year, a total of 0.4m ordinary shares within this buyback programme were bought back and cancelled for £1.3m. On 2 June 2025, the Company announced the reintroduction of a share buyback programme of up to £50.0m. The Buyback Programme commenced on 2 June 2025 and following announcement in these results, has been extended and is expected to complete on or before 31 May 2027. During the year, a total of 1.0m ordinary shares within this second buyback programme were bought back and cancelled for £2.8m. During the financial year, the Group had a total cash outflow of £4.1m (2024: £9.8m) relating to share buybacks. #### (d) Non-controlling interests Non-controlling interests arise when the Group does not own all of a subsidiary, but the Group retains control. Financial information for subsidiary entities or groups that have material non-controlling interests is provided below: | At 31 December | Proportion of economic interest held by non-controlling interests | | Profit/(loss) allocated to non-controlling interests | | Carrying value of non-controlling interests | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 % | 2024 % | 2025 £ m | 2024 £ m | 2025 £ m | (Restated) 2024 £ m | | Bridgepoint OP LP | 12.5 % | 15.0 % | 10.0 | 4.0 | 147.5 | 175.3 | | Bridgepoint European CLO Management I SCSp | 31.8 % | 31.8 % | 5.2 | 0.3 | 45.2 | 32.8 | | | | | 15.2 | 4.3 | 192.7 | 208.1 | #### i) ECP Transaction The Group completed the acquisition of ECP in 2024. In accordance with the purchase and sale agreement, the ECP vendors received partnership units which are economically equivalent to the Company's ordinary shares and may be ultimately exchanged for the shares on a one-for-one basis. Upon completion, partnership units held by the ECP vendors (other than the Group and its affiliates) represented 18.0% of the total interests in Bridgepoint OP LP at the acquisition date. The non-controlling interest percentage reduced to 15.0% at 31 December 2024 and to 12.5% at 31 December 2025 due to the exchange of a number of the units for Company shares. The Group elected to measure the non-controlling interests at their proportionate share of the net assets of the combined Group. The non-controlling interests arise in Bridgepoint OP LP, which is the principal holding vehicle for the combined Group's operating activities. Bridgepoint OP LP holds substantially all of the assets and liabilities of the consolidated Group and, accordingly, the Group's consolidated statements of financial position profit and loss and cash flows are not materially different from the consolidated financial information of Bridgepoint OP LP. Accordingly, the Directors consider that the consolidated financial statements provide the relevant summarised financial information for the subsidiary giving rise to the non-controlling interests. | | 2025 £ m | | --- | --- | | **Summarised financial information attributable to non-controlling interests (ECP transaction)** | | | Profit for the year attributable to non-controlling interests | 10.0 | | Total comprehensive income for the year attributable to non-controlling interests | (4.6) | | Dividend equivalents paid to non-controlling interests in the year | (13.6) | Dividend equivalents are paid to holders of partnership units on a basis intended to be economically equivalent to dividends on the Company's ordinary shares. During 2025, a number of partnership units were exchanged for Company shares, reducing the non-controlling interest percentage to 12.5% at 31 December 2025 (2024: 15.0%). The carrying value in 2024 has been restated to reflect an adjustment to final working capital, resulting in a £0.3m increase in the non-controlling interest held by the ECP vendor. Further details are set out in note 4. --- 190 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements # Notes to the consolidated and Company financial statements continued In February 2026, additional partnership units were exchanged for Company shares, resulting in the non-controlling interest percentage decreasing to 9.4%. ## ii) Disposal of interest in BCLO Credit Investments I S.à r.l. In 2024 a subsidiary of the Company, Bridgepoint Credit Holdings Limited (“BCHL”), entered into a subscription agreement with Bridgepoint European CLO Management I SCSp (the “Partnership”) to subscribe for a limited partnership interest in the Partnership. The limited partnership interest was issued in consideration for the contribution by BCHL of: (i) shares held by it to the Partnership; and (ii) asset-linked notes to the Partnership. At the same time, an external investor also made a commitment to the Partnership, representing a limited partnership interest of £32.5m or 31.8% with the residual 68.2% owned by the Group. The transaction is viewed as a partial disposal of a fully owned subsidiary without losing control under IFRS 10. The transfer of the external investor’s own commitments and BCHL’s asset-linked notes and shares into the Partnership resulted in the non-controlling interest in the Partnership of 31.8% at 31 December 2025 with a carrying value of £45.2m (2024: 31.8% and £32.8m). | | 2025 £ m | | --- | --- | | **Summarised financial information attributable to non-controlling interests (Partnership restructure)** | | | Profit for the year attributable to non-controlling interests | 5.2 | | Total comprehensive income for the year attributable to non-controlling interests | 2.0 | | Dividends paid to non-controlling interests in the year | – | ## 25 Dividends and dividend equivalents The Company paid a final dividend of 4.6 pence per share, which equated to £38.6m, in May 2025 in respect of the second half of 2024. In addition, £6.7m of dividend equivalents were paid to non-controlling interest holders in May 2025 in respect of the second half of 2024. An interim dividend of 4.7 pence per share, which equated to £39.5m, was paid to shareholders in October 2025 in respect of the first half of 2025. In addition, £6.9m of dividend equivalents were paid to non-controlling interest holders in October 2025 in respect of the first half of 2025. The Directors have proposed a final dividend of 4.7 pence per share, to be paid in May 2026 to shareholders on the register as at 24 April 2026. This equates to £41.2m, based on the number of shares in issue at 31 December 2025, subject to the share buyback programme, plus dividend equivalents paid to non-controlling interests estimated to be £5.0m. | Ordinary dividends and dividend equivalents | 2025 | | 2024 | | | --- | --- | --- | --- | --- | | | £ m | Pence per share | £ m | Pence per share | | Proposed final dividends and dividend equivalents | 46.2 | 4.7 | 45.3 | 4.6 | | Interim dividends and dividend equivalents | 46.4 | 4.7 | 45.2 | 4.6 | --- 191 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements ## 26 Cash flow information ### (a) Cash generated from operations | | Group | | Company | | | --- | --- | --- | --- | --- | | | 2025 £ m | 2024 £ m | 2025 £ m | 2024 £ m | | Profit/(loss) before tax | **85.7** | 80.7 | **75.4** | 327.6 | | **Adjustments for:** | | | | | | Dividend income | – | – | **(76.7)** | (325.7) | | Share-based payments (exceptional) | **60.1** | 32.4 | – | – | | Share-based payments (non-exceptional) | **4.7** | 6.2 | – | – | | Management and other fees adjustment | **(3.0)** | – | – | – | | Depreciation and amortisation expense | **67.9** | 36.2 | – | – | | Net other finance and other income or expenses | **87.0** | 17.0 | **(0.2)** | (4.3) | | Carried interest | **(57.9)** | (59.1) | – | – | | Fair value remeasurement of investments | **(146.8)** | (38.8) | – | – | | Net foreign exchange losses/(gains) | **3.8** | 12.3 | **1.5** | 3.0 | | (Increase)/decrease in trade and other receivables | **10.5** | (6.9) | **(9.2)** | (5.8) | | Increase/(decrease) in trade and other payables | **27.6** | (67.7) | **12.8** | (71.7) | | **Cash generated from operations** | **139.6** | 12.3 | **3.6** | (76.9) | ### (b) Cash outflows from leases | | Group | | | --- | --- | --- | | | 2025 £ m | 2024 £ m | | Financing | **16.5** | 18.5 | | Operating | **0.4** | 0.2 | | **Cash outflows from leases** | **16.9** | 18.7 | The Company has nil leases (2024: nil). ### (c) Reconciliation of liabilities arising from financing activities | | 1 January 2025 £ m | Cash Flows £ m | Net additions/ (disposals) £ m | Fair value movements £ m | Foreign exchange movements £ m | 31 December 2025 £ m | | --- | --- | --- | --- | --- | --- | --- | | Borrowings | **485.3** | – | – | – | **(34.1)** | **451.2** | | Fair value of consolidated CLO liabilities | **1,696.2** | **811.0** | – | **(11.9)** | **92.5** | **2,587.8** | | Lease liabilities | **87.9** | **(12.5)** | **22.2** | – | **(1.0)** | **96.6** | | **Total** | **2,269.4** | **798.5** | **22.2** | **(11.9)** | **57.4** | **3,135.6** | | | 1 January 2024 £ m | Cash Flows £ m | Net additions/ (disposals) £ m | Fair value movements £ m | Foreign exchange movements £ m | 31 December 2024 £ m | | --- | --- | --- | --- | --- | --- | --- | | Borrowings | – | 293.3 | 172.6 | – | 19.4 | 485.3 | | Fair value of consolidated CLO liabilities | 1,152.0 | 607.7 | (11.4) | 0.8 | (52.9) | 1,696.2 | | Lease liabilities | 81.6 | (18.5) | 24.8 | – | – | 87.9 | | **Total** | **1,233.6** | **882.5** | **186.0** | **0.8** | **(33.5)** | **2,269.4** | The Company has nil borrowings or lease liabilities (2024: nil). --- 192 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements # Notes to the consolidated and Company financial statements continued ## 27 Related party transactions ### (a) Key management compensation The Directors are considered to represent the key management of the Group. The compensation paid or payable to the key management is set out in the table below, including amounts payable after they ceased to be Directors but continued to be key management personnel of the Group, where applicable. | | Group | | | --- | --- | --- | | | 2025 £ m | 2024 £ m | | Salary, bonus and other benefits | 5.7 | 4.7 | | **Total** | **5.7** | **4.7** | Further information on the remuneration of the Directors can be found in the Remuneration Report on page 103. ### (b) Directors' emoluments The Directors of the Company were remunerated by the Group as set out below. The aggregate value of remuneration expenses in relation to pensions and share-based payments was less than £0.7m. | | Group | | | --- | --- | --- | | | 2025 £ m | 2024 £ m | | Salary, bonus and other benefits | 5.7 | 5.3 | | **Total** | **5.7** | **5.3** | ### (c) Transactions with Directors In 2025, two Directors of the Company were granted conditional share awards over 455,372 shares, valued at £3.34 per share, with a total fair value of £1.5m. These awards will vest on 31 March 2028. In 2024, a Director of the Company was granted a conditional share award over 326,672 shares, valued at £2.60 per share, with a total fair value of £0.9m, vesting on 31 March 2027. As outlined in the Directors' Remuneration Policy, Executive Directors' bonus amounts in excess of 25% of salary are subject to 50% deferral into shares, which will vest after three years. During the year, 278,020 shares were awarded under this deferral arrangement, valued at £3.34 per share, with a total fair value of £0.9m (2024: nil), vesting on 31 March 2028. ### (d) Carried interest and co-investment Fund investors expect certain members of the Group's senior executive management to invest in carried interest and co-investment in the funds managed by the Group to demonstrate alignment of interest, and as such the Executive Directors of the Company have made significant personal commitments from their own resources to some of these funds. The funds and relevant CIPs, intermediate holding companies or GPs (which are entitled to the carry) are not consolidated by the Group but are related parties. The returns (in the form of investment income and capital appreciation) are fully dependent on the performance of the relevant fund and its underlying investments. The Directors of the Company at 31 December 2025 have committed amounts from their personal resources across multiple funds totalling £10.0m (2024: £7.2m). ### (e) Transactions with funds The funds are related parties of the Group. Amounts received as fees, from reimbursement of expenses paid on behalf of, the funds during the year are shown in the table below, along with the amounts receivable at year end. | | Group | | | --- | --- | --- | | | 2025 £ m | 2024 £ m | | Amounts received from funds | 360.9 | 311.0 | | Amounts receivable from funds | 27.0 | 31.8 | | Amounts paid on behalf of the funds | 5.5 | 20.3 | --- 193 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements ## 28 Parent and ultimate controlling party The Company is owned by a number of natural persons and corporate entities, none of whom owns more than 20% of the issued share capital of the Company. Accordingly, there is no parent entity nor ultimate controlling party. ## 29 Subsidiaries and interests in other entities The Group consists of the Company and entities controlled by the Company. This note sets out those subsidiary entities owned by the Company and that are consolidated, those which are not, and those structured entities which are consolidated in the financial statements. | | Company | | | --- | --- | --- | | | 2025 £ m | 2024 £ m | | Balance as at 1 January | **1,375.0** | 1,026.9 | | Increase in investment in subsidiary and other Group affiliates | **135.0** | 348.1 | | **At 31 December** | **1,510.0** | 1,375.0 | The additions in 2025 primarily arise from equity settled share awards granted during the year. Further details are set out in note 7. ### (a) List of subsidiaries The table below shows details of subsidiaries owned directly or indirectly by the Company as at 31 December 2025 and its ownership interest in each entity. The registered office of each subsidiary is referenced to a table below the list of subsidiaries. All subsidiaries operate in the countries where they are registered or incorporated and are stated in the accounts at cost less, where appropriate, provision for impairment. | Name of subsidiary | Ref | Country of incorporation | Principal activity | Share class | Company's proportion of ownership interest | | --- | --- | --- | --- | --- | --- | | 101 Investments (GP) Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | Atlantic GP 1 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | Atlantic GP 2 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | Atlantic GP LLP | 2 | UK | General Partner | N/A | – | | BBTPS GP Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BBTPS FP GP Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BBTPS Nominees Limited | 1 | UK | Nominee company | Ordinary shares | 87.5% | | BC II FP Limited | 1 | UK | Dormant entity | Ordinary shares | 87.5% | | BC II FP SGP Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BC GP 1 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BC GP 2 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BC II GP LLP | 2 | UK | General Partner | N/A | – | | BC II GP LP | 2 | UK | General Partner | N/A | – | | BC II MLP Limited | 1 | UK | Managing Limited Partner | Ordinary shares | 87.5% | | BC MLP UK Limited | 1 | UK | Managing Limited Partner | Ordinary shares | 87.5% | | BC SMA Carry GP S.à r.l. | 3 | Luxembourg | General Partner | Ordinary shares | 87.5% | | BC SMA II Carry GP LLP | 2 | UK | General Partner | N/A | – | | BC SMA II FP Limited | 1 | UK | Limited Partner | Ordinary shares | 87.5% | | BCLO Credit Investments I S.à r.l. | 3 | Luxembourg | CLO management company | Ordinary shares | 87.5% | | BCO II Carry GP LLP | 2 | UK | General Partner | N/A | – | | BCO III Carry GP LLP | 2 | UK | General Partner | N/A | – | | BCO IV Carry GP LLP | 2 | UK | General Partner | N/A | – | | BCO IV LORAC Limited | 1 | UK | Dormant entity | Ordinary shares | 87.5% | | BCO V Carry GP LLP | 1 | UK | General Partner | N/A | – | --- 194 Bridgepoint Group – 2025 Annual Report & Accounts Financial Statements ## Notes to the consolidated and Company financial statements continued | Name of subsidiary | Ref | Country of incorporation | Principal activity | Share class | Company's proportion of ownership interest | | --- | --- | --- | --- | --- | --- | | BDC GP LP | 2 | UK | General Partner | N/A | – | | BDC II (SGP) Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BDC II FP GP Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BDC II GP LP | 2 | UK | General Partner | N/A | – | | BDC II Limited | 1 | UK | Limited Partner | Ordinary shares | 87.5% | | BDC II Nominees Limited | 1 | UK | Nominee company | Ordinary shares | 87.5% | | BDC III GP 1 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDC III GP 2 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDC III GP LLP | 1 | UK | General Partner | N/A | – | | BDC III Limited | 1 | UK | Limited Partner | Ordinary shares | 87.5% | | BDC III Nominees Limited | 1 | UK | Nominee company | Ordinary shares | 87.5% | | BDC III SFP GP Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BDC IV Nominees Limited | 1 | UK | Nominee company | Ordinary shares | 87.5% | | BDC IV Limited | 1 | UK | Dormant entity | Ordinary shares | 87.5% | | BDC GP 1 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDC IV GP 2 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDC IV MLP Limited | 1 | UK | Managing Limited Partner | Ordinary shares | 87.5% | | BDC IV Finance 1 Limited | 1 | UK | Limited Partner | Ordinary shares | 87.5% | | BDC IV Finance GP LLP | 1 | UK | General Partner | N/A | – | | BDC IV GP LLP | 2 | UK | General Partner | N/A | – | | BDC IV GP LP | 2 | UK | General Partner | N/A | – | | BDC IV SFP GP Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BDC V GP LLP | 1 | UK | General Partner | N/A | – | | BDC V MLP Limited | 1 | UK | Managing Limited Partner | Ordinary shares | 87.5% | | BDC V GP SCSp | 3 | Luxembourg | General Partner | N/A | – | | BDC V GP 2 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDC V SLP GP Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDC Special 1 Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BDC Special 2 Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BDC Special GP LLP | 2 | UK | General Partner | N/A | – | | BDCP II (Nominees) Limited | 1 | UK | Nominee company | Ordinary shares | 87.5% | | BDCP II GP 1 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDCP II GP 2 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% | | BDCP II GP LLP | 2 | UK | General Partner | N/A | – | | BDCP II GP LP | 2 | UK | General Partner | N/A | – | | BDCP II Limited | 1 | UK | Dormant entity | Ordinary shares | 87.5% | | BDCP II MLP Limited | 1 | UK | Managing Limited Partner | Ordinary shares | 87.5% | | BDCP II SFP GP Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BDL I Carry GP LLP | 2 | UK | General Partner | N/A | – | | BDL II Carry GP Sà r.l. | 3 | Luxembourg | General Partner | Ordinary shares | 87.5% | | BDL III Carry GP LLP | 2 | UK | General Partner | N/A | – | | BDL III LORAC Limited | 1 | UK | Dormant entity | Ordinary shares | 87.5% | | BEP IV (Nominees) Limited | 1 | UK | Nominee company | Ordinary shares | 87.5% | | BDL IV Carry GP LLP | 2 | UK | General Partner | N/A | – | | BEP IV FP Limited | 1 | UK | Limited Partner | Ordinary shares | 87.5% | | BEP IV FP SGP Limited | 2 | UK | General Partner | Ordinary shares | 87.5% | | BEP IV GP 2 Limited | 1 | UK | General Partner | Ordinary shares | 87.5% |