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

14 May 2026

3i Group plc announces results for the year

to 31 March 2026 and share buyback programme

3i delivered another strong result in FY2026

Financial highlights

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

ENDS

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

Notes to editors

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

Notes to the announcement of the results

Note 1

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

Note 2

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

Note 3

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

Note 4

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

Chair's statement

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

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

Performance and market environment

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

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

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

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

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

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

Dividend

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

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

Board and people

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

Chief Executive's statement

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

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

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

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

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

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

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

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

Private Equity performance

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

Long-term hold portfolio companies

Action

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

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

Action 2025 financial performance

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

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

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

Action store expansion and distribution network

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

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

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

3i Group transaction activity with Action

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

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

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

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

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

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

3i Group valuation of Action

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

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

Action financial performance in the first three periods of 2026

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

Royal Sanders

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

Private Equity portfolio companies

Consumer and private label portfolio companies

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

Healthcare portfolio companies

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

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

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

Industrial portfolio companies

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

Services and software portfolio companies

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

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

Private Equity realisations

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

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

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

Infrastructure performance

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

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

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

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

Scandlines performance

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

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

Sustainability

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

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

Charitable donations

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

Balance sheet and foreign exchange movement

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

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

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

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

3i share price volatility

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

Outlook

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

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

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

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

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

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

Simon Borrows

Chief Executive
13 May 2026

Private Equity

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

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

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

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

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

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

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

Investment and realisation activity

Long-term hold portfolio companies

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

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

In October 2025, Action raised €1.6 billion of total incremental term loan debt across the US and European loan markets. Using the net proceeds from this debt raise alongside some of its cash, Action subsequently completed a €1.74 billion capital restructuring with a pro-rata redemption of shares, resulting in a distribution of £944 million of gross proceeds to 3i. Alongside a number of existing LPs in the 2020 Co-Investment Programme, 3i took the opportunity to acquire further shares in Action, reinvesting £755 million.

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

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

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

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

Private Equity portfolio

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

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

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

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

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

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

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

Long-term hold portfolio companies:

Action

Action run-rate earnings

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

Action valuation multiple

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

Action net debt

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

Action valuation

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

1 Includes a normalised one-off expense of €26 million, related principally to a payment to eligible Action employees in June 2025 to mark Action's 3,000th store opening.

Table 2: Action financial metrics

Royal Sanders

Royal Sanders bolt-on activity in FY2026

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

Royal Sanders performance and valuation

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

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

Services and software portfolio companies

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

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

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

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

Overall Private Equity performance

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

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

Multiple movements

When selecting multiples to value our portfolio companies, we take a long-term, through-the-cycle approach and consider a number of factors including recent performance, outlook and bolt-on activity, comparable recent market transactions and exit plans, and the performance of quoted comparable companies. At each reporting date, our valuation multiples are considered as part of a robust valuation process which includes independent challenge throughout, including from our external auditor, culminating in the quarterly Valuations Committee of the Board.

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

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

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

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

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

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

Leverage

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

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

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

Table 5: Ratio of net debt to adjusted earnings1

Quoted portfolio

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

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

Sum of the parts

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

Assets under management

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

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

Infrastructure

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

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

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

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

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

3iN and European managed funds

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

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

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

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

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

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

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

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

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

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

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

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

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

North American Infrastructure

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

NAIF

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

Assets under management

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

Financial review

Table 10: Total return for the year to 31 March

Operating cash profit

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

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

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

Carried interest and performance fees

We receive carried interest and performance fees from third-party funds and 3iN. We also pay carried interest and performance fees to participants in plans relating to returns from investments. These are received and/or paid subject to meeting certain performance conditions and when cash proceeds have been received following a realisation, refinancing event or other cash distribution and performance hurdles are passed in cash terms. Due to the passage of time between investment and realisation, the schemes are usually active for a number of years and their participants include both current and previous employees of 3i. In Private Equity (excluding the long-term hold assets), we typically accrue net carried interest payable of c.10-12% of the relevant carry vintages' GIR, once the performance hurdle is achieved, based on the assumption that all investments are realised at their balance sheet value. We no longer accrue carried interest payable on Action. Carried interest payable associated with Action was crystallised and paid in previous years.

The overall performance of the Private Equity portfolio resulted in a £47 million increase in the carried interest payable expense.

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

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

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

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

Net foreign exchange movements

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

At 31 March 2026, the notional value of the Group's forward foreign exchange contracts was €3.0 billion and $1.2 billion. The €3.0 billion includes the €600 million notional value of the forward foreign exchange contracts related to the Scandlines hedging programme. 

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

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

Tax

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

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

Pension

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

Balance sheet and liquidity

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

During the year, we refinanced the Group's existing £900 million RCF with a new five-year £1.2 billion RCF at improved pricing. The new RCF provides the Group with additional financial flexibility at low cost until July 2030, with extension options to July 2032. The RCF continues to have no financial covenants.

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

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

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

Table 16: Simplified consolidated balance sheet at 31 March

3i Group plc share issuance

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

Going concern

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

Dividend

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

Background to Investment basis financial statements

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

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

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

Reconciliation of Investment basis and IFRS

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

Reconciliation of Investment basis and IFRS

Reconciliation of consolidated statement of comprehensive income

for the year to 31 March

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

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

Reconciliation of consolidated statement of financial position

as at 31 March

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

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

Reconciliation of consolidated cash flow statement

for the year to 31 March

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

Notes to the Reconciliation of consolidated cash flow statement above:

Alternative Performance Measures ("APMs")

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