ANNUAL REPORT
AND ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2024
TABLE OF CONTENTS
1. Strategic Report 4
Pollen Street at a Glance 5
Key Figures 6
Chair’s Statement 8
CEO Report 10
Private Equity Strategy 14
Private Credit Strategy 16
CFO Report 18
Responsible Investing 24
Climate-Related Risk Management –Task Force on 32
Climate-Related Financial Disclosures (“TCFD”)
Stakeholder Engagement & Section 172 Statement 47
Business Review 52
Risk Management 54
2. Corporate Governance Report 63
Board of Directors 64
Directors’ Report 66
Corporate Governance Statement 71
Report of the Audit Committee 82
Report of the Risk Committee 88
Report of the Nomination Committee 90
Directors’ Remuneration Report 94
Annual Report on Remuneration 98
Directors’ Responsibilities for the Financial Statements 108
Independent auditors’ report to the members 110
of Pollen Street Group Limited
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3. Financial Statements 120
Consolidated Statement of Profit or Loss and Other Comprehensive Income 121
Company Statement of Profit or Loss and Other Comprehensive Income 122
Consolidated Statement of Financial Position 123
Company Statement of Financial Position 124
Consolidated Statement of Changes in Shareholders’ Funds 125
Company Statement of Changes in Shareholders’ Funds 126
Consolidated Statement of Cash Flows 127
Company Statement of Cash Flows 128
Notes to the Financial Statements 129
4. Shareholders’ Information 194
5. Definitions and Reconciliation to Alternative 198
Performance Measures
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Strategic
Report
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ABOUT THE POLLEN STREET BUSINESS
Pollen Street Group Limited (the “Company”
and together with its subsidiaries the “Group” or
“Pollen Street”) is an alternative asset manager
dedicated to investing within the financial and
business services sectors across both Private Equity
and Private Credit strategies. The business was
founded in 2013 and has consistently delivered
top tier returns alongside growing assets under
management (“AuM”).
Pollen Street benefits from a complementary set of
asset management activities focused on managing
third-party AuM (the “Asset Manager”) together
with on-balance sheet investments (the “Investment
Company”).
The Asset Manager raises capital from top tier
investors and deploys it into its Private Equity and
Private Credit strategies. The strong recurring
revenues from this business enable us to deliver
scalable growth.
The Investment Company invests in the strategies of
the Group delivering attractive risk adjusted returns
aligned with our Limited Partner investors. The
portfolio consists of both direct investments and
investments in Private Equity and Private Credit funds
managed by Pollen Street.
Further information on the Pollen Street business can
be found on the Group’s website.
BACKGROUND & BASIS OF PREPARATION
Pollen Street Group Limited was established on
24 December 2021, in Guernsey. On 24 January
2024, the Company became the immediate and
ultimate parent of Pollen Street Limited (previously
Pollen Street plc) by way of a scheme of arrangement
pursuant to Part 26 of the UK Companies Act 2006
(the “Scheme”). On 14 February 2024, Pollen Street
Limited distributed the entire issued share capital
of Pollen Street Capital Holdings Limited to the
Company, this is referred to as the “Distribution”.
The Scheme and the Distribution are together referred
to as the “Reorganisation”. TheReorganisation is a
capital reorganisation and has been accounted for
using the book-value method. This method applies
retrospectively, meaning that the Annual Report
and Accounts are restated as if the Reorganisation
had occurred at the beginning of the earliest period
presented, i.e. from 1 January 2023. Furtherinformation
on the Reorganisation is provided in Note 4 to the
Financial Statements.
The prior year comparatives are unaudited for
Pollen Street Group Limited. They are based on the
audited consolidated financial statements for Pollen
Street Limited as set out in the Pollen Street Limited
Annual Report and Accounts for the year ended
31December 2023 and the audited Pollen Street
Group Limited financial statements for the year
ended 31December 2023 as set out in the Pollen
Street Group Limited Annual Report and Accounts
for the year ended 31 December 2023.
POLLEN STREET
AT A GLANCE
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TOTAL AUM
(£ BILLION)
TOTAL INCOME
(£ MILLION)
FEE-PAYING AUM
(£ BILLION)
PROFIT AFTER TAX: £49.6 MILLION
(2023: £39.9 MILLION, 2022: £26.4 MILLION)
1
See Section 5, page 198, for the definition of terms and the reconciliation to Alternative Performance Measures (“APM”). APMs are not audited.
Compound Annual Growth Rate (“CAGR”) is calculated over a three-year period from 2022 to 2024. The 2022 comparatives are stated as if the
Combination between Pollen Street Limited and Pollen Street Capital Holdings Limited occurred on 1 January 2022. The Operating Loss for the
Central segment of £0.8 million (2023: £1.6 million, 2022: £3.9 million), includes exceptional items and start-up losses of the US business (2023 only)
and amortisation of intangibles.
2022 2023 2024
1.8
1.6
3.4
1.9
5.4
2.6
1.6
4.2
3.5
Private Equity
Credit
TOTAL AUM (£ BILLION)
27%
11%
40%
CAGR
2022 2023 2024
1.1
1.4
2.5
1.4
4.0
2.0
1.4
3.4
2.6
Private Equity
Credit
FEE-PAYING AUM (£ BILLION)
27%
2%
52%
CAGR
2022 2023 2024
90.9
103.2
118.4
TOTAL INCOME (£ MILLION)
14%
CAGR
KEY FIGURES
1
2022 2023 2024
1.8
1.6
3.4
1.9
5.4
2.6
1.6
4.2
3.5
Private Equity
Credit
TOTAL AUM (£ BILLION)
27%
11%
40%
CAGR
2022 2023 2024
1.1
1.4
2.5
1.4
4.0
2.0
1.4
3.4
2.6
Private Equity
Credit
FEE-PAYING AUM (£ BILLION)
27%
2%
52%
CAGR
OPERATING PROFIT
(£ MILLION)
2022 2023 2024
28.3
2.9
27.3
27.2
58.2
30.2
15.9
44.5
31.8
Investment Company Asset Manager
OPERATING PROFIT (£ MILLION)
46%
204%
6%
CAGR
(3.9)
(1.6)
(0.8)
2022 2023 2024
28.3
2.9
27.3
27.2
58.2
30.2
15.9
44.5
31.8
Investment Company Asset Manager
OPERATING PROFIT (£ MILLION)
46%
204%
6%
CAGR
(3.9)
(1.6)
(0.8)
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EARNINGS PER SHARE
(PENCE)
DIVIDENDS DECLARED
(£ MILLION)
DIVIDENDS PER SHARE
(PENCE)
1
EBITDA is calculated as the Operating Profit of the Asset Manager plus the Operating Profit of the Investment Company, in accordance with IFRS
reporting standards, excluding exceptional items, but including the full cost of the office lease which are reported as depreciation of a lease asset
and financing costs under IFRS 16. Refer to Note 5 for further details. During 2024, following completion of the Reorganisation and conversion to a
commercial company, the timing of dividend payments was changed to allow for dividends to be declared on a semi-annual, rather than a quarterly,
basis. In addition, the partial dividend waiver given by former shareholders of Pollen Street Capital Holdings Limited at the time of the Combination
expired at 31 December 2023. Consequently, there was a reduction in dividends per share declared from 61.0p for 2023 to 53.6p for 2024.
2022 2023 2024
62.1 62.2
78.8 13%
CAGR
2022 2023 2024
29.8
32.1
33.0
DIVIDENDS DECLARED (£ MILLION)
5%
CAGR
2022 2023 2024
76.0
61.0
53.6
DIVIDENDS PER SHARE (£ PENCE)
(16%)
CAGR
EBITDA
(£ MILLION)
2022 2023 2024
28.3
8.5
36.8
25.7
57.5
30.2
14.9
45.1
31.8
Net Investment Income
Fund Management EBITDA
EBITDA (£ MILLION)
25%
74%
6%
CAGR
2022 2023 2024
28.3
8.5
36.8
25.7
57.5
30.2
14.9
45.1
31.8
Net Investment Income
Fund Management EBITDA
EBITDA (£ MILLION)
25%
74%
6%
CAGR
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As Chairman of Pollen Street Group Limited, I am
pleased to report on another year of significant
progress and accomplishment in 2024. The Group
has delivered strong performance across all key
metrics while advancing our strategic objectives.
A PIVOTAL YEAR OF EXCEPTIONAL
DELIVERY
Our 2024 performance reflects the successful execution
of our strategy with consistent delivery of strong returns
through a clear and repeatable investment strategy
and achievement of successful fundraises across both
Private Equity and Private Credit. By attracting new
investors and deepening relationships with existing
investors, we have grown total AuM to £5.4 billion
in December 2024, a 29 per cent increase from
£4.2 billion at the end of 2023.
In 2024, we increased AuM across both Private
Equity and Private Credit. Private Equity AuM grew to
£3.5 billion – a 32 per cent increase on prior year driven
by strong investor support for Private Equity Fund V as
well as co-investment offered to our Limited Partners
(“LPs”). Private Credit AuM grew to £1.9 billion – a 24
per cent increase, with capital raised in Private Credit
Fund IV and associated separately managed accounts.
The Investment Company maintained its track record
of stable and predictable returns, with income on
Net Investment Assets growing to £31.8 million
(2023: £30.2 million), representing a return on Net
Investment Assets of 9.6 per cent (2023: 8.8 per cent)
for the year ended 31 December 2024. This growth
enabled the Group to return £48 million to shareholders
through dividends and share buybacks during the year.
The private capital sector continues to benefit from
favourable macro tailwinds, including increasing
institutional allocation to private markets and
sustained demand especially in the mid-market.
We expect further acceleration in this trend, which as
a focused financial and business services specialist
with a proven investment strategy, we are well-
positioned to capitalise on.
Robert Sharpe
Chair
CHAIR’S
STATEMENT
Our financial performance has been robust, with
Operating Profit showing substantial growth
underpinned by strong AuM growth and operational
leverage. The Investment Company continues to
be a key asset, driving third party AuM growth while
maintaining robust income generation and growing
capital invested through Pollen Street managed funds.
CAPITAL ALLOCATION FRAMEWORK &
BUYBACK PROGRAMME
Reflecting our strategic and operational development,
and following its conversion from an investment trust
to a commercial company, the Group put in place
an enhanced capital allocation framework in March
2024. Thisframework prioritises strategic growth in
our funds and other organic growth opportunities,
while also providing confidence in additional cash
returns to shareholders which were value accretive.
Through2024, we have demonstrated disciplined
adherence to the framework.
We have committed £196 million to Pollen Street
funds as well as making cash returns to shareholders
of £48 million. The Board has declared a second
interim dividend of 27.1 pence per share, bringing
the total dividend for the year to 53.6 pence per
share or £33 million.
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CORPORATE GOVERNANCE AND ESG
REPORTING
The implementation of the final stages of the
reorganisation of the Group following the combination
of Pollen Street Capital Holdings Limited with
Pollen Street Limited (formerly Honeycomb Investment
Trust Plc) was a key focus for the start of the year. This
included the transition from an Investment Trust to a
Commercial Company.
Strong governance is core to how we are building
better, more sustainable businesses. Throughour
systematic data-driven approach to environmental,
social, and governance (“ESG”), we’ve helped
portfolio companies and borrowers develop robust
policies and procedures, supporting sustainable
growth and operational excellence, as well as driving
progress in the social and environmental spheres.
The expansion of ESG margin ratchets from 8 to
16 credit facilities demonstrates Pollen Street’s
commitment to incentivising positivechange.
The Group continues to strengthen its approach
to reporting and climate risk management,
ensuring transparency and accountability across
its investments, considering the evolving ESG
regulatory environment.
As I noted in the Annual General Meeting in June
2024, I have now reached my nine-year tenure as
a Director of the Group. A search is underway for a
new Chair with several strong candidates identified
and interviewed. Once the new Chair has been
identified the intention is for there to be a period
of three months handover to ensure a smooth
transition.
I am pleased to welcome Crispin Goldsmith who
joined the leadership team as Chief Financial Officer
(“CFO”) in January 2025. Crispin’s experience across
both private and public markets brings a unique
blend of skills to our financial leadership.
LOOKING FORWARD
OUTLOOK: POLLEN STREET’S GROWTH
TRAJECTORY
The last year has been pivotal for the Pollen Street Group,
characterised by substantial AuM growth, supported by
the success of Private Equity Fund V and Private Credit
Fund IV. Our fundraising achievements have affirmed our
competitive edge and specialised strategic focus, and
our recent inclusion in the FTSE 250 in January 2025
was a significant corporate milestone.
As we progress through 2025, whilst mindful of an
increasingly uncertain global environment, our outlook
remains positive. The private markets landscape
continues to present growth opportunities, with our
specialist focus positioning us strongly. We are actively
expanding our investor relationships, further driving AuM
growth, while maintaining strong Investment Company
returns, notwithstanding any share buyback activities.
The Board and I extend our gratitude to the entire Pollen
Street team for their exceptional execution. We look
forward to delivering further success in 2025, thanks to
the continued support of our limited partner investors,
shareholders and employees.
Robert Sharpe
Chair
24 March 2025
I am pleased to report another year of strong
performance for Pollen Street, marked by exceptional
investment and fundraising execution and strategic
growth. Our AuM saw a significant increase, across
both Private Equity and Private Credit strategies
demonstrating the strength and resilience of the
business. Private Equity AuM growth was driven by
the success of our Private Equity Fund V as well as
strong co-investment initiatives. Private Equity V has
surpassed its target of €1 billion with further capital
commitments anticipated in 2025. Similarly, Private
Credit experienced a strong year of fundraising and
deployment. This is continuing well during 2025. Our
focus on financial and business services, coupled
with our long track record of performance, continues
to set us apart in the competitive alternative asset
management landscape.
DELIVERING STRONG PERFORMANCE
This year’s success is reflected in strong growth
of fund management revenue and earnings. The
Group’s Operating Profit grew to £58.2 million for
2024, up from £44.5 million in 2023. The primary
growth driver was our Asset Manager, with Operating
Profit increasing to £27.2 million (47 per cent of
Group), from £15.9 million (36per cent of Group)
in 2023. This growth underscores our robust
operational framework, well-invested platform
and strategic market positioning. Ithighlights the
operational leverage inherent in our business model,
allowing us to scale revenues while maintaining costs
efficiently.
WELL-POSITIONED STRATEGY
Our investment strategies, leveraging both Private
Equity and Private Credit capabilities, have proven
resilient in the current turbulent market environment.
Our ability to deliver consistent, high-quality returns,
within an attractive risk framework, positions us
strongly for sustainable, long-term growth. The
strength of our balance sheet remains a crucial
Lindsey McMurray
Chief Executive Officer
CEO
REPORT
differentiator and enables us to align ourselves with
our LPs. With £196 million in General Partner (“GP”)
commitments to Pollen Street managed funds, we are
well positioned to attract new investors, deepen existing
relationships and pursue selective inorganic growth
opportunities.
ASSET MANAGER
Private Equity
Our Private Equity strategy focuses on backing
mid-market companies in the financial and business
services sector, typically taking majority stakes in
European-headquartered businesses. We partner
with talented leadership teams, often founder-led, to
accelerate growth by applying deep sector expertise and
a proven operational framework.
Our approach, which has been refined and tested
through multiple market cycles, targets companies
with an excellent customer proposition that are well
positioned to take advantage of opportunities as the
industry continues to undergo structural changes. This
strength has persisted well in 2024 and 2025 through
macro-economic and political volatility. The Financial
Services sector, our core specialism, continues to
experience change and disruption through technology
transformation and adoption, industry consolidation and
evolving regulatory oversight. We remain strategically
well placed to navigate and capitalise on opportunities.
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Private Credit
Our Private Credit strategy focuses on providing
predominantly senior secured, asset-based lending
to mid-market companies across Europe. We target
non-bank lenders, leasing businesses, technology
companies, and other entities with diverse portfolios
of financial or hard assets. This approach allows us
to fill the funding gap created by the retrenchment
of banks from lending markets following the global
financial crisis, a trend that has continued to
accelerate in recent years.
Through 2024, the private credit market continued
to provide strong conditions for growth with higher
interest rates and ongoing borrowing demand from
the SME community. Our reliable and consistent
approach and growing reputation has ensured that
we remain an attractive destination for borrowers and
that we continue to deliver returns uncorrelated to
other private credit strategies.
Fundraising and Deployment
Total AuM was at £5.4 billion as of 31 December
2024, up 29 per cent from £4.2 billion at the end
of 2023. Our journey over the last year has been
marked by significant milestones, particularly in our
fundraising for Private Equity Fund V, which now has
€1.1 billion in commitments, exceeding our €1 billion
target. Given strong investor appetite, we are
continuing fundraising into 2025 with the final close
now expected in mid-2025. Along with Private Equity
Fund V, we have raised over £400 million of funds in
Co-Invest vehicles. Whilst these are non-fee-paying,
this further supports the development of long-term
strategic relationships with our investors. In Private
Credit, we raised over £500 million in Credit funds
in 2024, completing the first close of Private Credit
Fund IV and a new UK Separate Managed Account
(“SMA”). Fundraising for Private Credit Fund IV has
strong momentum and is on track to meet the target
of £1billion in 2025. At December 2024, we had
in excess of £500 million of available capital in our
Credit funds which will convert to fee-paying AuM
once deployed.
2024 was also a strong year for deployment.
Weinvested £1.1 billion in Private Equity and
£0.6 billion in Private Credit. We have a rich pipeline
of opportunities in both strategies and look forward to
another strong year for deployments in 2025.
Client Base
The strength of our investor relationships has been
central to our fundraising progress. Our LP investor
base continues to be the cornerstone of our success.
We have nurtured strong relationships with existing
investors while expanding our geographical reach.
Many of our new investors are the result of several
years of dedicated relationship building.
The fundraise during the year across the strategies
has been instrumental in deepening our penetration
into the deep capital pools in Europe, North America
and the Middle East. Our strategic approach has
diversified our investor base, tapping into new
markets and reflecting the investments we have
made in business development capabilities within
the team. As we move forward, we remain dedicated
to nurturing these relationships with continued
outstanding performance to ensure that Pollen Street
is strategically positioned for sustained long-term
growth.
INVESTMENT COMPANY
Our balance sheet continues to be a highly valuable
strategic asset enabling the acceleration of Third-Party
AuM growth as we demonstrate strong alignment with
our LPs. The ability for the manager to make significant
GP commitments, c.2 – 5 per cent in Private Equity
Funds and 7 – 10 per cent in Private Credit Funds,
supports in attracting new investors and in growing
relationships with existing ones.
The Investment Company has committed £196 million
to Pollen Street managed funds, with 66 per cent
drawn (2023: 29 per cent). As of the end of 2024,
the balance sheet allocation was 91 per cent Private
Credit and 9 per cent Private Equity. Our balance sheet
investments have performed well, delivering robust
Investment Company returns and, notwithstanding
share buybacks of £23million on top of dividends
paid of £25 million, the Investment Company delivered
strong income generation of £31.8 million.
Success Indicators
I am delighted to report that we have excelled across
all the success indicators outlined in our half-year
2024 results presentation.
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AuM Growth - Total AuM increased by 29 per cent
to £5.4 billion, Fee-Paying AuM grew by 17 per cent
to £4.0 billion at 31 December 2024 and has
further increased to £4.3 billion during Q1 2025.
Further growth in Fee-Paying AuM is expected
throughout 2025.
High Quality Income and Margin Expansion-
Sustained addition of contractual and recurring
income and embedded fees across both
strategies.
Investment Returns - Strong and consistent
track record.
Operational Efficiency - Significant improvement
in efficiency, Fund Management EBITDA Margin
increasing from 30 per cent as at the end of 2023
to 39 per cent.
Investor Base Expansion - Strengthened our LP
base, and expanded penetration into deep and
sophisticated markets.
OUTLOOK FOR 2025
As we look further into 2025, I am confident in our
strategic direction and our ability to capitalise on the
opportunities ahead. Our focus remains on delivering
exceptional returns to our investors and shareholders
with our key priorities for 2025:
• Complete fundraising of Private Equity Fund V to
final close ahead of target
• Complete fundraising of Private Credit Fund IV,
targeting £1 billion and maintain deployment
• Expand AuM towards our medium term target of
£10 billion
• Maintain our progressive dividend policy while
strategically deploying capital for shareholder
value
• Return surplus capital to shareholders through
share buybacks, subject to relative attractiveness
compared to other value-creation opportunities
The medium-term growth prospects for private
markets remain strong, and we are confident in our
long-term goal of reaching a Total AuM of £10 billion,
notwithstanding an increasingly uncertain global
landscape.
In closing, I would like to extend my gratitude to our
amazing team whose hard work and commitment
have been instrumental in achieving these results.
Ialso want to thank our limited partners, shareholders
and wider group of counterparties for their continued
trust and support.
I would specifically like to thank Robert Sharpe, our
Chairman, who will be retiring from the Board this
year. Robert has been an exceptional leader of the
Board and the Group as it has transitioned from an
investment trust to our current business. He leaves
us with a very strong strategic position and we are
extremely grateful.
Lindsey McMurray
Chief Executive Officer
24 March 2025
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Michael England
Partner
This section gives insight into our Private Equity
strategy. The Group earns management fees and
carried interest from managing and advising funds
investing in this strategy.
Our Private Equity strategy focuses on backing
mid-market companies in the financial and business
services sector. We look to take majority stakes
in businesses headquartered in Europe. We back
talented and driven leadership teams and we seek
to accelerate their growth by applying deep sector
knowledge and a proven operational framework to
build businesses with the potential to deliver top-tier
returns.
We invest aligned with structural growth trends which
form the basis of our investment themes, from the
consolidation of distribution to the wide-ranging impact
of middle and back-office automation that is shaping
the entire sector. We pinpoint these drivers of change
and align our investment strategy to support businesses
at the forefront of these opportunities, that are well
positioned to win share in their relevant markets.
Our strategy has been in place for 19 years and
has been tested through multiple market events
and cycles. Throughout this period, we have grown
the strategy through a consistent track record of
delivering top-tier returns based upon a robust and
disciplined approach to investing, bringing to bear
our specialist knowledge and best practice.
PRIVATE
EQUITY
STRATEGY
HOW IT WORKS: CLEAR OPPORTUNITY
SET AND ESTABLISHED INVESTMENT
STRATEGY
Our investment strategy is dedicated to buying
and building great businesses serving the financial
ecosystem across five key sub-sectors:
Payments;
Wealth;
Insurance;
Technology-enabled services; and
Lending.
Through thematic origination, deep sector knowledge
and the Pollen Street network, our investment team
curates a rich pipeline of businesses. Within these
investment theses, we seek to back inspirational
leadership teams who have the passion and
discipline to deliver strong growth safely. We drive
growth through our proven operational framework,
which is built upon four key pillars:
Technology innovation and digital transformation;
Buy, build and consolidation;
Globalisation and product development; and
Embedding responsible investing principles.
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2024 – A PLATFORM FOR CONTINUED
GROWTH
During the year, we have delivered consistently
strong performance across our Private Equity funds,
with impressive revenue and EBITDA growth, steady
deployment activity into attractive platforms and
clear progress on exits.
Pollen Street welcomed three new platform deals:
Etops: a consolidator in the European asset and
wealth management technology sector
Keylane: Leading European SaaS provider to
insurers and pension administrators
Mattioli Woods: UK wealth manager with £20bn of
client assets from over 23,000 clients
This is supported by the completion of 22 bolt-ons to
accelerate the growth of existing portfolio companies,
with over €2bn of acquired Enterprise Value.
Alongside this, the pace of exits continues to build,
with the sale of:
Punkta: the end-to-end platform for insurance
services in the Polish market
Aro: acquired by Clearscore, a transaction that
sets up the combined group for its next phase of
growth
This performance has translated into strong
momentum in the final stages of fundraising of
Private Equity FundV, which has now surpassed
the target. The Private Equity strategy continues to
attract new investors and deepen the relationship
with existing ones. The success of the fundraising of
Private Equity Fund V is a reflection of the confidence
that investors draw from Pollen Street’s track record
of top-tier returns, the pace of growth the investment
team has demonstrated is achievable across the
portfolio and the depth of pipeline of attractive deals
into which the fund will be invested.
Michael England
Partner
24 March 2025
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Matthew Potter
Partner
Pollen Street’s Private Credit strategy is focused
on asset-based lending (“ABL”) to mid-market
companies across Europe. The Group earns
managementfees, performance fees and carried
interest from managing and advising funds investing
in this strategy. Thissection gives insight into the
strategy and itsperformance in 2024.
Asset-based lending is the funding behind the
everyday credit that powers our economy and society.
Weprovide funding to support everything from
building homes, to funding SMEs, to vehicle financing.
We do this by providing predominantly senior secured
loans to companies that are serving these end
markets secured on diverse portfolios of cash flow
generating assets, such as loans, leases and vehicles,
alongside corporate guarantees.
Following the global financial crisis, and the subsequent
retrenchment of the banks from lending markets,
Pollen Street identified opportunities to fill the funding
gap in what is a large and growing market. This is
a trend that has continued to accelerate further in
recent years. Ourasset-backed lending strategy aims
to deliver returns uncorrelated to other private credit
strategies with a through-the-cycle approach designed
to withstand significant stress. Direct asset-backing
combined with seniority, comprehensive covenants
and bespoke structuring delivers significant downside
protection and alignment with asset originators and
servicers. Pollen Street has a proven ability to access
a hard-to-reach market through our dedicated team,
meaning we are able to consistently generate premium
returns versus other private and public debt strategies.
PRIVATE
CREDIT
STRATEGY
We are experts in this large market, with a deep network
of long-term established relationships and experience
that allows us to identify opportunities and target a
fragmented and underpenetrated part of the market.
Our team focuses on the mid-market where we believe
the greatest opportunity and largest financing gap exists
meaning we can create the most favourable risk-reward
profile. This has increasingly led to Pollen Street having a
reputation as the “go-to” provider in the market.
We also believe in the positive economic impact
our asset-backed financing can deliver. The facilities
we provide fund the real economy and can deliver
economic growth and job creation, facilitate the building
of new homes and finance the energy transition.
HOW IT WORKS: STRUCTURING FOR
PROTECTION
The investment strategy seeks to combine the benefits
of the asset-backed and corporate lending markets
following a tested and structured investment approach
that has delivered consistently strong returns and low
volatility. Significant credit protection is created through
both asset security and transaction structuring with
senior loans secured directly against large and diverse
pools of the assets which generate the revenue and
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cash flow of the borrowers, as well as securing a full
corporate guarantee with comprehensive covenants.
We seek to follow a structured investment approach
that focuses on:
Diverse asset-backing: predominantly senior loans
secured on highly diverse tangible assets to maintain
credit protection;
Bespoke structuring: highly structured investments
that seek to create strong downside protection and
align incentives with our borrowers; and
Conservative leverage on assets with tangible value:
substantial credit protection from borrower cash
equity, asset pool profits and corporate guarantees.
2024 - CONTINUED GROWTH BUILDING
ON STRONG FOUNDATIONS
In 2024, the Private Credit business has been
focused on fundraising for our fourth flagship
credit fund, Private Credit Fund IV, and continued
deployment in both Private Credit Fund III and across
our SMAs.
With the backdrop of the completion of a £280 million
SMA mandate from a large UK public pension fund
and strong momentum in raising Private Credit
Fund IV fundraising is progressing well.
Driven by a deep pipeline, Private Credit Fund
III is now fully deployed, with 21 investments
and continues to generate attractive returns and
high-income distributions for investors. The portfolio
is performing well and has already delivered a
number of realisations with realised returns ahead of
underwritten expectations.
Private Credit Fund IV deployment has started at
pace, now benefiting from a well-seeded portfolio
with 11 investments closed. Return performance
has been strong and by sourcing a deep pipeline we
have been able to be highly selective and have built
strong diversification across asset classes in both the
UK and Europe.
Further, we were pleased to achieve a Fund Rating
of “A” for Private Credit Fund IV, based on our
investment approach and the strategy we deploy
consistently across both Private Credit Fund III and
Private Credit Fund IV. We believe this highlights the
quality of our approach.
Throughout 2024 debt markets remained buoyant
with high volumes of primary issuance across public
and private markets. This environment saw spreads
reduce particularly across broadly syndicated and
heavily intermediated markets where barriers to entry
for capital are low and markets are highly efficient.
In the asset-based lending sector we saw a similar
increase in activity with borrowers looking to take
advantage of the current environment to secure debt
facilities to enable them to grow their businesses.
Returns and margins are more resilient in mid-market
ABL, as market inefficiencies and the bi-lateral
nature of transactions create greater barriers to
entry, meaning we are able to secure better lender
terms and protections. Our pipeline is at record
levels with net unlevered Internal Rate of Returns
(“IRRs”) still typically 11 per cent to 13 per cent, with
a good balance between asset classes, including
our key investment areas of SME, real estate and
government backed receivables.
Matthew Potter
Partner
24 March 2025
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Annual Report and Accounts 2024
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Crispin Goldsmith
Chief Financial Officer
DELIVERING STRONG PERFORMANCE
I am pleased to present Pollen Street’s financial results
for 2024. It has been a successful year, with strong
growth in our financial performance from excellent
fundraising outcomes and continued robust fund
performance marking progress towards our medium-
term targets. This has driven an increase in Fee-Paying
AuM of £0.6 billion, or 17 per cent, on the prior year
which has in turn generated higher management fees
and allowed the Group to deliver profits for 2024 which
are ahead of expectations. The Investment Company
delivered performance in line with expectations
despite the declining interest rate environment and the
completion of £22.9 million of share buybacks which
had the effect of reducing invested assets.
Fundraising across both strategies brings total AuM
to £5.4 billion as at 31 December 2024 (31 December
2023: £4.2 billion). Fundraising for Private Equity
FundV has been strong, as we continue to develop
new relationships with investors and deepen existing
ones, and is already ahead of our €1 billion target. We
expect to complete the fundraising of this fund during
2025, with an additional £0.2 billion already closed in
early 2025. In addition to the fundraising activity for
Private Equity Fund V, we have also raised £0.4 billion of
co-invest funds to invest alongside our flagship funds.
Fundraising for Private Credit Fund IV has strong
momentum as we capitalise on our leading position
in the asset-backed market. We are on track to
raise the target £1 billion in total commitments
during 2025, with £0.1 billion closed in early 2025.
Deployment of the new funds was active with 15 new
deals and £238 million commitments invested; the
business has a large pipeline of attractive new deals
to continue this deployment into 2025.
CFO
REPORT
The Operating Profit for the Group increased by
31 per cent to £58.2 million (2023: £44.5 million).
The main driver of this material increase was
the 71 per cent increase in the Operating Profit
of the Asset Manager segment to £27.2 million
(2023: £15.9 million) as successful fundraising
grew revenue, while the business benefitted
from its inherent operational gearing. There was
a £1.6 million increase in Operating Profit of the
Investment Company, reflecting the positive effect of
the transition into Pollen Street managed funds and
the benefit of redeploying realised Credit Assets into
a higher interest rate environment.
The Investment Asset portfolio delivered another
period of strong and consistent performance with
Income on Net Investment Assets of £31.8 million
(2023: £30.2 million). In particular, the portfolio
generated a strong level of cash of £239 million
(2023: £184 million), driven by a high level of
realisations and demonstrating the quality and
liquidity of the assets.
In accordance with our strategy, investments from
the Investment Company into Pollen Street managed
funds have increased with £196 million currently
committed, up from £93 million at December 2023.
These commitments are typically drawn over several
years. At 31 December 2024, £130 million had been
drawn (2023: £57 million).
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GROWING ASSET MANAGER EARNINGS
Assets under management are tracked on a total and
fee-paying basis. Total AuM tracks the commitments
that investors have made into funds managed by
the Asset Manager, whereas Fee-Paying AuM tracks
the basis on which the Group earns management
fees. For Private Equity, the Fee-Paying AuM is the
committed capital in the flagship funds, changing to
invested capital at the earlier of five years from first
close or when the subsequent flagship fund holds
its first close. Co-investment vehicles are typically
non-fee paying. Fee-Paying AuM for Private Credit
is the net invested amount. So non-Fee-Paying
AuM for Private Credit will become fee-paying as it
is deployed. See page 199 for full definitions. Total
AuM was £5.4 billion as at 31 December 2024 (2023:
£4.2billion).
Total AuM
2024
(£ billion)
2023
(£ billion)
Private Equity 3.5 2.6
Credit 1.9 1.6
Total 5.4 4.2
Fee-Paying AuM
2024
(£ billion)
2023
(£ billion)
Private Equity 2.6 2.0
Credit 1.4 1.4
Total 4.0 3.4
Fundraising has increased Private Equity Fee-Paying
AuM to £2.6 billion (2023: £2.0 billion), with
Fee-Paying AuM for the Private Credit strategy at
£1.4 billion (2023: £1.4 billion). The Private Credit
strategy has seen the amortisation of several SMAs
following underlying loan repayments offset by growth
in deployment for its new funds. Combined, this
represents a growth rate of 17 per cent in Fee-Paying
AuM for the year. We expect Fee-Paying AuM for the
Private Credit strategy to increase going forward as
the newly raised funds in Private Credit Fund IV are
deployed and convert into Fee-Paying AuM.
Fund Management Income comprises management
fees, performance fees and income from carried
interest. Revenue growth has been driven by
increases in the Group’s Fee-Paying AuM and the
beneficial impact of catch-up fees, as outlined below.
Total Income increased by 36 per cent to £66.8 million
(2023: £49.2 million).
As a result of continuing Private Equity fundraising and
Private Credit deployment, Fee-Paying AuM has now
increased to £4.3 billion.
Fund Management Administration Costs increased
at a lower rate of 19 per cent to £39.6 million (2023:
£33.3 million). This moderate increase reflects a well-
invested cost base, leading to a flow through from
incremental revenue to profitability. The cost increase
has been driven by a combination of promotions and
pay rises within the team and with a slight increase
in headcount. As a result, Operating Profit in the
Asset Manager segment increased by 71 per cent to
£27.2 million (2023: £15.9 million).
The Group tracks the performance of this segment
using Fund Management EBITDA, which is the
Operating Profit less the accounting cost of the
office lease
2
, which was a £1.5 million charge for
2024 (2023: £1.0 million) driven by a rent review
increase. Fund Management EBITDA has grown by
72 per cent to £25.7 million (2023: £14.9 million), while
Fund Management EBITDA Margin has grown from
30 per cent to 39 per cent over the year, reflecting the
inherent operational leverage in the Asset Manager.
2
The accounting cost of the office lease is defined as the depreciation of the lease asset.
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Asset Manager Profitability
2024
(£ million)
2023
(£ million)
Total Income 66.8 49.2
Administration Costs (39.6) (33.3)
Operating Profit 27.2 15.9
Depreciation of lease asset (1.5) (1.0)
Fund Management EBITDA 25.7 14.9
Fund Management EBITDA Margin 39% 30%
Fund Management EBITDA now stands at 45 per cent of the Group EBITDA, up from 33 per cent in 2023.
Asset Manager Financial Ratios
2024 2023
Management Fee Rate
(% of Average Fee-Paying AuM)
1.50% 1.16%
Performance Fee Rate
(% of Fund Management Income)
17% 30%
Fund Management EBITDA Margin
(% of Fund Management Income)
39% 30%
In general, Private Equity funds charge fees on
committed capital. Investors who join these funds after
the first investors’ admission date are charged catch-up
fees, so all investors pay fees from the date of the first
close. In general, Private Credit funds charge fees on
net invested capital. Capital is generally recycled until
the end of the investment period. Management fee
rates remain the same for the duration of the funds.
We have guided to a long-term management fee rate
blended across the Private Equity and Private Credit
strategies of between 1.25 per cent and 1.5 per cent
and are at the upper end of this guidance in 2024 at
1.50 per cent (2023: 1.16 per cent) in part due to the
catch-up fees charged on the funds raised in Private
Equity Fund V in the year. Excluding the £5.9million of
catch-up management fees charged, the Management
Fee Rate for 2024 would have been 1.34 per cent.
In addition to management fees, the Group earns
performance fees and carried interest. These allow
the Group to share in the profits of the funds under
management and are variable amounts dependent
on the level of fund returns. The entitlement to carried
interest and the amount, is determined by the level of
accumulated profits exceeding an agreed threshold
(the “hurdle”) over the lifetime of each fund. The Group
earns 25 per cent of the carried interest in all funds since
Fund IV in Private Equity and Fund III in Private Credit.
Carried interest is generally 20 per cent of the Private
Equity fund returns over a hurdle of 8 per cent per
annum with full catch-up. Carried interest for the Private
Credit funds is generally 10 per cent of returns with a
5 to 6 per cent hurdle and full catch-up. Performance
fees and carried interest recognised in 2024 reflect the
continued growth in the value of the fund portfolios and
represents 17 per cent of Fund Management Income
for the year (2023: 30 per cent) and 7 per cent of total
income for the year (2023: 11 per cent). This is at the
lower end of the long-term guidance of 15 per cent to
25 per cent of Fund Management Income, reflecting
outperformance in management fees together with
stable performance fee and carry valuation growth.
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As part of the combination of Pollen Street Capital
Holdings Limited with Pollen Street Limited (formerly
Honeycomb Investment Trust Plc) completed on
30 September 2022 (the “Combination”), the group
purchased 25 per cent of the carried interest rights in two
of the Private Equity Funds. These are recognised under
IFRS 9 and represent 90per cent of the recognised
carried interest to date. The remaining carried interest
owned by the Group is accounted for under IFRS 15
and income is only recognised to the extent it is highly
probable that there would not be a significant reversal of
any accumulated income recognised on the completion
of a fund. The reversal risk due to uncertainty of future
fund performance is managed through the application
of discounts. The discount applied for each fund
depends on the stage and maturity profile of each fund
and therefore recognises the de-risking of the income
over time, taking into account diversity of assets,
whether there has been a recent market correction (and
whether this has already been factored into the valuation
of the fund) and the expected average remaining holding
period. Under IFRS 15, if no discount rate was applied
to the carried interest outstanding the carried interest
receivable would increase by £13.1 million (2023:
£5.2 million).
CONSISTENT INVESTMENT COMPANY
RETURNS
The Investment Company delivered strong returns in the
period with Return on Net Investment Assets increasing
to 9.6 per cent and Income on Net Investment Assets
of £31.8 million, in line with expectations despite
£22.9 million of share buybacks, which had the effect
of reducing invested assets. We have maintained our
disciplined approach resulting in robust performance
which is well diversified across deals and borrowers
and the performance of Pollen Street managed funds.
The largest investment accounted for 10.1 per cent
of the portfolio, with the portfolio being 80 per cent
invested in Credit Assets and 20 per cent invested
in Private Equity Assets (either in direct deals or
through Pollen Street managed funds). The portfolio
has seen high levels of cash generation in the year of
£239 million (2023: £184 million) driven by realisations
and strong cash generation from interest payments
and amortisations on continuing positions. This cash
generation demonstrates the quality and liquidity of the
portfolio and facilitates the rotation of the portfolio from
direct investments to focus on investing in Pollen Street
managed funds.
Investment Company Segment
2024 2023
Investment Assets £504 million £533 million
Average Net Investment Assets £330 million £344 million
Income on Net Investment Assets £31.8 million £30.2 million
Return on Net Investment Assets 9.6% 8.8%
This transition has continued to progress during the
year with £196 million committed to Pollen Street
managed funds at the year end. These commitments
were £130 million drawn as at 31 December 2024,
and are expected to continue to draw over the
investment period of the funds. As at 31 December
2024, the investment portfolio was £504 million
(2023: £533 million). The phased drawdown of
fund commitments combined with the high cash
realisations in the year has led to a reduction in the
size of the overall asset portfolio and a corresponding
reduction in the debt position of the Group with a
reduction in the debt-to-tangible-equity ratio from
60per cent to 53 per cent.
We completed a new 4-year £200 million senior debt
facility on 10 June 2024 refinancing the previous facility
and achieving a lower margin. This was subsequently
upsized to £240 million on 13December 2024
to refinance certain SPV facilities which enable
us to reduce the operating cost base. The total
drawn leverage for the Group was £188.3million
(2023:£210.8 million). In addition, the Group had
£11.2 million (2023: £19.7 million) of cash resulting in
a strong liquidity position and a net debt-to-tangible
equity ratio of 50 per cent (2023:54per cent).
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PROFIT BEFORE TAX AND TAX
Profit before Tax for the Group increased by 31 per cent
to £55.8 million for 2024 (2023: £42.6 million). The
main drivers of this are the increase of £11.3 million in
the Operating Profit from the Asset Manager segment,
a £1.6 million increase in Operating Profit of the
Investment Company.
The charge for depreciation and amortisation is
£2.4 million (2023: £1.9 million). This relates to a charge
of £0.3 million (2023: £0.3 million) associated with the
depreciation of the Group’s fixed assets, a charge of
£1.5 million (2023: £1.0 million) associated with the
depreciation of the Group’s leased assets and a charge
of £0.6 million (2023: £0.6 million) associated with the
amortisation of intangible assets representing the value
of customer relationships.
As a result of the Reorganisation, the Group now incurs
corporation tax on all of its activities as the Investment
Company is no longer an investment trust. The current
tax charge for the period was £3.1 million (2023:
£0.3 million), benefitting from unused tax losses arising
from previously incurred management expenses in the
Investment Company following the Reorganisation.
The Group is now also able to recognise a deferred tax
asset of £3.3 million as at 31 December 2024 (2023:
nil) in respect of the balance of these unused tax losses.
This deferred tax asset is expected to crystallise fully in
2025. The Group also recognised a deferred tax liability
in respect of the recognition of fair value gains within the
Investment Company and carried interest in the Asset
Manager. The deferred tax liability of £8.9 million (2023:
£3.1 million) will crystallise as the realised gain from
these begins to flow to the Group in the medium term.
The deferred tax charge for the year was £3.1 million
(2023: £2.4 million). The effective tax rate for 2024 was
11.1 per cent (2023: 17.8 per cent
3
).
As detailed in Note 7 to the financial statements,
the Group has a lower effective tax rate than the
UK statutory rate. This is largely driven by timing
differences on the taxation of management fee
income and significant tax loss carry-forwards in
the UK due to certain forms of income that are
not subject to UK corporation tax. We expect the
effective tax rate to increase going forward.
2024
(£ million)
2023
(£ million)
Operating Profit of Asset Manager 27.2 15.9
Operating Profit of Investment Company 31.8 30.2
Operating Loss of Central segment (0.8) (1.6)
Operating Profit of Group 58.2 44.5
Depreciation and amortisation (2.4) (1.9)
4
Profit before Tax 55.8 42.6
Corporation tax (6.2) (2.7)
Profit after Tax 49.6 39.9
3
Denominator used for 2023 is the Fund Management EBITDA given the investment trust status prior to the Reorganisation.
4
The Reorganisation has been accounted for using the book-value method meaning that the financial statements are restated as if the Reorganisation had
occurred at the beginning of the earliest period presented, i.e. from 1 January 2023. Under IFRS 5, Non-current Assets Held for Sale and Discontinued
Operations, depreciation and amortisation were not incurred when Pollen Street Capital Holdings Limited was held for sale. Under the book-value method of
accounting, this is unwound and the prior year comparatives reflect a full year charge for depreciation (additional £240k) and amortisation (additional £160k).
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EARNINGS PER SHARE & DIVIDENDS
Earnings per share (basic and diluted) increased by
27 per cent to 78.8 pence per share (2023: 62.2 pence
per share). The Board is pleased to confirm a second
(and final) interim dividend for the period ended
31 December 2024 of 27.1 pence per share,
amounting to a total payment of £16.5 million. This
dividend, combined with the interim dividend payment
of £16.5 million, is consistent with the Group’s
guidance that it will pay a dividend of no lower than
£33.0 million in respect of 2024 and that dividends
will grow progressively thereafter. This represents
a £0.9 million increase on the total dividend paid in
respect of 2023 of £32.1 million.
During 2024, following completion of the
Reorganisation and conversion to a commercial
company, the timing of dividend payments was
changed to allow for dividends to be declared on
a semi-annual, rather than a quarterly, basis. As a
result of this re-phasing there was a one-off reduction
in dividend payments paid in 2024, from £32.1 million
in 2023 to £24.9 million in 2024. Prior to conversion
to a commercial company, net interest income
was distributed to shareholders through dividends
designated as interest distributions. As a commercial
company, whilst maintaining a progressive dividend
policy, it is expected that the Group will retain an
increasing share of earnings in order to re-invest in
value creation opportunities in line with the Capital
Allocation Framework.
The second interim dividend will be paid on 2 May
2025 to shareholders on the share register at the
record date, being 4 April 2025. The ex-dividend
date will be 3 April 2025. Pollen Street operates
a Dividend Re-Investment Programme (“DRIP”),
details of which are available from the Company’s
Registrars, Computershare. The final date for DRIP
elections will be 9 April 2025.
During 2024, we completed an initial share
buyback programme with a commitment of up to
£30.0 million, reflecting the confidence we have
in the resilience of our business and the attractive
fundamental value and prospects of the Group. At
31 December 2024, £22.9 million had been used to
repurchase 3,222,257 shares.
OUTLOOK
The Group remains in a strong position and is
strategically well-placed and well-resourced for further
growth in 2025 and beyond. Fund Management
Income is expected to continue to grow with the final
close of Private Equity Fund V above its target of
€1 billion, and further capital raises in Private Credit
Fund IV and their subsequent deployment under
the Private Credit strategies. The balance sheet
has delivered stable and robust performance with a
healthy balance of direct positions and investments in
Pollen Street managed funds to ensure alignment with
Limited Partner interests. The Group is trading in line
with expectations.
In accordance with the Capital Allocation Framework
announced in 2024, the Group intends to continue
to pay a progressive dividend and may return surplus
capital to shareholders through share buybacks.
Moderate growth in the dividend, below the level of
earnings growth, will allow dividend cover to increase
over time. Any share buybacks will be subject to
Board approval and will be evaluated against other
value-creation opportunities available.
Crispin Goldsmith
Chief Financial Officer
24 March 2025
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OUR APPROACH
At Pollen Street we are committed to investing
responsibly. Our aim is to invest and operate in a way
that delivers positive outcomes for our investors, our
people, our industry and wider society. We achieved
a great deal over the year, working alongside our
portfolio companies and borrowers as we believe that
ESG is one of the tools that enables us to build better,
more sustainable businesses. Early in our investment
process our scoring mechanism allows us to identify
potential risks and opportunities, helping us to make
more informed decisions and ultimately invest in
fairer, more transparent businesses that have the
foundations to grow quickly and sustainably.
In 2024, Pollen Street continued to make
progress, helping portfolio companies to achieve
their sustainability goals. This has been achieved
through the spotlight on data and scoring, cross-
portfolio collaboration, and effective monitoring and
measurement including the continued roll-out of ESG
ratchets in Private Credit which we believe benefit
both our borrowers and our investors by enhancing
the sustainability of investment returns. We have also
been working to strengthen our approach to reporting
and climate risk management, considering the evolving
regulatory environment.
HIGHLIGHTS INCLUDE:
Continuing to drive strong governance which
is core to our operating model, where we believe
that a fairer, more transparent business supports
strong and sustainable growth. In 2024, this
included a focus on supply chain sustainability.
Strengthening social responsibility through
investment in capabilities for products and
propositions that have a social impact, and a
people-first approach to drive business success.
Focus on ESG data and analytics with this being
the third year of using ESG scores in our proprietary
data model. We score and rank our investments
in both Private Equity and Private Credit and track
progress against the previous years. The Private
Equity companies improved their scores by an
average of 9 per cent compared to the prior year, and
we used the scoring with borrowers in Private Credit,
with 16 ESG margin ratchets now in place (2023: 8).
Strengthening approaches to climate risk
by understanding and mitigating climate risks
within the Task Force on Climate-Related Financial
Disclosures (“TCFD”) framework. We are pleased
to announce that 100 per cent of our portfolio
companies are aligned to the Private Markets
Decarbonisation Roadmap and are capturing
their carbon emissions, with 74 per cent already
preparing decarbonisation plans.
DRIVING PROGRESS
We track our commitment to positive ESG outcomes
through direct and measurable goals. Pollen Street
has set a number of targets at both Group and
portfolio level. These include:
• Pollen Street is committed to promoting strong
governance throughout the portfolio including the
inclusion of ESG matters on all portfolio company
board agendas, as well as comprehensive policy
coverage; and
• Pollen Street is maintaining a carbon neutral status for
each year at the corporate level and working with our
portfolio companies to be net zero within five years of
investment (for new investments after 2021).
Alison Collins
Head of ESG
RESPONSIBLE
INVESTING
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Strategic Report
OUR RESPONSIBLE INVESTING STRATEGY
Our strategy is designed to deliver impact for the benefit of all our stakeholders. We have a clear ambition with
initiatives across each of the Environment, Social and Governance segments, as set out below.
DRIVING A POSITIVE IMPACT IN A TANGIBLE WAY FOR THE REAL ECONOMY
ENVIRONMENT
Create a lasting positive
environmental impact
SOCIAL
Promote diversity, equity
and inclusion (“DEI”) and
leverage capabilities for
socially-impactful products
& propositions
GOVERNANCE
Regulatory best practice
through all operational
processes
AMBITION Fund green alternatives for
sustainable homes and transport
Minimise operational carbon
footprint, supporting carbon
reduction plans and net zero
commitments
Consider climate risk as part of
investment and risk management
process
Financial Inclusion - loans and
other financial products made
available to a broader audience
Enable SMEs to promote growth
and job creation in Pollen Street’s
markets
Creating opportunities to reduce
inequalities - promoting diversity,
equity and inclusion
Commitment to transparent
reporting and communications
Effective AML & cyber procedures
and governance
Engagement with portfolio
companies on governance, to
identify gaps and provide support
Responsible lending – best
practice amongst our credit
partners
RECENT
HIGHLIGHTS
Fifth year of carbon measurement
Introduced Private Markets
decarbonisation roadmap to map
portfolio activities
Maintained carbon neutral status
Strengthened community &
charity efforts with Future First
and Human Rights Watch
DEI initiatives across firm and
portfolio – with a focus on social
mobility - 10,000 Interns, GAIN &
EY Foundation
ESG margin ratchet now in place
for 16 credit facilities driving uplift
in ESG scores
Built Policy library and guidance to
share with portfolio companies
Delivered TCFD disclosures, using
third parties to support climate
risk framework and roadmap
SHORT-TERM
FOCUS
Strengthen carbon measurement
activities for carbon footprint,
including Scope 3 emissions
Tracking climate commitments
and plans for firm and portfolio
Continued investment in
sustainable finance propositions
Broaden DEI targets and
measures
Engage with collaboration
initiatives to deliver impactful
change
Enhance oversight and regulatory
governance frameworks
Continue to deliver ESG training
and education across the Board,
firm and portfolio
Strengthening supply chain
sustainability procedures
SUSTAINABLE DEVELOPMENT GOALS (“SDG”) ALIGNMENT
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Annual Report and Accounts 2024
ESG IN THE INVESTMENT PROCESS
Our approach to investing is guided by our focus on
actions that generate positive outcomes for our investors,
people, portfolio companies and wider society. As a core
part of our investment process, we engage with both
our Private Equity and Private Credit partners to identify
ESG risks and opportunities that are relevant to them
and where we can support them. Further information
on our approach is set out in our 2023 ESG report
(https://content.pollencap.com/public/esg/pollen_
street_esg_report_2023.pdf).
INCREASING SUSTAINABILITY
ENGAGEMENT AND COLLABORATION
ACROSS INVESTMENTS
We are committed to promoting positive societal
and environmental impacts directly in the companies
we invest in and the products they offer. But we can
also amplify this impact through the support and
influence we have on our portfolio, with funding for
more sustainability initiatives or simply access to our
resources and expertise.
In 2024, we continued to invest in businesses that
provide products and propositions that deliver a
positive impact. In Private Equity, we invested in
Keylane Group BV (“Keylane”) who provide robust
SaaS solutions that helps insurance companies
adhere to strict compliance regulations, which
promote a sustainable, long-term insurance industry.
In Private Credit, we lent to Fundu Limited (“Fundu”),
which provides funding to help grow the Finnish
economy, backed by Government guarantees.
SCORING AND ANALYTICS –
A DEDICATION TO HIGH-QUALITY ESG
REPORTING AND TRANSPARENCY
Pollen Street employs a comprehensive data-
driven approach to ESG integration, leveraging
precise analytics to drive meaningful engagement
and sustainable business practices across our
portfolio. Our proprietary scoring methodology
processes detailed ESG metrics to identify areas for
enhancement, enabling the development of robust
policies and procedures.
We collect over 50 ESG metrics from each portfolio
company annually, using the score to track progress
through comprehensive dashboards and scorecards,
driving action plans during the year. For new
investments, the Pollen Street ESG team uses the
scores to develop detailed post-investment plans with
specific short, medium, and long-term objectives,
designed to progress toward our standards for
sustainable business practices.
During 2024, this data framework ensured alignment
with industry standards and reporting requirements,
including the UN PRI, the ESG Data Convergence
Initiative (“EDCI”), and Sustainable Finance Disclosure
Regulations (“SFDR”).
Looking ahead, we continue to look for opportunities
to enhance our ESG reporting capabilities, focusing
on automation and efficiency improvements to deliver
more granular insights. This commitment enables
increasingly tangible ESG improvements across
the portfolio while meeting growing demands for
standardised, transparent reporting.
We will publish more details, including relevant data
points and scores for the 2024 reporting period, as
part of our annual ESG report later this year.
HIGHLIGHTS:
Average score for Portfolio Companies
14/18
Average Credit score improvement (out of 18)
+3
5 Star rankings for both strategies in the UN PRI
Average ESG Scores by Companies’
Tenures in Portfolio
12.7
0-1 year 1-3 years 3+ years
13.6
15.0
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Strategic Report
ESG RATCHET TO STRENGTHEN COMMITMENTS TO ESG AND SUSTAINABILITY ACROSS
OUR PRIVATE CREDIT STRATEGY
ESG margin ratchets serve as a tool for better risk
management. By incentivising borrowers to improve
their ESG performance, we can potentially reduce
long-term risks associated with environmental, social,
and governance factors. We introduced ESG ratchets
in 2022, and in 2024 eight new ESG ratchets were
rolled out with our borrowers, bringing the strategy
total to 16 active ratchets by the end of the year.
Through these ratchets we offer margin reductions
to our lending facilities based on whether borrowers
improve their ESG score or reach specific milestones
such as net zero. There is a corresponding margin
increase if their scores do not improve or meet agreed
thresholds.
The ratchet provides a framework for Pollen Street to
engage more closely with borrowers to understand
and improve their scores, and to influence and support
positive ESG developments. We’re pleased to be able
to drive this positive impact and work more closely with
our borrowers on these important issues, as well as to
drive competitive advantage.
CASE STUDY
ESG ratchet drives sustainable performance
Our partnership with Pollen Street has catalysed
significant advancement in our Sustainability
initiatives, beginning with the establishment of our
ESG committee to drive sustainable improvements.
We launched “Foundations for Better Futures”,
our ESG strategy, supported by Pollen Street’s
analytical frameworks and tools. This enabled the
ESG committee and Board to identify and act on key
enhancement areas. Environmental achievements
included implementing carbon emissions tracking
and offsetting 125% of Scope 1 and 2 emissions. We
strengthened employee engagement through our first
satisfaction survey and ESG awareness programs.
Our community investment delivered £37,000
in charitable contributions and engaged 250
participants in our Charity Volleyball tournament,
while maintaining support for local food banks and
community initiatives.
The Pollen Street partnership and ESG margin
ratchet continue to enhance our ability to implement
meaningful ESG initiatives aligned with our strategic
objectives.
Nicky Hollamby
Associate Director of Finance and
Chair of MSP ESG Committee
MSP Capital is a UK-based Development Finance provider. Pollen Street’s Private Credit
team has partnered with the borrower since 2023 and has deployed an ESG margin ratchet
as part of the loan facility.
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Annual Report and Accounts 2024
MARKERSTUDY
Governance driving outcomes in Markerstudy’s Sustainability Journey
STRATEGIC GOVERNANCE FRAMEWORK
Markerstudy implemented a comprehensive governance
structure to address its sustainability challenges. This
governance framework enabled systematic engagement
with value chain partners through the formalised
Sustainable Supply Chain Programme, building upon the
successful 2023 pilot initiative.
MEASURABLE OUTCOMES AND PERFORMANCE
METRICS
The governance approach delivered quantifiable results:
• 80 per cent of key suppliers formally adopted
Markerstudy’s Supply Chain Charter, demonstrating
strong stakeholder alignment with corporate
sustainability objectives
• 33 per cent of participating suppliers maintained
independent third-party sustainability ratings,
establishing transparent verification mechanisms and
accountability structures
• External validation came through recognition as
Sustainability Initiative of the Year at the 2024 Insurance
Times Awards
STRATEGIC OVERSIGHT AND FUTURE
DIRECTION
The Board has established a phased implementation
strategy. This ensures proper oversight mechanisms are
in place before expanding into areas such as packaging
innovation and service delivery transformation in
subsequent phases.
Markerstudy’s governance-focused approach
demonstrates how strategic leadership and accountability
frameworks can drive meaningful sustainability outcomes
and minimise risk throughout the value chain.
Lizzie Smith-Foreman
Director of Group Marketing &
Communications at Markerstudy
GOVERNANCE
Strong governance is core to our operating model,
where we believe that a fairer, more transparent
business supports strong and sustainable growth and
resilience. This creates long-term value for the benefit
of all of our stakeholders. We also ensure that our
investments observe industry standard guidelines as
fundamentals, and aim to set the standard for best
practice, actively managing ESG considerations and
risks effectively. Governance is also fundamental to
minimising climate risks, as set out within the TCFD
section of this report.
Strong corporate governance is built on several key
building blocks that form the foundation for effective
oversight and management of an organisation.
In 2024, key activities included the development of
a Policy library with guidance to share with portfolio
companies, and we addressed specific governance
topics including supply chain sustainability and
helping portfolio companies address applicable
regulatory frameworks.
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Strategic Report
SUSTAINABILITY
IN ACTION
In 2024, Markerstudy achieved significant governance advancements and measurable
outcomes in its sustainability strategy, positioning the company as an industry leader in
responsible business practices.
Board
composition
& oversight
Ethical
leadership &
culture
Risk
management
Reporting
transparency
Policy
coverage
Compliance
& legal oversight
Stakeholder
Engagement
Strategy &
business resilience
Safe & secure
IT environment
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Strategic Report
Pollen Street’s investment strategy largely focuses on
People and Technology businesses, therefore Social
considerations are tied to lasting business success.
Pollen Street is also committed to drive broader
societal change through financing socially impactful
products and propositions, and we continue to
promote diversity, equity, and inclusion in our firm
and wider industry. This is a continuous area for
improvement, as we have committed to short-term
goals (25 per cent Women on portfolio Boards /
Executive leadership by 2025) as well as broader
long-term goals (decrease gender pay gap over life
of the investment). The Pollen Street ESG team use
a data-driven approach to hold portfolio companies
accountable to their people, and further detail on the
Group’s approach to driving an inclusive culture is
detailed on page 49.
HAVING A RESULT IN OUR COMMUNITIES
Pollen Street continues to strengthen our partnerships
with Human Rights Watch and Future First,
demonstrating our ongoing commitment to driving
social impact. In October 2024, we hosted a significant
briefing session in partnership with Human Rights
Watch focused on the intersection of Human Rights
and Economic Justice. This partnership reflects our
commitment to engaging in meaningful dialogue
around economic equality and corporate responsibility.
Building on the successful initiatives from previous
years, Pollen Street maintains its active partnership
with Future First, continuing to support social
mobility through interactive sessions and mentoring
opportunities. These engagement programs aim to
provide practical insights for state school students
interested in the industry.
Pollen Street continues to strengthen our commitment
to diversity in financial services through strategic
partnerships with both 10,000 Interns Foundation
and GAIN (Girls Are Investors) in 2024. The summer
internship program welcomed participants from both
organisations, providing them with comprehensive
exposure to both Private Equity and Private Credit
strategies through structured learning, hands-on project
work, and mentorship from senior team members.
POWERING SOCIAL RESPONSIBILITY
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Annual Report and Accounts 2024
INDUSTRY INITIATIVES ALIGNMENT
We are proud to participate in a number of organisations and initiatives to advance collaboration, best-practice
and transparency on ESG and sustainability across the industry and broader society.
RESPONSIBLE INVESTMENT
We have been a signatory to the United Nations’ Principles for
Responsible Investment since 2019. We received a 4* rating in the
Policy Governance and Strategy module and 5* in Private Equity and
Private Debt modules in the most recent rankings.
Under the EU SFDR, Pollen Street has committed to Article 8 for current
Private Equity and Private Credit funds and is working to align processes
and disclosures with Article 8 requirements across all future funds.
DIVERSITY, EQUITY & INCLUSION
We are advocates and partners to a number of diversity organisations
and initiatives, to advance awareness and representation across the
industry:
CLIMATE CHANGE
Pollen Street is a member of the Climat International (“ICI”) initiative
in order to participate with industry peers and share best practice to
address Private Equity’s exposure to climate change risk.
We are also a member of Fairr Initiative, a growing investor network
focusing on ESG risks in the global food sector.
ESG REPORTING EXCELLENCE
We have been an inaugural member of the ESG Data Convergence
Initiative since 2021, participating in working groups to improve the
metrics and benchmarks.
This is a joint investor initiative to collectively increase the quality,
consistency and comparability of ESG data in private markets.
LOOKING AHEAD - RESPONSIBLE
INVESTMENT STRATEGY IMPLEMENTATION
We have a continued commitment to enhance ESG
performance through a systematic approach and
collaborative engagement, enabling us to effectively
manage risks while generating sustainable value for
investors and stakeholders.
We have identified key strategic initiatives for the coming
year. A primary focus will be on enhancing our ESG
reporting and scoring methodologies to provide more
granular insights into portfolio performance. This also
enables us to meet emerging disclosure requirements
linked to evolving ESG regulations whilst ensuring the
accuracy and relevance of our ESG data.
Additionally, we will expand our stewardship across
Private Equity and Private Credit investments to drive
meaningful engagement. As we drive a focus on
strong governance for safer, sustainable businesses,
we will also be addressing emerging trends such as
Responsible AI.
Furthermore, we continue to strengthen our climate risk
management practices through deeper alignment with
TCFD recommendations, reinforcing our commitment
to address climate-related risks and opportunities.
These initiatives reflect our commitment to maintaining
industry leadership in ESG integration whilst
addressing evolving regulatory standards.
Alison Collins
Head of ESG
24 March 2025
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Strategic Report
CLIMATE-RELATED RISK
MANAGEMENT – TASK
FORCE ON CLIMATE-
RELATED FINANCIAL
DISCLOSURES (“TCFD”)
STRATEGIC INTEGRATION OF CLIMATE
CONSIDERATIONS
Our position as a specialist investor in financial
and business services, with particular focus on
SME & Consumer lending, insurance, and fintech
sectors, requires consideration of climate-related
impacts across our operations and our portfolio
of investments. We recognise both the challenges
and opportunities presented by the transition
to a low-carbon economy and have integrated
these factors into our investment strategy and
decision-making processes.
Key Objectives of the TCFD Report
This report features the elements forming an
integrated framework for assessing and managing
climate-related risks and opportunities across the
firm and its investment process.
1. Risk Identification and Assessment:
We aim to identify and assess climate-related risks
associated with Pollen Street’s investment strategy,
evaluating the potential physical, regulatory and
transitional risks that may impact the long-term
performance of our assets.
2. Opportunity Analysis:
Recognising that climate change presents not only
risks but also opportunities, we explore how our
investments can contribute to a more sustainable
and resilient financial sector.
3. Scenario Analysis:
To enhance our risk management capabilities, we
conduct qualitative scenario analyses aligned with
TCFD recommendations. These scenarios help us
understand the potential impact of different climate-
related outcomes, and to make informed decisions.
4. Disclosure of Findings:
Transparent communication is essential in building
trust with our stakeholders. We have described
our progress against the 11 recommendations of
the TCFD, across four key pillars of Governance,
Strategy, Risk Management and Metrics and Targets.
Through these activities, we aim to establish
standards for climate-conscious investment
practices while positioning our portfolio companies
and borrowers to succeed in an evolving regulatory
and environmental landscape.
Compliance statement
Since 2022, the Group has reported voluntarily against
the TCFD Disclosures and 2024 marks the first year
of fulfilling the full requirements under the FCA listing
rules. The climate-related financial disclosures set out
on pages 32 to 45 of this report are consistent with
the 11 TCFD recommendations and recommended
disclosures on governance, strategy, risk management,
and metrics and targets, including the all-sector
guidance and supplemental guidance for asset
managers, except for Strategy (c), where further work
is planned to undertake comprehensive financial
modelling under different climate-related scenarios, and
the development of a transition plan.
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Annual Report and Accounts 2024
GOVERNANCE
Utilising an established oversight structure with Board and ESG
Committee to improve climate strategy and reporting.
Building our climate risk capabilities by partnering with SLR
Consulting Limited (“SLR Consulting”), a specialised third-party
advisor, to develop a structured operational framework.
STRATEGY
Strengthening the TCFD roadmap to support scenario analysis and
risks and opportunities identification, by engaging SLR Consulting
and leveraging a comprehensive gap analysis.
Engaged with UNPRI, Initiative Climat International and other industry
groups to incorporate best-practice climate tools frameworks.
RISK MANAGEMENT
Advancing capabilities to identify and assess climate-related risks
and opportunities at the firm level and improving methodologies for
qualitative scenario risk assessment.
Continue to strengthen climate considerations in business processes
and due diligence, utilising industry standards and working with third
party specialists.
METRICS AND
TARGETS
Fifth year of carbon emissions measurement at firm and portfolio
level, and maintained carbon neutral status at the Pollen Street
Grouplevel only.
Leveraging the Private Markets Decarbonisation Roadmap as a
guide and actively aligning investments, ensuring all the Private
Equity and Private Credit portfolio are committed to measure carbon
emissions and setting decarbonisation plans.
2024 HIGHLIGHTS
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Strategic Report
GOVERNANCE
The organisation’s governance structure for the oversight,
strategy and implementation of climate-related risks and
opportunities.
OVERSIGHT
STRATEGY & DELIVERY
EXECUTION
Board Risk Committee
Management of risks, including any ESG and Climate risks, reviews and approves our register of
principal risks and ensures the Board has full oversight.
ESG Committee
Promotes, supports and
helps to integrate responsible
investing practices across
investments and the firms’
operations.
Ensure key actions and
decisions are escalated to the
Board as applicable.
Risk & Operations Committee
A management level
committee that provides
stewardship of Group’s risk
framework.
Responsible for oversight of
operational risks within the
Group, escalating as applicable
to the Board Risk Committee.
Investment Committee
Responsible for all investment
decisions across all funds
including setting investment
strategies, review and
approval of new investments,
divestments, climate
considerations and material
matters related to current
investments.
ESG team
Implements ESG strategy
and targets, collaborating
with deal teams and business
functions to drive best
practices across Private
Equity and Private Credit
strategies.
Deal teams
Incorporates ESG and climate
factors in investments,
escalates due diligence
findings, and follows up with
counterparties on identified
issues.
Portfolio companies and
Borrowers
Implements climate initiatives
and reports ESG metrics
to Pollen Street to evaluate
performance and manage
risks.
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Annual Report and Accounts 2024
1. BOARD OVERSIGHT OF CLIMATE-
RELATED RISKS AND OPPORTUNITIES
The Board, assisted by the ESG Committee and the
Risk & Operations Committees, provides ultimate
oversight over the Group’s strategy, including
management of any material risks and opportunities,
and ensures that appropriate policies and procedures
are in place, as well as approving relevant public
disclosures.
The Board Risk Committee meets four times a
year and are responsible for oversight of all risk
matters across the Group including climate-related
risks, which are included on the risk register. ESG
is a standing agenda item and the Committee are
provided with relevant information and metrics
related to climate risk as required.
The Non-Executive Directors on the Board have
deep corporate and regulatory expertise with
experience of implementing TCFD and managing
climate risks from their Board positions on large,
listed companies. The Board recognises that ESG
factors and climate concerns can impact the Group’s
performance, and have assigned authority to the
CEO to lead on such matters.
ESG and climate-related training will be incorporated
into the Risk Committee agendas at appropriate
intervals.
2. MANAGEMENT’S ROLE IN ASSESSING
AND MANAGING CLIMATE-RELATED RISKS
AND OPPORTUNITIES
The ESG Committee, which is one of the Group’s
management-level committees, are responsible
for overseeing the implementation of the Group’s
responsible investment policies and initiatives,
including climate matters across the firm and broader
portfolio, meeting on a quarterly basis. The Investment
Committee, comprising senior investment partners
from across the Group, considers and reviews ESG and
climate-related risks and opportunities as part of due
diligence and the investment decision-making process
across the Private Equity and Private Credit strategies,
reviewing the summary of risks, opportunities and
associated post-investment action plans.
The Group has a dedicated ESG team, which
consists of a Head of ESG and an ESG Associate,
who are responsible for the strategic direction and
reporting of ESG at Pollen Street and engaging
relevant Pollen Street staff and borrowers in line with
our ESG Policy. The ESG team works closely with
deal teams to ensure ESG considerations are fully
embedded within the investment process; escalating
and following up any ESG issues identified as part of
diligence and ongoing monitoring.
Regular training on climate-related and regulatory
matters is provided to staff to support the
identification of climate risks and opportunities.
These include recorded sessions led by third-party
climate and regulatory experts.
The Group’s governance priorities for 2025 are:
strengthen our data-driven approach to climate
governance, enabling more informed decision-
making and oversight at the Board level; and
take a pragmatic approach to enhancing our
governance structure by improving coordination
between operational teams and the Board on
climate-related matters.
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Strategic Report
3. DESCRIPTION OF THE CLIMATE-
RELATED RISKS AND OPPORTUNITIES THE
ORGANISATION HAS IDENTIFIED OVER
THE SHORT, MEDIUM AND LONG TERM
4. IMPACT OF CLIMATE-RELATED
RISKS AND OPPORTUNITIES ON
THE ORGANISATION’S BUSINESSES,
STRATEGY AND FINANCIAL PLANNING.
5. DESCRIPTION OF THE RESILIENCE OF
THE ORGANISATION’S STRATEGY, TAKING
INTO CONSIDERATION DIFFERENT
CLIMATE-RELATED SCENARIOS,
INCLUDING A 2°C OR LOWER SCENARIO.
Process undertaken for risk identification and
assessment:
While our initial materiality assessment indicates
limited exposure to climate-related risks due to our
leased office locations in metropolitan areas, we
acknowledge that climate change could affect our
Group’s operations and performance over time. This
assessment considered both transition and physical
climate risks.
We continued to work with a third-party experts as
part of the exercise to strengthen our approach to
climate risk, to support better understanding of the
impacts a changing climate and the net zero transition
has on Pollen Street’s operations and investments.
The work includes the following elements:
• TCFD diagnostic gap analysis and roadmap,
reviewing how climate risks are incorporated into
the Group’s risk management framework;
• Initial materiality assessment;
• Engaging external support to develop a long list of
risks and opportunities;
• Internal workshop and engagement to prioritise
risks and opportunities linked to different time
horizons; and
• Qualitative scenario analysis.
Identifying and prioritising material climate
risks and opportunities
We assess climate-related risks and opportunities
across our funds and the regions where we operate.
We have undertaken a qualitative climate-related
risk and opportunity workshop with representatives
from the investment teams and business functions.
The purpose was to score and summarise material
transition and physical risks and opportunities
relevant to the business, and which might result in
indirect financial impacts to Pollen Street.
Material risks are defined as those that have
the potential to have a significant effect on our
operations, strategy or financial performance if they
are not suitably controlled. Material opportunities are
those that have the potential to enhance the financial
performance of the business.
STRATEGY
The Strategy pillar includes the actual and potential
impacts of climate-related risks and opportunities on the
organisation’s businesses, strategy and financial planning
where such information is material. This includes the
following areas as related to the TCFD framework:
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Annual Report and Accounts 2024
Time horizons considered were selected based on
Pollen Street’s broader business planning cycles and
targets. We look at three time horizons for climate-
related risks and opportunities, defined as:
Short term – 0-2 years
Medium term – 3-7 years
Long term – 7+ years
Climate-related risk Time horizon Impact Management response
Transition risks encompass the financial impacts of transitioning to a low-carbon economy,
including policy and regulatory changes, market shifts, and technological advancements.
Market
Changes in market
dynamics due to climate
trends may lead to
fluctuations in asset value
Medium
term
Medium Pollen Street is strengthening climate
risk assessments in due diligence by
leveraging external expertise, where
needed. We will also benchmark risks
and management strategies against
competitors.
Market
Risks in underlying
investments may be hidden
or poorly understood
Short-
medium
term
Medium Teams undertake thorough due diligence
and continue to strengthen assessments
as market demands and technologies
evolve. We disclose our climate and
wider ESG performance transparently, to
help maintain our strong reputation with
current and future investors.
Technology
Potential for unsuccessful
investment in new
technologies, including
climate-related products
and solutions
Medium
term
Medium Investment teams take third-party
advice and undertake research into
new technologies. Due diligence
assessments are undertaken as above.
Reputational
Risk of reputational damage
from lack of compliance
with climate-related targets
and regulations resulting in
loss of access to capital, or
loss of mandate
Medium
term
Medium Pollen Street aims to comply and keep up
with new climate-related regulations and
disclosure requirements We monitor, and
engage legal experts on, regulatory and
industry developments.
Market
Potential challenges
accessing ESG resources
and expertise as the
reporting and regulatory
environment evolves
Short-
medium
term
Low In-house training and upskilling of
existing employees, as well as the use
of third-party expertise and consultants
helps to mitigate this risk. The group
can access ESG expertise through
leveraging best practise from current
and future portfolio companies as they
undertake similar exercises.
Physical risks refer to the direct impacts of climate change, such as extreme weather events,
sea-level rise, and changes in temperature patterns. These risks are typically categorised as
acute or chronic and can have significant financial and operational implications.
Chronic
Long-term chronic climate
changes and weather
events disrupting business
operations
Medium-long
term
Low Pollen Street have disaster recovery
plans in place for business operations
and monitors the environment and the
insurance market. This is a slower-
moving risk, as the firm is based in UK
based metropolitan areas.
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Strategic Report
These time horizons are broadly related to the length
of an individual investment (short term), the length of
a fund’s life (medium term) and a reasonable period
of visibility for the Group as a whole (long term).
Impacts were ranked as low, medium or high based
on likelihood and / or probability.
Our most material risks and opportunities are detailed
in the tables below. Risks and opportunities were
assessed as to the probability and potential impact,
with the results presented below.
Climate-related risk Time horizon Impact Management response
In addition to climate risks, Pollen Street has identified and invested in opportunities to support
solutions that support the transition to a sustainable economy, enabling businesses and individuals
to improve their resilience to climate-related risks and contribute positively to sustainability goals.
These include investments in sectors such as electric vehicles and green home improvements.
Market
Further integration of
ESG factors into business
processes
Short-
medium
term
Low Pollen Street is Further integrating ESG
factors into investment processes as an
opportunity to recognise the growing
emphasis on risk management, enhance
operational resilience and strategic
decision-making.
Products & Services
Investment opportunities
that leverage shifts in
consumer preferences to
incorporate climate change
mitigation
Short-
medium
term
Medium Pollen Street actively identifies and invests
in businesses that enable consumers and
enterprises to adopt climate-conscious
solutions in financial services, focusing
particularly on opportunities in green
lending, sustainable home improvements
and low-carbon mobility.
Resilience
Continue to pursue and
improve an environmental
sustainability strategy
Short-
medium
term
Low The team strengthens its environmental
sustainability practices through
enhancement of measurement, policies
and portfolio engagement. The strategy
is underpinned by comprehensive
carbon measurement and leveraging
industry best practice.
Due to the nature of its operations and investments in
the financial services sector, Pollen Street found that
transition risks were most material to the business,
with physical risks presenting a lower financial impact.
Acute physical risks were considered a lower impact.
This is because Pollen Street operates in an office-
based services sector and so impact to staff and
operations is minimal, even in extreme conditions,
resulting in low financial impact from disruptions to
normal business operations.
As noted above, at a Group level we consider the
impact of climate-related risks on the firm’s operations
and financial statements to be low. However, the
Group is dedicated to evaluating and addressing
the impact of identified climate-related risks and
opportunities. We are committed to mitigating the
potential impacts by demonstrating strong climate
stewardship through transparent climate disclosures.
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Annual Report and Accounts 2024
Addressing climate risk as part of the investment
process
We acknowledge that ESG risks and opportunities
exist across our portfolio companies and borrowers
– varying by sector, geography and investment
duration. While we avoid investments that cause
environmental harm, we take a balanced approach to
managing these considerations.
During our pre-investment evaluation, we place strong
emphasis on ESG and environmental considerations.
Our proprietary rating system assesses potential
investments’ ESG performance, with environmental
metrics forming a core component of our ongoing
performance tracking. Our due diligence examines
climate risks and environmental management, while
evaluating potential climate opportunities specific to
each business and sector. We facilitate knowledge
sharing across our portfolio through regular ESG and
climate-focused forums.
We will continue to update and improve due diligence
processes for both Private Equity and Private
Credit strategies to include additional climate risk
considerations.
Financial Planning
We will be strengthening our financial planning
processes to incorporate climate-related scenarios
and potential impacts over different time horizons,
documenting as appropriate. This will help us
understand how different climate-related outcomes
may affect the financial performance of our
investments, allowing us to make informed decisions
and develop robust strategies for the future.
Scenario Analysis
As part of our engagement with SLR Consulting,
we have conducted preliminary qualitative scenario
analysis to evaluate identified climate risks. This
assessment examined vulnerability, likelihood, and
impact across three scenarios (orderly transition,
disorderly transition, and hot house world) over short,
medium, and long-term horizons.
The climate risks identified above were assessed
under the different scenarios, and of the six identified
risks, only one “Market – Changes in market dynamics
due to climate trends may lead to fluctuations in asset
value” was deemed to be medium risk under the
orderly transition scenario. All other risks were scored
low under all scenarios.
CLIMATE SCENARIOS
Orderly Transition Disorderly Transition Hot House World
Network for
Greening the
Financial System
(NGFS)
(selected scenarios for
the workshop in bold)
• Net Zero 2050
• Below 2°C
• Delayed Transition
• Divergent Net Zero
• Current Policies
• Nationally Determined
Contributions
Approx. temperature
increase
1.0-2.0°C 2.1-3.5°C 3.0-5.0°C +
Description Decisive global policy action
is taken to limit global
warming from early 2020s.
Policy measures are delayed
until late 2020s/ early 2030s
meaning increased costs,
e.g., higher carbon prices.
No new policies are
introduced leading to
increasing physical impacts.
Less warming ➔ requires stricter climate policy ➔ increased transition
Higher warming ➔ greater physical risks
POLLEN STREET
39
Strategic Report
Strategic Resilience
As the Group invests primarily in Financial and
Business services sectors, we consider the risk of
significant effects of climate change associated with
the scenarios laid out above on the Group’s direct
operations to be limited in terms of proportionality to
the Group’s broader risk agenda. Relevant disaster
recovery and business continuity policies are in place
to ensure the safe and continued operation of our
office and IT infrastructure, which are overseen by the
Executive Committee.
Pollen Street will continue to evaluate climate-related
risks and opportunities, and quantify the impact
on the financial statements in accordance with the
timelines and based off likelihood and materiality.
The Group’s strategic climate priorities for 2025 are:
• the Group will continue to enhance its assessment
of climate-related risks and opportunities to
strengthen strategic planning and decision-making
across multiple time horizons;
• the Group will continue to update its climate
scenario analysis and evaluate methods to quantify
the financial impact of climate scenarios and
develop transition plans for any significant climate
risks identified.
POLLEN STREET
Annual Report and Accounts 2024
40
Stage Key features
ORIGINATION
• High-level screening of exposure to material climate risks of the
investment opportunities
• Understanding of potential climate opportunities
DUE DILIGENCE
• Review of climate risks and assessment of environmental
management processes of the investees through a due diligence
questionnaire and ESG score
• Consider the propositional impact for climate opportunities
specific to the investment opportunity and underlying business
sector.
INVESTMENT PERIOD
• Manage climate-related risks and opportunities through ongoing
monitoring and engagement with portfolio companies and
borrowers.
• Ensure effective processes to identify and manage risks are
employed, with reporting and disclosures meeting regulatory
requirements.
• Annual collection of Greenhouse Gas (“GHG”) emissions
(administered via third party) and other climate-related data to
assess score and progress
• Share best practice climate practices via ESG forums and
communications, leveraging external expertise as applicable
6. THE ORGANISATION’S PROCESSES
FOR IDENTIFYING AND ASSESSING
CLIMATE-RELATED RISKS
As set out in the risk management & principal risks
and uncertainties section on page 41, the Group
has developed a comprehensive risk management
framework, with the Board overseeing the
management of key and emerging risks, including
climate and other ESG risks, which are included on
the Group risk register. A working group that reports
into the ESG Committee analyses and reviews
climate-related risks and opportunities on a regular
basis, refreshing the risk register and associated
reporting as necessary.
We assess climate-related risks and opportunities
across our investment portfolio. This includes
analysing both physical risks and transition risks. We
also consider the potential impact of climate-related
risks on different asset classes and sectors.
The Group has a set of minimum standards to ensure
climate change risks are assessed and measured
within the investment process, which are incorporated
into initial deal team investment assessments and
ongoing portfolio management. This includes reviewing
counterparty approach to environmental factors and
collecting metrics to identify the environmental impacts
of their operations, and to implement reasonable
measures to minimise any negative impacts.
RISK MANAGEMENT
Across the investment process, climate-related risks
are reviewed and addressed as per the below.
POLLEN STREET
41
Strategic Report
7. THE ORGANISATION’S PROCESSES FOR
MANAGING CLIMATE-RELATED RISKS
Any climate-related risks are managed by the ESG
and investment teams with support from other
parts of the business as appropriate. The risks are
also subject to challenge from our second line risk
management function and on the roadmap of our
internal audit programme.
At the investment level, through active ownership
and engagement, we partner closely with portfolio
companies to advance their ESG practice and
to address any climate risks. Our approach
includes ensuring board-level accountability for
ESG and establishing dedicated ESG contacts at
each company. We proactively guide all portfolio
companies to align with the Private Markets
Decarbonisation Roadmap and facilitate carbon
measurement by connecting them with specialised
carbon accounting partners. Additionally, we provide
support on decarbonisation and net zero verification
approaches, helping companies validate their
environmental claims.
8. PROCESSES FOR THE INTEGRATION
OF IDENTIFYING, ASSESSING AND
MANAGING CLIMATE-RELATED RISKS
INTO THE ORGANISATION’S OVERALL
RISK MANAGEMENT
By integrating climate-related risks into our risk
management framework, we aim to enhance the
long-term resilience and sustainability of the Group. We
continuously monitor and review our risk management
practices adapting to evolving climate-related
challenges and seize opportunities for sustainable
growth. Our commitment to effective risk management
ensures that we are well-positioned to navigate the
changing landscape of climate-related risks, and
capitalise on the opportunities presented by the
transition to a low-carbon economy.
The monitoring of climate-related risks is integrated
into Pollen Street’s existing risk management and
investment monitoring processes. Identified climate
risks are monitored on a regular basis, including
progress against ESG roadmaps, initiatives and KPIs.
In addition, the ESG team, with support from the
investment teams, conducts an annual portfolio-wide
ESG review which includes climate-related risks.
Over the last year we have developed our proprietary
ESG scoring model and we measure carbon footprint
across the firm and portfolio. This enables us to analyse
and track progress against our net zero targets, as well
as to identify further improvement opportunities.
The Group’s climate risk management
priorities for 2025 are:
enhance the integration of climate-related risks
within our corporate risk management framework;
strengthen our climate risk analysis and reporting
capabilities through improved tools and a data
driven approach; and
enhance our climate risk management processes
by utilising industry-leading frameworks and
insights from Initiative Climat International.
POLLEN STREET
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Annual Report and Accounts 2024
9. METRICS USED BY THE ORGANISATION
TO ASSESS CLIMATE-RELATED RISKS
AND OPPORTUNITIES IN LINE WITH
ITS STRATEGY AND RISK MANAGEMENT
PROCESS.
As part of our annual ESG data collection, we
regularly monitor a broad range of climate-related
metrics along with a wider set of ESG measures. The
metrics that we track range from standardised KPIs
such as the adoption of climate-related policies and
appropriate governance through to KPIs specific to
individual portfolio companies. We also measure and
report on greenhouse gas emissions from across all
Private Equity portfolio companies and Private Credit
counterparties, using a third party to undertake the
assessment. We also incorporate climate-related
metrics into our ESG scoring mechanism, which is
used as a basis to target ESG improvements and
action plans for portfolio companies and borrowers.
Key metrics tracked with results from latest available
portfolio measures (2023):
• carbon emissions tracking – Scope 1,2 and 3
GHG emissions;
– PE companies: Scope 1: 3,851 tCO2e, Scope2:
1,554 tCO2e, Scope 3: 18,113 tCO2e (excluding
purchased goods and services)
• implementation and status of net zero commitments
and decarbonisation strategies; and
– 46% of PE companies have net zero commitments
• % of renewable energy usage.
– 71% of PE companies source renewable
energy tariffs
For credit facilities which have ESG margin ratchets
in place, a key factor is also on achieving accredited
net zero targets.
We have adopted the Private Markets Decarbonisation
roadmap as a framework for understanding the
portfolio’s decarbonisation activities and progress
towards net zero. Data on alignment is collected as
part of the annual ESG data collection and used to
help guide and set decarbonisation targets across
the portfolio, leveraging science-based targets
methodologies or equivalent.
Further metrics and targets will be developed to link
to specified climate risks and opportunities. As the
Group’s investments are within Financial and Business
services which are asset light, financed emissions
for investments do not have a direct correlation with
identified climate risks.
METRICS AND TARGETS
POLLEN STREET
43
Strategic Report
2024
tCO2e
2023
tCO2e
2022
tCO2e
Scope 1
Direct emissions form the organisation’s activity - - -
Scope 2
Emissions from the use of purchased electricity (market-based) - 1.2 2.4
Scope 3
Indirect emissions that occur in value chain
Business travel 242.6 376.9 117.0
Employee commuting including working from home 14.4 14.9 11.0
Waste generated in operations (inc. water) 3.5 8.5 3.1
Upstream leased assets 1.2 1.1 -
Total Scope 3 emissions 261.7 401.4 131.1
Total
Total Scopes 1,2, and 3 emissions 261.7 402.6 133.5
Intensity
Scope 1 and 2 emissions per FTE - 0.01 0.03
Scope 1,2 and 3 emissions per FTE 3.0 4.8 1.7
Scope 1,2 and 3 emissions per AuM (£bn) 48.5 95.9 38.9
The method used for calculating GHG emissions is in line with the GHG Protocol Corporate Accounting and Reporting Standard. Scope 1 represents
the direct emissions from owned or controlled sources (such as gas boilers or owned fleet vehicles), Scope 2 represents the indirect emissions from
the generation of purchased electricity and Scope 3 represents other indirect emissions across our value chain (including business travel, employee
commuting including work from home, waste and water and excluding purchased goods and services and financed emissions).
Comparisons with previous reporting year
As per previous years, the Group has no Scope 1
emissions. Scope 2 emissions (market-based) have
decreased to zero due to vacating the US office facility
during 2023, and as we source 100% renewable
energy in the London office, this has reduced the
market-based scope 2 emissions to zero.
The bulk of the group’s Scope 3 emissions arise from
business travel, which decreased in 2024, driven
by international fund raising patterns, and reduced
European M&A activity compared to the prior year.
Streamlined energy and carbon reporting (SECR)
During 2024, the Group consumed 137mWh of
electricity in its London offices, all of which were
purchased via renewable energy tariffs. The associated
Scope 2 carbon emissions (market-based) are
reported in the above table under the GHG protocol
methodology. Pollen Street’s offices are housed in
a building with an EPC energy rating of B, which
features modern insulation and improved sustainability
credentials.
10. DISCLOSURE OF SCOPE 1, SCOPE 2 AND, IF APPROPRIATE, SCOPE 3 GREENHOUSE GAS
EMISSIONS AND THE RELATED RISKS.
We have performed an annual carbon footprint measurement exercise since 2019 with the results for the Group
(excluding portfolio companies) shown below for the past three years. The numbers in the table below are
calculated using a third-party, KeyESG, for Pollen Street.
POLLEN STREET
44
Annual Report and Accounts 2024
Actions taken to reduce carbon emissions
We remain committed to supporting our employees
make more sustainable choices by offering initiatives
such as the cycle-to-work scheme and a salary
sacrifice scheme for electric vehicles. Additionally, we
source 100% renewable electricity for our London
offices, helping to lower our Scope 2 emissions in
accordance with the market-based GHG protocol
methodology. We also continuously refine our
processes and technologies to enhance energy
efficiency and minimise travel where feasible.
While we acknowledge that these efforts alone do
not eliminate our operational emissions, we offset our
remaining carbon footprint by purchasing accredited
carbon credits, ensuring we maintain carbon-neutral
status. These offsets cover our Scope 2 and Scope 3
emissions, as detailed in the table above.
11. TARGETS USED BY THE ORGANISATION
TO MANAGE CLIMATE-RELATED
RISKS AND OPPORTUNITIES AND
PERFORMANCE AGAINST TARGETS
Pollen Street has set targets as follows:
• Pollen Street as a firm to maintain carbon neutral
status each year
• Portfolio companies to set net zero targets within
5years of Pollen Street investment
The Group maintained carbon neutral status in 2024,
not only by making carbon reductions, but also by
purchasing accredited carbon offsets for reported
scope 1, 2 and 3 emissions for group operations
through Ecologi, which totalled 261.7 tCO2e in the
period. In addition to committing to carbon neutral
status for each year, we will consider net zero
commitments in the coming period.
We are working with portfolio companies to
set net zero commitments within five years of
Pollen Street investment. Working with Initiative
Climat International, using the Private Markets
Decarbonisation roadmap to map the activities and
progress towards this goal as detailed above. We
also score portfolio companies on their climate and
environmental management strategies as part of our
deal scoring model, setting expectations to improve
practice in this area and to put in place meaningful
carbon reduction plans. We use these scores as
part of an ESG margin ratchet for Private Credit
investments, subject to achieving ESG performance
targets.
Our priorities for metrics and targets for 2025 are:
expand and refine our carbon emissions measurement,
focusing on comprehensive Scope 3 and financed
emissions across our investment portfolio with an
ongoing focus on data quality;
support the adoption of science-based net zero
targets at both Group and portfolio level, ensuring
meaningful and measurable commitments across
our investments; and
monitor and support portfolio companies’ progress
on decarbonisation initiatives, aligned with the
Private Markets decarbonisation roadmap.
Alison Collins
Head of ESG
24 March 2025
POLLEN STREET
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Strategic Report
POLLEN STREET
Annual Report and Accounts 2024
46
The Directors are required to understand the views
of the Group’s key stakeholders and describe in the
Annual Report how their interests and the matters
set out in Section 172 of The Companies Act 2006
(“Section 172”) have been considered in Board
discussions and decision making in accordance
with the UK Corporate Governance Code. Whilst
the Company is a Guernsey registered company
and therefore the Directors are not subject to the
UK Companies Act 2006 requirements, the UK
Corporate Governance Code 2018 requires that the
matters stated under Section 172 are reported on by
all companies irrespective of domicile.
The Directors overarching duty is to act in good
faith and in a way that is the most likely to promote
the success of the Group as set out in Section 172.
Fulfillingthis duty supports the Group in achieving
its objectives and helps to ensure that all decisions
are made in a responsible and sustainable way.
Inaccordance with the requirements of The Companies
(Miscellaneous Reporting) Regulations 2018, the Group
explains how the Directors have discharged their duty
under Section172 below.
Understanding the views and interests of our
stakeholders helps the Board to make reasonable
and balanced decisions. Working closely with our
stakeholders is an integral part of our business model
and strategy and the Board seeks to understand the
needs and priorities of the Group’s stakeholders, and
these are taken into account during all its discussions
and as part of its decision-making process. Details of
how the Board has engaged with its key stakeholders
and considered their interests in Board discussions
and decision-making are set out in this section.
The Board defines the Group’s key stakeholders as
individuals or groups who have an interest in, or are
affected by, the activities of our business; accordingly,
the Board has considered its key stakeholders to
be fund investors, employees, borrowers & portfolio
companies, shareholders and regulators. Information
on environmental, human rights, employee, social and
community issues is set out on pages 24 to 31 of this
Annual Report and Accounts.
FUND INVESTORS
The Group manages funds on behalf of third-party
investors. Continued support from our fund investors
is critical to enable the Group to grow its AuM and
deliver the Group’s strategy. Fund investors are crucial
to our business, providing capital for our investment
activities and receiving our fiduciary commitment. Our
dedicated investor relations team manages existing
relationships and cultivates new ones. The Group is
committed to maintaining strong relationships with our
investors through transparency, trust, and consistent
engagement.
How We Engage
The Group has a dedicated investor relations function,
which together with our senior management, manage
the Group’s relationships with all fund investors whilst
seeking to develop new relationships with prospective
investors. The Group maintains an ongoing dialogue
with investors to ensure there is a clear understanding
of expectations and performance. Fund performance
STAKEHOLDER
ENGAGEMENT &
SECTION 172 STATEMENT
The Directors’ overarching duty is to act in good
faith and in a way that is the most likely to promote
the success of the Group as set out in Section 172
of the Companies Act 2006.
POLLEN STREET
47
Strategic Report
is presented through quarterly reporting and update
calls, as well as at Annual General Meetings and
Limited Partner Advisory Committee on an annual,
oras required, basis.
Furthermore, prospective fund investors conduct due
diligence as part of their investment process. During
the year, the Group facilitated detailed due diligence
for both Private Equity and Private Credit investor
bases as part of the Group’s significant fundraising
activities across the strategies, ensuring alignment
with their concerns and priorities. Regular feedback
on these meetings and ongoing fundraising activity is
provided to the Board.
What Matters to Them?
From our engagement over the year, we have
identified that our investors are focused on several key
areas including: fund performance as they prioritise
consistent and robust returns on their investments,
transparency through high-quality reporting and open
communication, and alignment of interests by valuing
a fiduciary approach that ensures their interests are
prioritised in all decision-making processes.
Key Priorities for 2025
We will continue providing a market-leading offering
to our investors whilst simultaneously adapting to
their evolving priorities;
We will continue to maintain investor trust through
continuous engagement, ensuring their ongoing
investment and support; and
We will continue to enhance transparency by
refining communication channels and providing
more granular insights into fund performance.
SHAREHOLDERS
Continued shareholder support and engagement
is critical to the existence of the business and the
delivery of the long-term strategy of the business.
The Group’s shareholders include institutional,
professional, professionally advised and retail
investors. The Group understands the need to
communicate effectively with existing and potential
shareholders, briefing them on strategic and
financial progress and attaining feedback. The
Board is committed to maintaining open channels of
communication and to engage with shareholders in a
manner which they find most meaningful, in order to
gain an understanding of the views of shareholders.
How We Engage
In 2024, Pollen Street Group Limited continued to
prioritise effective communication and engagement
with our shareholders, ensuring their interests were
considered in our decision-making processes.
Our approach to shareholder engagement has
combined traditional methods with innovative
platforms to reach a diverse investor base. We
continued to hold our regular investor roadshows,
organised by our corporate brokers. These events
provided shareholders and potential institutional
investors with opportunities to engage directly with
our management team, discuss our strategy, and
provide feedback on our performance on key market
issues and shareholder concerns. This includes
market dynamics and corporate perception.
A significant development in our shareholder
engagement strategy was the initiation of our
partnership with the Investor Meet Company
platform. This platform has allowed us to cater
specifically to our retail audience, providing them with
direct access to company presentations and Q&A
sessions. Through this initiative, we have been able
to collect valuable data, analytics, and feedback,
which has informed our decision-making and helped
us ensure fair treatment of all shareholders.
By leveraging the insights gained
from these engagement activities, we
have strengthened our ability to report
meaningfully against the engagement
principles of our governance code.
This approach has also enhanced our
Section 172 statement, demonstrating
our commitment to promoting
the success of the Group while
considering the interests of all shareholders.
Our diverse engagement strategy has enabled us
to maintain open lines of communication with our
entire shareholder base, ensuring that we remain
responsive to their needs and concerns as we
drive the Group forward. The Group welcomes
engagement from shareholders at the AGM as it sees
it as an important opportunity for all shareholders to
engage directly with the Board. The Board values any
feedback and questions it receives from shareholders
ahead of and during the AGM and will take action
or make changes, when and as appropriate. All
Directors attended the 2024 AGM either in person or
via electronic means. All voting at general meetings is
conducted by way of a poll. Following the AGM, the
voting results for each resolution are published and
made available on the Group’s website.
The Annual Report and Accounts and Interim
Report are made available on the Group’s website
and are circulated to shareholders. These reports
provide shareholders with a clear understanding of
48
POLLEN STREET
Annual Report and Accounts 2024
financial performance and position of the Group. The
publication of these is announced via the London
Stock Exchange. Feedback and questions the Group
receives from the shareholders and analysts help the
Board evolve its reporting.
In the event shareholders wish to raise issues or
concerns with the Directors, they are welcome to
do so at any time by contacting the management
team or writing to the Chair at the registered office.
Other members of the Board are also available to
shareholders if they have concerns that have not
been addressed through the normal channels.
Feedback can also be gained via the Group’s
corporate brokers, which is communicated to the
Board on a regular basis.
What Matters to Them?
Our ongoing engagement with shareholders
throughout the year suggests the following as key
areas of focus: financial performance and growth, fund
performance, share price and valuation, dislocation
between share price and underlying value, liquidity
of the shares and return of capital. Our shareholders
view the dividend policy complementing the Group’s
growth strategy as key components of value creation
along with the support of the Buyback program. This
comprehensive view of shareholder value creation
reflects the multifaceted approach of our investors and
our shareholder engagement process.
Key Priorities for 2025
We will continue to engage with our shareholders
regularly to maximise the engagement. The Board
considers that engagement with, and participation
from, our shareholders is of key importance to
the success of the business and in achieving
our aim of creating long-term and sustainable
shareholdervalue.
EMPLOYEES
The Group’s success is intrinsically linked to its people,
and achieving strategic goals depends on retaining,
developing, and motivating employees. Werecognise
that proactive engagement with employees
fosters an open corporate culture where ideas and
concerns can be shared freely. Our approach to
employee engagement is multifaceted, focusing on
communication, career development, and wellbeing.
Our engagement strategy is key to ensuring that our
employees remain well informed and we promote an
open corporate culture within which employees can
openly share their ideas and views.
How We Engage
We pro-actively engage with employees formally and
informally throughout the year, through initiatives:
an annual company-wide offsite inclusive of
all employees and a bi-monthly townhall, both
focusing on Group performance, new investment
activity, team developments and general business
initiatives and enhancements. This forum also
allows us to provide employees with strategic
updates on performance and news, latest deals,
awards and recent media coverage;
regular company-wide communications on new
deal announcements and news alerts keeping
employees up to date with our latest deals,
strategic focus, and news as it happens;
a set of core company values which are
communicated and reinforced through our
daily operations, including recruitment, career
development, people decisions and in our
interactions both internally and externally;
a community and charity strategy, including
partnership with not-for-profit organisations such
as the E&Y Foundation, Future First, employee
volunteering opportunities and charity support;
a DEI strategy with a focus on social mobility
and under-represented groups in the industry,
including partnership with Level 20, GAIN and
10,000 interns. We also conduct an annual
engagement and DEI survey, allowing us to collect
DEI data and understand employee engagement
and sentiment. Results of our survey are published
in our annual ESG report and we report back to
employees the results of the survey. In response
to the feedback collated we agree tangible actions
for the year ahead;
a competency-based recruitment process,
supported with unconscious-bias and interview
training to ensure fair and equal opportunities for
all candidates and to enhance diversity of thought
within our teams;
an employee engagement strategy focusing on
annual events and observances that acts as a
conduit for bringing our people together and
regular team-building events to continuously
strengthen our working relationships, company
culture and shared values. Employees are also
encouraged to recognise successes and share
news across the team regarding specific wins and
achievements or events (such as Corporate Social
Responsibility events);
POLLEN STREET
49
Strategic Report
a learning and development curriculum, which
includes a manager development and coaching
programme, a company-wide Growth Mindset
programme, leadership development, targeted
role-specific training, an external speaker series
and bite-size learning sessions covering a
multitude of topics;
managers who meet with their direct reports
on a regular basis to better understand levels
of engagement and to identify any particular
challenges or concerns. This is enhanced by
an embedded performance process with twice-
annual reviews and ongoing feedback sessions to
discuss and monitor performance and progression
against objectives; and
a Human Resources team that meets with employees
on a regular basis to understand engagement and to
support employee development. A people update
is presented at monthly Executive Committee
meetings, ensuring people, culture and engagement
remain a strategic priority. In turn, relevant content is
included and discussed at Board level.
The Board has carefully considered the methods
described in the Financial Reporting Council’s
UK Corporate Governance Code 2018 (the “UK
Corporate Governance Code”) for engaging with
colleagues. The Board concluded that these methods
are not appropriate given Pollen Street’s scale and
comparatively small employee base concentrated
in a single London site, concluding instead that the
approaches described in the bullet points above to
be the most effective engagement approach for the
business in its current state. The Board will keep these
matters under review in the future.
What Matters to Them?
From our engagement over the year, we know that
our employees are focused on a range of matters
including professional and personal development,
operating within a progressive and entrepreneurial
environment where they can voice ideas and
concerns, recognition of their successes and
contribution along with appropriate reward and
advancing social mobility within the industry.
Key Priorities for 2025
We will continue to enhance the development
of our employees by expanding tailored training
programs, individual development plans, and
leadership initiatives. Investing significantly in these
efforts to address future skill requirements, foster
innovation, and support career progression, aligning
development initiatives with business goals;
We will strengthen Board oversight of corporate
culture by continuing to capture employee feedback
and integrating their insights into Board discussions
and strategic decision-making. Prioritising initiatives
that promote employee wellbeing, align with core
values, and a promote a cohesive corporate culture
the organisation; and
We will continue to enhance communication
and collaboration between the Board, senior
management, and employees through transparent
two-way communication channels, fostering
alignment, visibility of leadership decisions, and
ensuring employee perspectives are reflected in
the Group’s strategic direction.
BORROWERS & PORTFOLIO COMPANIES
Portfolio companies and borrowers are essential
stakeholders in the Group’s investment ecosystem.
These businesses are not only the source of returns
for fund investors and shareholders, but also play a
significant role in creating economic value and driving
sustainable growth by building great businesses
serving the financial ecosystem. The Group is
committed to fostering strong relationships with
these stakeholders to ensure mutual success.
Responsible portfolio management focuses on
sustainable value creation through financial and
non-financial enhancements. Our investment teams
foster strong relationships with portfolio company
management, leveraging deep industry expertise
to drive strategic decision-making. This approach
creates value for fund investors, shareholders, and
portfolio company stakeholders alike.
How We Engage
Through our Private Equity strategy, we back
inspirational leadership teams who have the passion
and discipline to drive strong growth safely. We foster
a strong relationship with each of them, accelerating
their success through applying deep sector
knowledge and a proven operational framework.
We work side by side with them to deliver on key
strategic priorities for each business, and as part of
this, we appoint members of our investment team to
each of the portfolio company boards. This creates
alignment to deliver success together.
In our Private Credit strategy, we have created a
deep network, increasingly becoming the go-to
provider in the market. Through this, we build
close ties with borrower leadership teams ahead
of deals signing, and this base is used to foster a
collaborative dynamic throughout the lifetime of the
deal. This is supported by a comprehensive suite of
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POLLEN STREET
Annual Report and Accounts 2024
covenants that are structured to create alignment
with our borrowers.
The Hub Team, drives additional value from the
portfolio by bringing to bear proven operational
excellence and implementation experience. The
Hub engages with portfolio companies to identify
opportunities, implement safeguards, and drive
efficiencies through technology innovation and digital
transformation. This takes the form of a combination
of hands-on guidance and best practice sharing, with
current focus on improving the portfolio companies’
approach to:
• Go-to-market
• Artificial Intelligence (“AI”) implementation
• Operational service design
During the year, the Group held a series of forums
for portfolio leaders and CTOs, which focused on
the practical benefits that can be achieved through
the use of AI, and its expanding influence on
transforming operational processes. These sessions
stepped through implementable use cases that have
the greatest potential to drive efficiencies across the
portfolio in the context of the developing technology
landscape.
What Matters to Them?
From our engagement over the year, we know that
our portfolio companies and borrowers are focused
on a range of matters including having a partner that
works alongside them to grow their business, is able
to provide the capital that they need to unlock further
growth and is committed to making a difference.
Key Priorities for 2025
We will continue to demonstrate to these
stakeholders that the Group can accelerate their
growth, to deliver against their business objectives
through strategic guidance, operational support,
and access tocapital; and
We will continue to apply our expertise to enhance
the approach to operational excellence of portfolio
companies and borrowers. Supporting them in
delivering against their strategic objectives through
sharing best practice in go-to-market, technology
innovation and embedding responsible investing
practices.
REGULATORS
Regulators play a critical role in providing oversight
of the Group’s operations, ensuring compliance
with legal and regulatory frameworks across
the jurisdictions in which the Group operates.
Constructive engagement with regulators is
essential to maintaining the trust of fund investors,
shareholders, and other stakeholders while
safeguarding the Group’s long-term success.
TheGroup regularly considers how it meets various
regulatory and statutory obligations, how it follows
voluntary and best-practice guidance and how any
governance decisions it makes can have an impact
on its stakeholders, both in the shorter and in the
longer term.
How We Engage
The Group takes a proactive and collaborative
approach to engaging with regulators, ensuring
that its operations align with all relevant regulatory
requirements and best practices. During the year,
the Group actively engaged with regulators to secure
necessary clearances and approvals for its activities,
including those from the Financial Conduct Authority
to secure the necessary engagement and approvals
needed for the activities of the Group’s regulated
entities as alternative investment managers. These
engagements reflect the Group’s commitment to
operating transparently and responsibly.
The Group contributes to industry bodies, through
which the Group participates in consultations,
provides input on regulatory developments, and
helps shape industry standards. Furthermore, the
Group maintains open communication channels with
regulators to address any concerns promptly and
ensure compliance with evolving regulations.
What Matters to Them?
Through its interactions with regulators, the Group
understands that key areas of focus include
adherence to legal and regulatory obligations
across all jurisdictions, transparent reporting and
governance practices, and active participation in
shaping industry standards through consultation
andfeedback.
Key Priorities for 2025
We will continue meeting our legal and regulatory
obligations across all jurisdictions in which the
Group operates;
We will strengthen our relationship and maintain
open and active dialogue with our regulators and
other key government agencies; and
We will continue to enhance our governance
practices through regular reviews and updates
of governance frameworks to align with evolving
regulatory expectations.
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BUSINESS REVIEW
This section, which forms part of the Strategic Report,
covers other business and statutory disclosures.
KEY INFORMATION
Pollen Street Group Limited is a public company limited
by shares, incorporated, domiciled and registered in
Company is listed on the Equity Shares (Commercial
Companies) category (“ESCC category”) and is traded
on the London Stock Exchange’s (“LSE”) main market
for listed securities. On 14January 2025, itwas
announced that the Company would be admitted to
the FTSE250 on 17 January 2025. The registered
office is Mont Crevelt House, Bulwer Avenue,
St Sampson, GY24LH, Guernsey.
PRINCIPAL ACTIVITIES
ASSET MANAGER
The Asset Manager is an alternative asset manager
which manages our AuM, which it invests on behalf
of the Group’s clients. It is dedicated to investing
within the financial and business services sectors
across both Private Equity and PrivateCredit
strategies.
In Private Equity, the Group seeks to invest behind
structural growth trends which form the basis of
our investment themes. We apply our deep sector
knowledge and proven operational framework
to support businesses at the forefront of these
opportunities. The management team works closely
with the portfolio companies and their teams to
implement our established playbook to drive strong
growth safely. We build on the solid foundations of
our portfolio companies to create customer-centric,
data-driven organisations that can become market
leaders. We have delivered consistently strong
performance across our Private Equity funds with
impressive revenue and EBITDA growth and steady
deployment activity.
In Private Credit, the Group focuses on asset-backed
lending (“ABL”) to mid-market companies across
Europe. Through our partners we provide the funding
to support everything from building homes, funding
SME’s and corporates to vehicle financing. Our
credit facilities are typically on a senior asset-secured
basis, secured against diverse portfolios of cash flow
generating assets together with additional corporate
guarantees. We believe this is an underpenetrated
investment strategy with a huge market opportunity.
Our deep network and market expertise allows us to
generate consistent premium returns compared with
other public or private debt strategies.
INVESTMENT COMPANY
The Investment Company may directly originate
assets onto the Investment Company’s balance
sheet, or it may invest into funds managed or advised
by the Asset Manager. This could be investing
alongside the Group’s scaling and flagship strategies
to align interests with our Limited Partner investors
and seed new strategies. The Directors believe that
this approach will help to accelerate the launch of
new strategies and grow AuM.
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Annual Report and Accounts 2024
BORROWING
The Board has set a limit on net borrowings at
100per cent of share capital and reserves. This limit
was adhered to during the year ended 31 December
2024 and the year ended 31 December 2023.
HEDGING
The Group hedges currency exposure between
Sterling and any other currency in which the Group’s
assets may be denominated, including US Dollars
and Euros.
The Group seeks to arrange suitable hedging
contracts, such as foreign exchange swap
agreements and other foreign currency derivative
contracts in a timely manner and on terms acceptable
to the Group to hedge its foreign exchange risk.
Details of derivative financial instruments in place at
31 December 2024 and 31 December 2023 can be
found in Note 16.
CORPORATE ADVISORS AND SERVICE
PROVIDERS
The Group uses a diverse range of advisers and
service providers, such as the Company Secretary,
Registrar, internal auditors and corporate brokers,
to support its business. The Board maintains regular
contact with these providers, primarily at the Board
and Committee meetings.
The Group formally assesses their performance, fees
and continuing appointment annually to ensure that
the key service providers continue to function at an
acceptable level and are appropriately remunerated
to deliver the expected level of service.
CORPORATE AND OPERATIONAL
STRUCTURE
Following the reorganisation, the Company became
the holding company for two 100 per cent owned
subsidiaries, as a result, the financial statements for
the year ended 31 December 2024 are prepared on
a consolidated basis. Please see Note 28 for details
of the Company’s subsidiaries, associates and
investments in unconsolidated structured entities.
POLLEN STREET
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RISK MANAGEMENT
Effective risk management underpins the successful
delivery of our strategy and longer-term sustainability
of the business, and offers an integrated approach to
the evaluation, control and monitoring of the risks that
the Group faces.
A clear organisational structure with well defined,
transparent, and consistent lines of responsibility
exists, and effective processes to identify, manage,
monitor, and report the risks the Group is or might
be exposed to, or the Group poses or might pose to
others, have been implemented. The risks arising from
the pursuit of the business’ strategy, as well as the risks
to achieving the Group’s strategy have been analysed
carefully and arrangements in place are appropriate
and proportionate to the nature, scale and complexity
of the risks inherent in the business model and the
activities of the Group. The Board is responsible for
oversight of the Group’s risk management systems
and processes and oversees the management of the
key risks across the organisation.
The Group’s culture is expressed through the record
of good conduct of its personnel, the dedicated
governance arrangements that it has embedded
within all areas of the business, as well as staff that
are sensitive to the need to maintain appropriate
management and control of the business. As well as
the adoption of a robust governance structure, the
Group demonstrates a strong control culture with
clear oversight of responsibilities, with the adoption
of a tailored set of systems and controls together
with ongoing compliance monitoring. The monitoring
and control of risk is a fundamental part of the
management process within the Group.
The Group’s governance structure is by way of
committees, designed to ensure that the Board
has adequate oversight and control of the Group’s
activities. The effectiveness of the governance
framework is considered by senior management
on an ongoing basis such that in the event that
a material deficiency in control environment or
risk management framework of the Group is
identified, itshall be addressed without undue delay.
TheGroup’s Investment Committees are responsible
for all investment decisions across all funds including
setting investment objectives, consideration and
approval of new investments, divestments, ESG risks
and opportunities, and material matters in relation
to current investments, ensuring that risks are
considered consistently across our portfolios.
The Group has established the Risk Committee
as a Board-level Committee with responsibility for
risk oversight. The Group has also established the
Risk and Operations Committee as a management
level Committee to provide stewardship of the risk
framework of the Group, promote the risk awareness
culture for all employees, and review the key risk
together with the management approach to each
risk. More details of the Risk Committee are set out
on pages 88 to 89.
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RISK
MANAGEMENT
FRAMEWORK
The Group has developed a comprehensive risk management framework
that ensures that the Group identifies, monitors, mitigates and manages
risk with oversight from the risk committees and the boards. The Group’s
risk management framework includes risk identification, risk appetite,
accountability, risk limits, controls and reporting. These components, when
used together, enable effective oversight of risk across the Group. Under this
framework there are a wide range of risk mitigants that are targeted at the risks
to which the business is exposed. All areas of the business are engaged in the
risk management work and the Group has a strong risk culture.
The risks arising from the pursuit of the business’ strategy, as well as the
risks to achieving the Group’s strategy have been analysed carefully and
arrangements in place are appropriate and proportionate to the nature, scale
and complexity of the risks inherent in the business model and the activities
of the Group. Challenge comes through the first, second and third lines of
defence; the Group has established committees that oversee specific areas
of the business, each of which will report to the relevant governing bodies.
The risk management process can be split into five main areas.
RISK
IDENTIFICATION
The Group periodically reviews its risk profile using a range of techniques.
Both current risks and emerging risks are considered where assessment is
informed by material risk events that may have occurred during the period,
lessons learnt from previous events or near misses, and any changes to the
external risk landscape such as new investment opportunities, operational
complexity, regulatory changes, and changes in the economic climate.
RISK ANALYSIS An assessment process takes place including risk analysis, description, and
estimation. The Group has classified its risk exposure into five principal risks:
reputation, strategic, conduct, financial and operational. The principal risks
are broken down into smaller risks to help to identify and articulate the risks
to which the group is exposed and to ensure the risk registers are a mutually
exclusive and collectively exhaustive map of all risks within the Group.
RISK EVALUATION Risks are evaluated, and ranked and prioritised taking into account the Group’s
Risk Appetite Statement which outlines the level and type of risk tolerated in
pursuit of our strategic objectives and financial goals. Risk evaluation allows a
holistic view of the risk exposure of the Group to be achieved.
RISK TREATMENT A comprehensive assessment of identified risks has been undertaken,
ensuring that the Group is well-positioned to manage those risks inherent
in its business model. Implementing robust risk controls helps mitigate
the risks associated with the Group’s activities. Preventative, corrective,
directive, and detective controls are widely used in the pursuit of mitigating
risks and harms to the Group.
RISK MONITORING
AND REVIEW
A clear organisational structure with well defined, transparent, and consistent
lines of responsibility exists, and effective processes to manage, monitor, and
report the risks the Group is or might be exposed to, or the Group poses
or might pose to others, have been implemented. The Board is responsible
for oversight of the Group’s risk management systems and processes and
oversees the management of the key risks across the Group.
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Strategic Report
RISK ENVIRONMENT 2024
During 2024 the global economic and financial
landscape continued to present a complex mix of
opportunities and challenges.
The end of 2024 saw the world remain in an era of
profound geopolitical change. Conflict escalation in
the Middle East and Ukraine continued to threaten
global stability. The results of political elections held
globally during the year heightened market volatility,
and secular megatrends – from AI to sustainability –
accelerated and reshaped economies and industries
and look to continue to do so. Decarbonisation,
digitisation, deglobalisation, destabilisation in
geopolitics, and demographic aging look to be
structural forces as we head into the new year.
Despite the global challenges witnessed throughout
2024, the Group’s overall risk profile has remained
relatively stable. We continue to navigate the
challenges presented to us and ensure preparedness
considering both current and emerging risks.
Inaddition to navigating key risks, opportunities
also exist, and we hope that 2025 will be a year of
transformation and consolidation for the industry if we
are able to harness technological advancements and
adapt to changing investor preferences.
As we enter 2025, we remain confident that we are
best placed to learn from the challenges presented
to us and emerge stronger.
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PRINCIPAL RISKS & UNCERTAINTIES
The Group’s assessment of risk has identified a broad range of internal and external factors which it believes
could adversely impact the Group. The following summary of key risks has been identified as having the
potential to be material; it is not exhaustive of those faced by the Group. It includes emerging risks and
has been reviewed by the Risk and Operations Committee and the Risk Committee on a regular basis and
recorded on the Group’s risk register.
ESG and Climate-Related Risks are also considered, further information on these are included in the Climate-
Related Risk Management – Our TCFD Disclosures section.
ECONOMIC & MARKET CONDITIONS
2024
Economic and market factors
may affect the Group’s
investments, track record or
ability to raise new capital.
Pollen Street operates
closed ended funds without
redemption rights for investors,
therefore are not subject to
redemption risk, allowing a
greater degree of freedom to
pursue investment objectives
throughout macroeconomic
cycles.
Regular investment reviews
are undertaken. The
Investment Committees focus
on investment strategy, exit
processes and refinancing
strategies throughout the life of
an investment.
Pollen Street has an investment
committee, and associated
processes and sufficient
resources are allocated to
research and development
of new opportunities and
the firm’s pipeline, taking
advantage of favourable market
conditions, and weather
downturns.
The portfolios remained
resilient throughout 2024. AuM
continued to grow, and growth
in the financial performance
and progress towards medium-
term targets was in line with
expectations.
KEY
Risk Description Risk Management 2024 Summary
2024
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Strategic Report
FUNDRAISING
2024
The inability to secure new
fund mandates, raise capital
under existing mandates,
or fundraising activity being
subject to delay in an ever
increasingly competitive market
affecting the Group’s revenue
and cash flows.
The Group has a consistent
track record of fundraising
and delivering strong returns
to investors. The Group has
invested in its Investor Relations
team to support capital raising
across the Group.
The investment team has
sector specialist knowledge
of and expertise in the
industries that it invests in,
and the investment team
has an extensive network
and investment experience
to enable it to identify
opportunities attractive to
potential investors.
The risk at the end of 2024
remained elevated due to
continuing market volatility and
other economic pressures.
The Investor Relations team
benefited from additional
resource and together with
management continued to be
actively focused on fundraising
across the business.
Despite the economic
challenges, Pollen Street’s
core strategies provide a clear
route for increasing its AuM
despite the challenging macro
environment.
MANAGEMENT FEE RATES AND OTHER FUND TERMS
2024
The management fee rates,
and other terms that the Group
receives to manage new funds
could be reduced, affecting
the Group’s ability to generate
revenue.
The Board believes that
Pollen Street’s highly
invested operating platform,
experienced investment team,
historically strong investing
track record and supportive
and growing investor base
positions the business to
deliver future growth in AuM
and revenue from management
and performance fees.
Pollen Street’s management
fee revenue is long term
and contractual in nature.
Management fees on funds
raised during 2024 were in line
with comparable funds raised in
prior years.
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Annual Report and Accounts 2024
INVESTMENT UNDERPERFORMANCE AND FINANCIAL RISKS
2024
Our Investment Assets are
exposed to credit and market
risks. They may be impacted by
adverse economic and market
conditions, including through
higher impairment charges or
reduced valuations.
In addition, credit risk, market
risk (such as interest rate risk,
currency risk & price risk),
capital management risks and
liquidity risk exist.
The Group has a clear track
record of delivering investment
returns that are resilient to
market conditions and in line
with published guidance.
Investments are monitored
closely as part of the Group’s
ongoing investment monitoring
programmes, adhering to the
funds’ investment strategy.
Input is given by all Investment
Committee members to ensure
return objectives are met, and
to anticipate and discuss any
underperformance.
The Group has a diversified,
granular portfolio of assets.
Loans are subject to stringent
underwriting and stress testing.
Investment performance
remains strong. Further
information is set out in more
detail in Note 19.
TALENT AND RETENTION
2024
Failure to attract, retain and
develop talented individuals to
ensure that the Group is able
to deliver key performance
objectives and to ensure that
the right skills are in the right
place at the right time to deliver
the Group’s strategy.
Inadequate succession
planning for key individuals.
The Group has reward
and retention schemes in
place for all employees,
aligning individual, team, and
organisational goals, driving
value for the Group.
The Group invests in both
leadership development
and ongoing development
opportunities for all employees
and has introduced a
comprehensive induction
programme for all new hires.
Pollen Street is committed
to raising awareness and
encouraging diversity amongst
the workforce and the ESG
Committee spends significant
time and effort progressing
Pollen Streets DEI agenda.
The business has continued to
strengthen its team throughout
2024.
Employee engagement is
considered, and the firm
seeks to enhance employee
satisfaction through various
programs. The firm invests in
training and development to
enhance employee skills and
knowledge.
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Strategic Report
INFORMATION SECURITY & RESILIENCE
2024
Loss of personal data or
unauthorised access to
sensitive data threatening
the firm’s data integrity,
confidentiality, availability due
to unauthorised access and
resulting in data breaches or
other cyber security incidents.
Risk can result from inadequate
security measures, human
error, malicious attacks or
technological failures.
The Group maintains strong
technical and operational
controls against identified
cyber and information security
threats.
Staff awareness, being key to
any modern defence plans, is
enhanced through new joiner
and ongoing training, and
regular communications to staff
about relevant threats observed
across the industry.
Resilient systems are deployed
to protect the Group’s assets
and are validated through
regular testing and simulations.
The Group holds a defined
incident response plan as a
set of guideline procedures
to be followed in the event of
an information security attack
or breach. The primary aim
of any response is to protect
the Group’s assets, remediate
any issues and minimise the
impact of the breach as quickly
as possible. The plan sets out
communication, oversight and
other considerations to be
undertaken.
The Group invests annually
in detailed external security
reviews and penetration tests.
All technology and security
policies have been reviewed
and updated during the year
and the protections in place
continue to operate well.
The technology team is
appropriately sized to manage
the various security demands
and utilises industry standard
tooling to ensure monitoring
and response management is
efficient and thorough.
The Group tested its Disaster
Recovery Plan and Business
Continuity Plans in 2024 with
no material findings.
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Annual Report and Accounts 2024
EMERGING RISK
IDENTIFICATION
The Risk Management Function continually scans
the horizon to identify and communicate emerging
risks facing the Group, which are expected to have
a significant impact within 1 to 10 years. Emerging
risks are those which may arise, or ones that already
exist but have evolved. They are characterised by a
high degree of uncertainty in terms of impact and
likelihood and may have a substantial impact on the
operations of the Group.
The Group monitors its emerging risks, supporting
organisational readiness for external volatility,
incorporating input and insight from both a top-down
and bottom-up perspective:
• Top-down: Emerging risks identified by the Risk
Committee and the Board, helping to define the
overall attitude of the Group to risk.
• Bottom-up: Emerging risks identified at a business
level and escalated where appropriate by the Risk
and Operations Committee.
Key emerging risks for 2025 include:
• AI and machine learning integration: Increasing
integration of AI and machine learning, along with
broader economic, political, and cultural changes
will affect investment strategies and how firms
operate presenting both opportunities and risks.
• Cybersecurity risks: An existing risk which looks to
continue throughout 2025 and beyond. AI enabled
cyber-attacks, including AI-driven threats and
ransomware are becoming more sophisticated.
• Geopolitical instability and economic volatility:
Ongoing global tensions may affect market
stability and exacerbate operational risks.
The Risk Committee will continue to monitor these
risks and proactively respond to the evolving risk
landscape.
We are committed to continuously enhancing the
firm’s operational resilience and driving strategic
improvements in our resilience capabilities through
comprehensive risk assessment, technology and
infrastructure investment, and governance and
oversight.
VIABILITY STATEMENT
The Company has chosen to voluntarily comply
with the requirements of Listing Rules 6.6.6R(3)
and present a Viability Statement. Therefore, the
Directors have carried out a comprehensive and
vigorous assessment of the prospects of the Group
over the three-year period to Pollen Street Group
Limited’s AGM in 2028. The Board believes this
period to be appropriate for assessing viability,
considering the Group’s current trading position, the
potential impact of principal risks, and aligning with
the recommendations of the Financial Reporting
Council’s 2021 thematic review.
The Group’s long-term prospects are primarily
assessed through the strategic and financial planning
process, culminating in the Board-approved Group
Budget. As of the year-end, the Group’s in a strong
financial position, with cash balances of £11.2 million
and £579.4 million of net assets, coupled with good
visibility of future management fees and a largely
predictable cost base, supports its ongoing viability.
To prepare the viability statement, the Board has
considered the prospects of the Group in light of
its current position and has considered each of the
Group’s principal risks, uncertainties and mitigating
factors that are detailed on pages 57 to 60, to develop
a comprehensive scenario analysis for viability.
These projections consider the Group’s income, net
asset value and the cash flows over the three-year
period under a range of scenarios. The scenarios
are not a business plan in itself, but rather a prudent
view of how the Group may evolve, based principally
upon its growth to date, in order to demonstrate
its viability. Analysis to assess viability focused on
the risks of delivery of the growth of the business
and a series of projections have been considered,
including changing new business volumes and the
performance of the Investment Assets.
Key assumptions within the scenario analysis 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 and carried interest cash
flows and profit recognition; and
• changes in the cost base, primarily in relation to
people costs and inflation.
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Strategic Report
Progress against the current year’s budget, which
underpins the Strategic Plan, is monitored through
the year.
The stressed scenarios applied were deliberately
challenging, with the combined scenario representing
an extreme case. While the testing identified potential
pressures on liquidity in the most severe cases,
the Board concluded that the Group has sufficient
mitigating actions available.
The recent geopolitical and macroeconomic disruption
has also been considered in these scenarios.
All the analysis indicates that due to the stability
and cash-generating nature of the Investment
Asset portfolio, as well as the long-term debt
facilities in place, the Group would be able to
withstand the impact of the risks identified. Based
on the robust assessment of the principal risks,
prospects and viability of the Group, the Board
confirms that they have reasonable expectation
that the Group will be able to continue operating
and meet its liabilities as they fall due over the
three-year period to Pollen Street Group Limited’s
AGM in 2028. The Board also continuously
monitors the financial performance of the Group
against key financial metrics and ratios, ensuring
a strict discipline in the financial management of
the business.
GOING CONCERN
The Group has chosen to voluntarily comply with the
requirements of Listing Rules 6.6.6R(3) and present
a going concern statement. This statement includes
the Directors’ assessment of the appropriateness
of adopting the going concern basis of accounting
and their evaluation of the Group’s prospects, in
line with Provisions 30 and 31 of the UK Corporate
Governance Code.
The Directors have reviewed the financial projections
of the Group, which show that the Group will be able
to generate sufficient cash flows in order to meet
its liabilities as they fall due within 12 months from
the date of this Annual Report and Accounts. The
Group benefits from income from long-term fund
management contracts, with a significant majority
of forecast management fees in the assessment
period from funds that have already been raised.
The firm benefits from a largely predictable cost
base, of which over three quarters is personnel
related. Based on the above there is good visibility
of income, expenditure and future profitability during
and beyond the period covered by this assessment.
These financial projections have been performed
for the Group under various new business volumes
and stressed scenarios, and in all cases the Group
is able to meet its liabilities as they fall due. The
stressed scenarios included no new fundraising and
late repayments of a number of structured facilities.
The Directors consider these scenarios to be the
most relevant risks to the Group’s operations. Finally,
the Directors reviewed financial and non-financial
covenants in place for its debt facility with no
breaches anticipated, even in the stressed scenario.
The Directors are satisfied that the going concern
basis remains appropriate for the preparation of the
financial statements. The Group also has detailed
policies and processes for managing the risk, set out
in the Strategic Report on pages 57 to 60.
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POLLEN STREET
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Corporate Governance Report
02.
Corporate
Governance
Report
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Corporate Governance Report
ROBERT SHARPE
Chair of the Board
Appointed: 25 January 2022
Chair of the Nomination Committee.
Member of the Remuneration
Committee.
Robert has over 45 years’ experience in
retail banking and is currently Chair at
MetroBank plc and Hampshire Trust Bank
plc. He has held an extensive number of
board appointments both in the UK and
the Middle East including Non-Executive
Director at Aldermore Bank plc, George
Wimpy plc, Barclays Bank UK Retirement
Fund, Vaultex Limited, LSL Properties
plc, RIAS plc and several independent
Non-Executive Director roles at banks in
Qatar, UAE, Oman and Turkey. Robert was
previously Chief Executive Officer at West
Bromwich Building Society, a role he took
to chart and implement its rescue plan.
Prior to this, he was Chief Executive Officer
at Portman Building Society and Bank of
Ireland in the UK.
The Directors of the Company who were in office during the year and up to the date of signing the financial statements
were Robert Sharpe, Lindsey McMurray, Jim Coyle, Gustavo Cardenas, Joanne Lake and Richard Rowney.
BOARD OF
DIRECTORS
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Annual Report and Accounts 2024
Chief Executive Officer
Appointed: 14 September 2023
Lindsey founded Pollen Street Capital
Limited in 2013 and is the CEO as well
as Chair of the Investment Committee.
Lindsey has been a private equity investor
for 25 years with a particular focus on the
Financial Services sector.
Before she founded Pollen Street Capital
Limited, Lindsey led the team managing
the £1.1 billion Special Opportunities
Fund within RBS and spent six years as a
Partner at Cabot Square Capital, focusing
on operating investments in real estate and
other asset-backed investments.
Lindsey serves as Non-Executive Director
of several portfolio companies. She has a
First-Class Honours degree in Accounting
and Finance and studied for an MPhil
in Finance from Strathclyde University.
Outside of work Lindsey is a keen runner
and has successfully completed the
Marathon Des Sables in 2007 and 2011.
She also supports several charities with a
particular focus on mentoring children in
state schools, supporting climate action
initiatives through producing documentary
films, and supporting the speech and
language charity, Auditory Verbal UK,
which provided early years therapy to her
daughterGrace.
LINDSEY MCMURRAY JIM COYLE
Senior Independent Director
Appointed: 25 January 2022
Chair of the Audit Committee.
Member of the Risk Committee,
the Nomination Committee and
the Remuneration Committee
Jim is a Non-Executive Director and Chair
of the Risk Committee at HSBC Bank
(Singapore) Limited, Chair of HSBC Global
Services Limited, and Chair of the Audit
Committee at Ecclesiastical Insurance Office
plc. He is also Deputy Chair of the Oversight
Board and member of the Audit Governance
Board of Deloitte LLP.
Former appointments include: Chair of
the Audit Committee, member of the Risk
Committee and member of the Chair’s
Nominations and Remuneration Committee
at HSBC UK Bank plc and Chair of HSBC
Trust Company (UK) Ltd; Chair of Marks &
Spencer Unit Trust Management Limited;
Chair of the Board and Chair of the Audit and
Risk Committee of World First UK Limited;
Chair of Supply@ME Capital PLC, Chair of
the Audit and Risk Committee of Scottish
Water, member of Committees of the
Financial Reporting Council, Group Financial
Controller for Lloyds Banking Group; Group
Chief Accountant of Bank of Scotland;
member of the Audit Committee of the
British Bankers Association; Non-Executive
Director of the Scottish Building Society;
and Non-Executive Director and Chair of the
Audit Committee of Vocalink plc.
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Corporate Governance Report
GUSTAVO CARDENAS JOANNE LAKE RICHARD ROWNEY
Non-Executive Director
Appointed: 14 September 2023
Gustavo Cardenas is a Managing
Director at Wafra, where he leads
Wafra’s strategic partnership investment
mandates in both mature and growth
state asset management businesses.
While at Wafra, Gustavo has completed
several direct minority investments, GP
financings and secondary investments
as well as investments within closed end
funds. Previously, Gustavo was a Vice
President at Hamilton Lane, focused on
co-investments and fund investments. He
began his career in investment banking
at Bank of America Securities and then
at Mesoamerica Partners, a Central
American financial group. Gustavo earned
a BA from Harvard College and an MBA
from the Wharton School of Business.
Independent Non-Executive Director
Appointed: 25 January 2022
Chair of the Remuneration Committee.
Member of the Audit Committee, the
Risk Committee and the Nomination
Committee
Joanne has over 35 years’ experience in
financial and professional services and also
acts as independent Non-Executive Chair of
Made Tech Group plc, the AIM-listed leading
provider of digital, data and technology
services to the UK public sector, and is an
independent Non-Executive Director at AIM-
listed Gateley (Holdings) plc, the legal and
professional services group and Braemar
PLC, an established international provider of
shipping, marine and energy services. Former
appointments include: Chairman of wealth
manager, Mattioli Woods plc, and Senior
Independent Director of Henry Boot PLC.
Joanne is a Chartered Accountant and has
previously held senior executive roles at
UK investment banks including Panmure
Gordon, Evolution Securities and Williams
de Broe and in audit and business advisory
services with PwC. Joanne is also a fellow
of the Institute of Chartered Accountants
in England & Wales and a member of its
Corporate Finance Faculty and is a fellow
of the Chartered Institute for Securities and
Investment.
Independent Non-Executive Director
Appointed: 25 January 2022
Chair of the Risk Committee. Member
of the Audit Committee, the Nomination
Committee and the Remuneration
Committee
Richard is the Group CEO of Nucleus Financial
Platforms Group a leading retirement and
wealth management specialist managing over
£97billion of assets under administration.
The Group incorporates the businesses of
Nucleus Wrap, James Hay, Curtis Banks,
Talbot and Muir, Dunstan Thomas and Third
Financial and has created one of the largest
retirement platforms in the UK. Nucleus
is backed by HPS Investment Partners,
Epiris and FNZ and one of the UK’s leading
independent groups for investment platforms,
products and wealthtech software. He is also
a Non-Executive Director at MSP Capital
Limited. Prior to this, Richard was Group Chief
Executive of LV=, aleading financial services
provider and a mutual where he worked as
an executive member of the board for 13
years. Richard left LV= at the end of 2019
following the sale of the General Insurance
business to the Allianz Group. Richard had
led the business to win the Moneywise Most
Trusted Life Insurer award as well as YouGov’s
UK’s Most Recommended Insurer. Prior to
his position as Chief Executive Officer he had
been Managing Director of the group’s Life
& Pensions business which he successfully
turned into one of the UK’s leading protection
and retirement specialist companies. Prior
to his time at LV= Richard held various
Chief Operating Officer and risk roles across
Barclays corporate and retail banking. Richard
holds a First-Class degree in Geography from
the University of Leeds and an MBA from
Henley Business School and completed the
Harvard Management Programme in 2006.
DIRECTORS’
REPORT
The Directors of Pollen Street Group Limited (company
number 70165) present their report and audited financial
statements of the Company and its subsidiaries, referred to
as the Group, for the year ended 31 December 2024.
On 24 January 2024, the Company became the
immediate and ultimate parent of Pollen Street
Limited (previously Pollen Street plc) by way of a
scheme of arrangement pursuant to Part 26 of the
UK Companies Act 2006 and the Company’s shares
were listed on the Main Market of the London Stock
Exchange. On 14 February 2024, Pollen Street
Limited distributed the entire issued share capital
of Pollen Street Capital Holdings Limited to the
Company, this is referred to as the “Distribution”. The
Scheme and the Distribution are together referred to
as the “Reorganisation”.
The Reorganisation did not change the activities of
the overall business for Pollen Street Group Limited
and its subsidiaries. However, it did change the
activities of the companies within the Group and it
affected the presentation of the financial statements.
From 24 January 2024, Pollen Street Limited ceased
to be classified as an investment trust and Pollen
Street Limited and its subsidiaries ceased all asset
management activities, however they continue their
operations of making both direct investments and
investments in funds managed by Pollen Street.
Further information on the Reorganisation is provided
in Note 1 to the Financial Statements.
The information regarding the Company’s principal
activities and business review and details of the
Directors’ overarching duty in relation to The
Companies (Guernsey) Law 2008 are set out in the
Strategic Report on pages 52 to 53.
BOARD MEMBERS
The names and biographical details of the Board
members who served on the Board as at the year-
end can be found on pages 64 to 65.
During the year there were two board changes,
Julian Dale stepped down as Chief Financial
Officer and executive director with effect from
13June 2024 and Lucy Tilley was appointed as
Chief Financial Officer and as an executive director
from 13 June 2024 to 18 October 2024. On 18
October 2024 by mutual agreement with the Board
and the Company, Lucy Tilley stepped down as
Chief Financial Officer and executive director. On
6January 2025, Crispin Goldsmith was appointed
as Chief Financial Officer, but has not been
appointed as an executive director.
RE-ELECTION OF DIRECTORS
In accordance with the Code and the Articles,
all Directors are subject to annual re-election
by shareholders at the AGM. The individual
performance of each Director standing for re-election
has been evaluated and it is recommended that
shareholders vote in favour of their re-election at the
AGM. Accordingly, resolutions to re-elect all Directors
will be contained within the 2025 AGM Notice of
Meeting, which will be sent to shareholders within the
prescribed timescales.
DIRECTORS’ AND OFFICERS’
INSURANCE AND INDEMNITIES
In accordance with the Company’s Articles,
aqualifying third-party indemnity is in force to the
extent permitted by law for the benefit of each of the
Directors in respect of liabilities incurred as a result
of their office. For those liabilities for which Directors
may not be indemnified, the Group maintains
insurance for the Directors in respect of liabilities
arising from the performance of their duties. The
directors’ and officers’ liability insurance has been
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Annual Report and Accounts 2024
renewed and will remain in place under the current
renewal until February 2026.
STATUS OF THE COMPANY
The Company was incorporated in Guernsey on
24December 2021 and started trading on the Main
Market of the London Stock Exchange on 24 January
2024. Prior to 24 January 2024 the Company was a
private limited company with one shareholder and its
only activity was in relation to the Reorganisation. It
is the holding company of Pollen Street Limited and
Pollen Street Capital Holdings Limited.
SHARE CAPITAL
As at 31 December 2024, the Company had
60,987,340 ordinary shares in issue, excluding
treasury shares. The total number of shares in issue,
including shares held in treasury was 64,209,597
(2023: 2 ordinary shares in issue). As part of the
Scheme, 64,209,597 shares in Pollen Street Limited
were transferred to the Company.
The authority granted to Pollen Street Limited at the
2023 AGM to buyback or allot shares was transferred
to the Company in accordance with the Scheme.
On21 March 2024 the Company announced a
Buyback Programme. 3,222,257 shares have been
purchased by the Company during the year ended
31 December 2024 and held in treasury and no
furthershares have been purchased up to 24 March
2025 being the latest practical date prior to the issue
of this report. There are currently 3,222,257 shares
held in treasury.
At the AGM in June 2024 authority was given by
the shareholders for the Company to purchase its
own shares and allot shares. The Company will
again request authority to buyback or allot shares at
the 2025 AGM. As per the 2024 AGM, in addition
to there being a Concert Party which is deemed
a controlling shareholder, the resolution to waive
Rule 9 of the Takeover Code in Connection with the
Exercise by the Company of the Authority to Make
Market Purchases of Ordinary Shares will be put to
the Shareholders. Without approval of this waiver, the
Company is unable to conduct purchases of its own
shares. Concerns have been raised that the Concert
Party’s shareholding would increase as a result of any
market purchases, but following buybacks in 2024,
the increase in shareholding has been less than 1 per
cent and the Concert Party aims not to increase its
current shareholding level in case a share repurchase
is taking place and it is committed to the success of
the Group and maintaining the business.
On a winding up or a return of capital by the
Company, the ordinary shareholders are entitled to
the capital of the Company.
DIVIDENDS & DIVIDEND POLICY
During 2024 and as part of the Reorganisation the
Group changed its dividend policy from a quarterly
basis to a bi-annual dividend. As such the Company
paid its first interim dividend in October 2024
following the release of the Interim Report. At the
Company’s AGM on 13 June 2024, shareholder
approval was given for two dividend payments in
relation to 2024, therefore no further shareholder
approval is needed for the second (and final) interim
dividend approved by the Board for 2024, which will
be paid on 2 May 2025. For 2025 onwards this will
be made up of an interim and final dividend.
The dividends in relation to or paid during the
year ended 31 December 2024 by the Company
and Pollen Street Limited and the year ended 31
December 2023 by Pollen Street Limited are set
out in Note 22. A reconciliation of movements in
reserves is presented in the Statement of Changes
in Shareholders’ Funds on pages 125to126.
The Company may make distributions from retained
earnings, revenue reserves, special distributable
reserves or from realised capital gains.
Pollen Street declared an interim dividend of
26.5pence per share in relation to the first half of the
year and intends to declare 27.1 pence per share as
a second interim dividend, in relation to the financial
year 2024.
SUBSTANTIAL SHARE INTERESTS
Up to the Scheme on 24 January 2024 the Company
was wholly owned by Joanne Lake. The following
table shows the parties that, either held 5 per cent
or more in the issued share capital of Pollen Street
Limited at the time of the Scheme or have advised
the Company during the period to 31 December
2024, that they have an interest of 5 per cent or
more of the issued share capital of the Company
pursuant to Rule 5 of the Disclosure Guidance and
Transparency Rules (“DTR”) for non-UK issuers.
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Corporate Governance Report
Shareholders Number of shares held Percentage of issued
ordinary share capital
with voting rights held
Lindsey McMurray 11,946,390 19.59%
CC Beekeeper Ltd 4,012,006 6.58%
Minerva Analytics Ltd 4,000,000 6.56%
JPMorgan Asset Management (UK) Ltd 3,644,057 5.98%
Michael England 3,401,085 5.58%
Matthew Potter 3,295,938 5.40%
Quilter Plc 3,138,898 5.15%
Between 31 December 2024 and 24 March 2025, being the latest practicable date before the publication of
this Annual Report, the Company received one further notification under DTR 5 from Minerva Analytics Ltd,
notifying the Company that their shareholding had dropped below the 5% threshold.
Shareholders Number of shares held Percentage of issued
ordinary share capital
with voting rights held
Minerva Analytics Ltd 1,270,796 2.08%
ARTICLES OF INCORPORATION
Any amendments to the Company’s Articles of
Incorporation must be made by special resolution.
The Articles of Incorporation were last updated in
December 2023, in preparation for the Scheme.
POLITICAL & CHARITABLE DONATIONS
The Group has not made any political donations
during the year (2023: nil) and intends to continue
its policy of not doing so for the foreseeable future.
The Group donated £45,485 to charity during
2024(2023: £117,000).
CAPITAL REQUIREMENTS
During 2024, the Company was subject to the
following externally imposed capital requirements:
• the Company’s Articles of Incorporation restrict
borrowings to the value of its share capital and
reserves;
• the Group’s borrowings are subject to covenants
limiting the total exposure based on a cap
of borrowings as a percentage of the eligible
borrowing base; and
• some of the Group’s entities are regulated by the
Financial Conduct Authority and have minimum
regulatory capital requirements.
The Group has complied with all the above
requirements during the year ended 31 December
2024.
DIRECTORS’ INTERESTS
Directors’ interests in the share capital of the
Company at the year-end are contained in the
Directors’ Remuneration Report on page 102.
The Company has established legally binding
relationship agreements between Lindsey McMurray,
other employee shareholders of the Group and
the Company. Under the terms of the agreement,
Lindsey McMurray undertook that she would:
• conduct all transactions and arrangements with
a company of the Group at arm’s length and on
normal commercial terms for the duration of her
appointment as a member of the Board;
• disclose to the Board any matter which could
give rise to a potential conflict of interest between
herself (and any family member or related trust)
and a company of the Group; and
• not exercise her powers to prevent Pollen Street
Group Limited from being managed in accordance
with the principles of good governance and in
compliance with the UK Listing Authority’s listing
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Corporate Governance Report
Annual Report and Accounts 2024
rules (the “Listing Rules”), UK Listing Authority’s
disclosure guidance and transparency rules
(the “Disclosure Guidance and Transparency
Rules”), the market abuse regulation (as defined
in the relationship agreement) and the Corporate
Governance Code.
Lindsey McMurray is entitled to appoint two-sevenths
of the Board for so long as certain persons with whom
she is deemed to be acting in concert collectively hold
at least two-sevenths of Pollen Street Group Limited’s
shares or one seventh of the Group Board for so long
as such persons hold at least one-seventh of Pollen
Street Group Limited‘s shares.
INTERNAL CONTROLS AND RISK
MANAGEMENT
The Board has established an ongoing process for
identifying, evaluating and managing risk on behalf
of the Group. The Board has carried out a robust
assessment of its principal and emerging risks and
the controls to help mitigate these. Further details
of the Group’s principal and emerging risks and
uncertainties can be found in the Strategic Report
on pages 57 to 60 and details of the Group’s internal
controls can be found on page 79. Details of the
Group’s hedging policies are set out in the Strategic
Report on page 53.
INDEPENDENT AUDITORS
The Group’s external auditors, Pricewaterhouse-
Coopers LLP (“PwC”), were appointed on 9 April
2024 and last re-appointed on 13 June 2024 at the
2024 AGM.
The individual who acts on behalf of PwC as the
Chartered Accountants and Recognised Auditors
is Claire Sandford. This is the fourth year that Claire
Sandford has represented PwC, with her five-year
term ending after the year ended 31 December 2025
audit. Her successor has been appointed and will
commence their tenure as the individual who acts
on behalf of PwC as the Chartered Accountants
and Recognised Auditors for the year ending
31 December 2026.
During 2024, the Company carried out a tender
process in respect of the 2026 Audit. As a result of
the tender process the Company has concluded
that, subject to shareholder approval at the 2025
AGM, PwC should be reappointed as the external
auditors for the forthcoming financial year. More
details on the tender process can be found in the
Report of the Audit Committee on pages 85 to 86.
AUDIT INFORMATION AND DISCLOSURE
OF INFORMATION TO AUDITORS
As required by Section 249 (2) of The Companies
(Guernsey) Law 2008, as amended, the Directors
who held office at the date of this report each confirm
that, so far as the Directors are aware, there is no
relevant audit information of which the Company’s
Auditors are unaware, and each Director has taken all
the steps that he or she ought to have as a Director
in order to make himself or herself aware of any
relevant audit information and to establish that the
Company’s Auditors are aware of that information.
CHANGE OF CONTROL
There are no significant agreements to which the
Company is a party that might be affected by a
change of control of the Company except for:
• the agreement in relation to the Company’s debt
facility, where the lender is not obliged to fund
a utilisation except in relation to a rollover loan
and if negotiations to continue the facility are
not concluded within 30 days, the liability may
berepayable; and
• awards under the Company’s Deferred Bonus
Plan generally would have vested in full (to the
extent not already vested) on a change of control
of theCompany.
GREENHOUSE GAS EMISSIONS
The Environmental, Social and Governance section
in the Strategic Report provides further details on the
Group’s greenhouse gas emissions.
FUTURE DEVELOPMENTS
Indications of likely future developments in thebusiness
are discussed in more detail in the Strategic Report.
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Corporate Governance Report
SUBSEQUENT EVENTS
On 24 March 2025 a dividend of 27.1 pence per
ordinary share was approved for payment on 2 May
2025.
The Company was admitted to the FTSE 250 on
17 January 2025.
APPROVAL
The Directors’ Report was approved by the Board
of Directors on 24 March 2025 and signed on its
behalf by:
MUFG Corporate Governance Limited
Company Secretary
24 March 2025
REGULATORY DISCLOSURES
The disclosures below are made in relation to Listing Rule 6.6.1
Listing Rule
6.6.1(1) – capitalised interest The Group has not capitalised any interest in the year under review.
6.6.1(2) – unaudited financial
information
The Group publishes a quarterly trading update in addition to its
Interim Report and Annual Report and Accounts. The financial
statements in the interim report published in September 2024 were
not audited.
6.6.1(3) – incentive schemes
The Group’s incentive schemes are described in the Directors’
Remuneration Report and the Annual Report on Remuneration.
6.6.1(4) and (5) – waiver
No Director of the Company has waived or agreed to waive any
current or future emoluments from the Group.
6.6.1(6), (7) and (8)
Other than as part of the Scheme, during the year under review, no
shares were issued by the Company.
6.6.1(9) (10) – contract of
significance & contract for the
provision of service
Lindsey McMurray and the other senior management of Pollen Street
were considered to be controlling shareholders during the year
ended 31 December 2024 under the Listing Rules because together
they held more than 30 per cent of the shares in issue.
During the year under review, the only contracts of significance
subsisting to which the Group is a party and in which a Director
of the Group is or was materially interested or between the Group
and a controlling shareholder are customary employment contracts
and the relationship agreement described in the Directors’ Interests
section on the previous page.
6.6.1(11) and (12) – waiving
dividends
No dividends were waived by shareholders during the year.
6.6.1(13)
The Company continues to comply with the requirements of UKLR
6.2.3 and is able to carry on the business it carries on as its main
activity independently from controlling shareholders at all times.
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Annual Report and Accounts 2024
Financial Statement 2022
POLLEN STREET
CORPORATE
GOVERNANCE
STATEMENT
Introduction from the Chair
I am pleased to introduce this year’s Corporate
Governance Statement and my last as Chair of
the Board, it has been a pleasure working with the
Pollen Street Board and overseeing the evolution of
the Group in recent years. I am confident that the
governance framework that we have established will
permit a seamless transition to a new Chair.
In this statement we explain how the Company
operated in 2024 and complied with relevant corporate
governance standards. This corporate governance
statement forms part of the Directors’ Report.
The Directors are ultimately responsible for the
stewardship of the Company and this section explains
how the Directors have fulfilled their corporate
governance responsibilities. The Board remains fully
committed to high standards of corporate governance.
The governance arrangements were reviewed as part
of the Reorganisation. These reviews concluded that
the governance arrangements were appropriate for the
Group. Therefore, the governance arrangements of the
Company were established to be consistent with those
of Pollen Street Limited prior to the delisting of its shares.
From 24 January 2024 the Company was an equity
shares commercial company (“ESCC”) on the London
Stock Exchange, as such, the Company complies
with the Listing Rules, the Disclosure Guidance and
Transparency Rules, the UK Corporate Governance
Code 2018 (the “Code 2018”) and Companies
(Guernsey) Law, 2008 as amended.
The Board reviewed the Principles and Provisions of
the Code 2018 and its compliance with the Code
2018 throughout 2024 and has looked to update its
corporate governance practices in line with the 2024
Corporate Governance Code that came into effect
from 1 January 2025. Following this review, the Board
is pleased to confirm that the Company has applied
the Code 2018 Principles and complied in full with the
Provisions for the financial year ended 31 December
2024 except in relation to provisions 5, 17 and 19.
Provision 5 is addressed on page 50, provision 17 is
addressed on page 92 and provision 19 is addressed
on pages 72 and 76.
The Code 2018 was published by the Financial
Reporting Council (“FRC”) in July 2018. A copy of the
Code 2018 is available from the website of the FRC
at www.frc.org.uk. During the year the Company has
worked to incorporate the changes made by the 2024
UK Corporate Governance Code (“Code 2024”) and
has applied the Code 2024 from 1 January 2025. The
internal control requirements of the Code 2024 do not
come into effect until 1 January 2026 so the Group is
working on implementing these non-financial controls
to ensure compliance when they come into effect. A
copy of the Code 2024 is available from the website of
the FRC at www.frc.org.uk.
THE BOARD OF DIRECTORS
The Board currently consists of six Directors:
fiveNon-Executive Directors and one Executive
Director. Four of the Non-Executive Directors are
considered independent. However, it is noted that
the Chair is not subject to an ongoing independence
test. Despite Mr. Coyle reaching his 9 year tenure
in December 2024 and Ms Lake being stated as a
non-independent executive director in the Company’s
2023 Annual Report and Accounts, alongside
Mr Rowney, both of these Directors are deemed to be
fully independent directors.
Biographies of the Directors are shown on pages 64
to 65 and demonstrate the wide range of skills and
experience that they bring to the Board. The Directors
possess business and financial expertise relevant
to the direction of the Company and consider
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Corporate Governance Report
themselves to be committing sufficient time to the
Company’s affairs.
Each Non-Executive Director has been appointed
pursuant to a letter of appointment entered into with
the Company in accordance with the Company’s
Articles of Association. The Directors’ appointment
can be terminated in accordance with the Company’s
Articles of Association and without compensation.
There are no agreements between the Company and
any Director which provide for compensation for loss
of office in the event that there is a change of control
of the Company. Each Executive Director has entered
into a service agreement with the Group as set out in
the Directors’ Remuneration Policy.
Copies of the letters of appointment and service
agreements are available on request from the
Company Secretary and will be available at the Pollen
Street Group Limited’s 2025 AGM.
During the year Julian Dale stepped down as the
CFO and as an Executive Director and from 13 June
to 18 October 2024 Lucy Tilley was the CFO and an
Executive Director on the Board.
At the Annual General Meeting in June 2024 Mr Sharpe
noted in his speech that he and Mr Coyle would reach
their nine-year tenure at the end of 2024 and therefore
the Company would imminently commence the search
for a new Chair.
In June 2024 Per Ardua Associates Limited were
appointed to assist with the search for a new Chair
and the Nomination Committee agreed that Mr Sharpe
and Mr Coyle would lead the process and conduct
first interviews with candidates before second round
interviews with Ms McMurray. Thesearch for a new
chair is ongoing with several strong candidates
identified and interviewed. Once the new chair has
been identified the intention is for there to be a period of
three months overlap with Mr Sharpe as the new chair
transitions into the position.
The Board will be recommending the reappointment
of Mr Coyle as a Director of the Company at the
2025 AGM. Mr Coyle reached 9 years of continuous
appointment on the Boards of Pollen Street Limited
and the Company in December 2024 and therefore, if
re-elected, he will be serving as a Director beyond the
nine-year recommended period of tenure. The Board
considers that due to the recent change of Chair and
the changes to CFO over the last year it would be in
the best interest of the Company and shareholders that
Mr Coyle remains as a Director, Senior Independent
Director and Chair of the Audit Committee beyond
the standard nine-year period. However, the search
for a new director and replacement of Mr Coyle is in
hand and Mr Coyle is expected to step down before
the 2026 AGM. The Board believes that although
Mr Coyle will be serving beyond a nine-year period
(subject to re-election at the AGM), that Mr Coyle
remains fully independent and is able to perform his role
appropriately.
Whilst Ms. Lake was the sole shareholder of the
Company prior to the Scheme, her role was ministerial
and was not a material business relationship, therefore
as Ms. Lake is no longer the sole shareholder of the
Company the Directors are of the opinion Ms Lake
is fully independent and is able to perform her role
appropriately. In addition, when she was appointed to
the Board of Pollen Street Limited she was independent
and remained independent until stepping down from
the Board at the completion of the Scheme.
TIME COMMITMENT
The Nomination Committee considers the time
commitments of proposed director candidates
prior to appointment to ensure that they are able to
dedicate sufficient time to the role. Directors’ external
commitments are reviewed on a regular basis to
ensure they continue to devote sufficient time to the
role. All Directors are required to obtain prior approval
before taking on any additional external appointments.
Directors are expected to attend all Board and relevant
Committee meetings and attendance in 2024 is set
out in the table below. The Nomination Committee
noted that some Directors have a number of other
significant appointments. The Committee is satisfied
that each Director has sufficient time to dedicate to
Pollen Street, which is evidenced by attendance at
Board and sub-committee meetings over 2024.
The Company noted the resolution to re-elect Joanne
Lake at the 2024 AGM received 74.60 per cent due
to concerns about over boarding. As stated by the
Company on 18 June 2024 in an RNS, due to the
small cap nature of each of her other directorships, the
Board considers that Joanne has sufficient time to fulfil
her duties as a director of the Company and Chair of
the Remuneration Committee that this is evidenced by
her excellent attendance record at meetings.
THE OPERATION OF THE BOARD
The Board of Directors meets at least six times a year
and more often if required. The table below sets out
the Directors’ attendance at Board and Committee
meetings from 1 January 2024 to 31 December 2024.
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Annual Report and Accounts 2024
MEETING ATTENDANCE
Director Board
(Regular
meetings)
Board
(Additional
meetings)
Board Sub-
Committee
Audit
Committee
Risk
Committee
Remuneration
Committee
Nomination
Committee
Robert Sharpe 6/6 2/2 1/1 - - 3/3 2/2
Lindsey McMurray 6/6 2/2 1/1 - - - -
Jim Coyle 6/6 2/2 1/1 5/5 4/4 3/3 2/2
Gustavo Cardenas 5/6 2/2 1/1 - - - -
Julian Dale 2/2 0/1 1/1 - - - -
Lucy Tilley 1/1 1/1 - - - - -
Richard Rowney 5/6 2/2 1/1 4/5 3/4 2/3 2/2
Joanne Lake 6/6 2/2 1/1 5/5 4/4 3/3 2/2
Total 6 2 1 5 4 3 2
No individuals other than the Committee or Board
members are entitled to attend the relevant meetings
unless they have been invited to attend by the Board
or relevant Committee.
Directors are provided with a comprehensive set of
papers for each Board or Committee meeting, which
equips them with sufficient information to prepare for
the meetings.
The Board has a formal schedule of matters
specifically reserved to it for decision, which includes:
• the Group’s structure, including share issues;
• receiving reports and recommendations from
Board Committees;
• reviewing and approving Board changes;
• considering and authorising Board conflicts of
interest;
• monitoring financial performance and the overall
performance of the business;
• reviewing and approving the Group’s Annual
Report and Accounts and Interim Report including
associated accounting policies;
• reviewing the Group’s strategy and endorsing any
changes as necessary;
• reviewing and approving the Group’s gearing
targets and limits;
• the review and approval of terms of reference and
membership of Board Committees; and
• reviewing and approving directors’ and officers’
liability insurance.
There is a procedure in place for the Directors to take
independent professional advice at the expense of
the Company.
FINANCIAL YEAR 2024
During 2024, key areas of focus in terms of our
governance framework have included:
• implementing the final stages of the Reorganisation
and transitioning from an Investment Trust to a
Commercial Company;
• progressing our Board succession with the
search for my own successor (the process
being led by Jim Coyle in his role as Senior
Independent Director (“SID”) in accordance with
good governance practice, and described in the
Nomination Committee report on page 90);
• reviewing the Board succession plan and
developing a Board skills and experience matrix to
support future Board succession;
• reviewing the changes to the UK Corporate
Governance Code which will apply to us from
1January 2025 and the new UK Listing Rules; and
• approving the Audit Committee’s recommendation
to re-appoint PwC as the Company’s auditor
following an audit tender process during the year.
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CULTURE
The Directors have considered and defined the
Company’s culture, purpose and values. Byidentifying
the important elements of the Company’s dynamic
and driven culture, the Directors assess and monitor it
and ensure that it remains aligned with the Company’s
purpose, values and strategy. The Board promotes a
culture of openness and debate.
The Company operates around five core values;
expert, caring, enterprising, progressive and
driven. We aim to be a purpose-led asset manager
delivering consistent returns and sustainable growth
for our investors and stakeholders alongside positive
impact for our people, portfolio companies and wider
society. The culture of the Board is considered as
part of the annual review of the board effectiveness
and the strategy review processes. During the year
the Company has implemented various initiatives
to further develop and embed the culture in the
Company, more details can be found on page 49 in
the Strategic Report.
CHAIR AND SENIOR INDEPENDENT
DIRECTOR AND DIVISION OF
RESPONSIBILITIES
The Chair, Robert Sharpe, considers himself to have
sufficient time to spend on the affairs of the Company.
Mr Sharpe has no significant commitments other
than those disclosed in his biography on page 64.
The SID, Jim Coyle, considers himself to have
sufficient time to spend on the affairs of the Company.
Mr Coyle has no significant commitments other than
those disclosed in his biography on page 64.
The following sets out the division of responsibilities
between the Chair and the SID.
Role of the Chair
The Chair leads the Board and is responsible for
its overall effectiveness in directing the Company.
TheChair:
• demonstrates objective judgement;
• promotes a culture of openness and debate;
• facilitates constructive Board relations and
the effective contribution of all Non-Executive
Directors;
• ensures appropriate delegation of authority from
the Board to executive management;
• ensures that Directors receive accurate, timely and
clear information;
• in addition to formal general meetings, offers
regular engagement with major shareholders in
order to understand their views on governance
and performance;
• ensures that the Board as a whole has a clear
understanding of the views of shareholders;
• develops a productive working relationship with
the Chief Executive Officer, providing support and
advice, while respecting executive responsibility; and
• acts on the results of the annual evaluation of the
performance of the Board, its Committees and
individual Directors by recognising the strengths
and addressing any weaknesses of the Board.
Role of the Senior Independent Director
The role of the SID is to provide a sounding board
to the Chair and to serve as an intermediary for the
other Directors and shareholders. Led by the SID,
the Non-Executive directors meet without the Chair
present at least annually to appraise the Chair’s
performance, and on other occasions as necessary.
The SID is also available to meet with shareholders
to provide a channel for any shareholder concerns
with the Chair.
INDEPENDENCE OF DIRECTORS
Robert Sharpe, Jim Coyle, Richard Rowney and
Joanne Lake were considered, on appointment,
tobe free from any business or other relationship
that could materially interfere with the exercise
of his or her independent judgement and have
remained so since. The Board noted that Joanne
Lake was the sole shareholder of the Company
prior to 24January2024 for administrative
purposes but did not consider this to impact on her
independence and the Board is of the view that there
are no relationships or circumstances relating to the
Company that are likely to affect the judgement of
any of the independent Directors.
Care will be taken at all times to ensure that
the Board is composed of members who, as a
whole, have the required knowledge, abilities
and experience to properly fulfil their role and are
sufficiently independent.
DECISION-MAKING
The importance of the stakeholder considerations,
in the context of decision making, is taken into
account at every Board and Committee meeting.
All discussions involve careful considerations of the
longer-term consequences of any decisions and their
implications for stakeholders.
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The Board adopts the following general approach in
its discussions and decision-making:
• The papers for each meeting include a reminder
of Directors’ Section 172 duties and the Group’s
key stakeholders. The Chair of the Board and
committee chairs ensure that the ensuing
discussions are properly informed by all relevant
Section 172 matters.
• The Board assesses and approves the Group’s
purpose, values and strategy, ensures the strategy
is aligned with the culture, and is responsible for
promoting those values and culture.
• The Board regularly monitors progress on the
implementation of the strategy and associated
business plan, and reviews both annually to
ensure they remain appropriate.
• Details of how the Board and its committees
engage with our key stakeholders can be found on
page 79 of this Corporate Governance Statement.
• The Board and its committees consider the
potential consequences of its decisions in the short,
medium and long term. It ensures that the Group’s
risk management processes identify any resulting
risks to the business and its stakeholders, and have
plans to appropriately address these risks.
BOARD PERFORMANCE REVIEW
The Board Performance Review conducted in 2024
was an internal review lead by the Company Secretary,
however the Chair and Board note that the Company
should conduct an external Board Performance
Review every 3 years and therefore intends to conduct
an external review no later than 2026.
The performance of the Board and its Committees
and Directors as well as the independence of the
Directors was evaluated by means of a tailored
questionnaire during 2024. The questionnaire was
completed by all Board members. It examined the
effectiveness of the Board in the following areas:
• behaviours and dynamics;
• purpose and strategy;
• stakeholder relationships;
• governance; and
• priorities for change.
The independence of the Directors and their ability
to commit sufficient time to the Company’s activities
was considered as part of the evaluation process.
Directors also completed a self-evaluation and an
appraisal of the Chair. The responses to the Board
Performance Review were anonymised and collated
by the Company Secretary and a report provided to
the Nomination Committee in the first instance and
then reviewed by each committee and the Board.
Overall, the results showed that the Board was
working well and that all Directors continue to make
positive contributions. The Directors felt that there
was an appropriate balance of knowledge, skills, and
specific sector experience on the Board and there
were no significant concerns among the Directors
about the Board’s effectiveness.
Areas identified for further consideration included,
continuing to improve information flow between the
Company, the Board and committees to ensure
coverage of key issues, further work on strategy with
a full strategy day to be added to the annual calendar,
further consideration to be given to the Company’s
culture and implementation of the culture policy and
to develop further mechanisms to effectively obtain
the views of wider stakeholders.
It was also acknowledged that increased diversity
on the Board was required and that this was being
addressed as part of succession planning and that
new board members with experience in private
equity and asset management would be beneficial.
The SID led the appraisal of the Chair and received all
completed questionnaires and subsequently met with
all Directors excluding the Chair to discuss the results.
The comments received from this meeting were then
discussed with the Chair.
The Chair received all Director self-appraisal forms,
and these were discussed with the other Directors
to provide an opportunity for Directors to raise any
matters of concern. All Directors were deemed to be
fulfilling their duties effectively, to have the skills and
experience relevant to the leadership and direction
of the Company and to be making a significant
contribution to the Board.
The Directors were satisfied with progress against
actions arising from the 2023 evaluation including
continuing to closely monitor and observe the
Company’s risk and control systems; maintaining
oversight of business performance and resilience
whilst considering further opportunities for sustainable
growth and updating processes and information
regarding the Group following the Reorganisation.
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As part of the Board Performance Review each
director was asked to complete a skills and
experience matrix, and the results were presented to
the Nomination Committee and Board for review and
discussion. The process did not identify any material
gaps in knowledge or experience on the Board as a
whole but it identified some areas of concentration
and where it would be appropriate for whole
Board training to be sought to ensure our knowledge
is kept up to date. The process also prompted
discussions on key considerations for the Board
when appointing new Directors to support the
implementation of the Company’s future strategy.
TRAINING
The Company Secretary, the Company’s legal advisers
and the management team offer a comprehensive
induction programme to new Directors to ensure they
have the necessary knowledge of the Group, their
duties and obligations as Directors and other matters
as may be relevant from time to time. Board members
are encouraged to keep up to date and attend training
courses on matters that are directly relevant to their
involvement with the Company.
The Company Secretary provides relevant
governance updates at each board meeting, and has
proposed a training programme for the Directors,
which covers matters including the UK Listing Rules
and the new “failure to prevent fraud” offence.
BOARD APPOINTMENT, ELECTION &
TENURE
The rules concerning the appointment and
replacement of Directors are contained in the
Company’s Articles of Incorporation and The
Companies (Guernsey) Law, 2008 as amended.
During the year Robert Sharpe and Jim Coyle
reached their 9 years tenure anniversary. Therefore,
the Company has undertaken a recruitment process
for a new Chair and new Senior Independent Director
and Audit Committee Chair.
As the search for a new Chair is ongoing, MrSharpe
remains as Chair for the time being and has exceeded
his 9-year tenure but this is not seen as an impediment
to the Company, and it is appropriate for Mr Sharpe to
remain in his position until a new chair is found. Once
a new chair is appointed the search for a replacement
for Mr Coyle will commence. However, given the recent
changes regarding the CFO and wider finance team in
2024, the Board is considering the appropriateness
of Mr Coyle remaining in his position as audit chair for
an additional year to assist with continuity. The Board
is also cognisant of ensuring retention of knowledge
and note that the Chair and SID departing in the same
year would not necessarily be in the best interest of
the Company.
None of the other Directors consider length of
service as an impediment to independence or good
judgement but, if they felt that this had become the
case, the relevant Director would stand down.
The Board considers that all of the current Directors
contribute effectively to the operation of the Board
and the strategy of the Company.
DIRECTORS’ SUCCESSION PLAN
The Board is aware of the need to consider Board
tenure, independence and ensure continuity and a
smooth transition of Directors and maintenance of an
appropriate balance of skills, experience and diversity
at all times and during the year the Nomination
Committee has reviewed the Board Succession Policy
and with Mr Sharpe and Mr Coyle reaching their 9 year
tenure the future needs of the Company and structure
of the Board have been at the forefront of Nomination
Committee discussions. The Company used Per
Ardua Associates Limited (“Per Ardua Associates”)
to assist with the search for a new chair and on their
appointment they were asked to provide a shortlist of
diverse candidates.
The initial intention was for Mr Coyle to step down at
the AGM and his replacement appointed at the 2025
AGM. However, due to the extended timings for a
search for a new Chair, an option is for Mr Coyle to
remain on the Board during 2025 and to step down
no later than the AGM in 2026. Thus, enabling the
new Chair to be involved in the appointment process
and ensure continuity of knowledge.
Following the departure of Lucy Tilley in October 2024,
Crispin Goldsmith has been appointed as CFO, but
has not been appointed as an executive director.
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During the year the Nomination Committee reviewed
the Board and Senior Management Succession
Plans, to ensure maintenance of knowledge
and ensure appropriate mix of skills, knowledge,
experience and diversity in the Board and to ensure
that there was an appropriate emergency plan in
place for senior members of the Company.
CONFLICTS OF INTEREST
The Company’s Articles of Incorporation provide that
the Directors may authorise any actual or potential
conflict of interest that a Director may have, with or
without imposing any conditions that they consider
appropriate on the Director in question. Directors
are not able to vote in respect of any contract,
arrangement or transaction in which they have a
material interest, and, in such circumstances, they
are not counted in the quorum at the relevant Board
meeting. A process has been developed to identify
any of the Directors’ potential or actual conflicts of
interest. This includes declaring any potential new
conflicts before the start of each Board meeting.
Aschedule is maintained of each Director’s potential
conflicts of interest.
BOARD DIVERSITY
The Board is comprised of a mixture of individuals
that have an appropriate balance of skills and
experience to meet the needs of the Company and
to date appointments are made first and foremost
on the basis of merit and taking into account the
recognised benefits of all types of diversity.
The Board acknowledges the Financial Conduct
Authority (“FCA”) Listing Rules that set positive
diversity targets and build on the recommendations
from the Hampton-Alexander Review on gender
diversity on boards and the Parker Review regarding
ethnic representation on boards. The Board supports
the recommendation to have greater female and
ethnic representation and wider diversity on the
Board and includes this as a key consideration in
its succession planning and recruitment of new
directors. The Group maintains the following targets:
• at least 40 per cent of individuals on the Board to
be women;
• at least one senior Board position to be held by a
woman; and
• at least one individual on the Board to be from a
minority ethnic background.
As detailed in the table below, throughout 2024
the Company has met targets two and three, with
target one not being met due to the previous CFO’s
unplanned departure.
Following the Company’s appointment to the
FTSE250 the Board will continue to focus on
prioritising diversity at all levels of the Company.
The following tables show the gender diversity and the ethnic diversity of the Board as at 31 December 2024.
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions on
the Board
(CEO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
Men 4 67% 2 - 0%
Women 2 33% 1 1 100%
Not specified/ prefer
notto say
- - - - -
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Number
of Board
members
Percentage
of the
Board
Number
of senior
positions on
the Board
(CEO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other
White (including
minority-white groups)
5 83% 3 1 100%
Mixed/Multiple Ethnic
Groups
- - - - -
Asian/Asian British - - - - -
Black/African/
Caribbean/Black
British
- - - - -
Other ethnic group,
including Arab
1 17% - - -
Not specified/prefer
not to say
- - - - -
The table below shows the gender diversity across the organisation as at 31 December 2024.
Number of
employees
Number in Senior
Management
Men 59 6
Women 32 1
Not specified/ prefer not to say - -
COMMITTEES
As set out on page 75, the Committee structure
was reviewed by the Board in 2024. Details of
membership of the Committees are set out on
page73. The terms of reference of each Committee
are available from the Company Secretary and on the
Company website. Each Committee reports to the
Board on its proceedings at the next Board meeting
after each meeting.
Audit Committee
The Board has delegated certain responsibilities to its
Audit Committee. An outline of the remit of the Audit
Committee and its activities during the year are set
out on pages 82 to 87.
The Audit Committee is chaired by Jim Coyle and
meets at least on a quarterly basis. It is responsible
for ensuring that the financial performance of
the Group is properly reported and monitored
and provides a forum through which the Group’s
external auditors may report to the Board. The Audit
Committee reviews and recommends to the Board
the Annual Report and Accounts, the Interim Report,
quarterly trading updates and any other financial
announcements.
Risk Committee
The Board has delegated certain responsibilities to
its Risk Committee. An outline of the remit of the Risk
Committee and its activities during the year is set out
on pages 88 and 89.
The Risk Committee is chaired by Richard Rowney
and meets on a quarterly basis. The Risk Committee is
responsible for: reviewing the Group’s internal control
and risk management systems, in collaboration with
the Audit Committee in respect of financial control;
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setting and monitoring the Company’s risk appetite;
carrying out a robust assessment of the Company’s
emerging and principal risks; and key policies and
processes for identifying and assessing both financial
and non-financial business risks and the management
of these risks along with an assessment of their
robustness, appropriateness and effectiveness.
The Risk Committee reviews and approves
statements to be included in the Annual Report
and Accounts concerning internal controls and risk
management; and assesses the adequacy of the
levels of professional indemnity insurance and other
insurance cover maintained for the Company.
The principal risks and uncertainties for the Group
are set out in detail on pages 57 to 60.
Remuneration Committee
The Board has delegated certain responsibilities
to its Remuneration Committee. The Committee is
chaired by Joanne Lake and meets at least twice
a year. An outline of the remit of the Remuneration
Committee and its activities during the year is set out
on pages 94 and 96.
The primary responsibility of the Committee is to
consider and make recommendations to the Board
on Directors’ remuneration. Further details on the
work on remuneration can be found in the Annual
Report on Remuneration on pages 98 to 107.
Nomination Committee
The Board has delegated certain responsibilities
to its Nomination Committee. The Nomination
Committee is chaired by Robert Sharpe and meets
at least twice a year. The Nomination Committee is
responsible for overseeing the appointment of new
directors and the succession planning of the Board
and senior management as well as evaluating the
Boards performance The report of the Nomination
Committee is set out on pages 90 to 92.
COMPANY SECRETARY
The Board has direct access to the advice and
services of the Company Secretary, which is
responsible for ensuring that the Board and
Committee procedures are followed, and that
applicable rules and regulations are complied with.
The Company Secretary is also responsible for
ensuring good information flows between the Board
and management, ensuring the timely delivery of
information and reports to the Board and for ensuring
that statutory obligations of the Company are met.
ANNUAL GENERAL MEETING
The Company’s AGM will be held on 12 June
2025 and the notice of meeting will be circulated
at least 21 days in advance of the meeting date.
Eligible shareholders will be able to attend and
vote at this AGM. The Company’s shareholders are
encouraged to attend the AGM and to participate in
proceedings. The chair of the board and the directors
of the Company, together with representatives of
the Group, will be available to answer shareholders’
questions at the AGM. Proxy voting figures will be
available to shareholders at the Company’s AGM.
SHAREHOLDER ENGAGEMENT
The Group engages in regular discussions with
major shareholders, the feedback from which
is provided to and greatly valued by the Board.
TheDirectors are available to enter into dialogue and
correspondence with shareholders regarding the
progress and performance of the Company. Further
information about the Company can be found on the
Company’swebsite.
INTERNAL CONTROL REVIEW AND
ASSESSMENT PROCESS
The Group has established internal control
frameworks to provide reasonable assurance on
the effectiveness of the internal controls. The Board
has appointed Deloitte LLP as internal auditor of
theGroup.
The Board confirms that there is an ongoing
process for identifying, evaluating and managing the
significant risks faced by the Group and for reviewing
the effectiveness of the Group’s system of internal
controls including financial, financial reporting,
operational, compliance and risk management.
The Board has in place a robust process to assess
and monitor the risks of the Group. The Board has
reviewed the effectiveness of systems of internal
control and risk management. During the year under
review, the Board has not identified any significant
failings or weaknesses in its internal control systems.
The Group has established a risk matrix, consisting
of the key risks and controls in place to mitigate those
risks. The Board confirms that there is an ongoing
process for identifying, evaluating and managing
the principal risks faced by the Group. Details of the
Group’s risks can be found on pages 57 to 60 of the
Strategic Report, together with an explanation of the
controls that have been established to mitigate each
risk. This provides a basis for the Risk Committee
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and the Board to regularly monitor the effective
operation of the controls and to update the matrix
when new risks are identified.
The system of internal control and risk management
is designed to meet the Group’s particular needs
and the risks to which it is exposed. The Board
recognises that these control systems can only be
designed to manage, rather than eliminate, the risk of
failure to achieve business objectives and to provide
reasonable, but not absolute, assurance against
material misstatement or loss.
FINANCIAL REPORTING CONTROLS
The Board maintains a robust system of internal
control and risk management, focusing on the
integrity of the Group’s financial reporting process.
This system, designed to manage rather than
eliminate risks, includes a clear organisational
structure, regular risk assessments, comprehensive
control activities, and effective information systems.
The Group adheres to International Financial
Reporting Standards and continuously monitors
control effectiveness through management reviews,
internal and external audits, and Audit Committee
oversight. The Board regularly reviews the system’s
effectiveness, conducting a specific review for this
Annual Report and Accounts.
ANTI-BRIBERY & CORRUPTION
The Group has reviewed the compliance with the
Bribery Act 2010. These matters are reviewed
regularly by the Audit Committee and Risk
Committee.
WHISTLE BLOWING POLICY
The Group has a whistleblowing policy and there are
processes in place to encourage workers to report
concerns or suspicions about any wrongdoing.
There is also a dedicated whistleblowing e-mail
address, which the Chief Compliance Officer is
responsible for monitoring.
APPROVAL
This report was approved by the Board of Directors
on 24 March 2025.
Robert Sharpe (on behalf of the Board)
Chair
24 March 2025
Annual Report and Accounts 2024
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MEMBERSHIP
During 2024 the Audit Committee was chaired
by Jim Coyle. Jim is a Chartered Accountant
and maintains his membership of the Institute of
Chartered Accountants of Scotland. As such, he has
relevant financial experience. The other members of
the Audit Committee are Joanne Lake and Richard
Rowney. They both have recent and relevant financial
experience, as a result of their involvement in
financial services and other industries. The members’
biographies can be found on pages 64 to 65.
The Group’s CEO and the Board Chair are not
members of the Committee but attend meetings at
the invitation of the Chair of the Committee. PwC,
as external auditor, and members of the Group’s
management team also regularly attend meetings.
Full details of the number of Committee meetings
and attendance by individual Committee members
can be found on page 73.
THE ROLE OF THE AUDIT COMMITTEE
The role of the Audit Committee is defined in its
terms of reference, which are available from the
Company Secretary and on the Company website.
The roles and responsibilities of the Audit Committee
includeto:
• monitor the financial reporting process and the
integrity of the financial and narrative statements
and other financial information provided to
shareholders;
• review and monitor the integrity of the Annual
Report and Accounts and the Interim Report
and review and challenge where necessary the
accounting policies of the Group;
• review the adequacy and effectiveness of the
Group’s internal financial and internal control and
risk management systems, in collaboration with
the Risk Committee in relation to non-financial
controls;
• make recommendations to the Board on the
reappointment or removal of the external auditors
and to approve their remuneration and terms of
engagement;
• review and monitor the external auditors’
independence and objectivity;
• review the performance of the internal audit
function and auditor;
• monitor the processes for compliance with laws,
regulations and ethical codes of practice; and
• ensure the Company follows the Audit Committee
and the External Audit: Minimum Standard.
THE COMMITTEE’S CHALLENGE OF
INFORMATION
The Committee recognises the importance of its role,
on behalf of shareholders and wider stakeholders,
toensure the integrity of the Group’s financial
reporting and risk management processes. It relies
on a number of sources to ensure this integrity,
including the views of the external auditor.
The Committee has worked with the management
team over the course of 2024 to continue to improve
the quality and timeliness of written and oral reporting
to the Committee and we are pleased with the
progress to date. These continued improvements have
enriched the debate and discussion at meetings of the
Committee and supported the Committee to fulfil its
responsibilities, which are set out below. For example,
the Audit Committee held a meeting in December
2024, January 2025 and March 2025, to challenge the
REPORT OF THE
AUDIT COMMITTEE
As Chair of the Audit Committee, I am pleased to
present the report of the Audit Committee for the
year ended 31 December 2024.
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Annual Report and Accounts 2024
key assumptions and judgements used in preparing the
Annual Report and Accounts. This included a review
of the International Financial Reporting Standards
(“IFRS”)9 and 15 assumptions, and the valuation of
carried interest and direct equity investments.
In addition to this, the Audit Committee reviewed
management’s preparation for the full-year accounts
including the key accounting judgements proposed
by management. The review concluded that
management judgements were satisfactory.
SIGNIFICANT MATTERS CONSIDERED
DURING THE YEAR
The Audit Committee met five times during the year
under review and considered the following items:
• the Company’s Annual Report and Accounts for
the year ended 31 December 2023;
• the Group’s Interim Report for the six months
ended 30 June 2024;
• the Audit Committees compliance with the Audit
Committees and the External Audit: Minimum
Standard as published by the Financial Reporting
Council (“FRC”);
• the appropriateness of the Group’s accounting
policies and whether appropriate estimates and
judgements have been made and disclosed in
preparation of the above documents;
• the independence, effectiveness and reappointment
of the external auditor;
• the audit tender process and appointment of the
external auditor;
• the audit plan for the Group’s audits shared by the
external auditors;
• the Group’s non-audit services policy and the
updated policy on non-audit services provided by
the external auditor;
• the Company’s appointment of Crispin Goldsmith
as CFO;
• approval of the Internal Audit Charter and regular
updates on Internal Audit;
• the Group’s approach to the going concern
assessment and viability statement as to the
longer-term viability of the Group;
• the Group’s critical accounting estimates and
judgements, including goodwill impairment
assessment;
• the ongoing impact and risks associated with
recent geopolitical and macroeconomic events,
including the impact of and significant increases
in inflation and interest rates; and
• the Group’s ESG and climate-related risks and
disclosures, including the process by which
management gather ESG data and metrics
and the supporting documents, the relevance
of material climate-related matters, including
the risks of climate change and transition risks
associated with the goals of the Paris Agreement.
SIGNIFICANT ACCOUNTING MATTERS
The Audit Committee met on 31 January 2025 and
13 March 2025 to review the Report and Accounts
for the year ended 31 December 2024. The Audit
Committee considered the following significant
issues, including principal risks and uncertainties
in light of the Group’s activities and matters
communicated by the external auditors during their
audit, all of which were satisfactorily addressed.
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Issue considered How the Committee gained assurance
Risk of
misappropriation
of assets and
ownership of
investments
The Audit Committee has reviewed key controls over the assets of the Group over the
course of 2024. The Board has put in place procedures to ensure that investments can
only be made to the extent that the appropriate contractual and legal arrangements
are in place to protect the Group’s assets.
Risk on valuations
of Investment
Assets held at fair
value
The Audit Committee received presentations in 2024 from the management team
including deep dives on selected investments. After challenging the assumptions, the
Committee concluded that the valuations held were reasonable.
Accounting for
carried interest
The Audit Committee has reviewed and discussed the accounting and presentation
of carried interest, which required a number of estimates and judgements which
are explained in Note 14. Whilst IFRS does not prescriptively lay out the accounting
treatment for carried interest, the Audit Committee is satisfied that the IFRS principles
and framework have been applied consistently in the estimates and judgements.
The risk of
material
misstatement of
expected credit
losses under
IFRS 9 Financial
instruments
The Audit Committee view estimating expected credit losses as a key accounting
estimate for the Group. As in previous years, the Committee received presentations
from the management team explaining key judgement areas, such as consistency
of approach and the Group’s business mix. After challenging the assumptions, the
Committee concluded that the provisioning approach and key judgements were
reasonable.
The Committee has carefully challenged a number of the assumptions underpinning
reporting under IFRS 9. The impact of these matters are described in the Strategic
Report on pages 82 to 83.
Goodwill
impairment
assessment
The Audit Committee reviewed and discussed the goodwill impairment assessment
prepared by management, which included a robust value-in-use valuation of goodwill
as at 31 December 2024. This paper outlined key assumptions, such as future
income projections, discount rates, and long-term growth rates, all of which were
subjected to sensitivity analyses to test the resilience of the valuation. The Committee
challenged these assumptions and reviewed the results of stress testing, which
demonstrated significant headroom above the carrying amount of goodwill even
under stringent scenarios. Based on this comprehensive review and the significant
headroom identified in the valuation, the Committee concluded that the carrying
amount of goodwill was reasonable and supported by sound financial analyses.
Going concern
and viability
statement
The Audit Committee reviewed a paper from the management team in support of
the going concern basis and the longer-term viability of the Group. The Committee
noted the stability of the Group’s business model, its successful track record, the
Group’s three-year financial projections and the results of internal stress testing, and
concluded this provided sufficient evidence to support the Board’s viability statement
set out on page 61. The Committee will continue to monitor this area closely given the
macroeconomic uncertainty described in the Strategic Report.
Fair,
balanced and
understandable
The approach taken by the Committee in determining whether the Annual Report is,
when taken as a whole, fair, balanced and understandable, is described in greater
detail in this Audit Committee report.
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EXTERNAL AUDITORS
The Group’s external auditors, Pricewaterhouse-
Coopers LLP (“PwC”), were appointed on 9April
2024 and last re-appointed on 13 June 2024 atthe
2024 AGM.
The individual who acts on behalf of PwC as the
Chartered Accountants and Recognised Auditors
is Claire Sandford. This is the fourth year that Claire
Sandford has represented PwC, with her five-year
term ending after the year ended 31 December 2025
audit. Her successor has been appointed and will
commence their tenure as the individual who acts
on behalf of PwC as the Chartered Accountants
and Recognised Auditors for the year ending
31 December 2026.
The audit and non-audit fees for the year under
review can be found in Note 5 to the financial
statements.
NON-AUDIT SERVICES
In relation to non-audit services, the Audit Committee
has reviewed and implemented a policy on the
engagement of the auditors to supply non-audit
services and this is reviewed on an annual basis.
All requests or applications for other services to
be provided by the auditors over a threshold are
submitted to the Audit Committee and will include
a description of the services to be rendered and an
anticipated cost. The Audit Committee will review the
scope and size of any such services provided and any
consequent impact upon the auditors’ independence.
The Group’s policy follows the requirements of
the Financial Reporting Council’s Revised Ethical
Standard for Auditors published in December 2024.
The policy specifies a number of prohibited services
which it is not permitted for the auditors to provide
under the revised Ethical Standard.
EXTERNAL AUDIT INDEPENDENCE
The Committee has undertaken a formal assessment
of PwC’s independence, which included a review of:
• a report from PwC describing its arrangements
to identify, report and manage any conflicts of
interest;
• its policies and procedures for maintaining
independence and monitoring compliance with
relevant requirements; and
• the value and type of non-audit services provided
by PwC.
The Audit Committee monitors the auditors’
objectivity and independence on an ongoing basis.
In determining PwC’s independence, the Audit
Committee has assessed all relationships with
PwC and received confirmation from PwC that it is
independent and that no issues of conflicts arose
during the year. The Audit Committee is therefore
satisfied that PwC is independent.
EXTERNAL AUDIT EFFECTIVENESS
The Audit Committee monitors and reviews the
effectiveness of the external audit process on an
annual basis and makes recommendations to the
Board on its reappointment, remuneration and terms
of engagement of the auditors. Over the reporting
period, the Audit Committee reviewed management’s
proposed judgements. The Committee asked the
auditor to review key areas and to ensure that they were
challenging management’s judgement with appropriate
professional scepticism. Key areas included new
accounting policies required for the Reorganisation,
thevaluation of Investment Assets held fair value
through profit or loss, accounting for carried interest
and expected credit losses under IFRS 9.
Each item was reviewed in turn with the auditor
to confirm that they were applying professional
scepticism. Further disclosure on the challenges
provided and the audit work performed is provided
in the independent auditors’ report on page 110.
Inaddition, the chair of the Audit Committee met with
the audit partner and assessed PwC’s performance
to date. The review involved an examination of
the auditors’ remuneration, the quality of its work
including the quality of the audit report, the quality
of the audit partner and audit team, the expertise of
the audit firm and the resources available to it, the
identification of audit risk, the planning and execution
of the audit and the terms of engagement.
The Audit Committee has direct access to the Group’s
auditors and provides a forum through which the
auditors’ report to the Board. Representatives of PwC
regularly attend meetings of the AuditCommittee.
AUDIT TENDER
The audit was put out to competitive tender during the
year under review and as part of this we established
clear objectives and selection criteria for the new
auditor appointment. The invitation to tender was
sent to both “Big 4” and non “Big 4” firms, in order to
ensure a wide range of audit firms were considered.
In August 2024, four audit firms were invited to take
part in the tender and PwC, the incumbent auditor
at the time, was also considered as a participant.
Comprehensive information about the Group was
provided to the candidates through secure data
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Corporate Governance Report
rooms and management meetings. Two of the firms
responded that, due to varying reasons but largely in
relation to capacity and conflicts, they were unable
to take part in the tender at that time. Following
discussions and review of the submitted tender
documents from those firms participating in tendering,
the Audit Committee received a presentation from
the prospective firms. Further to the presentation
and discussions held, the audit committee gave
consideration to the technical expertise, cultural fit,
the benefits of continuity at a time of change in the
finance team and the level of experience of the team,
the audit fee and their independence and objectivity.
As such, the Audit Committee recommended PwC
be reappointed as Auditor to the Board in December
2024 subject to shareholder approval at the upcoming
Annual General Meeting.
Whilst not governed by the requirements of the
Statutory Audit Services Order 2014, issued by the
Competition and Markets Authority (“CMA Order”), a
voluntary audit tender and rotation in line with CMA
Order will be carried out at least every ten years.
The Company will therefore carry out a rotation and
tender no later than in respect of the financial year
ending 31 December 2036.
2024
February Audit Committee noted that as the Company was Guernsey incorporated and adhered
to Guernsey crown dependency audit rules, UK audit tender rotation requirements were
not applicable to the Company. However, the Company voluntarily chose to comply
with the audit firm rotation as part of its commitment to best practice governance
requirements.
Committee confirmation of audit tender timetable
Consultation on prospective participants
August Expression of interest confirmation
October Issue of request for proposal (“RFP”) and access to data room granted
November Meetings between management and prospective audit firms held
December RFP submissions and presentation to the Audit Committee
Meeting of Audit Committee to consider and discuss the presentations and make
recommendation to the Board
Board meeting to discuss the Audit Committee’s recommendation to appoint the
proposed candidate PwC for year ending 31 December 2025.
Following the Company’s admittance to the FTSE 250
in January 2025, the Committee will work to ensure
the Company fully complies with The Statutory Audit
Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014
going forward.
FAIR, BALANCED & UNDERSTANDABLE
REPORTING
Following the year-end, the Audit Committee
reviewed the 2024 Annual Report and Accounts
to consider whether they provide a true and fair
view of the Group’s affairs at the end of the year
and provided shareholders with the necessary
information in a fair, balanced and understandable
way to enable them to assess the Group’s position,
performance, business model and strategy.
There was a rigorous review process and challenge
at different levels within the Group to ensure
balance and consistency. The Committee also
reviewed copies of the 2024 Annual Report and
Accounts during the drafting process to ensure key
messages and themes being followed throughout
the Annual Report and Accounts were aligned with
the Company’s position, performance and strategy
intentions, and that the narrative in the report and
financial statements was consistent throughout.
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When forming its opinion, the Committee considered the following questions to encourage challenge and
assess whether the Annual Report and Accounts was fair, balanced and understandable:
Is the Report fair? • Is the whole story presented?
• Have any sensitive material areas been omitted?
• Are the KPIs disclosed at an appropriate level based on the
financial reporting?
Is the Report balanced? • Is there a good level of consistency between the front and back
sections of the Annual Report and Accounts?
• Is the Annual Report and Accounts a document for shareholders
and other stakeholders?
Is the Report
understandable?
• Is there a clear and understandable framework to the Annual
Report and Accounts?
• Is the Annual Report and Accounts user-friendly, easy to
understand and presented in straightforward language?
INTERNAL AUDIT
Deloitte LLP (“Deloitte”) continued as the internal
auditors of the Group, following their initial
appointment in February 2023, and reappointment in
February 2024. During the year, Deloitte conducted
internal audit activities in line with the agreed audit
plan, focusing on key areas of the Group’s operations
and control environment.
EFFECTIVENESS
The Committee’s effectiveness was reviewed as
part of the Board Performance Review process,
with results presented in December 2024, and it
was concluded that the Committee was operating
effectively, and the meetings were efficiently run.
The Audit Committee Chair was commended for
his thorough approach and excellent relationship
with the external auditors and finance team, but
the Committee would need to focus on managing
a smooth integration of a new CFO in 2025 and
the transition to a new Committee Chair. Board
effectiveness will continue to be a priority for the
Board and our approach to evaluating effectiveness
will continue to evolve in accordance with our
strategic objectives. Details of the process followed,
and outcomes are set out in the Board Performance
Review section of the Corporate Governance
Statement on page 75.
TERMS OF REFERENCE
The Committee has formal terms of reference which
are available from the Company Secretary and
the Company website. The terms of reference are
reviewed by the Board on an annual basis.
CONCLUSION
After completion of its review, the Committee was
satisfied that, when taken as a whole, the Group’s
Annual Report and Accounts were fair, balanced
and understandable, and provide the information
necessary for shareholders to assess the Group’s
performance, business model and strategy.
APPROVAL
This report was approved by the Audit Committee on
24 March 2025.
Jim Coyle
Chair of the Audit Committee
24 March 2025
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Corporate Governance Report
REPORT OF THE
RISK COMMITTEE
As Chair of the Risk Committee, I am pleased to
present the Committee’s report for the year ended
31 December 2024. This report includes a summary
of the role of the Risk Committee and the significant
matters considered during the year.
MEMBERSHIP
The Risk Committee is chaired by Richard Rowney.
Jim Coyle and Joanne Lake are also members.
Allthree members have risk and broader business
experience due to the senior positions they hold or
have held in other listed or publicly traded companies
and/or similar large organisations and possess the
necessary range of experience required to provide
effective challenge to management. The members’
biographies can be found on pages 64 to 65.
The Group’s CEO, CFO, and the Board Chair are not
members of the Committee but attend meetings at
the invitation of the Chair of the Committee together
with the Group’s Chief Compliance Officer. PwC,
as external auditor, and members of the Group’s
management team, also regularly attend meetings.
The Committee met four times during 2024. Full
details of the number of Committee meetings and
attendance by individual Committee members can
be found on page 73.
THE ROLE OF THE RISK COMMITTEE
The responsibilities of the Risk Committee include to:
• oversee the Group’s risk management and
compliance activities;
• set and monitor the Group’s risk appetite;
• review the Group’s internal control and risk
management systems and ensure they remain
effective and align with strategic objectives, in
collaboration with the Audit Committee in respect
of financial controls;
• carry out a robust assessment of the Group’s
emerging and principal risks;
• oversee the processes for compliance with laws,
regulations and ethical codes of practice and
prevention of fraud;
• review the Group’s key risk policies, including the
risk management, market abuse, related party
transactions and significant transaction policies;
• review and approve risk statements to be included
in the Annual Report and Accounts concerning
internal controls and risk management; and
• oversee the Group’s internal capital and risk
assessment (“ICARA”).
Further details of the duties and responsibilities of the
Risk Committee can be found in the terms of reference.
SIGNIFICANT MATTERS CONSIDERED
DURING THE YEAR
The Committee considered the following items
during the year under review:
• the Group’s risk appetite statement, taking
in consideration the risk profile of the Group,
it’srisk registers and dashboard, and internal
audit reports relating to the Risk and Compliance
functions and other risk matters;
• risk and compliance reports received from the
risk and compliance teams, which included
information relating to compliance monitoring
activities, debt facilities, compliance with
covenants and regulatory horizon scanning;
• updates and deep dives on a selection of the
Group’s Investment Assets;
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Annual Report and Accounts 2024
• an update on the Task Force on Climate-Related
Financial Disclosures Framework (“TCFD”) and its
impact on both physical and other climate risks of
the Company;
• the Group’s policies in relation to risk
management, including the Group Market Abuse
policy and Risk Management policy;
• the Group’s ICARA, including risk assessment
and corresponding mitigation;
• IT security risks to the Group, and the controls put
in place to mitigate these risks;
• results of the business continuity plan and disaster
recovery tests; and
• drafts of the risk sections contained in the Annual
Report.
Details of the Group’s risk management process and
the management and mitigation of key risks can be
found on pages 57 to 60. The Board, through the Risk
Committee, has carried out a review of the principal
risks facing the Group and agreed with how they have
been represented within the Annual Report.
EFFECTIVENESS
The Committee’s effectiveness was reviewed as
part of the Board Performance Review process,
with results presented in December 2024, and it
was concluded that the Committee was operating
effectively. Board effectiveness will continue to be a
priority for the Board and our approach to evaluating
effectiveness will continue to evolve in accordance
with our strategic objectives. Details of the process
followed, and outcomes are set out in the Board
Performance Review section of the Corporate
Governance Statement on page 75.
TERMS OF REFERENCE
The Committee has formal terms of reference which
are available from the Company Secretary and
the Company website. The terms of reference are
reviewed by the Board on a regular basis.
CONCLUSION
After completion of its review, the Risk Committee
was satisfied that the Group was operating within the
risk appetite set by the Board and, when taken as
a whole, the Group’s Annual Report and Accounts
provide the information necessary for shareholders
to assess the Group’s risk position.
APPROVAL
This report was approved by the Risk Committee on
24 March 2025.
Richard Rowney
Chair of the Risk Committee
24 March 2025
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Corporate Governance Report
89
MEMBERSHIP
The Nomination Committee is chaired by Robert
Sharpe. The other members are Jim Coyle, Joanne
Lake and Richard Rowney. All members have
extensive experience acting on boards. The members’
biographies can be found on pages 64 to 65.
The Group’s CEO is not a member of the Committee
but attends meetings at the invitation of the Chair
of the Committee together with external advisers as
required.
Full details of the number of Committee meetings and
attendance by individual Committee members can be
found on page 73.
THE ROLE OF THE NOMINATION
COMMITTEE
Effective governance requires a breadth of skills,
experience, knowledge and diversity making the
work of the Nomination Committee a key part of the
Board’s oversight.
The responsibilities of the Nomination Committee
includes:
• reviewing the structure, size and composition of
the Board, taking into account the balance of
skills, knowledge, experience and the provisions
of the Company’s Board Diversity Policy, and to
make recommendations to the Board with regard
to any changes;
• considering proposals for the re-appointment of
directors and also any proposal for their dismissal,
retirement, non-reappointment or any substantial
change in their duties or responsibilities or the
term of their appointment;
• ensuring plans are in place for orderly succession
for both the Board and senior management
positions, and to oversee the development of
a diverse pipeline for succession, taking into
account the challenges and opportunities facing
the Company, and the skills and expertise needed
on the Board in future;
• keeping under review the leadership needs of the
organisation, both executive and non-executive,
with a view to ensuring the continued ability of
the organisation to compete effectively in the
marketplace;
• keeping up to date and fully informed about
strategic issues and commercial changes affecting
the Company and the market in which it operates;
• identifying and nominating for the approval of the
Board candidates to fill Board vacancies as they
arise;
• evaluating the balance of skills, knowledge,
experience and diversity on the Board before
any appointment is made by the Board, and, in
light of this evaluation, prepare a description of
the role and capabilities required for a particular
appointment and the time commitment expected;
• setting measurable objectives for diversity, equal
opportunity and inclusion in relation to the board
and senior management positions;
• keeping under review the number of external
appointments held by each director and ensure
that any new additional external appointments are
approved in advance by the Board before being
accepted;
• considering the membership of any other Board
Committees as appropriate, in consultation with
the chairs of those Committees; and
REPORT OF THE
NOMINATION
COMMITTEE
As Chair of the Nomination Committee, I am pleased
to present the Committee’s report for the year ended
31 December 2024.
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Annual Report and Accounts 2024
• overseeing a formal and rigorous annual evaluation
process in relation to the performance and
effectiveness of the Board, its Committees, the
Chair of the Board and individual Directors, and
to review the results of the Board performance
evaluation process that relate to the composition
of the Board and succession planning.
SIGNIFICANT MATTERS CONSIDERED
DURING THE YEAR
During the year under review, the Nomination
Committee met two times.
The Committee’s main focus during the year was
succession planning for the Board, noting that
Robert Sharpe and Jim Coyle reached their 9 years
tenure and overseeing the change of CFO and the
recruitment process for a new CFO following both
Julian Dale’s and Lucy Tilley’s departures. More
specifically, the Committee considered the following
items during the year under review:
• approval of a role definition for the search for a
Chair candidate and the selection of Per Ardua
Associates as the executive search firm to
conduct the search. Per Ardua Associates was
selected based upon their experience of recruiting
similar roles. No Director has any connection to
Per Ardua Associates.
• approval of a role definition for the search for
a CFO candidate and the selection of Lomond
Consulting as the executive search firm to
conduct the search. Lomond Consulting were
selected based upon their experience of recruiting
similar roles. No Director has any connection to
Lomond Consulting;
• preparing a job specification for the appointment
of a chair, and provide consideration of certain
candidates for the Board Chair and SID roles
and whether they would bring appropriate skills,
knowledge, experience and diversity to support
the long-term success of the business;
• review of the structure, size and composition of
the Board;
• review of the diversity of the Board and its Equal
Opportunity and Inclusion Policy, and ensuring
that the Company has an adequate plan in place
to comply with the Board diversity targets set out
in Listing Rules;
• Review of Directors’ biographies and the reasons
for their reappointment;
• Discussion of succession planning for the Chair
and other Directors and senior management;
• Review of the results of the annual evaluation of
the Board and Committee’s performance; and
• Review of the induction process for new directors.
APPOINTMENT OF NEW CHAIR
Develop Role / Candidate
Profile
Working with the CEO, the Committee developed a detailed
candidate profile based on an agreed list of key/ desirable skills and
attributes including:
• Public markets experience and main Board PLC experience.
• Proven track record of success as a senior executive (including
CEO) in businesses of relevant scale.
• Background in business, investment companies & private equity.
• Interpersonal skills, empathy and high emotional intelligence
necessary to foster positive relationships with Board colleagues.
• Personal presence and strong communication skills to achieve
rapid credibility in the role, including with shareholders.
Identify and engage external
search agency/service
• Ensuring access to a diverse pool of appropriately experienced
candidates, beyond established networks.
• The Committee agreed to engage executive search firm Per
Ardua Associates to support the search process.
• Per Ardua Associates has no other connection with the Company
or individual Directors.
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Corporate Governance Report
Shortlisting Candidates • Per Ardua Associates developed a longlist of candidates
matching the role/candidate profile.
• The CEO, SID and Chair reviewed the longlist and shortlisted of
ten candidates.
• Following the shortlisting process interviews took place.
• A summary of shortlisted candidates was discussed with
Nomination Committee members.
Interviews • The SID and Chair reviewed and interviewed six candidates.
• Second Round interviews were conducted with the CEO.
Recommendation and
Appointment
• No final decision has been made at the date of this report, but
an announcement is expected by the date of the Annual General
Meeting.
Whilst the Board acknowledge the Code 2018’s
recommendation that the chair of the board should
not chair the nomination committee when it is
dealing with the appointment of their successor, the
Board and Nomination Committee did not deem
it necessary for the Chair to step down for these
discussions on the grounds that him chairing did not
impede discussions and as the Chair was working
with the CEO and SID on the recruitment process he
was well placed to update the Board and Committee.
EFFECTIVENESS
The Committee’s effectiveness was reviewed as part
of the Board Performance Review process, with
results presented to the Board in December 2024, and
it was concluded that the Committee was operating
effectively, The directors were in particular satisfied
with the leadership of the committee, the topics
discussed, the papers provided and the diversity and
succession planning discussions. Furthermore, the
Committee recognises the importance of succession
planning and the importance of a smooth transition
between Chairs and that this would be an area of
focus for the Committee in the coming year. During
the year the Committee oversaw the evaluation
process to evaluate the effectiveness of the Board
and all Committees. Details of the process followed
and outcomes are set out in the Board Performance
Review section of the Corporate Governance
Statement on page 75.
TERMS OF REFERENCE
The Committee has formal terms of reference which
are available from the Company Secretary and
the Company website. The terms of reference are
reviewed by the Committee and the Board on a
regular basis.
CONCLUSION
After completion of its review, the Nomination
Committee was satisfied that the Board had the
breadth of skills, experience, knowledge and
diversity appropriate for the enlarged Group.
APPROVAL
This report was approved by the Nomination
Committee on 24 March 2025.
Robert Sharpe
Chair of the Nomination Committee
24 March 2025
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Annual Report and Accounts 2024
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Corporate Governance Report
93
REMUNERATION PHILOSOPHY AT POLLEN
STREET
Our continued success is a direct result of our talented
and committed people, a group of collaborative,
inquisitive and diverse professionals. Our people are
our most valuable asset, and it is this belief that governs
the way in which we conduct our business and how we
recognise, celebrate and reward our people.
At Pollen Street we truly value our people and their
differences. It is our different experiences, backgrounds,
expertise and identities that promote an environment of
entrepreneurial and progressive thinking. We therefore
consider a diverse and inclusive workforce critical to
our success. Irrespective of how our people identify,
where they come from, where they went to school or
any other factor that differentiates them, they can truly
thrive at Pollen Street.
We take a very considered approach to attracting
and recruiting exceptional talent, people who embody
our values and high performing culture. We have built
a comprehensive development curriculum for our
employees, something that remains a continuous
priority to ensure every employee can thrive and have a
challenging and rewarding career at Pollen Street.
We have a driven, entrepreneurial culture underpinned
by meritocracy and effective risk management and our
remuneration structures reflect this. Alongside market-
competitive salaries and a comprehensive benefits
package, discretionary annual bonuses are awarded
based on individual performance and the performance
of the Group.
We will continue to review our approach to remuneration
to ensure we build upon our pay-for-performance
culture, and we maintain our strong levels of employee
engagement.
The Committee uses a range of information to ensure
that remuneration is appropriate across the Group. This
includes internal and external benchmarking such as
salary surveys, the CEO Pay Ratio, and the Gender
Pay Gap. There is further disclosure on the CEO Pay
Ratio and the Gender Pay Gap in the Annual Report on
Remuneration.
Separately, certain employees of the Group participate
in carried interest schemes linked solely to the
fund performance. This is not considered to be
remuneration; carried interest represents a separate
relationship between the fund investors and the
relevant employees and is an investment requiring the
individuals to put their own capital at risk.
SUMMARY OF DIRECTORS’
REMUNERATION POLICY
Our Directors’ Remuneration Policy is designed
to promote the delivery of sustainable long-term
performance and growth through the long-term
nature of the incentive plans (annual bonuses,
bonus deferral and the Long-Term Incentive Plan),
the variety of performance measures used, and the
balanced scorecard approach to target-setting and
performance assessment.
Executive Directors receive a combination of base
salary, pension contributions, annual bonus and
other benefits. The annual bonus is based on a
set of financial and non-financial performance
objectives. Each Executive Director has a target and
maximum opportunity level based upon performance
criteria. Thecriteria are reinforced by malus and
DIRECTORS’
REMUNERATION
REPORT
As Chair of the Remuneration Committee, I am pleased
to present the Directors’ Remuneration Report for the
year ended 31 December 2024.
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Annual Report and Accounts 2024
clawback provisions as outlined in the Directors’
RemunerationPolicy.
Non-Executive Directors receive a fixed fee
based on their role; however, Gustavo Cardenas
is not independent, because he is a shareholder
representative of CC Beekeeper Ltd and does not
receive a fee.
In 2022, the Remuneration Committee
commissioned Aon plc (“Aon”) to advise on the
development of our Directors’ Remuneration Policy
and the design of two new discretionary share plans
appropriate for the business as part of the Board’s
preparation for the Combination. The Remuneration
Committee consulted with major shareholders on the
proposed policy prior to its approval at the general
meeting held on 1 June 2022, with strong support
from our shareholders. On 30 September 2022, the
date of completion of the Combination, the Executive
Directors were appointed to the Board of Pollen
Street Limited and the Remuneration Committee
took on oversight responsibility for remuneration
across the newly combined Group. The Directors’
Remuneration Policy takes into account market
best practice, industry specific considerations,
guidelines from UK institutional shareholders and
advisory bodies and reflects best practice within our
regulatory framework.
The full Directors’ Remuneration Policy may be found
on the Company’s website in the circular dated
10 May 2022 at www.pollenstreetgroup.com/
shareholders.
REMUNERATION PAYABLE TO DIRECTORS
IN RESPECT OF 2024
The Annual Report on Remuneration sets out the
remuneration outcomes for the Directors for the year.
The Executive Directors received a combination of
salary, benefits, pension contributions and bonus.
The base salary for the Executive Directors remained
unchanged from the previous financial year and is
disclosed in the Annual Report on Remuneration. The
bonus award was set based on a set of performance
criteria. These criteria were set in advance of the
period using a range of measures of the financial
results of the business. They include growing AuM,
delivering EBITDA, ensuring risk management
and compliance are effective and delivering ESG
outcomes. This ensures that selective investing and
careful portfolio management, undertaken within
the necessary risk and compliance framework
are considered when measuring performance.
Furthermore, our commitment to ESG, including our
continued focus on sustainability, DEI and culture
are also carefully assessed. This approach reflects
the Board’s strong focus on not only the financial
performance of the Group but also the way in which
business is conducted, and the role the Company
plays from an environmental, social and governance
perspective. Performance against these criteria was
ahead of target for 2024.
Although the Group’s Long-Term Incentive Plan
(“LTIP”) was approved by shareholders at the
general meeting on 1 June 2022, as explained in
the Directors’ Remuneration Policy, the Company
will not make any awards under the LTIP to the
Executive Directors or other employees for a period
of two years from completion of the Combination
and therefore no LTIP awards were granted to the
Executive Directors in 2023 or 2024.
The Chair of the Board receives a fixed fee at a
rate equivalent to £170,000 per annum. The other
Non-Executive Directors receive base fees of
£65,000 per annum plus £10,000 per annum for
each committee chair plus £10,000 per annum for
the Senior Independent Director. The fees were set
following a benchmarking exercise of Non-Executive
Director fees for comparable businesses conducted
by Aon and the changes made in 2022 and 2023
were made in consideration of the next few years
and therefore further changes were not required and
the remuneration was in line with market rates. The
Board noted that during the recruitment process of
the new chair the fees were self tested and it was
concluded that the remuneration structure remained
competitive and appropriate for attracting and
retaining high-calibre Non-Executive Directors. The
Annual Report on Remuneration sets out in full the
remuneration for Directors in respect of 2024 (see
pages 98 to 107).
MEMBERSHIP
The Remuneration Committee comprises of Joanne
Lake, Robert Sharpe, Jim Coyle and Richard Rowney
as four independent Non-Executive Directors, all
of whom have remuneration experience due to
the senior positions they hold or have held in other
listed or large organisations. It is chaired by Joanne
Lake. The members’ biographies can be found on
page64to 65.
The Group’s CEO is not a member of the
Remuneration Committee but attends meetings
at the invitation of the Chair of the Committee
together with the Group’s Partner responsible for
remuneration as considered necessary. An individual
is not present when the Remuneration Committee is
discussing the individual’s remuneration.
POLLEN STREET
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Corporate Governance Report
Full details of the number of Remuneration Committee
meetings and attendance by individual Remuneration
Committee members can be found on page 73.
THE ROLE OF THE REMUNERATION
COMMITTEE
The purpose of the Remuneration Committee
is to assist the Board in fulfilling its oversight
responsibilities related to the remuneration of
Executive Directors and employees of the Group. Its
responsibilities include to:
• oversee all remuneration matters across the
Group ensuring alignment with long-term
shareholder interests and Company culture;
• ensure the Executive Directors’ remuneration is
implemented within the terms of the shareholder-
approved Directors’ Remuneration Policy;
• oversee the choice of financial and non-financial
performance criteria for Executive Directors’
annual bonus awards, taking account of
Group and individual performance, and wider
circumstances; and
• ensure the contractual terms on termination of any
Executive Director, and any proposed payments, are
appropriate and fair to both the individual and the
Company, and underperformance is not rewarded.
Further details of the duties and responsibilities of the
Remuneration Committee can be found in the terms
of reference.
SIGNIFICANT MATTERS CONSIDERED
DURING THE YEAR
The Remuneration Committee met three times during
the period. The Remuneration Committee considered
the following items during the year under review:
• review of the bonus awards for the Company’s
Executive Directors for 2024;
• review of bonus awards for members of the
Executive Committee for 2024;
• oversight of the bonus award process for staff for
2024;
• review of the Executive Directors’ remuneration
scorecard for 2025, including the performance
criteria;
• review of the Committee effectiveness as part of
the Board Performance Review process; and
• review of the remuneration policy.
EFFECTIVENESS
The Remuneration Committee’s effectiveness
was reviewed as part of the Board Performance
Review, with results presented in December 2024,
and it was concluded that whilst the Remuneration
Committee was operating effectively there was room
for improvement and that the remit of work was
being developed as part of the Company’s transition
from an Investment Trust to an equity shares
commercial company. The Executive Committee
and Remuneration Committee were working to
increase their dialogue and ensure there was greater
reporting on remuneration and people matters to
the Remuneration Committee. Board effectiveness
will continue to be a priority for the Board and our
approach to evaluating effectiveness will continue to
evolve in accordance with our strategic objectives.
Details of the process followed and outcomes are set
out in the Board Performance Review section of the
Corporate Governance Statement on page 75.
TERMS OF REFERENCE
The Remuneration Committee has formal terms of
reference which are available from the Company
Secretary and the Company website. The terms of
reference are reviewed by the Board on a regular
basis.
CONCLUSION
The Remuneration Committee was satisfied that
Pollen Street had effective remuneration practices
across all levels of the organisation and had complied
with Pollen Street’s remuneration policies. Pollen
Street’s approach to remuneration is considered
to be well balanced, focusing on both the delivery
of corporate objectives as well as attracting and
retaining talent without encouraging excessive risk
taking.
APPROVAL
This report was approved by the Remuneration
Committee on 24 March 2025.
Joanne Lake
Chair of the Remuneration Committee
24 March 2025
POLLEN STREET
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Annual Report and Accounts 2024
POLLEN STREET
Corporate Governance Report
97
ANNUAL REPORT
ON REMUNERATION
SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED)
The following table shows the single total aggregate Directors’ remuneration for the year ended 31 December 2024.
Director Salary and
fees
5
Other
Benefits
6
Pension Total Fixed
Remuneration
Annual
bonus
7
LTIP
awards
Total Variable
Remuneration
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Robert Sharpe 170,000 - - 170,000 - - - 170,000
Lindsey McMurray 550,000 11,509 - 561,509 650,000 - 650,000 1,211,509
Jim Coyle 85,000 - - 85,000 - - - 85,000
Gustavo Cardenas - - - - - - - -
Julian Dale 157,949 8,220 660 166,829 - - - 166,829
Lucy Tilley 249,099 - - 249,099 - - - 249,099
Joanne Lake 75,000 - - 75,000 - - - 75,000
Richard Rowney 75,000 - - 75,000 - - - 75,000
Total 1,362,048 19,729 660 1,382,437 650,000 - 650,000 2,032,437
Total remuneration payable for the year ended 31 December 2024
5
Salary and fees paid to the Directors during the year do not include employers’ national insurance costs.
6
Executive Directors receive private family medical insurance, life insurance and permanent health insurance.
7
See page 100 for details on the Executive Director performance criteria and deferred bonus.
POLLEN STREET
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Annual Report and Accounts 2024
SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED)
The following table shows the single total aggregate Directors’ remuneration for the year ended 31 December 2024.
The following table shows the single total aggregate Directors’ remuneration for the year ended 31 December 2023.
In considering the variable remuneration awards to be made to the Executive Directors, the Remuneration
Committee took into account their individual performance, and how they have contributed towards the overall
performance of the Group, in line with the performance criteria set out in the next section.
Director Salary
and fees
Other
Benefits
Pension Total Fixed
Remuneration
Annual
bonus
LTIP
awards
Total Variable
Remuneration
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Robert Sharpe 170,000 - - 170,000 - - - 170,000
Lindsey McMurray 550,000 10,388 - 560,388 600,000 - 600,000 1,160,388
Jim Coyle 85,000 - - 85,000 - - - 85,000
Gustavo Cardenas - - - - - - - -
Julian Dale 350,000 13,900 1,321 365,221 200,000 - 200,000 565,221
Joanne Lake 75,000 - - 75,000 - - - 75,000
Richard Rowney 75,000 - - 75,000 - - - 75,000
Total 1,305,000 24,288 1,321 1,330,609 800,000 - 800,000 2,130,609
Total remuneration payable for the year ended 31 December 2023
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Corporate Governance Report
BUSINESS PERFORMANCE & EXECUTIVE
DIRECTOR REMUNERATION
The Remuneration Committee set a range of
stretching targets for the Executive Directors to
ensure that variable remuneration is appropriately
linked to business performance. The targets take into
account remuneration practices across the sector as
well as Pollen Street’s remuneration of all employees.
Pollen Street has a robust performance management
process in place for its employees that supports
a pay-for-performance culture for all staff. The
Executive Director’s balanced scorecard approach
includes financial metrics and strategic non-financial
objectives, as set by the Remuneration Committee,
which measure the overall performance of the
business to ensure variable remuneration clearly
links to business performance. These measures are
discussed with employees as part of the Group’s
objective setting process to ensure alignment
between the remuneration of the Executive Directors
and remuneration across the Group and employees
are aware that the same process is applied to
Executive Directors’ pay. Furthermore, to promote
transparency and to ensure remuneration practices
remain well informed, the Group whilst not obligated
to do so elects to undertake and publish gender pay
gap reporting and CEO pay ratio information.
The following table and notes summarise the
applicable performance criteria, how performance is
measured, the applicable weighting for each criteria
and the performance outcome for the year ended
31December 2024:
KPI Threshold Target Stretch 2024
Outcome
Weighting
EBITDA £45 million £50 million £55 million £57.5 million 40%
Average
Fee-Paying AuM
£3.0 billion £3.6 billion £4.2 billion £3.69 billion 40%
Risk & ESG Threshold On Target Ahead of
Target
Ahead of
Target
20%
The following table summarises the applicable performance criteria for the year ended 31 December 2023:
KPI Threshold Target Stretch 2023
Outcome
Weighting
EBITDA £40 million £44 million £48 million £45.1 million 40%
Average
Fee-Paying AuM
£2.6 billion £2.9 billion £3.2 billion £2.95 billion 40%
Risk & ESG Threshold On Target Ahead of
Target
On Target 20%
The criteria operated as intended and the
Remuneration Committee did not adjust the
performance targets during the year or override any
of the outcomes except as set out below.
EBITDA
Performance Measurement
EBITDA means the Group’s profit according to
IFRS reporting standards before interest, tax,
depreciation and amortisation, adjusted to exclude
exceptional items and start-up losses of the US
business, but including the full costs of the office
leases despite these costs being reported as
depreciation of a right-of-use asset and associated
financing costs under IFRS 16.
The target was set to be in line with the market
consensus for results for the Group. The stretch
target is set to be approximately 10 per cent
above target; similarly, the threshold is set to be
approximately 10 per cent below the target.
POLLEN STREET
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Annual Report and Accounts 2024
Performance for 2024
The EBITDA for 2024 was ahead of the target,
closing the year at £57.5 million. This is ahead of
the stretch target level set by the Remuneration
Committee, leading to an outcome of 200 per cent
performance factor for this measure.
AUM
Performance Measurement
The AuM performance criteria was set as the
Average Fee-Paying AuM for the year under review.
Average Fee-Paying AuM means, in respect of the
Group, the average of the opening and closing:
• investor commitments for active fee-paying
Private Equity funds;
• invested costs for other fee-paying Private Equity
funds;
• the total assets for the Company’s investment
portfolio; and
• the net invested amount for fee-paying Private
Credit funds.
The target was set based on a 22 per cent annual
growth in this measure. The stretch target was set to
be approximately 17 per cent above target; similarly,
thethreshold was set to be 17 per cent below
thetarget.
Performance for 2024
AuM for 2024 was ahead of target, with Average
Fee-Paying AuM at £3.69 billion. This is ahead of
the target level set by the Remuneration Committee
leading to an outcome of 138 per cent performance
factor for this measure.
RISK & ESG
Performance Measurement
The target was set as the following with performance
that fell short of this deemed to represent the
threshold:
• no undue regulatory interactions;
• no material adverse findings in the external audit
or internal audit;
• no material cyber incidents resulting in a material
loss to the firm or an investor; and
• ESG metrics collected on 80 per cent of Private
Equity and Private Credit counterparties.
The stretch target was set as the following:
• no undue regulatory interactions including no
reporting of undue outcomes to the regulator;
• no material adverse findings in the external audit
or internal audit and recommendations being
addressed in line with appropriate timeframes;
• no cyber incidents resulting in any significant loss
to the firm or an investor;
• ESG metrics collected on 100 per cent of Private
Equity and Private Credit counterparties; and
• the Group maintaining carbon neutral status by
year-end.
Performance for 2024
There were no materially adverse regulatory interactions
or outcomes for the period. External and internal
audits for the period have not raised any material
adverse findings. All internal audit findings have been
successfully closed or are scheduled for resolution
within expected timeframes and these open actions
are all classified as minor findings. There were no
cyber incidents resulting in any loss to the firm or an
investor. As at 31 December 2024, 100% of Private
Equity counterparties and 95% of Private Credit
counterparties have provided metrics for the 2023
reporting period. We anticipate reporting for the 2024
period to be consistent or better than that achieved
for 2023, with a deadline of 27 January for the 2024
reporting period. Pollen Street is also very proud to
maintain carbon neutral status.
Risk and ESG performance is considered to be ahead
of expectations, however has not achieved all of the
criteria for the stretch target. A performance factor of
150 per cent is therefore applied to this measure.
WEIGHTING
Each Executive Director bonus award is calculated
by weighting together the performance against
each KPI, with performance at the ”threshold” level
corresponding to a nil bonus, performance at the
“target” level corresponding to a bonus at 100 per
cent of the Executive Director’s salary, performance
at the “stretch” level corresponding to 200 per cent
of the Executive Director’s salary and performance
between these levels calculated on a pro rata basis.
Inaccordance with the Directors’ Remuneration Policy,
annual bonuses will be paid in part upfront in cash,
with 35 per cent of any bonus deferred. Accordingly for
the year ended 31 December 2024, £227,500 of the
bonus awarded to Lindsey McMurray will be deferred.
Deferred awards may be used to acquire shares in
Pollen Street Group Limited, or fund commitments into
Pollen Street managed funds and are subject to malus
and clawback provisions.
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Corporate Governance Report
PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION
The following table sets out the percentage change in Directors’ remuneration for the year ended 31 December
2024. The Executive Directors’ annual salaries have not changed from the prior period.
Director Salary and Fees Other Benefits Short-term incentives
Robert Sharpe - n/a n/a
Lindsey McMurray - 11% 8%
Jim Coyle - n/a n/a
Gustavo Cardenas n/a n/a n/a
Julian Dale (55%) (42%) (100%)
Lucy Tilley 100% 100% -
Joanne Lake - n/a n/a
Richard Rowney - n/a n/a
BENCHMARKING
We undertake periodic benchmarking, looking
at data from a variety of peers across a range of
companies and sectors, including but not limited
to listed and non-listed alternative asset managers,
investment banks and consultancies.
We commissioned a leading compensation consultancy
to provide us with relevant benchmarking data for our
Executive Directors during 2022. This data along with
additional data from a range of relevant private and
public companies has been carefully considered when
determining compensation levels. There has not been
an update of this work during 2024.
DIRECTORS’ INTERESTS (AUDITED)
The following table shows the interests of the
Directors and their connected persons in shares in
the Company as at 31 December 2024. There have
been no changes since 31 December 2024:
Director Number of shares
held as at
31 December 2024
Shareholding
requirement
(%of salary)
Requirement met
Robert Sharpe - - No requirement
Lindsey McMurray 11,946,390 200% Yes
Jim Coyle - - No requirement
Gustavo Cardenas - - No requirement
Joanne Lake 2,715 - No requirement
Richard Rowney - - No requirement
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Annual Report and Accounts 2024
The following table shows the interests of the Directors and their connected persons in shares in the Company
as at 31 December 2023
8
:
Director Number of shares
held as at
31 December 2023
Shareholding
requirement
(%of salary)
Requirement met
Robert Sharpe - - No requirement
Lindsey McMurray 11,582,090 200% Yes
Jim Coyle - - No requirement
Gustavo Cardenas - - No requirement
Julian Dale 221,281 200% Yes
Joanne Lake 2,713 - No requirement
Richard Rowney - - No requirement
During employment, Executive Directors are required
to build and maintain a shareholding equivalent
to 200 per cent of their base salary. Following
completion of the Scheme, the requirement applies
to shares issued by Pollen Street Group Limited
rather than Pollen Street Limited. The shareholdings
of the CEO exceeded their requirement during the
period. Any Executive Director leaving the Group is
required to maintain shareholding equivalent to 200
per cent of their previous base salary, or, iflower, their
actual level of shareholding on departure, for a period
of two years following departure in accordance with
the Directors’ Remuneration Policy.
The Directors do not hold any scheme interests at
the reporting date. Of the bonus awarded to Lindsey
McMurray in respect of the financial year ended
31December 2024, £227,500 will be deferred into
awards of shares in the Company, and will vest
over a period of three years from the date of grant.
Awards granted under the Deferred Bonus Plan will
be subject to malus and clawback provisions.
Lindsey McMurray was awarded share-based
awards in March 2023 and March 2024 under the
Deferred Bonus Plan. Lindsey McMurray elected
to use the co-investment opportunity available
under the deferred bonus plan, where she agreed
to apply the after-tax proceeds of the awards
to co-investment commitments in Pollen Street
managed funds, as such the awards vested early
and were due to be paid to them in cash as the
co-investment commitments are funded.
VOTING AT ANNUAL GENERAL MEETING
AND GENERAL MEETING
The table below sets out the votes cast on the
Directors’ Remuneration Report at the 2024 Annual
General Meeting held on 13 June 2024 and the
votes cast on the Directors’ Remuneration Policy at a
general meeting held on 1 June 2022.
The votes cast on 1 June 2022 was at a general
meeting of Pollen Street Limited (previously Pollen
Street plc), the listed and holding company of the
Group at the time. Based on the date of this approval,
the Directors’ Remuneration Policy was due for
review and approval at the 2025 AM, however Pollen
Street Group Limited’s Directors’ Remuneration
Policy was approved by Joanne Lake as the sole
shareholder prior to the Scheme on 8 December
2023. Therefore, the policy is due for review and
approval at the 2026 AGM.
8
The table as at 31 December 2023 reflects the interest of the Directors and their connected personal in the shares of Pollen Street Capital
Limited, prior to the Reorganisation.
POLLEN STREET
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Corporate Governance Report
A number of shareholders were not permitted to vote on the Directors’ Remuneration Policy under the rules of
the Takeover Code. These are reported as abstentions in the table below.
Votes for
(% of votes cast)
Votes against
(% of votes cast)
Abstentions
(number of votes)
Directors’ Remuneration
Report
95.23% 4.77% 12,028,177
Directors’ Remuneration
Policy, the LTIP and the DBP
82.41% 17.59% 2,722,084
CEO PAY RATIO
UK regulations require companies with more
than 250 UK employees to publish a ratio of the
remuneration of the Group’s Chief Executive Officer
to that of the Group’s UK employees. Pollen Street
has less than 250 employees, so it is not required to
publish this information, but it has elected to do so
to promote transparency. The table below outlines
the ratio of the CEO’s single total remuneration
figure to the remuneration of the Group’s UK
workforce as at 31December 2024, which is
consistent with the period used for the Single
Figure Table of Remuneration for the Directors.
Thenumbers are presented on an annualised basis.
TheRemuneration Committee uses this information
as part of its consideration of remuneration awards.
There are different methodologies that companies
can adopt when calculating CEO pay ratio. Pollen
Street has elected to use the approach whereby
we calculate the pay and benefits of all of our
UK-based employees for the relevant period in
order to determine the total remuneration at the
25th percentile, the median and the 75th percentile.
This is referred to as Method A. Employee pay
data is based upon full-time equivalent pay as at
31 December 2024. Pay for part-time workers
and new joiners has been calculated on a full-time
and annualised basis, in-line with the Single Figure
methodology used for calculating the CEO single
total remuneration figure.
Financial Year-End Method Lower
Quartile
Median Upper
Quartile
31 December 2024 A 11:1 5:1 3:1
31 December 2023 A 10:1 5:1 3:1
31 December 2022 A 16:1 6:1 4:1
The CEO pay ratio is only presented for the previous three years given the change in composition of the Group
following the Combination. This disclosure will be expanded to five years over time in future reports, in line
with applicable regulations.
REMUNERATION OF EMPLOYEES BY QUARTILE
The following table shows the employees’ remuneration by quartile for the year ended 31 December 2024:
Lower Quartile Median Upper Quartile
Salary £90,000 £150,000 £160,000
Total pay and benefits £105,000 £222,500 £380,000
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Annual Report and Accounts 2024
The following table shows the employees’ remuneration by quartile for the year ended 31 December 2023:
Lower Quartile Median Upper Quartile
Salary £75,000 £135,000 £175,000
Total pay and benefits £110,000 £230,000 £360,000
GENDER PAY
We have elected to disclose the following gender
pay information as at 31 December 2024 to promote
transparency despite not being required to do so
bylaw:
• Gender pay gap (mean and median)
• Gender bonus gap (mean and median)
Gender pay gap should not be confused with equal
pay gap which compares the pay of men and women
undertaking the same or similar role. We ensure equal
pay for equal work irrespective of gender. Gender
pay gap is a UK measure comparing the pay of all
men and all women regardless of role and seniority.
The Remuneration Committee uses this information
as part of its consideration of remuneration awards.
2024 2023
Mean pay gap 36% 37%
Mean bonus gap 54% 50%
PERFORMANCE GRAPH AND TABLE
The graph below compares the total shareholder return on the Company’s shares from the date of listing to
31 December 2024 with that of the FTSE All-Share Total Return Index. The FTSE All-Share index is considered
an appropriate comparison because Pollen Street is a constituent of the index.
Share Price Performance: Pollen Street Group Limited compared to FTSE Small Capped Index
Dec 15 Dec 16
0
50
100
150
Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22
FTSE Small Capped IndexPollen Street Group Limited
Dec 24Dec 23
POLLEN STREET
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Corporate Governance Report
For the year ended
31 December 2024
For the year ended
31 December 2023
CEO single figure total remuneration £1,211,509 £1,160,388
Bonus (% of maximum opportunity) 59% 55%
Long-term incentive (% of maximum opportunity) n/a n/a
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table shows the Group’s expenditure on employee pay compared to distributions to shareholders
in the year ended 31 December 2024.
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Distributions to shareholders 24,863 32,095
Aggregate personnel expenses 27,135 23,534
For the year ended 31 December 2024, dividends
are declared on a semi-annual basis. In prior years,
dividends were declared and paid quarterly, such that
the distributions to shareholders for the year ended
31 December 2024 includes the year end dividend
for the period to 31 December 2023 and the interim
dividend for the period to 30 June 2024. As a result
of this re-phasing there was a one-off reduction in
dividend payments made in 2024. See Note 22 for
more details on the dividends declared in the current
and prior year.
PAYMENTS TO FORMER DIRECTORS
During the year, payments of £167,652 were made
to former directors following their departure from
the Company in line with the terms of their service
contract.
DIRECTORS’ SERVICE AGREEMENTS
The Group’s policy is for Executive Directors to
have ongoing service contracts and the Group’s
Non-Executive Directors to have letters of
appointment, which are deemed appropriate for
the nature of the Group’s business. The Executive
Director service agreements have a notice period of
12months and the Non-Executive Director letters of
appointment have a notice period of three months
from eitherparty.
The Directors’ Remuneration Policy includes a
summary of the main terms of the Directors’ service
agreements. The Directors’ Remuneration Policy may
be found on the Company’s website in the circular
dated 10 May 2022.
IMPLEMENTATION OF DIRECTORS’
REMUNERATION POLICY FOR 2024
From 24 January 2024, the Directors are remunerated
for their directorships of Pollen Street Group Limited.
The remuneration arrangements for Directors
are, otherwise, not expected to change materially
for2024.
The following table shows the total remuneration of the CEO for the year ended 31 December 2024.
In accordance with the Directors’ Remuneration Policy, no long-term incentive awards could be granted to the
CEO for a period of two years following completion of the Combination.
POLLEN STREET
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Annual Report and Accounts 2024
Base Salary and Fees
The base salary and fees for Directors are set out in
the table below:
Role Salary or Fee
CEO £550,000
Chair of the Board £170,000
(inclusive of any
supplemental fee)
Non-Executive
Basic Board Fee
£65,000
Committee Chair
Supplemental Fee
£10,000
Senior Independent
Director Supplemental Fee
£10,000
Pension
Executive Directors remain eligible to participate in
the Group’s pension scheme. Under the scheme, the
Company contributes up to 3 per cent of salary. The
scheme is aligned with the wider workforce.
Other Benefits
Executive Directors remain eligible to participate in
the Group’s private family medical insurance, life
insurance, permanent health insurance, an electric
vehicle scheme and other benefits. The benefits are
aligned with the wider workforce.
Annual Bonus
The CEO is eligible to participate in the annual
bonus plan for 2025. The award is based on KPIs
similarly to the approach for 2024. These KPIs take
into account the profitability, AuM and risk & ESG
performance of the business. The Remuneration
Committee considers the prospective disclosure of
performance targets to be commercially sensitive.
There will be retrospective disclosure in next year’s
Annual Report and Accounts. As contained in the
Directors’ Remuneration Policy, the CEO could not
be granted an award under the LTIP for a period of
two years following completion of the Combination.
REMUNERATION COMMITTEE
The report of the Remuneration Committee includes
a description of the committee’s membership,
itsrole, the significant matters considered during the
year, its effectiveness and terms of reference.
CORPORATE GOVERNANCE CODE
The Company’s remuneration practices were
designed to comply with the six principles set out
in provision 40 of the UK Corporate Governance
Code, as summarised below. Further information is
available on the Company’s website in the circular
dated 10 May 2022.
Clarity – The Directors’ Remuneration Policy is
as clear as possible and full details are described
in straightforward concise terms to shareholders
and the workforce.
Simplicity – Remuneration structures are as
simple as possible and aligned to the Private Equity
and alternative investments sector, whilst at the
same time incorporating the necessary structural
features appropriate for a listed company to ensure
a strong alignment to performance and strategy
and minimising the risk of rewarding failure.
Risk – The Directors’ Remuneration Policy
has been shaped to discourage inappropriate
risk-taking through a weighting of incentive
pay towards long term incentives, the balance
between financial and nonfinancial measures
in the relevant employee share plans and in
employment and post-employment shareholding
requirements.
Predictability – The Remuneration Committee
maintains clear caps on incentive opportunities
and uses its available discretion if necessary.
Proportionality – There is an industry-appropriate
balance between fixed pay and variable pay, and
incentive pay is weighted to sustainable long-
term performance. Incentive plans are subject to
performance targets that consider both financial
and non-financial performance linked to strategy,
and outcomes will not reward poor performance.
Alignment to culture – The Remuneration
Committee considers the Company’s culture
and wider workforce policies when shaping and
developing Executive Director remuneration
policies to ensure that there is coherence across
the organisation. There is a strong emphasis on
the fairness of remuneration outcomes across the
workforce.
APPROVAL
This report was approved by the Remuneration
Committee on 24 March 2025.
Joanne Lake
Chair of the Remuneration Committee
24 March 2025
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Corporate Governance Report
The Directors are responsible for preparing financial
statements for each financial year which give a
true and fair view, in accordance with applicable
Guernsey law and UK-adopted international
accounting standards, of the state of affairs of the
Group and of the profit or loss of the Group for that
period. Inpreparing those financial statements, the
directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group and Company will continue in
business.
The directors confirm that they have complied with
the above requirements in preparing the financial
statements.
The directors are responsible for keeping proper
accounting records that disclose with reasonable
accuracy at any time the financial position of the Group
and enable them to ensure that the financial statements
comply with The Companies (Guernsey) Law, 2008.
They are also responsible for safeguarding the assets
of the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities. So far as the directors are aware, there
is no relevant audit information of which the Group’s
auditors are unaware, and each director has taken
all the steps that he or she ought to have taken as a
director in order to make himself or herself aware of
any relevant audit information and to establish that
the Company’s auditors are aware of that information.
DIRECTORS’ CONFIRMATIONS
Each of the Directors, whose names and functions
are listed in Directors’ Report confirm that, to the
best of their knowledge:
• the Group and Company financial statements,
which have been prepared in accordance with
UK-adopted international accounting standards,
give a true and fair view of the assets, liabilities and
financial position of the Group and Company, and
of the profit of the Group; and
• the Strategic Report includes a fair review of the
development and performance of the business
and the position of the Group and Company,
together with a description of the principal risks
and uncertainties that it faces.
The Corporate Governance Code requires Directors
to ensure that the Annual Report and Accounts
are fair, balanced and understandable. In order to
reach a conclusion on this matter, the Board has
requested that the Audit Committee advises on
whether it considers that the Annual Report and
Accounts fulfil these requirements. The process by
which the Audit and Committee has reached these
conclusions is set out in its report on pages86to87.
As a result, the Board has concluded that the
Annual Report and Accounts for the year ended
31December 2024, taken as a whole, are fair,
balanced and understandable and provide the
information necessary for shareholders to assess
the Company’s position and performance, business
model andstrategy.
Robert Sharpe (on behalf of the Board)
Chair
24 March 2025
DIRECTORS’
RESPONSIBILITIES
FOR THE FINANCIAL
STATEMENTS
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INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF
POLLEN STREET GROUP
LIMITED
Report on the audit of the
financial statements
OPINION
In our opinion, Pollen Street Group Limited’s
Group financial statements and Company financial
statements (the “financial statements”):
• give a true and fair view of the state of the Group’s
and of the Company’s affairs as at 31 December
2024 and of the Group’s and Company’s profit and
the Group’s and Company’s cash flows for the year
then ended;
• have been properly prepared in accordance with
UK-adopted international accounting standards;
and
• have been prepared in accordance with the
requirements of Company (Guernsey) Law, 2008.
We have audited the financial statements, included
within the Annual Report and Accounts (the “Annual
Report”), which comprise: the Consolidated and
Company Statements of Financial Position as
at 31 December 2024; the Consolidated and
Company Statements of Profit or Loss and Other
Comprehensive Income, the Consolidated and
Company Statements of Changes in Shareholders’
Funds and the Consolidated and Company
Statements of Cash Flows for the year then ended;
and the notes to the financial statements, comprising
material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the
Audit Committee.
BASIS FOR OPINION
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, which
includes the FRC’s Ethical Standard, as applicable
to listed public interest entities in accordance with
the requirements of the Crown Dependencies’ Audit
Rules and Guidance for market-traded companies,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare
that non-audit services prohibited by the FRC’s
Ethical Standard were not provided.
Other than those disclosed in Note 5 to the financial
statements we have provided no non-audit services
to the Company or its controlled undertakings in the
period under audit.
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OUR AUDIT APPROACH
Overview
Audit scope
• The scope of our audit and the nature, timing
and extent of audit procedures performed were
determined by our risk assessment and the
significance of components.
• We performed audit procedures over components
considered significant due to size or risk in the
context of the Group. We performed a full scope
audit of Pollen Street Limited and for three other
components, specific audit procedures were
performed over selected significant account
balances.
Key audit matters
• Valuation of the allowance for expected credit
losses on Credit Assets at amortised cost (Group)
• Valuation of Equity Assets and Carried interest
assets at fair value (Group)
• Goodwill (Group)
• Investments in subsidiaries (Company)
Materiality
• Overall Group materiality: £2,800,000 based on
5% of profit before tax.
• Overall Company materiality: £6,000,000 based
on 1% of total assets.
• Performance materiality: £2,100,000 (Group) and
£4,500,000 (Company).
The scope of our audit
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the
auditors’ professional judgement, were of most
significance in the audit of the financial statements
of the current period and include the most significant
assessed risks of material misstatement (whether or
not due to fraud) identified by the auditors, including
those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement
team. These matters, and any comments we make
on the results of our procedures thereon, were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.
This is not a complete list of all risks identified by our
audit.
Valuation of the allowance for expected credit losses
on credit assets at amortised cost, valuation of
equity assets and carried interest assets at fair value,
goodwill and investments in subsidiaries are new key
audit matters this year. Accuracy and completeness
of administration costs, which was a key audit
matter last year, is no longer included because of the
change in activities and audit risks of the Group and
Company due to the reorganisation.
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Key audit matter How our audit addressed the key audit matter
Valuation of the allowance for expected
credit losses on Credit Assets at amortised
cost (Group)
Credit Assets recorded at amortised cost
amounted to £309,423,000 for the Group as at
31 December 2024 (2023: £444,490,000). The
amount is net of the allowance for expected
credit losses (“ECL”) in accordance with IFRS9
of £8,904,000 (2023: £8,311,000).
Determining ECL involves judgement and
is subject to a high degree of estimation
uncertainty. Various assumptions are required
when estimating ECL. The significant
assumptions that we focused on in our audit
included those for which variations had the most
significant impact on ECL. We have determined
that the significant assumptions relate to the
loss given default (“LGD”) for the structured
portfolios. LGD is primarily determined by
assumptions over collateral value including
estimates of discounts, time to repossession
and recovery costs.
Refer to Report of the Audit Committee
‘Significant accounting matters’; Note 2
Material accounting policies ‘Expected credit
loss allowance for financial assets measured at
amortised cost’; Note 3 Significant accounting
estimates and judgements ‘Expected credit
loss allowance for financial assets measured at
amortised cost’; and Note 9 Credit Assets at
amortised cost.
We understood and evaluated the design of controls over the
estimation of ECLs over Credit Assets at amortised cost.
We understood and assessed the ECL methodology and
assumptions applied by the Group by reference to accounting
standards and industry practice and tested the techniques used
in estimating the ECL. We performed substantive testing over the
following, with the assistance of our credit specialists:
• We critically assessed the appropriateness of the significant
assumptions and methodologies used for models and
judgemental adjustments, including the selection of key
parameters such as probabilities of default, LGD and the
selection of macroeconomic scenarios.
• We performed analysis to understand the sensitivity of the ECL to
reasonable changes in the LGD assumptions.
• On a sample basis, for structured lending exposures we obtained
an understanding of the underlying collateral type and projected
cash flows on which the ECL assessment is based. We compared
the cash flows and collateral to management’s loan monitoring
conclusions and obtained supporting information, such as third
party agreed upon procedures reports on underlying collateral.
• We further considered whether the judgements made in
selecting the significant assumptions would give rise to indicators
of possible management bias.
We evaluated and tested the disclosures over credit assets
recorded at amortised cost made in the financial statements.
Based on the procedures performed and the evidence obtained,
we found management’s judgements used in the determination
of the ECLs to be materially compliant with the requirements of
UK-adopted international accounting standards.
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Key audit matter How our audit addressed the key audit matter
Valuation of Equity Assets and Carried
interest assets at fair value (Group)
Equity assets held at fair value amounted to
£83,384,000 (2023: £26,839,000) for the
Group at 31 December 2024.
Carried interest assets at fair value amounted
to £23,708,000 (2023: £15,967,000) as at
31 December 2024 for the Group.
These investments are unlisted and, as such,
the valuation requires the use of inputs which
are not readily observable in the market.
Determining unobservable inputs in fair value
measurement involves judgement and is subject
to a high degree of estimation uncertainty.
Refer to Report of the Audit Committee
‘Significant accounting matters’; Note 3
Significant accounting estimates and
judgements ‘Equity Asset valuation’ and
‘Carried interest’; Note 10 ‘Investment assets
at fair value through profit or loss and Note 14
‘Carried interest assets’.
We understood and evaluated the design of controls
over estimating the fair value of equity assets and carried
interest assets.
With the assistance of our valuation experts, for a sample
of equity and carried interest assets held at fair value we
understood and assessed the valuation methodology
applied by reference to accounting standards and industry
practice and tested the techniques used in determining
the fair value.
On a sample basis, we tested the accuracy and
reasonableness of inputs used in valuations including
comparison to recent relevant transactions and other
market performance information.
Our procedures included:
• F or a sample of equity assets, we compared
management’s earnings multiple based valuation to
valuations estimated using alternative approaches,
such as tangible book value multiples. We assessed the
appropriateness of the comparable peer sets used by
management and independently verified peer company
trading multiples.
• For a sample of equity asset valuations based on net
assets values, we agreed the net asset values used to
calculate the fair value to audited financial statements
and inspected those financial statements to assess
whether the use of net assets as a basis for fair value was
appropriate. Where adjustments to net asset values were
applied, we obtained corroborating information, including
comparison to secondary market transactions.
• For a sample of carried interest assets, with the
assistance of our valuation experts we tested the
valuation model methodology and understood the
impact of model limitations, and we performed a
sensitivity analysis to test the impact of reasonable
alternative input assumptions on the valuation.
• For a sample of carried interest assets, we obtained
the fund and carried interest partnership agreements
and tested the calculation to ensure that carried
interest was allocated to the Group appropriately.
We further considered whether the judgements made in
selecting the significant assumptions would give rise to
indicators of possible management bias.
We evaluated and tested the disclosures over equity
assets and carried interest assets made in the financial
statements.
Based on the procedures performed and the evidence
obtained, we found management’s judgements used in the
valuation of equity assets and carried interest assets at fair
value to be materially compliant with the requirements of
UK-adopted international accounting standards.
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Key audit matter How our audit addressed the key audit matter
Goodwill (Group)
On 30 September 2022, the Group acquired the entire
shareholding of Pollen Street Capital Holdings Limited (“PSCH”)
via an all share transaction and goodwill was recognised. The
goodwill balance was £224,540,000 as at 31 December 2024
(2023: £224,540,000).
Management performed an impairment assessment and
estimated a recoverable amount using a value in use (‘VIU’)
approach. The recoverable amount was in excess of the carrying
value and no impairment was recognised as at 31 December
2024.
The methodology used to estimate the VIU is dependent on
various assumptions, both short-term and long-term in nature.
These assumptions, which are subject to estimation uncertainty,
are derived from a combination of management’s judgement and
market data.
The significant assumptions with greater levels of management
judgement and for which variations had the most significant
impact on the recoverable amount included forecast cash flows
of acquired business over 4 years; long term growth rates; and
discount rates applied to the cash flow forecasts.
Refer to Report of the Audit Committee ‘Significant accounting
matters’; Note 2 Material accounting policies ‘Goodwill’; Note 3
Significant accounting estimates and judgements ‘Impairment
assessment for goodwill’; and Note 13 ‘Goodwill and Intangible
assets’.
We understood and evaluated the design of controls
over determining the recoverable amount of the
goodwill balance.
We understood and assessed the methodology and
inputs used to assess the value in use of Goodwill.
We performed substantive testing including the
following:
• We inspected the model used to estimate the
goodwill VIU and recalculated the VIU to confirm the
calculations used were accurate.
• We challenged the achievability of management’s
forecast cash flows by reference to historical
performance and the fundraising track record, Board
approved forecasts and external consensus forecasts.
• With the assistance of our valuation experts, we
determined a reasonable range for the discount rate
and a reasonable alternative long term growth rate
used within the VIU model and compared it to the
rates used by management.
• We recalculated the sensitivity of the VIU to
reasonable variations in significant assumptions.
• We further considered whether the judgements
made in selecting the significant assumptions would
give rise to indicators of possible management bias.
Based on the procedures performed and the evidence
obtained, we found the carrying value of the goodwill
to be materially compliant with the requirements of
UK-adopted international accounting standards.
Investments in subsidiaries (Company)
The company holds 100 per cent of the share capital of Pollen
Street Limited (“PSL”) and Pollen Street Capital Holdings Limited
(“PSCHL”) amounting to a total carrying value of £571,269,000
as at 31 December 2024.
IAS 36 ‘Impairment of Assets’ requires that investments
should be assessed for any indicators of impairment at the
end of each reporting period.
Management determined that the net assets of both the
subsidiaries were below carrying value. Management performed
an impairment assessment and determined the recoverable
amount of each subsidiary based on a value in use (‘VIU’)
approach. The VIU was determined to be above carrying value for
both subsidiaries and therefore no impairment was recognised as
at 31 December 2024.
The determination of the recoverable amount is based on a
number of assumptions that are subjective and judgemental;
these include the forecast cash flows, the long-term growth
rate and the discount rate applied to the forecast cash flows.
Refer to Note 2 Material accounting policies ‘Investments in
subsidiaries’; and Note 28 ‘Investments in subsidiaries’.
Our audit procedures comprised the following:
• We inspected the model used to estimate the
subsidiaries VIU and recalculated the VIU to
confirm the calculations used were accurate.
• We challenged the achievability of management’s
forecast cash flows and long term growth rate
by reference to historical performance and
the fundraising track record, Board approved
forecasts and external consensus forecasts.
• We assessed the discount rate by reference to
external market consensus.
• We assessed the sensitivity of the recoverable
amount to reasonable variations in significant
assumptions.
Based on the procedures performed and the
evidence obtained, we found the carrying value
of the investments in subsidiaries to be materially
compliant with the requirements of UK-adopted
international accounting standards.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that
we performed enough work to be able to give an
opinion on the financial statements as a whole, taking
into account the structure of the Group and the
Company, the accounting processes and controls,
and the industry in which they operate.
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements. We
performed a risk assessment, giving consideration to
relevant external and internal factors, including climate
change, economic risks and the Group’s strategy.
We also considered our knowledge and experience
obtained in prior year audits of the Company and
the subsidiaries. In particular, we looked at where the
directors made subjective judgements, for example
in respect of significant accounting estimates that
involved making assumptions and considering future
events that are inherently uncertain. The Group audit
team performed all audit work on the components.
The impact of climate risk on our audit
As part of our audit we made enquiries of
management to understand the extent of the potential
impact of climate risk on the financial statements
and we remained alert when performing our audit
procedures for any indicators of the impact of climate
risk. We evaluated and challenged management’s
assessment of the impact of climate risk, as set out
in the Climate-related risk management - Task Force
on Climate-related Financial Disclosures (TCFD)
section of the Strategic Report, which includes the
potential impact on underlying investments. We
read the disclosures in relation to climate risk made
in the other information within the Annual Report
to ascertain whether the disclosures are materially
consistent with the financial statements and our
knowledge from our audit. Our responsibility over
other information is further described in the Reporting
on other information section of our report. Our
procedures did not identify any material adjustments
needed to capture climate impacts on the Group and
Company financial statements.
Materiality
The scope of our audit was influenced by our
application of materiality. We set certain quantitative
thresholds for materiality. These, together with
qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial
statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in
aggregate on the financial statements as a whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole as
follows:
Financial statements - Group Financial statements - Company
Overall
materiality
£2,800,000 £6,000,000
How we
determined it
5% of profit before tax 1% of total assets
Rationale for
benchmark
applied
We have applied this benchmark
(rounded to the nearest hundred
thousand) considering the key figures
used to measure financial performance
and presented in the Annual report
are profit based measures, such as
total income and operating profit.
We have applied this benchmark
(rounded to the nearest hundred
thousand) which is a generally accepted
auditing practice for a company whose
primary purpose is that of a holding
company.
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For each component in the scope of our Group audit,
we allocated a materiality that is less than our overall
Group materiality. The range of materiality allocated
across components was between £1,470,000 and
£2,660,000. Certain components were audited to a
local statutory audit materiality that was also less than
our overall Groupmateriality.
We use performance materiality to reduce to
an appropriately low level the probability that
the aggregate of uncorrected and undetected
misstatements exceeds overall materiality.
Specifically, we use performance materiality in
determining the scope of our audit and the nature
and extent of our testing of account balances,
classes of transactions and disclosures, for example
in determining sample sizes. Our performance
materiality was 75% of overall materiality, amounting
to £2,100,000 for the Group financial statements and
£4,500,000 for the Company financial statements.
In determining the performance materiality, we
considered a number of factors - the history of
misstatements, risk assessment and aggregation risk
and the effectiveness of controls - and concluded
that an amount at the upper end of our normal range
was appropriate.
We agreed with those charged with governance that
we would report to them misstatements identified
during our audit above £140,000 (Group audit) and
£300,000 (Company audit) as well as misstatements
below those amounts that, in our view, warranted
reporting for qualitative reasons.
CONCLUSIONS RELATING TO GOING
CONCERN
Our evaluation of the directors’ assessment of the
Group’s and the Company’s ability to continue
to adopt the going concern basis of accounting
included:
• Performing a risk assessment to identify factors
that could impact the going concern basis of
accounting.
• Obtaining and evaluating management’s going
concern assessment.
• Understanding and evaluating the Group’s financial
forecasts and the Group’s stress testing of the
forecast cash flows, including the severity of the
stress scenarios that were used.
• Validation of year end financial resources such as
cash and interest rate borrowings.
• Obtaining and evaluating covenants testing.
• Evaluating the adequacy of the disclosures made
in the financial statements in relation to going
concern.
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
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.
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.
However, because not all future events or conditions
can be predicted, this conclusion is not a guarantee
as to the Group’s and the Company’s ability to
continue as a going concern.
In relation to the directors’ reporting on how they
have 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.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
REPORTING ON OTHER INFORMATION
The other information comprises all of the information
in the Annual Report other than the financial
statements and our auditors’ report thereon. The
directors are responsible for the other information.
Our opinion on the financial statements does not
cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with the
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financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.
If we identify an apparent material inconsistency or
material misstatement, we are required to perform
procedures to conclude whether there is a material
misstatement of the financial statements or a material
misstatement of the other information. If, based on
the work we have performed, we conclude that there
is a material misstatement of this other information,
we are required to report that fact. We have nothing
to report based on these responsibilities.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’
statements in relation to going concern, longer-term
viability and that part of the corporate governance
statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities
with respect to the corporate governance statement
as other information are described in the Reporting
on other information section of this report.
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the corporate governance statement is
materially consistent with the financial statements
and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to
in relation to:
• The directors’ confirmation that they have carried
out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe
those principal risks, what procedures are in place
to identify emerging risks and an explanation of
how these are being managed or mitigated;
• The directors’ statement in the financial statements
about whether they considered it appropriate
to adopt the going concern basis of accounting
in preparing them, and their identification of
any material uncertainties to the Group’s and
Company’s ability to continue to do so over a
period of at least twelve months from the date of
approval of the financial statements;
• The directors’ explanation as to their assessment
of the Group’s and Company’s prospects, the
period this assessment covers and why the period
is appropriate; and
• The directors’ statement as to whether they have
a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities
as they fall due over the period of its assessment,
including any related disclosures drawing attention
to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding
the longer-term viability of the Group and Company
was substantially less in scope than an audit and
only consisted of making inquiries and considering
the directors’ process supporting their statement;
checking that the statement is in alignment with the
relevant provisions of the UK Corporate Governance
Code; and considering whether the statement is
consistent with the financial statements and our
knowledge and understanding of the Group and
Company and their environment obtained in the
course of the audit.
In addition, based on the work undertaken as part
of our audit, we have concluded that each of the
following elements of the corporate governance
statement is materially consistent with the financial
statements and our knowledge obtained during the
audit:
• The directors’ statement that they consider the
Annual Report, taken as a whole, is fair, balanced
and understandable, and provides the information
necessary for the members to assess the Group’s
and Company’s position, performance, business
model and strategy;
• The section of the Annual Report that describes
the review of effectiveness of risk management
and internal control systems; and
• The section of the Annual Report describing the
work of the audit committee.
We have nothing to report in respect of our
responsibility to report when the directors’ statement
relating to the Company’s compliance with the
Code does not properly disclose a departure from
a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
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RESPONSIBILITIES FOR THE FINANCIAL
STATEMENTS AND THE AUDIT
Responsibilities of the directors for the financial
statements
As explained more fully in the Directors’ responsibilities
for the financial statements, the directors are
responsible for the preparation of the financial
statements in accordance with the applicable
framework and for being satisfied that they give a true
and fair view. The directors are also responsible for
such internal control as they determine is necessary
to enable the preparation of financial statements that
are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the Group’s and the
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the directors either intend to
liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do
so.
Auditors’ responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud, is detailed below.
Based on our understanding of the Group and
industry, we identified that the principal risks of
non-compliance with laws and regulations related
to the Financial Conduct Authority’s UK Listing
Rules, and we considered the extent to which non-
compliance might have a material effect on the
financial statements. We also considered those laws
and regulations that have a direct impact on the
financial statements such as Companies (Guernsey)
Law, 2008 and UK tax legislation. We evaluated
management’s incentives and opportunities for
fraudulent manipulation of the financial statements
(including the risk of override of controls), and
determined that the principal risks were related to
posting inappropriate journal entries to increase
revenue and management bias in accounting
estimates. Audit procedures performed by the
engagement team included:
• Discussions with management and the Audit
Committee, including consideration of known or
suspected instances of non-compliance with laws
and regulation and fraud;
• Reviewing Board meeting and other relevant
Committee minutes to identify any significant or
unusual transactions or other matters that could
require further investigation;
• Challenging assumptions and judgements
made by management in determining significant
accounting estimates, in particular in relation to
the valuation of equity assets and carried interest
assets at fair value, allowance for expected credit
losses on amortised cost assets and accounting
for goodwill;
• Identifying and testing journal entries meeting
specific fraud criteria, including those posted
with certain account combinations and posted by
unexpected users;
• Obtaining confirmations from third parties to
confirm the existence of a sample of balances; and
• Incorporating unpredictability in the selection of
the nature, timing and extent of audit procedures
performed.
There are inherent limitations in the audit procedures
described above. We are less likely to become
aware of instances of non-compliance with laws
and regulations that are not closely related to
events and transactions reflected in the financial
statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion.
POLLEN STREET
POLLEN STREET
118 119
Corporate Governance Report
POLLEN STREET
118
Annual Report and Accounts 2024
Our audit test
ing might include testing complete
populations of certain transactions and balances,
possibly using data auditing techniques. However, it
typically involves selecting a limited number of items
for testing, rather than testing complete populations.
We will often seek to target particular items for testing
based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to
draw a conclusion about the population from which
the sample is selected.
A further description of our responsibilities for the audit
of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been
prepared for and only for the Company’s members
as a body in accordance with Section 262 of The
Companies (Guernsey) Law, 2008 and for no other
purpose. We do not, in giving these opinions, accept
or assume responsibility for any other purpose or to
any other person to whom this report is shown or
into whose hands it may come save where
expressly agreed by our prior consent in writing.
Other required reporting
COMPANIES (GUERNSEY) LAW, 2008
EXCEPTION REPORTING
Under the Companies (Guernsey) Law, 2008 weare
required to report to you if, in our opinion:
• we have not obtained all the information and
explanations we require for our audit; or
• proper accounting records have not been kept by
the Company; or
• the Company financial statements are not in
agreement with the accounting records.
We have no exceptions to report arising from this
responsibility.
Other matters
The Group financial statements for the 31 December
2023, forming the corresponding figures of the Group
financial statements for the year ended 31 December
2024, are unaudited.
The Company is required by the Financial Conduct
Authority Disclosure Guidance and Transparency
Rules to include these financial statements in an
annual financial report prepared under the structured
digital format required by DTR 4.1.15R - 4.1.18R
and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured
digital format annual financial report has been
prepared in accordance with those requirements.
Other voluntary reporting
DIRECTORS’ REMUNERATION
The Company voluntarily prepares an Annual Report
on Remuneration in accordance with the provisions
of the UK Companies Act 2006. The directors
requested that we audit the part of the Annual Report
on Remuneration specified by the UK Companies
Act 2006 to be audited as if the Company were a UK
quoted company.
In our opinion, the part of the Annual Report on
Remuneration to be audited has been properly
prepared in accordance with the UK Companies Act
2006.
Claire Sandford
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognised Auditors
London
24 March 2025
POLLEN STREET
POLLEN STREET
118 119
Corporate Governance Report
Annual Report and Accounts 2024
03.
Financial
Statements
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
120 121
| For the year ended | For the year ended | ||
| 31 December 2024 | 31 December 2023 | ||
Unaudited 9 | |||
Notes | £’000 | £’000 | |
Management fee income | 5 | ||
Carried interest and performance fee income | 5, 14 | ||
Interest income on Credit Assets held at amortised cost | 5 | ||
Gains on Investment Assets held at fair value | 5, 10 | ||
Total income | |||
Expected credit loss (charge) / release | 5, 9 | ( | |
Third-party servicing costs | 5 | ( | ( |
Net operating income | |||
Administration costs | 5 | ( | ( |
Finance costs | 5, 17 | ( | ( |
Operating profit | |||
Depreciation | 5 | ( | ( |
Amortisation | 5, 13 | ( | ( |
Profit before tax | |||
Tax charge | 7 | ( | ( |
Profit after tax | |||
| Other comprehensive income | ( | ||
| Foreign currency translation reserve | |||
Total comprehensive income | |||
Earnings per share (basic and diluted) | 8 |
The notes to the accounts form an integral part of the financial statements.
CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE
INCOME
9
The prior year comparatives are unaudited for Pollen Street Group Limited. These numbers have been included as comparatives in accordance with the
book-value method of accounting for capital reorganisations. Refer to the Capital Reorganisation accounting policy in Note 2 for more details. The prior year
comparatives are based on the audited consolidated financial statements of Pollen Street Limited as set out in the Pollen Street Limited Annual Report and
Accounts for the year ended 31 December 2023 and the audited Pollen Street Group Limited financial statements for the year ended 31 December 2023 as
set out in the Pollen Street Group Limited Annual Report and Accounts for the year ended 31 December 2023.
Financial Statements
POLLEN STREET
POLLEN STREET
120 121
Annual Report and Accounts 2024
For the year ended
31 December 2024
For the year ended
31 December 2023
Notes £’000 £’000
Revenue 5 40,508 103
Administration costs 5 (1,486) (103)
Profit before tax 39,022 -
Tax charge 7 - -
Profit after tax 39,022 -
The notes to the accounts form an integral part of the financial statements.
COMPANY STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE
INCOME
Financial Statements
POLLEN STREET
POLLEN STREET
122 123
| As at | As at | ||
| 31 December 2024 | 31 December 2023 | ||
Unaudited 9 | |||
Notes | £’000 | £’000 | |
| Non-current assets | |||
Credit Assets at amortised cost | 9 | ||
Investment Assets held at fair value through profit or loss | 10 | ||
Fixed assets | 11 | ||
Lease assets | 12 | ||
Goodwill and intangible assets | 13 | ||
Carried interest | 14 | ||
Deferred tax asset | 7 | ||
Total non-current assets | |||
| Current assets | |||
Trade and other receivables | 15 | ||
Current tax receivable | |||
Cash and cash equivalents | |||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Interest-bearing borrowings | 17 | ||
Trade and other payables | 18 | ||
Lease liabilities | 12 | ||
Current tax payable | |||
Derivative financial liabilities | 16 | ||
Total current liabilities | |||
Total assets less current liabilities | |||
| Non-current liabilities | |||
Interest-bearing borrowings | 17 | ||
Lease liabilities | 12 | ||
Deferred tax liability | 7 | ||
Total non-current liabilities | |||
Net assets | |||
| Shareholders’ funds | |||
Ordinary share capital | 21 | ||
Share premium | 21 | ||
Retained earnings | |||
Other reserves | 21 | ( | |
Total shareholders’ funds | |||
Net asset value per share (pence) | 23 |
The notes to the accounts form an integral part of the financial statements.
The financial statements on pages 121 to 193 of Pollen Street Group Limited (company number 70165), which includes the notes, were approved
and authorised by the Board of Directors on 24 March 2025 and were signed on its behalf by:
Robert Sharpe
Chair
24 March 2025
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
Financial Statements
POLLEN STREET
POLLEN STREET
122 123
Annual Report and Accounts 2024
As at
31 December 2024
As at
31 December 2023
Notes
£’000 £’000
Non-current assets
Investments in subsidiaries 28 571,269 -
Total non-current assets 571,269 -
Current assets
Trade and other receivables 15 23,986 108
Total current assets 23,986 108
Total assets 595,255 108
Current liabilities
Trade and other payables 18 29,167 108
Total current liabilities 29,167 108
Net assets 566,088 -
Shareholders’ funds
Ordinary share capital 21 610 -
Share premium 21 542,972 -
Retained earnings 22,506 -
Total shareholders’ funds 566,088 -
The notes to the accounts form an integral part of the financial statements.
The financial statements on pages 121 to 193 of Pollen Street Group Limited (company number 70165), which includes the notes, were approved
and authorised by the Board of Directors on 24 March 2025 and were signed on its behalf by:
Robert Sharpe
Chair
24 March 2025
COMPANY STATEMENT OF FINANCIAL
POSITION
Financial Statements
POLLEN STREET
POLLEN STREET
124 125
For the year ended 31 December 2023
For the year ended 31 December 2024
| Foreign | ||||||||
| Ordinary | Special | Currency | ||||||
| Share | Share | Retained | Distributable | Merger | Translation | Total | ||
| Capital | Premium | Earnings | Reserve | Reserves | Reserve | Equity | ||
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||
Shareholders’ funds as at 1 January 2024 | ( | |||||||
Reallocation of reserves | ( | ( | ||||||
Profit after taxation | ||||||||
Reclassification of transaction costs | ( | |||||||
Transaction costs in relation to the Reorganisation | ( | ( | ||||||
Dividends paid | ( | ( | ||||||
Buybacks | ( | ( | ( | |||||
Foreign currency translation reserve | ||||||||
Shareholders’ funds as at 31 December 2024 | ( | |||||||
| Foreign | ||||||||
| Ordinary | Special | Currency | ||||||
| Share | Share | Retained | Distributable | Merger | Translation | Total | ||
| Capital | Premium | Earnings | Reserve | Reserves | Reserve | Equity | ||
Unaudited 9 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Shareholders’ funds as at 1January 2023 | ||||||||
Profit after taxation | ||||||||
Dividends paid | ( | ( | ||||||
Cancellation of treasury shares | ( | |||||||
| Cancellation of share premium | ( | |||||||
| reserve | ||||||||
Reallocation of reserves | ( | |||||||
Transfer from goodwill | ( | ( | ||||||
Deferred tax adjustment | ( | ( | ||||||
| Foreign currency translation | ( | ( | ||||||
| reserve | ||||||||
Shareholders’ funds as at 31 December 2023 | ( | |||||||
The notes to the accounts form an integral part of the financial statements.
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ FUNDS
Financial Statements
POLLEN STREET
POLLEN STREET
124 125
Annual Report and Accounts 2024
For the year ended 31 December 2023
For the year ended 31 December 2024
Ordinary
Share
Capital
Share
Premium
Retained
Earnings
Total
Equity
£’000 £’000 £’000 £’000
Shareholders’ funds as at 1 January 2024 - - - -
Issue of share capital 642 570,627 - 571,269
Transaction costs in relation to the Reorganisation - (4,833) - (4,833)
Profit after taxation - - 39,022 39,022
Dividends paid - - (16,516) (16,516)
Buybacks (32) (22,822) - (22,854)
Shareholders’ funds as at 31 December 2024 610 542,972 22,506 566,088
Ordinary
Share
Capital
Share
Premium
Retained
Earnings
Total
Equity
£’000 £’000 £’000 £’000
Shareholders’ funds as at 1 January 2023 - - - -
Profit after taxation - - - -
Dividends paid - - - -
Shareholders’ funds as at 31 December 2023 - - - -
The notes to the accounts form an integral part of the financial statements.
COMPANY STATEMENT OF CHANGES
IN SHAREHOLDERS’ FUNDS
Financial Statements
POLLEN STREET
POLLEN STREET
126 127
CONSOLIDATED STATEMENT OF CASH
FLOWS
| For the year ended | For the year ended | ||
| 31 December 2024 | 31 December 2023 | ||
Unaudited 9 | |||
| Notes | £’000 | £’000 | |
| Cash flows from operating activities: | |||
Cash generated from operations | 24 | ||
Net repayments of Credit Assets at amortised cost | |||
Dividends received from Investment Assets | |||
Purchase of investments at fair value | 10 | ( | ( |
Proceeds from disposal of investments at fair value | 10 | ||
Tax paid | ( | ( | |
Net cash inflow from operating activities | |||
| Cash flows from investing activities: | |||
Purchase of fixed assets | 11 | ( | ( |
Net cash inflow from investing activities | ( | ( | |
| Cash flows from financing activities: | |||
Payment of lease liabilities | 12 | ( | ( |
Reorganisation transaction costs | ( | ||
Drawdown of interest-bearing borrowings | 17 | ||
Repayments of interest-bearing borrowings | 17 | ( | ( |
Transaction costs for financing activities | 17 | ( | |
Interest paid on financing activities | 17 | ( | ( |
Share buybacks | ( | ||
Dividends paid in the year | 22 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Net change in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at the beginning of the year | |||
Cash and cash equivalents at the end of the year |
Interest received for the Group for the year ended 31 December 2024 was £33.5 million (2023: £53.9 million).
The notes to the accounts form an integral part of the financial statements.
Financial Statements
POLLEN STREET
POLLEN STREET
126 127
Annual Report and Accounts 2024
COMPANY STATEMENT OF CASH FLOWS
For the year ended
31 December 2024
For the year ended
31 December 2023
Notes £’000 £’000
Cash flows from operating activities:
Cash generated from operations 24 44,203 -
Net cash inflow from operating activities 44,203 -
Cash flows from financing activities:
Reorganisation transaction costs (4,833)
Share buybacks (22,854) -
Dividends paid in the year 22 (16,516) -
Net cash outflow from financing activities (44,203) -
Net change in cash and cash equivalents - -
Cash and cash equivalents at the beginning of the year - -
Cash and cash equivalents at the end of the year - -
The notes to the accounts form an integral part of the financial statements.
Financial Statements
POLLEN STREET
POLLEN STREET
128 PB
NOTES TO THE
FINANCIAL STATEMENTS
Pollen Street Group Limited is a public company
the laws of Guernsey with registration number
70165. Pollen Street Group Limited is referred to as
the “Company”, and together with its subsidiaries,
the ‘Group’. The registered office of the Company is:
of the Company is 11-12 Hanover Square, London,
The Company was established on 24 December
2021. The Company’s purpose was to become the
parent company of Pollen Street Limited (“PSL”),
previously Pollen Street plc, by way of a scheme
of arrangement (the “Scheme”). The Company’s
activities until the Scheme came into effect were
compliance related. The scheme of arrangement
came into effect on 24 January 2024.
On 24 January 2024, the Company became the
immediate and ultimate parent of Pollen Street
Limited by way of a scheme of arrangement pursuant
to Part 26 of the UK Companies Act 2006. As part of
this, the shares of Pollen Street Limited were delisted
and cancelled, and new shares were issued to the
Company so that the Company holds 100 per cent
of the issued shares in Pollen Street Limited.
New shares in the Company were also issued to the
former shareholders of Pollen Street Limited on a
one-to-one basis and were admitted to trading on
the London Stock Exchange’s (“LSE”) main market
for listed securities.
On 14 February 2024, Pollen Street Limited
distributed the entire issued share capital of Pollen
Street Capital Holdings Limited (“PSCHL”) to
the Company referred to as the Distribution. The
Scheme and the Distribution are together referred to
as the “Reorganisation”.
The principal activity of the Group is to act as an
alternative asset manager investing within the
financial and business services sectors across both
Private Equity and Private Credit strategies, as well
as holding on-balance sheet investments consisting
of both direct investments and investments in funds
managed by Pollen Street. The principal activity of
the Company is to be the holding company for two
100 per cent owned subsidiaries engaged in these
asset management and investment activities.
1. General Information
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
PB 129
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
130 131
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
130 131
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
132 133
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
132 133
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
134 135
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
134 135
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
136 137
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
136 137
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
138 139
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
138 139
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
140 141
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
140 141
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
142 143
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
142 143
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
144 145
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
144 145
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
146 147
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
146 147
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
148 149
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
150 151
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
150 151
Annual Report and Accounts 2024
POLLEN STREET
152
Financial Statements
POLLEN STREET
153
Annual Report and Accounts 2024
POLLEN STREET
154
Financial Statements
POLLEN STREET
155
Annual Report and Accounts 2024
POLLEN STREET
156
Financial Statements
POLLEN STREET
157
Annual Report and Accounts 2024
POLLEN STREET
158
Financial Statements
POLLEN STREET
159
Annual Report and Accounts 2024
POLLEN STREET
160
161
Financial Statements
POLLEN STREET
Annual Report and Accounts 2024
POLLEN STREET
162
163
Financial Statements
POLLEN STREET
Annual Report and Accounts 2024
POLLEN STREET
164
Financial Statements
POLLEN STREET
165
Annual Report and Accounts 2024
POLLEN STREET
166
Financial Statements
POLLEN STREET
POLLEN STREET
PB 167
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
168 169
Financial Statements
POLLEN STREET
POLLEN STREET
168 169
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
170 171
Financial Statements
POLLEN STREET
POLLEN STREET
170 171
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
172 173
Financial Statements
POLLEN STREET
POLLEN STREET
172 173
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
174 175
Financial Statements
POLLEN STREET
POLLEN STREET
174 175
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
176 177
Financial Statements
POLLEN STREET
POLLEN STREET
176 177
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
178 179
Financial Statements
POLLEN STREET
POLLEN STREET
178 179
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
180 181
Financial Statements
POLLEN STREET
POLLEN STREET
180 181
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
182 183
| Amount per | Total | ||
| Share (pence) | £’000 | ||
Interim dividend for the period to 31 December 2022 | March 2023 | 7,916 | |
Interim dividend for the period to 31 March 2023 | June 2023 | 7,916 | |
Interim dividend for the period to 30 June 2023 | September 2023 | 7,916 | |
Interim dividend for the period to 30 September 2023 | December 2023 | 7,916 | |
Interim dividend for the period to 31 December 2023 | March 2024 | 8,347 | |
Interim dividend for the period to 30 June 2024 | October 2024 | 16,516 | |
Second interim dividend for the period to 31 December 2024 | May 2025 |
Financial Statements
POLLEN STREET
POLLEN STREET
182 183
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
184 185
Financial Statements
POLLEN STREET
POLLEN STREET
184 185
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
186 187
Financial Statements
POLLEN STREET
POLLEN STREET
186 187
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
188 189
Financial Statements
POLLEN STREET
POLLEN STREET
188 189
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
190 191
Financial Statements
POLLEN STREET
POLLEN STREET
190 191
Annual Report and Accounts 2024
Financial Statements
POLLEN STREET
POLLEN STREET
192 193
Financial Statements
POLLEN STREET
POLLEN STREET
192 193
04.
Shareholders’
Information
Annual Report and Accounts 2024POLLEN STREET
194
DIRECTORS
Robert Sharpe
Lindsey McMurray
Jim Coyle
Gustavo Cardenas
Joanne Lake
Richard Rowney
all at the registered office below
REGISTERED OFFICE
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey GY2 4LH
COMPANY SECRETARY
MUFG Corporate Governance Limited
(formally Link Company Matters Limited)
Central Square
29 Wellington Street
Leeds
LS1 4DL
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
FINANCIAL ADVISERS AND BROKERS
Barclays Bank plc
1 Churchill Place
Canary Wharf
London E14 5H
England
Investec Bank plc
30 Gresham Street
London EC2V 7QP
England
REGISTRAR
Computershare Investor Services PLC
13 Castle Street, St Helier,
Jersey, JE1 1ES
WEBSITE
http://www.pollenstreetgroup.com/
SHARE IDENTIFIERS
ISIN: GG00BMHG0H12
Sedol: BMHG0H1
Ticker: POLN
DIRECTORS, ADVISERS AND
SERVICE PROVIDERS
Shareholders’ Information
POLLEN STREET
195
Website
The Company’s website can be found at
www.pollenstreetgroup.com. The site provides visitors
with Company information and literature downloads.
The Company’s profile is also available on
third‑party sites such as www.trustnet.com and
www.morningstar.co.uk.
Share prices and Net Asset Value information
The Company’s ordinary shares of 1p each are
quoted on the London Stock Exchange:
• SEDOL number: BMHG0H1
• ISIN number: GG00BMHG0H12
• EPIC code: POLN
The codes above may be required to access trading
information relating to the Company on the internet.
Annual and half-yearly reports
The Group’s audited Consolidated Annual Report
and Accounts, half‑yearly reports and other formal
communications are available on the Company’s
website. To reduce costs the Company’s half‑yearly
financial statements are not posted to shareholders
but are instead made available on the Company’s
website.
Whistleblowing
The Company has established a whistleblowing policy.
The Audit Committee reviews the whistleblowing
procedures of the Group to ensure that the concerns
of their staff may be raised in a confidential manner.
Warning to shareholders – share fraud scams
Fraudsters use persuasive and high‑pressure tactics
to lure investors into scams. They may offer to sell
shares that turn out to be worthless or non‑existent,
or to buy shares at an inflated price in return for an
upfront payment. While high profits are promised,
ifyou buy or sell shares in this way, you will probably
lose your money.
How to avoid share fraud
• Keep in mind that firms authorised by the FCA are
unlikely to contact you out of the blue with an offer
to buy or sell shares
• Do not get into a conversation, note the name of
the person and firm contacting you and then end
the call
• Check the Financial Services Register from
www.fca.org.uk to see if the person and firm
contacting you is authorised by the FCA
• Beware of fraudsters claiming to be from an
authorised firm, copying its website or giving you
false contact details
• Use the firm’s contact details listed on the Register
if you want to call it back
• Call the FCA on 0800 111 6768 if the firm does not
have contact details on the Register or you are told
they are out of date
• Search the list of unauthorised firms to avoid at
www.fca.org.uk/scams
• Consider that if you buy or sell shares from an
unauthorised firm you will not have access to
the Financial Ombudsman Service or Financial
Services Compensation Scheme.
• Think about getting independent financial and
professional advice before you hand over any
money
• Remember: if it sounds too good to be true,
itprobably is!
5,000 people contact the Financial Conduct Authority
about share fraud each year, with victims losing an
average of £20,000.
Report a scam
If you are approached by fraudsters, please tell
the FCA using the share fraud reporting form at
fca.org.uk/scams, where you can find out more
about investment scams.
You can also call the FCA Consumer Helpline on
0800 111 6768.
If you have already paid money to share fraudsters,
you should contact Action Fraud on 0300 123 2040.
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Annual Report and Accounts 2024
Shareholders’ Information
POLLEN STREET
197
05.
Definitions and
Reconciliation
to Alternative
Performance
Measures
Annual Report and Accounts 2024POLLEN STREET
198
DEFINITIONS
Asset-Based Lending Collateralised financing where loans are secured by a company’s
assets with credit limits determined by the assets’ liquidation value.
Asset Manager The business segment of the Group that is responsible for managing
third‑party AuM and the Investment Company’s assets. All activities of
this segment reside in Pollen Street Capital Holdings Limited and its
subsidiaries.
AuM The assets under management of the Group, defined as:
• investor commitments for active Private Equity funds;
• invested cost for other Private Equity funds;
• the total assets for the Investment Company; and
investor commitments for Private Credit funds.
Average Fee-Paying AuM The fee‑paying asset under management of the Group, defined as:
• investor commitments for active fee‑paying Private Equity funds;
• invested cost for other fee‑paying Private Equity funds;
• the total assets for the Investment Company; and
• net invested amount for fee‑paying Private Credit funds.
The average is calculated using the opening and closing balances for
the period.
Average Number of Shares Average number of closing daily ordinary shares, excluding treasury
shares.
Co-investment A direct investment made alongside or in a Fund taking a pro‑rata
share of all instruments.
Combination The acquisition of 100 per cent of the share capital of Pollen Street
Capital Holdings Limited by Pollen Street Limited (formerly Honeycomb
Investment Trust Plc) with newly issued shares in Pollen Street Limited
as the consideration that completed on 30 September 2022.
Credit Assets Loans made by the Group to counterparties, together with investments
in Private Credit funds managed or advised by the Group.
Equity Assets Instruments that have equity‑like returns; that is, instruments that do
not contain a contractual obligation to pay and that evidence a residual
interest in the issuer’s net assets. Examples include ordinary shares or
investments in Private Equity funds managed or advised by the Group.
Carried interest receivable by the Group is not classified as an Equity
Asset.
Fair Value The amount that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants.
Fee-Paying AuM The fee‑paying asset under management of the Group, defined as:
• investor commitments for active fee‑paying Private Equity funds;
• invested cost for other fee‑paying Private Equity funds;
• the total assets for the Investment Company; and
• net invested amount for fee‑paying Private Credit funds.
Definitions and Reconciliation to Alternative Performance Measures
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199
Fund Management EBITDA Fund Management Income less Fund Management Administration
Costs, including the full cost of the office lease despite these costs
being reported as depreciation of a right‑of‑use asset and financing
costs under IFRS 16.
Fund Management Income The income of the Group’s Asset Manager according to IFRS reporting
standards.
Fund Management EBITDA
Margin
The ratio of the Fund Management Adjusted EBITDA and the Fund
Management Income, expressed as a percentage.
Group Pollen Street Group Limited and its subsidiaries.
IFRS International Financial Reporting Standards as adopted by the United
Kingdom.
Internal Rate of Return The discount rate that makes the net present value of all cash flows
from a particular investment equal to zero, effectively indicating the
annualised rate of return that the investment is expected to generate.
Investment Asset The Group’s portfolio of Equity Assets and Credit Assets.
Investment Company The business segment of the Group that holds the Investment
Asset portfolio and the debt facilities. The activities of this segment
predominately reside within Pollen Street Limited, Pollen Street
Investments Limited, Sting Funding Limited and Bud Funding Limited.
Management Fee Rate The ratio of the Fund Management Income attributable to management
fees and the Average Fee‑Paying AuM, annualised and expressed as
a percentage.
Multiple on Invested
Capital
The return on an investment by comparing the total value realised
to the initial capital invested, indicating how many times the original
investment has been multiplied.
Net Investment Assets The Investment Assets plus surplus cash, net of debt.
Net Investment Asset
Return
The ratio of the income from Investment Company to the Net
Investment Assets, expressed as an annualised ratio.
Performance Fees Share of profits that the Asset Manager is due once it has returned the
cost of investment and agreed preferred return to investors.
Performance Fee Rate The ratio of the Fund Management Income attributable to carried
interest and performance fees and the total Fund Management
Income, expressed as a percentage.
Private Credit The Group’s strategy for managing Credit Assets within its private
funds.
Private Equity The Group’s strategy for managing Equity Assets within its private funds.
Registrar An entity that manages the Company’s shareholder register. The
Company’s registrar is Computershare Investor Services PLC.
Reorganisation The reorganisation that was affected on 14 February 2024, to distribute
the entire issued share capital of Pollen Street Capital Holdings
Limited from Pollen Street Limited to the Company referred to as the
Distribution. The Scheme and the Distribution are together referred to
as the “Reorganisation".
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Annual Report and Accounts 2024
The Scheme The scheme of arrangement that was affected on 24 January 2024, to
change the listing category of Pollen Street Limited’s shares to that of
a commercial company from an investment company and to introduce
the Company as a Guernsey incorporated holding company as the
new parent of the Group.
SMA Separately Managed Accounts
Sterling Overnight Interbank
Average Rate (“SONIA”)
The effective overnight interest rate paid by banks for unsecured
transactions in the British sterling market.
Structured Loan Credit Asset whereby the Group typically has senior secured loans to
speciality finance companies, with security on the assets originated by
the speciality finance company and first loss protection deriving from
the speciality finance company’s equity. Corporate guarantees are also
typically taken.
Definitions and Reconciliation to Alternative Performance Measures
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201
Annual Report and Accounts 2024POLLEN STREET
202
RECONCILIATION
TO ALTERNATIVE
PERFORMANCE
MEASURES
The alternative performance measures are used to
improve the comparability of information between
reporting periods, either by adjusting for uncontrollable
or one-off factors that impact upon IFRS measures or,
by aggregating measures, to aid the user to understand
the activity taking place. Alternative performance
measures are not considered to be a substitute for
IFRS measures but provide additional insight on the
performance of the business.
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203
Definitions and Reconciliation to Alternative Performance Measures
MANAGEMENT FEE RATE
Group For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Management fee income for the Asset Manager 55,475 34,332
Average Fee‑Paying AuM 3,692,237 2,947,371
Management fee rate 1.50% 1.16%
The Management Fee Rate is calculated by dividing the management fee income for the Asset Manager by
the Average Fee‑Paying AuM. The Management Fee Rate is annualised.
PERFORMANCE FEE RATE
Group For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Carried interest & performance fee income for the
Asset Manager
11,320 14,831
Fund Management Income for the Asset Manager 66,795 49,163
Performance fee rate 17% 30%
The Performance Fee Rate is calculated by dividing the Carried interest and performance fee income for the
Asset Manager by the Fund Management Income for the Asset Manager.
FUND MANAGEMENT EBITDA & FUND MANAGEMENT EBITDA MARGIN
Group For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Operating profit of the Asset Manager 27,174 15,907
Depreciation of lease asset (1,451) (959)
Fund Management EBITDA 25,723 14,948
Fund Management Income for the Asset Manager 66,795 49,163
Fund Management EBITDA Margin 39% 30%
The Fund Management EBITDA is calculated by deducting the charge for the lease asset depreciation from
the statutory Operating Profit of the Asset Manager. The Fund Management EBITDA Margin is calculated by
dividing the Fund Management EBITDA by the Fund Management Income.
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Annual Report and Accounts 2024
DIVIDENDS PER SHARE
Group For the year ended
31 December 2024
pence
For the year ended
31 December 2023
pence
Q1 interim dividend – 16.0
Q2 interim dividend 26.5 16.0
Q3 interim dividend – 16.0
Q4 interim dividend 27.1 13.0
Dividend per share (pence) 53.6 61.0
During 2024, following completion of the Reorganisation and conversion to a commercial company, the timing
of dividend payments was changed to allow for dividends to be declared on a semi‑annual, rather than a
quarterly, basis. In addition, the partial dividend waiver given by former shareholders of Pollen Street Capital
Holdings Limited at the time of the Combination expired at 31 December 2023. Consequently, there was a
reduction in dividends per share declared from 61.0p for 2023 to 53.6p for 2024.
EBITDA
Group For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Operating profit of the Asset Manager 27,174 15,907
Depreciation of lease asset (1,451) (959)
Fund Management EBITDA 25,723 14,948
Operating Profit of the Investment Company 31,789 30,173
EBITDA 57,512 45,121
The Fund Management EBITDA is calculated by deducting the charge for the lease asset depreciation from
the statutory Operating Profit of the Asset Manager. EBITDA of the Group is calculated as the sum of the Fund
Management EBITDA and the Operating Profit of the Investment Company.
Definitions and Reconciliation to Alternative Performance Measures
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TANGIBLE NET ASSET VALUE, DEBT-TO-TANGIBLE EQUITY RATIO & NET DEBT-TO-
TANGIBLE EQUITY RATIO
Group As at
31 December 2024
£’000
As at
31 December 2023
£’000
Net asset value 579,356 582,246
Goodwill & intangible assets (227,100) (227,740)
Tangible net asset value 352,256 354,506
Interest‑bearing borrowings 188,265 210,764
Debt-to-tangible equity ratio 53.4% 59.5%
Cash and cash equivalents 11,195 19,746
Net debt-to-tangible equity ratio 50.3% 53.9%
The debt‑to‑tangible equity ratio is calculated as the Group’s interest‑bearing debt divided by the tangible net
asset value, expressed as a percentage. The net debt‑to‑tangible equity ratio is calculated as the Group’s
interest‑bearing debt less cash and cash equivalents, divided by the tangible net asset value expressed, as
apercentage.
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Definitions and Reconciliation to Alternative Performance Measures
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207
Pollen Street Capital
11-12 HanoverSquare
London
W1S1JJ
+(44) 203 728 6750
info@pollencap.com
pollenstreetgroup.com
©Pollen Street 2025
CONTACT