wk-2025-12-31-ixbrl

Page 2

PGIM Private Capital Limited

Strategic Report for the Year Ended 31 December 2025

The Directors present their Strategic Report for PGIM Private Capital Limited ('PPC' or the 'Company') for the

year ended 31 December 2025.

Principal Activities

The Company is a wholly owned subsidiary of PGIM Financial Limited ('PFL'). PFL is in turn a direct

subsidiary of PGIM, Inc. (‘PGIM’), the asset management division of Prudential Financial, Inc. (‘PFI’,NYSE:

PRU). PPC provides investment management and investment advisory services (collectively ‘Asset

Management services’) and investment origination and sourcing services to institutional investors (including

PGIM, PFI and other subsidiaries of PFI ('PFI Group')).

The Company is authorised and regulated by the Financial Conduct Authority (‘FCA’).

Fair review of the business

During the year the Company continued to provide loan origination, sourcing and asset management services. In

the opinion of the Directors, the Company’s performance in the year was satisfactory. Investment originations

were higher in 2025 at £1,064m (2024: £994m), due to higher market activity resulting from lower interest rates.

Assets under management ('AUM') increased throughout the year to £969m (2024: £942m) as a result of market

movements.

Section 172(1) Statement

The Strategic Report must include a statement describing how the Directors have a regard to the matters as set

out in section 172(1) of the Companies Act 2006 (CA 2006) as detailed below. Sections 465 to 467 of CA 2006

do allow for certain exemptions from this disclosure on the basis of size or materiality, however the Company is

excluded from benefiting from these exemptions on the basis that it forms part of an ineligible group, that is a

group which, amongst other criteria, contains a MiFID investment Firm or UCITS management company.

(a) The likely consequences of any decision in the long term

The Directors regularly assess the Company's strategy from both a commercial and risk perspective to ensure the

long term consequences of any strategic decision are understood and are taking into account when making

decisions.

The Directors are mindful of the environmental and social impact of the long term decisions made within the

Company and to support the management of the Company with its Environmental and Social Governance, the

PGIM Global Head of ESG is based in the London offices.

Page 3

PGIM Private Capital Limited

Strategic Report for the Year Ended 31 December 2025 (continued)

(b) The interests of the Company’s employees

The PGIM Financial Limited Group views its employees as fundamental to the success of the business. The

Directors take active steps to ensure that the suggestions, views and interests of the workforce are captured and

considered in their decision-making.

The PGIM Financial Limited Group continues to operate a hybrid working model, reflecting the understanding

that many aspects of employees’ roles can be delivered effectively remotely and that flexibility contributes

positively to employee wellbeing and engagement. At the same time, the hybrid model is designed to preserve

PGIM’s culture, creativity and mentorship, which are integral to delivering high‑quality outcomes for clients

and investors.

Employee Wellbeing

Employee wellbeing remains a priority for PGIM Financial Limited. A range of initiatives are in place to

support mental, physical and financial wellbeing, including:

• Local wellbeing ambassadors who coordinate events including webinars and in‑person sessions.

• Global PGIM Wellness Weeks were held in November, in partnership with the PGIM Mental Health

Champions network, featuring virtual live sessions focused on holistic wellbeing.

• Certified Mental Health First Aiders as part of a global mental health champion initiative.

• A menopause policy and support framework, providing guidance and practical assistance.

• Global, regional and local inclusion groups promoting community, awareness and allyship.

• Completion of year three of our global multi‑year organisational behaviour and culture change

programme, in partnership with the NeuroLeadership Institute, called Inclusive Leadership, aimed at

empowering leaders, managers and employees to implement inclusive behaviours and create a fully

inclusive and equitable workplace that unlocks the full potential of our talent.

• Recognition and celebration of key heritage and awareness months, such as Women’s History Month,

UK Black History Month, UK Inclusion Week and Pride Month.

• Regular EMEA Culture & Inclusion newsletter to share information with employees, raise awareness,

signpost to resources, and update on the impact of our inclusion initiatives and programmes.

Workforce Engagement and Communication

The Group maintains a number of mechanisms to ensure effective engagement with employees and to ensure the

workforce is involved and informed:

• Business Communication and Transparency Employees receive regular updates on Group

performance and priorities through company‑wide Town Halls, business briefings, and senior

management video updates made available on the intranet.

• Performance Management and Feedback The annual performance management process provides a

structured forum for feedback between employees, managers and peers.

• Board‑Level Insight on People Matters The People Business Leader of Europe, Middle East and

Asia, provides regular updates to the Board on workforce demographics, engagement themes,

employee survey results, culture and inclusion, pay and reward, and other HR‑related matters.

• Reward and Benefits To attract, develop and retain talent, the Group maintains a competitive and

inclusive reward offering, including a comprehensive benefits suite focusing on health, wellbeing,

lifestyle and family support. Employee feedback is sought to ensure benefits remain relevant and

inclusive.

• Learning and Development Employees are encouraged to leverage PGIM’s global network and

access ongoing training, including on‑the‑job learning, online courses and in‑person development

opportunities.

• Engagement Survey All employees were invited to participate in the Global Employee Engagement

Survey conducted in July 2025. The results were communicated to senior management, who have

committed to acting on the feedback and using insights to inform changes and improvements to drive

employee engagement.

Page 4

PGIM Private Capital Limited

Strategic Report for the Year Ended 31 December 2025 (continued)

(b) The interests of the Company’s employees (continued)

Engagement with employees

Within the Group, diversity of perspectives is at the core of who we are and what we do. The Group believes

that harnessing the differences and creating a workplace where all talent thrives is what allows us to deliver the

exceptional outcomes our clients have come to expect. The Group’s programmes and policies are designed to

ensure that upon joining the Group and throughout their career, all employees feel welcomed, supported and

empowered to unlock their full potential at work each day.

Inclusion is not just something we aspire to, it’s an obligation. The Group’s leaders and colleagues across the

globe are committed to creating a culture of belonging, where diverse perspectives and non-consensus views can

be voiced and heard. As highlighted in the Strategic Report with details on initiatives taken, the Group views its

employees as fundamental to the success of the business. In the context of the Group’s long term strategy of

recruiting and retaining talent and to meet the needs of our broad community, the Group offers global

programming year-round. In Europe our Culture and Inclusion Council (CIC), made up of senior leaders from

across our business, meets every 2 months to oversee regional culture and inclusion priorities.

The Group's global inclusion initiatives provide opportunities for the Group community to come together and

celebrate heritage months throughout the year, including International Women’s Day, Pride Month and Black

History Month. Inclusive Leadership is PGIM’s multi-year behaviour and culture change programme, in

partnership with the Neuro Leadership Institute, aimed at developing more inclusive behaviours among

colleagues-particularly leaders-and infusing a greater sense of belonging across the organisation.

The Group is committed to providing fair and equal opportunities to all our employees, whether they are able-

bodied or have a disability. The Group endeavours to make any reasonable adjustments that may be necessary to

facilitate the employment of people with disabilities. In addition, during the course of employment, the Group

makes reasonable accommodations for any physical or mental conditions that employees may have.

Page 5

PGIM Private Capital Limited

Strategic Report for the Year Ended 31 December 2025 (continued)

stakeholders

The Company works to foster positive business relationships with suppliers, customers and other stakeholders.

Relationships with customers are governed by written contracts to ensure transparency and clarity of expectation

of performance.

The Company has established good working relationships with its suppliers and seeks to ensure a responsible

payment culture, with the publishing for the Group of its Business Payment practices and Performance reporting

on the Companies House website. Following a review of the Modern Slavery Act, the Company has engaged

with its suppliers to ensure mutual compliance.

The Company maintains good performance payment practices ensuring that suppliers continued to be paid in a

timely manner.

(d) The impact of the Company’s operations on the community and the environment

The Company encourages its employees to contribute to the community in which the Company operates by

offering the opportunity to take part in local charity and volunteering initiatives. The Company seeks where

possible to minimise its impact on the environment and has, to support this aim, developed in-house initiatives,

such as an internal recycling scheme for office waste and the provision of employee cycle racks.

(e) Maintaining high standards of business conduct

There is worldwide engagement with employees regarding individual conduct and the high standards of ethics

and integrity expected of employees is outlined in Prudential’s Code of Conduct “Making the Right Choices”.

The Code of Conduct is supported by ongoing training and annual re-certification.

(f) The need to act fairly as between members of the Company

The Company is a private limited company with a sole shareholder.

Page 6

PGIM Private Capital Limited

Strategic Report for the Year Ended 31 December 2025 (continued)

Key Performance Indicators

The Company’s principal measure of performance is its profit after tax. The financial statements show results

for the year ended 31 December as set out below:


	2025	2024
	£	£
Total revenue	24,993,827	23,586,396
Profit before tax	5,841,993	4,665,648
Taxation	(1,502,491)	(233,877)
Profit for the financial year	4,339,502	4,431,771

As well as overall Company profitability, the Directors consider investment originations and assets under

management to be a key performance indicator for the business.


	2025	2024
Originations	£m	£m
PGIM Private Capital Limited	1,064	994


	2025	2024
Assets Under Management	£m	£m
PGIM Private Capital Limited	969	942

Principal risks and uncertainties

The Company’s strategic goals in 2025 were to continue to develop its asset management, origination and

sourcing activity.

The Directors continually assess the risks faced by the Company and believe that its principal risk is business

risk which is defined as the Company’s failure to meet the strategic objectives detailed above through significant

market movements or other external factors.

The Company has limited exposure to foreign exchange risk on its assets and liabilities denominated in

currencies other than Pounds Sterling. The Company is exposed to Counterparty Credit Risk in that it has

internal and external creditors. The Directors believe this risk to be mitigated by the fact that a proportion of

the balance is held with other associated entities of the Company and there is no history of default with external

counterparties.

The Company has no long term borrowings and the short term borrowings consist predominately of

intercompany payables, in respect of re-charged costs. The company has no direct exposure to interest rate risk.

Market Risk

The Company is exposed to market risks, principally in the form of foreign exchange risk. Foreign exchange

risk arises from fluctuations in the value of its assets and liabilities denominated in currencies other than Pounds

Sterling. To the extent that the market risk associated with a particular asset or liability is deemed to be material,

the Company utilises various hedging strategies to mitigate this risk. The Company currently has no material

foreign exchange assets or liabilities and has no currency hedges in place.

Page 7

PGIM Private Capital Limited

Strategic Report for the Year Ended 31 December 2025 (continued)

Credit Risk

Credit risk arises mainly from cash holdings and from receivables from third parties, including balances with

other affiliated companies. The Company’s approach to managing this risk is to hold cash with large,

systemically important banks and to monitor and arrange settlement of receivable balances and non-affiliated

balances with third parties on a timely basis. The Company does not therefore consider credit risk to be material.

Liquidity Risk

The Company manages liquidity risk through a combination of maintenance of cash surpluses held by the

Company, funding lines with affiliated companies and detailed regular forecasting of the Company’s funding

requirements, and does not consider liquidity risk to be material.

Business Continuity Risk

The Company maintains an operational control environment, supported by the Business Continuity Plan (BCP)

framework.

The Company is regulated by the FCA. The Company holds capital sufficient to provide resilience against a

severe yet plausible event as part of its normal business activity. In order to ensure the Company continues to

hold sufficient capital for regulatory purposes and liquidity to meet obligations as they fall due. Capital and

liquidity adequacy are monitored on an ongoing basis.

Approved by the Board on 21 April 2026 and signed on its behalf on 21 April 2026 by:

.........................................

E. A. Jolly

Director

Page 8

PGIM Private Capital Limited

Directors' Report for the Year Ended 31 December 2025

The Directors present their Annual Report and the audited Financial Statements of the Company for the year

ended 31 December 2025.

The Company is a private company, limited by shares, incorporated by the Registrar of Companies (England

and Wales) and is domiciled in the United Kingdom. The address of its registered office is Grand Buildings, 1-3

Strand, Trafalgar Square, London WC2N 5HR.

The Company’s immediate parent company is PGIM Financial Limited, which in turn is a subsidiary of PGIM,

Inc., a company incorporated in the United States. PGIM, Inc. is itself a subsidiary of Prudential Financial, Inc.,

a company incorporated in the United States, listed on the New York Stock Exchange (NYSE; PRU), and the

parent undertaking of the largest group for which group financial statements are prepared.

In December 2025, the Company’s then immediate parent, PGIM Financial Limited, resolved to pay the share

capital of the Company to PGIM, Inc. by way of a dividend in specie, effective 1 January 2026. From 1 January

2026, the Company is a wholly owned subsidiary of PGIM, Inc. (‘PGIM’), the asset management division of

Prudential Financial, Inc. (‘PFI’,NYSE).

The financial statements have been prepared on a going concern basis.

Directors of the Company

The Directors of the Company who held office during the year and up to the date of the signing of the financial

statements were as follows:

D. J. Campbell

M. L. Fioramonti

E. A. Jolly

T. Sirvanci

M. G. Fresson (resigned 28 February 2026)

The following director was appointed after the year end:

J. S. Brown (appointed 1 March 2026)

Future outlook and events after the Statement of Financial Position date

As outlined in the Strategic Report the Company will continue to provide investment origination, sourcing and

asset management services and will look to increase the portfolio of investment management services to third

parties.

Dividends

During the year the Company paid an interim dividend of £4,000,000 (2024:£5,000,000) and dividend in specie

of £nil (2024:£305,814). The Directors do not recommend the payment of a final dividend (2024: £nil). During

the year the Company received a dividend of £nil from PPC Ireland Limited ('PPCIL') (2024: £36,048).

Political donations

The Company has made no political donations and incurred no political expenditure during the year (2024:

£nil).

Financial instruments

The Company holds financial instruments including cash and trade receivables and payables as detailed in the

Statement of Financial Position (2024: cash, trade receivables and payables and 5.45% investment in PPCIL).

On 9 December 2024, 5.45% share capital of PPCIL was paid to PGIM Financial Limited as a dividend in

specie.

Page 9

PGIM Private Capital Limited

Directors' Report for the Year Ended 31 December 2025 (continued)

MIFIDPRU 8 Disclosures

Under the MIFIDPRU 8 requirements of the Investment Firm Prudential Regime (IFPR), the Company is

required to disclose in a public forum its principal risk management, capital adequacy and remuneration. These

disclosures are unaudited and included on the Company’s website.

Financial Risk Management

The Company's Financial Risk Management Framework is detailed in the Principal Risks and Uncertainties

section of the strategic report.

Country by country reporting

As a qualifying investment firm, the Company has obligations under Article 89 of the Capital Requirements

Directive to report its international activities and establishments. These disclosures are unaudited and included

on the Company’s website:

https://www.pgim.com/gb/en/institutional/legal-disclosures/country-disclosures/uk-regulatory-disclosures

Going concern

The Company is FCA regulated and holds capital sufficient to provide resilience against a severe yet plausible

event as part of its normal business activity. In order to ensure the Company continues to hold sufficient capital

for regulatory purposes and liquidity to meet obligations as they fall due capital and liquidity adequacy are

monitored on an ongoing basis.

The Directors have performed an analysis of expected cashflows and on the 2026 expected performance on the

Company. The Directors have performed an analysis of actual and potential impact of the current market

conditions on the financial position, including work performed on stress-testing such as a severe but plausible

downside scenario, and planned for mitigating actions that can be taken. The Company has sufficient liquidity

and access to sources of additional funding to enable it to meet its strategic goals as planned for at least 12

months from the signing of the financial statements.

Due to the US tariffs and subsequent market volatility, forecasting the potential financial impact on the

Company remains challenging. The Directors are actively monitoring the situation.

Because of the diversity of its revenue base, its liquidity and the strength of its balance sheet, the Directors are

confident that the Company is a going concern and the financial statements have been prepared on a going

concern basis.

Directors' liabilities

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying

third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in

force throughout the last financial year and as at the date of signature of the financial statements. The Company

does not have its own Directors’ and Officers’ liability insurance but is covered by a scheme run by its ultimate

parent, Prudential Financial, Inc., maintained throughout the financial year in respect of itself and its Directors.

Page 10

PGIM Private Capital Limited

Directors' Report for the Year Ended 31 December 2025 (continued)

Statement of directors' responsibilities in respect of the financial statements

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with

applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the

directors have prepared the financial statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure

Framework”, and applicable law).

Under company law, Directors must not approve the financial statements unless they are satisfied that they give

a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing the financial statements, the Directors are required to:

• select suitable accounting policies and apply them consistently;

• state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed,

subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors are responsible for safeguarding the assets of the Company and hence for taking reasonable steps

for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and

explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of

the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.

Directors' confirmations

In the case of each Director in office at the date the Directors’ Report is approved:

• so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are

unaware; and

• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware

of any relevant audit information and to establish that the Company’s auditors are aware of that

information.

Reappointment of independent auditors

It is the intention of the Directors to reappoint the independent auditors, PricewaterhouseCoopers LLP, in

accordance with the requirements of Section 487 of the Companies Act 2006.

Approved by the Board on 21 April 2026 and signed on its behalf on 21 April 2026 by:

.........................................

E. A. Jolly

Director

Page 11

Independent auditors’ report to the members of PGIM Private Capital Limited

Report on the audit of the financial statements

Opinion

In our opinion, PGIM Private Capital Limited’s financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for

the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and

applicable law); and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Financial Statements (the

“Annual Report”), which comprise: the Statement of Financial Position as at 31 December 2025; the Income

Statement and the Statement of Changes in Equity for the year then ended; and the notes to the financial

statements, comprising material accounting policy information and other explanatory information.

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 company 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, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

Conclusions relating 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 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 company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the

relevant sections of this report.

Page 12

Independent auditors’ report to the members of PGIM Private Capital Limited

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 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.

With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required

by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report

certain opinions and matters as described below.

Strategic report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic

report and Directors’ Report for the year ended 31 December 2025 is consistent with the financial statements

and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the

audit, we did not identify any material misstatements in the Strategic report and Directors’ Report.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities in respect of 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 company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or

have no realistic alternative but to do so.

Page 13

Independent auditors’ report to the members of PGIM Private Capital Limited

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 company and industry, we identified that the principal risks of non-

compliance with laws and regulations related to breaches of UK regulatory principles, such as those governed by

the Financial Conduct Authority,, 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 the Companies Act 2006. 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 manipulation of financial data to present a more favourable

financial or capital position and the posting of inappropriate journal entries to increase revenue.. Audit

procedures performed by the engagement team included:

• Enquiries with management, including consideration of known or suspected instances of non-compliance

with laws and regulations and fraud;

• Reviewing correspondence with the Financial Conduct Authority in relation to compliance with laws and

regulations;

• Reviewing relevant meeting minutes, including those of the Board of Directors;

• Challenging assumptions and judgements made by management in their significant accounting estimates;

• Identifying and testing journal entries, in particular any journal entries posted with unusual account

combinations against revenue; and

• Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our

testing.

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.

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.

Page 14

Independent auditors’ report to the members of PGIM Private Capital Limited

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 Chapter 3 of Part 16 of the Companies Act 2006 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 Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not

been received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

......................................

Victoria Tallon (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

21 April 2026

The notes on pages 19 to 42 form an integral part of these financial statements

Page 15

PGIM Private Capital Limited

Income Statement for the Year Ended 31 December 2025


		2025	2024
	Note	£	£
Revenue	4	24,993,827	23,586,396
Administrative expenses		(19,521,933)	(19,700,716)
Other income	5	—	36,048
Revaluation gain	14	—	57,133
Operating profit	6	5,471,894	3,978,861
Finance income	7	595,809	923,552
Finance costs	8	(225,710)	(236,765)
Net finance income		370,099	686,787
Profit before tax		5,841,993	4,665,648
Income tax expense	11	(1,502,491)	(233,877)
Profit for the financial year		4,339,502	4,431,771

The above results were derived from continuing operations.

There was no other comprehensive income for the year (2024: £nil).

The notes on pages 19 to 42 form an integral part of these financial statements.

Page 16

PGIM Private Capital Limited

Statement of Financial Position as at 31 December 2025


		2025	2024
	Note	£	£
Non-current assets
Property, plant and equipment	12	1,810,050	2,096,686
Right-of-use assets	13	4,209,340	4,656,235
Investments	14	—	—
		6,019,390	6,752,921
Current assets
Trade and other receivables	15	6,396,630	1,903,481
Income tax receivable		—	79,762
Cash and cash equivalents	16	23,071,543	21,136,401
		29,468,172	23,119,644
Total assets		35,487,562	29,872,565
Current liabilities
Lease liabilities	19	(426,813)	(776,064)
Trade and other payables	20	(17,579,483)	(11,795,877)
Income tax liability		(20,556)	—
		(18,026,852)	(12,571,941)
Net current assets		11,441,320	10,547,703
Total assets less current liabilities		17,460,710	17,300,624
Non-current liabilities
Lease liabilities	19	(3,922,902)	(3,989,650)
Provisions	23	(47,419)	(22,658)
Deferred tax liabilities	11	(29,603)	(72,430)
		(3,999,924)	(4,084,738)
Total liabilities		(22,026,776)	(16,656,679)
Net assets		13,460,786	13,215,886
Capital and reserves
Called up share capital	17	8,500,000	8,500,000
Other reserves	18	13,868	13,868
Profit and loss account		4,946,918	4,702,018
Total equity		13,460,786	13,215,886

The notes on pages 19 to 42 form an integral part of these financial statements.

Page 17

PGIM Private Capital Limited

Statement of Financial Position as at 31 December 2025 (continued)

The financial statements on pages 15 to 42 were approved by the Board on 21 April 2026 and signed on its

behalf on 21 April 2026 by:

............................

J. S. Brown

Director

Registration number: 01331817

The notes on pages 19 to 42 form an integral part of these financial statements.

Page 18

PGIM Private Capital Limited

Statement of Changes in Equity for the Year Ended 31 December 2025


	Called up share capital	Other reserves	Retained earnings	Total
	£	£	£	£
At 1 January 2024	8,500,000	13,868	5,507,944	14,021,812
Profit for the financial year	—	—	4,431,771	4,431,771
Total comprehensive income	—	—	4,431,771	4,431,771
Dividends	—	—	(5,305,814)	(5,305,814)
Share based payment transactions	—	—	68,117	68,117
At 31 December 2024	8,500,000	13,868	4,702,018	13,215,886


	Called up share capital	Other reserves	Retained earnings	Total
	£	£	£	£
At 1 January 2025	8,500,000	13,868	4,702,018	13,215,886
Profit for the financial year	—	—	4,339,502	4,339,502
Total comprehensive income	—	—	4,339,502	4,339,502
Dividends	—	—	(4,000,000)	(4,000,000)
Share based payment transactions	—	—	(94,602)	(94,602)
At 31 December 2025	8,500,000	13,868	4,946,918	13,460,786

Page 19

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 - General information

PGIM Private Capital Limited ('PPC' or the 'Company') is a wholly owned subsidiary of PGIM Financial

Limited ('PFL') and of its ultimate parent, Prudential Financial, Inc. ('PFI'). The results of PPC are consolidated

into the results of the ultimate controlling party, Prudential Financial, Inc., which are publicly available at 751

Broad Street, Newark, NJ 07102.

2 - Accounting policies

Summary of material accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The Company prepared its financial statements in accordance with Financial Reporting Standard 101 -

Reduced Disclosures Framework ('FRS 101'). The financial statements have been prepared on a going on

concern basis under the historical cost convention and in accordance with the Companies Act 2006.

Summary of disclosure exemptions

(a) the requirements of IFRS 7 Financial instruments: Disclosures to disclose quantitative and qualitative

information regarding risks arising from all financial instruments held by the Company. Equivalent disclosures

are included in the consolidated financial statements of PFI, the Company's ultimate parent;

(b) the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement to disclose the valuation

techniques and inputs used to develop fair value measurements for assets and liabilities held at fair value.

Equivalent disclosures are included in the consolidated financial statements of PFI, the Company's ultimate

parent;

information in respect of

(i) Paragraph 79(a)(iv) of IAS 1 to prepare a reconciliation of share capital at the beginning and end of the

period;

(d) the requirements of the following paragraphs of IAS 1:

a. 10(d) to prepare a statement of cash flows;

b. 16 to make an explicit statement of compliance with all IFRSs;

c. 38A to present a minimum of two primary statements, including cash flow statements;

d. 38B-D to present additional comparative information, and

e. 111 to present cash flow information, such as the ability to generate cash;

Page 20

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

Summary of disclosure exemptions (continued)

(e) the requirements of IAS 7 Statement of Cash Flows to present a cash flow statement for the Company;

(f) the requirements of paragraphs 30 and 31 of IAS 8 Accounting policies, changes in accounting estimates

and errors to present the disclosure of information when an entity has not applied a new IFRS that has been

issued but is not yet effective;

(g) the requirements of paragraph 17 of IAS 24 Related party disclosures to disclose key management

personnel compensation in total and for all applicable categories;

(h) the requirements of IAS 24 Related party disclosures to disclose related parties transactions entered into

between two or more members of a group; and

(i) the requirements of paragraphs 45(b) and 46 - 52 of IFRS 2 Share-based payment to disclose the details of

the number and weighted-average exercise prices at the share options, and how the fair value of goods or

services received was determined.

Going concern

The Company is FCA regulated and holds capital sufficient to provide resilience against a severe yet plausible

event as part of its normal business activity. In order to ensure the Company continues to hold sufficient capital

for regulatory purposes and liquidity to meet obligations as they fall due capital and liquidity adequacy are

monitored on an ongoing basis.

The Directors have performed an analysis of expected cashflows and on the 2026 expected performance on the

Company. The Directors have performed an analysis of actual and potential impact of the current market

conditions on the financial position, including work performed on stress-testing such as a severe but plausible

downside scenario, and planned for mitigating actions that can be taken. The Company has sufficient liquidity

and access to sources of additional funding to enable it to meet its strategic goals as planned for at least 12

months from the signing of the financial statements.

Due to the US tariffs and subsequent market volatility, forecasting the potential financial impact on the

Company remains challenging. The Directors are actively monitoring the situation.

Because of the diversity of its revenue base, its liquidity and the strength of its balance sheet, the Directors are

confident that the Company is a going concern and the financial statements have been prepared on a going

concern basis.

Page 21

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

New standards, interpretations and amendments

During the year, the following amendments to accounting standards came into effect:

• Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates -introduction of explicit

requirements for determining exchange rate when a currency is not commonly exchangeable into another

currency.

Upcoming new standards, interpretations and amendments

• IFRS 18: Presentation and Disclosure in Financial Statements: this standard will replace IAS1 and is aimed

at improving financial reporting by requiring additional defined subtotals in the statement of profit or loss

and enhanced disclosures about management-defined performance measures. The standard comes into

effect on 1 |January, 2027, with 2026 comparative information.

Following a review of the amendments, the Directors consider that none of the standard, interpretations and

amendments effective for the first time from 1 January 2025 have had a material effect on the financial

statements.

Revenue

The Company earns revenue from the provision of loan origination, sourcing, sub-advisory and asset

management services to related party investment funds for which it receives fees. The Company also charges

its divisional parent, PGIM, Inc., for loan origination services performed on a cost-plus basis.

Accounting policy - IFRS 15

The Company recognises revenue under IFRS 15 Revenue from Contracts with Customers, which recognises

revenue based on the transfer of control rather than the transfer of risks and rewards and employs a 5 step

model to recognising revenue:

IFRS 15 introduces a 5 step model to recognising revenue:

(a) Identify the contract with a customer:

Asset management and sub-advisory fees are governed by asset management and advisory agreements and loan

origination, sourcing and the re-charge of costs by transfer pricing agreements which detail the enforceable

rights and obligations in respect of which the Company can expect to receive money;

(b) Identify the performance obligations in the contract:

IFRS 15 employs the concept of performance obligations, which are essentially the units of account for

revenue recognition. The Company recognises its asset management and sub-advisory revenue by reference to

individual funds and its loan origination and sourcing and re-charge revenue by reference to counterparty. The

asset management, sub-advisory, loan origination and sourcing and transfer pricing agreements include

promises to deliver services to a customer and, to the extent that those promises are distinct, they represent the

discrete performance obligations which are accounted for separately.

Page 22

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

The asset management, sub-advisory, loan origination and sourcing and transfer pricing agreements detail the

agreed fees to be paid. The fees may be fixed in price and/or variable. The variability of the fee income relates

to either the value of the underlying assets upon which the fee is based, or the variability of the costs to be re-

charged. Where variable fee income is determined by reference to the underlying value of assets, the valuation

of those assets is performed by a third party. Where variable re-charge income is determined by reference to

costs incurred, the costs to be re-charged are determined when incurred. No significant management judgement

is required to determine the transaction price.

(d) Allocate the transaction price to the performance obligations:

In respect of asset management and sub-advisory fees, the fee rate detailed in the agreement is usually applied

to the assets under management, calculated on an average daily basis. In respect of re-charged costs, the

amount of costs is re-charged to the counterparty with either a percentage margin or no margin, depending on

the transfer pricing agreement. No significant management judgement is required to allocate the transaction

price as the pricing approach is detailed in the agreement.

(e) Recognise revenue when the performance obligation is satisfied:

By nature of the service provided, the provision of services is deemed to be simultaneously received and

consumed by the customer and on this basis fees are accrued throughout the contract period on the basis of the

fee rate agreed in the asset management agreement. At regular periods throughout the year, either quarterly or

monthly depending on the agreement, the accrued fees will be adjusted to the actual fee earned during the

period at the time the invoice is issued.

The Company recognises loan origination and sourcing fees as they occur and variable revenue, in the form of

performance fees, is recognised only once the conditions have been met. Judgement is applied in relation to the

accounting for variable consideration, which is only recognised to the extent that it is highly probable that no

revenue reversal will occur.

In respect of re-charge revenue, revenue is recorded on an incurred basis.

Revenue disaggregation

Note 4 “Revenue” disaggregates the revenue of the Company into management fees in respect of the

investment origination and sourcing, sub-advisory and asset management fees, representing meaningful

categories for the Company’s business.

Page 23

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

Foreign currencies

Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary

economic environment in which the Company operates (the ‘functional currency’). The Company’s functional

and presentation currency is Pounds Sterling (£).

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Company at

exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies,

outstanding at the balance sheet date, are translated at the exchange rates ruling at that date.

Foreign exchange differences arising on translation are recognised in the Income Statement specifically in

administrative expenses. Non-monetary assets and liabilities that are measured in terms of historical cost in a

foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and

liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional

currency at foreign exchange rates ruling at the dates the fair value was determined.

Tax

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Income

Statement except to the extent that it relates to items recognised directly in equity, in which case it is

recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates

enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous

years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they

reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax

assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,

and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different

taxable entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and

liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the

extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred

tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the

related tax benefit will be realised.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly

liquid investments with original maturities of three months or less.

Page 24

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

Property, plant and equipment

Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. Costs includes the

original purchase price of the asset and the costs attributable to bringing the asset to its working conditions for

its intended use.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each

reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if it is

greater than its estimated recoverable amount.

Any impairment loss on an asset carried at depreciated historical cost is recognised in the profit and loss

account.

Depreciation

The rates of depreciation, charged in equal instalments, are as follows:


Leasehold improvements	Over term of the lease
Office equipment, furniture and fittings	25% per annum

IFRS 9 Financial Instruments

i) Classification

The Company classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value through profit or loss ('FVPL'); and

• Those to be measured at amortised cost.

For assets measured at fair value, gains and losses will be recorded in profit or loss. The Company reclassifies

debt investments when and only when its business model for managing those assets changes. The Company’s

management has assessed which business models apply to the financial assets held by the Company and has

classified its financial instruments into the appropriate IFRS 9 categories.

ii) Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial

asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of

the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

iii) Impairment of financial assets

The Company's significant financial assets that are subject to IFRS 9’s expected credit loss model are trade and

other receivables. The Company has not suffered any losses as a result of trade debtors or counterparty defaults

during the year (2024: nil).

iv) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the

Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive

cash flows from the financial assets have expired

Page 25

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

Investments

Unrealised holding gains and losses are recognised in other income.

Trade and other receivables

A regular review is performed of all the Company’s receivables. If there is significant uncertainty regarding the

recoverability of any of its debtors, a provision is recognised. If there is strong evidence indicating the amounts

recognised in the Statement of Financial Position will not be recovered, they will be written off.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost

less provision for impairments.

The Company has applied the simplified approach to measuring expected credit losses for trade and other

receivables (excluding prepayments) and the Company will measure lifetime credit losses at all times for trade

and other receivables.

Trade and other payables

Creditors are recognised initially at fair value and subsequently measured at amortised cost.

Dividend income

Dividend income is recognised when the right to receive payment is established.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a

past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can

be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the

expenditure required to settle the obligation at the reporting date and are discounted to present value where the

effect is material.

Provisions for dilapidations

Provisions for dilapidations are recognised on a lease by lease basis and based on the Company's best estimate

of the likely committed cash flow.

The Company held a lease for office space at Bishopsgate and dilapidation provision has been estimated to

make right any changes made to the office space during the tenancies.

Defined contribution pension scheme

A defined contribution pension scheme is a post-employment benefit plan under which the Company pays

fixed contributions into a separate entity and will have no legal or constructive obligation to pay further

amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in

the Income Statement in the periods during which services are rendered by employees.

Page 26

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

Share based payments

The Company participates in the ultimate parent PFI's share-based incentive schemes, for stock options and

restricted stock units. PFI's Omnibus Incentive Plan provides stock‑based awards including stock options, stock

appreciation rights, restricted stock shares, restricted stock units, stock‑settled performance shares, and

cash‑settled performance units. The Company recognises an expense based on the fair value of the options

granted. This cost is spread over the three-year vesting period for each grant. These amounts have been

included in employee costs for the period with corresponding amounts included in equity. Disclosures for the

scheme have been provided in note 22 to the financial statements.

Dividend equivalents are generally provided on restricted stock shares and restricted stock units outstanding as

of the record date. Dividend equivalents are generally accrued on target performance shares and units

outstanding as of the record date. These dividend equivalents are paid only on the performance shares and units

released up to a maximum of the target number of shares and units awarded. Generally, the requisite service

period is the vesting period.

At each balance sheet date the entity revises its estimates of the number of options that are expected to vest. It

recognises the impact of the revision to original estimates, if any, in the Income Statement, with a

corresponding adjustment to equity.

Administrative expenses

Administrative expenses are comprised of costs incurred by the Company. These are recognised on an accrual

basis.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other

resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred

and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial

statements in the period in which the dividends are approved by the Company's shareholders.

Page 27

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 - Accounting policies (continued)

IFRS 16 leases

In December 2023, the Company signed a 10 year lease to occupy Level 32 of 8 Bishopsgate, London EC2N

4BQ (Bishopsgate Office), this came into effect 1 February 2024.

For leases classified as operating leases under IAS 17, these lease liabilities were measured at the present value

of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January

2019.

In applying IFRS 16, the Company has used the following practical expedients permitted by the standard:

• Applying a single discount rate to a portfolio of leases with similar characteristics.

• Accounting for operating leases with a remaining lease term of less than 12 months as short-term leases.

• Using hindsight in determining the lease term where the contract contains options to extent or terminate the

lease.

• Leases with an annual value of less than £5,000 were recognised in the Income Statement.

Measurement of right-of-use assets:

Right-of-use assets were measured at cost comprising the following:

• The amount of the initial measurement of lease liability, and

• Any lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are subject to depreciation through the profit and loss, with the estimated useful economic

life calculated as the term of the lease.

Measurement of lease liabilities:

Lease liabilities are measured at the present value of the remaining lease payments, discounted using the

lessee’s incremental borrowing rate. The weighted average incremental borrowing rate applied to the lease

liabilities recognised on 1 January 2019 in respect of the London Bridge Office lease was 2.23%. The weighted

average incremental borrowing rate applied to the lease liabilities recognised in respect of the Bishopsgate

Office was 5.26%.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily

determined, which is generally the case for leases in the Company, the lessee's incremental borrowing rate

(‘IBR’) is used, being the rate that the lessee would have to borrow the funds necessary to obtain an asset of

similar value to the right-of-use asset in a similar economic environment with similar terms, security and

conditions. The IBR is composed of two components, the spread rate and the country risk free rate (the country

specific bond rate). Lease payments are allocated between principal and finance cost. The finance cost is

charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the

remaining balance of the liability for each period.

The Company's activities associated with short-term leases and all leases of low-value assets are recognised on

a straight-line basis as an expense in the Income Statement.

Page 28

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

3 - Critical accounting estimates and judgements

The preparation of the financial statements in conformity with FRS 101 requires management to make

judgements, estimates and assumptions that affect the application of accounting policies and the reported

amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimates are revised and in any future periods affected.

Estimates made in the preparation of these financial statements are as follows:

• The Company utilises a share based payments programme for senior staff. The calculation of the liability

under this programme incorporates certain assumptions which are disclosed in note 22 to the financial

statements.

• Following the introduction of IFRS 16 lease accounting, the lease payments are discounted using the interest

rate implicit in the lease.

Significant judgements made in the preparation of these financial statements are as follows:

• Deferred tax has been recognised in line with the accounting policy above. The Company has recognised

deferred tax assets based on an assessment of future profitability and an ability to recover these tax assets.

• The Company follows PFL policy and applies a single discount rate to a portfolio of leases with reasonably

similar characteristics (e.g. term and similar economic environments) to determine the right-of-use asset and

corresponding lease liability to be recognised in the Statement of Financial Position following the introduction

of IFRS 16. As the PFL makes use of a centralised treasury function for its funding, it was judged appropriate to

use a rate to reflect this, adjusted for local conditions.

• In determining the lease term, management considers all facts and circumstances that create an economic

incentive to exercise an extension option, extension options are only included in the lease term if the lease is

reasonably determined to be extended.

Page 29

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

4 - Revenue


	2025	2024
Total revenue comprises:	£	£
Management fees in respect of the investment origination and sourcing	21,155,198	21,298,250
Sub-advisory fees	—	821
Asset management fees	3,838,629	2,287,325
	24,993,827	23,586,396

Management fees in respect of the investment origination and sourcing services provided by the Company are

charged to related companies.

5 - Other income

The analysis of the company's other operating income for the year is as follows:


	2025	2024
	£	£
Dividends received	—	36,048

6 - Operating profit

Operating profit is stated after charging/(crediting):


	2025	2024
Fees payable to Company’s auditors in respect of:	£	£
- audit of the Company’s financial statements	155,498	121,854
- audit related assurance services	5,900	5,646
Staff costs (Note 9)	13,220,690	13,750,766
Depreciation on tangible fixed assets (Note 12)	295,563	257,764
Depreciation on right-of-use assets (Note 13)	446,895	643,852
Foreign exchange losses/(gains)	79,328	(123,525)
Management recharges from PFI Group Companies	4,033,866	3,367,459
Other Expenses	1,307,481	1,676,898

Management recharges from PFI Group Companies include costs relating to shared services support, legal and

professional fees and other expenses.

7 - Finance income


	2025	2024
	£	£
Interest income from third parties	595,809	923,552

Page 30

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

8 - Finance costs


	2025	2024
	£	£
Interest paid to Group undertakings	1,297	1,516
Interest expense on leases - Property	224,413	235,249
	225,710	236,765

9 - Staff costs

The aggregate payroll costs (including Directors' remuneration) were as follows:


	2025	2024
	£	£
Wages and salaries	10,504,211	11,036,788
Social security costs	1,662,605	1,569,075
Share-based payment expenses	534,549	558,834
Pension costs	519,326	586,069
	13,220,690	13,750,766

The monthly average number of persons employed by the Company (including Directors) during the year,

analysed by category was as follows:


	2025	2024
By activity:	No.	No.
Investment advisers	30	28
Finance and administration	6	9
	36	37

10 - Directors' remuneration


	2025	2024
	£	£
Directors' emoluments	2,947,583	3,009,376
Amounts (excluding shares) receivable under long term incentive schemes	354,766	315,954
Contributions paid to pension schemes	28,500	24,000
	3,330,849	3,349,330

Page 31

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

10 - Directors' remuneration (continued)

Remuneration of the highest paid Director


	2025	2024
	£	£
- directors' emoluments	1,093,801	1,068,327
- contribution to pension schemes	10,000	10,000
	1,103,801	1,078,327

The value of awards receivable by the highest paid Director under long-term incentive schemes is £nil (2024:

£107,215). The highest paid Director had no accrued UK defined benefit plan entitlements at the end of the year

(2024: none). None of the Directors exercised share options in the year (2024: none). Three (2024: three)

directors received shares under long term incentive schemes in respect of qualifying services. Three of the

Directors (2024: three) were members of the Company defined contributions pension plan operated for all

eligible employees of the Company and other affiliated companies which operate in the UK.

The emoluments of D. J. Campbell, T. Sirvanci and E. A. Jolly are paid by the Company. The emoluments of M.

L. Fioramonti, are paid by PGIM, Inc., the parent company of PGIM Financial Limited, the immediate parent of

the Company. The emoluments of M. G. Fresson, are paid by PGIM European Services Limited, a subsidiary of

Prudential Financial, Inc.

Included in remuneration are amounts paid to Directors for their qualifying services to affiliated companies. It is

not possible to make an accurate apportionment of their emoluments in respect of each affiliated company.

Accordingly, no recharges have been made.

Page 32

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

11 - Income tax expense


	2025	2024
	£	£
Total current tax
Current year	1,545,318	—
Other adjustments	—	—
Prior year tax adjustment	—	896
Total current tax	1,545,318	896
Total deferred tax:
Origination and reversal of temporary differences	(42,827)	450,293
Total deferred tax	(42,827)	450,293
Tax on profit	1,502,491	233,877

The tax on profit for the year is lower than the standard rate of corporation tax in the UK (2024:higher than the

standard rate of corporation tax in the UK) of 25.00% (2024: 25.00%).

The differences are reconciled below:


	2025	2024
	£	£
Profit before taxation	5,841,993	4,665,648
Dividends received	—	(36,048)
Total	5,841,993	4,629,600
Corporation tax at standard rate	1,460,498	1,157,400
Increase (decrease) arising from group relief tax reconciliation	—	(937,316)
Increase (decrease) in current tax from adjustment for prior periods	—	896
Increase (decrease) from effect of capital allowances depreciation	24,744	(2,648)
Increase (decrease) from effect of expenses not deductible in determining taxable profit (tax loss)	17,249	(4,500)
Increase (decrease) from effect of exercise employee share options	—	—
Increase (decrease) from changes in tax provisions due to legislation	—	20,045
Total tax charge	1,502,491	233,877

Corporation Tax in the UK is a corporate tax levied on the annual profits made by UK resident companies and

branches of overseas companies. The UK Corporation Tax Main rate (companies with profits over £250,000) is

currently 25%.

Page 33

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

11 - Income tax expense (continued)

Deferred tax

Recognised deferred tax liabilities

Deferred tax liabilities are attributable to the following:


	2025	2024
	£	£
Share based payments	190,121	186,161
Decelerated capital allowances	(219,724)	(258,591)
	(29,603)	(72,430)

The deferred tax liability is calculated using the 25.00% corporation tax rate (2024: 25.00% corporation tax

rate). The Directors, after evaluating forecasts and future profitability, consider that sufficient future profits will

be generated to offset the deferred tax credits and have therefore recognised the deferred tax asset.

Deferred tax movement during the year:


	At 1 January 2025	Recognised in income	At 31 December 2025
	£	£	£
Share-based payment	186,161	3,960	190,121
Decelerated capital allowances	(258,591)	38,867	(219,724)
	(72,430)	42,827	(29,603)

Deferred tax movement during the prior year:


	At 1 January 2024	Recognised in income	At 31 December 2024
	£	£	£
Share-based payment	152,657	33,504	186,161
Decelerated capital allowances	(12,151)	(246,440)	(258,591)
IFRS 16 Leases	20,045	(20,045)	—
	160,551	(232,981)	(72,430)

Page 34

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

11 - Income tax expense (continued)

OECD Pillar Two

The Group of which the Company is a member is within the scope of the OECD Pillar Two model rules. The

Company is in a Jurisdiction that has adopted a Qualified Domestic Minimum Top-up Tax (QDMTT) and an

Income Inclusion Rule (IIR) effective for the financial year beginning 1 January 2024. In addition, for the

undertaxed profits rule (UTPR) the commencement date will be on or after the 31 December 2025.

The Group does not expect to have an OECD Pillar Two related current tax exposure in the jurisdiction from the

application of the QDMTT and IRR, while there could be open items with respect to the application of the

proposed Pillar Two rules which will determine how and to what degree the Company will be impacted by the

adopted Pillar 2.

The Group applies the exception to recognizing and disclosing information about deferred tax assets and

liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

12 - Property, plant and equipment


	Leasehold improvements	Office equipment, furniture and fittings	Total
	£	£	£
Cost or valuation
At 1 January 2024	1,006,976	582,295	1,589,271
Additions	1,751,923	346,038	2,097,961
At 31 December 2024	2,758,899	928,333	3,687,232
At 1 January 2025	2,758,899	928,333	3,687,232
Additions	2,559	6,367	8,926
At 31 December 2025	2,761,458	934,700	3,696,158
Accumulated depreciation
At 1 January 2024	859,513	473,269	1,332,782
Depreciation charge for the financial year	160,891	96,873	257,764
At 31 December 2024	1,020,404	570,142	1,590,546
At 1 January 2025	1,020,404	570,142	1,590,546
Depreciation charge for the financial year	195,390	100,172	295,562
At 31 December 2025	1,215,794	670,314	1,886,108
At 31 December 2025	1,545,664	264,386	1,810,050
At 31 December 2024	1,738,495	358,191	2,096,686

Page 35

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

13 - Right-of-use assets


	Property	Total
	£	£
Cost or valuation
At 1 January 2024	6,847,132	6,847,132
Additions	—	—
At 31 December 2024	6,847,132	6,847,132
At 1 January 2025	6,847,132	6,847,132
Additions	—	—
At 31 December 2025	6,847,132	6,847,132
Accumulated depreciation
At 1 January 2024	1,547,045	1,547,045
Charge for year	643,852	643,852
At 31 December 2024	2,190,897	2,190,897
At 1 January 2025	2,190,897	2,190,897
Depreciation charge for the financial year	446,895	446,895
At 31 December 2025	2,637,792	2,637,792
Carrying amount
At 31 December 2025	4,209,340	4,209,340
At 31 December 2024	4,656,235	4,656,235

In December 2023, the Company signed a 10 year lease to occupy Level 32 of 8 Bishopsgate, London EC2N

4BQ (Bishopsgate Office), this came into effect 1 February 2024.

Under IFRS 16, the asset and liability arising from the lease are initially measured on a present value basis.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability;

• any lease payments made at or before the commencement date less any lease incentives received

The right-of-use assets are subject to depreciation through the profit and loss, with the estimated useful

economic life calculated as the term of the lease.

Page 36

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

14 - Investments


	2025	2024
	£	£
At 1 January	—	248,682
Revaluation gain	—	57,133
Disposals	—	(305,815)
At 31 December	—	—

Investments comprised equity shares in PPCIL a private company. PPCIL is incorporated in Ireland. The

registered address is Letterkenny Business & Technology Park, Letterkenny, Co. Donegal, F92 W8CY, Ireland.

The Company does not own any of the ordinary shares of PPCIL (2024: 5.45%). On 9 December 2024, the

5.45% share capital of PPCIL was paid to PGIM Financial Limited as a dividend in specie.

15 - Trade and other receivables


	2025	2024
	£	£
Trade receivables	456,479	810,054
Amounts due from PFI Group companies	5,505,010	678,727
Prepayments	361,722	236,358
Other receivables	73,419	178,342
	6,396,630	1,903,481

Accrued income is also included within trade receivables.

Amounts included within amounts due from PFI Group companies are interest free, unsecured and repayable

according to the terms of the agreement.

The Company has not suffered any losses because of trade debtor or counterparty defaults during the year

(2024: £nil). The Company applies the IFRS 9 simplified approach to measuring expected credit losses ('ECL')

which uses a lifetime expected loss allowance for all trade and other receivables and no expected loss allowance

was recognised during the year (2024: £nil).

16 - Cash and cash equivalents


	2025	2024
	£	£
Cash at bank	23,071,543	21,136,401

Page 37

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

17 - Called up share capital

Allotted, called up and fully paid shares


	2025		2024
	No.	£	No.	£

Ordinary shares of £1 each	8,500,000	8,500,000	8,500,000	8,500,000

Page 38

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

18 - Other reserves


	2025	2024
	£	£
At 1 January	13,868	13,868
At 31 December	13,868	13,868

The capital contribution reserve of £13,868 (2024: £13,868) represents an irrevocable gift to the Company from

PGIM Financial Limited, and is a distributable reserve.

19 - Lease liabilities


	2025	2024
	£	£
Lease liability as at 1 January	4,765,714	5,352,681
Add: New lease	—	—
Add: Interest expense on lease liabilities	224,413	235,248
Less: Rental payments in the financial year (including rent-free period)	(640,412)	(822,215)
Lease liability as at 31 December	4,349,715	4,765,714


	2025	2024
	£	£
Current portion of long term lease liabilities	426,813	776,064
Long term lease liabilities	3,922,902	3,989,650
	4,349,715	4,765,714

Page 39

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

19 - Lease liabilities (continued)

The Company leased the Eighth Floor of East Building, One London Bridge, London SE1 9BG (London Bridge

Office) under a 10 year lease signed on 8 August 2014 by PFL. The Company occupied the entirety of the office

space, which, in support of an inter-affiliate agreement, was deemed to transfer the benefits and obligations of

the lease to the Company. The lease ended on 7 August 2024 and had no lease liabilities as at 31 December

2024.

The company signed a 10 year lease on 20 December 2023, effective 1 February 2024 to occupy Level 32 of 8

Bishopsgate. This lease can be terminated by the Company after the end of the fourth year of the lease

("termination date"), by giving 12 months written notice. Notice given prior to the termination date would incur

a break clause penalty.

Lease payments of £640,412 were made during the year (2024: £822,215). There was a 9-month rent free period

in 2024.

Measurement of lease liability

The lease liability includes the net present value of the following lease payments:

• fixed payments, less any lease incentives receivable;

• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the

commencement date.

Lease payments to be made under reasonably certain extension options are also included in the measurement of

the liability.

As there is no interest rate implicit in the lease, the discount rate used is based on the Company's incremental

borrowing rate ('IBR'), or the rate that the Company would have to pay to borrow the funds necessary to obtain

an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security

and conditions. The IBR is composed of two components, the spread rate and the country risk free rate (the

country specific bond rate). The spread rate applied is broadly equivalent to the PGIM, Inc. borrowing rate, this

is because the IBR is effectively the rate of interest a lessee would have to pay to borrow the equivalent of the

lease payments. If the Company were to borrow outside of PGIM Financial Limited, it is probable that in the

absence of other assets with which to secure the loan PGIM, Inc. would be asked to offer a guarantee, the lender

in this instance would take the credit rating of PGIM, Inc. into consideration when determining the borrowing

rate, which would bring the local borrowing rate into line with the PGIM, Inc. rate adjusted for the country risk

free rate. The weighted average incremental borrowing rate applied to the lease liabilities recognised on 1

January 2019 in respect of the London Bridge lease was 2.23%.

The Company is exposed to potential future increases in variable lease payments based on an index or rate,

which are not included in the lease liability until they take effect. During 2020 the lease was subject to a rent

review, bringing the rent payable back in-line with market rates. No additional adjustments are expected to be

made for the remainder of the lease contract.

The weighted average incremental borrowing rate applied to the lease liabilities recognised in respect of the

Bishopsgate lease was 5.26%.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss

over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability

for each period.

Page 40

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

20 - Trade and other payables


	2025	2024
Current	£	£
Accrued expenses	8,270,462	8,301,780
Amounts owed to Group affiliates	9,309,021	3,494,097
	17,579,483	11,795,877

Amounts included within amounts due to PFI Group affiliates are interest free, unsecured and repayable

according to the terms of the agreement.

21 - Pension and other schemes

The Company participates in the Pramerica UK Retirement Savings Plan in which there is a defined benefit plan

and a defined contribution plan.

Defined benefit pension schemes

The defined benefit plan was closed to new members in 2001 and closed to new contributions in 2011. There are

no current employees of the Company participating in the defined benefit plan. Accounting for the assets and

liabilities of the plan is included in the financial statements of PGIM European Services Limited, a subsidiary of

PFI and the principal employer for the plan.

There is no requirement under the contribution timetable for the Company to make contributions to the defined

benefit plan.

Defined contribution pension schemes

Contributions made by the Company are paid wholly into the defined contribution plan and, in 2025, amounted

to £519,326 (2024: £586,069). At the year-end, £nil remained payable to the scheme (2024: £nil).

22 - Share-based payments

The Company’s equity settled share based payment plan consists entirely of Prudential Financial, Inc.’s

Omnibus Incentive Plan (‘Omnibus Plan’) which was adopted by the Board of Directors of Prudential Financial,

Inc. in March 2003, and subsequently amended and restated in November 2008. Prudential Financial, Inc.'s

Omnibus Incentive Plan provides stock‑based awards including stock options, stock appreciation rights,

restricted stock shares, restricted stock units, stock‑settled performance shares, and cash‑settled performance

units. Under the Omnibus Plan, eligible employees may be awarded a combination of Restricted Stock Units and

Stock Options which vest over a 3-year period and are exercisable over a 10-year period after which they expire.

Dividend equivalents are generally provided on restricted stock shares and restricted stock units outstanding as

of the record date. Dividend equivalents are generally accrued on target performance shares and units

outstanding as of the record date. These dividend equivalents are paid only on the performance shares and units

released up to a maximum of the target number of shares and units awarded. Generally, the requisite service

period is the vesting period.

Page 41

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

22 - Share-based payments (continued)

Restricted stock units

A restricted stock unit is an unfunded, unsecured right to receive a share of Prudential Financial, Inc.’s Common

Stock at the end of a specified period of time, which is also subject to forfeiture and transfer restrictions. The

restrictions on restricted stock units will lapse on the third anniversary of the date of grant. The number of units

is determined over the performance period, and may be adjusted based on the satisfaction of certain performance

goals.

The following table summarises restricted stock award activity for the year ended 31 December 2025 and 2024:


	2025	2024
Non-vested Shares	Number of Shares	Number of Shares
At 1 January	12,806	12,066
Granted	7,011	7,848
Vested	(5,844)	(82)
Cancelled	(1,660)	(5,596)
Transfers out to PGIM European Services Limited	—	(1,430)
At 31 December	12,313	12,806

The movements in the weighted average grant-date fair value of restricted stock units during the years ended 31

December 2025 and 2024 were as follows:


	2025	2024
Non-vested Shares	£	£
At 1 January	83.04	83.99
Granted	85.07	82.37
Cancelled	82.44	80.83
Vested	81.89	79.15
Transfers out to PGIM European Services Limited	—	83.55
At 31 December	82.21	83.04

The Company recorded an expense of £534,549 (2024: £558,834) in share-based payments, related to restricted

stock units, during the year ended 31 December 2025.

On 1 September 2024, the contracts of certain functional employees were novated across to PGIM European

Services Limited. The outstanding balance relating to these employees as at 31 December was then subsequently

derecognised from the accounting records of the Company and recognised in those of PGIM European Services

Limited.

The amount relating to the acquisition of shares from the ultimate parent company to satisfy this obligation upon

vesting is recognised in Retained Earnings on the Statement of Changes in Equity.

Page 42

PGIM Private Capital Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

23 - Provisions

Provisions for dilapidations are recognised on a lease by lease basis and based on Company's best estimate of

the likely committed cash flow.

The Company held a lease for office space at Bishopsgate. A dilapidation provision has been estimated to make

right any changes made to the office space during the tenancies.

£24,761 of dilapidation provision was made in 2025 (2024:£22,658).

24 - Related party transactions

The Company has taken advantage of the disclosure exemption available under FRS 101 in respect of the

requirements of IAS 24 Related party disclosures to disclose related parties transactions entered into between

two or more members of a group.

The smallest group to consolidate these financial statements is PGIM, Inc., a company incorporated in the

United States of America. Copies of the PGIM, Inc. consolidated financial statements can be requested from the

Company Secretary at 3 Gateway Center, 100 Mulberry Street, Newark, NJ 07102. The ultimate parent

undertaking and largest group to consolidate these financial statements is Prudential Financial, Inc.. Copies of

the Prudential Financial, Inc. consolidated financial statements can be requested from the Company Secretary at

751 Broad Street, Newark, NJ 07102. Related parties of the Company comprise the ultimate parent and other

subsidiaries of the ultimate parent, principally PGIM Inc, for which the Company performs and receives

Investment Advisory and Investment Management services.

The Company is a wholly owned direct subsidiary of PFL during the year and at balance sheet date. On 1

January 2026, the company became a wholly owned direct subsidiary of PGIM, Inc.

25 - Contingent liabilities

The Company has rent and VAT guarantees related to the French and Italian branches of PPC Ireland in the total

amount of €230,933 (2024:€84,768) . There are no other contingent liabilities.

26 - Capital management

The Company's main objectives in managing its capital are as follows:

• ensure continued compliance with its capital requirements as outlined by the FCA; and

• ensure surplus capital in excess of its capital requirements is deployed appropriately, to protect the overall

returns of the Company and with due consideration to the Group’s liquidity.

The Company was successful in meeting its objectives during this and the previous financial year.

The Company’s capital is represented by the Company's total equity as disclosed in the Statement of Changes in

Equity. As at 31 December 2025 this totalled £13,460,786 (2024: £13,215,886). The Company's objective when

managing capital is to safeguard its ability to continue as a going concern in order to maintain a strong capital

base to support the development of the business and provide returns for shareholders.

27 - Non adjusting events after the financial year

In December 2025, the Directors of the immediate parent, PGIM Financial Limited, resolved to pay the share

capital of the Company to PGIM, Inc. by way of a dividend in specie, effective 1 January 2026.


Company Information	1
Strategic Report	2 - 7
Directors' Report	8 - 10
Independent Auditors' Report	11 - 14
Income Statement	15
Statement of Financial Position	16 - 17
Statement of Changes in Equity	18
Notes to the Financial Statements	19 - 42


Directors	D. J. Campbell
	M. L. Fioramonti
	E. A. Jolly
	T. Sirvanci
	J. S. Brown


Registered office	Grand Buildings
	1-3 Strand
	Trafalgar Square
	London
	WC2N 5HR


Independent auditors	PricewaterhouseCoopers LLP
	Chartered Accountants and Statutory Auditors
	7 More London Riverside
	London
	SE1 2RT


Company secretary	L. D. King