wk-2025-12-31-ixbrl

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PGIM Fund Management Limited

Strategic Report for the Year Ended 31 December 2025

The Directors present their Strategic Report for PGIM Fund Management Limited ('PGIMFM' or the 'Company')

for the year ended 31 December 2025.

Just after the financial year, the company underwent a name change. Effective from 9th January 2026, the

company's name was changed from PGIM Private Alternatives (UK) Limited to PGIM Fund Management

Limited. This change was made to better reflect our business direction and to align with our strategic goals.

The change of name was duly registered with the relevant authorities, and all future documentation, invoices, and

communications will reflect our new name. Our company registration number remains unchanged.

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’) a company incorporated in the United States, the asset management division

of Prudential Financial Inc, (‘PFI’) a company incorporated in the United States and listed on the New York

Stock Exchange (NYSE; PRU).

The Company is authorised as an Alternative Investment Fund Manager and regulated by the FCA and is

authorised by the Securities and Exchange Commission ('SEC') as an investment advisor. PGIMFM forms part of

the PGIM Private Alternatives business line and provides investment management and investment advisory

services (collectively ‘Asset Management services’) to a range of clients under mandate, including single client

account, institutional investors (including PGIM, Inc., PFI and other subsidiaries of PFI ('PFI Group')) and

Alternative Investment Funds, principally collective investment schemes investing in real estate related debt. The

Company also holds an interest in PGIM Real Estate Carry & Co-Invest SCSp, a Luxembourg Limited Liability

Partnership through which it manages co-invest activity in two funds and from which it expects to receive carry

interest in the future. As of 31 December 2025 neither of the two funds were in a carried interest position.

Business review

Review of Company performance

Whilst 2025 continued to be a challenging time for global markets as a whole, the performance of the Company

has proven to be robust.

The value of Assets under Management ('AUM') of the Company has decreased during the year, with AUM of

£2.8bn as at 31 December 2025 compared to £3.5bn as at 31 December 2024. Revenue fell year on year to

£49,124,507 driven by a decrease in all revenue streams (2024: £58,260,166), with performance fees of £307,713

recognised during the year (2024: £4,299,330).

The Directors proposed a £5,000,000 interim dividend for the year 2025 (2024: £8,000,000). No final dividend

was proposed for the year 2025 (2024: £nil).

Section 172(1) Statement

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.

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PGIM Fund Management Limited

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

(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 continue to pursue their longer term strategy of aligning the Company’s activity to that of the

PGIM Fund Management Division.

The Company is subject to the FCA’s Investment Firms Prudential Regime (“IFPR”) and calculates its capital

and liquidity requirements based on the FCA’s MIFIDPRU guidance. In addition to reviewing the Company’s

performance and its ability to meet its obligations as they fall due, the Directors ensure the Company has

sufficient capital and liquidity above external and internal early warning indicators of these requirements when

considering making dividend payments. An interim dividend of £5,000,000 was proposed for the year 2025

(2024: £8,000,000). No final dividend was proposed for the year 2025 (2024: £nil).

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

Company and to support the management of the Company with its Economic and Social Governance. The Global

Head of ESG is based in the London office.

(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.

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PGIM Fund Management Limited

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

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

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.

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.

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PGIM Fund Management Limited

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

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

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.

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, and as a result, has not experienced an increase in the aging of its receivables.

(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.

The Company’s Grand Building offices uses 100% renewable energy for its electricity supply.

(e) The desirability of the Company maintaining a reputation for high standards of business conduct

There is Prudential, Inc. wide 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.

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PGIM Fund Management Limited

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

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

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

Key Performance Indicators

The Company's key financial and other performance indicators during the year were as follows:


	2025	2024 (As restated)*
	£	£
Revenue	49,124,507	58,260,166
Profit before tax	3,226,892	5,995,252
Income tax expense	(839,870)	(167,361)
Profit for the financial year	2,387,022	5,827,891

*Refer to Prior period adjustments under Accounting Policies

As well as profitability, the Directors consider Assets Under Management ('AUM') for the principal business

lines to be a key measure of performance.


	2025	2024
Assets Under Management	£m	£m
Real Estate	2,801	3,548

Principal risks and uncertainties

The Company’s strategic goals in 2025 are to continue to develop its asset management activities and to grow its

AUM.

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 as a result of

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 GBP, notably in Euro and USD. The Company is exposed to Counterparty Credit Risk in

that it has internal and external creditors but the Directors believe this risk to be mitigated by the fact that a

significant proportion of the balance is held with other associated entities of the Group and there is no history of

material 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 GBP. To the

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

able to utilise various hedging strategies to mitigate this risk. Foreign risk exposure is monitored at the Group

level and currency hedges are used when appropriate.

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PGIM Fund Management Limited

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

Principal risks and uncertainties (continued)

Credit Risk

Credit risk arises mainly from cash and receivables from third parties, and 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.

Liquidity Risk

The Company manages liquidity risk through a combination of maintenance of cash surpluses, funding lines with

affiliated companies and detailed regular forecasting of the Company’s funding requirements, and does not

consider liquidity risk to be material.

Inflation Risk

The inflation rate remained high in the UK during the year. The cost base of the entity consists predominantly of

staff costs. The hybrid cost plus model of the entity ensures price increases are compensated for by increased

revenue and on this basis the Company has not been significantly impacted by increased inflation rate.

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:

H. C. Day

Director

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PGIM Fund Management 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 PGIMFM 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, and 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:

H. C. Day

A. J. S. MacLand

M. R. Crowther

M. G. Fresson (resigned 28 February 2026)

I. Sfaxi

Z. Bachmann (appointed 17 February 2025)

S. B. Hose (appointed 24 March 2025)

The following director was appointed after the year end:

J. S. Brown (appointed 1 March 2026)

Dividends

An interim dividend of £5,000,000 was made in the year (2024: £8,000,000). No final dividend payment was

made in the year (2024: £nil).

Future outlook and events after the Balance Sheet date

The Company will continue to manage Alternative Investment Funds and to seek new investment opportunities.

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

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PGIM Fund Management Limited

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

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, trade receivables and payables as detailed in the

Statement of Financial Position (2024: cash, trade receivables and payables).

Regulatory Approvals

The Company is authorised by the Financial Conduct Authority as an Alternative Investment Fund Manager

(full-scope UK AIFM).

In addition to being a full-scope UK AIFM, the Company has MiFID “top-up” permissions that enables it to

perform investment management services for separate account customers.

The Company, under its MiFID top-up permissions, has a Permanent Minimum Requirement of capital of

£75,000.

Streamlined Energy and Carbon Report

The Company is required to report on UK energy use and carbon emissions.

In this context Green House Gas (“GHG”) emissions from the leased offices in Trafalgar Square have been

quantified and then allocated to the Company on the basis of the square footage occupied by the Company. This

formal inventory process uses the operational control approach per the World Resource Institute (WRI)/ World

Business Council for Sustainable Development (WBCSD) Greenhouse Gas Protocol (GHGP) to define its

organizational boundaries. The PFI Group maintains an Inventory Management Plan (IMP) which records

institutional, managerial, and technical procedures and processes used annually to collect and manage reliable

GHG data. The Company’s office in Trafalgar Square uses 100% renewable energy for its electricity supply.

Scope 1 emissions are identified as stationary combustions (e.g. natural gas, propane for heating, diesel used in

emergency generators), mobile combustions (e.g. leased vehicles for executive transport, employee shuttles) and

refrigeration/air conditioning equipment use.

Scope 2 emissions are indirect emissions from acquired electricity, steam, heat, and cooling.

Scope 3 emissions which include business travel relating to PGIM Fund Management Limited related activity

(including commercial air transport, intercity rail, employee mileage reimbursements, public transit, rental cars

and hotel stays), as well as emissions from fuel and energy related activities not included in Scope 1 and Scope

The energy consumption data was collected from the management companies of the buildings or directly from

energy supplier invoices. The data is predominantly from meter readings specifically related to the areas of the

buildings occupied by PGIM in the UK. The emission factors applied to the report are kg CO2e. The source of

the emission factors is the government (BEIS) factors:

https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2025

The intensity ratio per £100,000 revenue was selected to give an appropriate year on year comparison of the

carbon emissions as the Company’s business grows.

The GHG emissions and energy use data for the financial years 2025 and 2024:

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PGIM Fund Management Limited

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

Streamlined Energy and Carbon Report (continued)


	2025	2024
Energy consumption used to calculate emissions: kWh (gas and electricity)	50,328	54,422
Emissions from activities for which the Company is responsible including combustion of fuel and operation of facilities / (Scope 1) tCO2e	4	5
Emissions from purchase of electricity, heat, steam and cooling purchase for own use / (Scope 2) tCO2e	5	6
Emissions from business travel / (Scope 3) tCO2e	133	134
Total gross emissions (Scope 1+2+3) tCO2e	142	145
Intensity ratio: tCO2e / £100,000 revenue	0.02	0.02

Engagement with suppliers, customers and other relationships

As referenced in the Section 172 statement in the Strategic Report, 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. As part of their engagement with stakeholders, the Directors review and

challenge the Business Payment practices and Performance reporting to ensure that suppliers are paid within

agreed terms.

Following a review of the Modern Slavery Act, the Company has engaged with its suppliers to ensure mutual

compliance. The Company seeks to establish positive relationships with the local regulatory authorities.

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, remuneration and

investment policies. These disclosures are unaudited and included on the Group’s website.

www.pgim.com/node/909

Financial Risk Management

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

section of the strategic report.

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PGIM Fund Management Limited

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

Going Concern

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

Market conditions continued to reflect the impact of elevated interest rates and instability across the

international geopolitical landscape.

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’ indemnity statement

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 is in force 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.

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PGIM Fund Management 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 of Directors on 21 April 2026 and signed on its behalf on 21 April 2026 by:

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

H. C. Day

Director

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PGIM Fund Management Limited

Independent auditors’ report to the members of PGIM Fund Management Limited

(formerly PGIM Private Alternatives (UK) Limited)

Report on the audit of the financial statements

Opinion

In our opinion, PGIM Fund Management Limited (formerly PGIM Private Alternatives (UK) 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 Income Statement as at 31 December 2025;

• the Statement of Financial Position for the year then ended;

• 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.

Page 14

PGIM Fund Management Limited

Independent auditors’ report to the members of PGIM Fund Management Limited

(formerly PGIM Private Alternatives (UK) Limited) (continued)

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 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

Page 15

PGIM Fund Management Limited

Independent auditors’ report to the members of PGIM Fund Management Limited

(formerly PGIM Private Alternatives (UK) Limited) (continued)

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.

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 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 the 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.

Page 16

PGIM Fund Management Limited

Independent auditors’ report to the members of PGIM Fund Management Limited

(formerly PGIM Private Alternatives (UK) Limited) (continued)

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 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 20 to 37 form an integral part of these financial statements.

Page 17

PGIM Fund Management Limited

Income Statement for the Year Ended 31 December 2025


		2025	2024 (As restated)*
	Note	£	£
Revenue	4	49,124,507	58,260,166
Administrative expenses		(47,023,782)	(53,475,363)
Operating profit	5	2,100,725	4,784,803
Finance income	6	1,129,327	1,214,145
Finance costs	7	(3,160)	(3,696)
Net finance income		1,126,167	1,210,449
Profit before tax		3,226,892	5,995,252
Income tax expense	14	(839,870)	(167,361)
Profit for the financial year		2,387,022	5,827,891

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

*Refer to Prior period adjustments under Accounting Policies

The notes on pages 20 to 37 form an integral part of these financial statements.

Page 18

PGIM Fund Management Limited

Statement of Financial Position as at 31 December 2025


		2025	2024 (As restated)*
	Note	£	£
Non-current assets
Investments		93	76
Property, plant and equipment	10	72,551	—
		72,644	76
Current assets

Trade and other receivables	11	18,561,455	13,229,124
Deferred tax asset	14	62,086	—
Cash	12	45,836,109	39,529,655
		64,459,650	52,758,779
Total assets		64,532,294	52,758,855
Current liabilities
Trade and other payables	13	(44,857,880)	(30,472,336)
Income tax liability	14	(69,416)	(182,954)
		(44,927,296)	(30,655,290)
Net current assets		19,532,354	22,103,489
Total assets less current liabilities		19,604,998	22,103,565
Net assets		19,604,998	22,103,565
Capital and reserves
Called up share capital	15	10,000,000	10,000,000
Profit and loss account		9,604,998	12,103,565
Total equity		19,604,998	22,103,565

The financial statements on pages 20 to 37 were approved by the Board on 21 April 2026 and signed on behalf

of the board on 21 April 2026 by:

*Refer to Prior period adjustments under Accounting Policies

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

J. S. Brown

Director

Registration Number: 03205768

The notes on pages 20 to 37 form an integral part of these financial statements.

Page 19

PGIM Fund Management Limited

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


	Note	Share Capital	Retained Earnings (As restated)*	Total
		£	£	£
At 1 January 2024		10,000,000	14,015,907	24,015,907
Profit for the financial year		—	5,827,891	5,827,891
Total comprehensive income		—	5,827,891	5,827,891
Dividends	18	—	(8,000,000)	(8,000,000)
Share-based payment transactions		—	259,767	259,767
At 31 December 2024		10,000,000	12,103,565	22,103,565


	Note	Share Capital	Retained Earnings	Total
		£	£	£
At 1 January 2025		10,000,000	12,103,565	22,103,565
Profit for the financial year		—	2,387,022	2,387,022
Total comprehensive income		—	2,387,022	2,387,022
Dividends	18	—	(5,000,000)	(5,000,000)
Share-based payment transactions		—	114,411	114,411
At 31 December 2025		10,000,000	9,604,998	19,604,998

*Refer to Prior period adjustments under Accounting Policies

Page 20

PGIM Fund Management Limited

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

1 General information

PGIM Fund Management Limited ('PGIMFM') formerly PGIM Real Estate (UK) Limited ('PGIMRE'), is a

wholly owned subsidiary of PGIM Financial Limited ('PFL') and of its ultimate parent, Prudential Financial,

Inc. ('PFI'). The results of PGIMFM are consolidated into the results of the ultimate controlling party, PFI,

which are publicly available at 751 Broad Street, Newark, NJ 07102.

2 Accounting policies

Summary of material accounting policies

This note provides a list of the material accounting policies adopted in the preparation of these financial

statements to the extent they have not already been disclosed in the other notes. These policies have been

consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

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

Reduced Disclosure Framework (‘FRS 101’). The financial statements have been prepared under the historical

cost convention, as modified by the revaluation of financial instruments measured at fair value through profit

or loss, and in accordance with the Companies Act 2006 as applicable to companies using FRS 101.

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;

(ii) Paragraph 73(e) of IAS 16 Property, plant and equipment to disclose a reconciliation of the carrying

amount at the beginning and end of the period for the prior year;

(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 21

PGIM Fund Management 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 financial statements have been prepared on a going concern basis.

Market conditions continued to reflect the impact of elevated interest rates and instability across the

international geopolitical landscape.

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 2025 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 22

PGIM Fund Management 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 management services to related party and third party

investment funds for which it receives asset management fees, transaction fees and performance fees. The

Group also charges its divisional parent, PGIM Inc. for certain services performed on a cost-plus basis.

Services are performed in support of the PGIM Fund Management business lines as well as senior relationship

management of PGIM Inc.'s European institutional clients.

Accounting policy - IFRS 15

The Company recognises revenue under IFRS 15, which recognises revenue based on the transfer of control

rather than the transfer of risks and rewards.

Under IFRS 15 revenue is recognised using a 5 step model approach:

(1) Identify the contract with a customer:

Each revenue stream recognised by PGIMFM is covered by an asset management or transfer pricing agreement

which details the enforceable rights and obligations of each party for the provision of services.

(2) Identify the performance obligations in the contract:

IFRS 15 employs the concept of performance obligations. The Company recognises its revenue by reference to

type of revenue stream. The Company recognises transaction fees as they occur and variable revenue, in the

form of performance fees, is recognised only once the conditions have been met. In respect of re-charge

revenue, revenue is recorded on an incurred basis. Performance fees of £307,713 were recognised in 2025

(2024: £4,299,330).

Where it is determined that the performance obligations associated with the Company’s revenue streams are

met over the period of time, revenue is recorded to the extent that it is highly probable that a significant

reversal will not occur.

The asset management and transfer pricing agreements include promises to deliver services to the customer

and, to the extent that those promises are distinct, they represent discrete performance obligations which are

accounted for separately.

Page 23

PGIM Fund Management Limited

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

2 Accounting policies (continued)

Revenue (continued)

(3) Determine the transaction price:

The asset management and transfer pricing agreements detail the agreed fees to be paid. The fees may be fixed

in price and/or variable. Where variable, the amount of consideration to which the Company becomes entitled

and the related conditions are detailed in the agreement. 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.

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

The transaction price is determined by the asset management or transfer pricing agreement. In respect of asset

management fees, the fee rate detailed in the agreement is usually applied to the assets under management. In

respect of re-charged costs, the amount of costs is re-charge 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.

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

By nature of the service provided, the provision of asset management 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.

Performance obligations: IFRS 15 employs the concept of performance obligations. The Company recognises

its revenue by reference to type of revenue stream. The Company recognises transaction fees as they occur and

variable revenue, in the form of performance fees, is recognised only once the conditions have been met. In

respect of re-charge revenue, revenue is recorded on an incurred basis. Where it is determined that the

performance obligations associated with the Company’s revenue streams are met over the period of time,

revenue is recorded to the extent that it is highly probable that a significant reversal will not occur.

Revenue disaggregation

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

investment, sub-advisory and asset management fees, representing meaningful categories for the Company’s

business.

Page 24

PGIM Fund Management 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 tax

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.

Investments

Investments in securities are classified on initial recognition as available-for-sale and are carried at fair value,

except where their fair value cannot be measured reliably, in which case they are carried at cost, less any

impairment. Unrealised holding gains and losses other than impairments are recognised in other comprehensive

income. On maturity or disposal, net gains and losses previously deferred in accumulated other comprehensive

income are recognised in income. Interest income on debt securities, where applicable, is recognised in

income using the effective interest method. Dividends on equity securities are recognised in income when

receivable.

Page 25

PGIM Fund Management 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. Cost includes the

original purchase price of the asset and the costs attributable to bringing the asset to its working condition 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:

Office equipment, furniture and fittings 25 % per annum

Cash

Cash include cash in hand, deposits held at call with banks, other short-term highly liquid investments with

original maturities of three months or less.

Trade and other receivables

Trade and other receivables are amounts due from customers for merchandise sold or services performed in the

ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the

business if longer), they are classified as current assets. If not, they are presented as fixed assets.

Trade and other receivables are recognised initially at the transaction price. They are subsequently measured at

amortised cost using the effective interest method, less provision for impairment. A provision for the

impairment of Trade and other receivables is established when there is objective evidence that the company

will not be able to collect all amounts due according to the original terms of the Trade and other receivables.

Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year

or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current

liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost

using the effective interest method.

Called up 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.

Page 26

PGIM Fund Management Limited

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

Administrative expenses

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

basis and in certain cases management uses estimates and assumptions to determine the probable costs that will

be incurred by the Company.

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.

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.

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 16 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.

Page 27

PGIM Fund Management Limited

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

Prior period adjustments

The Company identified a prior period error relating to the incorrect recognition of management fees with

group companies. This resulted in an overstatement of both Revenue and Trade and other receivables.

The comparative figures have been corrected by reversing the intercompany receivable and the associated

management fee income. The impact of the restatement is a reduction of £1,414,637 in both Revenue and

Trade and other receivables.


	2024 reported	Restatement to correct prior period error	2024 restated
	£	£	£
Revenue	59,674,803	(1,414,637)	58,260,166
Profit and loss account (retained earnings)	13,518,202	(1,414,637)	12,103,565
Trade and other receivables	14,643,761	(1,414,637)	13,229,124

The comparative information in Note 14 (income tax expense) has been restated to correct the prior period

presentation of group relief. The restatement has no impact on the total tax charge or tax payable.

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.

No significant estimates have been made in the preparation of these financial statements.

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

The Company is entitled to receive performance fees based on the performance of certain real estate funds, for

which it performs investment management services, such performance fees are based upon the investment

return in those funds meeting pre-defined performance targets across the life of the fund. Accordingly, the

amount of variable consideration earned under this revenue stream is recognised as revenue to the extent that it

is highly probable that a significant reversal will not occur. The Directors have reviewed the funds in question

and have concluded that performance fee should be recognised at this time because fund performance target

were met.

Page 28

PGIM Fund Management Limited

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

4 Revenue

The analysis of the Company's revenue for the year from continuing operations is as follows:


	2025	2024 (As restated)*
	£	£
Performance fees received and receivable	307,713	4,299,330
Management fees received and receivable from PFI Group affiliates	9,896,168	10,974,674
Management fees received and receivable from PFI Group companies	35,166,714	35,735,749
Management fees received and receivable from third parties	3,753,912	7,250,413
Total revenue	49,124,507	58,260,166

*Refer to Prior period adjustments under Accounting Policies

5 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	145,065	125,634
- audit related assurance services	25,900	5,646
Management recharges from PFI Group companies	7,329,228	20,559,608
Staff costs (Note 8)	32,987,243	24,381,402
Foreign exchange (profit)/ loss	(77,412)	2,697
Asset management costs	344,469	1,372,517
Depreciation	6,802	—
Other expenses	6,262,488	7,027,858

Following the novation of certain supplier contracts to the Company, other expenses includes administrative

costs previously included in the management recharges from PFI Group companies.

6 Finance income


	2025	2024
	£	£
Interest income on bank deposits	1,129,327	1,214,145

Page 29

PGIM Fund Management Limited

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

7 Finance costs


	2025	2024
	£	£
Bank Charges	3,160	3,696

8 Staff costs

The contracts of employees of PGIM Financial Limited who support the business were novated to PGIM Fund

Management Limited on 1 September 2024. These staff expenses had previously been re-charged to the

Company and recognised as administrative costs, included in the management recharges from PFI Group

companies.

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


	2025	2024
	£	£
Wages and salaries	26,018,829	20,833,646
Social security costs	4,201,919	2,713,901
Other staff costs	262,920	75,772
Share-based payment expenses	1,044,593	320,395
Other pension costs	1,458,982	437,688
	32,987,243	24,381,402

The average number of persons employed by the company (including directors) during the year, analysed by

category was as follows:


	2025	2024
	No.	No.
Investment advisers	50	10
Finance and administration	32	16
	82	26

Page 30

PGIM Fund Management Limited

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

9 Directors' remuneration


	2025	2024
	£	£
Directors' emoluments	3,879,485	2,307,482
Amounts (excluding shares) receivable under long term incentive schemes	183,279	562,196
Contributions to pension schemes	78,409	12,931
	4,141,173	2,882,609


	2025	2024
Remuneration of the highest paid Director:	£	£
Directors' emoluments	1,264,975	861,451
Amounts (excluding shares) receivable under long term incentive schemes	334,709	445,000
Contributions to pension scheme	8,500	—
	1,608,184	1,306,451

Seven Directors received Restricted Stock Units and/or Options during the year (2024: Five). Six Directors are

members of the defined contributions scheme operated for the benefit of all eligible employees of the PGIM

Financial Limited group. (2024: Five). Five Directors (2024: Five) received shares under long term incentive

schemes in respect of their qualifying services during the year. The highest paid Director did not have any

accrued UK defined benefit plan entitlements at the end of the year (2024: £nil). The highest paid Director did

not exercise any options during the year (2024: £nil).

The emoluments of the Directors of the Company are paid by the Company with the exception of M. G.

Fresson, who is 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 31

PGIM Fund Management Limited

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

10 Property, plant and equipment


	Office equipment, furniture and fittings	Total
Cost	£	£
At 1 January 2025	—	—
Additions	54,692	54,692
Transfer from PGIM Financial Limited	356,371	356,371
At 31 December 2025	411,063	411,063
Accumulated Depreciation
At 1 January 2025	—	—
Charge for the financial year	6,836	6,836
Transfer from PGIM Financial Limited	331,676	331,676
At 31 December 2025	338,512	338,512
Carrying amount
At 31 December 2025	72,551	72,551
At 31 December 2024	—	—

11 Trade and other receivables


	2025	2024 (As restated)*
	£	£
Trade and other receivables from PFI Group affiliates	2,824,895	3,134,486
Trade and other receivables from PFI Group companies	13,282,876	5,487,194
Trade receivables from third parties	1,247,355	4,106,692
Prepayments	409,185	500,752
Other receivables from third parties	797,144	—
	18,561,455	13,229,124

Accrued income is also included within trade and other receivables.

Amounts due from PFI Group companies are receivable as per the terms agreed in the support services

agreement, generally repayable within 90 days.

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. There were no

expected credit losses for 2025 (2024: £nil).

*Refer to Prior period adjustments under Accounting Policies

Page 32

PGIM Fund Management Limited

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

12 Cash


	2025	2024
	£	£
Cash at bank	45,836,109	39,529,655

13 Trade and other payables


	2025	2024
	£	£
Accrued expenses	25,331,499	19,394,711
Amounts due to PFI Group companies	19,408,491	11,048,752
Trade and other payables to third parties	117,890	28,873
	44,857,880	30,472,336

Amounts due to PFI Group companies are payable as per the agreed terms in the intercompany recharge

agreement.

14 Income tax expense

Tax charged in the Income Statement:


	2025	2024 (As restated)*
	£	£
Current taxation
UK corporation tax	806,723	1,498,813
Disallowable expenses / depreciation in excess of capital allowances / stock options deductible and non-deductible	95,233	133,271
Group relief	—	(1,632,084)
Prior year tax adjustment	—	167,361
Total current income tax	901,956	167,361
Deferred Taxation
Arising from temporary differences	(62,086)	—
	839,870	167,361

No income tax is recognised in Other Comprehensive Income (2024: £nil).

The tax expense for the year is higher than than (2024: lower than) the standard rate of corporation tax in the

United Kingdom for the year ended 31 December 2025 of 25.0% (2024: 25.0%).

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 Fund Management Limited

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

14 Income tax expense (continued)


	2025	2024 (As restated)*
	£	£
Profit before taxation	3,226,892	5,995,252
Profit before taxation multiplied by standard rate of corporation tax in UK 25.0%	806,723	1,498,813
Disallowable expenses / depreciation in excess of capital allowances / stock options deductible and non-deductible	33,147	133,271
Group relief	—	(1,632,084)
Depreciation in excess of capital allowances	—	—
Prior year tax adjustment	—	167,361
Total tax charge	839,870	167,361

*Refer to Prior period adjustments under Accounting Policies

Income tax payable

The Company made a payment on account of £1,016,000 (2024: £382,000) relating to the expected tax liability

for 2025 tax year. The total tax charge for the financial year was £839,870 (2024: £167,361). This resulted in

an income tax payable of £69,416 (2024: payable of £182,954) and a deferred tax receivable of £62,086 (2024:

nil).

Deferred tax

Deferred tax assets


	Asset
2025	£
Stock Options deductible and non-deductible	62,086
	62,086

Deferred tax movement during the year:


	At 1 January 2025	Recognised in income	At 31 December 2025
	£	£	£
Stock Options deductible and non- deductible	—	62,086	62,086

Page 34

PGIM Fund Management Limited

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

14 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 2024.

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.

15 Called up share capital

Allotted, issued and fully paid: ordinary shares of £1 each


	2025		2024
	No.	£	No.	£
Ordinary shares of £1 each	10,000,000	10,000,000	10,000,000	10,000,000

New shares allotted

During the year, there were no Ordinary shares allotted for consideration (2024: £nil).

16 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 £1,458,982 (2024: £437,688). At the year-end, £nil remained payable to the scheme (2024: £nil).

Page 35

PGIM Fund Management Limited

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

17 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.

Restricted stock units

Restricted stock units and long term incentive awards are unfunded, unsecured rights 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 and long term incentive awards 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.

Page 36

PGIM Fund Management Limited

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

17 Share-based payments (continued)

The following table summarises restricted stock award activity for the years ended 31 December 2025 and

2024:


	2025	2024
Non-vested shares	Number of shares	Number of shares
At 1 January	20,280	—
Adjustments	(626)	—
Transfer from PGIM Financial Limited	10,211	20,280
Granted	19,847	—
Cancelled	(1,161)	—
Released	(12,217)	—
At 31 December	36,334	20,280

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	83.87	—
Adjustments	82.86	—
Transfer from PGIM Financial Limited	80.66	83.87
Granted	84.96	—
Cancelled	82.73	—
Released	83.12	—
At 31 December	82.40	83.87

The Company recorded an expense of £1,044,593 (2024: £320,395) in share-based payments, related to

restricted stock units, during the year ended 31 December 2025.

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.

18 Dividends

Interim dividends paid


	2025	2024
	£	£
Interim dividend of £0.5 (2024 - £0.8) per each Ordinary share was paid during the year	5,000,000	8,000,000

Page 37

PGIM Fund Management Limited

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

19 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 was a wholly owned direct subsidiary during the year and at balance date. On 1 January 2026,

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

20 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 Financial Conduct

Authority (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 Company’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 £19,604,998 (2024 (restated): £22,103,565). 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.

21 Non adjusting events after the financial year

In December, 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.


Solicitors	CMS Cameron McKenna Nabarro Olswang LLP
	Cannon Place
	78 Cannon Street
	London
	EC4N 6AF


Company Information	1
Strategic Report	2 to 7
Directors' Report	8 to 12
Independent Auditors' Report	13 to 16
Income Statement	17
Statement of Financial Position	18
Statement of Changes in Equity	19
Notes to the Financial Statements	20 to 37


Directors	H. C. Day
	A. J. S. MacLand
	M. R. Crowther
	I. Sfaxi
	Z. Bachmann
	S. B. Hose
	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