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PARTNERS GROUP PRIVATE EQUITY LIMITED
10. Corporate governance
10.1 Board of Directors
Peter McKellar
Chair of the Board
(appointed 23 November 2023)
Peter McKellar was appointed Chair of Partners Group Private Equity Limited (formerly Princess
Private Equity Holding Limited) in November 2023. He currently serves as a non-executive
director of 3i Group plc and Investcorp Capital plc and was a non-executive member of Scottish
Enterprise. He is also an advisor to Bonaccord Capital Partners. Previously, he was Executive
Chair and Global Head of Private Markets at Aberdeen Group plc, overseeing £55 billion of assets
under management ("AUM") across private equity, infrastructure, real estate, natural resources
and certain private credit capabilities. Prior to that, he was Head of Private Equity and Infrastructure
at Standard Life Investments Ltd, and Lead Manager at Standard Life Private Equity Trust, a
London listed investment trust. Mr. McKellar has over 30 years of experience in private markets,
making direct investments, co-investments and fund investments, as well as being a member and
chair of various investment committees. Peter started his career at JP Morgan in New York and
London in 1987. Mr. McKellar holds a Bachelor of Law from Edinburgh University.
Fionnuala Carvill
Chair of Management Engagement Committee
(appointed 1 September 2018)
Fionnuala Carvill is a Guernsey resident and a Chartered Fellow of The Chartered Institute for
Securities & Investment; a Fellow of the London Institute of Banking & Finance (Chartered
Institute of Bankers); a Fellow of the Chartered Governance Institute and a Governance
Professional. Ms. Carvill is a non-executive director of Investec Bank (Channel Islands) Limited,
Fair Oaks Income Limited, and Guernsey Community Foundation and a philanthropic advisor
to a family office. Previous executive positions held include Managing Director of Kleinwort
Benson (Channel Islands) Investment Management Limited; Director of Kleinwort Benson
(Channel Islands) Limited; Commission Secretary and Head of Innovation at the Guernsey
Financial Services Commission; and Director of Rothschild Bank (CI) Limited. Ms. Carvill is a
former board member of The Chartered Institute for Securities & Investment; a past President
and committee member of The Chartered Institute for Securities & Investment, Guernsey Branch;
a Liveryman of the Worshipful Company of International Bankers; and was granted Freedom of
the City of London in 2007. Ms. Carvill sits on the board of several charities, holding roles from
funding and capacity building to governance and impact assessment. She previously volunteered
with Voluntary Service Overseas ("VSO") where she took the role of Organizational Development
Advisor during a placement with the Environment Development Center of a university in the
People's Republic of China, aiming to support program delivery, aid capacity building and develop
knowledge of governance and fundraising. Ms. Carvill holds a Master's degree in Corporate
Governance
(Distinction).
Annual Report 2025 | Page 31
PARTNERS GROUP PRIVATE EQUITY LIMITED
Merise Wheatley
Chair of Audit & Risk Committee
(appointed 1 September 2018)
Merise Wheatley is a Guernsey resident and has over thirty five years' experience at Board level
in risk financing and insurance management. She is a Fellow of the Association of Chartered
Certified Accountants, having completed her training with Abbey Life Assurance and National
Mutual Life Association of Australasia in the UK, and qualified in 1982. In addition to her directorship
of Partners Group Private Equity Limited, Merise serves as a director on the Boards of a number
of non-listed regulated insurance entities in Guernsey. From 1988 until June 2019 Merise worked
for a number of leading insurance management service providers in Cayman, Guernsey, and
Malta, including Artex Risk Solutions, Heath Lambert, Marsh and Johnson Higgins, providing
strategic and operational insurance management services and serving as executive director to a
portfolio of client insurance companies. Merise is a past Chairman of the Guernsey International
Insurance Association. In 2007 she achieved the Diploma in Company Direction awarded by the
UK Institute of Directors.
Axel Holtrup
(appointed 15 February 2024)
Axel Holtrup is a seasoned private equity investor with more than 30 years of investment
experience. He is also an early stage technology investor and serves as a member of the
Supervisory Board of Deutsche Beteiligungs AG ("DBAG"), a German listed private equity
company. Previously he worked over the course of 20 years as a partner in private equity firms
AEA Investors, Silver Lake Partners and Investcorp. His responsibilities included sourcing,
executing and managing major private equity transactions across Europe. Axel started his career
in investment banking at Morgan Stanley in 1995. Axel holds a Bachelor (Hons) degree in
European Business Administration from Middlesex University in London and a Diplom
Betriebswirt from Reutlingen University in Germany. He is a German national who resides in the
UK.
Gerhard Roggemann
(appointed 21 March 2024)
Gerhard Roggemann is a German resident. He was appointed to the Board in March 2024 and
also serves as a board member for the Else
-Kroener-
Fresenius Foundation, is Deputy Chair of
the Supervisory Board for Bremer AG, and is an independent business consultant, based in
Hanover, Germany. Gerhard's professional experience includes serving as a non
-
executive
director and later as Chair of the Supervisory Board of Deutsche Beteiligungs AG (
"DBAG
"), a
Frankfurt
-listed private equity firm focused on German mid-market buyouts (2009-
2020). He has
also been a non
-executive director of a number
of prominent German and UK companies,
including Deutsche Boerse AG, Fresenius SE & Co KG
a
A, Friends Life Group Plc, F&C Asset
Management Plc, and Resolution Ltd Guernsey. Gerhard previously worked in senior
management positions at JP Morgan & Co, Norddeutsche Landesbank and WestLB. In all these
functions his responsibilities centered around investment banking, trading, and investment
management.
Nicola Paul
(appointed 2 April 2025)
Nicola Paul is a Guernsey resident and a Fellow of the Institute of Chartered Accountants in
England and Wales, having completed her training with Deloitte and qualified in 1998. She has
over 30 years’ experience working in the finance industry in the Channel Islands. Prior to becoming
a non-executive director, Nicola worked for Deloitte LLP as an Associate Partner in the UK and
Channel Islands and led teams in the provision of audit and controls engagements to both listed
and private investment funds and asset management entities. She also specialised in advising on
accounting, corporate governance and risk management matters. Nicola is a former Executive
Committee member of the Guernsey Society of Chartered and Certified Accountants and served
as the Technical Sub-Committee Chairman for 15 years until 2024. She is also a non-executive
director of Sequoia Economic Infrastructure Income Fund Limited.
Page 32 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
10.2 Directors' Report
The Directors present their report and audited consolidated financial statements of Partners Group Private Equity Limited
for the period from 1 January 2025 to 31 December 2025 in accordance with the Companies (Guernsey) Law, 2008. The
Corporate Governance Report in section 10.6 forms part of this report.
Incorporation
The entities
of the Group are incorporated and domiciled in Guernsey, Channel Islands.
Principal activity
and investment objective
Partners Group
Private Equity Limited is an investment holding company established on 12 May 1999. The Company is a
Guernsey incorporated, authorised closed-ended investment company under the Companies (Guernsey) Law, 2008 and
is listed on the London Stock Exchange ("LSE").
The Company
is a Guernsey limited liability company that invests in a diversified portfolio of private market investments
through its wholly owned subsidiary, Princess Private Equity Subholding Limited (the "Subsidiary"). The Subsidiary also
holds certain investments through its wholly owned subsidiary Princess Direct Investments, L.P. Inc. (the "Sub-Subsidiary").
The Sub-Subsidiary, the Subsidiary, and the Company form a group (the "Group").
The Company
and Group’s principal objective is set out on page 50.
Registered office
Tudor House
Le Bordage
St Peter Port Guernsey
GY1 6BD
Major developments
in the year
The Chair’s
Report and the Investment Manager’s Report contain a review of the business for the period from 1 January
2025 to 31 December 2025.
Results
The results
for the period are shown in the audited consolidated statement of comprehensive income.
Dividends
Two dividends
of EUR 0.375 each per share were declared on 30 April 2025 and 6 November 2025 and were paid on 13
June 2025 and 19 December 2025, respectively. This compares to dividends of EUR 0.355 per share, declared on 8 May
2024 and 23 October 2024, and paid on 17 June 2024 and 13 December 2024, respectively. Since the December 2017
dividend, shareholders have also been able to elect to get their dividends paid in Sterling or to elect to participate in the
Dividend Reinvestment Plan, although this does not result in the issuance of any new shares.
Share capital
There are
no restrictions regarding the transfer of the Company's securities, no special rights with regard to control attached
to the Company's securities, and no agreements between holders of the Company's securities regarding their transfer
known to the Company. In the event of a change in control, the Company's short-term credit facility will be cancelled and
Annual Report 2025 | Page 33
PARTNERS GROUP PRIVATE EQUITY LIMITED
all outstanding loans, together with accrued interest, and all other amounts accrued under the terms of the facility, will be
repayable.
Although the shareholders granted authorization to the Directors to make market acquisitions of ordinary shares, the
Company purchased and redeemed/canceled no shares during the period 1 January 2024 to 31 December 2024.
On 8
October 2025, the Company announced its intention to commence its share buyback programme following positive
Free Cash Flows as calculated under the Company's Capital Allocation Policy and allocated EUR 15 million to be used for
buybacks in the period to 31 January 2026.
During the
period from 8 October 2025 to 31 December 2025, the Company bought back 562,025 of its ordinary shares at
a cost of EUR 5,839,843 representing a discount to NAV per ordinary share that has been accretive to NAV per ordinary
share for remaining Shareholders.
On 28
January 2026, the Company announced an extension of the share buyback programme to 30 April 2026. Between
31 December 2025 and the approval of the audited consolidated financial statements, the Company repurchased a further
597,000 of its ordinary shares at a cost of EUR 6,027,290.
In advance
of any share buybacks, the Board considers i) whether the Company is able to repurchase its own shares at
that point in time (including closed period and regulatory considerations); ii) the Company's available cash resources after
supporting the dividend; and iii) other relevant circumstances.
Directors and
Directors' interests
The Directors
of Partners Group Private Equity Limited are as shown on pages 31 to 32. All directors have served
throughout the period and to date, other than Nicola Paul who was appointed as a non-executive director on 2 April 2025
to ensure appropriate succession for our longer-serving members.
The sole
director of Princess Private Equity Subholding Limited, which held office during the period, was Partners Group
Private Equity Limited.
As at
31 December 2025, the Directors had no beneficial interest in the share capital of the Company other than as shown
below:
P. McKellar (Chair):
43,000 shares
G. Roggemann: 818,460
shares
M. Wheatley: 8,000
shares
Directors’ remuneration
is disclosed in the Directors’ Remuneration Report on pages 43 to 44.
Directors' and
officers' liability insurance
The Company
maintains insurance in respect of Directors' and Officers' liability in relation to their acts on behalf of the
Company. Suitable insurance is in place and due for renewal on 6 February 2027.
Company secretary
The secretary
of the Company, as at 31 December 2025, was Aztec Financial Services (Guernsey) Limited.
Substantial interests
The European
Union Transparency Directive requires substantial shareholders to make relevant holding notifications to
the Company and the UK Financial Conduct Authority. The Company must then disseminate this information to the wider
Page 34 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
market. Those shareholders who have declared accordingly that they held above 5% of ordinary shares, as at the period
end, were:
■ Asset Value Investors Limited - 7.70%
■ Bayer-Pensionskasse VVaG - 7.66%
■ CVP / CAP Coop - 5.55%
This information has been prepared based on disclosures made by shareholders to the Company in accordance with stock
exchange rules.
Bayer-Pensionskasse VVaG
and Deutsche Asset Management Investmentgesellschaft, in its capacity as its trustee, both
report the same holding in the Company. To avoid double reporting obligations, holdings of Bayer-Pensionskasse VVaG
is the one disclosed as the substantial shareholder according to the European Union Transparency Directive.
Non-mainstream pooled
investments
The Company
intends to be operated in such a manner that its shares are not categorised as non-mainstream pooled in-
vestments. Among
other things, this requires the Company to pay dividends such that it retains no more than 15% of the
income that it receives or is deemed to receive for UK tax purposes on an annual basis, so that it would qualify as an invest-
ment trust
if it were UK tax-resident.
AIFMD
At present,
the Board considers that PGPE Ltd falls outside the scope of the Alternative Investment Fund Managers Directive
("AIFMD") as enacted in the European Union and implemented in the United Kingdom, given that neither PGPE Ltd nor its
investment manager are established in the European Union or United Kingdom, and the number of its shares in issue is
static or declining, and accordingly, it does not market new shares inside the European Union or the United Kingdom. PGPE
Ltd will reconsider this in the event that it seeks to raise capital.
Key information
document
Partners Group
AG is required to produce and publish the key information document for packaged retail and insurance-
based investment
products. The key information document is available on the Company's website
www.partnersgroupprivateequitylimited.com/investors/key-information-documents.
Investment management
arrangements
The Company
has entered into an Investment Management Agreement with Partners Group AG (the "Investment Manager").
Details of the management fees are shown within the audited consolidated financial statements. The Investment Management
Agreement automatically renews every two years but contains a two-year notice period. Termination will be without penalty
or other additional payments, save that the Company will pay management and incentive fees due and additional expenses
incurred. During the second half of 2024, in conjunction with its advisors, the Board undertook a detailed review of the terms
of the Investment Management Agreement with the objective of ensuring that the commercial terms are: fair on a relative
and absolute basis relative to peers; simple to understand; and aligned with shareholder outcomes.
Following the
review, the new fee agreements became effective from 1 January 2025 as set out in Note 5 to the consolidated
financial statements.
The continued appointment of the Investment Manager was reviewed by the Management Engagement Committee (“ME
Committee”) during 2025 and it was concluded that the performance of the Investment Manager in terms of its delivery
against the agreement governing its appointment and the objectives of the Company was satisfactory. The Board accepted
the recommendation of the ME Committee that the continued appointment of the Investment Manager on the terms agreed
was in the best interests of shareholders as a whole for the reason set out above.
Annual Report 2025 | Page 35
PARTNERS GROUP PRIVATE EQUITY LIMITED
In light however of recent investment performance and shareholder feedback, the Board is discussing with the Investment
Manager and the Company's advisers what options might establish a satisfactory path forward, that marries achieving li-
quidity for investors at a narrower discount to NAV, whilst providing long-term investors with an attractive proposition going
forward. The Board will update shareholders on its assessment at the Annual General Meeting expected to be held on 18
June 2026.
Going concern
The Group closely monitors its future anticipated cash flows and, based on these forecasts and the sensitivities which have
been run on different scenarios, the Directors have a reasonable expectation that the Group and Company have adequate
resources to continue in existence for at least the next twelve months from the date of signing the financial statements. For
this reason, they continue to adopt the going concern basis in preparing the consolidated financial statements.
Financial instruments
Information about the use of financial instruments by the Company and its Subsidiaries is given in Note 3 to the consolidated
financial statements.
Post balance sheet events
Details of significant events which occurred since the Statement of Financial Position date are contained in Note 20 to the
consolidated financial statements.
Independent auditor
At a general meeting held on 19 June 2025, PricewaterhouseCoopers CI LLP was re-appointed Independent Auditor of the
Company for the period ended 31 December 2025, and the Directors were authorized to fix their remuneration.
Annual General Meeting
The Directors propose a separate resolution on each substantial issue tabled at the Annual General Meeting ("AGM"), in-
cluding the approval of the consolidated financial statements, and publish on the Company's website
www.partnersgroupprivateequitylimited.com/investors/VKDUHKROGHUVPHHWLQJ, shortly after the AGM, details of the valid
proxies received, votes for and against and withheld in relation to each resolution. No resolution at the 2025 AGM received
more than 5.49% of votes against the Board recommendation. The next AGM will be held on 18 June 2026 at East Wing,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands GY1 3PP.
UK Modern Slavery Act
The Board acknowledges the requirement to provide information about human rights in accordance with the UK Modern
Slavery Act. The Board conducts the business of the Company ethically and with integrity and has a zero-tolerance
policy towards modern slavery in all its forms. As the Company has no employees, all its Directors are non-executive
and all its functions are outsourced, there are no further disclosures to be made in respect of employees and human
rights. A copy of the Company's Statement in respect of Modern Slavery can be found on its website at
www.partnersgroupprivateequitylimited.com.
Anti-Bribery and Corruption
The Board acknowledges that the Company's operations may give rise to possible claims of bribery and corruption. The
Board has adopted a zero-tolerance policy towards bribery and has reiterated its commitment to carry out business fairly,
honestly and openly. PGPE Ltd does not tolerate corruption, fraud, the receiving of bribes or breaches in human rights and
service providers are required to have policies and procedures in place to comply with the UK Bribery Act 2010. The
Page 36 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Company, and the Investment Manager, has anti-corruption and bribery policies in place to maintain high standards of
business integrity, a commitment to truth and fair dealing, and a commitment to complying with all applicable laws and
regulations. The Investment Manager mandates training for anti-bribery and corruption, which all employees are required
to complete annually.
Criminal Finances Act
The Board
has a zero-tolerance commitment to preventing persons associated with it from engaging in criminal facilitation
of tax evasion and will not work with any service provider who does not demonstrate the same commitment. The Board
has satisfied itself in relation to its key service providers that they have reasonable provisions in place to prevent the crim
-
inal facilitation
of tax evasion by their own associated persons and will not work with service providers who do not demonstrate
the same zero-tolerance commitment to preventing persons associated with it from engaging in criminal facilitation of tax
evasion.
Annual Report 2025 | Page 37
PARTNERS GROUP PRIVATE EQUITY LIMITED
10.3 Directors' Responsibilities Statement
Directors' duties and responsibilities
The Board meets at least quarterly, and it is the duty of each Director to inform the Board of any potential or actual conflict
of interest prior to a Board discussion. Representatives of the Investment Manager attend board meetings. The Company's
corporate brokers also attend to assist the Directors in understanding the views of major shareholders regarding the Company.
The Board
of Directors has overall responsibility for the Company's affairs and is responsible for the determination of the
investment policy of the Company, resolving conflicts and monitoring the overall portfolio of investments of the Company.
To assist the Board in the operations of the Company, arrangements have been put in place to delegate authority for per
-
forming certain
day-to-day operations of the Company to the Investment Manager, and other third-party service providers,
such as the Administrator and the Company Secretary. Although the Board meets formally at least five times a year, the
Investment Manager and Company Secretary stay in more regular contact with the Directors on a less formal basis. These
formal and informal discussions allow the Directors to constructively challenge and assist in the development of strategy.
Individual Directors have direct access to the Company Secretary and may, at the expense of the Company, seek independent
professional advice on any matter that concerns them in the furtherance of their duties.
The Directors
are responsible for preparing financial statements for each financial period that give a true and fair view, in
accordance with applicable Guernsey law and IFRS Accounting Standards, of the state of affairs of the Group and Company,
and of the profit or loss of the Group and Company for that period. In preparing those financial statements, the Directors
are required to:
■ Select suitable accounting policies and then apply them consistently.
■ Make judgments and estimates that are reasonable and prudent.
■ State whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements.
■ Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
Company will continue in business.
So far as the Board of Directors are aware,
■ There is no relevant audit information of which the Group and Company's auditor is unaware.
■ Each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself
aware of any relevant audit information and to establish that the auditor is aware of that information.
The Directors confirm that they have complied with the above requirements in preparing the audited consolidated financial
statements. The Directors of the Company have elected to prepare audited consolidated financial statements for Partners
Group Private Equity Limited for the period ended 31 December 2025 as the parent of the Group in accordance with Section
244(5) of The Companies (Guernsey) Law, 2008. They are not required to prepare individual accounts for Partners Group
Private Equity Limited for the financial period in accordance with Section 243 of The Companies (Guernsey) Law, 2008.
To the
best of their knowledge and belief:
■ The Annual Report, which includes information detailed in the Chair's report, the Investment Manager's report, the Dir-
ectors' Report, Corporate Governance Report and Risk Report, and the notes to the audited consolidated financial
statements, includes a fair review of the development and performance of the business and the position of the Company,
together with a description of the principal risks and uncertainties that the Company faces, as required by Financial
Conduct Authority's Disclosure Guidance and Transparency Rules ("DTR") 4.1.8 and DTR 4.1.11.
■
The audited consolidated financial statements, prepared in accordance with IFRS Accounting Standards, give a true
and fair view of the assets, liabilities, financial position, and profit or loss of the Company.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
As the Company is a closed-ended investment fund, it is not required to comply with UKLR 6.6.6R(8), and it has not set
out climate-related financial disclosures consistent with the recommendations provided by the Task Force on Climate-related
Financial Disclosures ("TCFD").
The AIC’s Guidance on Ongoing Charges (October 2024) recommends that companies report their ongoing charges ratio
("OCR") in their annual report. Ongoing charges are based on costs incurred in the year as being the best estimate of future
costs. The Company’s OCR is disclosed within the Annual Report in Section 9: Company Information.
The Directors
are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time
the financial position of the Group and Company and enable them to ensure that the audited consolidated financial statements
comply with The Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group
and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance
and integrity of the Group and Company website are the responsibility of the Directors. The work carried
out by the Independent Auditor does not involve consideration of these matters and, accordingly, the Independent Auditor
accepts no responsibility for any changes that may have occurred to the audited consolidated financial statements after
they were initially presented on the website. Legislation in Guernsey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
On behalf
of the Board,
Peter McKellar
Chair
20 March 2026
Annual Report 2025 | Page 39
PARTNERS GROUP PRIVATE EQUITY LIMITED
10.4 Report of the Audit & Risk Committee
The Company has established an Audit and Risk Committee (“A&R Committee”) with formally delegated duties and respons-
ibilities within written terms of reference, which is available on the Company’s website:
www.partnersgroupprivateequitylimited.com/investors/corporate-governance.
Chair and
membership
The A&R
Committee comprises Merise Wheatley (Chair), Fionnuala Carvill, Axel Holtrup, Gerhard Roggemann, and Nicola
Paul (effective 2 April 2025). The Board considers that the A&R Committee members have sufficient relevant sector exper-
ience to
enable the Committee to discharge its duties effectively, and, in accordance with the provisions of the AIC Corporate
Governance Code (the "AIC Code"), at least one member of the Committee has recent and relevant financial experience.
All members of the Committee are independent Directors, have no present links with PricewaterhouseCoopers CI LLP, the
Company’s Independent Auditor (the “Auditor” or “PwC”), and are independent of the Investment Manager.
The relevant
qualifications and experience of each member of the A&R Committee are detailed on pages 31 and 32 of
these consolidated financial statements.
Role of
the A&R Committee
The role
of the A&R Committee is set out on page 46, and a summary of meetings held during the year and attendance at
those meetings is available on page 48.
Financial Reporting
The Committee
has reviewed the Company’s Annual Report and consolidated financial statements and the half-yearly fin-
ancial report
prior to the approval of the Board with respect to meeting the Company’s financial reporting obligations. The
A&R Committee reviewed the accounting policies and practices, including the appropriateness of critical accounting policies,
judgements, and estimates, and advising the Board on whether the Annual Report and consolidated financial statements,
taken as a whole, was fair, balanced, and understandable.
The A&R
Committee has determined that the key area for judgement and estimation is the fair value of the Company’s in-
vestment portfolio.
For investments not traded in an active market, the fair value is determined by using valuation techniques
and methodologies, as deemed appropriate by the Investment Manager. These assumptions may give rise to valuations
that differ from amounts realized in the future. In previous years, the A&R Committee has also considered the calculation
of the incentive fees to be an area of judgment given the complexity of the calculation, however following the amendment
to the IMA, the A&R Committee now consider these to be significant due to their nature rather than size.
The significant
areas considered by the A&R Committee during the year were:
■
Valuation of private investments − the A&R Committee pays particular attention to this area at each meeting date, and
members of the Board discuss the approach both during those reviews and during the annual visit to the Investment
Manager. Significant valuation movements are challenged, and disposals are compared to the most recent valuation.
The review and challenge process is applied to the valuation methodologies and processes used by the Investment
Manager both for direct investments and for underlying investments in funds managed by the Investment Manager in
which the Company is invested. Whilst this area is easily the most significant for the financial statements, it is also well
understood and subject to an established process, including checks and balances at the Investment Manager, as well
as to challenge by the A&R Committee and the Independent Auditor. On this basis, the A&R Committee has concluded
that the valuation of private investments is fair and reasonable for inclusion in the audited consolidated financial statements.
■
Incentive fees are a significant area of the financial statements because of their nature rather than their size. At each
meeting, the Board reviews a schedule of fees accrued and paid, comparing it to the high water mark, and the A&R
Committee has discussed the accounting for these fees with both the Investment Manager and the Auditor. In addition,
Page 40 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
the incentive fees which crystallized on inception of the investment management fee agreement on 1 January 2025 (see
Note 5) have been subject to independent review, and subsequent movements following disposal of the related investments
are reviewed at each Board Meeting. On this basis, the A&R Committee has concluded that the incentive fees are a fair
and reasonable reflection of the terms of the investment management agreement for inclusion in the audited consolidated
financial statements.
■ Presentation and disclosure - the A&R Committee reviewed in detail the form and content of this annual report and also
of the published interim report. The objective of the review, in both cases, was to ensure that all applicable regulations
and standards were adhered to, that the disclosure given was adequate and not misleading, and that the reports were
consistent with the A&R Committee' s knowledge of the Group's activities during the relevant period. As a consequence
of this review and its other work, the A&R Committee was able to conclude that those reports were fair, balanced, and
understandable, and therefore to make appropriate recommendations to the Board for its approval and publication.
External Audit
The Group's and Company's Independent Auditor is PwC. The A&R Committee is responsible for reviewing the independence
and objectivity of the Independent Auditor and ensuring this is safeguarded notwithstanding any provision of any other
services to the Group or Company.
The Board of Directors recognizes the importance of safeguarding auditor objectivity and has taken the following steps to
ensure that auditor independence is not compromised:
■
The A&R Committee carries out an evaluation each year of the Independent Auditor as to its independence from the
Group and Company and relevant officers of the Group and Company, and that it is adequately resourced and technically
capable of delivering an objective audit to shareholders. Based on this evaluation, the A&R Committee recommends to
the Board the continuation, removal, or replacement of the Independent Auditor.
■
The A&R Committee reviews the Independent Auditor's confirmation of its independence in accordance with Crown
Dependencies' Audit Rules and with Securities and Exchange Commission ("SEC") independence rules. In addition to
the steps taken by the Board to safeguard auditor objectivity, PricewaterhouseCoopers CI LLP operates a five-year ro-
tation policy for audit engagement leaders on listed companies such as the Company with the current audit engagement
leader, Roland Mills, being in the 4th year of his five-year engagement period.
■ Any proposal to engage the Independent Auditor for the provision of non-audit services will be considered in accordance
with the Board's policy for the provision of such services. This policy is in place to mitigate any risks threatening, or ap-
pearing to threaten, the external audit firm’s independence and objectivity arising through the provision of non-audit
services. Such services will generally be limited to work where the threat to auditor independence is likely to be insigni-
ficant, and services required by law or regulation. The Independent Auditor did not provide any non-audit services during
the year. PwC has remained in place as auditor since the incorporation of the Company in 1999.
The A&R Committee also performs an annual review of the objectivity, quality, and effectiveness of the audit. The A&R
Committee met with PwC to discuss the audit plan and the risks identified together with discussions of the audit findings
report.
Further, the A&R Committee reviewed and agreed the audit fees for the year ended 31 December 2025.
External audit tender
The A&R
Committee has determined that, following the Company's inclusion in the FTSE 250 Index and in accordance
with the UK Corporate Governance Code (the “UK Code”), it is appropriate to put the audit out to tender every 10 years on
a ‘comply or explain’ basis. A competitive tender process has been commenced which will apply to the Company's external
audit in respect of the consolidated financial statements for the year ending 31 December 2027. It is anticipated that the
tender process will be completed during 2026 with the outcome expected to be reported in the 2026 Annual Report.
Annual Report 2025 | Page 41
PARTNERS GROUP PRIVATE EQUITY LIMITED
Financial Reporting Council (“FRC”) review of 2024 audit
During the year, the FRC’s Audit Quality Review team undertook a review of PwC’s audit of the Company’s Financial
Statements for the year ended 31 December 2024. As part of this process, the Chair of the A&R Committee was interviewed
by the FRC in November 2025, and the FRC’s report was issued in February 2026. The report assessed PwC’s audit of
the Company as “Good” with no key or other findings, representing the highest of the four ratings categories.
Internal controls
The A&R
Committee is responsible for reviewing and monitoring the effectiveness of the internal financial control systems
and risk management systems on which the Company is reliant. These systems are designed to ensure proper accounting
records are maintained, that the financial information on which business decisions are made and which is used in publications
is reliable, and that the assets of the Company are safeguarded. In accordance with the “Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting” published by the FRC in September 2014, the A&R Com
-
mittee has
reviewed the Company’s internal control procedures. These internal controls are primarily implemented by the
Company’s three key service providers, the Investment Manager, Administrator, and the Company Secretary. The Board’s
annual service provider review, undertaken by the Management Engagement Committee, includes an assessment of the
internal control environment applicable under their engagement terms which can impact the Company’s risk profile. In ad
-
dition, the
A&R Committee reviews the annual ISAE 3402 Reports on Internal Controls produced by independent auditors
on behalf of the key service providers to identify any changes or shortcomings in their control environment and risk man-
agement frameworks
and those of any of their sub-service providers whose activities rely upon the operation of material
controls, and follow up on how any exceptions have been resolved. On an annual basis the Board also meets with the in-
ternal audit
team of Partners Group Holding AG to discuss the upcoming internal audit plan, covering those controls assigned
to Partners Group Holding AG and its affiliated entities, and the material results or findings of any reports for the previous
period that affect the Company or the Group.
Although the
Directors believe that the Company and the Group have a robust framework of internal controls in place, this
can only provide reasonable and not absolute assurance against material financial misstatement or loss and is designed
to manage, not eliminate, risk. In addition, the Board recognizes the importance of a sound risk management framework
to safeguard the Company's assets, protect the interests of the shareholders, and meet its responsibilities as a listed
company.
The A&R
Committee identifies the principal risks as being those with the greatest likelihood and impact of all those risks
assessed as being relevant to the Company and Group. Risks are grouped into (i) investment risk, (ii) shares trading at a
discount, (iii) financial risk, (iv) governance risk, (v) regulatory risk, (vi) operational risk, (vii) macroeconomic and other ex
-
ternal risks
and, (viii) valuation risk. For each of these risks, the A&R Committee evaluates how these risks could arise,
assigns responsibility to control and mitigate such risks, and determines the post-mitigation likelihood and impact of the
risk occurring. The A&R Committee makes decisions and requests additional reporting based on these findings.
The A&R
Committee has reviewed the Company’s risk profile and identified those risks where a deficiency in the controls
in response to those risks could have a material impact on the Company, its shareholders, and other stakeholders. The
controls in respect of these material risks are included within the Company’s risk register as Mitigation Controls, and Board
oversight in respect of these material controls is set out in the risk register within Board Oversight Monitoring/Reporting.
The A&R
Committee has carried out its assessment of the effectiveness of the controls in place and is satisfied that the
relevant internal financial control systems and risk management systems in place, including those at key service providers,
were operating effectively as at the year end.
Further detail
is included in the Risk Report on pages 54 to 57.
Page 42 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
10.5 Directors' remuneration report
Introduction
Provisions relating to executive directors’ remuneration are not deemed relevant to the Company, being an externally
managed investment company with a Board comprised wholly of non-executive directors ("Directors"). In particular, the
Company’s day-to-day management and administrative functions are outsourced to third parties. As a result, the Company
has no executive directors, employees, or internal operations. The Company has therefore not reported further in respect
of these provisions. In addition, given the size and complexity of the Company, all matters, which may be delegated to a
remuneration committee, are undertaken by the Board as a whole, and no separate committee has been established.
Remuneration policy
The Board,
as a whole, is responsible for determining the Company’s remuneration policy. The Chair of the Board shall not
chair that part of the Board meeting when the remuneration of the Chair of Board is being discussed, and each individual
director shall not be involved in any decisions as to their own remuneration. The remuneration of Directors is subject to
annual review, subject to the provisions of the Articles of Incorporation ("Articles") and also taking into account recommend
-
ations of
the AIC's Corporate Governance Code.
Levels of
remuneration for the Chair and all other Directors reflect the time commitment and responsibilities of the role, and
will be benchmarked against remuneration levels awarded by peer companies as an assurance exercise. An independent
peer review will be undertaken periodically by the Company’s broker to ensure that full and proper account has been taken
of comparable market rates.
The Board
considers each year whether a remuneration consultant should be appointed to assist in setting remuneration
strategy and/or benchmarking remuneration levels. Where such a consultant is appointed, they will be identified in the an-
nual report
alongside a statement about any other connection he or she has with the Company or individual Directors. In-
dependent judgment
is exercised when evaluating the advice of external third parties.
The Chairs
of the Board, the A&R Committee and the ME Committee are paid a higher fee in recognition of their additional
responsibilities. The policy is to review fee rates periodically, although such a review will not necessarily result in any
changes to the rates, and account is taken of fees paid to directors of comparable companies. There are no long-term in
-
centive schemes
provided by the Company, and no performance fees are paid to Directors.
No service
contract or arrangement existed in the period in which any of the Directors has an interest. The Board considers
all the Directors as independent of the Investment Manager and free from any business or other relationship that could
materially interfere with the exercise of their independent judgment or create potential conflicts of interest. Directors hold
office until they retire or cease to be a director in accordance with the Articles or by operation of law.
Remuneration
The Directors
of the Company are remunerated for their services at such a rate as the Directors determine, provided that
the aggregate amount of such fees does not exceed EUR 700,000. During the year, the Articles were amended and approved
at the AGM, to replace the cap on fees payable to each Director individually with a cap on the aggregate of all fees paid to
the Board collectively. The new cap provides that the aggregate fees for the Board collectively shall not exceed EUR 700,000
in any financial year. The level of the new cap was determined by reference to the aggregate fees that could be paid to the
Directors under the existing cap if the Board were to comprise the maximum number of Directors, being seven, permitted
under the Articles.
Annual Report 2025 | Page 43
PARTNERS GROUP PRIVATE EQUITY LIMITED
Provision will be made for additional Directors’ fees when Directors are involved in duties beyond those normally expected
as part of the Directors' appointment. In such instances, the Board will provide details of the events, duties, and responsib
-
ilities that gave rise to any additional Directors’ fees in the annual report.
An ordinary
resolution for the approval of the annual Directors’ Remuneration Report was passed by shareholders at the
AGM held on 19 June 2025.
Directors' remuneration
is presented in the notes to these audited consolidated financial statements and is shown below.
Directors' remuneration
was split as follows in Euro:
31.12.2 025 31.12.2024
P. McKellar (Chair)
115,000
100,000
F. Carvill (Chair of ME Committee)
75,000
68,798
M. Wheatley (Chair of A&R Committee)
77,500
72,313
A. Holtrup
65,000
52,562
G. Roggemann
65,000
46,808
N. Paul*
48,750
-
H. Von der Forst**
-
30,000
* Mrs. Paul was appointed on 2 April 2025.
**Mr. Von der Forst retired from the Board on 21 June 2024.
Additional fees of EUR 5,000 were agreed by the rest of the Board to be paid to each of Ms. Carvill and Ms. Wheatley
during 2024 in respect of their work on the recruitment of the new Board members.
Remuneration for
all Directors does not include provision for share options or other performance-related elements.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
10.6 Corporate Governance Report
The Directors have considered the Principles and Provisions of the AIC Code. The AIC Code addresses the Principles and
Provisions set out in the UK Code, as well as setting out additional Provisions on issues that are of specific relevance to
the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been
endorsed by the Financial Reporting Council and the Guernsey Financial Services Commission provides more relevant
information to shareholders. Except as set out further below, the Company has complied with the Principles and Provisions
of the AIC Code. The AIC Code is available on the AIC website (
www.theaic.co.uk). It includes an explanation of how the
AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for investment companies.
■ The role of the Chief Executive.
■ The role of the Senior Independent Director.
■ Executive directors' remuneration.
■ The need for an internal audit function and the monitoring and reviewing of the effectiveness of such a function.
For the reasons set out in the AIC Code, and in the preamble to the UK Code, the Board considers these provisions are
not relevant to the position of the Company being an overseas investment company with an appointed Investment Manager.
The Company has no employees, all Directors are non-executive and independent of the Investment Manager and, therefore,
the Directors consider the Company has no requirement for a Chief Executive or Senior Independent Director, and the
Board is satisfied that any relevant issues can be properly considered by the Board. There are no executives with contrac
-
tual obligations
directly with the Company, and thus the executive directors' remuneration rules do not apply. None of the
Directors has a contract of service with the Company. As such, there is no separate Remuneration Committee, and matters
related to remuneration are considered by the Board as a whole. The A&R Committee and the Board of Directors regularly
consider the risk and operational aspects of the Company. The Board has access to the appointed Compliance Officer of
the Administrator who reports quarterly. As there is delegation of operational activity to appointed service providers, the
A&R and ME Committees and the Board have determined there is no requirement for a direct internal audit function, although
they do have access to and meet with the internal audit function of Partners Group Holding AG.
The Guernsey
Financial Services Commission has a standing Finance Sector Code of Corporate Governance that was
amended in February 2026 (the "Guernsey Code"). In the introduction to the Guernsey Code, it states: "Companies which
report against the UK Corporate Governance Code or the AIC's Corporate Governance Code are deemed to meet this
Code." As a company listed on the London Stock Exchange, the Company is subject to the Disclosure Rules, the Transpar
-
ency Rules,
and the UK Code, but uses the AIC Code instead as it is a member of AIC and considers this appropriate for
an investment company, and that it provides information that is more relevant to shareholders. As an AIC member domiciled
in Guernsey that reports against the AIC Code, the Company is not required to report separately against the Guernsey
Code.
The Board,
roles and committees
At 31
December 2025, the Board consisted of six directors, all of whom are non-executive and considered independent.
Mr. McKellar has served as the independent Chair of the Board since his appointment as a director of the Company on 23
November 2023.
The Chair
of the Board must be independent for the purposes of Chapter 15 of the Listing Rules. Mr. McKellar is considered
independent because he:
■ has no current or historical employment with the Investment Manager;
■ has not provided any professional advisory services to the Investment Manager; and
■ has no current directorships in any other investment funds managed by the Investment Manager.
Annual Report 2025 | Page 45
PARTNERS GROUP PRIVATE EQUITY LIMITED
As Chair, he is responsible for leading meetings of the Board to ensure that they are efficient and effective, promoting the
long-term sustainable success of the Company, generating value for shareholders (as disclosed in the Strategy section),
and contributing to a wider society.
At each quarterly board meeting, the Directors consider several reports and performance indicators to assess the Company's
success in achieving its objectives. These include:
■ Monitoring of the share price (and associated premium or discount)
■ General performance reporting at the underlying investment level
■ Cash flow projections and application of the Capital Allocation Policy
■ Risk management and adherence to investment guidelines
■ Broking and shareholder analysis reports, including peer group comparisons
■ Reports from committees, together with the monitoring, evaluation, appointment, and removal of service providers
■ Approval of financial statements and dividends
■ Corporate governance and compliance
In addition, the consent of the Board is required if the Investment Manager wishes to establish credit facilities or otherwise
enter into borrowing arrangements on behalf of the Company, lend, secure, pledge, or guarantee any of the Company's
assets (other than in the context of a hedging transaction), or enter into an investment or other transaction with affiliates of
the Investment Manager.
Furthermore, the
Board confirms that it considers any conflicts or potential conflicts of interest in accordance with the
Company's existing procedures.
Committees of
the Board
Audit &
Risk Committee
The Audit
& Risk Committee ("A&R Committee") meets at least three times a year and is chaired by Ms. Wheatley. The
A&R Committee is responsible for ensuring that the financial performance of the Company is properly reported on and
monitored. It provides a forum through which the Group and Company's Independent Auditor may report to the Board.
Furthermore, it ensures that any reports issued by the Board present a fair, balanced, and understandable assessment of
the Company's position and prospects. The A&R Committee reviews the annual and semi-annual accounts, results, an
-
nouncements, internal
control systems and procedures, and accounting policies of the Company. It also considers the
performance and quality of the external audit and makes appropriate recommendations to the Board concerning the Inde-
pendent Auditor.
The A&R Committee is also responsible for the robust and effective management of risk.
The risk
management framework includes a sound system of internal controls that is designed to:
■ Identify and appraise all risks related to achieving the Company's objectives.
■ Manage and control risk appropriately rather than eliminate it.
■ Ensure the appropriate internal controls are embedded within the business processes performed by service providers
and support the Company's culture, which emphasizes clear management responsibilities and accountabilities.
■ Respond quickly to evolving risks within the Company and the external business environment.
■ Include procedures for reporting any control failings or weaknesses to the appropriate level of management together
with the details of corrective action.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Management Engagement Committee
The Management Engagement Committee ("ME Committee") meets at least annually and is chaired by Ms. Carvill. The
ME Committee is responsible for reviewing and monitoring service providers and recommending to the Board their continued
appointment. Key service providers are reviewed on an annual basis. The Board recognizes the importance of monitoring
service providers' objectivity and ensuring their independence is not compromised.
In this
regard, with respect to the appointment of the Investment Manager, the ME Committee:
■ Considers if there are any potential conflicts of interest associated with the appointment of the Investment Manager and
how the Investment Manager manages these potential conflicts.
■ Reviews with the Investment Manager any material issues arising from their work that the Investment Manager wishes
to bring to the attention of the ME Committee, whether privately or otherwise.
■ Reviews the performance of the Investment Manager both in terms of its delivery against the agreement governing its
appointment and in terms of its delivery against the objectives of the Company.
Similar considerations are taken into account in the ME Committee's review of all other service providers to the Company.
In addition, the terms of reference for this committee are available on the Company's website:
www.partnersgroupprivateequitylimited.com/investors/corporate-governance.
Nomination Committee
The Nomination
Committee is chaired by Mr. McKellar. The Nomination Committee is constituted of directors considered
independent by the Board, and subsequently all members of the Board are members of the Committee. The Nomination
Committee is set to meet at least once per annum, in accordance with the Company's reporting and auditing cycles, or as
necessary. The Nomination Committee actively contributes to the Board's efficacy by examining its structure, size, and
composition, and providing pertinent recommendations. The Nomination Committee also focuses on succession planning,
assessing the Board's balance of skills and experience and identifying suitably qualified candidates for director roles to
succeed the longer-serving members of the Board. The Nomination Committee’s planning horizon seeks to ensure adequate
planning and lead time for new appointments within a comprehensive recruitment and induction process.
The Nomination
Committee undertakes several essential duties, including:
■ Systematically examining the Board's structure, size, and composition, while considering the requisite skills, knowledge,
and experience. The Committee subsequently proposes suggestions for improvements to the Board.
■ Thoroughly evaluating succession plans for Directors and with due regard to the principles of the AIC's Corporate Gov-
ernance Code, keeping in view the challenges and opportunities faced by the Company, and subsequently determining
the essential skills, knowledge, and expertise needed by future Board members.
■ Leading the process, facilitated by an independent external search consultancy, of identifying and nominating suitable
candidates for filling Board vacancies, with these nominations subject to the Board's endorsement as vacancies emerge.
Annual Report 2025 | Page 47
PARTNERS GROUP PRIVATE EQUITY LIMITED
Board Attendance
The following table is an extract of the various Directors' attendance at Board and Committee meetings for 2025 compared
against those for which they were eligible:
Directors
Board Committees
Quarterly Ad-hoc A&R ME NM
P. McKellar (Chair) 4/4
1/1
0/0 1/1 4/4
F. Carvill 4/4 1/1 5/5 1/1 4/4
M. Wheatley 4/4 1/1 5/5 1/1 4/4
A. Holtrup 4/4 1/1 5/5 1/1 4/4
G. Roggemann 4/4 1/1 5/5 1/1 4/4
N. Paul *
3/3
0/0 3/3 1/1 2/2
*Mrs. Paul was appointed to the Board on 2 April 2025. Her attendance record is reflective of this.
In addition to the above meetings a number of additional meetings were held by a Committee of the Board to deal with ad
hoc business as it arose. These Committees are constituted by any two members of the Board.
Board Composition
Number of
Board Members
Percentage of
the Board
Number of senior positions on
the Board (CEO, CFO, SID,
Chair)
Male
3
50%
Not applicable - see note*
Female
3
50%
Number of
Board Members
Percentage of
the Board
Number of senior positions on
the Board (CEO, CFO, SID,
Chair)
White British or other White
(including minority-white
groups)
6 100% Not applicable - see note*
*This column is inapplicable as the Company is externally managed and does not have executive management functions;
specifically it does not have a CEO or CFO. The Company considers that the roles of Chair, chair of the A&R Committee
and chair of the ME Committee are senior positions. Of these three senior roles, two are performed by women and one by
a man.
Information shown in the above tables is obtained via self-identification of board members, facilitated by the Company
Secretary.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
The Board seeks to address ethnic diversity through Board succession planning, and this will continue to be a key criteria
when seeking and considering potential candidates for positions on the Board. Applicants will, however, continue to be as-
sessed, without
prejudice, on their range of skills, expertise, industry knowledge, and capacity to take on the role. The diversity
of the Board is further considered on at least an annual basis through the Board evaluation process.
The Board
has a breadth of experience relevant to the Company and a diversity of skills, experience, nationality, and age.
Its members collectively possess the broad range of skills, expertise, industry knowledge, and other experience necessary
for the effective oversight of the Company's business and the delivery of its strategic objectives. The Board is committed
to gender diversity, and at present is constituted with 50% females and 50% males. Additionally, the A&R Committee and
the ME Committee, key permanent sub-committees within the Company's governance structure, are both chaired by females,
and the Company has followed the AIC guidance on reporting such. This composition demonstrates the Company's com
-
mitment to
diversity and inclusion, while also satisfying two critical components of the listing requirements.
In view
of the nature, scale, and complexity of the Company, the Board has not developed a formal diversity policy, but the
Company shares and is aligned with the purpose, culture, and values adopted by Partners Group in their charter and as
given in their Corporate Sustainability Report, and acknowledges the diversity and inclusion initiatives of Partners Group
whose teams fulfill the executive management and operating functions of the Company.
Partners Group,
as a whole, continued to hire talented professionals from across the globe with an employee base of 1,769
employees in 2025 (2024: 1,797). Today, Partners Group's professionals represent around 73 (2024: 82) different nation-
alities and
speak around 40 (2024: 41) different languages. The percentage of female and male employees in 2025 remained
at similar levels to 2024 (around 40% female and around 60% male). Partners Group has meaningfully increased the
number of senior female employees and Board Members in 2025 and aspires to continue this successful progress. Partners
Group's hiring process is designed to ensure that all candidates are measured and benchmarked against the same criteria,
and to avoid any form of discrimination, with all hiring managers required to take unconscious bias training and with the
goal of successfully attracting and hiring more female talent by ensuring that women are adequately represented within the
initial hiring talent pool.
Election and
Re-election of Directors
The Directors have resolved to put themselves forward for election on an annual basis and were all duly elected or re-
elected at
the 2025 Annual General Meeting in June 2025.
Re-election recommendations
have always been subject to an assessment of the respective Director in question, their ob-
jective and
independent thought process, knowledge of the Company, and continued satisfactory performance. In addition,
the annual Board evaluation process considers each Board member's ability to devote sufficient time to the Company and
its affairs, given any other commitment that Director may hold. In view of the long-term nature of the Company's investments,
the Board believes that a stable and diversified board composition is fundamental to running the Company properly. The
Board's Tenure Policy limits the tenure of any Director to a maximum term of nine years, unless the Board, having assessed
the continued independence and suitability of an individual, unanimously agrees that they should be nominated to serve
more than nine years and discloses the rationale for their reappointment to the Shareholders in the notice for the next An
-
nual General
Meeting. The Board continues to be satisfied with the contribution and capacity of each of the Directors, and
that they have each maintained their independent perspective, this being judged (amongst other matters) as independent
from the Investment Manager. Further, no Director holds any other position that would compromise their independent
judgment.
As the
Company has no executive directors or staff, and remuneration relates only to non-executive directors, and given
the size of the Company and of the Board, the Board has determined that a separate Remuneration Committee is not required,
and that any matters which might be delegated to a Remuneration Committee will be undertaken by the Board as a whole.
In 2024,
an independent external consultancy firm was appointed to conduct the search for a new non-executive director.
On 2 April 2025, Nicola Paul was appointed as a non-executive director.
Annual Report 2025 | Page 49
PARTNERS GROUP PRIVATE EQUITY LIMITED
Review of Board performance
The Board undertakes an annual evaluation of its own performance and the performance of its committees and individual
Directors, to ensure that they continue to act effectively and efficiently, to fulfill their respective duties, and to identify any
training requirements. During this evaluation, the Directors also reconfirmed that they continue to be able to allocate sufficient
time to the Company in order to discharge their responsibilities, to provide constructive challenge and strategic guidance,
to offer specialist advice, and to hold third-party service providers to account. During the 2025 evaluation process, the Board
considered the benefit of an externally facilitated performance review and, due to recent and prospective changes in the
Board composition, it was decided a self-managed evaluation would be the most appropriate option. It was agreed that an
external evaluation should be considered for 2027 following the retirement of the two longest standing directors and appoint
-
ment of
a new ME Committee chair.
Relationship with
the Investment Manager
The Directors
are responsible for the overall management of the Company. Under the Investment Management Agreement,
Partners Group AG acts as the Investment Manager to the Company and is responsible for the identification of investments
and the ongoing review and monitoring of the Group’s investment portfolio with the investment policy.
Relationship with
the Administrator and Company Secretary
Partners Group
(Guernsey) Limited acts as the Administrator and is responsible to the Board under the terms of the Admin-
istration Agreement.
Notwithstanding the fact that the ultimate responsibility lies with the Board, the Administrator ensures
compliance with Guernsey Company Law, carries out portfolio administration, produces valuations of the Company's assets
and prepares the accounts of the Company, and in this respect, reports to the Board on a quarterly basis.
Aztec Financial
Services (Guernsey) Limited acts as the Company Secretary and is responsible to the Board under the
terms of the Company Secretary Engagement Letter. The Directors have access to the advice and services of the Company
Secretary who is responsible for ensuring that the Board procedures are followed and that it adheres to applicable legislation,
rules, and regulations relevant to the Company.
Strategy
Strategic objectives
The Company’s investment objective is to provide Shareholders with long-term capital growth and an attractive dividend
yield primarily through investment in a diversified portfolio of private equity direct investments. In addition, the Investment
Manager has a goal to achieve long-term sustainable value creation in the companies in which it invests, their underlying
clients, and the wider environment in which they operate.
The Investment
Manager seeks to achieve a long-term sustainable impact by working in partnership with the management
and employees of the companies in which the Company invests and through active entrepreneurial ownership initiatives
with clear goals and continuous monitoring.
In addition,
the Investment Manager works with portfolio companies on a variety of sustainability engagements. This com-
mences during
the investment due diligence phase and, after acquisition, the Investment Manager implements initiatives
by systematically integrating sustainability factors, alongside commercial and financial factors.
The Investment
Manager continuously monitors the effectiveness of any sustainability-relevant policies through maturity
assessments to evaluate progress and impact.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
As part of its annual review of the Investment Manager, the Board obtains an overview of the value creation initiatives, in-
cluding sustainability initiatives, on the underlying investments, and a detailed progress report on the monitoring of risk and
impact on valuations.
Purpose, culture,
and values
The Company
shares and is aligned with the purpose, culture, and values adopted by Partners Group (which includes the
Investment Manager and Administrator) in their charter and as given in their Corporate Sustainability Report, both of which
are available at their website
www.partnersgroup.com/en/about-us/our-sustainability.
The Company's
mission is to develop companies and assets, which it invests in through entrepreneurial ownership. This
stems largely from the belief that the ability to create value, enabled by a governance framework that supports entrepren-
eurialism, is
the key driver of the returns.
In summary,
investments are managed with a long-term perspective to the benefit of individuals and societies worldwide,
and the investment teams leverage the global Partners Group integrated platform to systemically engage with entrepreneurs
and corporate leaders to create value in the investments. In addition, the investment teams liaise with management in un
-
derlying companies
in constructive dialogue and have open debates, while in parallel taking their fiduciary duty to all
stakeholders into account.
Partners Group
is fully committed to investing clients' capital in a responsible manner by integrating sustainability factors,
alongside commercial and financial factors, into investment due diligence and ownership.
Relations with
shareholders
The Board
places great importance on communication with its shareholders and other stakeholders. The Board receives
regular reports on the views of shareholders through one-to-one meetings and shareholder presentations, together with
regular reports from the Company’s Brokers and Investment Manager.
During the
year, the Company held its quarterly investment presentations, and the Chair held a number of meetings in
person with shareholders. The AGM of the Company also provides an opportunity for shareholders to meet and discuss
issues with the Directors. All voting at the AGM is published by the Company via the Regulatory News Service.
Shareholder information
The net
asset value and the net asset value per share are calculated (in Euro) every month at the last business day of each
month by the Administrator. The net asset value is calculated in accordance with International Financial Reporting Standards,
which require the Company's direct investments and fund investments to be valued at fair value. Thereafter, it is announced
by the Company on its website and submitted to a regulatory information service approved by the UK Listing Authority as
soon as practicable after the end of the relevant period.
Stakeholders and
Section 172 requirements
Whilst directly
applicable to companies incorporated in the United Kingdom, the Board recognizes the intention of the AIC
Code that matters set out in Section 172 of the Companies Act 2006 are reported. The Board endeavors to understand the
view of the Company’s key stakeholders and to take these into account as part of the decision-making process.
Stakeholder disclosures
The Company
is an externally managed investment company, has no employees, and as such is operationally quite simple.
The Board does not believe that the Company has any material stakeholders other than those set out in the following table.
Annual Report 2025 | Page 51
PARTNERS GROUP PRIVATE EQUITY LIMITED
Investors Service providers Community and environment
Issues that matter to them
Performance and liquidity of the shares Reputation of the Company Informed stewardship of the environments in
Growth and liquidity of the Company Compliance with law and regulation
Remuneration
which the Company operates and acting as
good corporate citizen.
Compliance with law and regulation impact of
the Company and its activities on third parties.
Engagement process
Annual General Meeting (see detail below)
Frequent meetings with investors by brokers,
the Investment Manager, the Chair and other
Directors and subsequent reports to the Board
Monthly factsheets and regular news releases
Key Information Document
Quarterly briefings by the Investment Manager
via telephone conference which are attended by
at least one Board member who briefs the
remainder of the Board
Annual and semi-annual financial statements
The key service providers, Partners Group and
Aztec, engage with the Board in face-to-face
meetings quarterly, giving them direct input to
Board discussions.
The Board also considers the views of its
corporate brokers and interests of its credit
facility lender at each of its meetings.
All key service providers are asked to complete
a questionnaire annually (others on a rotation
basis) which includes feedback on their
interaction with the Company, and the Board
undertakes an annual review of Partners Group
in Switzerland.
The Company itself has only a very small
footprint in the local community and only a very
small direct impact on the environment.
However, the Board acknowledges that it is
imperative that everyone contributes to local and
global sustainability.
The Investment Manager has a sustainability
framework which is a key element of the
investment process which overlays throughout
the portfolio.
Rationale and example outcomes
Clearly investors are the most important
stakeholder for the Company. Good shareholder
engagement is a priority to ensure that the
Board is aware of larger shareholders’ view on
material issues. These include the investment
management terms which were renegotiated
with effect from 1 January 2025 to ensure that
remuneration of the Investment Manager is
aligned with shareholder outcomes.
In addition, the Board has focused on valuation
of assets, a key priority for shareholders, to gain
assurance from the Investment Manager and
the auditors that a robust and reliable
methodology is applied.
In the light of recent investment performance
and shareholder feedback the Board is
discussing with the Investment Manager and the
Company's advisers what options might
establish a satisfactory path forward, that
marries achieving liquidity for investors at a
narrower discount to NAV, whilst providing long-
term investors with an attractive proposition
going forward. The Board will update
shareholders on its assessment at the Annual
General Meeting expected to be held on 18
June 2026.
The Company relies on service providers
entirely as it has no systems or employees of its
own.
The Board always seeks to act fairly and
transparently with all service providers, and this
includes such aspects as prompt payment of
invoices.
The Board focused the revision of the
investment management terms on three key
principles, namely ensuring the commercial
terms are:
fair on a relative and absolute basis;
simple to understand; and
aligned with shareholder outcomes
The nature of the Company’s investments is
such that they do not provide a direct route to
influence investees in sustainability matters in
many areas, but the Board has made its views in
this area clear to Partners Group, which, on
behalf of the Company and other investors,
works closely with investee companies to
promote sustainability issues as well as financial
performance. Further details are set out
elsewhere in this document and on the Partners
Group website.
Board members do travel, partly to meetings in
Guernsey, and partly elsewhere on Company
business, including for the annual due diligence
visit to Switzerland. The Board considers this
essential in overseeing service providers and
safeguarding stakeholder interests. Otherwise,
the Board seeks to minimize travel by the use of
video conferencing whenever good governance
permits.
Whilst the primary duty of the Directors is to the Company as a whole, all Board decisions involve careful consideration of
the longer-term consequences and their implications to stakeholders. The Board maintains close relationships with key
service providers delivering the Company’s strategy and formally reviews their performance on an annual basis.
The Chair is responsible for ensuring that the Board acts with integrity and fairness in all aspects of the Company’s operations
and in dealing with shareholders.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Whilst the Company has limited impact on the community and environment in respect of day-to-day activities, the Investment
Manager monitors the impact of the Company’s investments in relation to environmental, social, and governance issues. Cop
-
ies of the Partners Group Sustainability Report can be found on its website. Partners Group’s vision is to create positive
and lasting impact for all stakeholders. including clients, employees, society, and the environment.
Engagement processes are kept under regular review. Investors and other interested parties are encouraged to contact
the Company via the Investor Relations contacts given at the end of the Annual Report.
P. McKellar
Director
M. Wheatley
Director
Annual Report 2025 | Page 53
PARTNERS GROUP PRIVATE EQUITY LIMITED
10.7 Risk Report
Risks
The Company’s risk management policy sets out how all relevant and material categories of risk are identified, assessed,
and subsequently mitigated, transferred, or accepted in respect of both the Company’s business strategy and its day-to-
day operations.
The Board
is responsible for managing and overseeing risk, and reviews and assesses quarterly the impact of risks that it
considers applicable to the Company that may compromise the achievement of the Company's strategic objectives. These
risks encompass the significant risks to which the Company may be exposed, including the macro environment and uncer
-
tainties in
respect of the valuation of unquoted investments, and their impact on the cash-flow modeling employed by the
Company. Notes 4 and 16 of the audited consolidated financial statements provide further comment on certain other risks
connected with the investments and financial assets/liabilities held by the Company and how they are managed.
Statement of
principal risks
The major
risks to which the Company may be exposed are ranked by a risk index, considering both likelihood and impact.
When assessing
the likelihood and potential impact of such risks, the Board considers whether the outcome could pose:
■ An immediate threat to the existence of the Company
■ A medium-term threat (resulting in the Company being placed into run-off)
■ A reputational threat from which the Company could be expected to recover fully in due course
■ No immediate threat to the Company or its operating activities.
The Company's risks are categorized into eight groups: (i) investment risk, (ii) shares trading at a discount, (iii) financial
risk, (iv) governance risk, (v) regulatory risk, (vi) operational risk, (vii) macroeconomic and other external risks, and (viii)
valuation risk.
The Company’s
absolute share price discount remained elevated throughout the year notwithstanding the admission of the
Company to the FTSE 250 in September 2025 and the introduction of the share buyback programme in October 2025.
Athough the stubborn discount is in part due to prevailing geopolitical and macroeconomic factors, investment performance
is also a key contributor to the risk of a discounted share price to NAV.
The Chair's
and Investment Manager's Reports set out some of the reasons for the Company's lower total NAV return
versus peers, including the portfolio being overweight in challenging vintages that have been particularly impacted by
broader private equity industry factors including higher entry valuations and debt servicing costs.
The Investment
Manager anticipates that the portfolio is well positioned to drive future performance, supported by new in-
vestments from
a higher level of realizations in the second half of 2025 which has brought the Company closer to its long-
term average
of investing around 10% of net assets pa. In the meantime, as also reported by the Chair, the Board is dis-
cussing with
the Investment Manager and the Company's advisers what options might be available to achieve liquidity for
investors at a narrower discount to NAV, whilst providing long term investors with an attractive proposition going forward.
Given that
the Company’s foreign exchange risk is no longer hedged and 37.73% of assets are held in USD, investment
performance has also been significantly impacted by foreign currency movements throughout 2025. The Company continues
to provide investors with regular information on the portfolio’s foreign exchange exposure so that they can hedge this risk
if required.
Governance risk
in respect of Board composition will continue to be mitigated to an acceptable level by the pursuit of a
structured succession plan. This will ensure that the Board continues collectively to have sufficient and diverse knowledge,
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PARTNERS GROUP PRIVATE EQUITY LIMITED
skills, experience, commitment, and independence, with an orderly and appropriate turnover of Board members. This is
demonstrated by the appointment of a new Board member, Nicola Paul, in April 2025 who will succeed Merise Wheatley
as Chair of the A&R Committee when Merise retires from the Board in June 2026 after eight years' service. Succession
planning is also underway in respect of Fionnuala Carvill who is currently ME Committee chair, and in 2027 will have served
nine years as a director.
Liquidity risk stabilized during the year, with a healthy level of distributions in line with cashflow forecasts. This enabled an
allocation of EUR 15 million to be made available for share buybacks under the company's Capital Allocation Policy. Medium
and long term cashflow forecasts continue to be used to mitigate liquidity risk by ensuring that the Capital Allocation Policy
leaves adequate funding for existing commitments and dividends. Early renegotiation of the revolving credit facility out to
2029 was completed with an increase of EUR 10 million to EUR 150 million. The facility contributes towards stablising li
-
quidity risk
by being used to bridge working capital requirements on a short term basis.
The Board
also continues to assess the impact of sustainability factors on the Company's key risks, primarily within the
context of the Investment Manager's sustainability framework, which seeks to embed sustainability into the strategy, direction,
and goals of portfolio companies and to quantify the impact of its initiatives.
In its
assessment, the Board considers that none of the risks present an immediate threat to the existence of the Company
and has, in each case, worked with the Investment Manager, Administrator, Company Secretary, or brokers to ensure that
adequate measures are in place to mitigate the occurrence and impact of these risks. The Board also obtains regular re
-
porting so
that these risks can be continuously assessed.
The geopolitical
and macroeconomic events in the first half of the year, particularly the procession of US trade policy an-
nouncements, created
uncertainty in terms of the impact on growth, inflation, and interest rates, and led to a weakened US
dollar. The war in the Middle East has created significant uncertainty in respect of the increased realization activity and el-
evated valuation
levels that were anticipated prior to 28 February 2026. The portfolio is designed to continue to provide
access to a high-quality portfolio of direct private equity investments with broad sector and geographic diversification and
the Investment Manager is focusing, in the short term, on mitigating potential revenue, cost and liquidity impact in portfolio
companies whilst maintaining a disciplined approach to long-term value creation.
Viability statement
The Directors
confirm that they have a reasonable expectation that the Group will continue to operate and meet its liabilities,
as they fall due, for the next three years. The Group's viability testing considers multiple severe, yet plausible, stress
scenarios. The Directors' assessment has been made with reference to the Group's current position and prospects, the
Group's strategy, the Board's risk-appetite, and the Group's principal risks and how these are managed. The Directors
consider this is an appropriate period to assess the viability of an investment company for the purposes of giving assurance
to shareholders, as economic factors are very difficult to forecast over a longer period.
The strategy
and associated principal risks underpin the Group's three-year plan and scenario testing, which are reviewed
by the Directors on a quarterly basis. A portfolio commitment plan is built and continuously adjusted based on regularly
updated cash flow projections that indicate the expected level of distributions available over the specified period. Such
projections are developed using a proprietary system that combines available bottom-up information for existing investments
and top-down assumptions for assets where no bottom-up information is available (e.g. future investments). The portfolio
commitment plan is also revised to take into account any other relevant information such as desired target investment level
and distribution profile. The process is overseen by the Investment Manager’s dedicated portfolio manager and periodically
reviewed by Partners Group's Global Portfolio Committee.
The three-year
plan makes certain assumptions about the development of underlying investments, in terms of future expected
capital calls and distributions, potential future investments, and the ability to refinance debt when required. The plan is built,
monitored, and updated quarterly based on any changes to expected cash flows and forward-looking assumptions, which
help to drive the model and to determine when to make new investments.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
The three-year plan review is underpinned by the regular Board briefings provided by the Investment Manager, including
discussions around liquidity reporting and risk management reports undertaken by the Board of Directors in its normal
course of business. These reviews consider both the market opportunity and the associated risks, principally the ability to
realize investments at their fair value and secure new investments while maintaining sufficient working capital. These risks
are considered within the Board of Directors' risk-appetite framework.
The plan takes into account the significance of the Investment Manager's role in ensuring the viability of the Company with
regard to implementation of the investment strategy and the management of liquidity and other risks. The plan assumes
that the engagement of the existing Investment Manager will continue throughout the three-year period under review. The
plan also reflects the Board's confidence that the debt facility, which provides short-term bridging finance when required,
continues to be available to the Company throughout the assessment period and covenants continue to be met.
Based on the Company's processes for monitoring, anticipating, and managing cash flow, operating costs, and share price
discount, the Investment Manager's compliance with the investment objective, asset allocation, the portfolio risk profile,
gearing, counterparty exposure, and liquidity risk, the Directors have concluded that there is a reasonable expectation that
the Company will continue in operation and meet its liabilities as they fall due over the three-year period to 31 December
2028.
As described in the Risk Report, the recent war in the Middle East has created significant uncertainty in respect of the in-
creased realization activity and elevated valuation levels that were anticipated prior to 28 February 2026. The Board, together
with the Investment Manager, is still assessing the potential impact thereof on the Company and its projections from the
potential wider global market implications.
The Board has not identified any other emerging risks that could have a significant impact on the Company.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Principal Risks for 2025 Annual Report
Ke
y
risk 2025 Assessment Potential impact Control exercised b
y
the Board
Company's shares trading at a
material discount on an absolute
and relative basis
Stable
The share price discount versus
peers has stabilized following the
introduction of the capital allocation
Decline in shareholders' mark-to-
market valuation and impact on
demand from shareholders and
prospects.
Monitoring of investor sentiment &
expectations with significant
communication directly between
directors and investors in respect
of succession planning and
strategy. Focus with Investment
Manager on enhancement of NAV
to reduce absolute discount rate.
Monitoring of performance vs.
peers. Maintenance of good
policy and additional board
appointments. The absolute share
price discount has however
remained elevated.
market communication.
Implementation and monitoring of
effectiveness of capital allocation
policy which provides for share
buybacks subject to discount level
and Free Cash Flow.
Liquidity risk - lack of availability of
funding to take up investment
opportunities, meet funding and
other obligations as they fall due,
Stable
Liquidity risk has stabilized, with
positive net cashflows from capital
calls, exits and distributions in line
with forecasts. There was limited
Insufficient cash to fund existing
commitments and dividends.
Factors impacting liquidity, including
distributions and potential exits
being kept under close review for
medium and long-term cashflow
forecasts to ensure capital
allocation policy leaves adequate
funding for existing commitments
and pay dividends when declared
use of the short term credit facility,
which was renegotiated out to 2029
in Q4 2025 and increased from
EUR 140 million to EUR 150
million.
and dividends. Renegotiation and
increase of credit facility to ensure
adequate short-term funding
available.
Poor investment performance on
an absolute and relative basis
Increased
Company's negative total NAV
return, excluding the negative
impact of unhedged foreign
exchange movements, arose in
part from the portfolio being
overweight in challenging vintages
impacted by higher entry valuations
and debt servicing costs, and from
exits already having factored in
valuation uplifts into unrealized
gains.
Adverse movement in net asset
value versus peer group.
Effectiveness of investment strategy
reviewed at every board meeting
using performance reports and
discussions with brokers and the
Investment Manager. Revision of
investment management terms in
2025 has aligned Investment
Manager remuneration more closely
The Investment Manager
anticipates however that the
current portfolio composition will
improve future performance,
supported by new investments from
with performance. Medium and
long-term cashflow forecasts
ensure level of new investment
commitments is maximized in line
with capital allocation policy.
a higher level of realizations in the
second half of 2025 which has
brought the Company closer to its
long-term average of investing
around 10% of n
et assets pa.
Valuation risk - under or overstating
the valuations of private market
investments
Stable
This risk was assessed as stable
because the valuation approach has
been consistent with prior periods
and recent exits have demonstrated
reliability of latest published NAV.
Reputational risk and impact on
share price.
Policies and tools used to
determine valuations have been
challenged and this remains a
significant area for review by the
Independent Auditor.
Sustainability risks (including
climate change)
Stable
The impact of Sustainability factors
on the Company's key risks
continues to be assessed, primarily
within the context of the Investment
Manager's Sustainability framework,
which seeks to embed Sustainability
into the strategy, direction, and goals
of portfolio companies and to
quantify the impact of its initiatives.
The risk is assessed as stable given
the maturity of the Investment
Manager's Sustainability integration
process.
Unsuitable investments leading to
adverse impact on valuations, the
environment and society or breach
of Sustainability regulations.
Regular reporting by the
Investment Manager on their
Sustainability strategy and
initiatives and Board training to
enable a good understanding of
Sustainability reporting.
Annual Report 2025 | Page 57
PARTNERS GROUP PRIVATE EQUITY LIMITED
11. Independent Auditor's report
Independent auditor’s report to the members of Partners Group Private Equity Limited
Report on the audit of the consolidated financial statements
Our opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of Partners
Group Private Equity Limited (the “company”) and its subsidiaries (together “the group”) as at 31 December 2025, and of
their consolidated financial performance and their consolidated cash flows for the year then ended in accordance with IFRS
Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and have
been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.
What we
have audited
The group’s
consolidated financial statements comprise:
■ the audited consolidated statement of financial position as at 31 December 2025;
■ the audited consolidated statement of comprehensive income for the year then ended;
■ the audited consolidated statement of changes in equity for the year then ended;
■ the audited consolidated statement of cash flows for the year then ended; and
■ the notes to the audited consolidated 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 (“ISAs”). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the consolidated 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 are
independent of the group in accordance with the ethical requirements that are relevant to our audit of the consolidated
financial statements of the group, which includes those required by the Crown Dependencies’ Audit Rules and Guidance.
We have also fulfilled our other ethical responsibilities in accordance with these requirements.
Page 58 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Our audit approach
Overview
Audit scope
■ We have conducted a full scope audit of the consolidated financial statements of the group.
■ The consolidated financial statements comprise the company and the underlying subsidiaries, all of which are incorporated
in Guernsey.
■ Our approach is designed to address the risk of material misstatement and is tailored to consider the investment objectives
of the group.
■ In establishing the overall approach to the group’s audit, we determined the type of work that needed to be performed
by us or by our supporting team from another PwC network firm.
Key audit matters
■ Valuation of unlisted investments
■ Calculation of incentive fees
Materiality
■ Overall group materiality: €20.1 million (2024: €23.4 million) based on 2.25% of net assets.
■ Performance materiality: €15.0 million (2024: €17.5 million).
The scope of our audit
As part
of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated
financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect
of significant accounting estimates that involved making assumptions and considering future events that are inherently
uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to
fraud.
Key audit
matters
Key audit
matters are those matters that, in the auditor’s professional judgement, were of most significance in the audit
of the consolidated financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditor, including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These
matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit
of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
This is
not a complete list of all risks identified by our audit.
Annual Report 2025 | Page 59
PARTNERS GROUP PRIVATE EQUITY LIMITED
Key audit matter
Valuation of unlisted investments
Refer to the Basis of preparation (note 2), the
Material accounting policies (note 3) and notes 4, 9,
13, 17, 18 and 19 to the consolidated financial
statements.
The group has an investment portfolio consisting of
listed and unlisted investments. The unlisted
investments are split between direct and indirect
investments. The valuation of the portfolio of unlisted
investments is significant in assessing the financial
position and performance of the group and is an area
to which significant judgement is often applied and
estimates made by the directors. The unlisted
investments are valued using such methodologies
and modelling techniques considered most
appropriate by the directors in order to comply with
IFRS 13 Fair Value Measurement. The inputs to
these valuations include, but are not limited to:
Direct Investments
x Market-derived multiple applied to the
earnings of the underlying investment; or
x Discount rate applied to the future cash
flows of the underlying investment; or
x Third party valuations of the underlying
investment.
Indirect Investments
x The percentage share ownership of the
net asset value received from the general
partners of the underlying investment
funds.
Determining both the valuation methodology and the
inputs to the valuation of unlisted investments can be
subjective and complex. This, combined with the
significance of the unlisted investments to the
consolidated statement of financial position, means
that the valuation of unlisted investments was
considered a key audit matter for audit purposes.
How our audit addressed the key audit matter
We updated our understanding and evaluation of management's processes and internal
controls that apply to the valuation of unlisted investments, the valuation methodologies
and modelling techniques used and the areas where significant judgements and
estimates are made. We also performed tests over certain key internal controls used in
the valuation of unlisted investments to assess their operating effectiveness.
The unlisted investments consist primarily of private companies (“direct investments”) or
investments in funds (“indirect investments”) and are initially valued by Partners Group
AG (the "Investment Manager"), reviewed by the Valuation Committee at the Investment
Manager and subsequently presented to the directors for review, challenge, and
approval. Where appropriate, auditor’s experts were used in the execution of our testing.
For a sample of investments, we performed the following testing:
Methodology
We assessed the appropriateness of the valuation methodology applied by the
Investment Manager, including the availability of representative market data to be able to
apply an earnings multiple model. Where a discounted cash flow model was used, we
evaluated that this was the most appropriate methodology given the circumstances of
the investment being valued.
We understood the Investment Manager’s assessment of climate risk and its impact on
the valuation methodology and inputs where, and as, applicable.
Direct Investments
We obtained the Investment Manager's valuation models which, depending on the
valuation methodology, included earnings, trading multiples for listed comparable
companies and the evaluated multiple used to value the investment, or the relevant
discounted cash flow model, cash flows and discount rate applied.
A) Input testing
x We obtained the relevant management information including earnings or
cash flow inputs for the underlying investments. We used this to corroborate
the information applied in the valuation models;
x We evaluated the earnings or cash flows used in the valuation model based
on our understanding of the financial performance of the respective
underlying investment, and assessed the appropriateness of any changes
made by the Investment Manager in the application of these inputs to the
valuation;
x For investments valued on an earnings multiple basis, we considered the
appropriateness of, and independently confirmed, the trading multiples for
listed comparable companies used. We assessed the appropriateness of
any adjustments, weightings or discounts made by the Investment Manager
to the comparable trading multiples to arrive at the applied multiple used in
the valuation;
x Where we identified other listed comparable companies that we believed
represented relevant earnings trading multiples, we evaluated and
considered the impact of their inclusion on the fair value;
x For investments valued using a discounted cash flow model, we
independently sourced, where appropriate, the cash flows and inputs to the
discount rate (or discount rate used if provided by a third party) applied in
the valuation model used. For those inputs where we identified differences,
an assessment was made of the impact; and
x We used open source searches to identify relevant, publicly available
information that the Investment Manager had not considered in determining
the value of the investments, both during the year and subsequent to the
year end.
In assessing the impact of any differences arising from above, where such differences
were significant, we challenged management as to such valuation differences and, if
these could not be justified, management adjusted for such differences to the valuations
presented and we considered the impact on our overall investment valuation sampling
methodology.
B) Calculation
x We checked the mathematical accuracy of the investment valuation models;
and
x We also recalculated the attribution of the value of the unlisted investments
across the financial instruments held by the group, checking that the
instrument type and ranking of all financial instruments in issue at an
underlying investment level are considered in the assessment of the group’s
unlisted investment valuation.
Page 60 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Key audit matter How our audit addressed the key audit matter
Indirect Investments
A) Input testing
x Where underlying net asset valuations were used to value investments in
funds, we corroborated these by tracing them to supporting documentation
such as capital account statements received by the Investment Manager and
checked details such as the group's committed capital, unfunded
commitments, and percentage ownership;
x Where the Investment Manager adjusted these values for any listed or
quoted positions held by the indirect investments (for example where such
information was not coterminous with the year end and such details were
available for the respective indirect investment), we verified the market
prices applied to the adjusted net asset valuation at the year end;
x We evaluated the appropriateness of the source documentation by
performing independent confirmation procedures with the administrators of
the underlying investment funds; and
x To evaluate the reliability of the Investment Manager’s process we
performed back testing of the source documentation used in the group's prior
year valuations against the audited financial statements issued by the
underlying investment funds.
B) Calculation
x As the source documentation obtained for indirect investments related
primarily to 30 September 2025, we tested the control procedures in place at
the Investment Manager over the roll forward of the net asset value from 30
September 2025 to 31 December 2025; and
x We checked the mathematical accuracy and completeness of the roll forward
reports that contain the valuations for indirect investments.
Based on our work performed, we did not identify any material differences or matters for
further consideration.
Calculation of incentive fee
See notes 5 and 15 of the consolidated financial
statements for further information on the incentive
fees payable by the group.
Incentive fees comprise amounts accrued and
payable to the Investment Manager to compensate
them for services provided in a way which aligns their
remuneration with the group's investment
performance.
Our audit approach was based upon the specifics of the incentive fee arrangements as
set out in the amended investment management agreement and the notes to the
consolidated financial statements.
We updated our understanding and evaluation of management's processes, internal
controls and accounting policies in so far as they apply to the calculation of incentive
fees.
This includes obtaining the amended investment management agreement to inspect and
understand the terms of the amended incentive fee structure effective from 1 January
2025.
The incentive fee calculation is undertaken in
accordance with the offering documents and
investment management agreement between the
group and the Investment Manager.
The investment management agreement was
amended during the year, with the amended incentive
fee structure effective from 1 January 2025.
Incentive fees are now calculated based on the net
positive difference between the net asset value of the
group and a defined high water mark. The net asset
value of the group is based on a number of data
inputs, some of which are unobservable, determined
or calculated by management and therefore are
subject to judgment.
We focused on the incentive fee calculation due to
the change in the calculation and also due to the
nature of the incentive fees as there may be an
inherent risk that these may be overstated.
We performed the following procedures over the incentive fees:
x We checked that all parameters of the incentive fee were included within the
calculation, as set out in the offering documents and investment
management agreement;
x We obtained a schedule of incentive fees expensed and examined the
amended investment management agreement to ensure that incentive fees
are being calculated and accrued only when the contractual conditions
existed for the incentive fee to be recognized;
x With reference to the net asset value of the group and the high water mark
defined in the amended investment management agreement, we
recalculated the incentive fee attributable to the Investment Manager using
the applicable methodology; and
x With regards to the movement in, and balance of, the crystallized incentive
fee arising from the previous incentive fee arrangement applicable in
previous years, we performed both controls and substantive testing over the
occurrence of the investment disposals, the value of such disposals and the
gains realised on such disposals. This included checking that disposal met
the conditions in place for the crystallized incentive fee payment related to
the previous incentive fee arrangement to be triggered.
Based on our work performed, we did not identify any material differences or matters for
further consideration.
Annual Report 2025 | Page 61
PARTNERS GROUP PRIVATE EQUITY LIMITED
How we tailored the audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated
financial statements as a whole, taking into account the structure of the group, the accounting processes and controls, the
industry in which the group operates, and we considered the risk of climate change and the potential impact thereof on our
audit approach.
Scoping was
performed at the group level with reference to the overall group materiality and the risks of material misstatement
identified, irrespective of whether the underlying transactions took place within the company or within the subsidiaries. Indi-
vidual subsidiaries
were however assessed against an allocated component materiality to address the risk of material
misstatement to the group at the component level.
The transactions
relating to the company and the subsidiaries are all maintained and made available to us and our supporting
team (from a separate PwC network firm) by the Investment Manager and Partners Group (Guernsey) Limited (the "Admin-
istrator"). As
well as being under our direction and supervision, the audit work performed by our supporting team is subject
to our review.
Materiality
The scope
of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the consolidated financial statements as a whole.
Based on
our professional judgement, we determined materiality for the consolidated financial statements as a whole as
follows:
Overall group materiality
€20.1 million (2024: €23.4 million).
How we determined it
2.25% of net assets
Rationale for benchmark applied
We believe that net assets is the most appropriate benchmark because this
is the key metric of interest to the members of the company. It is also a
generally accepted measure used for companies in this industry.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
The range of materiality allocated across components was €16.4 million - €17.4 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality,
amounting to €15.0 million (2024: €17.5 million) for the group consolidated financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed
with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
€1.0 million (2024: €1.1 million) as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Page 62 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Reporting on other information
The other information comprises all the information included in the Annual Report (the “Annual Report”) but does not include
the consolidated financial statements and our auditor’s report thereon. The directors are responsible for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection
with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. 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.
Responsibilities for
the consolidated financial statements and the audit
Responsibilities of
the directors for the consolidated financial statements
As explained more
fully in the Director’s Responsibilities Statement, the directors are responsible for the preparation of the
consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards, the require-
ments of
Guernsey law and for such internal control as the directors determine is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing
the consolidated financial statements, the directors are responsible for assessing the group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of ac-
counting unless
the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities
for the audit of the consolidated financial statements
Our objectives
are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s 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
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
Our audit
testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
As part
of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
■ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
■ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.
■ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
Annual Report 2025 | Page 63
PARTNERS GROUP PRIVATE EQUITY LIMITED
■ Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the group’s ability to continue as a going concern over a period of at least twelve months from the date of approval
of the consolidated financial statements. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inad
-
equate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report.
■ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
■ Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of
the entities or business units within the group as a basis for forming an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit.
We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also
provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the
matters communicated with those charged with governance, we determine those matters that were of most signi-
ficance in
the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such commu
-
nication.
Use of
this report
This report,
including the opinions, has been prepared for and only for the members as a body in accordance with Section
262 of The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
Report on
other legal and regulatory requirements
Company Law
exception reporting
Under The
Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:
■ we have not received all the information and explanations we require for our audit;
■ proper accounting records have not been kept; or
■ the consolidated financial statements are not in agreement with the accounting records.
We have no exceptions to report arising from this responsibility.
Page 64 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Corporate governance statement
The UK Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and
that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement
as other information are described in the Reporting on other information section of this report.
The company
has reported compliance against the AIC Corporate Governance Code (the “Code”) which has been endorsed
by the UK Financial Reporting Council as being consistent with the UK Corporate Governance Code for the purposes of
meeting the company’s obligations, as an investment company, under the UK Listing Rules of the FCA.
Based on
the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement, included within the Directors’ Report is materially consistent with the consolidated financial statements
and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:
■ The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
■ The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
■ The directors’ statement in the consolidated financial statements about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the
group’s ability to continue to do so over a period of at least twelve months from the date of approval of the consolidated
financial statements;
■ The directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why
the period is appropriate; and
■ The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group was substantially less in scope than
an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking
that the statements are in alignment with the relevant provisions of the Code; and considering whether the statement is
consistent with the consolidated financial statements and our knowledge and understanding of the group and its environment
obtained in the course of the audit.
In addition,
based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the corporate governance statement is materially consistent with the consolidated financial statements and our knowledge
obtained during the audit:
■ The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,
and provides the information necessary for the members to assess the group's position, performance, business model
and strategy;
■ The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
■ The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
UK Listing Rules for review by the auditors.
Annual Report 2025 | Page 65
PARTNERS GROUP PRIVATE EQUITY LIMITED
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
consolidated financial statements in an annual financial report prepared under the structured digital format required by DTR
4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report
provides no assurance over whether the structured digital format annual financial report has been prepared in accordance
with those requirements.
Roland Mills
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
20 March 2026
Page 66 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
12. Audited consolidated financial statements
Audited consolidated statement of comprehensive income
for the period from 1 January 2025 to 31 December 2025
Notes
01.01.2025
01.01.2024
In thousands of EUR31.12.202531.12.2024
Net income from financial assets at fair value through profit or loss
(69,407)
154,329
Private equity
(63,863)
164,236
Interest &
dividend income
11,807
10,474
Net gains
/ (losses) on private equity investments
9
(1,596)
128,843
Net gains / (losses) on incentive fee rebates9
(18,494)
-
Withholding tax on private equity investments9
(7)
(2,281)
Net foreign exchange gains / (losses) 9
(55,573)
27,200
Other assets
(5,544)
(9,907)
Net gains
/ (losses) on other assets
9
(2,794)
(11,664)
Withholding tax on other assets9
-
(110)
Net foreign exchange gains / (losses)9
(2,750)
1,867
Net income
from cash & cash equivalents and other income
(363)
(116)
Interest & dividend income
78
99
Withholding tax
on interest income
(17)
(35)
Net foreign
exchange gains / (losses)
(424)
(180)
Total net
income
(69,770)
154,213
Operating expenses
(17,054)
(42,724)
Management fees
18
(13,633)
(14,744)
Incentive fees
14,18
-
(25,051)
Administration fees
18
(468)
(469)
Service fees
18
(250)
(250)
Other operating expenses
(2,652)
(2,130)
Net gains
/ (losses) on other long-term receivables
(10)
(12)
Other net
foreign exchange gains / (losses)
(41)
(68)
Other financial
activities
(3,110)
(2,309)
Interest expense
- credit facilities
13
(681)
(1,009)
Other finance
cost
(2,429)
(1,307)
Other income
-
7
Profit /
(loss) for period before tax
(89,934)
109,180
Income tax
expense
(8)
(260)
Other comprehensive
income for period; net of tax
-
-
Annual Report 2025 | Page 67
PARTNERS GROUP PRIVATE EQUITY LIMITED
Notes
01.01.2025
01.01.2024
In thousands of EUR31.12.202531.12.2024
Profit / (loss) for period after tax(89,942)108,920
Total comprehensive income / (loss) for period(89,942)108,920
Weighted average number of shares outstanding
69,083,808
69,151,168
Basic profit
/ (loss) per share for period (in EUR)
15
(1.30)
1.58
Diluted profit / (loss) per share for period (in EUR)15
(1.30)
1.58
The earnings per share is calculated by dividing the profit / (loss) for period by the weighted average number of shares outstanding,
excluding treasury shares.
The denominators used in calculating basic and diluted earnings per share are the same for current period and previous period.
The accompanying notes form an integral part of these audited consolidated financial statements.
Page 68 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Audited consolidated statement of financial position
As at 31 December 2025
Notes
31.12.2025
31.12.2024
In thousands of EUR
ASSETS
Financial assets at fair value through profit or loss
Private equity - investments9,17898,3641,050,043
Private equity - incentive fee rebates9,1715,670-
Other assets9,1715,50325,007
Deferred receivables on investments14,132-
Other long-term receivables4954
Non-current assets943,7181,075,104
Other short-term
receivables
174,7731,153
Cash and cash equivalents8,13818,651
Current assets12,91119,804
TOTAL ASSETS956,6291,094,908
EQUITY AND LIABILITIES
Share capital116969
Treasury shares11(5,840)-
Reserves11897,2911,038,999
Total equity891,5201,039,068
Accruals and
other short-term payables
1065,10955,840
Current liabilities65,10955,840
TOTAL EQUITY AND LIABILITIES956,6291,094,908
The accompanying notes form an integral part of these audited consolidated financial statements.
P. McKellar
Director
M. Wheatley
Director
Annual Report 2025 | Page 69
PARTNERS GROUP PRIVATE EQUITY LIMITED
Audited consolidated statement of changes in equity
for the period from 1 January 2025 to 31 December 2025
Share capital
Treasury
Reserves
Total
In thousands of EURshares
Balance at beginning of period
69
-
1,038,999
1,039,068
Dividends paid
-
-
(51,766)
(51,766)
Treasury shares
-
(5,840)
-
(5,840)
Profit /
(loss) for period after tax
-
-
(89,942)
(89,942)
Equity at
end of period
69
(5,840)
897,291
891,520
for the period from 1 January 2024 to 31 December 2024
Share capital
Treasury
Reserves
Total
In thousands of EURshares
Balance at beginning of period
69
-
979,176
979,245
Dividends paid
-
-
(49,097)
(49,097)
Treasury shares
-
-
-
-
Profit /
(loss) for period after tax
-
-
108,920
108,920
Equity at
end of period
69
-
1,038,999
1,039,068
The accompanying notes form an integral part of these audited consolidated financial statements.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Audited consolidated statement of cash flows
for the period from 1 January 2025 to 31 December 2025
Notes
01.01.2025
01.01.2024
In thousands of EUR31.12.202531.12.2024
Operating activities
Profit /
(loss) for period before interest and income tax expense
(89,253)
110,189
Adjustments:
Net foreign
exchange (gains) / losses
58,788
(28,819)
Withholding tax
on investments
7
2,391
Net gains
/ (losses) on private equity investments and other assets
4,390
(117,179)
Net gains
/ (losses) on incentive fee rebates
18,494
-
Net gains
/ (losses) on other long-term receivables
10
12
Net result
from interest income
(69)
(313)
Net result
from dividend income
(11,807)
(10,485)
(Increase) /
decrease in receivables
(4,135)
4,489
(Increase) /
decrease in withheld taxes available for deemed distributions
-
405
Increase /
(decrease) in payables
(24,425)
9,150
Purchase of
private equity investments
9
(86,581)
(33,094)
Purchase of other investments9
(15,000)
(1)
Distributions from and proceeds from sales of private equity investments
166,952
127,288
Distributions from
other investments
9
18,960
3,660
Interest & dividends received
11,867
10,549
Net cash
from / (used in) operating activities
48,198
78,242
Financing activities
Drawdown of
credit facility
1399,10055,000
Repayment of credit facility13
(99,100)
(74,000)
Interest paid
- credit facilities
13
(681)
(1,058)
Dividends paid7
(51,766)
(49,097)
Repurchase of ordinary shares11
(5,840)
-
Net cash from / (used in) financing activities
(58,287)
(69,155)
Net increase
/ (decrease) in cash and cash equivalents
(10,089)
9,087
Cash and
cash equivalents at beginning of period
18,651
9,744
Effects of
foreign currency exchange rate changes on cash and cash equivalents
(424)
(180)
Cash and
cash equivalents at end of period
8,138
18,651
The accompanying notes form an integral part of these audited consolidated financial statements.
Annual Report 2025 | Page 71
PARTNERS GROUP PRIVATE EQUITY LIMITED
Notes to
the audited consolidated financial statements
for the period from 1 January 2025 to 31 December 2025
1 Organization and business activity
Partners Group Private Equity Limited is an investment holding company established on 12 May 1999. The Company is a
Guernsey limited liability company that invests in a diversified portfolio of private market investments through its wholly
owned subsidiary, Princess Private Equity Subholding Limited (the "Subsidiary") . The Subsidiary also holds certain investments
through its wholly owned subsidiary Princess Direct Investments, L.P. Inc. (the "Sub-Subsidiary"). The Sub-Subsidiary, the
Subsidiary, and the Company form a group (the "Group"). Both of these subsidiaries are consolidated as they are deemed
to provide investment-related services to the Company. The Group primarily accesses investments directly, and to a lesser
extent via Partners Group's private equity programs; the Company also holds a small portfolio of fund investments that is
currently in run-off.
The shares of the Company were listed on the Prime Standard of the Frankfurt Stock Exchange from 13 December 2006
until 5 December 2012 (date of delisting). The shares of the Company remain listed on the Main Market of the London
Stock Exchange, where they have been listed since 1 November 2007. Following the close of business on 19 September
2025, the Company became a constituent of the FTSE 250 index.
2 Basis of preparation
The audited consolidated financial statements comprise the financial statements of the Group. The audited consolidated
financial statements have been prepared on a going concern basis in accordance with IFRS Accounting Standards as
issued by the International Accounting Standards Board ("IFRS Accounting Standards") and under the historical cost
convention as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.
The preparation of audited consolidated financial statements, in conformity with IFRS Accounting Standards, requires the
use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Although these estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those estimates. The areas where assumptions, judgments
and estimates are significant to the audited consolidated financial statements are disclosed in Note 4, 'Critical accounting
estimates and judgments'.
The Directors
of the Company have elected to prepare audited consolidated financial statements for the period ended 31
December 2025 as the parent of the Group and therefore, in accordance with Section 244(5) of The Companies (Guernsey)
Law, 2008, they are not required to prepare individual accounts for the financial period in accordance with Section 243 of
The Companies (Guernsey) Law, 2008.
3 Material accounting policies
The accounting policies below have been applied consistently, except where otherwise noted, in dealing with items which
are considered material in relation to the Group's audited consolidated financial statements.
From 1 January 2025, the following revised IFRS Accounting Standards and interpretations to existing standards were
required to be adopted. The Group has consequently adopted all relevant and below mentioned standards effective from
1 January 2025:
■ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability (effective from 1
January 2025);
The Group assessed the applicability of this amendment in relation to operations involving currencies which may be subject
to exchange restrictions or controls. Where relevant, the Group has applied the guidance to determine the appropriate spot
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PARTNERS GROUP PRIVATE EQUITY LIMITED
exchange rate(s) and included the required additional disclosures in accordance with IAS 21 The Effects of Changes in
Foreign Exchange Rates in 'Foreign currency exchange risk' note.
The following standards or amendments to existing standards that are mandatory for future accounting periods, but where
early adoption is permitted now, have not been adopted. The Group is still assessing the potential impact of these standards
on the consolidated financial statements:
■ Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective from 1 January
2026); and
■ IFRS 18 Presentation and Disclosure in Financial Statements (effective from 1 January 2027).
No other new standards or amendments to standards are expected to have a material effect on the consolidated financial
statements of the Group.
Consolidation
The Directors
of the Company have determined that the Company is an investment entity in accordance with IFRS 10 based
on the fact that it meets the relevant definition criteria. The Company:
■ obtains funds from one or more investors for the purpose of providing those investors with investment management
services;
■ commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment
income or both; and
■ measures and evaluates the performance of substantially all of its investments on a fair value basis.
As a result, the Group does not consolidate any entities other than the Subsidiary and Sub-Subsidiary (the "Subsidiaries"),
as further described in Note 4, "Critical accounting estimates and judgments".
Inter-company transactions,
balances and unrealized gains or losses on transactions between Group companies are
eliminated on consolidation.
A list
of the Group's subsidiaries is set out in Note 19. The consolidation is performed using the purchase method. All Group
companies have 31 December as the end of their reporting periods.
Net income
from short-term investments and cash and cash equivalents
Income from
bank deposits and interest income from short-term investments are included on an accruals basis using the
effective interest rate method. Gains and losses from short-term investments and gains and losses from cash and cash
equivalents also include the increase or decrease in the value of short-term investments purchased at a discount or a
premium. All realized and unrealized profits and losses are recognized in the audited consolidated statement of comprehensive
income. Dividend income from money market funds ("MMFs") and short-term investments are recognized when the right
to receive payment is established.
Expenditure
All items
of expenditure are included in the audited consolidated financial statements on an accruals basis.
Foreign currency translation
(a) Functional and
presentation currency
Items included
in the financial statements of each of the Group's entities are measured using the currency of the primary
economic environment in which the Group operates (the "Functional Currency") that most faithfully represents the economic
effect of the underlying transactions, events and conditions. The Group's economic environment has been assessed and
determined in accordance with the primary and secondary indicators defined in IAS 21 The Effects of Changes in Foreign
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Exchange Rates. The audited consolidated financial statements are presented in Euros, which is the Company and Group's
Functional Currency.
(b) Transactions and balances
Transactions in
foreign currencies are translated into the Functional Currency using the exchange rates prevailing at the
dates of the transactions or valuations where items are remeasured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at the end of the reporting period exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognized in the audited consolidated statement of comprehensive
income.
Financial assets
and financial liabilities at fair value through profit or loss
(a) Classification
The Group
classifies its investments based on both the Group's business model for managing those financial assets and
the contractual cash flow characteristics of the financial assets. The portfolio of financial assets is managed and performance
is evaluated on a fair value basis. The Group is primarily focused on fair value information and uses that information to
assess the assets' performance and to make decisions. The Group has not taken the option to irrevocably designate any
equity securities as fair value through other comprehensive income. The contractual cash flows of the Group's debt securities
are solely principal and interest; however, these securities are neither held for the purpose of collecting contractual cash
flows nor held both for collecting contractual cash flows and for sale. The collection of contractual cash flows is only incidental
to achieving the Group business model's objective. Consequently, all investments are measured at fair value through profit
or loss.
Where the
Group has hedged the value of non-Functional Currency investments against the Functional Currency the Group
does not use hedge accounting as defined in IFRS 9. Derivative financial instruments are classified as financial assets and
financial liabilities at fair value through profit or loss in accordance with IFRS 9. They are initially recognized in the audited
consolidated statement of financial position at fair value and are subsequently remeasured to fair value. As a result, the
realized gains/losses and the unrealized changes in fair value are recognized in the audited consolidated statement of
comprehensive income under the heading "Other financial activities". The fair values of various derivative instruments used
for hedging purposes, if any, are disclosed in the notes.
Financial assets
and financial liabilities at fair value through profit or loss consist of interests which are acquired by the
Group (including all related securities) in (typically unlisted) direct private market investments ("Direct Investments"), some
of which are accessed through Partners Group's access vehicles, and all other types of investments, which comprise
investments through Partners Group's funds, as well as other investment vehicles ("Indirect Investments"). These are
managed and their performance is evaluated on a fair value basis in accordance with the Group's documented investment
strategy. The Group's policy is used by the Investment Manager and the Directors to evaluate the information about these
financial assets and liabilities on a fair value basis together with other related financial information.
Incentive fee rebate financial assets are classified as financial assets at fair value through profit or loss based on the Group's
business model and the asset's contractual cash flow characteristics. The contractual cash flows are contingent and linked
to performance-fee economics of the portfolio of investments and not of payments of principal and interest consistent with
a lending arrangement.
In setting the Group's investment policy the Directors have determined their intention to focus on making investments in
entities that adopt an internationally recognized standard of accounting.
(b) Recognition and
derecognition
All transactions
relating to financial assets and financial liabilities at fair value through profit or loss are recognized when
all risks and rewards of ownership have been transferred.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Any distributions, including return of principal of investment, received from the underlying Direct and Indirect Investments
are recognized when the Group's right to receive payment has been established.
Financial assets and financial liabilities at fair value through profit or loss are derecognized when the right to receive cash
flows has expired or where substantially all risks and rewards of ownership have been transferred.
Occasionally, the
target investment structure may change under the normal course of operations, where an intermediary
investment vehicle transfers its ownership in the underlying investment to another vehicle within the structure. These
transfers are typically done at cost or fair value, depending on the jurisdiction in which the structures reside. On the basis
that the underlying investments are monitored on a look-through basis, these transactions are not deemed to be realizing
events for the purpose of the incentive fees calculations.
Cash and
payment-in-kind ("PIK") interest relating to debt investments held at fair value through profit or loss are recognized
on an accruals basis within interest income (including PIK) in the audited consolidated statement of comprehensive income
when the Group's right to receive payment is established.
Incentive fee
rebate financial assets are measured when the Group's contractual right to receive the cash flows is established
and derecognized when cash is received or when the Group's contractual right to receive cash flows expires or is extinguished.
(c) Measurement
As a
matter of principle, financial assets and financial liabilities at fair value through profit or loss are initially recognized at
fair value. Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are
measured at fair value. Gains and losses arising from changes in the fair value of the financial assets or financial liabilities
at fair value through profit or loss are presented in the audited consolidated statement of comprehensive income within net
income from financial assets at fair value through profit or loss in the period in which they arise.
Distributions from
Indirect Investments held at fair value through profit or loss are recognized in the audited consolidated
statement of financial position when the Group's right to receive payment is established. Distributions received from Indirect
Investments are recognized first as a repayment of the original capital contributed to the Indirect Investments which is
substantially in keeping with the distribution arrangements prescribed by the constituent documents of the Indirect Investments.
On repayment of any of the original capital contributed in full to the Indirect Investments, all subsequent distributions are
recognized in the audited consolidated statement of comprehensive income within revaluation.
Any interest
and dividend distributions derived from Direct Investments are recognized when the Group's right to receive
payment is established and included within interest and dividend income in the audited consolidated statement of
comprehensive income.
Incentive fee
rebate is measured based on the best available information at each reporting date regarding the amount
expected to be received, consistent with the contractual terms and conditions.
(d) Fair value
estimation
The fair
values of financial instruments whose principal markets are actively traded exchange markets are based on quoted
market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the
price within the bid-ask spread which is most representative of fair value at the end of the reporting period.
In assessing
the fair value of non-traded financial instruments, the Group uses a variety of market and income methods
such as time of last financing, earnings and multiple analysis, discounted cash flow method and third-party valuation and
makes assumptions that are based on market conditions and expected market participant assumptions existing at the end
of each period. Quoted market prices or dealer quotes for specific similar instruments are also used for long-term debt
where appropriate. Other information used in determining the fair value of non-traded financial instruments includes latest
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PARTNERS GROUP PRIVATE EQUITY LIMITED
financial reports, subsequent cash flows and internally performed monitoring of triggering events (such as exits and initial
public offerings ("IPOs")) as well as pricing movements in comparable investments together with techniques, such as option
pricing models and estimated discounted value of future cash flows.
Short-term investments
Short-term investments
consist of investments in treasury bills and money-market funds with a stated maturity between
three and twelve months at the date of acquisition. Short-term investments are classified and subsequently measured at
fair value through profit or loss.
Offsetting financial
instruments
Financial assets
and liabilities are offset and the net amount reported in the audited consolidated statement of financial
position where there is currently a legally and contractually enforceable right to offset the recognized amounts and there is
an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. A current legally and
contractually enforceable right to offset must not be contingent on a future event. Furthermore, it must be legally and
contractually enforceable in (i) the normal course of business; (ii) the event of default; and (iii) the event of insolvency or
bankruptcy of the Group and any of the counterparties.
Cash and
cash equivalents
Cash and
cash equivalents consist of cash at bank, term deposits, treasury bills and MMFs with original maturity of three
months or less from the date of acquisition. MMFs are classified as cash and cash equivalents due to their liquidity and
insignificant risk of changes in value. The MMFs held at a constant net asset value have a weighted average maturity of
less than 90 days and are able to be redeemed on a same day basis. Cash and cash equivalents are stated at the carrying
amount as this is a reasonable approximation of fair value. Bank overdrafts are included within current liabilities in the
audited consolidated statement of financial position. Cash and cash equivalents may include unrestricted variation margin
balances received from counterparties as collateral on derivative asset positions, which are due back to those counterparties
on settlement of the derivatives.
Other short-term
receivables and long-term receivables
Other short-term
receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They are classified as current assets unless the maturities are more than twelve months after the end
of the reporting period, where they are classified as non-current assets. Other short-term receivables are stated at the
contractual amount less impairment, if any, as this is a reasonable approximation of fair value. Other short-term receivables
may include variation margin balances paid to counterparties on derivative liability positions, which are due back from those
counterparties on settlement of the derivatives.
Other long-term
receivables also include amounts receivable by the Group at the reporting date which represent distributions
from underlying investments that are held through special purpose vehicles that could be subject to corporate tax in
jurisdictions different to that of the Group. In certain cases, all distributions received from underlying investments must be
retained in such vehicles until the investment is fully realized in order to benefit from such structuring. It has been determined
that future payments may need to be made by the special purpose vehicles to tax authorities in the jurisdictions in which
these are based, and as such not all of the amounts paid by the underlying investment may be recoverable in full by the
Group should the distributions be taxed. As a result, these long-term receivable balances are assessed for taxes owing
and the resulting revaluation of these long-term receivables is recorded under "revaluation of long-term receivables" in the
audited consolidated statement of comprehensive income. These underlying investments and related calls and distributions
have been accounted for on a look-through basis.
Deferred receivables
Deferred receivables
meet the definition of a financial asset as they represent a contractual right to receive cash for a
specified amount at a specified date. Deferred receivables which represent a financial asset are initially measured at fair
value. Subsequently these are measured at amortized cost using the effective interest rate method. At the end of the
reporting period, the Group shall measure the loss allowance on outstanding balance at an amount equal to the lifetime
expected credit losses if the credit risk has increased significantly since initial recognition. If however, the credit risk has
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PARTNERS GROUP PRIVATE EQUITY LIMITED
not increased significantly since initial recognition, the Group shall measure the loss allowance at an amount equal to
12-month expected credit losses. They are classified as assets falling due within one year unless the maturities are more
than 12 months after the end of the reporting period where they are classified as assets falling due after one year. A deferred
receivable is derecognized when the obligation to receive the specifically identified cash flows has been fulfilled, expired,
or there are no reasonable expectations of recovering those cash flows in their entirety or a portion thereof.
Accruals and other short-term payables
Accruals and
other short-term payables are non-derivative financial liabilities with fixed or determinable payments that are
not quoted in an active market. They are classified as current liabilities unless the maturities are more than twelve months
after the end of the reporting period where they are classified as non-current liabilities. Accruals and short-term payables
are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
Accruals and other short-term payables may include variation margin balances received as cash from counterparties on
derivative asset positions, which are payable back to those counterparties on the settlement of the derivatives.
Borrowings
Borrowings consist
of credit facilities and loans received either from financial institutions or from related parties. Such
borrowings are initially recognized at fair value and subsequently measured at amortized cost using the effective interest
rate method. Borrowings are derecognized when the obligation specified in the contract is discharged, canceled or expired.
In the audited consolidated statement of financial position borrowings are classified as current liabilities unless the maturities
are more than twelve months after the end of the reporting period where they are classified as non-current liabilities.
Deferred payments
Deferred payments
meet the definition of a financial liability as they are a contractual obligation for a specified amount at
a specified date. Deferred payments are initially recognized at fair value and subsequently measured at amortized cost
using the effective interest method. They are classified as current liabilities unless the maturities are more than twelve
months after the end of the reporting period where they are classified as non-current liabilities. A deferred payment is
derecognized when the obligation under the liability is paid or discharged.
Equity
Shares are
classified as equity. Where any group company purchases the Company's equity share capital (treasury shares),
the consideration paid, including any directly attributable incremental costs, is deducted from equity attributable to the
Company's equity holders until the shares are canceled or reissued. Where such shares are subsequently reissued, any
consideration received, net of any directly attributable incremental transaction costs, is included in equity attributable to the
Company's equity holders.
4 Critical accounting estimates and judgments
There is significant subjectivity in the valuation of Direct and Indirect Investments with very little transparent market activity
to provide support for fair value levels at which willing buyers and sellers would transact. In addition, there is subjectivity in
the cash flow modeling due to the fact that the underlying investments, in many cases, require funding based on their future
development. The estimates and judgments employed therein are therefore continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results.
Incentive fee rebates
In prior periods, the Group presented incentive fee expense and incentive fee rebates on a net basis, where these amounts
were directly linked and expected to move together, reflecting the Group's net fee exposure and as per the previous IMA
with Partners Group AG. From 1 January 2025, due to the crystallization of the Group's incentive fee accrued at 31 December
2024 as a result of the adoption and implementation of the amended Investment Management Agreement dated 18 February
2025 ("Amended IMA"), movements in the incentive fee rebate accrual is now decoupled from the Group's incentive fee
expense as the incentive fee rebates are dependent on underlying subsequent event performance whereas the incentive
fee expense is no longer only based on such performance measures.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Critical judgments
The Group concluded that net presentation would no longer faithfully represent the substance and economic effects of the
arrangement and that gross presentation provides more relevant information.
Based on
this assessment, the Group recognizes incentive fee rebates as financial assets at fair value through profit and
loss. Movements therein are recognized separately through the consolidated statement of comprehensive income and the
accrual of the incentive fee rebate financial asset is included in financial assets, Private Equity within the consolidated
statement of financial position.
Unlisted investments
For the
valuation of such investments the Investment Manager reviews the latest information provided by underlying
investments and other business counterparties, which frequently does not coincide with the valuation date, and applies
widely recognized market and income valuation methods to such information such as time of last financing, earnings and
multiple analysis, discounted cash flow method and third-party valuation as well as market prices of similar investments to
estimate a fair value as at the end of the reporting period.
Critical judgments
In order
to determine the underlying assumptions of such valuation methods, significant judgment is required. These may
include but are not limited to:
■ Selection of valuation technique;
■ Selection of a set of comparable listed companies;
■ Selection of performance measures of such listed companies in order to determine comparable trading multiples;
■ Selection of recent transactions for the sales comparison method; and
■ Identification of uncertain tax positions.
As part of the fair valuation of such investments, the Investment Manager uses observable market data (whenever possible),
unobservable data and cash flow data to consider and determine the fair values of the underlying investments. Furthermore,
the Investment Manager considers the overall portfolio against observable data and general market developments to
determine if the valuations attributed appear to be fair based on the current market environment. The Investment Manager
makes practical efforts to obtain the latest available information pertaining to the underlying unquoted investments.
The Investment
Manager adheres to fair value assessment procedures that are determined independently of its investment
committee as part of the continuous evaluation of the fair value of the underlying unquoted investments.
Critical estimates
The Group
estimates the fair value of an investment as at the valuation date based on an assessment of relevant applicable
indicators of fair value. Such indicators may include, but are not limited to:
■ Determination of adjustments to comparable trading multiples based on qualitative factors;
■ Determination of future cash flows;
■ Determination of applicable discount rates considering own and counterparties' credit risk;
■ Determination of applicable capitalization rates for the income method;
■ Determination of price within the bid-ask spread for investments with available broker quotes;
■ An underlying investment's most recent reporting information, including a detailed analysis of underlying company
performance and investment transactions with the Indirect Investments between the latest available reporting information
of the underlying investment and the end of the reporting period of the Group;
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PARTNERS GROUP PRIVATE EQUITY LIMITED
■ Review of a Direct Investment's most recent accounting and cash flow reports and models, including data supplied by
both the sponsor and the company and any additional available information between the date of these reports and the
end of the reporting period of the Group;
■ Review of recent transaction prices and merger and acquisition activity for similar Direct Investments;
■ Review of the Indirect Investment's application of generally accepted accounting principles and the valuation method
applied for its underlying investments, such as discounted cash flow and multiple analysis, which are based on available
information;
■ Review of current market environment and the impact of it on the Direct and Indirect Investments; and
■ Determination of the impact of uncertain tax positions on the valuation.
The variety of valuation bases adopted, quality of management information provided by the underlying Indirect Investments and
the lack of liquid markets for the investments held mean that there are inherent difficulties in determining the fair values of
these investments that cannot be eliminated. There are significant estimates and assumptions that are used in establishing
the fair value of financial assets and liabilities. As a result, the actual amounts realized on the sale of these instruments
may differ from the fair values reflected in these audited consolidated financial statements and these differences may be
significant as a result of the judgments and estimates applied. The output of the above estimation of the fair value of
investments is a significant factor in the calculation of estimated incentive fee accruals and any rebates.
Cash flow
modeling
In addition
to the review of historical data within the cash flow modeling used to estimate the cash flow requirements for
the Group, the Investment Manager also takes into account current portfolio data together with the expected development
of the market environment based on observable market information and subjects this to simulations and stress-testing with
consideration of certain scenarios which could occur and their potential impact on the Group and its investment commitment
and funding strategy.
The results
of such observations are included within the investment models to provide an insight into future expected cash
flows and the liquidity requirements of the Group.
Critical estimates
As at
the end of the reporting period, the Group estimates the cash flow requirements based on an assessment of all
applicable indicators, which may include but are not limited to the following:
■ Historical statistical data: external and internal data serve as the statistical basis of the quantitative model;
■ Current portfolio company information: the model is updated to take into account current data from the Group's Direct
and Indirect Investments;
■ Input from the Investment Manager's investment professionals: quantitative and qualitative inputs from the general market
environment and specific portfolio in the model;
■ Monte-Carlo simulations and stress-tests: stochastic behavior of private market cash flows combined with valuations
and tailor-made scenario analyses provide the basis for commitment decisions and quantitative risk management; and
■ Use of borrowings and anticipated usage of such borrowings for anticipated drawdowns in relation to unfunded
commitments to Direct and Indirect Investments.
There are judgments made, based on assumptions concerning the future, and uncertainty in the estimates in the cash flow
modeling method and as such the Investment Manager, on instruction from the Board of Directors, continuously compares
these assumptions against actual market and business developments and revises the cash flow model accordingly.
Investment entity
status of Subsidiaries
The assessment
whether to consolidate the Subsidiaries which relate to the Group's investment activities requires judgment
as to whether those Subsidiaries meet the definition of an Investment Entity in IFRS 10 and provide services that relate to
Annual Report 2025 | Page 79
PARTNERS GROUP PRIVATE EQUITY LIMITED
the Company's investment activities. Management has assessed the amendment to IFRS 10 (effective 1 January 2016)
and concluded that each of the Subsidiaries does not meet the definition of an Investment Entity in accordance with IFRS
Accounting Standards, primarily because each of the Subsidiaries has a single investor, which is a related party. Each of
the Subsidiaries' primary services is to provide investment-related services to the parent company, including but not limited
to providing investment management services to the Company and acting as guarantor to the Company of its short-term
credit facility.
5 Expenses
Management fees
Under the Amended IMA between the Company and Investment Manager, with effect from 1 January 2025, the Company
pays quarterly management fees to the Investment Manager in arrears. The quarterly management fees are calculated as
0.375% of the Company's net asset value less the value of any temporary investments, primary investments and secondary
investments, plus the amount of the Company's unfunded commitments to make investments.
Prior to
the change in the management fee basis with effect from 1 January 2025, the quarterly management fees were
calculated as 0.375% of the private equity asset value which is the higher of (i) the net asset value of the Company and (ii)
the value of the assets less any temporary investments of the Company.
Any management
fees are disclosed in accordance with the Investment Management Agreement.
No management
fees are payable by the Company in respect of investments in Partners Group vehicles at the underlying
vehicle level, and the Investment Manager ensures that any management fees that would otherwise arise at such level are
waived or rebated to the Company in accordance with the Investment Management Agreement.
Administration fees
The administration
fees are paid quarterly in advance pursuant to the administration agreement between the Company and
Partners Group (Guernsey) Limited (the "Administrator"). With effect from 1 July 2022, the quarterly administration fees are
calculated as 0.0125% of the first EUR 900 million of net asset value of the Company (previously 0.0125% of the first USD
1 billion of net assets) and 0.005% of the amount by which such net asset value of the Company exceeds EUR 900 million
(previously 0.005% of the amount by which such net assets exceed USD 1 billion).
Service fees
For the
services provided under the investor relations agreement, the Company pays the Investment Manager a quarterly
compensation of EUR 62,500 excluding value added tax, if any, including any overhead, travel, out-of-pocket, information
technology, and other infrastructure expenses in connection with the provision of services under the agreement.
Incentive fees
In accordance
with the IMA, the Investment Manager is entitled to receive a share of the realized profits of the Company,
otherwise referred to as incentive fees. Incentive fees, at each reporting date, are calculated taking into account the required
performance conditions and distribution arrangements of the Company in accordance with the IMA.
Prior to
1 January 2025 the incentive fee arrangement was based on the realized gain (after deducting specific purchase
and sales costs, but before accounting for any management fees) for each of the Company's investments, on a "deal-by-deal"
basis in respect of which the Company achieved an IRR of at least 8%, without reference to the overall net asset value
performance of the Company. Certain shareholders requested to change the "deal-by-deal" mechanism to a more 'fund as
a whole' basis.
Effective 1
January 2025, the Company adopted a revised incentive fee structure under the Amended IMA. The incentive
fee remains at a rate of 15%, tested and paid on a semi-annual basis with monthly accruals. The incentive fee is now
calculated as the net positive difference between (a) NAV (excluding accruals for incentive fees in respect of current
calculation period) and (b) High Water Mark. The High Water Mark is defined as the higher of (i) the NAV at the last
semi-annual date when an incentive fee became payable; and (ii) the NAV as at 31 December 2024. If the calculated
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PARTNERS GROUP PRIVATE EQUITY LIMITED
incentive fee, including any Deferred Incentive Fees, would cause the total incentive fee to exceed 4.99% of the lower of
NAV or market capitalization, or if it would cause the Company’s net debt to exceed 5% of NAV, only the portion of the
incentive fee that would not breach these thresholds is paid. The balance of Incentive Fee which remains unpaid is deferred.
Deferred Incentive Fees are reassessed monthly and paid when conditions permit, with priority given to the earliest
outstanding amounts.
The foreign currency exchange fluctuations are included in this calculation.
The change
in incentive fees is accounted for on an accruals basis and is presented separately in the audited consolidated
statement of comprehensive income.
No incentive
fees are payable by the Company in respect of investments in Partners Group vehicles at the underlying
vehicle level, and the Investment Manager ensures that any performance fees that would otherwise arise at such level are
waived or rebated to the Company in accordance with the Amended IMA ("incentive fee rebates").
Following the
Amended IMA, which resulted in the crystallization of the Group's incentive fee accrued at 31 December
2024, it was concluded that the Group-level incentive fee accrual and the accrual of the benefits from incentive fee rebates
no longer largely offset symmetrically. Accordingly, the Group reassessed the presentation and recognition of amounts
arising from incentive fee rebates in applying its accounting policies to conditions that differ in substance from those previously
occurring (refer to Note 4 Critical accounting estimates and judgments).
Audit fees
During the
reporting period, the Company paid audit fees in the amount of EUR 123,098 (31.12.2024: EUR 142,958).
6 Taxation
The Company and the Subsidiaries are exempt from taxation in Guernsey under The Income Tax (Exempt Bodies) (Guernsey)
Ordinance, 1989 and are each liable for the payment of an annual fixed rate of GBP 1,600 (31.12.2024: GBP 1,600) per
annum for the granting of the exemption.
The Group is treated as a corporation for US federal income tax purposes. According to US tax laws, the Company's
effectively connected taxable income is subject to a federal tax rate of 21%. Such tax is reported as Income tax expense
in the audited consolidated statement of comprehensive income.
The Group
may incur withholding taxes imposed by certain countries on income from underlying investments. Such income
is recognized gross of withholding taxes in the audited consolidated statement of comprehensive income.
7 Dividends
During the reporting period, the Board of Directors of Partners Group Private Equity Limited declared two interim dividends,
each of EUR 0.375 per ordinary share, which were paid on 13 June 2025 and 19 December 2025 to shareholders on the
register of members as at 8 May 2025 and 14 November 2025, respectively, in total amounting to EUR 51.8 million (total
dividend in 2024: two interim dividends, each of EUR 0.355 per ordinary share, which were paid on 17 June 2024 and 13
December 2024 to shareholders on the register of members as at 17 May 2024 and 8 November 2024, respectively, in
total amounting to EUR 49.1 million).
8 Segment calculation
The Investment Manager makes strategic allocations of assets between segments on behalf of the Group. The Group has
determined the operating segments based on the internal reporting provided by the Investment Manager to the Board of
Directors on a regular basis.
The Investment Manager considers that the investment portfolio of the Group may consist of up to six sub-portfolios, which
are managed by specialist teams within the Investment Manager. Only those segments applicable within the reporting
Annual Report 2025 | Page 81
PARTNERS GROUP PRIVATE EQUITY LIMITED
period have been reflected in these audited consolidated financial statements and the notes below. There were no changes
in the reportable segments during the period.
The Investment Manager assesses the performance of the reportable segments based on the net income from and capital
appreciation of the financial assets at fair value through profit or loss by segment, based on the fair value methodologies
adopted by the Group. This measurement basis excludes any additional general income and expenses which are not
allocated to segments but are managed by the Administrator on a central basis.
Total assets
allocated to reportable segments are those financial instruments presented in the audited consolidated statement
of financial position by segment, and the Group's other assets, receivables, liabilities, and cash are not considered to be
segment assets or liabilities and are managed centrally by the Administrator. Hedging gains and losses are attributable to
hedging activities of the Group and managed on a central basis by the Investment Manager and Administrator and the
Group's management and incentive fees paid are not considered to be segment expenses.
The segment
information provided by the Investment Manager with respect to reportable segments for the period is as
follows:
01.01.2025 01.01.2024
In thousands of EUR 31.12.2025 31.12.2024
Private equity
Interest &
dividend income
11,807
10,474
Net gains
/ (losses) on private equity investments
(1,596)
128,843
Net gains
/ (losses) on incentive fee rebates
(18,494)
-
Withholding tax
on private equity investments
(7)
(2,281)
Net foreign
exchange gains / (losses)
(55,573)
27,200
Total net
income private equity
(63,863)
164,236
Segment result
private equity
(63,863)
164,236
Other assets
Net gains
/ (losses) on other assets
(2,794)
(11,664)
Withholding tax
on other assets
-
(110)
Net foreign
exchange gains / (losses)
(2,750)
1,867
Total net
income other assets
(5,544)
(9,907)
Segment result
other assets
(5,544)
(9,907)
Non-attributable
Interest &
dividend income
61
64
Net foreign
exchange gains / (losses)
(424)
(180)
Total net
income non-attributable
(363)
(116)
Segment result
non-attributable (including total net income non-attributable)
(17,417)
(42,840)
Other financial
activities not allocated
(3,110)
(2,309)
Profit /
(loss) for the financial period before tax
(89,934)
109,180
Income tax
expense
(8)
(260)
Profit /
(loss) for the financial period after tax
(89,942)
108,920
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PARTNERS GROUP PRIVATE EQUITY LIMITED
9 Financial assets at fair value through profit or loss
9.1 PRIVATE EQUITY
31.12.2025
31.12.2024
In thousands of EUR
Balance at beginning of period
1,050,043
969,391
Incentive fee rebates at 1 January 2025 (refer to Note 14)
34,164
-
Balance at
beginning of period including accrued incentive fee rebates
1,084,207
969,391
Purchase of
Direct and Indirect Investments
86,581
33,094
Distributions from
and proceeds from sales of Direct and Indirect Investments
(181,084)
(127,288)
Reclassification of
investments
-
21,095
Accrued cash
and PIK interest
-
(11)
Net gains
/ (losses) on private equity investments
(1,596)
128,843
Net gains
/ (losses) on incentive fee rebates
(18,494)
-
Withholding tax
on private equity investments
(7)
(2,281)
Net foreign
exchange gains / (losses)
(55,573)
27,200
Balance at
end of period
914,034
1,050,043
Private equity
investments
898,364
-
Incentive fee
rebates
15,670
-
Changes in
unrealized gains / (losses) on private equity investments held at end of period
(177,540)
50,565
and included within net gains / (losses) on private equity investments
9.2 OTHER ASSETS
31.12.2025
31.12.2024
In thousands of EUR
Balance at beginning of period
25,007
59,668
Purchase of Direct and Indirect Investments
15,000
1
Distributions from
and proceeds from sales of Direct and Indirect Investments
(18,960)
(3,660)
Reclassification of
investments
-
(21,095)
Net gains
/ (losses) on other assets
(2,794)
(11,664)
Withholding tax
on other assets
-
(110)
Net foreign
exchange gains / (losses)
(2,750)
1,867
Balance at
end of period
15,503
25,007
Changes in
unrealized gains / (losses) on other assets held at end of period and included
(2,526)
(4,210)
within net gains / (losses) on other assets
At the beginning of the previous reporting period, two investments were reclassified from Other Assets to Private Equity,
amounting to EUR 21,095,402, due to a review of categorization. This reclassification does not represent any changes in
the investments themselves and has no impact on the net asset value.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
10 Accruals and other short-term payables
As at the end of the reporting period, accruals and other short-term payables mainly include Crystallized Incentive Fees of
EUR 56,768,069 (2024: EUR 84,478,532 net of incentive fee rebates of EUR 34,163,572) (refer to Note 4 Critical accounting
estimates and judgments and Note 14 Incentive fees).
11 Share capital, treasury shares, and reserves
11.1 SHARE CAPITAL AND TREASURY SHARES
31.12.2025
31.12.2024
In thousands of EUR
200,100,000 ordinary shares of EUR 0.001 each
200
200
Total authorized shares
200
200
69,151,168 ordinary shares of EUR 0.001 each out of the bond conversion
69
69
Total issued and fully paid shares
69
69
During the reporting period, the shareholders approved a share buyback programme following Free Cash Flow as calculated
under the Company's Capital Allocation Policy, authorizing the Company to acquire 10,365,760 of its ordinary shares, or,
if less, 14.99% of its ordinary shares in issue (excluding those held as treasury shares) at the date of approval. Under this
program, the Company repurchased 562,025 of its ordinary shares at an average price of EUR 10.39 per share during the
reporting period.
On 28 January 2026, the Company announced an extension of the share buyback programme to 30 April 2026. Between
the end of the reporting date and the approval of these consolidated financial statements, the Company repurchased a
further 597,000 of its ordinary shares at an average price of EUR 10.10 per share.
No ordinary shares
were issued or cancelled during the current and previous reporting periods.
Treasury shares are
recognized at cost and presented separately within equity. The Company may hold treasury shares
in relation to the approved share buyback programme until such shares are cancelled in the share register. There were
562,025 treasury shares (31.12.2024: nil). No treasury shares were cancelled during the current and previous reporting
periods.
31.12.2025
31.12.2024
Number of shares
Value
Number of shares
Value
(in thousands of EUR)
(in thousands of EUR)
Ordinary shares
Balance at beginning of
period
69,151,168
69
69,151,168
69
Shares issued during
the period
-
-
-
-
Shares cancelled during
the period
-
-
-
-
Balance at end of
period
69,151,168
69
69,151,168
69
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PARTNERS GROUP PRIVATE EQUITY LIMITED
Treasury shares
Balance at beginning of
-
-
-
-
period
Shares repurchased
562,025
5,840
-
-
during
the period
Shares sold during
t h e
-
-
-
-
period
Shares cancelled during
the period
-
-
-
-
Balance
at end
of
562,025
5,840
-
-
period
Ordinary shares
68,589,143
69,151,168
excluding
treasury
shares
at period
end
Weighted average
69,083,808
69,151,168
number
of ordinary
shares
excluding
treasury
shares during
the
period
11.2 RESERVES
The Directors have decided to present Reserves and Retained earnings as one reserve, both of which are distributable
reserves and similar in nature. This presentation remains consistent for the reporting period.
12 Commitments to Direct and Indirect Investments
31.12.2025
31.12.2024
In thousands of EUR
Unfunded commitments translated
at the rate prevailing at end of period
119,802
120,579
13 Short-term credit facility
The Company entered into a multi-currency revolving credit facility with a financial institution on 27 July 2011 (the "Original
Facility Agreement"). The Total Commitments under the facility was EUR 140,000,000 with a margin of 3.25% per annum
(or 2.95% if certain conditions were met, including no default occurring and the total asset ratio being less than or equal to
15%).
Effective 12 November 2025, under the Amended and Restatement Agreement (the "Amended Facility Agreement") with
additional financial institutions, the Total Commitments was increased to EUR 150,000,000, representing an increase of
EUR 10,000,000 in Additional Commitments. Additionally, the margin has been reduced to 2.70% per annum and is subject
to a defined loan-to-value ratio.
The purpose of
the credit facility is to support various investment and operational needs of the Company.
Annual Report 2025 | Page 85
PARTNERS GROUP PRIVATE EQUITY LIMITED
The facility is secured by way of a market standard security package including a pledge over the shares in Princess Private
Equity Subholding Limited, a wholly owned subsidiary of the Company, and a pledge over ZKB Swiss and Credit Suisse
bank accounts.
The Company must maintain a total net asset value of at least EUR 500,000,000 (2024: EUR 500,000,000) and a total
asset ratio (total debt plus current liabilities as a percentage of restricted net asset value) not greater than 25%. The restricted
net asset value of the Group means total net asset value less:
(a) the aggregate
net asset value in the base currency, calculated using the exchange rate on the specified date, to the
extent that it does not exceed the limits set out in the Diversity Tests as calculated based on (i) in respect of the period from
the original date of this Agreement to and including the Reporting Switch Date, by reference to the most recent Quarterly
Report or (ii) following the reporting switch date by reference to the most recent set of Annual Financial Statement,
Semi-Annual Report or Quarterly Report; and
(b) to the
extent that the value of any shares of the Borrower that are acquired as per definition of Permitted Acquisition
which is included in total net asset value, the value of such shares. Permitted Acquisition is (i) the acquisition of a Private
Equity Investment directly or indirectly by Subco given that certain conditions are met, including compliance with financial
covenants and the Investment Policy; and (ii) the acquisition by the Borrower of its own shares in the market or by tender
offer, as permitted by the Constitutional Documents and the Companies (Guernsey) Law, 2008, in order to mitigate any
discount to the net asset value at which such shares are trading.
As at
the end of the reporting period and the previous reporting period, no event of default has occurred.
Date of
entering the agreement 27 July 2011
Amendment date 12 November 2025
Original date of termination 13 December 2026
Amended date of termination of the agreement 12 November 2029
Amount available for utilization of the Company under the EUR 150,000,000 (2024: EUR 140,000,000)
agreement
Basis
of the interest on principal drawn is: Margin + Interest is payable using EURIBOR in relation to any loan in
EUR plus margin. Prior to Amendment date, the margin was
subject to the loan-to-value and was stepped between 2.95%
and 3.25%. Starting from the Amendment date onwards, the
margin is 2.70% and is subject to the loan-to-value ratio.
31.12.2025
31.12.2024
In thousands of EUR
Balance at beginning of period
-
19,000
Drawdown of credit facility
99,100
55,000
Repayment of
credit facility
(99,100)
(74,000)
Balance at
end of period
-
-
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PARTNERS GROUP PRIVATE EQUITY LIMITED
14 Incentive fees
31.12.2025
31.12.2024
In thousands of EUR
Balance at beginning of period
50,315
37,733
Reclassification of incentive fee rebates (see Note 4 and 9)
34,164
-
Balance at beginning of period excluding accrued incentive fee rebates
84,479
37,733
Change in incentive fees attributable to Investment Manager
-
25,051
Incentive fees paid
(27,711)
(12,469)
Balance at end of period
56,768
50,315
Incentive fee expense accrued
-
-
Incentive fee rebates accrued - (34,164)
Crystallized Incentive Fee 56,768 84,479
Total net incentive fees 56,768 50,315
The incentive fee balance as at the end of the prior period presented above represents a net amount which consists of
incentive fees accrued, incentive fee rebates accrued and crystallized incentive fee. Both net incentive fee balance, as well
as Gross incentive fees accrued, incentive fee rebates accrued and Crystallized Incentive Fee as at the end of each period,
are also presented separately.
Crystallized Incentive Fee is equal to the Incentive Fee that would have been payable to the Investment Manager as at 31
December 2024 pursuant to the IMA prior to the enactment of the Amended IMA with effect from 1 January 2025.
In prior periods, the Group presented incentive fee expense and incentive fee rebate amounts on a net basis. Effective 1
January 2025, as a result of the Amended IMA, incentive fee accrued at 31 December 2024 crystallized. As a result,
subsequent changes in incentive fee rebates may occur without a corresponding change in the Crystallized Incentive Fees.
The Group concluded that net presentation would no longer faithfully represent the substance and economic effects of
these arrangements and, accordingly, the Group presents incentive fees expense and incentive fee rebates gross from 1
January 2025 (refer to Note 4 Critical estimates and judgment and Note 9 Financial assets at fair value through profit or
loss).
15 Earnings per share and net assets per share
Basic earnings per share are calculated by dividing the profit or loss for the financial period attributable to the shareholders
by the weighted average number of shares outstanding (excluding treasury shares) during the period. Diluted earnings per
share are calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive
potential shares, if any. There were no dilutive effects on the Group shares during 2025 and 2024.
The net asset value per share is calculated by dividing the net assets in the consolidated statement of financial position by
the number of shares outstanding at the end of the reporting period.
31.12.2025
31.12.2024
In thousands of EUR
Net asset value of the Group
891,520
1,039,068
Outstanding shares at the end of the reporting period
68,589,143
69,151,168
Net asset value
per share at period end (in EUR)
13.00
15.03
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PARTNERS GROUP PRIVATE EQUITY LIMITED
16 Financial risk management
The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market
prices, foreign currency exchange rates and interest rates. There is also counterparty risk from bank balances and derivatives
(and money market instruments if held by the Group). That would be the risk that a counterparty to a financial instrument
will fail to discharge an obligation or commitment it has entered into with the Group. The Group's overall risk management
policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial
performance of the Group.
16.1 FOREIGN CURRENCY EXCHANGE RISK
The Group holds assets and liabilities denominated in currencies other than its Functional Currency. The value of assets
and liabilities denominated in other currencies will fluctuate due to changes in exchange rates. The main currency risk for
the Group results from assets and liabilities held in other currencies where a change of exchange rates can have a material
impact on the value of assets and liabilities.
The Group does
not hedge currency exposures but reports the underlying investment currencies on a monthly basis, to
allow investors who prefer a hedged exposure to apply their own hedging overlay.
The annual volatility
analysis uses cross-currency rates over the last ten years to the relevant period end in order to
incorporate long-term rate volatility trends. The analysis is based on the assumption that the non-Functional Currency
fluctuates by the annual volatility percentage, with all other variables held constant, and the amount by which the value of
applicable net assets
would correspondingly fluctuate higher or lower is presented below.
31.12.2025
31.12.2024
In thousands of EUR
Net assets denominated in AUD
-
1
Net assets denominated in CHF
41,970
52,824
Net assets denominated
in GBP
27,973
24,709
Net assets denominated
in SEK
3,188
-
Net assets denominated
in USD
360,427
416,803
Net assets denominated
in BRL
2,695
-
Net assets denominated
in INR
40,231
46,841
Net assets denominated
in ILS
1
1
Applicable annual volatility
AUD
7.38%
7.88%
Applicable annual volatility
CHF
4.38%
6.45%
Applicable annual volatility
GBP
5.98%
6.48%
Applicable annual volatility
SEK
5.75%
5.66%
Applicable annual volatility
USD
7.04%
7.43%
Applicable annual volatility
BRL
13.20%
14.30%
Applicable annual volatility
INR
6.64%
7.69%
Applicable annual volatility
ILS
7.87%
8.15%
Fluctuation of net
assets and corresponding results depending on above-mentioned volatility
32,096
39,579
16.2 INTEREST RATE RISK
The Group may invest in interest-bearing mezzanine and senior debt investments that are exposed to cash flow interest
rate risk due to changes in market interest rates. The interest on mezzanine and senior debt investments is based on
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PARTNERS GROUP PRIVATE EQUITY LIMITED
alternative reference rates. A decrease in the market interest rates can lead to a decrease in the interest income of the
Group.
Cash and cash equivalents are only short-term and therefore interest rate exposure is limited. Excess cash balances may
be placed into instruments with fixed interest rates when necessary. As at 31 December 2025, there were no term deposits
(31.12.2024: nil).
The interest rates
quoted against the general market are analyzed as part of the Group's liquidity monitoring process to
ensure that these are competitive and action is taken when appropriate.
Other than as
stated herein, the income and operating cash flows are substantially independent from changes in market
interest rates.
A change of
100 basis points in interest rates at the reporting date would have resulted in either an increase or a (decrease)
in profit or loss by the amounts stated below. This analysis assumes that all other variables, in particular foreign currency
rates, remain constant and is performed on the same basis for each relevant reporting period.
The risk exposures
of the Group to variable rate instruments are presented in 'Variable Rate Instruments'. The sensitivity
of the Group's variable rate instruments to movements in interest rates is presented as at the end of each relevant reporting
period.
16.3 VARIABLE RATE INSTRUMENTS
31.12.2025
31.12.2024
In thousands of EUR
Mezzanine and senior debt investments
17
19
Cash and cash equivalents 8,138 18,651
Total variable rate instruments 8,155 18,670
16.4 SENSITIVITY ANALYSIS REPORTING PERIOD
100bp increase
100bp
In thousands of EUR decrease
Impact on variable
rate instruments
82
(82)
16.5 SENSITIVITY ANALYSIS PREVIOUS REPORTING PERIOD
100bp increase
100bp
In thousands of EUR decrease
Impact on variable
rate instruments
187
(187)
16.6 CREDIT RISK
Whilst the Group intends to diversify its portfolio of investments, the Group's investment activities may result in credit risk
relating to investments in which the Group has direct or indirect (through underlying investments and investments in
subsidiaries) exposure. A negative credit development or a default of an investment in which the Group has direct or indirect
exposure will lead to a lower net asset value and potentially lower dividend and interest income from private credit within
Annual Report 2025 | Page 89
PARTNERS GROUP PRIVATE EQUITY LIMITED
the other assets operating segment or where the Group holds a direct interest. In addition, the Investment Manager regularly
conducts a concentration risk analysis on the underlying investments and has concluded that no action needs to be taken.
It is expected that investments will include those made in private credit funds within the other assets operating segment.
Many of the private credit funds may be wholly unregulated investment vehicles. In addition, certain of the private credit
funds may have limited or no operational history and have no proven track record in achieving their stated investment
objective. The investment risk is managed by an investment strategy that diversifies the investments in terms of geography,
financing stage, industry or time.
Derivative counterparties and
cash transactions are typically limited to high credit quality financial institutions, which are
governed by an internal rating system calculated based on publicly available data and takes into account the ratings assigned
by credit rating agencies such as Moody's and Standard & Poor's. However, in certain rare circumstances, the Investment
Manager's best execution committee has the authority to approve such transactions with specific counterparties who do
not have ratings as a one-off authorization, with considerations related to best execution price, liquidity and availability of
other counterparties. The Investment Manager ensures that surplus cash is invested in temporary investments. In addition,
where the Group holds significant amounts of cash the Investment Manager may seek to diversify this exposure across
multiple financial institutions.
The Group may
also invest in mezzanine and senior debt facilities of private market investment backed underlying investments.
These underlying investments' financial performance is monitored on a monthly basis and classified by an internal rating
system, which consists of five categories: too early, with issues, on plan, above plan and outperformer. When assessing
the investment the Investment Manager takes into account a number of factors, including the financial position and actual
versus expected performance. The term "too early" is used during the period just after the initial investment when there is
insufficient information to assess the actual performance of the underlying investment. If an underlying investment's
performance is classified as "with issues", the mezzanine or senior debt facility will be closely and regularly monitored by
the Investment Manager, with regular communications being held with the manager of the underlying investment so that
the actual value can be assessed and, if necessary, written down. The amount of any unrealized loss is disclosed herein
and the change of credit quality, if any, is reflected in the fair value of the instrument.
The Group provides
mezzanine and senior debt facilities to private companies which are represented as debt instruments.
No collateral is received from the underlying companies. The credit quality of these investments is based on the financial
performance of the individual portfolio company. For those assets that are not past due, it is believed that the risk of default
is small and the capital repayments and interest payments will be made in accordance with the agreed terms and conditions.
As part of
the quarterly fair value assessment, the Investment Manager takes into consideration any breaches in covenants
and any changes in general market conditions.
The Group has
no significant concentration of credit risk other than as detailed herein.
The table 'Rating
of Mezzanine and Senior Debt Investments' presents the classification of the Group's mezzanine and
senior debt investments in the categories described above at the end of each reporting period presented. The tables 'Duration
of Credit Risk Reporting Period' and 'Duration of Credit Risk Previous Reporting Period' present the duration of credit risk
of the Group
as at the end of each period, respectively.
16.7 RATING OF MEZZANINE AND SENIOR DEBT INVESTMENTS
31.12.2025
31.12.2024
In thousands of EUR
Too early
-
-
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PARTNERS GROUP PRIVATE EQUITY LIMITED
31.12.2025
31.12.2024
In thousands of EUR
With issues
17
19
On plan
-
-
Above plan
-
-
Outperformer
-
-
Total
17
19
16.8 DURATION OF CREDIT RISK REPORTING PERIOD
Not past due
Past due less
Past due more
In thousands of EUR than 1 year than 1 year
Cash and cash equivalents
8,138
-
-
Other short-term receivables
4,773
-
-
Other long-term receivables
49
-
-
Deferred receivables on
investments
14,132
-
-
Mezzanine and senior
debt investments
17
-
-
As at the end of the Reporting Period, the Group held cash of EUR 8,008,844 with a Swiss-based bank, which at that date
had a Moody's rating of P-1 and EUR 129,149 with another Swiss-based bank, which at that date had a Moody's rating of
P-1.
16.9 DURATION OF CREDIT RISK PREVIOUS REPORTING PERIOD
Not past due
Past due less
Past due more
In thousands of EUR than 1 year than 1 year
Cash and cash
equivalents
18,651
-
-
Other short-term receivables
1,153
-
-
Other long-term receivables
54
-
-
Deferred receivables on
investments
-
-
-
Mezzanine and senior
debt investments
19
-
-
As at the end of the Previous Reporting Period, the Group held cash of EUR 15,796,960 with an International Swiss-based
banking group, which at that date had an S&P rating of A-2 and EUR 2,853,593 with a Swiss-based bank, which at that
date had a Moody's rating of P-1.
16.10 LIQUIDITY RISK
Liquidity risk arises where the Group may not be able to meet the obligations as and when these fall due for settlement.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market positions.
As the unfunded
commitments can be drawn at any time, there may be periods when the Group appears to have inadequate
liquidity to fund its investments or settle other amounts payable by the Group due to unfunded commitments to underlying
Annual Report 2025 | Page 91
PARTNERS GROUP PRIVATE EQUITY LIMITED
investments or the receipt of recallable distributions from underlying investments that increase the unfunded commitments
to such investments. The Group's financial instruments include investments in unlisted securities, which are not traded in
an organized public market and may generally be illiquid. As a result, the Group may not be able to quickly liquidate its
investments in these instruments at an amount close to fair value in order to respond to its liquidity requirements or to
specific events such as deterioration in their creditworthiness. The liquidity risk is managed through the use of quantitative
models by the Investment Manager's internal risk committee on a quarterly basis. If the risk committee concludes that there
is a risk of insufficient liquidity to fund investments, actions are taken into consideration such as entering into a credit facility,
reducing the amount of listed private equity, if any, or the selling of investments on the secondary market.
In March 2024, the Board introduced a Capital Allocation Policy to further support efficient liquidity management. The policy
provides for a rolling six-month Free Cash Flow forecast which prioritizes the meeting of the dividend objective and quantifies
expected surplus working capital available for share buybacks.
The tables 'Liquidity
Risk Reporting Period' and 'Liquidity Risk Previous Reporting Period' present the maturity bands of
the Group's assets
and liabilities at the end of each period, respectively.
16.11 LIQUIDITY RISK REPORTING PERIOD
Less than 3
3 to 12 months
More than 12
In thousands of EUR
months
months
Unfunded commitments to
Direct and Indirect Investments
(119,802)
-
-
Current liabilities
(8,341)
(56,768)
-
Current assets
12,911
-
-
Other long-term receivables
-
-
4 9
Deferred receivables on
investments
-
-
14,132
Undrawn credit facility
150,000
-
-
Total
34,768
(56,768)
14,181
16.12 LIQUIDITY RISK PREVIOUS REPORTING PERIOD
Less than 3
3 to 12 months
More than 12
In thousands of EUR
months
months
Unfunded
commitments to
Direct and Indirect Investments
(120,579)
-
-
Current liabilities
(5,525)
(50,315)
-
Current assets
19,804
-
-
Other long-term receivables
-
-
54
Deferred receivables on investments
-
-
-
Undrawn credit facility
140,000
-
-
Total
33,700
(50,315)
54
16.13 OVERCOMMITMENT TO INVESTMENTS
As a result of maintaining a substantially full investment level over time, the Group may be subject to the risk of a shortfall
of liquidity available to meet its obligations in extreme events when distribution from investments is delayed or drawdowns
from commitments to funds are accelerated significantly beyond the expected values. To mitigate liquidity risk, the Group
may employ appropriate measures such as re-investing distributions received from an investment or utilize a revolving
credit facility on a short-term basis to fund capital calls from other investments.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
16.14 CAPITAL RISK MANAGEMENT
The Group's objective when managing capital is to safeguard its ability to continue as a going concern and to maintain a
strong capital base so as to retain investor, creditor and market confidence with regards to its investment objectives. The
Group's capital is represented by its total equity. The Board of Directors also monitors the level of discount between the
market price of its equity and the Group's net asset value per share in open-market transactions. The Board has sought to
manage the level of discount by regular communication with investors and the general market and introduced the following
Capital Allocation Policy in March 2024 as an additional tool to manage the discount level where appropriate:
Once the
share price is at a discount of more than or equal to 30% to the last reported NAV, 75% of "Free Cash Flow" will
be used to acquire issued shares, either for cancellation or to be placed into treasury for potential re-issue, until such time
as the discount is less than 30%. Where the share price is at a discount of more than or equal to 20% to the last reported
NAV, but less than 30%, 50% of Free Cash Flow will be used to acquire issued shares until such time as the discount is
less than 20%.
Free Cash
Flow is defined as gross cash plus distributions and secondary sales contracted to be received by the Company,
less (for the next rolling 6 months) a provision for:
1. payment of
the current dividend objective of 5% of the previous year end NAV;
2. fees, expenses
and interest payable in managing and running the Company;
3. the repayment
of any drawn debt facilities; and
4. a reserve
of 3% of net assets, to cover anticipated cash drawn in respect of existing fund commitments, follow-on funding
for existing direct investments, and new direct investments at an advanced stage where such sums are committed. The
quantum of Free Cash Flow will be calculated at the beginning of each quarter. The above policy is subject to the limits and
terms of the shareholder authority approved at each AGM to buy back up to 14.99% of the Company's shares. The policy
will be reviewed regularly, and at least annually, by the Board and may be amended in light of Company and/or market
conditions. The Board reserves the right to undertake share buybacks at discounts of less than 20%.
As party
to a credit facility contract, the Group is required to meet certain covenants and monitors its compliance with these
externally imposed restrictions. The covenants and the Group's compliance with them are described in the 'Short-term credit
facility' note (Note 13).
16.15 MARKET PRICE RISK
Financial assets at fair value through profit or loss held directly or indirectly bear risks of capital losses. This risk is moderated
through a careful selection of investments within specified limits. The Group's investments are monitored on a regular basis
and their performance is reviewed on a quarterly basis.
31.12.2025
31.12.2024
In thousands of EUR
Financial assets at fair value through profit or loss
929,537
1,075,050
Total assets subject to market risk
929,537
1,075,050
Annual expected
volatility
13.58%
14.12%
Potential impact
on audited consolidated financial statements
126,231
151,797
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PARTNERS GROUP PRIVATE EQUITY LIMITED
16.16 STRUCTURED ENTITIES
IFRS 12 'Disclosure of interests in other entities' requires the Group to disclose details regarding structured entities invested
into by the Group. A structured entity in accordance with IFRS 12 is an entity that has been designed so that voting or
similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to
administrative tasks only and the relevant activities are directed by means of contractual arrangements. A structured entity
often has some or all of the following features or attributes:
■ Restricted activities.
■ A narrow and well-defined objective, such as to provide a source of capital or funding to an entity or provide investment
opportunities for investors by passing on risks and rewards associated with the assets of the structured entity to investors.
■ Insufficient equity to permit the structured entity to finance its activities without subordinated financial support.
■ Financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other
risks (tranches).
The Group considers all Indirect Investments held to be structured entities. Indirect Investments are included within the line
item 'Financial assets at fair value through profit or loss' in the audited consolidated statement of financial position. Unrealized
gains/losses arising from such Indirect Investments are accounted for within the line item 'Revaluation' in the audited
consolidated statement of comprehensive income. The risk concentration of the Indirect Investments is disclosed with
respect to geographic region and investment strategy. The net asset value of each line represents the fair value of the
respective Indirect Investments as well as the maximum exposure to loss resulting from such investments.
The presentation
of the investment strategies are aligned with the Investment Manager's portfolio categorization and are
classified as "Buyout" and "Other strategies" in the annual report for the year ended 31 December 2024 and subsequent
reports. The "Other strategies" category includes previous investment strategies such as special situations, venture capital,
real estate, infrastructure and growth.
The table
below has been prepared on a non look-through basis. Further details on the Group's portfolio prepared on a
look-through basis are shown on Portfolio composition page.
16.17 STRUCTURED ENTITIES REPORTING PERIOD
31.12.2025
NAV in thousands of EUR
Region &
Strategy
North America
Buyout
197,841
Other strategies
6,289
Western Europe
Buyout
232,576
Other strategies
29,487
Rest of
World
Buyout
1,630
Other strategies
3,742
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PARTNERS GROUP PRIVATE EQUITY LIMITED
16.18 STRUCTURED ENTITIES PREVIOUS REPORTING PERIOD
31.12.2024
NAV in thousands of EUR
Region &
Strategy
North America
Buyout
292,096
Other strategies 7,655
Western Europe
Buyout
272,623
Other strategies 28,568
Rest of
World
Buyout
1,943
Other strategies 2,505
17 Fair value measurement
IFRS 13 'Fair value measurement' requires the Group to classify fair value measurements using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
■ Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
■ Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that
is, as observable prices or firm broker quotes) or indirectly (that is, derived from observable prices including discount
adjustments to quoted prices in the case of regulatory restrictions to sell such securities) (level 2);
■ Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on
the basis of the lowest level of input that is significant to the fair value measurement in its entirety. For this purpose, the
significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3
measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment,
considering factors specific to the asset or liability.
The determination
of what constitutes "observable" requires significant judgment by the Group. The Group considers the
observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources that are actively involved in the relevant market.
In the
event that the Group holds any quoted investments, including any shares received as a result of an IPO or listed
private market investments, these are valued based on quoted market prices in active markets and therefore classified in
level 1.
Any derivatives
used for hedging and short-term investments valued using market dealer quotes can be redeemed at the
fair value measured and are therefore classified in level 2.
Level 3
comprises unquoted investments where the latest information, which may not coincide with the reporting date of
the Group or the valuation date of the investments, provided by underlying investments and other business partners is
reviewed, and widely recognized methods applied to value such investments are detailed in the 'Critical accounting estimates
and judgments' note.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
The reconciliation of each class of financial instrument designated as level 3 is presented in the 'Financial assets at fair
value through profit or loss' note.
Transfers between level 1, 2 and 3, if any, are deemed to have happened at the end of the relevant reporting period.
The Group's classification of financial assets and liabilities measured at fair value in the fair value hierarchy described above
is presented as at the end of the relevant reporting period.
17.1 FAIR VALUE ESTIMATION REPORTING PERIOD
Level 1
Level 2
Level 3
Total balance
In thousands of EUR
Assets
Other short-termreceivables
-
-
4,773
4,773
Financial assets
at fair value through profit or loss - equity
-
-
926,577
926,577
securities
Financial assets
at fair value through profit or loss - debt
-
-
2,960
2,960
investments
Total assets
-
-
934,310
934,310
Liabilities
Total liabilities
-
-
-
-
During the reporting period, there were no transfers between level 3 and levels 1 and 2 of the fair value hierarchy.
17.2 FAIR VALUE ESTIMATION PREVIOUS REPORTING PERIOD
Level 1
Level 2
Level 3
Total balance
In thousands of EUR
Assets
Other short-term
receivables
-
-
1,153
1,153
Financial assets
at fair value through profit or loss - equity
-
-
1,067,600
1,067,600
securities
Financialassets
at fair value through profit or loss - debt
-
-
7,450
7,450
investments
Total assets
-
-
1,076,203
1,076,203
Liabilities
Total liabilities
-
-
-
-
During the previous reporting period, there were no transfers between level 3 and levels 1 and 2 of the fair value hierarchy.
17.3 FINANCIAL STATEMENT LINE ITEMS NOT HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
All assets and liabilities presented in the audited consolidated statement of financial position, except for those measured
at fair value in accordance with IFRS 13, are measured at either amortized cost or their face value, both of which are deemed
to be a reasonable approximation of their fair values. Each of the financial statements line item noted below is measured
at either level 1 and or level 2 except for equity, which is measured at level 3 for reasons mentioned below.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
In conjunction with the fair value hierarchy disclosed in the 'Fair value measurement' note (Note 17):
■ Cash and cash equivalents as well as bank overdrafts are measured at values that would be reflective of level 1 prices.
These include cash in hand, deposits held with banks, money market funds, treasury bills, other short-term investments
in active markets and bank overdrafts.
■ Accruals and other short-term payables represent the contractual amounts and obligations due by the Group for settlement
of trades and expenses and are measured at values that would be reflective of level 2 prices, except for incentive fee
accruals due by the Group which are reflective of level 3 prices.
■ Deferred payments and deferred receivables are measured at values that would be reflective of level 2 prices. These
consist of payments for financial assets purchased and receivables for financial assets sold, for which it was agreed with
the contractual counterparty to defer one or more payment installments.
■ Borrowings include credit facilities and loan granted to the Group and are measured at values that would be reflective
of level 2 prices.
■ Equity is a residual amount calculated by subtracting the total liabilities of the Group from the total assets of the Group.
As the lowest level of input that is significant to the fair value measurement of the inputs into this equation is level 3, the
values at which equity is measured would be reflective of level 3 prices.
17.4 SIGNIFICANT UNOBSERVABLE VALUATION INPUTS
The Group primarily presents level 3 investments using valuation techniques and inputs which consider the available
underlying investment valuation information. Level 3 investments may consist of Equity Instruments, Debt Instruments, and
Partnership Investments.
The main
inputs into the Group's valuation models for Equity Instruments include EBITDA multiples (based on
budgeted/forward-looking EBITDA or historical EBITDA of the issuer and EBITDA multiples of comparable listed companies
for the equivalent period), discount rates, capitalization rates, price to book as well as price to earnings ratios and enterprise
value to sales multiples. The Group also considers the original transaction prices, recent transactions in the same or similar
instruments and completed third-party transactions in comparable instruments and adjusts the model as deemed necessary.
Further inputs consist of external valuation appraisals and broker quotes.
In order
to assess level 3 valuations in accordance with the constituent documents, the performance of the investments
held is reviewed on a regular basis. The appropriateness of the valuation model inputs, as well as the valuation result, is
considered using various valuation methods and techniques generally recognized within the industry. From time to time,
the Group may consider it appropriate to change the valuation model or technique used in the fair valuation depending on
the individual investment circumstances, such as its maturity, stage of operations or recent transaction.
The Group
utilizes comparable trading multiples in arriving at the valuation for the Equity Instruments. Comparable companies'
multiple techniques assume that the valuation of unquoted Equity Instruments can be assessed by comparing performance
measure multiples of similar quoted assets for which observable market prices are readily available. Factors considered in
the determination of appropriate comparable public companies include industry, size, development stage, and strategy.
Consequently, the most appropriate performance measure for determining the valuation of the relevant Equity Instrument
is selected (these include but are not limited to EBITDA, price to earnings ratio for earnings or price to book ratio for book
values). Trading multiples for each comparable company identified are calculated by dividing the enterprise value or market
capitalization of the comparable company by the defined performance measure. The relevant trading multiples might be
subject to adjustment for general qualitative differences such as liquidity, growth rate or quality of customer base between
the valued Equity Instrument and the comparable company set. The indicated fair value of the Equity Instrument is determined
by applying the relevant adjusted trading multiple to the identified performance measure of the valued company.
The valuation
of an Equity Instrument may alternatively be derived using the discounted cash flow method by discounting
its expected future cash flows to a present value at a rate of expected return that represents the time value of money and
reflects its relative risks. Equity Instruments can be valued by using the "cash flow to investor" method (a debt instrument
valuation), or indirectly, by deriving the enterprise value using the "free cash flow to company" method and subsequently
Annual Report 2025 | Page 97
PARTNERS GROUP PRIVATE EQUITY LIMITED
subtracting the investment's net debt in order to determine the equity value of the relevant investment. The expected future
cash flows are determined based on agreed investment terms or expected growth rates. In addition, based on the current
market environment, an expected return of the respective Equity Instrument is projected. The future cash flows are discounted
to the date of the relevant reporting period end in order to determine the fair value.
Debt Instrument valuations are derived by applying widely acceptable valuation methods suitable for Debt Instruments
which include, but are not limited to, using reliable broker quotes and the comparable debt approach. Reliable broker quotes
for Debt Instruments are provided by a reputable financial information provider. These quotes are applied on the nominal
value of such investments to derive the fair value. The comparable debt approach arrives at the valuation of a Debt Instrument
by discounting its expected future cash flows to a present value with a benchmark rate derived from observable pricing
levels of comparable debt instruments. Factors considered in the determination of such comparable instruments include,
but are not limited to, industry, coupon, duration and maturity date. Other methods used include EBITDA multiples and
enterprise value to sales multiples.
Partnership Investments,
if presented, include the Group's investments into external investment vehicles. Level 3 Partnership
Investments are generally valued at the Partnership Investments' net asset values last reported by its governing bodies.
When the reporting date of such net asset values does not coincide with the Group's reporting date, the net asset values
are adjusted as a result of cash flows to/from a Partnership investment between the most recently available net asset value
reported, and the end of the relevant reporting period. The valuation may also be adjusted for further information gathered
through an ongoing investment monitoring process. This monitoring process includes, but is not limited to, binding bid offers,
non-public information on developments of portfolio companies held by Partnership Investments, syndicated transactions
which involve such companies and the application of reporting standards by Partnership Investments which do not apply
the principle of fair valuation.
The valuation
of level 3 Equity Instruments derived using an unobservable input factor is directly affected by a change in
that factor. The change in valuation of level 3 Equity Instruments may vary between different investments of the same
category as a result of individual levels of debt financing within such an investment.
No interrelationship
between unobservable inputs used in the Group's valuation of its level 3 investments has been identified.
The Group
presents investments whose fair values are measured in whole or in part using valuation techniques based on
assumptions that are not supported by prices or other inputs from observable current market transactions in the same
instrument and the effect of changing one or more of those assumptions behind the valuation techniques adopted based
on reasonable possible alternative assumptions.
Equity and
Debt Instruments may include certain investments using the valuation technique "reported fair value". Such
investments invest solely into an external investment vehicle, hence their fair value is based on reported fair value rather
than a direct investment valuation.
The sensitivity
analysis presents the potential change in fair value for each category of investment in absolute values. For
a 5% movement in the significant unobservable input employed in the relevant valuation model, the corresponding incremental
change in valuation of the investment is calculated.
A sensitivity
analysis is generally not performed for Equity and Debt Instruments that have been acquired within the last
three months of the relevant reporting period and where the acquisition cost was deemed to be fair value in accordance
with IFRS 13 as there is no quantifiable sensitivity range based on valuation inputs that would be considered appropriate
by market participants.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
17.5 SIGNIFICANT UNOBSERVABLE VALUATION INPUT TABLE REPORTING PERIOD
Type of Fair value at Valuation Unobservable Range Sensitivity
security 31.12.2025 technique input (weighted
average)
+5%
-5%
Fair value in thousands of EUR
Equity
742,892
Market Enterprise value
3.00x- 41.85x
62,045
(62,045)
Instruments
comparable
to EBITDA
(17.53x)
companies
multiple
30,320
Exit price
Recent
n.a.
n.a.
n.a.
transaction price
26,572
Market
Price to book 1.92x - 2.30x
1,329
(1,329)
comparable ratio (1.99x)
companies
11,614
Market Enterprise value
1.18x - 15.60x
662
(662)
comparable
to sales multiple
(6.59x)
companies
9,025
Recent financing
Recent
n.a.
n.a.
n.a.
/ transaction transaction price
1,947
Discounted cash
Discount factor 13.10% -
17
(17)
flow 13.10%
(13.10%)
418
Reported fair
Reported fair n.a.
0
0
value value
Debt
1,941
Discounted cash
Discount factor
0% - 0% (0%)
0
0
Instruments flow
23 Exit price Recent
n.a.
n.a.
n.a.
transaction price
Partnership
8,593
Adjusted
Reported net
n.a.
430
(430)
Investments reported net asset value
asset value
(131)
Adjusted
Fair value
n.a.
(7)
7
reported net adjustments
asset value
833,214
Total
80'653
Amounts from Partners Group investment vehicles
15'670
Incentive fee rebates at end of period
929'537
Total level 3 investments
n.a. - not meaningful as outlined in the note above
The amounts from Partners Group investment vehicles pertain to non-investment related assets/(liabilities) and/or any
difference in fair value classification of its underlying investments. In certain cases, this may also include underlying
investments that are measured under level 1 or level 2 but presented under level 3 in fair value measurement note since
the investments are held under external partnership investments.
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PARTNERS GROUP PRIVATE EQUITY LIMITED
17.6 SIGNIFICANT UNOBSERVABLE VALUATION INPUT TABLE PREVIOUS REPORTING PERIOD
Type of
Fair value at
Valuation
Unobservable
Range
Sensitivity
security
31.12.2024
technique
input
(weighted
average)
+5%
-5%
Fair value in thousands of EUR
Equity
863,104
Market Enterprise value
7.70x - 33.10x
68,809
(68,809)
Instruments
comparable
to EBITDA
(17.33x)
companies
multiple
39,637
Exit price
Recent
n.a.
n.a.
n.a.
transaction price
29,001
Discounted cash
Discount factor
12.90% -
696
(696)
flow 15.30%
(14.00%)
21,101
Market
Price to book
1.92x - 1.92x
1,055
(1,055)
comparable
ratio
(1.92x)
companies
15,416
Market Enterprise value
2.00x - 16.50x
755
(755)
comparable
to sales multiple
(5.46x)
companies
2,555
Recent financing
Recent
n.a.
n.a.
n.a.
/ transaction
transaction price
374
Reported fair
Reported fair
n.a
19
(19)
value
value
Debt
2,173
Market Enterprise value
7.25x - 7.50x
n.a.
n.a.
Instruments
comparable
to EBITDA
(7.43x)
companies
multiple
640
Discounted cash
Discount factor
15.00% -
5
(5)
flow 15.00%
(15.00%)
26
Exit price
Recent
n.a.
n.a.
n.a.
transaction price
Partnership
6,980
Adjusted
Reported net
n.a.
349
(349)
Investments
reported net
asset value
asset value
360 Adjusted
Fair value
n.a.
18
(18)
reported net adjustments
asset value
981,368
Total
93,682
Amounts from Partners Group investment vehicles
1,075,050
Total level 3 investments
n.a. - not meaningful as outlined in the note above
Page 100 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
The amounts from Partners Group investment vehicles pertain to non-investment related assets/(liabilities) and/or any
difference in fair value classification of its underlying investments. In certain cases, this may also include underlying
investments that are measured under level 1 or level 2 but presented under level 3 in fair value measurement note since
the investments are held under external partnership investments.
18 Related party transactions and balances
A related party to the Group is an entity or person which has the ability to directly or indirectly, and jointly control the Group,
or vice versa, or to exercise significant influence over the Group in making financial and operating decisions or is a member
of the key management team, including their immediate families, of the Group or its Board of Directors. Entities are also
related where they are members of the same group.
In this regard, the following are considered related parties in the context of these audited consolidated financial statements:
Partners Group Holding AG, all entities owned and controlled by Partners Group Holding AG, all entities advised by Partners
Group AG, and each of their key management.
Transactions with
related parties occurring during the reporting period and balances with related parties as at the end of
the reporting period, are identified and disclosed in accordance with the relevant accounting standards, within the tables
below and, where relevant, within their respective notes included within these audited consolidated financial statements.
The following
represents the transactions and balances of the Group with related parties:
18.1 TRANSACTIONS
31.12.2025
31.12.2024
In thousands of EUR
Management fee
expenses
13,633
14,744
Partners Group
AG
13,633
14,744
Administration fee
expenses
468
469
Partners Group
(Guernsey) Limited
468
469
Service fee
expenses
250
250
Partners Group
AG
250
250
Incentive fee
expenses
-
25,051
Partners Group
AG
-
25,051
Incentive fee
paid
(27,711)
(12,469)
Partners Group
AG
(27,711)
(12,469)
Directors' fee expenses
446
370
Invested amounts and distributions from / (to) Partners Group advised entities (investment 96,802 22,971
side), net
Annual Report 2025 | Page 101
PARTNERS GROUP PRIVATE EQUITY LIMITED
18.2 PERIOD-END BALANCES
31.12.2025
31.12.2024
In thousands of EUR
Deferred receivable on investments
14,132
-
Partners Group affiliated entities
14,132
-
Other short-term receivables
-
1,053
Partners Group affiliated entities
-
1,053
Accruals and other short-term payables
-
(4,367)
Partners Group affiliated entities
-
(4,367)
Crystallized incentive fee
(56,768)
(84,479)
Partners Group AG
(56,768)
(84,479)
Incentive fee payable
-
-
Partners Group AG
-
-
Fair value of incentive fee rebates (2024: incentive fee rebate receivable) 18,494 34,164
Commitments to Partners Group advised entities (investment side) 1,002,834 947,217
Fair value of investments advised by Partners Group or related parties 646,224 781,756
19 Group entities - significant subsidiaries
Princess Private Equity Subholding Limited
Incorporated in Guernsey
Ownership interest as at 31 December 2025 and 31 December 2024: 100%
Activity: Investment services company
Princess Direct
Investments, L.P. Inc.
Incorporated in
Guernsey
Ownership interest as at 31 December 2025 and 31 December 2024: 100%
Activity: Investment services partnership
20 Events after the reporting date
On 28 February 2026, coordinated military action in the Middle East led to a significant escalation of regional geopolitical
tensions, accompanied by retaliatory activities that further heightened uncertainty in global financial markets. The Board
has assessed the relevance of these events to the Group.
Based on information available as at the date of approval of these audited consolidated financial statements, the current
assessment, from an investment perspective, indicates that the portfolio has negligible exposure to the region.
However, the
Board recognizes that the conflict may influence global financial markets more broadly, including through
potential effects on energy prices, trade routes, and investor sentiment, which could indirectly affect operations or market
conditions even where the Group has no direct geographic exposure, through the impact on investment valuations. Such
indirect consequences may evolve depending on the duration and severity of the conflict and the extent of its impact on
global trade and economic activity.
At this
time, based on the Board’s assessment of the evolving situation and the associated global economic uncertainty, it
is not yet able to estimate the potential indirect impact on the Group. As the conditions giving rise to this event occurred
after the reporting date, it is treated as a non-adjusting subsequent event, and no adjustments have been made to the
audited consolidated financial statements.
Page 102 | Annual Report 2025
PARTNERS GROUP PRIVATE EQUITY LIMITED
Further, on 28 January 2026, the Company announced an extension of the share buyback programme to 30 April 2026
and further repurchases of ordinary shares are disclosed in Note 11 Share capital, treasury shares and reserves.
The Board of Directors is of the opinion that no other events took place between the end of the reporting period and the
date of approval of these audited consolidated financial statements that would require disclosure in or adjustments to the
amounts recognized in these audited consolidated financial statements.
21 Approval of these financial statements
The Board of Directors approved these audited consolidated financial statements on 20 March 2026.
Annual Report 2025 | Page 103
PARTNERS GROUP PRIVATE EQUITY LIMITED
Registered Office
Partners Group Private Equity Limited
Tudor House
Le Bordage
St Peter Port
Guernsey, GY1 6BD
Channel Islands
Info: www.partnersgroupprivateequitylimited.com
Registered number:
35241
Administrator
Partners Group
(Guernsey) Limited
Tudor House
Le Bordage
St Peter Port
Guernsey, GY1 6BD
Channel Islands
Investment Manager
Partners Group
AG
Unternehmer-Park 3
6340 Baar
Switzerland
Independent Auditor
PricewaterhouseCoopers CI LLP
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey, GY1 4ND
Channel Islands
Investor Relations
Partners Group
AG
Andreea Mateescu
Unternehmer-Park 3
6340 Baar
Switzerland
+41417846673
pgpe-ltd@partnersgroup.com
Company Secretary
Aztec Financial Services (Guernsey) Limited
East Wing, Trafalgar Court
Les Banques
St Peter Port
Guernsey, GY1 3PP
Channel Islands
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