The directors present their strategic report for Pollen Street Group Limited (the "Company”) for the year ended 31

December 2023.

Pollen Street

is an alternative asset manager dedicated to investing within the financial and business services sectors

across both Private Equity and Private Credit strategies. The business was founded in 2013 and has consistently

delivered top tier returns alongside growing assets under management (“AuM”).

Pollen Street benefits from a complementary set of asset management activities focused on managing third-party AuM

(the “Asset Manager”) together with on-balance sheet investments (the “Investment Company”).

The Asset Manager raises capital from high quality investors and deploys it into its Private Equity and Private Credit

strategies. The strong recurring revenues from this business enable delivery of scalable growth.

The Investment Company invests in the strategies of the Group delivering attractive risk adjusted returns and accelerating

growth in third-party AuM of the Asset Manager through investing in Pollen Street funds, taking advantage of attractive

investment opportunities and aligning interest with our investors to grow AuM. Today the portfolio is largely invested in

Credit Assets with the allocation to Private Equity expected to increase to 30 per cent in the long term. The portfolio

consists of both direct investments and investments in funds managed by Pollen Street.

Further information on the Pollen Street business can be found on the Group’s website or in the Annual Report and

Accounts for Pollen Street Limited as at and for the year ended 31 December 2023, which are also available on the

website.

Pollen Street Group Limited was established on 24 December 2021, in Guernsey. The Company’s purpose was to

become the parent company of Pollen Street Limited by way of a scheme of arrangement (the “Scheme”). The Company’s

activities until the Scheme came into effect were compliance related.

The scheme of arrangement came into effect on 24 January 2024. Under the Scheme, shareholders of Pollen Street

Limited at the Scheme effective date received one share in the Company in exchange for each share held in Pollen

Street Limited. Shares issued by the Company were then admitted to the premium listing segment of the official list and

to trading on the London Stock Exchange’s (“LSE”) main market for listed securities and the Company was converted

from a private company to a public company and became the new parent company of Pollen Street Limited and its

subsidiaries.

On 14 February 2024, Pollen Street Limited distributed the entire issued share capital in Pollen Street Capital Holdings

Limited to the Company (the “Distribution”, and together with the Scheme the “Reorganisation”). Pollen Street Group

Limited, Pollen Street Limited and Pollen Street Capital Holdings Limited and their subsidiaries form the “Group”.

Throughout 2023, the Company’s principal activities were establishing the corporate governance structures necessary

to complete the Reorganisation. Following the completion of the Reorganisation, the Company’s principal activities are

to be the holding company for two 100 per cent owned subsidiaries, which includes Pollen Street Limited (the “Investment

Company”) and Pollen Street Capital Holdings Limited (the “Asset Manager”).

On 8 December 2023, the Company held a Board meeting where it established a governance structure that mirrored that

of Pollen Street Limited. Jupiter Trustees Limited was appointed as the Guernsey Registered Office service provider on

13 November 2023 and Link Company Matters Limited as the Company Secretary.

“Pollen Street” and “Group” prior to the Scheme effective date includes “Pollen Street plc and its subsidiaries” and after the Scheme effective

date includes “Pollen Street Group Limited and its subsidiaries”.

All the directors of Pollen Street Limited were appointed as Non-Executive Directors and Executive Directors of the

Company prior to the Scheme effective date. Members of the committees of the Board of Pollen Street Limited were also

appointed as members of the equivalent committees of the Board of the Company in December 2023.

Throughout 2023, the Company was not listed and its only activity involved preparing for the Scheme. In addition to

complying with The Companies (Guernsey) Law 2008, as amended, following its listing on 24 January 2024, the

Company is required to comply with the Listing Rules and UK Corporate Governance Code 2018 (the ‘UK Corporate

Governance code’). The company have complied with the listing rules and UK Corporate Governance Code except to

the extent explained in the Regulatory Disclosures on page 16.

For details on Pollen Street’s activities in 2023 see the Annual Report and Accounts of Pollen Street Limited that were

published on 21 March 2024 and are available on the Company’s website.

Up to 31 December 2023, the Company had no subsidiaries, therefore, the Annual Report and Accounts for the year

ended 31 December 2023 have been prepared on a Company basis only.

The Company incurred £103,273 (2022: £13,859) of expenses during the year. The expenses were financed through

recharges to Pollen Street Limited and Pollen Street Capital Holdings Limited. As such the Company reported none profit

or loss after tax (2022: none).

The directors have not recommended a dividend (2022: none).

The Directors have considered and defined the Company’s culture, purpose and values. By identifying the important

elements of the Company’s dynamic and driven culture, the Directors assess and monitor it and ensure that it remains

aligned with the Company’s purpose, values and strategy. The Board promotes a culture of openness and debate.

The Company operates around five core values; expert, caring, enterprising, progressive and driven. We aim to be a

purpose-led asset manager delivering consistent returns and sustainable growth for our investors and stakeholders

alongside positive impact for our people, portfolio companies and wider society. The culture of the Board is considered

as part of the annual review of the board effectiveness and the strategy review processes.

The Group uses a diverse range of advisers and service providers, such as the Company Secretary, Registrar and

corporate brokers, to support its business. The Board maintains regular contact with these providers, primarily at the

Board and Committee meetings.

The Group formally assesses their performance, fees and continuing appointment annually to ensure that the key service

providers continue to function at an acceptable level and are appropriately remunerated to deliver the expected level of

service.

The Company listed in 2024 and was therefore not required to make Task Force for Climate-Related Disclosures

(“TCFD”) during the year ended 31 December 2023. The Company will make TCFD disclosures in the Annual Report

and Accounts for the year ending 31 December 2024.

The Company will adopt the ESG approach moving forward as set out in Pollen Street Limited’s Annual Report and

Accounts 31 December 2023 on pages 26 to 44.

As the new holding company of the Group, the risk management process has been transferred from Pollen Street Limited.

Effective risk management underpins the successful delivery of our strategy and longer-term sustainability of the

business, and offers an integrated approach to the evaluation, control and monitoring of the risks that the Group faces.

A clear organisational structure with well defined, transparent, and consistent lines of responsibility exists, and effective

processes to identify, manage, monitor, and report the risks the Group is or might be exposed to, or the Group poses or

might pose to others, have been implemented. The risks arising from the pursuit of the business’ strategy, as well as the

risks to achieving the Group’s strategy have been analysed carefully and arrangements in place are appropriate and

proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the

Group. The Board is responsible for oversight of the Group’s risk management systems and processes, and oversees

the management of the key risks across the organisation.

The Group’s culture is expressed through the record of good conduct of its personnel, the dedicated governance

arrangements that it has embedded within all areas of the business, as well as staff that are sensitive to the need to

maintain appropriate management and control of the business. As well as the adoption of a robust governance structure,

the Group demonstrates a strong control culture with clear oversight of responsibilities, with the adoption of a tailored set

of systems and controls together with ongoing compliance monitoring. The monitoring and control of risk is a fundamental

part of the management process within the Group.

The Group’s governance structure is by way of committees, designed to ensure that the Board has adequate oversight

and control of the Group’s activities. The effectiveness of the governance framework is considered by senior

management on an ongoing basis such that in the event that a material deficiency in control environment or risk

management framework of the Group is identified, it shall be addressed without undue delay. The Group’s Investment

Committees are responsible for all investment decisions across all funds including setting investment objectives,

consideration and approval of new investments, divestments, ESG risks and opportunities, and material matters in

relation to current investments, ensuring that risks are considered consistently across our portfolios.

The Group has established the Risk Committee as a Board-level committee with responsibility for risk oversight. The

Group has also established the Risk and Operation Committee as a management level committee to provide stewardship

of the risk framework of the Group, promote the risk awareness culture for all employees, and review the key risk together

with the management approach to each risk. More details of the Risk Committee are set out on pages 28 to 32.

The Company will adopt the risk management approach moving forward as set out in Pollen Street Limited’s Annual

Report and Accounts 31 December 2023 on pages 53 to 61.

The Company has no debt.

During the year ended 31 December 2023, the Company’s only activity was in relation to the Scheme and so no hedging

was required.

The Company has chosen to voluntarily comply with the requirements of Listing Rules 9.8.6R (3)(a). The Company has

chosen to not comply with the requirements of Listing Rules 9.8.6R (3)(b) as this is a voluntary reporting requirement

and the viability of the Group has been assessed as part of the viability statement disclosed in the Pollen Street Limited

Annual Report and Accounts 2023, therefore no viability statement has been presented in this Annual Report and

Accounts. Therefore, the Directors hereby include a statement on the appropriateness of adopting the going concern

basis of accounting. As the Company became the new parent company of Pollen Street Limited and its subsidiaries on

24 January 2024, the Directors have performed a going concern assessment for the Group in determining whether the

Company is a going concern. The Directors have reviewed the financial projections of the Group, which show that the

Group will be able to generate sufficient cash flows in order to meet its liabilities as they fall due within 12 months from

the date of this Annual Report and Accounts. These financial projections have been performed for the Group under

various new business volumes and stressed scenarios, and in all cases the Group is able to meet its liabilities as they

fall due.

The going concern assessment considered the financial performance of each of the subsidiaries over the next 12 months,

and the following stressed scenarios:

• For Pollen Street Limited (the “Investment Company”), the stress scenarios included halting future

Investment Asset originations, late repayments of the largest structured facility and individual exposures

experiences ongoing performance at the worst monthly impact experienced throughout 2022 and 2023 and no

further fund raising. The Directors consider these scenarios to be the most relevant risks to the Group’s

operations. Finally, the Directors reviewed financial and non-financial covenants in place for all debt facilities

within the subsidiaries of the Group with no breaches anticipated, even in the stressed scenario.

• For the Pollen Street Capital Holdings Limited (the “Asset Manager”), the stressed cash flow forecast

assumed carried interest income as lower than expected, no new funds are raised and Pollen Street Limited

performance fees are in line with 2020 which was a low performance year due to the global pandemic. Under

this scenario, the Asset Manager is still expected to maintain positive cash reserves at the end of each month

throughout the period.

The Directors are satisfied that the going concern basis remains appropriate for the preparation of the Annual Report

and Accounts.

The Directors are required to understand the views of the Company’s key stakeholders and describe in the Annual Report

how their interests and the matters set out in Section 172 of The Companies Act 2006 (“Section 172”) have been

considered in Board discussions and decision making in accordance with the UK Corporate Governance Code.

The Directors’ overarching duty is to act in good faith and in a way that is the most likely to promote the success of the

Group as set out in Section 172. Fulfilling this duty naturally supports the Group in achieving its objectives and helps to

ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of The

Companies (Miscellaneous Reporting) Regulations 2018, the Group explains how the Directors have discharged their

duty under Section 172 below.

Understanding the views and interests of our stakeholders helps the Board to make reasonable and balanced decisions.

Working closely with our stakeholders is an integral part of our business model and strategy and the Board seeks to

understand the needs and priorities of the Group’s stakeholders, and these are taken into account during all its

discussions and as part of its decision-making process.

The Board defines the Group’s key stakeholders as individuals or groups who have an interest in, or are affected by, the

activities of our business; accordingly, from the 24 January 2024, the Board has considered its key stakeholders to be

shareholders, fund investors, employees, borrowers & portfolio companies and regulators. Information on environmental,

human rights, employee, social and community issues is set out on pages 78 to 83 of Pollen Street Limited’s 2023 Annual

Report and Accounts.

The main stakeholders during the year were the one shareholder and regulators who were closely engaged throughout

the set-up and prior to the Reorganisation which was the main interest to them for the reporting period. As the new

holding company of the Group, moving forward, the Stakeholder Engagement & Section 172 Statement has been

transferred from Pollen Street Limited.

Continued shareholder support and engagement is critical to the existence of the business and the delivery of the long-

term strategy of the business.

The Group’s shareholders include institutional, professional, professionally advised and retail investors. The Group

understands the need to effectively communicate with existing and potential shareholders, briefing them on strategic and

financial progress and attaining feedback. The Board is committed to maintaining open channels of communication and

to engage with shareholders in a manner which they find most meaningful, in order to gain an understanding of the views

of shareholders.

The UK Corporate Governance Code 2018 requires that the matters stated under section 172 of The Companies Act 2006 are reported on by

all companies irrespective of domicile.

Engagement includes the Annual Report and Accounts, and the Interim Report, results presentations immediately

following the publication of two preceding items, quarterly trading updates, the Annual General Meeting (the “AGM”),

publications made on the Group’s website and individual shareholder meetings.

The Group welcomes engagement from shareholders at the AGM as it sees it as an important opportunity for all

shareholders to engage directly with the Board. The Board values any feedback and questions it receives from

shareholders ahead of and during the AGM and will take action or make changes, when and as appropriate. All Directors

attended the 2023 AGM of Pollen Street Limited either in person or via electronic means. All voting at general meetings

is conducted by way of a poll. Following the Reorganisation, all shareholders of the Company have the opportunity to

cast votes in respect of proposed resolutions by proxy, either electronically or by post. Following the AGM, the voting

results for each resolution will be published and made available on the Group’s website.

The Annual Report and Accounts and Interim Report are made available on the Group’s website and are circulated to

shareholders. These reports provide shareholders with a clear understanding of financial performance and position of

the Group. The Group also publishes quarterly trading updates, which are available on the website. The publication of

these is announced via the LSE. Feedback and questions the Group receives from the shareholders and analysts help

the Board evolve its reporting.

In the event shareholders wish to raise issues or concerns with the Directors, they are welcome to do so at any time by

contacting the management team or writing to the Chairman at the registered office. Other members of the Board are

also available to shareholders if they have concerns that have not been addressed through the normal channels.

Feedback can also be gained via the Group’s corporate brokers, which is communicated to the Board.

The Group’s corporate brokers maintain an active dialogue with shareholders and potential investors at scheduled

meetings or analyst briefings following financial results and provide the Board with regular reports and feedback on key

market issues and shareholder concerns. This includes market dynamics and corporate perception.

From our engagement over the year, we know that our shareholders are focused on a range of matters including: the

growth in the financial performance of the business compared to guidance and market expectation, the performance of

our funds, the change of listing category of the Company’s shares, the share price performance and the liquidity in trading

of the shares.

It is our priority to maintain fund investors’ trust through continuous engagement to ensure their ongoing investment and

support. The Group manages funds on behalf of third-party investors. Continued support from investors is critical to

enable the Group to grow its AuM and deliver the Group’s strategy.

The Group maintains an ongoing dialogue with investors to ensure there is a clear understanding of expectations and

performance.

From our engagement over the year, we know that our investors are focused on a range of matters including: the

performance of the funds in which they invest, regular and detailed updates on fund performance and progress against

the ESG agenda.

The Group’s continued success is a direct result of its people and it would not be able to meet its strategic goals without

engaged and motivated employees. It is therefore critical that our employees remain well informed and have the ability

to share their opinions and ideas within a respectful corporate culture.

We pro-actively engage with our employees in a number of different ways, including:

• a bi-monthly company-wide townhall focusing on new investment activity and general business activities and a

regular newsletter. This allows us to provide employees with general business and strategy updates, an update

on portfolio performance and news, latest deals, and other news such as awards and recent media coverage;

• new investment announcements and news alerts keeping employees up to date with our latest deals, strategic

focus, and news as it happens;

• annual engagement and DEI survey, allowing us to understand employee engagement and sentiment and

collect DEI data. We report back to employees the results of the survey and in response to the feedback collated

we agree tangible actions for the year ahead. In addition, we publish the results of our survey in our annual

ESG report;

• a learning and development curriculum called “Grow at Pollen Street”, which includes a series of bite-size

lunchtime sessions covering a multitude of topics (for example Climate and Net Zero and Dissecting Deals),

along with development orientated initiatives and speaker events to support our business strategy;

• employees are also encouraged to share news across the team regarding specific successes or events (such

as Corporate Social Responsibility events);

• managers meet with their direct reports on a regular basis to better understand levels of engagement and to

identify any particular challenges/concerns. This is supplemented by an embedded performance process that

encourages ongoing dialogue regarding performance and progression; and

• the Human Resources team meets with employees on a regular basis to understand engagement and to support

employee development. Furthermore, there is an employee engagement strategy focusing on annual events

and observances that acts as a conduit for bringing our people together and a people update is presented at

monthly Executive Committee meetings, ensuring people, culture and engagement remain a strategic priority.

In turn, relevant content is included and discussed at Board level.

The Board has carefully considered the methods described the Financial Reporting Council’s UK Corporate Governance

Code for engaging with employees. These methods include appointing a representative from the workforce as a Director;

establishing a formal workforce advisory panel and designating a Non-Executive Director as an employee representative.

The Board concluded that these methods are not appropriate given Pollen Street’s size and instead relies on the

approaches described in the bullet points above, which the Board considers to be effective. The Board will keep these

matters under review in the future.

From our engagement over the year, we know that our employees are focused on a range of matters including:

professional and personal development, operating within a progressive and entrepreneurial environment where they can

voice ideas and concerns, recognition of their successes and contribution along with appropriate reward and advancing

social mobility within the industry.

The Group maintains ongoing dialogue with a broad range of borrowers and potential acquisition targets to seek

investment opportunities as part of its asset management business. The Group aims to demonstrate to these

stakeholders that it can help them grow to deliver their own business objectives.

From our engagement over the year, we know that our lenders and portfolio companies are focused on a range of matters

including working with a partner that helps them to grow their business, is able to provide the capital that they need for

growth and contributes to wider social matters such as ESG progression.

The Group regularly considers how it meets various regulatory and statutory obligations, how it follows voluntary and

best-practice guidance and how any governance decisions it makes can have an impact on its stakeholders, both in the

shorter and in the longer term.

The mechanisms for engaging with stakeholders are kept under review by the Directors and are discussed on a regular

basis at Board meetings to ensure that they remain effective.

The Directors of the Company who were in office for the full year or appointed during the year and up to the date of

signing the Annual Report and Accounts were Robert Sharpe, Lindsey McMurray, Jim Coyle, Gustavo Cardenas, Julian

Dale, Joanne Lake and Richard Rowney.

The Directors became Executives and Non-Executive Directors when the Company was listed on 24 January 2024.

Chair of the Board

Appointed: 25 January 2022

Chair of the Nomination Committee. Member of the Remuneration Committee.

Robert has over 45 years’ experience in retail banking and is currently Chair at MetroBank plc and Hampshire Trust Bank

plc. He has had an extensive number of board appointments both in the UK and the Middle East including Non-Executive

Director at Aldermore Bank plc, George Wimpy plc, Barclays Bank UK Retirement Fund, Vaultex Limited, LSL Properties

plc, RIAS plc and several independent Non-Executive Director roles at banks in Qatar, UAE, Oman and Turkey. Robert

was previously Chief Executive Officer at West Bromwich Building Society, a role he took to chart and implement its

rescue plan. Prior to this, he was Chief Executive Officer at Portman Building Society and Bank of Ireland in the UK.

Chief Executive Officer

Appointed: 14 September 2023

Lindsey founded Pollen Street Capital Limited in 2013 and is the CEO as well as Chair of the Investment Committee.

Lindsey has been investing in Private Equity and Private Credit for over 25 years. Lindsey has built Pollen Street into a

fast growing, purpose led asset manager investing with the mega-trends across financial and business services, with a

diversified assets under management, referred to as AuM, based across Private Equity and senior secured Credit.

Before she founded Pollen Street Capital Limited, Lindsey led the team managing the £1.1 billion Special Opportunities

Fund within RBS and spent six years as a Partner at Cabot Square Capital, focusing on operating investments in real

estate and other asset-backed investments.

Lindsey serves as Non-Executive Director of several portfolio companies including Shawbrook Bank, Cashflows Europe

and BidX1. She has a First Class Honours degree in Accounting and Finance and studied for an mPhil in Finance from

Strathclyde University. Outside of work Lindsey is a keen runner and has successfully completed the Marathon Des

Sables in 2007 and 2011. She also supports several charities with a particular focus on mentoring children in state

schools, supporting climate action initiatives through producing documentary films, and supporting the speech and

language charity, Auditory Verbal UK, which provided early years therapy to her daughter Grace.

Senior Independent Director

Appointed: 25 January 2022

Chair of the Audit Committee. Member of the Risk Committee, the Nomination Committee and the Remuneration

Committee

Jim is a Non-Executive Director, Chair of the Audit Committee, member of the Risk Committee and member of the

Chairman’s Nominations and Remuneration Committee at HSBC UK Bank plc and Chair of HSBC Trust Company (UK)

Ltd. Chair of Marks & Spencer Unit Trust Management Limited; and a Non-Executive Director of Marks and Spencer

Financial Services plc. He is also Deputy Chair of the Oversight Board and member of the Audit Governance Board of

Deloitte LLP. Former appointments include: Chair of the Board and Chair of the Audit and Risk Committee of World First

UK Limited; Chair of Supply@ME Capital PLC, Chair of the Audit and Risk Committee of Scottish Water, member of

Committees of the Financial Reporting Council, Group Financial Controller for Lloyds Banking Group; Group Chief

Accountant of Bank of Scotland; member of the Audit Committee of the British Bankers Association; Non-Executive

Director of the Scottish Building Society; and Non-Executive Director and Chair of the Audit Committee of Vocalink plc.

Non-Executive Director

Appointed: 14 September 2023

Gustavo Cardenas is a Managing Director at Wafra, where he leads Wafra’s strategic partnership investment mandates

in both established and growth state asset management businesses. While at Wafra, Gustavo has completed several

direct minority investments, financings and secondary investments. Previously, Gustavo was a Vice President at

Hamilton Lane, focused on co-investments and fund investments. He began his career in investment banking at Bank of

America Securities and then at Mesoamerica Partners, a Central American financial group. Gustavo earned a BA from

Harvard College and an MBA from the Wharton School of Business.

Chief Financial Officer

Appointed: 14 September 2023

Julian is the Chief Financial Officer of Pollen Street. He is responsible for all finance and risk management activities

across the Group. He has spent all of his professional career in financial services focused on finance and risk topics in

asset management, specialist lending, retail banking, investment banking and strategy consultancy for financial

institutions across the United Kingdom, Europe, the Middle East and South Africa. Prior to joining the team, Julian was

Chief Financial Officer of Castle Trust, which he helped to grow over a period of seven years from a start-up into a multi-

niche specialist lender. He started his career at Oliver Wyman strategy consultants where he spent seven years focusing

on finance and risk matters across the financial services industry. He has a first class degree in engineering from

Cambridge University.

Appointed 25 January 2022

Chair of the Remuneration Committee. Member of the Audit Committee, the Risk Committee and the Nomination

Committee

Joanne has over 35 years’ experience in financial and professional services and also acts as independent Non-Executive

Chair of Made Tech Group plc, the AIM-listed leading provider of digital, data and technology services to the UK public

sector, Senior Independent Director of Main Market-listed land promotion, property development and investment, and

construction group, Henry Boot PLC, and is an independent Non-Executive Director at AIM-listed Gateley (Holdings) plc,

the legal and professional services group and Braemar PLC, an established international provider of shipping, marine

and energy services. Joanne is a Chartered Accountant and has previously held senior roles at UK investment banks

including Panmure Gordon, Evolution Securities and Williams de Broe and in audit and business advisory services with

PwC. Joanne is also a fellow of the Institute of Chartered Accountants in England & Wales and a member of its Corporate

Finance Faculty and is a fellow of the Chartered Institute for Securities and Investment.

Independent Non-Executive Director

Appointed: 25 January 2022

Chairman of the Risk Committee. Member of the Audit Committee, the Nomination Committee and the Remuneration

Committee

Richard is Group CEO of Nucleus Financial Group a leading retirement and wealth management specialist managing

over £83 billion of assets. The Group incorporates the businesses of James Hay Pensions, Nucleus Platforms and Curtis

Banks and has created one of the largest retirement platforms in the UK. Nucleus is backed by HPS Investment Partners,

Epiris and FNZ and is the leading consolidator in the platform market. The business recently purchased Third Financial

with completion anticipated in the Autumn, subject to regulatory approval. He is also a Non-Executive Director at MSP

Capital Limited. Prior to this, Richard was Group Chief Executive of LV=, a leading financial services provider and a

mutual where he worked as an executive member of the board for 13 years. Richard left LV= at the end of 2019 following

the sale of the General Insurance business to the Allianz Group. Richard had led the business to win the Moneywise

Most Trusted Life Insurer award as well as YouGov’s UK’s Most Recommended Insurer. Prior to his position as Chief

Executive Officer he had been Managing Director of the group’s Life & Pensions business which he successfully turned

into one of the UK’s leading protection and retirement specialist companies. Prior to his time at LV= Richard held various

Chief Operating Officer and risk roles across Barclays corporate and retail banking. Richard holds a first-class degree in

Geography from the University of Leeds and an MBA from Henley Business School and completed the Harvard

Management Programme in 2006.

The Directors of the Company (company number 70165) present their Report and Accounts for the year ended 31

December 2023.

During the year the Company had limited activity and only listed on the LSE following completion of the Scheme on 24

January 2024. Further information is available in the Strategic Report.

The names and biographical details of the Board members who served on the Board as at the year end can be found on

pages 10 to 12.

In accordance with the Company’s Articles, a qualifying third-party indemnity is in force to the extent permitted by law for

the benefit of each of the Directors in respect of liabilities incurred as a result of their office. For those liabilities for which

Directors may not be indemnified, the Company maintains insurance for the Directors in respect of liabilities arising from

the performance of their duties. The directors’ and officers’ liability insurance policy expires during February 2025.

The Company was incorporated in Guernsey on 24 December 2021 and started trading on 24 January 2024, immediately

upon the Company’s listing. Throughout 2023, the Company was a private limited company with one shareholder and its

only activity was in relation to the Scheme.

As at 31 December 2023, the Company had two ordinary shares of £0.01 in issue. Following the Reorganisation on 24

January 2024, the Company had 64,209,597 ordinary shares of £0.01 each in issue.

On a winding up or a return of capital by the Company, the ordinary shareholders are entitled to the capital of the

Company.

The authority granted to Pollen Street Limited at the 2023 AGM to buyback or allot shares was transferred to the

Company in accordance with the Scheme. On 21 March 2024 the Company announced a Buyback Programme. Since

the launch of the programme the Company has bought back 388,750 shares. Full details of the Buyback Programme

can be found in the announcement on the Company’s website http://www.pollenstreetgroup.com/.

At the AGM in June 2024 the authority from shareholders will be sought to permit the Company to purchase its own

shares and allot shares.

During 2023 the Company paid no dividends but going forward the policy is to pay an interim and final dividend.

Up to 31 December 2023 the Company was wholly owned by Joanne Lake. Joanne Lake continued to be the sole

shareholder until the Scheme on 24 January 2024. Following the Scheme, the following parties who had previously

advised Pollen Street Limited, had an interest of 5 per cent or more of the issued share capital of the Company pursuant

to Rule 5 of the Disclosure Guidance and Transparency Rules (“DTR”) for non-UK issuers.

Shareholders

Number of shares held

Percentage of issued ordinary

share capital with voting rights

held

Nature of holding

Lindsey McMurray

11,582,090

18.04%

Indirect

Quilter Plc

9,988,000

15.56%

Indirect

CC Beekeeper Ltd

4,012,006

6.25%

Direct

Minerva Analytics Ltd

4,000,000

6.23%

Indirect

Matthew Potter

3,721,422

5.80%

Indirect

Michael England

3,666,569

5.71%

Indirect

In addition, since the date of the Scheme of 24 January 2024, and the date of this report, the Company has been informed

of the following TR-1: Standard form for notification of major holdings changes of 5% or more:

Any amendments to the Company’s Articles of Incorporation must be made by special resolution. The Articles of

Incorporation were last updated in December 2023, in preparation for the Scheme.

The Company did not make any political or charity donations during 2023 (2022: none).

The Company has established legally binding relationship agreements between Lindsey McMurray, other employee

shareholders of the Group and the Company. Under the terms of the agreement, Lindsey McMurray undertook that she

would: conduct all transactions and arrangement with any member of the Group on arm’s length and on normal

commercial term; for the duration of her appointment as a member of the Board, disclose to the Board any matter which

could give rise to a potential conﬂict of interest between herself (and any family member or related trust) and a member

of the Group; and not exercise her powers to prevent Pollen Street Group Limited from being managed in accordance

with the principles of good governance and in compliance with the with UK Listing Authority’s listing rules (the ”Listing

Rules”), UK Listing Authority’s disclosure guidance and transparency rules (the “Disclosure Guidance and Transparency

Rules”), the market abuse regulation (as deﬁned in the relationship agreement) and the Corporate Governance Code.

Lindsey McMurray was entitled to appoint two-sevenths of the Board for so long as certain persons with whom she is

deemed to be acting in concert collectively hold at least two-sevenths of Pollen Street Group Limited’s shares or one-

seventh of the Group Board for so long as such persons hold at least one-seventh of Pollen Street Group Limited ‘s

shares.

Shareholders

Number of

shares held per

TR-1 form

Percentage of issued

Ordinary share capital with

voting rights held at 24

January 2024

Percentage

movement

Percentage of issued

Ordinary share capital with

voting rights per TR-1 form

Nature of

holding

Quilter Plc

5,972,546

15.56%

6.26%

9.30%

Indirect

The Board has established an ongoing process for identifying, evaluating and managing risk on behalf of the Group. The

Board has carried out a robust assessment of its principal and emerging risks and the controls to help mitigate these.

Further details of the Group’s principal and emerging risks and uncertainties can be found in the Strategic Report on

pages 29 to 31 and details of the Group’s internal controls can be found on page 15. Details of the Group’s hedging

policies are set out in the Strategic Report on page 5.

The Company’s independent Auditors, PricewaterhouseCoopers LLP (“PwC”), were appointed by written resolution and

have expressed willingness to continue to act as the Group’s Auditors for the forthcoming financial year.

As required by Section 249 (2) of The Companies (Guernsey) Law 2008, as amended, the Directors who held office at

the date of this report each confirm that, so far as the Directors are aware, there is no relevant audit information of which

the Group's Auditor is unaware, and each Director has taken all the steps that he or she ought to have as a Director in

order to make himself or herself aware of any relevant audit information and to establish that the Group's Auditor is aware

of that information.

There are no agreements to which the Company is party that might be affected by a change of control of the Company

except for awards under the Company’s Deferred Bonus Plan generally would have vested in full (to the extend not

already vested) on a change of control of the Company.

The Company will adopt the ESG approach moving forward as set out in Pollen Street Limited’s Annual Report and

Accounts for the year ended 31 December 2023 on pages 26 to 44. Pollen Street’s greenhouse gas emissions are set

out on page 43 of Pollen Street Limited’s Annual Report and Accounts 31 December 2023.

Indications of likely future developments in the business are discussed in more detail in the Strategic Report.

The disclosures below are made in relation to the comply or explain reporting requirements as per Listing Rule 9 8.6.6

which are effective from the date of completion of the Scheme on 24 January 2024:

Listing Rule

9.8.4(1)

capitalised interest

Not applicable

9.8.4(2)

unaudited financial information

Not applicable

9.8.4(3)

Deleted from Listing Rules

9.8.4 (4)

incentive schemes

Not applicable during the year under review as

the Company had no employees. Details of the

incentive scheme for the Group can be found in

the Pollen Street Limited Annual Report.

9.8.4 (5) and (6)

waiver

emolument waiver and details of any

waiver

No Director of the Company has waived or

agreed to waive any current or future

emoluments from the Group.

9.8.4 (7), (8) and (9)

allotment of shares

Not applicable

9.8.4 (10) (11)

contract of significance & contract for the

provision of service

Not applicable during the year under review as

the Company was not listed. However, Lindsey

McMurray and the other senior management of

Pollen Street are considered to be controlling

shareholders under the Listing Rules because

together they hold more than 30 per cent of the

shares in issue.

During the year under review, the only contracts

of significance subsisting to which the Group is

a party and in which a Director of the Group is or

was materially interested or between the Group

and a controlling shareholder are customary

employment contracts.

9.8.4 (12) and (13)

waiving dividends

Not applicable

9.8.4 (14)

agreements with controlling shareholder

This was not applicable during the year under

review as the Company was not listed. However,

details of Relationship Agreement dated 24

January 2024 can be found on page 14

On 24 January 2024, the Company completed the Scheme that resulted in the Company’s shares being listed as a

commercial company.

On 14 February 2024, the Company completed the Distribution that resulted in the Company owning 100 per cent of the

share capital of Pollen Street Limited and Pollen Street Capital Holdings Limited.

On 21 March 2024 the Company announced a Buyback Programme. Since the launch of the Programme the Company

has bought back 388,750 shares.

Further information on the Scheme and the Distribution is provided in Note 1 to the Annual Report and Accounts.

The Directors’ Report on pages 13 to 16 was approved by the Board of Directors on 29 April 2024 and signed on its

behalf by:

Robert Sharpe (on behalf of the Board)

Chairman

29 April 2024

In this statement we set out the Company’s corporate governance framework and its implementation following the

Company’s listing on the 24 January 2024. This corporate governance statement forms part of the Directors’ Report.

The Directors are ultimately responsible for the stewardship of the Company and the Group and the Board remains fully

committed to high standards of corporate governance. The governance arrangements were reviewed as part of the

Reorganisation. These reviews concluded that the governance arrangements were appropriate for the Group. Therefore

the governance arrangements of the Company were established to be consistent with those of Pollen Street Limited prior

to the delisting of its shares. As such, the Company has the same Directors, the same committees, the same terms of

reference and the same policies as Pollen Street Limited prior to the delisting of its shares, with other corporate

governance arrangements replicated as appropriate.

Following the Scheme the Company is applying the UK Corporate Governance. The UK Corporate Governance Code

was published by the Financial Reporting Council (“FRC”) in July 2018. A copy of the Code is available from the website

of the Financial Reporting Council at www.frc.org.uk.

From 24 January 2024 the Company was a premium listed commercial company on the LSE, as such, the Company

complies with the Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Corporate Governance Code

and Companies (Guernsey) Law, 2008 as amended.

The Annual Report and Accounts of Pollen Street Limited for the financial year ended 31 December 2023 were published

on the Group’s website www.pollenstreetgroup.com on 21 March 2024.

As at 31 December 2023, the Board consisted of seven Directors: five Non-executive Directors and two Executive

Directors. Three of the Non-Executive Directors are considered independent. Biographies of the Directors who served

during the year are shown on pages 10 to 12. Lindsey McMurray, Julian Dale, and Gustavo Cardenas were all appointed

during the year on 14 September 2023 in anticipation of the completion of the Scheme. The Directors possess business

and financial expertise relevant to the direction of the Company and consider themselves to be committing sufficient time

to the Company’s affairs.

Each Non-Executive Director has been appointed pursuant to a letter of appointment entered into with the Company in

accordance with the Company’s Articles of Incorporation. The Directors’ appointment can be terminated in accordance

with the Company’s Articles of Incorporation and without compensation. There are no agreements between the Company

and any Director which provide for compensation for loss of office in the event that there is a change of control of the

Company. Each Executive Director has entered into a service agreement with the Group as set out in the Directors’

Remuneration Policy.

Copies of the letters of appointment and service agreements are available on request from the Company Secretary and

will be available at the Company 2024 AGM.

The Nomination Committee considers the time commitments of proposed director candidates prior to appointment to

ensure that they are able to dedicate sufficient time to the role. Directors’ external commitments are reviewed on a regular

basis to ensure they continue to devote sufficient time to the role. All Directors are required to obtain prior approval before

taking on any additional external appointments. Directors are expected to attend all Board and relevant Committee

meetings and attendance in 2023 is set out in the table below. The Nomination Committee noted that some Directors

have a number of other significant appointments. The Committee is satisfied that each Director has sufficient time to

dedicate to Pollen Street.

From the date of the Scheme, the Board of Directors plan to meet at least six times a year and more often if required. In

2023, the Company held two Board meetings in relation to the Scheme. The table below sets out the Directors’

attendance at these meetings. The first scheduled Board and Committee meetings of the Company following the

Reorganisation were held in February 2024.

There were no scheduled board meetings held in 2023, but two ad hoc board meetings were held to implement matters

in relation to the Scheme. The first scheduled board meeting was held in February 2024 and all directors attended.

Director

Board

Robert Sharpe

2/2

Lindsey McMurray

0/2

Jim Coyle

2/2

Gustavo Cardenas

2/2

Julian Dale

2/2

Richard Rowney

0/2

Joanne Lake

2/2

Total

No individuals other than the Committee or Board members are entitled to attend the relevant meetings unless they have

been invited to attend by the Board or relevant Committee. There were no Committee meetings held during 2023 as the

Committees were only formed in December 2023 in preparation for the Scheme and there was no business for them to

address in 2023.

Directors are provided with a comprehensive set of papers for each Board or Committee meeting, which equips them

with sufficient information to prepare for the meetings.

The Board has a formal schedule of matters specifically reserved to it for decision, which includes:

• the Group’s structure, including share issues;

• reviewing and approving Board changes;

• considering and authorising Board conflicts of interest;

• monitoring financial performance;

• reviewing and approving the Group’s Annual Report and Accounts and Interim Report including associated

accounting policies;

• reviewing and approving the Group’s gearing targets and limits;

• the review and approval of terms of reference and membership of Board Committees; and

• reviewing and approving directors’ and officers’ liability insurance.

There is a procedure in place for the Directors to take independent professional advice at the expense of the Company.

The Directors have considered and defined the Company’s culture, purpose and values. By identifying the important

elements of the Company’s dynamic and driven culture, the Directors assess and monitor it and ensure that it remains

aligned with the Company’s purpose, values and strategy. The Board promotes a culture of openness and debate.

Due to prior work commitments Lindsey McMurray and Richard Rowney were unable to attend the two meetings. However, they were

consulted prior to and after the meetings to ensure that any matters they wished to raise were considered.

The Company operates around five core values; expert, caring, enterprising, progressive and driven. We aim to be a

purpose-led asset manager delivering consistent returns and sustainable growth for our investors and stakeholders

alongside positive impact for our people, portfolio companies and wider society. The culture of the Board is considered

as part of the annual review of the Board effectiveness and the strategy review processes.

The Chairman, Robert Sharpe, considers himself to have sufficient time to spend on the affairs of the Company. Mr

Sharpe has no significant commitments other than those disclosed in his biography on page 10.

The Senior Independent Director, Jim Coyle, considers himself to have sufficient time to spend on the affairs of the

Company. Mr Coyle has no significant commitments other than those disclosed in his biography on page 10.

The following sets out the division of responsibilities between the Chair and the Senior Independent Director (“SID”).

The Chair leads the Board and is responsible for its overall effectiveness in directing the Company. The Chair:

• demonstrates objective judgement;

• promotes a culture of openness and debate;

• facilitates constructive Board relations and the effective contribution of all Non-Executive Directors;

• ensures appropriate delegation of authority from the Board to executive management;

• ensures that Directors receive accurate, timely and clear information;

• in addition to formal general meetings, offers regular engagement with major shareholders in order to

understand their views on governance and performance;

• ensures that the Board as a whole has a clear understanding of the views of shareholders;

• develops a productive working relationship with the Chief Executive Officer, providing support and advice, while

respecting executive responsibility; and

• acts on the results of the annual evaluation of the performance of the Board, its Committees and individual

Directors by recognising the strengths and addressing any weaknesses of the Board.

The role of the Senior Independent Director is to provide a sounding board to the Chair and to serve as an intermediary

for the other Directors and shareholders. Led by the Senior Independent Director, the Non-Executive directors meet

without the Chair present at least annually to appraise the Chair’s performance, and on other occasions as necessary.

The Senior Independent Director is also available to meet with shareholders to provide a channel for any shareholder

concerns with the Chair.

Robert Sharpe, Jim Coyle and Richard Rowney were considered, on appointment, to be free from any business or other

relationship that could materially interfere with the exercise of his or her independent judgement and has remained so

since. The Board is of the view that there are no relationships or circumstances relating to the Company that are likely

to affect the judgement of any of the independent Directors.

Care will be taken at all times to ensure that the Board is composed of members who, as a whole, have the required

knowledge, abilities and experience to properly fulfil their role and are sufficiently independent.

The importance of the stakeholder considerations, in the context of decision making, is taken into account at every Board

and Committee meeting. All discussions involve careful considerations of the longer-term consequences of any decisions

and their implications for stakeholders.

The Board adopts the following general approach in its discussions and decision-making:

• The papers for each meeting include a reminder of Directors’ Section 172 duties and the Group’s key

stakeholders. The Chair of the Board and committee chairs ensure that the ensuing discussions are properly

informed by all relevant Section 172 matters.

• The Board assesses and approves the Group’s purpose, values and strategy, ensures the strategy is aligned

with the culture, and is responsible for promoting those values and culture.

• The Board regularly monitors progress on the implementation of the strategy and associated business plan,

and reviews both annually to ensure they remain appropriate.

• Details of how the Board and its committees engage with our key stakeholders can be found on pages 6 to 8.

• The Board and its committees consider the potential consequences of its decisions in the short, medium and

long term. It ensures that the Group’s risk management processes identify any resulting risks to the business

and its stakeholders, and have plans to appropriately address these risks.

The Board of the Company mirrors that of Pollen Street Limited and as detailed in the Pollen Street Limited Annual

Report and Accounts on page 79. The conclusion of the evaluation was that the Board and all committees worked well

and there were no significant concerns among the Directors about the Board’s effectiveness.

The Company Secretary, the Company’s legal advisers and the management team offer a comprehensive induction

programme to new Directors to ensure they have the necessary knowledge of the Group, their duties and obligations as

Directors and other matters as may be relevant from time to time. During the year the Group’s legal advisors provided

refresher training on Director’s duties to all Board members. The Board members are encouraged to keep up to date and

attend training courses on matters that are directly relevant to their involvement with the Company.

The rules concerning the appointment and replacement of Directors are contained in the Company’s Articles of

Incorporation and The Companies (Guernsey) Law, 2008 as amended.

None of the Directors consider length of service as an impediment to independence or good judgement but, if they felt

that this had become the case, the relevant Director would stand down.

The Board considers that all of the current Directors contribute effectively to the operation of the Board and the strategy

of the Company. The Board has appointed Lucy Tilley to become Chief Financial Officer of the Company and its

subsidiaries during 2024, with Julian Dale stepping down from that role following a handover.

The Board is aware of the need to consider Board tenure, independence and ensure continuity and a smooth transition

of Directors and maintenance of an appropriate balance of skills, experience and diversity at all times. The Board is

discussing the most appropriate plan of orderly rotation which will be implemented in due course.

The Company’s Articles of Incorporation provide that the Directors may authorise any actual or potential conflict of

interest that a Director may have, with or without imposing any conditions that they consider appropriate on the Director

in question. Directors are not able to vote in respect of any contract, arrangement or transaction in which they have a

material interest, and, in such circumstances, they are not counted in the quorum at the relevant Board meeting. A

process has been developed to identify any of the Directors’ potential or actual conflicts of interest. This includes

declaring any potential new conflicts before the start of each Board meeting. A schedule is maintained of each Director’s

potential conflicts of interest.

The Board is comprised of a mixture of individuals that have an appropriate balance of skills and experience to meet the

needs of the Company and to date appointments are made first and foremost on the basis of merit and taking into account

the recognised benefits of all types of diversity.

The Board acknowledges the new Financial Conduct Authority (“FCA”) amendments to the Listing Rules which apply to

listed companies for financial years starting on or after 1 April 2022 and that set positive diversity targets and build on

the recommendations from the Hampton-Alexander Review on gender diversity on boards and the Parker Review

regarding ethnic representation on boards. Whilst the Board does not feel that it would be appropriate to set targets as

all appointments must be made on merit, the Board supports the recommendation to have greater female and ethnic

representation on the Board and includes this as a key consideration in its succession planning. Lucy Tilley’s appointment

to the Board will improve the gender diversity of the Board. The Group maintains the following targets:

• at least 40 per cent of individuals on the Board to be women;

• at least one senior Board position to be held by a woman; and

• at least one individual on the Board to be from a minority ethnic background.

The following tables show the gender diversity and the ethnic diversity of the Board as at 31 December 2023.

Number of

Board

members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

Men

71%

50%

Women

29%

50%

Not specified/prefer not to

say

Number of

Board

members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White

(including minority-white

groups)

86%

100%

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black

British

Other ethnic group, including

Arab

14%

Not specified/prefer not to say

In 2023, the Company had no employees therefore no details on gender and diversity across the organisation (excluding

Directors) are included.

In December 2023 the Board constituted the following committees to emulate that of Pollen Street Limited. The terms of

reference of each Committee are available on the Company’s website. Each Committee reports to the Board on its

proceedings at the next Board meeting after each meeting.

The Board has delegated certain responsibilities to its Audit Committee. An outline of the remit of the Audit Committee

is set out on page 24.

The Audit Committee is chaired by Jim Coyle and meets at least on a quarterly basis. It is responsible for ensuring that

the financial performance of the Group is properly reported and monitored and provides a forum through which the

Group’s external Auditors may report to the Board. The Audit Committee reviews and recommends to the Board the

Annual Report and Accounts, the Interim Report, quarterly trading updates and any other financial announcements.

The Board has delegated certain responsibilities to its Risk Committee. An outline of the remit of the Risk Committee is

set out on page 28.

The Risk Committee is chaired by Richard Rowney and meets on a quarterly basis. The Risk Committee is responsible

for: reviewing the Group’s internal control and risk management systems, in collaboration with the Audit Committee in

respect of financial control; setting and monitoring the Company’s risk appetite; carrying out a robust assessment of the

Company’s emerging and principal risks; and key policies and processes for identifying and assessing both financial and

non-financial business risks and the management of these risks along with an assessment of their robustness,

appropriateness and effectiveness.

The Risk Committee reviews and approves statements to be included in the Annual Report and Accounts concerning

internal controls and risk management; and assesses the adequacy of the levels of professional indemnity insurance

and other insurance cover maintained for the Company.

The principal risks and uncertainties for the Group are set out in detail on pages 29 to 31.

The Board has delegated certain responsibilities to its Remuneration Committee. The Committee is chaired by Joanne

Lake and meets at least twice a year.

The primary responsibility of the Committee is to consider and make recommendations to the Board on Directors’

remuneration.

The Board has delegated certain responsibilities to its Nomination Committee. The Nomination Committee is chaired by

Robert Sharpe and meets at least twice a year. The report of the Nomination Committee is set out on pages 33 to 34.

The Board has direct access to the advice and services of the Company Secretary, which is responsible for ensuring

that the Board and Committee procedures are followed, and that applicable rules and regulations are complied with. The

Company Secretary is also responsible for ensuring good information flows between the Board and management,

ensuring the timely delivery of information and reports to the Board and for ensuring that statutory obligations of the

Company are met.

The Company’s AGM will be held prior to 30 June 2024 and the notice of meeting will be circulated at least 21 days in

advance of the meeting date. Eligible shareholders will be able to attend and vote at this AGM. The Company’s

shareholders are encouraged to attend the AGM and to participate in proceedings. The chair of the board and the

directors of the Company, together with representatives of the Group, will be available to answer shareholders’ questions

at the AGM. Proxy voting figures will be available to shareholders at the Company’s AGM.

The Group holds regular discussions with major shareholders, the feedback from which is provided to and greatly valued

by the Board. The Directors are available to enter into dialogue and correspondence with shareholders regarding the

progress and performance of the Company. Further information about the Company can be found on the Company’s

website.

The Group has established internal control frameworks to provide reasonable assurance on the effectiveness of the

internal controls. The Board has appointed Deloitte LLP as internal Auditor of the Group.

The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced

by the Group and for reviewing the effectiveness of the Group’s system of internal controls including financial, financial

reporting, operational, compliance and risk management. The Board has in place a robust process to assess and monitor

the emerging and principal risks of the Group. The Board has reviewed the effectiveness of systems of internal control

and risk management. During the year under review, the Board has not identified any significant failings or weaknesses

in its internal control systems.

The Group has established a risk matrix, consisting of the key risks and controls in place to mitigate those risks. The

Board confirms that there is an ongoing process for identifying, evaluating and managing the principal risks faced by the

Group. Details of the Group’s risks can be found on pages 28 to 32, together with an explanation of the controls that

have been established to mitigate each risk. This provides a basis for the Risk Committee and the Board to regularly

monitor the effective operation of the controls and to update the matrix when new risks are identified.

The system of internal control and risk management is designed to meet the Group’s particular needs and the risks to

which it is exposed. The Board recognises that these control systems can only be designed to manage, rather than

eliminate, the risk of failure to achieve business objectives and to provide reasonable, but not absolute, assurance against

material misstatement or loss.

The Company has reviewed the compliance with the Bribery Act 2010. These matters are reviewed regularly by the Audit

Committee and Risk Committee.

The Company has a whistleblowing policy and there are processes in place to encourage workers to report concerns or

suspicions about any wrongdoing. There is also a dedicated whistleblowing e-mail address, which the Chief Compliance

Officer is responsible for monitoring.

This report was approved by the Board of Directors on 29 April 2024.

Robert Sharpe (on behalf of the Board)

Chairman

29 April 2024

The Committee was established on 8 December 2023 to ensure the Company’s corporate governance structure was

consistent with that of Pollen Street Limited and, upon listing, to ensure that the Company meets the applicable regulatory

requirements.

The Audit Committee is chaired by Jim Coyle. Jim is a Chartered Accountant and maintains his membership of the

Institute of Chartered Accountants of Scotland. As such, he has relevant financial experience. The other members of the

Audit Committee are Joanne Lake and Richard Rowney. They both have recent and relevant financial experience, as a

result of their involvement in financial services and other industries. The members’ biographies can be found on pages

10 to 12.

The Group’s CEO and CFO are not members of the Committee but will attend meetings at the invitation of the Chair of

the Committee. PwC, as external Auditor, and members of the Group’s management team also regularly attend meetings.

The role of the Audit Committee is defined in its terms of reference, which are available from the Company Secretary.

The roles and responsibilities of the Audit Committee include to:

• monitor the financial reporting process;

• review and monitor the integrity of the Annual Report and Accounts and the Interim Report and review and

challenge where necessary the accounting policies of the Group;

• review the adequacy and effectiveness of the Group’s internal financial and internal control and risk

management systems, in collaboration with the Risk Committee in relation to financial controls;

• make recommendations to the Board on the reappointment or removal of the external Auditors and to approve

their remuneration and terms of engagement;

• review and monitor the external Auditors’ independence and objectivity; and

• review the performance of the internal audit function.

The Committee recognises the importance of its role, on behalf of shareholders and wider stakeholders, to ensure the

integrity of the Group’s financial reporting and risk management processes. It will rely on a number of sources to ensure

this integrity, including the views of the external Auditor.

The Committee works with the management team to continue to improve the quality and timeliness of written and oral

reporting to the Committee.

The Audit Committee met on 25 April 2024 to review the Report and Accounts for the year ended 31 December 2023.

The Audit Committee considered the following significant issues, including principal risks and uncertainties in light of the

Group’s activities and matters communicated by the external Auditors during their audit, all of which were satisfactorily

addressed.

Issue considered

How the Committee gained assurance

Going concern

statement

The Audit Committee reviewed a paper from the management team in support of the going

concern basis of the Group. The Committee noted the stability of the Group’s business model, its

successful track record, the Group’s three-year financial projections and the results of internal

stress testing and concluded that this provided sufficient evidence to support the Board’s going

concern statement set out on pages 5 to 6.

Fair, balanced and

understandable

The approach taken by the Committee in determining whether the Annual Report is, when taken

as a whole; fair, balanced and understandable, is described in greater detail in this Audit

Committee report.

The Group’s external Auditors, PricewaterhouseCoopers LLP (“PwC”), were appointed on 9 April 2024.

The audit and non-audit fees for the year under review can be found in Note 7 to the Annual Report and Accounts.

In relation to non-audit services, on 21 February 2024, the Audit Committee has reviewed and implemented a policy on

the engagement of the Auditors to supply non-audit services. This will be reviewed on an annual basis moving forward.

All requests or applications for other services to be provided by the Auditors over a threshold are submitted to the Audit

Committee and will include a description of the services to be rendered and an anticipated cost. The Audit Committee

will review the scope and size of any such services provided and any consequent impact upon the Auditors’

independence.

The Group’s policy follows the requirements of the Financial Reporting Council’s Revised Ethical Standard for Auditors

published in December 2019. The policy specifies a number of prohibited services which it is not permitted for the Auditors

to provide under the revised Ethical Standard.

The Committee has undertaken a formal assessment of PwC’s independence, which included a review of:

• a report from PwC describing its arrangements to identify, report and manage any conflicts of interest;

• its policies and procedures for maintaining independence and monitoring compliance with relevant

requirements; and

• the value and type of non-audit services provided by PwC.

The Audit Committee monitors the Auditors’ objectivity and independence on an ongoing basis. In determining PwC’s

independence, the Audit Committee has assessed all relationships with PwC and received confirmation from PwC that

it is independent and that no issues of conflicts arose during the year. The Audit Committee is therefore satisfied that

PwC is independent.

The Audit Committee monitors and reviews the effectiveness of the external audit process on an annual basis and makes

recommendations to the Board on its reappointment, remuneration and terms of engagement of the Auditors.

The Audit Committee has direct access to the Group’s auditors and provides a forum through which the Auditor’s report

to the Board. Representatives of PwC attend regular meetings of the Audit Committee.

Following the year end, the Audit Committee reviewed the 2023 Annual Report and Accounts to consider whether they

provide a true and fair view of the Group’s affairs at the end of the year and provided shareholders with the necessary

information in a fair, balanced and understandable way to enable them to assess the Company’s position, performance,

business model and strategy.

There was a rigorous review process and challenge at different levels within the Group to ensure balance and

consistency. The Committee also reviewed copies of the 2023 Annual Report and Accounts during the drafting process

to ensure key messages and themes being followed throughout the Annual Report and Accounts were aligned with the

Company’s position, performance and strategy intentions, and that the narrative in the Annual Report and Accounts was

consistent throughout. It was determined that no Key Performance Indicators (“KPIs”) are needed given that the

Company’s principal activity during the year was to establish the corporate governance structures necessary to complete

the Reorganisation.

When forming its opinion, the Committee considered the following questions to encourage challenge and assess whether

the Annual Report and Accounts was fair, balanced and understandable:

Is the Report fair?

• Is the whole story presented?

• Have any sensitive material areas been omitted?

• Are the KPIs disclosed at an appropriate level based on the financial

reporting?

Is the Report balanced?

• Is there a good level of consistency between the front and back sections of

the Annual Report and Accounts?

• Is the Annual Report and Accounts a document for shareholders and other

stakeholders?

Is the Report understandable?

• Is there a clear and understandable framework to the Annual Report and

Accounts?

• Is the Annual Report and Accounts user-friendly, easy to understand and

presented in straightforward language?

The Committee of the Company mirrors that of the Audit Committee of Pollen Street Limited and the effectiveness of

Pollen Street Limited’s Audit Committee was reviewed as part of the Board evaluation process, with results presented in

December 2023, and it was concluded that the Committee was operating effectively. Board effectiveness will continue

to be a priority for the Board and our approach to evaluating effectiveness will continue to evolve in accordance with our

strategic objectives. Details of the process followed and outcomes are set out in the Board Evaluation section of the

Corporate Governance Statement on pages 17 to 23.

The Committee has formal terms of reference which are available from the Company Secretary. The terms of reference

are reviewed by the Board on a regular basis.

After completion of its review, the Committee was satisfied that, when taken as a whole, the Company’s Annual Report

and Accounts were fair, balanced and understandable, and provide the information necessary for shareholders to assess

the Company’s performance, business model and strategy.

This report was approved by the Audit Committee on 29 April 2024.

Jim Coyle

Chair of the Audit Committee

29 April 2024

The Committee was established on 8 December 2023 to ensure the Company’s corporate governance structure is

consistent with that of Pollen Street Limited and, upon listing, to ensure that the Company meets the applicable regulatory

requirements.

The Risk Committee is chaired by Richard Rowney. Jim Coyle and Joanne Lake are also members. All three members

have risk and broader business experience due to the senior positions they hold or have held in other listed or publicly

traded companies and/or similar large organisations and possess the necessary range of experience required to provide

effective challenge to management. The members’ biographies can be found on pages 10 to 12.

The Group’s CEO and CFO are not members of the Committee but attend meetings at the invitation of the Chair of the

Committee together with the Group’s Chief Compliance Officer. PwC, as external Auditor, and members of the Group’s

management team, also regularly attend meetings.

The responsibilities of the Risk Committee include to:

• oversee the Group’s risk management and compliance activities;

• set and monitor the Group’s risk appetite;

• review the Group’s internal control and risk management systems, in collaboration with the Audit Committee in

respect of financial controls;

• carry out a robust assessment of the Group’s emerging and principal risks;

• review the Group’s key risk policies, including the risk management, market abuse, related party transactions

and significant transaction policies;

• review and approve risk statements to be included in the Annual Report and Accounts concerning internal

controls and risk management; and

• oversee the Group’s internal capital and risk assessment (“ICARA”).

Further details of the duties and responsibilities of the Risk Committee can be found in the terms of reference.

The Group’s assessment of risk after the Scheme took place has identified a broad range of internal and external factors

which the Board believes could adversely impact the Group. The following summary of key risks has been identified as

having the potential to be material; it is not exhaustive of those faced by the Group. It includes emerging risks and has

been reviewed by the Risk and Operations Committee and the Risk Committee on a regular basis and recorded on the

Group’s risk register.

Risk Description

Risk Management

2023 Summary

Economic and market factors may affect

the Group’s investments, track record or

ability to raise new capital.

Pollen Street operates closed ended

funds without redemption rights for

investors, allowing a greater degree of

freedom to pursue investment objectives

throughout macroeconomic cycles.

Regular investment reviews are undertaken. The

Investment Committees focus on investment

strategy, exit processes and refinancing

strategies throughout the life of an investment.

Early involvement of Investment Committees as

new investment ideas are identified ensures that

the Group can capitalise from downturns in

markets in certain conditions.

Periods of market volatility may allow the Group

to make investments at attractive prices and

terms.

The portfolios remained resilient

throughout 2023. AuM continued to grow

and performance remained in line with

expectations. The year ended with a

strong pipeline of opportunities in place.

We continue to monitor performance and

act accordingly when required.

Risk Description

Risk Management

2023 Summary

The inability to secure new fund

mandates or raise capital under existing

mandates in an ever increasingly

competitive market affecting the Group’s

revenue and cash flows.

The Group has a consistent track record

of fundraising and delivering strong

returns to investors. The Group has

invested in its Investor Relations team to

support capital raising across the Group

and to internalise some capital raising

costs.

The investment team has sector

specialist knowledge of and expertise in

the industries that it invests in, and the

investment team has an extensive

network and investment experience to

enable it to identify opportunities

attractive to potential investors.

The risk at the end of 2023 was

somewhat elevated given recent market

volatility. Management and the in-house

Investor Relations team continue to be

actively focused on fundraising across

the business.

The Group is making efforts to broaden

its investor base and is targeting new

geographies and investors as part of its

ongoing fundraising activities.

We remain confident that the target size

for future funds expected in 2024

remains on track.

Risk Description

Risk Management

2023 Summary

The management fee rates, and other

terms that the Group receives to manage

new funds could be reduced, affecting

the Group’s ability to generate revenue.

The Board believes that management

fee rates generated are supported by the

Company’s track record and the growing

allocations to alternative investment

market investments.

Pollen Street’s management fee revenue

is long term and contractual in nature.

Management fees on funds raised during

2023 were in line with comparable funds

raised in prior years.

Risk Description

Risk Management

2023 Summary

Our Investment Assets are exposed to

credit and market risks. They may be

impacted by adverse economic and

market conditions, including through

higher impairment charges or reduced

valuations.

In addition, credit risk, market risk (such

as interest rate risk, currency risk & price

risk), capital management risks and

liquidity risk exists.

The Group has a clear track record of

delivering investment returns that are

resilient to market conditions and in line

with published guidance.

Investments are monitored closely as

part of the Group’s ongoing investment

monitoring programmes, adhering to the

funds’ investment strategy. Input is given

by all Investment Committee members to

ensure return objectives are met, and to

anticipate and discuss any

underperformance.

The Group has a diversified, granular

portfolio of assets. Loans are subject to

stringent underwriting and stress testing.

Investment performance remains strong.

Risk Description

Risk Management

2023 Summary

Risks associated with the physical

effects of climate change, the risks that

arise as economies transition towards

greener solutions, and the risk of a

regulatory breach associated with

SFDR, TCFD, FCA, SEC reporting.

Poor or insufficient management of ESG

risks or adverse developments may

impact the Group’s reputation as an

investor.

Risks of an anti-ESG legislation leading

to unintended consequences for the

Group

The ESG Committee oversees Pollen

Street’s ESG matters, including ESG-

related risks. The Risk and Operations

Committee as well as the Board Risk

Committee has responsibility for

oversight of ESG risk matters.

ESG is considered as an evolving risk

given the nature of the Group’s

investments. The Group is

strengthening its approach to climate-

related risk identification and mitigation,

including the TCFD framework and

disclosing accordingly.

The Group has a set of minimum

standards to ensure ESG risks are

assessed and measured, which are

incorporated into initial deal team

investment assessments and ongoing

portfolio management. This includes

reviewing counterparty approach to

environmental factors and collecting

metrics to identify the environmental

impacts of their operations.

Pollen Street has recently undertaken a

project to identify and assess climate-

related risks and opportunities at the

Group level, providing recommendations

to strengthen climate considerations in

business processes and decision-

making.

Anti-ESG legislation, predominantly in

the United States, has emerged recently

with the potential impacts hard to

assess.

Pollen Street acknowledges that the

Group has an important role to play in

manging ESG risks for society. No

material ESG risks related to the

financial statements were identified

during 2023.

Risk Description

Risk Management

2023 Summary

Failure to attract, retain and develop

talented individuals to ensure that the

Group is able to deliver key

performance objectives, an inclusive

and diverse workforce to ensure the

right skills are in the right place at the

right time to deliver the Group’s

strategy.

Inadequate succession planning for key

individuals.

The Group has reward and retention

schemes in place for all employees,

aligning individual, team, and

organisational goals, driving value for

the Group.

The Group invests in both leadership

development and ongoing development

opportunities for all employees and has

introduced a comprehensive induction

programme for all new hires.

Pollen Street is committed to raising

awareness and encouraging diversity

amongst the workforce and the ESG

Committee spends significant time and

effort progressing Pollen Streets DEI

agenda.

The business has continued to

strengthen its team throughout 2023. In

addition, there is a well-considered

approach to resourcing and succession.

Risk Description

Risk Management

2023 Summary

Risks associated with information

security and resilience, including:

failure to invest and successfully

implement appropriate technology;

financial loss, data loss, business

disruption or damage to reputation from

failure of IT systems;

data protection & information security;

business continuity, disaster recovery

and operational resilience; and

financial or reputation losses arising

from a cyber attack.

The Group maintains strong technical

and operational controls against

identified cyber and information security

threats.

Staff awareness, being key to any

modern defence plans, is enhanced

through new joiner and ongoing training,

and regular communications to staff

about relevant threats observed across

the industry.

Redundant and resilient systems are

deployed to protect the Group’s assets

and are validated through regular testing

and simulations.

The Group holds a defined incident

response plan as a set of guideline

procedures to be followed in the event

of an information security attack or

breach. The primary aim of any

response is to protect the Group’s

assets, remediate any issues and

minimise the impact of the breach as

quickly as possible. The plan sets out

communication, oversight and other

considerations to be undertaken.

The Group invests annually in detailed

external security reviews and

penetration tests. All technology and

security policies have been reviewed

and updated during the year.

The technology team is appropriately

sized to manage the various security

demands and utilises industry standard

tooling to ensure monitoring and

response management is efficient and

thorough.

The Group tested its Disaster Recovery

Plan and Business Continuity Plans in

2023 with no material findings.

The Committee of the Company mirrors that of the Risk Committee of Pollen Street Limited and the effectiveness of

Pollen Street Limited was reviewed as part of the Board evaluation process, with results presented in December 2023,

and it was concluded that the Committee was operating effectively. Board effectiveness will continue to be a priority for

the Board and our approach to evaluating effectiveness will continue to evolve in accordance with our strategic objectives.

Details of the process followed and outcomes are set out in the Board Evaluation section of the Corporate Governance

Statement on pages 17 to 23.

The Committee has formal terms of reference which are available from the Company Secretary. The terms of reference

are reviewed by the Board on a regular basis.

After completion of its review, the Risk Committee was satisfied that the Group was operating within the risk appetite set

by the Board and, when taken as a whole, the Group’s Annual Report and Accounts provide the information necessary

for shareholders to assess the Group’s risk position.

This report was approved by the Risk Committee on 29 April 2024.

Richard Rowney

Chair of the Risk Committee

29 April 2024

The Committee was established on 8 December 2023 to ensure the Company’s corporate governance structure is

consistent with that of Pollen Street Limited and, upon listing, to ensure that the Company meets the applicable regulatory

requirements.

The Nomination Committee is chaired by Robert Sharpe. The other members are Jim Coyle, Joanne Lake and Richard

Rowney. All members have extensive experience acting on boards. The members’ biographies can be found on pages

10 to 12.

The Group’s CEO is not a member of the Committee but attends meetings at the invitation of the Chair of the Committee

together with external advisers as required.

Full details of the number of Committee meetings and attendance by individual Committee members can be found on

page 18.

Effective governance requires a breadth of skills, experience, knowledge and diversity making the work of the Nomination

Committee a key part of the Board’s oversight.

The responsibilities of the Nomination Committee include to:

• review the structure, size and composition of the Board, taking into account the balance of skills, knowledge,

experience and the provisions of the Company’s Board Diversity Policy, and to make recommendations to the

Board with regard to any changes;

• ensure plans are in place for orderly succession for both the Board and senior management positions, and to

oversee the development of a diverse pipeline for succession, taking into account the challenges and

opportunities facing the Company, and the skills and expertise needed on the Board in future;

• keep under review the leadership needs of the organisation, both executive and non-executive, with a view to

ensuring the continued ability of the organisation to compete effectively in the marketplace;

• keep up to date and fully informed about strategic issues and commercial changes affecting the Company and

the market in which it operates;

• identify and nominate for the approval of the Board candidates to fill Board vacancies as they arise;

• evaluate the balance of skills, knowledge, experience and diversity on the Board before any appointment is

made by the Board, and, in light of this evaluation, prepare a description of the role and capabilities required for

a particular appointment and the time commitment expected;

• consider the membership of any other Board Committees as appropriate, in consultation with the chairs of those

Committees; and

• oversee a formal and rigorous annual evaluation process in relation to the performance and effectiveness of

the Board, its Committees, the Chair of the Board and individual Directors, and to review the results of the Board

performance evaluation process that relate to the composition of the Board and succession planning.

The Committee of the Company mirrors that of the Nomination Committee of Pollen Street Limited and the effectiveness

of Pollen Street Limited was reviewed as part of the Board evaluation process, with results presented in December 2023,

and it was concluded that the Committee was operating effectively. Furthermore, the Committee recognises the

importance of succession planning and will continue to work closely with the Directors regarding this. During the year the

Committee oversaw the Evaluation process to evaluate the effectiveness of Pollen Street Limited’s Board and all

Committees. Details of the process followed and outcomes are set out in the Board Evaluation section of the Corporate

Governance Statement on page 17 to 23.

The Committee has formal terms of reference which are available from the Company Secretary. The terms of reference

are reviewed by the Board on a regular basis.

After completion of its review, the Nomination Committee was satisfied that the Board had the breadth of skills,

experience, knowledge and diversity appropriate for the enlarged Group.

This report was approved by the Nomination Committee on 29 April 2024.

Robert Sharpe

Chair of the Nomination Committee

29 April 2024

The Committee was established on 8 December 2023 to ensure the Company’s corporate governance structure is

consistent with that of Pollen Street Limited and, upon listing, to ensure that the Company meets the applicable regulatory

requirements.

The Remuneration Committee comprises of Joanne Lake, Robert Sharpe, Jim Coyle and Richard Rowney as four Non-

Executive Directors, all of whom have remuneration experience due to the senior positions they hold or have held in

other listed or large organisations. It is chaired by Joanne Lake. The members’ biographies can be found on page 10 to

12.

The Group’s CEO is not a member of the Remuneration Committee but attends meetings at the invitation of the Chair of

the Committee together with the Group’s Chief People Officer as considered necessary. An individual is not present

when the Remuneration Committee is discussing the individual’s remuneration.

Full details of the number of Remuneration Committee meetings and attendance by individual Remuneration Committee

members can be found on page 18.

The purpose of the Remuneration Committee is to assist the Board in fulfilling its oversight responsibilities related to the

remuneration of Directors and employees of the Group. Its responsibilities include to:

• oversee all remuneration matters across the Group ensuring alignment with long-term shareholder interests

and Company culture;

• ensure the Directors’ remuneration is implemented within the terms of the shareholder-approved Directors’

Remuneration Policy;

• oversee the choice of financial and non-financial performance criteria for Executive Directors’ annual bonus

awards, taking account of Group and individual performance, and wider circumstances; and

• ensure the contractual terms on termination of any Executive Director, and any proposed payments, are

appropriate and fair to both the individual and the Company, and underperformance is not rewarded.

Further details of the duties and responsibilities of the Remuneration Committee can be found in the terms of reference.

The Company’s remuneration practices were designed to comply with the six principles set out in provision 40 of the

Corporate Governance Code, as summarised below. Further information is available on the Company’s website in the

circular dated 10 May 2022.

• Clarity – The Directors’ Remuneration Policy is as clear as possible and full details are described in

straightforward concise terms to shareholders and the workforce.

• Simplicity – Remuneration structures are as simple as possible and aligned to the Private Equity and alternative

investments sector, whilst at the same time incorporating the necessary structural features appropriate for a

listed company to ensure a strong alignment to performance and strategy and minimising the risk of rewarding

failure.

• Risk – The Directors’ Remuneration Policy has been shaped to discourage inappropriate risk-taking through a

weighting of incentive pay towards long term incentives, the balance between financial and nonfinancial

measures in the relevant employee share plans and in employment and post-employment shareholding

requirements.

• Predictability – The Remuneration Committee maintains clear caps on incentive opportunities and uses its

available discretion if necessary.

• Proportionality – There is an industry-appropriate balance between fixed pay and variable pay, and incentive

pay is weighted to sustainable long-term performance. Incentive plans are subject to performance targets that

consider both financial and non-financial performance linked to strategy, and outcomes will not reward poor

performance.

• Alignment to culture – The Remuneration Committee considers the Company’s culture and wider workforce

policies when shaping and developing Executive Director remuneration policies to ensure that there is

coherence across the organisation. There is a strong emphasis on the fairness of remuneration outcomes

across the workforce.

The Committee of the Company mirrors that of the Remuneration Committee of Pollen Street Limited and the

effectiveness of Pollen Street Limited was reviewed as part of the Board evaluation process, with results presented in

December 2023, and it was concluded that the Committee was operating effectively. Board effectiveness will continue

to be a priority for the Board and our approach to evaluating effectiveness will continue to evolve in accordance with our

strategic objectives. Details of the process followed and outcomes are set out in the Board Evaluation section of the

Corporate Governance Statement on page 17 to 23.

During 2023 the Directors did not receive any remuneration for services rendered in respect to the Company, but they

were remunerated by Pollen Street Limited as Directors of Pollen Street Limited. Full details of their remuneration can

be found in the Annual Report of Pollen Street Limited which is published on the Group’s website. From 24 January

2024, the Directors are remunerated for their directorships of the Company. The remuneration arrangements for Directors

are, otherwise, not expected to change materially for 2024. Both Julian Dale’s and Lucy Tilley’s remuneration is in line

with the remuneration of the CFO role described on page 107 of Pollen Street Limited’s Annual Report and Accounts for

the year ended 31 December 2023. In addition, the Remuneration Committee has agreed to provide Lucy Tilley with

additional remuneration in order to buy-out remuneration that will be forfeited on her leaving her former employer. Further

disclosure on this will be included in subsequent reports.

The Remuneration Committee has formal terms of reference which are available from the Company Secretary. The terms

of reference are reviewed by the Board on a regular basis.

The Remuneration Committee was satisfied that the Company had effective remuneration practices across all levels of

the organisation and had complied with Pollen Street’s remuneration policies. Pollen Street’s approach to remuneration

is considered to be well balanced, focusing on both the delivery of corporate objectives as well as attracting and retaining

talent without encouraging excessive risk taking.

This report was approved by the Remuneration Committee on 29 April 2024.

Joanne Lake

Chair of the Remuneration Committee

29 April 2024

The directors are responsible for preparing financial statements for each financial year which give a true and fair view, in

accordance with applicable Guernsey law and UK-adopted international accounting standards, of the state of affairs of

the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors

are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any material departures disclosed

and explained in the financial statements; and

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

Company will continue in business.

The directors confirm that they have complied with the above requirements in preparing the financial statements.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time

the financial position of the Company and enable them to ensure that the financial statements comply with The

Companies (Guernsey) Law, 2008 as amended. They are also responsible for safeguarding the assets of the Company

and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as the directors are aware, there is no relevant audit information of which the Company ’ s Auditors are unaware,

and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or

herself aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information.

Each of the Directors, whose names and functions are listed in the Directors’ Report, confirm that, to the best of their

knowledge:

• the Company financial statements, which have been prepared in accordance with UK-adopted international

accounting standards, give a true and fair view of the result, assets, liabilities and financial position of the

Company; and

• the Strategic Report 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 it faces.

The Corporate Governance Code requires Directors to ensure that the Annual Report and Accounts are fair, balanced

and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit Committee

advises on whether it considers that the Annual Report and Accounts fulfil these requirements. The process by which

the Audit and Committee has reached these conclusions is set out in its report on pages 24 to 27. As a result, the Board

has concluded that the Annual Report and Accounts for the year ended 31 December 2023, taken as a whole, are fair,

balanced and understandable and provide the information necessary for shareholders to assess the Company’s position

and performance, business model and strategy.

Robert Sharpe (on behalf of the Board)

Chairman

29 April 2024

Report on the audit of the financial statements

Opinion

In our opinion, Pollen Street Group Limited’s financial statements:

● give a true and fair view of the state of the company’s affairs as at 31 December 2023 and of its result and cash flows for

the year then ended;

● have been properly prepared in accordance with UK-adopted international accounting standards; and

● have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which

comprise: the Statement of Financial Position as at 31 December 2023; the Statement of Comprehensive Income, the Statement

of Changes in Shareholders' Funds and the Statement of Cash Flows for the year then ended; and the notes to the financial

statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements

section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, which includes the Financial Reporting Council’s (“FRC”) Ethical Standard, as applicable to listed

public interest entities in accordance with the requirements of the Crown Dependencies' Audit Rules and Guidance for market-

traded companies, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not

provided.

We have provided no non-audit services to the company in the period under audit.

Our audit approach

Overview

Audit scope

● The scope of our audit and the nature, timing and extent of audit procedures performed were determined by our risk

assessment. Our scoping considered all account balances and was performed to ensure suitable audit procedures were

performed over material balances.

Key audit matters

● Accuracy and completeness of administration costs

Materiality

● Overall materiality: £1,033 based on 1% of total expenses.

● Performance materiality: £775.

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant

accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement (whether or

not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we

make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Key audit matter

How our audit addressed the key audit

matter

Accuracy and completeness of administration costs

Administration costs have been recorded in the financial

statements. All administration costs of the company are

reimbursed in full by affiliated companies.

As expenses are reimbursed by other affiliated

companies, there is a risk that expenses incurred by the

company may not be accurately or completely recorded

in the company's financial statements.

Refer to Note 2 Principal accounting policies ‘Expenses'

and Note 7 'Revenue and Expenditure'

We performed substantive testing as follows:

● On a sample basis, we tested expenses incurred by

the company during the year to underlying support,

including invoices.

● We performed a search for unrecorded expenses in

the company's books and records by reviewing

expenses recorded in Pollen Street Limited and

other affiliated companies.

● We inquired with management to understand the

nature of activities undertaken by the company

during 2023.

● We evaluated and tested the accounting policies

and disclosures over administration costs made in

the financial statements.

Based on the procedures performed and the evidence

obtained, we found administration costs to be reasonable.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the company, the accounting processes and controls, and the industry

in which it operates.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements. We performed a risk assessment, giving consideration to relevant external and internal factors, including economic

risks and the company's activities.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the

company’s financial statements, and we remained alert when performing our audit procedures for any indicators of the impact

of climate risk. Our procedures did not identify any material impact as a result of climate risk on the company’s financial

statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent

of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall company

materiality

£1,033.

How we

determined it

1% of total expenses

Rationale for

benchmark

applied

As the principal activity of the company during the year related to incurring administration costs, we

consider that the primary measure assessed by users of the financial statements to assess

performance is total expenses rather than profitability or total assets. Total expenses is a generally

accepted auditing benchmark. We therefore determined that a materiality based on total expenses was

an appropriate basis for materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of

our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to £775 for the company

financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment

and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range

was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £52 as well

as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting

included:

● Performing a risk assessment to identify factors that could impact the going concern basis of accounting;

● Obtaining and evaluating management's going concern assessment;

● Understanding and evaluating the company's financial forecasts and the stress testing of the forecast cash flows, including

the cash flows associated with the company's subsidiaries Pollen Street Limited and Pollen Street Capital Holdings

Limited which were acquired subsequent to the year end, and the severity of the stress scenarios that were used; and

● Evaluating the adequacy of the disclosures made in the financial statements in relation to going concern.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at

least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's

ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’

report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover

the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in

this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based

on these responsibilities.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern and that part of the corporate

governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified

for our review. Our additional responsibilities with respect to the corporate governance statement as other information are

described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and

we have nothing material to add or draw attention to in relation to:

● The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

● The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging

risks and an explanation of how these are being managed or mitigated; and

● The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern

basis of accounting in preparing them, and their identification of any material uncertainties to the company’s ability to

continue to do so over a period of at least twelve months from the date of approval of the financial statements.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the

audit:

● The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,

and provides the information necessary for the members to assess the company's position, performance, business model

and strategy;

● The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems; and

● The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s

compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the

Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Directors’ Responsibilities for the Financial Statements, the directors are responsible for the

preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true

and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and

regulations related to the Financial Conduct Authority’s Listing Rules, and we considered the extent to which non-compliance

might have a material effect on the financial statements. We also considered those laws and regulations that have a direct

impact on the financial statements such as Companies (Guernsey) Law, 2008. We evaluated management’s incentives and

opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined

that the principal risks were related to posting inappropriate journal entries to reduce expenses. Audit procedures performed by

the engagement team included:

● Discussions with management and the Audit Committee, including consideration of known or suspected instances of non-

compliance with laws and regulation and fraud;

● Reviewing Board meeting and other relevant Committee minutes to identify any significant or unusual transactions or other

matters that could require further investigation;

● Testing of journal entries relating to administration costs on a sample basis; and

● Incorporating unpredictability in the selection of the nature, timing and extent of audit procedures performed.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-

compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from

error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through

collusion.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with

Section 262 of The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving these opinions, accept or

assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may

come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies (Guernsey) Law, 2008 exception reporting

Under the Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:

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

• proper accounting records have not been kept by the company; or

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

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the directors on 9 April 2024 to audit the financial

statements for the year ended 31 December 2023 and subsequent financial periods. This is therefore our first year of

uninterrupted engagement.

Other matters

The financial statements for the period from 24 December 2021 to 31 December 2022, forming the corresponding figures of the

financial statements for the year ended 31 December 2023, are unaudited.

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these

financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R -

4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no

assurance over whether the annual financial report has been prepared in accordance with those requirements.

Claire Sandford

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Recognised Auditors

London

29 April 2024

For the year ended 31

December 2023

For the period from 24

December 2021 to 31

December 2022

(Unaudited)

Revenue

103,273

13,859

Administration costs

(103,273)

(13,859)

Profit or loss before tax

Tax

Profit or loss after tax

Total comprehensive income

The notes to the accounts form an integral part of the financial statements.

As at 31 December 2023

As at 31 December 2022

(unaudited)

Notes

Current assets

Receivables

108,190

7,917

Total current assets

108,190

7,917

Total assets

108,190

7,917

Current liabilities

Payables

108,190

7,917

Total current liabilities

108,190

7,917

Net assets

Shareholders’ funds

Ordinary share capital

Retained earnings

Total shareholders’ funds

The financial statements of Pollen Street Group Limited (company number 70165) on pages 43 to 53 were approved by

the Board of Directors on 29 April 2024 and signed on its behalf by:

Robert Sharpe, Chairman

For the year ended 31 December 2023

Ordinary Share

Capital

Retained earnings

Total Equity

Shareholders’ funds as at

1 January 2023

Profit or loss after taxation

Shareholders’ funds as at

31 December 2023

For the period from 24 December 2021 to 31 December 2022 (Unaudited)

Ordinary Share

Capital

Retained earnings

Total Equity

Shareholders’ funds as at

24 December 2021

Ordinary shares issued

Profit or loss after taxation

Shareholders’ funds as at

31 December 2022

The notes to the accounts form an integral part of the financial statements.

Notes

For the year ended 31

December 2023

For the period from 24

December 2021 to 31

December 2022

(Unaudited)

Profit or loss after tax

Cash flows from operating activities:

Profit after taxation

Adjustments for:

Increase in receivables

(100,273)

(7,917)

Increase in payables

100,273

7,917

Net cash inflow from operating activities before

tax paid

Net change in cash and cash equivalents

Cash and cash equivalents at the beginning of the

year

Cash and cash equivalents

The notes to the accounts form an integral part of the financial statements.

Notes to the financial statements

Pollen Street Group Limited (previously “Harry Newco Limited”) was incorporated in Guernsey under the Companies

(Guernsey) Law, 2008, as amended, on 24 December 2021 and is domiciled in Guernsey with registration number 70165.

Pollen Street Group Limited is referred to as the “Company” or “Pollen Street”. As at 31 December 2023, the Company

had no subsidiaries (31 December 2022: none). The registered office of the Company is: Mont Crevelt House, Bulwer

Avenue, St. Sampson, Guernsey, GY2 4LH. The principal place of business of the Company is 11-12 Hanover Square,

London, W1S 1JJ.

On 24 January 2024, the Company became the immediate and ultimate parent of Pollen Street Limited (previously Pollen

Street plc) by way of a scheme of arrangement pursuant to Part 26 of the UK Companies Act 2006. As part of this, the

shares of Pollen Street Limited were delisted and cancelled and new shares were issued to the Company so that the

Company has 100 per cent of the issued shares in Pollen Street Limited. New shares in the Company were also issued

to the former shareholders of Pollen Street Limited on a one-to-one basis and were admitted to trading on the LSE’s

main market for listed securities and to the premium listing segment for commercial companies of the Official List

maintained by the Financial Conduct Authority in accordance with Part VI of the Financial Services and Markets Act

2000.

On 14 February 2024, Pollen Street Limited distributed the entire issued share capital of Pollen Street Capital Holdings

Limited to the Company referred to as the Distribution. The Scheme and the Distribution are together referred to as the

Reorganisation.

A description of the nature of the Company's operations and its principal activities are included in the directors' report,

which is not part of the financial statements.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards and

with the requirements of The Companies (Guernsey) Law 2008, as amended, as applicable to companies reporting under

those standards. The accounting policies comprise standards and interpretations approved by the International

Accounting Standards Board (“IASB”) and International Financial Reporting Committee as adopted in the UK, including

interpretations issued by the IFRS Interpretations Committee and interpretations issued by the International Accounting

Standard Board (“IASB”). This is the first year that the Company has applied International Financial Reporting Standards

(“IFRS”).

These financial statements have been prepared on a going concern basis and under the historic cost convention. The

Directors have considered the scheme of arrangement that occurred on 24 January 2024, and established that the

Company has adequate financial resources to enable it to continue operations for a period of no less than 12 months

from the approval of these accounts.

The going concern assessment considered the financial performance of each of the new subsidiaries over the next 12

months, and the following stressed scenarios:

• For the Investment Company, the stress scenarios included halting future Investment Asset

originations, late repayments of the largest structured facility and individual exposures experiences ongoing

performance at the worst monthly impact experienced throughout 2022 and 2023 and no further fund raising.

The Directors consider these scenarios to be the most relevant risks to the Group’s operations. Finally, the

Directors reviewed financial and non-financial covenants in place for all debt facilities within the subsidiaries of

the Group with no breaches anticipated, even in the stressed scenario.

• For the Asset Manager, the stressed cash flow forecast assumed carried interest income as lower than

expected, no new funds are raised and Pollen Street Limited performance fees are in line with 2020 which was

a low performance year due to the global pandemic. Under this scenario, the Asset Manager is still expected to

maintain positive cash reserves at the end of each month throughout the period.

The Directors are satisfied that the going concern basis remains appropriate for the preparation of the financial

statements.

The principal accounting policies adopted by the Company are set out below and all values are in pounds.

There were no significant judgements or estimates in preparing these financial statements.

All of the applicable accounting policies are shown below.

During the year, the following accounting policies were introduced:

Revenue comprises income from the recharge of costs incurred within the Company that are recharged to Pollen Street

Limited. Revenue is recognised when the service related to the underlying expense has been provided to the Company.

All expenses are accounted for on an accruals basis. During the year, all expenses have been presented within retained

earnings.

The financial statements have been prepared in Pounds Sterling because that is the currency of the majority of the

transactions during the period, so has been selected as the presentational currency.

Transactions involving foreign currencies are converted at the exchange rate ruling at the date of the transaction. Foreign

currency monetary assets and liabilities are translated into Pounds Sterling at the exchange rate ruling on the period-

end date. Foreign exchange differences arising on translation would be recognised in the Statement of Comprehensive

Income.

Receivables do not carry any interest and are short term in nature. They are initially stated at their nominal value and

reduced by appropriate allowances for expected credit losses (if any).

Receivables consist of trade and other debtor balances and prepayments and accrued income. Receivable balances are

short-term in nature. The Company applies a simplified approach in calculating ECLs and recognises a loss allowance

based on lifetime ECLs at each reporting date. Given the balances are recoverable from affiliated entities, management's

assessment is that ECL calculated under IFRS 9 would be immaterial at the end of the current and previous reporting

period. Management will continue to assess the recoverability at each reporting date for changes in the circumstances

surrounding the recoverability of the trade and other receivables, and recognise an expected credit loss allowance when

appropriate.

Financial liabilities are classified according to the substance of the contractual arrangements entered into. Payables

represent amounts for goods and services prior to the end of the financial period and which are unpaid. All the payables

are with affiliated entities.

The tax expense for the year comprises current tax. Tax is recognised in profit or loss, except that a change attributable

to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity

is also recognised in other comprehensive income or directly in equity respectively.

Current and deferred income tax charges are calculated on the basis of tax rates and laws that have been enacted or

substantively enacted by the reporting date in the countries where the company operates and generates income.

Ordinary shares are classified as equity. The costs of issuing or acquiring equity are recognised in equity (net of any

related income tax benefit), as a reduction of equity on the condition that these are incremental costs directly attributable

to the equity transaction that otherwise would have been avoided.

The costs of an equity transaction that is abandoned are recognised as an expense. Those costs might include

registration and other regulatory fees, legal fees, accounting and other professional advisers, printing costs and stamp

duties.

The following tables show the average monthly number of employees and Directors during the year:

For the year ended 31

December 2023

For the period from 24

December 2021 to 31

December 2022

(unaudited)

Average number of

Directors/Employees

Average number of

Directors/Employees

Directors

Employees

Total

As at 31 December 2023, there were 7 directors (31 December 2022: 4). There were no wages, salaries, social security

or pension costs during the year (31 December 2022: none).

The table below sets out a breakdown of the Company’s receivables:

As at 31 December 2023

As at 31 December 2022

Amounts due from Pollen Street Limited

108,190

7,917

Closing balance

108,190

7,917

The table below sets out a breakdown of the Company’s payables:

As at 31 December 2023

As at 31 December 2022

Tax advisory accruals

7,900

Audit fee accruals

50,000

Company Secretary accruals

30,358

7,917

Other payables

19,932

Closing balance

108,190

7,917

Credit risk is the risk of loss arising from failure of a counterparty to pay the amounts that they are contractually due to

pay. The Company is exposed to credit risk principally through the amounts due from debtors.

The Company’s debtors only include amounts due from Pollen Street Limited as explained in note 1 and note 10.

Market risk can be summarised as comprising three types of risk:

• Interest rate risk – the risk of loss arising from changes in market interest rates;

• Currency risk – the risk of loss arising from changes in foreign exchange rates; and

• Price risk – the risk of loss arising from changes in other market rates.

The Company’s exposure to market risk is described below.

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of

financial instruments. The Company does not have any debt or direct exposure to interest rates.

Currency risk arises from foreign currency assets and liabilities. The Company had no foreign currency assets as at 31

December 2023 and was therefore not exposed to currency risk.

Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in

market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by

factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded

in the market. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other

public health issue, recessions, or other events could have a significant impact on the Company and market prices of its

investments. The Company did not have any financial instruments as at 31 December 2023, and was therefore not

exposed to currency risk.

Revenue

For the year ended 31

December 2023

For the period from 24

December 2021 to 31

December 2022

Recharges

103,273

13,859

Recharges

103,273

13,859

Revenue is from recharges that are recharged from the Company to Pollen Street Limited. Refer to note 10 for further

details on related party transactions.

Expenses

For the year ended 31

December 2023

For the period from 24

December 2021 to 31

December 2022

Administration charges

103,273

13,859

Administration charges

103,273

13,859

Administration charges in 2023 include audit fees of £50,000 incurred from the Company’s Auditors

PricewaterhouseCoopers LLP (‘PwC’) for the audit of the Company’s financial statements (2022: none). No non-audit

services were provided to the Company by PwC in 2023 or 2022.

The table below details the issued share capital of the Company.

No. Issued, allotted and fully paid

ordinary shares of £0.01 each

For the year ended 31

December 2023

For the period from 24

December 2021 to 31

December 2022

Opening number of shares

Shares issued during the period

Closing number of shares

As at 31 December 2023 there were no contingent liabilities or capital commitments for the Company (31 December

2022: none).

IAS 24 ‘Related Party Disclosures’ requires the disclosure of the details of material transactions between the Company

and any related parties. Accordingly, the disclosures required are set out below.

The Directors were not remunerated for services to Pollen Street Group Limited during the year. There were no contracts

subsisting during or at the end of the year in which a Director of the Company is or was interested and which are or were

significant in relation to the Company’s business. There were no other transactions during the year with the Directors of

the Company.

During the year, Pollen Street Limited paid all expenses on behalf of the Company.

On 24 January 2024, the Company completed the Scheme that introduced Pollen Street Limited as a subsidiary of the

Company and the Company issued new shares to former shareholders of Pollen Street Limited, which were admitted to

trading on the LSE’s main market for listed securities and to the premium listing segment for commercial companies of

the Official List maintained by the Financial Conduct Authority in accordance with Part VI of the Financial Services and

Markets Act 2000. The distribution of Pollen Street Limited to the Company included 64,209,597 shares and had a

distribution value of £585.8 million.

On 14 February 2024, Pollen Street limited completed the Distribution whereby the entire issued share capital of Pollen

Street Capital Holdings Limited was distributed to the Company. The Distribution of Pollen Street Capital Holdings Limited

to the Company from Pollen Street Limited had a distribution value of £247.0 million. Further information on the Scheme

is provided in Note 1 to the Financial Statements.

On 21 March 2024 the Company announced a Buyback Programme. Since the launch of the programme the Company

has bought back 388,750 shares. Full details of the Buyback Programme can be found in the announcement on the

Company’s website http://www.pollenstreetgroup.com/.

Robert Sharpe

Barclays Bank plc

Jim Coyle

1 Churchill Place

Joanne Lake

Canary Wharf

Richard Rowney

London E14 5H

Julian Dale

England

Gustavo Cardenas

Lindsey McMurray

Investec Bank plc

all at the registered office below

30 Gresham Street

London EC2V 7QP

England

Mont Crevelt House

Bulwer Avenue

St Sampson

Computershare Investor Services PLC

Guernsey GY2 4LH

The Pavilions, Bridgewater Road

England

Link Company Matters Limited

Floor

http://www.pollenstreetgroup.com/

65 Gresham Street

London EX2V 7NQ

ISIN: GG00BMHG0H12

Sedol: BMHG0H1

PricewaterhouseCoopers LLP

Ticker: POLN

7 More London Riverside

London SE1 2RT

The Company’s website can be found at

www.pollenstreetgroup.com. The site provides visitors

with Company information and literature downloads.

The Company’s profile is also available on third-party

sites such as www.trustnet.com and

www.morningstar.co.uk.

Copies of the annual and half–yearly reports may be

obtained from the Company Secretary by calling 020

7954 9552 or by visiting www.pollenstreetgroup.com.

The Group’s ordinary shares of 1p each are quoted on

the London Stock Exchange:

• SEDOL number: BMHG0H1

• ISIN number: GG00BMHG0H12

• EPIC code: POLN

The codes above may be required to access trading

information relating to the Company on the internet.

The Group’s Consolidated Annual Report & audited

financial statements, half-yearly reports and other

formal communications are available on the Company’s

website. To reduce costs the Company’s half-yearly

financial statements are not posted to shareholders but

are instead made available on the Company’s website.

The Company has established a whistleblowing policy.

The Audit Committee reviews the whistleblowing

procedures of the Group to ensure that the concerns of

their staff may be raised in a confidential manner.

Fraudsters use persuasive and high-pressure tactics to

lure investors into scams. They may offer to sell shares

that turn out to be worthless or non-existent, or to buy

shares at an inflated price in return for an upfront

payment. While high profits are promised, if you buy or

sell shares in this way, you will probably lose your

money.

• Keep in mind that firms authorised by the FCA are

unlikely to contact you out of the blue with an offer to

buy or sell shares

• Do not get into a conversation, note the name of the

person and firm contacting you and then end the call

• Check the Financial Services Register from

www.fca.org.uk to see if the person and firm contacting

you is authorised by the FCA

• Beware of fraudsters claiming to be from an

authorised firm, copying its website or giving you false

contact details

• Use the firm’s contact details listed on the Register if

you want to call it back

• Call the FCA on 0800 111 6768 if the firm does not

have contact details on the Register or you are told they

are out of date

• Search the list of unauthorised firms to avoid at

www.fca.org.uk/scams

• Consider that if you buy or sell shares from an

unauthorised firm you will not have access to the

Financial Ombudsman Service or Financial Services

Compensation Scheme.

• Think about getting independent financial and

professional advice before you hand over any money

• Remember: if it sounds too good to be true, it probably

is!

5,000 people contact the Financial Conduct Authority

about share fraud each year, with victims losing an

average of £20,000.

If you are approached by fraudsters, please tell the

FCA using the share fraud reporting form at fca.org.uk

/scams, where you can find out more about investment

scams.

You can also call the FCA Consumer Helpline on 0800

111 6768.

If you have already paid money to share fraudsters, you

should contact Action Fraud on 0300 123 2040.

The Annual General Meeting of the Company.

The business segment of the Group that is responsible for managing third-party AuM and

the Investment Company’s assets. All activities of this segment reside within Pollen Street

Capital Holdings Limited and its subsidiaries.

PricewaterhouseCoopers LLP (“PwC”)

The assets under management of the Group, defined as:

• investor commitments for active Private Equity funds;

• invested cost for other Private Equity funds;

• the total assets for the Investment Company; and

• investor commitments for Private Credit funds.

Pollen Street Group Limited

Loans, together with similar investments, made by the Group to counterparties, including

investments into Private Credit funds managed or advised by Pollen Street.

The distribution by Pollen Street Limited of Pollen Street Capital Holdings Limited to Pollen

Street Group Limited that was effected on 14 February 2024. See Note 1 for further

information.

Equity Assets are instruments that have equity like returns; that is, instruments that do not

contain a contractual obligation to pay and that evidence a residual interest in the issuer’s

net assets. Investments in Private Equity funds managed or advised by the Group are

classified as Equity Assets. Carried interest receivable by the Group is not classified as an

Equity Asset.

The amount that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants.

Pollen Street Limited and Pollen Street Capital Holdings Limited and their subsidiaries form

the “Group”.

The Group’s portfolio of Credit Assets and Equity Assets.

The business segment of the Group that holds the Investment Asset portfolio and the debt

facilities. As at 31 December 2023, all activities of this segment resided within Pollen Street

Limited, Sting Funding Limited and Bud Funding Limited. During 2023, the Investment

Assets that were held within Pollen Street Capital Holdings Limited, which have always been

treated as part of the Investment Company, were transferred to Pollen Street Limited.

The Group’s strategy for managing credit assets within its private funds.

The Group’s strategy for managing equity assets within its private funds.

An entity that manages the Company’s shareholder register. The Company’s registrar is

Computershare Investor Services PLC.

The Scheme together with the Distribution that was effected in the first quarter of 2024. See

Note 1 for further information.

The scheme of arrangement that was effected on 24 January 2024, that resulted in the

Company owning 100 per cent of the share capital of Pollen Street Limited with the

Company’s shares listed as a commercial company. See Note 1 for further information.