Bridgepoint Direct Lending I SV S.A.
Annual Report including Audited Financial Statements
6B, Rue du Fort Niedergrünewald, L-2226 Luxembourg
Rcs: Luxembourg B 193 498
Share Capital: EUR 45,461
202
5
31 December 2025
Private and Confidential
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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Private and Confidential
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2
Contents
Section
Page
Directors’ Report
3-7
Report of the Réviseur d’Entreprises Agréé
8-12
Statement of Financial Position
13
Statement of Profit or Loss and Other Comprehensive Income
14
Statement of Changes in Equity
15
Statement of Cash Flows
16
Notes to the Financial Statements
17-36
Management and Administration
37
Disclaimer
38
8
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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3
Directors
Report
Company Update and Overview
General
Bridgepoint Direct Lending I SV S.A. (the “Company”) herewith submits its F
inancial
Statements (the “Financial Statements”) for the year ended 31 December 2025
. The
Financial Statements have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union (“EU”).
The Company has not carried out any activities in the field of research and development
and does not have any branches.
On 1 April 2016, the Company held a final closing of subscriptions to the Notes,
securing
total commitments of EUR 525
million. The Company has committed to invest such
commitments in Bridgepoint Credit FCP-SIF -
Bridgepoint Direct Lending I (the
“Sub-Fund”), a compartment of Bridgepoint Credit FCP-SIF (the “Fund”).
The Notes are listed on the Official list of Nordic Growth Market NGM AB (“NGM”
) in
Stockholm, Sweden.
Sustainable Finance Disclosure
Regulation
The Company is
classified as an Article 6 financial product under Regulation (EU)
2019/2088 (SFDR). The investments underlying this financial product do not consider
the EU criteria for environmentally sustainable economic activities, as per the Regulation
(EU) 2020/852
(Taxonomy) on the establishment of a framework to facilitate sustainable
investment. Therefore, no periodic disclosures are required.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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4
Significant Events
The result for the year is shown in the
Statement of Profit or Loss and Other
Comprehensive Income. The result mainly comprises net losses
from financial assets at
fair value through profit or loss (“FVTPL”), net gains from financial liabilities at FVTPL,
dividend income, financing costs and operating expenses of the Company.
Company Future Development
The Company expects to continue developing its activity of investing in the Sub-
Fund
with the proceeds obtained from the issuance of Notes.
Financial Risk Management
The Company has exposure to the following risks as at 31 December 2025.
Market Risk
Market risk is the risk that changes in market prices will affect the value of the investments
purchased by and Notes issued
by the Company. Market risk could refer to both gains and
losses and could include amongst others, price risk and interest rate risk,
with the most
important risk faced by the Notes issued by the Company being price risk. Nevertheless,
changes in interest rates may reduce the Sub-Fund’s return from floating-
rate instruments
or increase the cost of any borrowing. Furthermore, a default
on a debt instrument that is
held directly or indirectly by the Sub-Fund or a sudden and extreme decrease
in prevailing
interest rates may cause a decline in the Sub-Fund’s Net Asset Value (“NAV”).
However, as any material fluctuations in the NAV of the Sub-
Fund are borne by the
Noteholders, the Company itself does
not consider these market risks to be a significant
economic risk.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the
obligations associated with its financial liabilities that are settled by delivering cash or
another financial asset.
The Company’s policy and approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due,
under both
normal and stress conditions, including estimated redemptions of shares,
without
incurring unacceptable losses or risking damage to the Company’
s reputation. The
Company monitors its bank accounts on a regular basis to ensure there is sufficient
liquidity.
Interest on and redemptions of Notes will only occur upon actual receipt of proceeds from
the Sub-Fund. In addition,
the Maturity Date of the Notes extends beyond the expected
term of the Sub-Fund. Therefore,
there is no material mismatch between financial assets
and financial liabilities.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an
obligation or commitment that it has entered into with the Company,
resulting in a
financial losses to the Company.
The Company’s cash is held at the ING Luxembourg S.A.,
Nordea Bank AB (publ) and
Barclays Bank PLC. ING Luxembourg S.A. is a reputable bank operating in Luxembourg
under regulation and supervision of the Commission de Surveillance du Secteur
Financier. Nordea Bank AB (publ) is a reputable bank registered in S
weden. It is
authorised by the Sveriges Riksbank and regulated by the Finansinspektionen and the
Sveriges Riksbank. Barclays Bank PLC is a reputable bank registered in England. It is
authorised by the B
ank of England Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority.
Changes in the fair value of the Notes issued to the investors primarily reflect changes in
the fair value of the investment in the Sub-
Fund. The effect of the performance of the
assets on the fair value of the liability is asset-specific performance risk, not credit risk.
Annual Corporate Governance
Statement
The Company is domiciled in Luxembourg and its Notes are listed on the
Official list of
NGM in Stockholm, Sweden
. The Company is subject to the exchange rules for issuers
whose financial instruments are admitted to trading on the Official list of NGM
in
Stockholm, Sweden
. The Board of Directors is responsible for establishing and
maintaining adequate internal control and risk management systems for the Company in
relation to the financial reporting process. Such systems are designed to manage rather
than eliminate the risk of failure to achieve the Company’
s financial reporting objectives
and can only provide reasonable and not absolute assurance against material misstatement
or loss.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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6
Financial Reporting Process
The Board of Directors have established processes regarding internal control and risk
management systems to ens
ure its effective oversight of the financial reporting process.
These include appointing Citco Fund Services (Luxembourg) S.A. (the “Administrator”
)
to maintain the accounting records of the Company independently. The Administrator is
contractually obliged to maintain proper books and records and to that end performs
reconciliations of its records.
The internal controls procedures followed by the Administrator are in accordance with its
own Type 2 Report,
prepared in accordance with the guidelines contained in the United
States Statement on Standards for Attestation Engagements No. 16 and International
Standard On Assurance Engagements 3402 and its related amendments and
interpretations. The Administrator
is also contractually obliged to prepare the Annual
Report including Financial Statements for review and approval by the Board of Directors.
The Boa
rd of Directors evaluates and discusses significant accounting and reporting issues
as the need arises.
From time to time, the Board of Directors also examines and evaluates the Administrator’
s
financial accounting and reporting routines and monitors and evaluates the external
auditors performance,
qualifications and independence. The Administrator has operating
responsibility for internal control in relation to the financial reporting process and reports
to the Board of Directors.
Finally and following discussions with their legal advisers,
the Board of Directors have
implemented the European Single Electronic Format reporting requirements in this
Annual Report. The implementation is required for financial year starting 1 January
2021, following the approval of the Swedish Government
on 10 March 2021 and
effective 15 March 2021.
Control Activities
The Administrator is contractually obliged to design and maintain control structures to
manage the risks which the Board of Directors judges to be significant for internal control
over financial reporting. These control structures include segregation of re
sponsibilities
and specific control activities aimed at detecting or preventing the risk of significant
deficiencies in financial reporting for every significant account in the Financial
Statements and the related notes in the Company’s Financial Statements.
The Company is a “public-interest entity”
within the meaning of Art.1 (20) a) of the Law
of 23 July 2016 concerning the audit profession. The Board of Directors assesses that the
Company’s sole business is to act as issuer of asset-
backed securities as defined in point (5)
of Art.2 of Commission Regulation (EC) No.
809/2004. It is therefore exempted from the
requirement to have an audit committee according to Art.53 (5) c) of the Audit Law
. The
Board of Directors has concluded that there is currently no need for the Company to have
a separate audi
t committee in order to perform on effective monitoring of the financial
reporting process and monitoring of auditor independence.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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Monitoring
The Company’s policies and the Board of Directors’
instructions with relevance for
financial reporting are updated and communicated via appropriate channels,
such as
e-mail, correspondence, key performance indicators
report and regular meetings to ensure
that all financial reporting information monitoring and oversight of the requirements are
met in a complete and accurate manner.
Given the contractual obligation on the Administrator,
the Board of Directors after its
review and controls,
has concluded that there is currently no need for the Company to
have a separate internal audit function in order to perform effective internal control and
risk management systems of the Company in relation to the financial reporting process.
Board of Directors
The Board of Directors of the Company as at date of signing are as follows.
Aurélie Ritter (appointed on 1 November 2025)
Ayaz Khan
(resigned on 2 March 2026)
Csaba Horváth
Don Scannell (resigned on 1 November 2025)
Nicholas Curwen (appointed on 17 February 2025)
Thibaut Thal
For and on behalf of:
Bridgepoint Direct Lending I SV S.A.
Bridgepoint Direct Lending I SV S.A.
Bridgepoint Direct Lending I SV S.A.
Bridgepoint Direct Lending I SV S.A.
Luxembourg, 24 March 2026
Aurélie Ritter
Aurélie Ritter
Aurélie Ritter
Aurélie Ritter
Thibaut Thal
Thibaut Thal
Thibaut Thal
Thibaut Thal
Director
Director
KPMG Audit S.à r.l.
Tel: +352 22 51 51 1
39, Avenue John F. Kennedy
Fax: +352 22 51 71
L-1855 Luxembourg
E-mail: info@kpmg.lu
Internet:
www.kpmg.lu
©2026 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
To the Shareholders of
Bridgepoint Direct Lending I SV S.A.
6B, Rue du Fort Niedergrünewald
L-2226 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Bridgepoint Direct Lending I SV S.A. (“the
Company”), which comprise the statement of financial position as at 31 December 2025, and
the statement of profit or loss and other comprehensive income, statement of changes in equity
and statement of cash flows for the year then ended, and notes to the financial statements,
including material accounting policy information and other explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of the Company as at 31 December 2025, and of its financial performance and its
cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted
by the European Union.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23
July 2016 on the audit profession (the “Law of 23 July 2016”) and with International Standards
on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance du
Secteur Financier (the “CSSF”). Our responsibilities under the EU Regulation N° 537/2014,
the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further
described in the « Responsibilities of “réviseur d'entreprises agréé” for the audit of the financial
statements » section of our report. We are also independent of the Company in accordance
with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants
(“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical
requirements that are relevant to our audit of the financial statements, and have fulfilled our
other ethical responsibilities under those ethical requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty related to Going Concern
We draw attention to Note 2 of the financial statements, which indicates that, as at December
31, 2025, an amount of EUR 37,215,198 of the Company’s financial liabilities at fair value
through profit or loss will mature on April 1, 2026, and it is contingent to the extension of the
Sub-Fund for another year until 1 April 2027. As at the date of the audit report, the maturity
has not been extended.
As stated in Note 2, these events or conditions, along with other
matters as set forth in Note 2, indicate that a material uncertainty exists that may cast
significant doubt on the Company’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period
.
These matters were
addressed in the context of the 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.
Valuation of financial assets at fair value through profit or loss
Why the matter was considered to be
one of the most significant in our audit
of the financial statements of the
current period
How the matter was addressed in our
audit
As at 31 December 2025, the financial
assets at fair value through profit or loss
amounted to EUR 47,476,919 and
represented 99.61% of the total assets of
the Company and are considered as key
driver of the Company’s performance as at
31 December 2025. The
financial assets at
fair value through profit or loss is based on
the audited Net Asset Value of Bridgepoint
Credit FCP-SIF -
Bridgepoint Direct
Lending I (the “Sub-Fund”), a Sub-
fund of
Bridgepoint Credit FCP-SIF.
The portfolio of the Sub-
Fund is made up
of secured debts or comparable debt
instruments issued in order to finance
European
domiciled
mid-
market
businesses as well as equity or equity-
like
instruments in conjunction with or following
a capital reorganizat
ion of debt
investments.
The financial assets at fair value through
profit or loss is considered to be a key audit
matter due to the significance of the
balance to the financial statements as a
whole. Refer to Notes 2.4.1, 6 and 7 for the
accounting policies and disclosures on
fin
ancial assets at fair value through profit
or loss.
Our procedures over the valuation of
financial assets at fair value through profit or
loss included, but were not limited to:
Obtaining and inspecting the audited
consolidated financial statements of the
Sub-
Fund as at 31 December 2025. The
consolidated financial statments of the
Sub-
Fund as at 31 December 2025 were
audited by KPMG Audit, S.à r.l., who
expressed an unmodified opi
nion on
those consolidated financial statements
on 24 March 2026.
Agreeing the Net Asset Value reported in
the audited consolidated financial
statements of the Sub-
Fund to the
Company’s carrying amount of financial
assets at fair value through profit or loss.
Assessing that the fair valuation of the
portfolio of the Sub-
Fund was reasonable
and in line with the IPEV guidelines.
Other information
The Board of Directors is responsible for the other information. The other information
comprises the information stated in the annual report but does not include the financial
statements and our report of the “réviseur d'entreprises agréé” thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the 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, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report this fact. We have
nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the
financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with IFRS Accounting Standards as adopted by the European
Union, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
The Board of Directors is responsible for presenting the financial statements in compliance
with the requirements set out in the Delegated Regulation 2019/815 on European Single
Electronic Format (“ESEF Regulation”).
In preparing the financial statements, the Board of Directors is 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 Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
Those charged with governance are responsible for overseeing the Company’s financial
reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the financial
statements
The objectives of our audit 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 a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as
adopted for Luxembourg by the CSSF 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.
Our responsibility is to assess whether the financial statements have been prepared in all
material respects with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors
.
Conclude on the appropriateness of the Board of Directors'
use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our report of the “réviseur d’entreprises agréé” to the
related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions
may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our report unless
law or regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the
Shareholders on 21 November 2025 and the duration of our uninterrupted engagement,
including previous renewals and reappointments, is 11 year(s).
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remained independent of the Company in conducting the audit.
We have checked the compliance of the financial statements of the Company as at 31
December 2025 with relevant statutory requirements set out in the ESEF Regulation that are
applicable to financial statements.
For the Company it relates to:
financial statements prepared in a valid xHTML format;
In our opinion, the financial statements of Bridgepoint Direct Lending I SV S.A. as at 31
December 2025, identified as 5493003U4YAHFL0F5P11-2025-12-31-1-en.Xhtml, have been
prepared, in all material respects, in compliance with the requirements laid down in the ESEF
Regulation.
Our audit report only refers to the financial statements of Bridgepoint Direct Lending I SV S.A.
as at 31 December 2025, identified as Bridgepoint Direct Lending I SV S_A.xhmtl, prepared
and presented in accordance with the requirements laid down in the ESEF Regulation, which
is the only authoritative version.
Luxembourg, 24 March 2026
KPMG Audit S.à r.l.
Cabinet de révision agréé
Excee Tan
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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Statement of
Financial Position
EUR
EUR
EUR
EUR
Notes
Notes
Notes
Notes
31 December 2025
31 December 2025
31 December 2025
31 December 2025
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Assets
Assets
Assets
Assets
Financial assets at fair value through profit or loss
2.4.1, 7
47,476,919
61,646,341
Total non
Total non
Total non
Total non-current assets
current assets
current assets
current assets
47,476,919
47,476,919
47,476,919
47,476,919
61
61
61
61,646
646
646
646,341
341
341
341
Cash and cash equivalents
2.4.5, 8
159,628
294,102
Other current assets
8, 9
23,864
Total current assets
Total current assets
Total current assets
Total current assets
183,492
183,492
183,492
183,492
294
294
294
294,102
102
102
102
Total assets
Total assets
Total assets
Total assets
47,660,411
47,660,411
47,660,411
47,660,411
61
61
61
61,940
940
940
940,443
443
443
443
Equity
Equity
Equity
Equity
Share capital
2.4.6, 10.1
45,461
45,461
Legal reserve
10.3
4,546
4,546
Retained earnings
10.4
10,261,912
12,645,433
Total equity
Total equity
Total equity
Total equity
10,311,919
10,311,919
10,311,919
10,311,919
12
12
12
12,695
695
695
695,440
440
440
440
Liabilities
Liabilities
Liabilities
Liabilities
Financial liabilities at fair value through profit or loss
2.4.2, 11
37,215,198
49,136,259
Trade and other payables
2.4.7, 12
133,294
108,744
Total current liabilities
Total current liabilities
Total current liabilities
Total current liabilities
37,348,492
37,348,492
37,348,492
37,348,492
49
49
49
49,245
245
245
245,003
003
003
003
Total liabilities
Total liabilities
Total liabilities
Total liabilities
37,348,492
37,348,492
37,348,492
37,348,492
49,245,003
49,245,003
49,245,003
49,245,003
Total equity and liabilities
Total equity and liabilities
Total equity and liabilities
Total equity and liabilities
47,660,411
47,660,411
47,660,411
47,660,411
61
61
61
61,940
940
940
940,443
443
443
443
The notes form an integral part of these Financial Statements.
Bridgepoint Direct Lending I SV S.A.
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Statement of
Profit
or
Loss and
Other Comprehensive Income
EUR
EUR
EUR
EUR
Notes
Notes
Notes
Notes
1 January 2025 to
1 January 2025 to
1 January 2025 to
1 January 2025 to
31 December 2025
31 December 2025
31 December 2025
31 December 2025
1 January 2024 to
1 January 2024 to
1 January 2024 to
1 January 2024 to
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Net loss from financial assets at fair value through profit or loss
2.4.1, 7
(14,169,422)
(7,948,271)
Net gain from financial liabilities at fair value through profit or
loss
2.4.2, 11
11,921,061
7,077,815
Net foreign exchange gain/(loss)
2.3
1,753
(2,198)
Dividend income
2.4.9, 7
1,000,000
4,400,000
Total (loss)/revenue
Total (loss)/revenue
Total (loss)/revenue
Total (loss)/revenue
(1,246,608)
(1,246,608)
(1,246,608)
(1,246,608)
3,527
527
527
527,346
346
346
346
Administration fees
16
(50,431)
(52,753)
Audit fees
(56,486)
(49,023)
Legal and professional fees
(18,378)
(54,611)
Other expenses
(39,809)
(46,733)
Total operating expenses
Total operating expenses
Total operating expenses
Total operating expenses
(165,104)
(165,104)
(165,104)
(165,104)
(203
(203
(203
(203,120)
120)
120)
120)
Operating (loss)/profit before finance costs
Operating (loss)/profit before finance costs
Operating (loss)/profit before finance costs
Operating (loss)/profit before finance costs
(1,411,712)
(1,411,712)
(1,411,712)
(1,411,712)
3,324
324
324
324,226
226
226
226
Financing costs
11
(948,208)
(4,166,492)
Loss before tax
Loss before tax
Loss before tax
Loss before tax
(2,359,920)
(2,359,920)
(2,359,920)
(2,359,920)
(842
(842
(842
(842,266)
266)
266)
266)
Tax expenses
13
(23,601)
(14,552)
Loss for the year
Loss for the year
Loss for the year
Loss for the year
(2,383,521)
(2,383,521)
(2,383,521)
(2,383,521)
(856
(856
(856
(856,818)
818)
818)
818)
Other comprehensive income for the year
Other comprehensive income for the year
Other comprehensive income for the year
Other comprehensive income for the year, net of tax
net of tax
net of tax
net of tax
Total comprehensive result for the year
Total comprehensive result for the year
Total comprehensive result for the year
Total comprehensive result for the year
(2,383,521)
(2,383,521)
(2,383,521)
(2,383,521)
(856
(856
(856
(856,818)
818)
818)
818)
The notes form an integral part of these Financial Statements.
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Statement of Changes in
Equity
For the Year Ended 31 December 2025
EUR
EUR
EUR
EUR
Note
Note
Note
Note
Share
Share
Share
Share
Capital
Capital
Capital
Capital
Legal
Legal
Legal
Legal
Reserve
Reserve
Reserve
Reserve
Retained
Retained
Retained
Retained
Earnings
Earnings
Earnings
Earnings
Total
Total
Total
Total
Equity
Equity
Equity
Equity
Shareholder
Shareholder
Shareholder
Shareholder’s Equity
s Equity
s Equity
s Equity
Balance as at 1 January 2025
Balance as at 1 January 2025
Balance as at 1 January 2025
Balance as at 1 January 2025
45,461
45,461
45,461
45,461
4,546
4,546
4,546
4,546
12,645,433
12,645,433
12,645,433
12,645,433
12,695,440
12,695,440
12,695,440
12,695,440
Decrease in share capital
10.1
Legal reserve
10.3
Distribution
10.4
Total comprehensive result for the year
(2,383,521)
(2,383,521)
Balance as at 31 December 2025
Balance as at 31 December 2025
Balance as at 31 December 2025
Balance as at 31 December 2025
45,461
45,461
45,461
45,461
4,546
4,546
4,546
4,546
10,261,912
10,261,912
10,261,912
10,261,912
10,311,919
10,311,919
10,311,919
10,311,919
For the Year Ended 31 December 2024
EUR
EUR
EUR
EUR
Note
Note
Note
Note
Share
Share
Share
Share
Capital
Capital
Capital
Capital
Legal
Legal
Legal
Legal
Reserve
Reserve
Reserve
Reserve
Retained
Retained
Retained
Retained
Earnings
Earnings
Earnings
Earnings
Total
Total
Total
Total
Equity
Equity
Equity
Equity
Shareholder
Shareholder
Shareholder
Shareholder’s Equity
s Equity
s Equity
s Equity
Balance as at 1 January 2024
Balance as at 1 January 2024
Balance as at 1 January 2024
Balance as at 1 January 2024
92
92
92
92,365
365
365
365
9,237
237
237
237
14
14
14
14,079
079
079
079,172
172
172
172
14
14
14
14,180
180
180
180,774
774
774
774
Decrease in share capital
10.1
(46,904)
(46,904)
Legal reserve
10.3
(4,691)
(4,691)
Distribution
10.4
(576,921)
(576,921)
Total comprehensive result for the year
(856,818)
(856,818)
Balance as at 31 December 2024
Balance as at 31 December 2024
Balance as at 31 December 2024
Balance as at 31 December 2024
45
45
45
45,461
461
461
461
4,546
546
546
546
12
12
12
12,645
645
645
645,433
433
433
433
12
12
12
12,695
695
695
695,440
440
440
440
The notes form an integral part of these Financial Statements.
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Statement of Cash Flows
EUR
EUR
EUR
EUR
Notes
Notes
Notes
Notes
1 January 2025 to
1 January 2025 to
1 January 2025 to
1 January 2025 to
31 December 2025
31 December 2025
31 December 2025
31 December 2025
1 January 2024 to
1 January 2024 to
1 January 2024 to
1 January 2024 to
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Cash flows from operating activities
Cash flows from operating activities
Cash flows from operating activities
Cash flows from operating activities
Total comprehensive result for the year
(2,383,521)
(856,818)
Adjustments for:
Net loss from financial assets at fair value through
profit or loss
7
14,169,422
7,948,271
Net gain from financial liabilities at fair value through
profit or loss
11
(11,921,061)
(7,077,815)
Dividend income
7
(1,000,000)
(4,400,000)
Financing costs
11
948,208
4,166,492
Disposal of financial assets at fair value through profit or loss
7
58,651,517
Changes in:
Other current assets
(23,864)
6,435
Trade and other payables
24,550
13,574
Dividend received
7
1,000,000
4,400,000
Net cash generated from operating activities
Net cash generated from operating activities
Net cash generated from operating activities
Net cash generated from operating activities
813,734
813,734
813,734
813,734
62
62
62
62,851
851
851
851,656
656
656
656
Cash flows from financing activities
Cash flows from financing activities
Cash flows from financing activities
Cash flows from financing activities
Distribution
10
(576,921)
Decrease in legal reserve
10
(4,691)
Decrease in share capital
10
(46,904)
Payments on redemption of financial liabilities at fair value
through profit or loss
11
(58,065,000)
Interest paid on Notes
11
(948,208)
(4,166,492)
Net cash used in financing activities
Net cash used in financing activities
Net cash used in financing activities
Net cash used in financing activities
(948,208)
(948,208)
(948,208)
(948,208)
(62
(62
(62
(62,860
860
860
860,008)
008)
008)
008)
Net decrease in cash and cash equivalents
Net decrease in cash and cash equivalents
Net decrease in cash and cash equivalents
Net decrease in cash and cash equivalents
(134,474)
(134,474)
(134,474)
(134,474)
(8
(8
(8
(8,352)
352)
352)
352)
Cash and cash equivalents at beginning of the year
294,102
302,454
Cash and cash equivalents at end of year
Cash and cash equivalents at end of year
Cash and cash equivalents at end of year
Cash and cash equivalents at end of year
159,628
159,628
159,628
159,628
294
294
294
294,102
102
102
102
The notes form an integral part of these Financial Statements.
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Notes to the Financial Statements
1. Reporting Entity
Bridgepoint Direct Lending I SV S.A. (the “Company”)
is a Luxembourg company
incorporated on 6 January 2015, for an unlimited duration,
in the form of a société
anonyme and qualifying as a securitisation company (société de titrisation) within the
meaning of the Luxembourg law of 22 March 2004 on securitisation,
as amended (the
“Securitisation Law”
). The Company shall be subject to and governed by the Securitisation
Law and the laws in effect and especially by those of 10 August 1915 referring to
commercial companies as amended from time to time. The Company
is registered with
the Luxembourg Business Register under number B193498. Its registered office is located
at 6B, Rue du Fort Niedergrünewald, L-2226 Luxembourg.
The purpose of the Company is to enter into one or more securitisation transactions
within the meaning of the Securitisation Law. The Company may, in this context, acquire,
dispose and invest in loans, stocks, bonds, debentures, obligations, Notes, advances,
shares, warrants and other securities. The Company may,
within the limits of the
Securitisation Law, and in favour of its creditors only, grant pledges,
other guarantees or
security interests of any kind to Luxembourg or foreign entities and enter into securities
lending activity on an ancillary basis.
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The Company primarily invests in Bridgepoint Credit FCP-SIF -
Bridgepoint Direct
Lending I (the “Sub-Fund”), a compartment of Bridgepoint Credit FCP-SIF (the “Fund”),
a specialised investment fund (fonds d’
investissement spécialisé) organised as a
multi-
compartment common investment fund (fonds commun de placement à
compartiments multiples) under the Luxembourg law of 13 February 2007 relating to
specialised investment funds, as well by its Issuing Document dated 29 March 2012,
modified time to time, and by its Supplement Issuing Documents dated 2 April 2015,
furthermore qualifying as an alternative investment fu
nd under the Luxembourg law of
12 July 2013 on alternative investment fund managers.
The Company has authorised the creation and issue of the following classes of Notes,
subject to the Securitisation Law:
(i)
Class A4 Notes (the “Class A4 Notes”);
(ii)
Class B4 Notes (the “Class B4 Notes”);
(The Class A4 Notes and the Class B4 Notes are hereinafter referred to as the “Notes”).
Notes have been registered in the books of Euroclear Sweden AB (“Euroclear Sweden”
)
acting as central depositary. On 6 April 2016,
the Company listed the Notes on the
Official List of Nordic Growth Market NGM AB (“NGM”) in Stockholm,
Sweden. NGM
is a regulated market for the purposes of Directive 2004/39/EC. The Notes are issued in
dematerialised form. Neither the Notes nor the Company will be rated by any rating
agency. The prospectus relating to the Notes dated 17 June 2015,
as supplemented on
5 April 2016 (“Notes Prospectus”
) approved by the Swedish Financial Supervisory
Authority (
“Finansinspektionen”),
as competent authority for the purpose of Directive
2003/71/EC, as amended amongst others by directive 2010/73/EC.
These Financial Statements (the “Financial Statements”)
were approved for issue by the
Board of Directors of the Company on 24 March 2026.
2. Material Accounting Policies
2.1 Basis of Preparation
The Financial Statements of the Company have been prepared in accordance with
International Financial Reporting Standards (“IFRS”
) and interpretations adopted by the
International Accounting Standards Board as adopted by the European Union.
The Company’
s financial year starts on the 1 January and ends on 31 December of each
year. The Company prepares interim unaudited Financial Statements for the period from
1 January to 30 June of each year and audited Financial Statements for the year from
1 January to 31 December of each year.
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In March 2025, the Terms & Conditions (the “T&C”
) of the Notes were amended to
modify the definition of Maturity Date of the Notes,
which now coincides with the
maturity of Bridgepoint Credit FCP-SIF - Bridgepoint Direct Lending I (the “Sub-Fund”
).
Additionally
, the Issuing Document of the Sub-
Fund was amended to allow for additional
extensions subject to the consent of at least 66.66% of the Unitholders in the Sub-
Fund.
With the current term of the Sub-
Fund expiring on 1 April 2026, the Board of Directors
has initiated the process of seeking consent from Noteholders to consequently extend the
term of the Sub-
Fund for one additional year to 1 April 2027. As of the approval of these
accounts, discussions have not yet been finalised which indicates that materi
al uncertainty
exists in this regard. The Board of Directors is of the view that such formalities will be
finalised before the Maturity Date and consent will be granted considering the past
practices and historically it has proven to be economically benefi
cial given the current
unfavourable market conditions. On this basis, the Financial Statements have been
prepared on a going concern basis.
Basis of Measurement
The Financial Statements have been prepared on the historical cost basis except for the
financial instruments classified at fair value through profit or loss (“FVTPL”)
that have
been measured at fair value.
Statement of Profit or Loss and Other
Comprehensive Income and Statement
of Cash Flows
The Company presents its Statement of Profit or Loss and Other Comprehensive Income
by nature of expense. The Company presents its Statement of Cash Flows using the
indirect method.
New Standards, Amendments and
Interpretations Issued and Effective for
the Financial Year Beginning 1 January
2025
The following amended standards and interpretations did not have a material impact on
the Financial Statements:
(i)
Amendments to International Accounting Standards (“IAS”) 21 –
The Effects for
Changes in Foreign Exchange Rates: Lack of Exchangeability (issued August 2023).
New Standards
,
Amendments and
Interpretations Issued But Not Yet
Effective for the Financial Year
Beginning 1 January 2025 and Not
Early Adopted
A number of new standards
,
amendments to standards and interpretations are effective
for annual periods beginning after 1 January 2025,
and have not been early adopted in
preparing
these
Financial
Statements.
The
following
amended
standards
and
interpretations are not expected to have a material impact on the Financial Statements:
(i)
Amendments to IFRS 9 and IFRS 7 –
Amendments to the Classification and
Measurement of Financial Instruments (issued May 2024;
effective for annual
periods beginning on or after 1 January 2026);
(ii)
Amendments to IFRS 1 – First-time Adoption of IFRS, IFRS 7 –
Financial
Instruments: Disclosures, IFRS 9 – Financial Instruments, IFRS 10 –
Consolidated
Financial Statements, IAS 7 –
Statement of Cash Flows and Annual Improvements
Volume 11 (issued July 202
4; effective for annual periods beginning on or after
1 January 2026);
(iii)
Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-
Dependent
Electricity (issued on December 2024; effective for annual periods beginning on or
after 1 January 2026);
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(iv)
Amendments to IFRS 18 –
Presentation and Disclosure in Financial Statements
(issued April 2024; effective for annual periods beginning on or after 1 January
2027); and
(v)
Amendments to IFRS 19 –
Subsidiaries without public accountability: Disclosures
(issued May 2024 and August 2025; effective for annual periods beginning on or
after 1 January 2027).
2.2 IFRS 10
Consolidated Financial
Statements
and IFRS 12
Disclosure of
Interests in Other Entities
Application
IFRS 10 establishes the principles of presentation and preparation of Consolidated
Financial Statements when an entity controls one or more other entities. However,
a
parent entity does not need to present a Consolidated Financial Statements if it meets all
the definition criteria of an investment entity as set out in IFRS 10. The Company is a
parent entity that holds 100% of the Sub-Fund. The Board of Directors conc
luded that in
accordance with IFRS 10, the Company meets the definition of an investment ent
ity.
There are three key conditions to be met by the Company for it to meet the definition of
an investment entity. For the years ended 31 December 2025 and 31 December 2024,
the Partnership meets these conditions:
(a)
The Company has obtained funds for the purpose of providing its Shareholder with
investment management services;
(b) The Company’s business purpose,
which was communicated directly to the
Shareholder of the Company,
is investing solely for returns from capital appreciation
and investment income; and
(c)
The performance of investments made by the Company are measured and evaluated
on a fair value basis in accordance with IFRS 13. In reaching the conclusion of
measuring performance on a fair value basis,
the Directors evaluated the reporting to
both Shareholder and key management personnel. In the Company’
s annual reports
all investment assets have consistently been reported at fair value to the extent IFRS
allows for it. As such the Directors have concluded that they meet this part of the
definition.
The Alternative Investment Fund Manager of the Sub-
Fund review the details of the
reported information obtained from the Sub-Fund and considers:
(i)
The liquidity of the Company’s holding in the Sub-
Fund or its underlying
investments,
(ii)
The value date of the Net Asset Value (“NAV”) provided, and
(iii)
Any restrictions on redemptions.
If necessary, the Board of Directors of the Company,
based on the advice of the Portfolio
Managers, make adjustments to the NAV of the Sub-
Fund to obtain the best estimate of
fair value. As at 31 December 2025 and 31 December 2024, the NAV of the Sub-
Fund is
considered to represent fair value.
As a result
, the Company has not consolidated the results of the Sub-
Fund and therefore
has presented separate Financial Statements. This assessment will be reassessed if any one
of these criteria or characteristics changes. Refer to Note 17 for further information on
the unconsolidated entity.
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2.3 Foreign Currency Translation
Transactions in foreign currencies are translated into euro (“EUR”
) at the exchange rate
at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies at the reporting date are retranslated into EUR at the exchange rate at that date.
Non-
monetary assets and liabilities denominated in foreign currencies that are measured
at fair value are retranslated into EUR at the exchange rate at the date on which the fair
value was determined.
Foreign currency differences arising on retranslation are recognised in profit or losses as
net foreign exchange losses, except for those arising on financial instruments at FVTPL,
which is recognised as a component of net gains from financial instruments at FVTPL.
Cash is stated at nominal value. If cash is not readily available,
this fact is taken into
account in the measurement. Cash denominated in foreign currencies is translated at the
balance sheet date in the functional currency at the exchange rate ruling at that date.
2.4 Financial Assets and Financial
Liabilities
2.4.1 Financial Assets
Initial Recognition and Measurement
Financial assets are classified, at initial recognition,
and subsequently measured at
amortised cost, fair value through other comprehensive income,
or FVTPL. Purchases and
sales of investments are recognised on their trade date,
which is the date on which the
Company commits to purchase or sell the asset. Investments are initially recognised at fair
value and transaction costs for such investments are expensed as incurred.
Subsequent to initial recognition,
financial assets at FVTPL are measured at fair value. All
other financial assets are measured at amortised cost. The classification of financial assets
at initial recognition depends on the financial asset’
s contractual cash flow characteristics
and the Company’s business model for managing them.
The Company classifies its financial assets as subsequently measured at amortised cost or
measured at FVTPL on the basis of both:
The entity’s business model for managing the financial assets
The contractual cash flow characteristics of the financial assets
The Company classifies its financial assets at initial recognition into the categories
discussed below.
Financial assets measured at amortised cost:
The Company includes in this category short-term non-
financing receivables including
cash and cash equivalents and other receivables.
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Financial assets measured at FVTPL:
A financial asset is measured at FVTPL if:
(a)
Its contractual terms do not give rise to cash flows on specified dates that are solely
payments of principal and interest on the principal amount outstanding; or
(b)
It is not held within a business model whose objective is either to collect contractual
cash flows, or to both collect contractual cash flows and sell.
The Company includes in the FVTPL category its investment in the Sub-Fund,
which
consists of holdings in the Sub-Fund’s Class A4 Units, Class B4 Units and Carry Units.
Financial Assets - Business Model
Assessment
Classification and measurement of financial assets depends on the results of the
solely
payments of principal and interest (“SPPI”)
and the business model test. The Company
determines the business model at a level that reflects how groups of financial assets are
managed together to achieve a particular business objective. This assessment includes
judgement reflecting all relevant evid
ence including how the performance of the assets is
evaluated and their performance measured, the risks that affect the perfo
rmance of the
assets and how these are managed and how the managers of the assets are compensated.
The Company monitors financial assets measured at amortised cost that are derecognised
prior to their maturity to understand the reason for their disposal an
d whether the reasons
are consistent with the objective of the business for which the asset was held. Monitoring
is part of the Company
’s continuous assessment of whether the business model for which
the remaining financial assets are held continues to be
appropriate and if it is not
appropriate whether there has been a change in business model and so a prospective
change to the classification of those assets. No such changes were required during the
periods presented.
Impairment of Financial Assets
The Company records expected credit losses (“ECLs”) on other receivables,
either on a
12-
month or lifetime basis. The Company only holds receivables with no financing
component and which have maturities of less than 12 months at amortised cost and
therefore has adopted the simplified approach to ECLs. The directors consider the
probability of default to be close to zero as these receivables have a low risk of default and
the counterparties have a strong capacity to meet their contractual obligations in the near
term. As a result, no loss allowance has been recognised based on 12-
month expected
credit losses as any such impairment would be wholly insignificant to the Company. The
ECL is not relevant to financial assets at FVTPL and financial liabilities designated at
FVTPL.
Credit-impaired Financial Assets
At each reporting date, the Company assesses whether financial assets carried at amortised
cost are credit-impaired. A financial asset is considered “credit-
impaired” when one or
more events that have a detrimental impact on the estimated future cash flows
of the
financial asset have occurred. Evidence that a financial asset is credit-
impaired includes
the following observable data: a breach of contract, such as a default; the restructuring of
a loan or advance by the Company on terms that the Company would
not otherwise
consider; or the restructuring of a loan or advance by the Company on terms that the
Company would not otherwise consider; or it is probable that the borrower will enter
bankruptcy or other financial reorganisation.
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Write-off
The gross carrying amount of a financial asset is written off when the Company has no
reasonable expectations of recovering a financial asset in its entirety or a portion thereof.
Reclassification of Financial Assets
Financial assets are not reclassified subsequent to their initial recognition, except in the
period after the Company changes its business model for managing financial assets.
Derecognition of Financial Assets
The Company derecognises a financial asset when the contractual rights to the cash flows
from the asset expire,
or it transfers the rights to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial
asset are transferred or in which the Company neither transfers nor retains substantially
a
ll of the risks and rewards of ownership and does not retain control of the financial asset.
On derecognition of a financial asset, the differenc
e between the carrying amount of the
asset (or the carrying amount allocated to the portion of the asset that is derecognised) and
the consideration received (including any new asset obtained less any new liability
assumed) is recognised in the
Statement of Profit or Loss and Other Comprehensive
Income under ‘Net gains/(loss) from financial assets and financial liabilities at FVTPL’
.
Any interest in such transferred financial assets that is created or retained by the Company
is recognised as a separate asset or liability.
2.4.2 Financial Liabilities
Initial Recognition and Measurement
Financial liabilities are classified, at initial recognition,
as financial liabilities at FVTPL or
at amortised costs. Financial liabilities include the Notes and trade and other payables. The
Company classifies its financial liabilities into the categories discussed below.
Financial liabilities measured at FVTPL:
Financial liabilities at FVTPL include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at FVTPL. Financial liabilities are
classified as held for trading if they are incurred for the purpose of repurc
hasing in the
near term. Gains or losses on liabilities held for trading are recognised in the
Statement of
Profit or Loss and Other Comprehensive Income
in the year in which they arise and are
based on the first-in, first-out method. Financial liabilities
designated upon initial
recognition at FVTPL are designated at the initial date of recognition,
and only if the
criteria in IFRS 9 are satisfied. The Notes are measured at FVTPL. Refer to Note 11 for
further details.
Financial liabilities measured at amortised cost:
Financial liabilities measured at amortised cost include all financial liabilities,
other than
those measured at FVTPL. The Company includes in this category trade and other
payables.
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Derecognition of Financial Liabilities
The Company derecognises financial liabilities when, and only when, the Company’s
obligations are discharged, cancelled or have expired. The difference between the carrying
amount of the financial liability derecognised and the consideration paid and payab
le is
recognised in profit or loss. When the Company exchanges with the existing lender one
debt instrument into another one with substantially different terms, such exchange is
accounted for as an extinguishment of the original financial liability and the
recognition
of a new financial liability. Similarly, the Company accounts for substantial modification
of terms of an existing liability or part of it as an extinguishment of the original financial
liability and the recognition of a new liability. It is a
ssumed that the terms are substantially
different if the discounted present value of the cash flows under the new terms, including
any fees paid net of any fees received and discounted using the original effective interest
rate is at least 10 per cent diff
erent from the discounted present value of the remaining
cash flows of the original financial liability. If the modification is not substantial, the
difference between: (1) the carrying amount of the liability before the modification; and
(2) the present v
alue of the cash flows after modification is recognised in profit or loss as
the modification gain or loss within other gains and losses.
2.4.3 Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the
Statement of Financial Position when, and only when,
the Company has a legally
enforceable right to offset the amounts and intends either to settle them on a net basis or
to realise the asset and settle the liability simultaneously.
Income and expenses are presented on a net basis for gains and losses from financial
instruments at FVTPL and foreign exchange gains and losses.
2.4.4 Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date in the
principal or, in its absence,
the most advantageous market to which the Company has
access at that date. The fair value of a liability reflects its non-performance risk.
When available,
the Company measures the fair value of an instrument using the quoted
price in an active market for that instrument. A market is regarded as ‘active’
if
transactions for the asset or liability take place with sufficient frequency and volume to
provide pricing information on an ongoing basis. The Company measures instruments
quoted in an active market at a mid price,
because this price provides a reasonable
approximation of the exit price.
If there is no quoted price in an active market,
then the Company uses valuation
techniques that maximise the use of relevant observable inputs and minimise the use of
unobservable inputs. The chosen valuation technique incorporates all of the factors that
market participants would take into account in pricing a transaction.
2.4.5 Cash and Cash Equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks and bank
overdrafts. The carrying amounts of cash and cash equivalents approximate their fair
values.
2.4.6 Equity
Class A Shares and Class B Shares of the Company are classified as equity,
each of them
having the same nominal value.
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2.4.7 Trade and Other Payables
Trade and other payables are recognised at their nominal values and correspond to legal
or contractual agreements.
Accruals in the Financial Statements are classified as trade and other payables. The
carrying amounts of trade and other payables approximate their fair values.
2.4.8 Related Party Transactions
Parties are considered to be related if one party has the ability to control the other party
or exercise significant influence over the other party in making financial or operational
decisions. Transactions with related parties are made on terms equivalent to an arm’
s
length transactions. Refer to Note 14 for further details.
2.4.9 Dividend Income
Dividend income is recognised in the Statement of Profit or Loss
and Other
Comprehensive Income
on the date on which the right to receive payment is established.
For unquoted equity securities,
this is usually the date on which the Shareholders approve
the payment of a dividend. Dividend income from equity securities at FVTPL is
recognised in the Statement of Profit or Loss and Other Comprehensive Income
within
‘Dividend income’.
2.4.10 Expenses
All expenses are recognised in the Statement of
Profit or
Loss and Other Comprehensive
Income on an accruals basis.
3. Functional and Presentation Currency
The Financial Statements are presented in EUR, which is the Company’
s functional
currency. All financial information presented in EUR has been rounded to the nearest
unit.
4. Use of Estimates and Judgements
In preparing these Financial Statements,
the Company makes judgements and estimates
and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities,
income and expenses. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively. Information about assumptions and
estimation uncertainties tha
t have a significant risk of resulting in a material adjustment
in the year ended 31 December 2025 and 2024
are included in Note 6 and relates to the
determination of fair value of financial instruments with significant unobservable inputs.
Information abo
ut judgements made in applying accounting policies that have the most
significant effects on the amounts recognised in the Financial Statements is included in
Note 3, functional and presentation currency and Note 17,
involvement with
unconsolidated structured entities.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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26
5. Financial Risk Management
The Company has exposure to the following risks as at 31 December 2025
and
31 December 2024:
Market Risk
Market risk is the risk that changes in market prices will affect the value of the investments
purchased by and Notes issued by the Company. Market risk could refer to both gains and
losses and could include amongst others, price risk and interest rate risk,
with the most
important risk faced by the Notes issued by the Company being price risk. Nevertheless,
changes in interest rates may reduce the Sub-Fund’s return from floating-
rate instruments
or increase the cost of any borrowing. Furthermore, a default
on a debt instrument that is
held directly or indirectly by the Sub-
Fund or a sudden and extreme increase in prevailing
interest rates may cause a decline in the Sub-Fund’s NAV.
However, as any material fluctuations in the NAV of the Sub-
Fund are borne by the
Noteholders,
the Company itself does not consider these market risks to be a significant
economic risk.
As at 31 December 202
5, should the NAV of the Sub-Fund increase by 5%,
or
approximately EUR 2.4 million (2024: EUR 3.1
million) increase in financial assets at
FVTPL would be partially offset by an increase in financial liabilities at FVTPL of
EUR 1.9 million (2024: EUR 2.5 million). The remaining EUR 0.5 million (2024
:
EUR 0.6 million) is attributable to the Shareholders of the Company.
A decrease of 5% as at reporting dates would have had the equal but opposite effect.
Financial instruments with a floating interest rate that resets as market rates change are
exposed to cash flow interest rate risk. At the year end, the Company had 0.33%
(2024: 0.47%) of the total assets classified as cash and cash equivalents. As at 31
December
2025, if interest rates had increased/(decreased) by 1% (2024
: 1%) with all other variables
held constant,
the change in the value of future expected interest cash flows of these assets
would have been EUR 1,596 (2024: EUR 2,941). 1% is considered
to be a reasonably
possible change in interest rates.
Financial instruments which neither pay interest nor have a maturity date are not exposed
to material interest rate risk, which includes financial assets at FVTPL.
Currency Risk
The Company invests in financial instruments at FVTPL and enters into transactions that
are denominated in EUR. As at 31 December 2025, the Company’
s only exposure to
currency risk was on its cash and cash equivalent denominated in SEK,
amounting to
EUR 3,407 (2024: EUR 3,342) which is less than 1% (2024
: less than 1%) of the
Company’s net assets. Consequently, the
Company is not exposed to significant risk that
the exchange rate of its currency relative to other foreign currencies may change in a
manner that will have an adverse effect on the fair value or future cash flows of the
Company’s financial assets or financial liabilities. However,
the Company monitors the
exposure on all foreign currency denominated assets and liabilities.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the
obligations associated with its financial liabilities that are settled by delivering cash or
another financial asset.
The Company’s policy and approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due,
under both
normal and stress conditions, including estimated redemptions of shares,
without
incurring unacceptable losses or risking damage to the Company’
s reputation. The
Company monitors its bank accounts on a regular basis to ensure there is sufficient
liquidity.
The trade and other payables have a maturity of less than 1 month. Interest on and
redemptions of Notes, disclosed under Financial Liabilities at FVTPL (refer to Note 11)
,
will only occur upon actual receipt of proceeds from the Sub-Fund. In addition,
the
maturity date of the Notes are the same of the maturity of the Sub-Fund, not beyond (refer
to Note 17). Therefore,
there is no material mismatch between financial assets and
financial liabilities.
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an
obligation or commitment that it has entered into with the Company,
resulting in a
financial losses to the Company. The Company is also exposed to concentration risk and
reviews the credit concentration of its financial assets based on counterparties.
Cash and cash equivalents
The Company’s cash is held at ING Luxembourg S.A.,
Nordea Bank AB (publ) and
Barclays Bank PLC. ING Luxembourg S.A. is a reputable bank operating in Luxembourg
under regulation and supervision of the Commission de Surveillance du Secteur Financier
with credit rating of A- based on Standard & Poor’s (“S&P”
) credit ratings. Nordea Bank
AB (publ) is a reputable bank registered in Sweden with credit rating of AA
-
based on S&P
credit ratings. It is authorised by the Sveriges Riksbank and regulated by the
Finansinspektionen and the Sveriges Riksbank. Barclays Ba
nk PLC is a reputable bank
registered in England with credit rating of A+ based on S&P credit ratings. It is authorised
by the Bank of England Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority.
Financial assets and liabilities at FVTPL
Changes in the fair value of the Notes issued to the investors primarily reflect changes in
the fair value of the investment in the Sub-
Fund. The effect of the performance of the
assets on the fair value of the liability is asset-specific performance risk,
not credit risk.
The maximum exposure to credit risk is the carrying amount of the financial assets held
at FVTPL.
Other receivables
Other receivables represents amounts owed to the Company in its due course of
operations and are short in nature.
Offsetting financial assets and financial liabilities
None of the financial assets and financial liabilities are offset in the Statement of Financial
Position. There are no financial assets and financial liabilities that are subject to an
enforceable netting arrangement or similar agreement that covers simila
r Financial
Statements.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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28
Capital Management
The Company’s policy is to maintain a strong capital base so as to maintain investor,
creditor and market confidence and to sustain future development of the Company’
s
business. As further described in this Note 5 Liquidity Risk,
there is no material mismatch
between the Company’s financial assets and its financial liabilities.
Under the Securitisation Law,
the Company is not required to have a specific minimum
capital. Consequently, the minimum share capital depends upon the legal form,
which is
EUR 30,000 for a société anonyme.
Operating Segment
In accordance with IFRS 8,
an operating segment is defined as a component of an entity
that engages in business activities from which it may earn revenues and incur expenses,
and for which separate financial information is available and evaluated regularly by the
chief operating decision-maker.
Upon assessment, the Company’
s administrator has determined that the Company
operates in only one business segment. The Company’s
primary activity is to enter in one
or more securitisation transactions, allowing it to acquire, dispose of, and invest in loans,
stocks, bonds, debentures, obligations, notes, advances, shares, warrants,
and other
securities. Currently, the Company exclusively invests in the Sub-Fund,
a compartment
of the Fund, a specialised investment fund organised as a multi-
compartment common
investment fund in Luxembourg. Consequently,
the financial information disclosed in
these Financial Statements represents the financial position, financial performance,
and
cash flows of the entire fund as a single operating segment. Furthermore,
the Company
has issued Notes listed on the Official List of NGM in Stockholm, Sweden.
6. Fair Value Disclosures
Estimates of fair value are based on the best information available to management as to
conditions that existed as at the balance sheet date or adjusting events occurring after this
date. Assets and liabilities recorded at fair value in the Statement of Fi
nancial Position are
categorised based upon the level of judgement associated with the inputs used to measure
their fair value. Hierarchical levels are directly related to the amount of subjectivity
associated with the inputs to fair valuation of these assets and liabilities and are as follows:
Level 1 – Inputs are unadjusted,
quoted prices in active markets for identical assets or
liabilities at the measurement date. As at 31 December 2025 and 31 December 2024,
there are no assets or liabilities carried at Level 1 fair value.
Level 2 –
Inputs (other than quoted prices included in Level 1) are either directly
(i.e.:
prices) or indirectly (i.e.: derived from prices) observable for the asset or liability. As
at 31 December 2025 and 31 December 2024,
there are no assets or liabilities carried at
Level 2 fair value, except those disclosed in Note 8.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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29
Level 3 – Inputs are based on unobservable data and reflect management’
s best estimate
of what market participants would use in pricing the asset or liability at the measurement
date. As at 31 December 2025,
the assets carried at Level 3 fair value are the financial
assets at FVTPL, of EUR 47.5 million (2024: EUR 61.6 million) in the Sub-
Fund and the
method that has been used for the fair value of the investment is the NAV of the Sub-
Fund
as at 31 December 2025 (refer to Note 7 for further details). The NAV of the Sub-
Fund
is considered to be a significant unobservable input. As at 31 December 2025,
financial
liabilities at FVTPL amounting to EUR 37.2 million (2024: EUR 49.1
million) have been
classified as Level 3 (refer to Note 11 for further details) as reported by Citco Fund
Services (Luxembourg) S.A. The fair value of the financial liabilities is based on the value
of the investments in Class A4 Units and Class B Units,
and adjusted by the corresponding
resu
lt (expenses and income) of the Company with the exception of result specifically
allocated to the Shareholder of the Company.
There were no transfers between the three levels during the year.
The reconciliation from the opening balances to the closing balances for fair value
measurements in Level 3 of the fair value hierarchy is in Note 7 for financial assets at
FVTPL and Note 11 for financial liabilities at FVTPL.
7. Financial Assets at FVTPL
Investment
Investment
Investment
Investment
Currency
Currency
Currency
Currency
Number
Number
Number
Number
of Units
of Units
of Units
of Units
% Class
% Class
% Class
% Class
of Units
of Units
of Units
of Units
Cost EUR
Cost EUR
Cost EUR
Cost EUR
31 December
31 December
31 December
31 December 20
20
20
2025
25
25
25
Fair Value EUR
Fair Value EUR
Fair Value EUR
Fair Value EUR
31 December
31 December
31 December
31 December 202
202
202
2025
Class A4 Units in the Sub-Fund
EUR
31,937.50
100
35,770,000
27,008,487
Class B4 Units in the Sub-Fund
EUR
14,000.00
100
15,680,000
9,911,342
Carry Units in the Sub-Fund
EUR
464.02
100
519,697
10,557,090
Total
Total
Total
Total
46,401.52
46,401.52
46,401.52
46,401.52
51,969,697
51,969,697
51,969,697
51,969,697
47,476,919
47,476,919
47,476,919
47,476,919
Investment
Investment
Investment
Investment
Currency
Currency
Currency
Currency
Number
Number
Number
Number
of Units
of Units
of Units
of Units
% Class
% Class
% Class
% Class
of Units
of Units
of Units
of Units
Cost EUR
Cost EUR
Cost EUR
Cost EUR
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Fair Value EUR
Fair Value EUR
Fair Value EUR
Fair Value EUR
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Class A4 Units in the Sub-Fund
EUR
31,937.50
100
35,770,000
34,906,608
Class B4 Units in the Sub-Fund
EUR
14,000.00
100
15,680,000
13,789,120
Carry Units in the Sub-Fund
EUR
464.02
100
519,697
12,950,613
Total
Total
Total
Total
46
46
46
46,401.52
401.52
401.52
401.52
51
51
51
51,969
969
969
969,697
697
697
697
61
61
61
61,646
646
646
646,341
341
341
341
Investment in Carry Units
The Company has subscribed Carry Units in the Sub-Fund,
which participate in the
carried interest. As the Company is the holder of Carry Units,
it receives income
distribution from the Sub-
Fund and proceeds arising from the partial or full disposal of
an investment of the Sub-Fund.
Such distributions and proceeds are calculated and paid by the Sub-
Fund based on
clause 24 of its Supplement Issuing document and on the following order of priority:
(a)
Firstly, 100% to the Unitholders of the Classes of Units,
pro rata to the number of
Units held in the relevant Classes,
until such payments equal in aggregate their capital
contributions.
(b)
Secondly, 100% to the Unitholders of the Classes of Units,
pro rata to the number of
Units held in the relevant Classes,
until cumulative distributions to such Unitholders
represent a return of 5% per annum compounded annually on the capital
contributions less distributions made (the “Preferred Return”).
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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(c)
Thirdly,
any further amounts apportioned amongst the Classes of Units that were
issued in order to finance the Investment from which proceeds available to distribute
have arisen, pro rata to the aggregate number of Units held in the relevant Classes;
and
(i)
80% of amounts arising in connection with the Class A4 Units to the Unitholders of
the Class A4 Units and 20% to the Carry Unitholders,
pro rata to the number of Units
held.
(ii)
(A) 100% of amounts arising in connection with the Class B4 Units to the Carry
Unitholders, pro rata to the number of Units held,
until cumulative distributions
equal 10% of the cumulative distributions made to the Carry Unitholders as a
Preferred Return. And then,
(B) 90% to the Unitholders of the Class B4 Units and
10% to the Carry Unitholders, pro rata to the number of Units held.
Movement in Financial Assets at
FVTPL
The following table presents the movement of the non-
current financial assets at FVTPL
during the years ended 31 December 2025 and 31 December 2024:
EUR
EUR
EUR
EUR
Investment in
Investment in
Investment in
Investment in
Sub
Sub
Sub
Sub-Fund
Fund
Fund
Fund
Total
Total
Total
Total
Balances as at 1 January 2025
Balances as at 1 January 2025
Balances as at 1 January 2025
Balances as at 1 January 2025
61,646,341
61,646,341
61,646,341
61,646,341
61,646,341
61,646,341
61,646,341
61,646,341
Unrealised losses from financial assets at FVTPL
(14,169,422)
(14,169,422)
Balances as at 31 December 2025
Balances as at 31 December 2025
Balances as at 31 December 2025
Balances as at 31 December 2025
47,476,919
47,476,919
47,476,919
47,476,919
47,476,919
47,476,919
47,476,919
47,476,919
EUR
EUR
EUR
EUR
Investment in
Investment in
Investment in
Investment in
Sub
Sub
Sub
Sub-Fund
Fund
Fund
Fund
Total
Total
Total
Total
Balances as at 1 January 2024
Balances as at 1 January 2024
Balances as at 1 January 2024
Balances as at 1 January 2024
128
128
128
128,246
246
246
246,129
129
129
129
128
128
128
128,246
246
246
246,129
129
129
129
Unrealised losses from financial assets at FVTPL
(7,948,271)
(7,948,271)
Return of capital
(58,651,517)
(58,651,517)
Balances as at 31 December 2024
Balances as at 31 December 2024
Balances as at 31 December 2024
Balances as at 31 December 2024
61
61
61
61,646
646
646
646,341
341
341
341
61
61
61
61,646
646
646
646,341
341
341
341
The unrealised gains/(losses) represents the difference between the carrying amount of a
financial assets at FVTPL at the beginning of the year,
or the transaction price if it was
purchased in the current reporting year,
and its carrying amount at the end of the
reporting year.
The Company has a commitment to remunerate investors and equity
holders.
During the year, the Company did not make a return of capital distribution (2024
: EUR
58.65 million) from the Sub-Fund. As at 31 December 2025,
the fair value of the
Company’s
investment
in
the
Sub-Fund
was
EUR
47.5
million
(2024
:
EUR 61.65 million), resulting in a net loss
from financial assets at FVTPL of
EUR 14.2 million (2024: net loss from financial assets at FVTPL of EUR 7.95 million
)
being reflected in the Statement of Profit or Loss and Other Comprehensive Income
.
During the year,
the Company received dividend income for a total amount of
EUR 1.0 million (2024: EUR 4.40 million).
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31 December 2025
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8. Financial Assets and Liabilities not Measured at FVTPL
The financial assets not measured at FVTPL include cash and cash equivalent and other
receivables and financial liabilities not measured at FVTPL include trade and other
payables. These are short-term financial assets and liabilities whose carrying amounts
approximate fair value, because of their short-
term nature. Level 2 is deemed to be the
most appropriate categorisation for such assets and liabilities.
9. Other Current Assets
Other receivables in 2025 mainly comprise prepaid expenses (2024: Nil).
10. Equity
10.1 Share Capital
The Company’s issued share capital is EUR 0.05 million (2024: EUR 0.05
million)
consisting of 4.4 million (2024: 4.4
million) Class A Shares having a nominal value of EUR
0.01 each, and 0.2 million (2024: 0.2 million
) Class B Shares having a nominal value of
EUR 0.01 each.
Class A Shares and Class B Shares have the same rights and are entitled a pro rata
allocation of profits (based on their contribution). The residual performance on
Sub-Fund’
s Carry Units are attributable to the Shareholders of the Company (see
Note 10.4).
10.2 Special Reserve
The Company has setup share class specific reserve accounts into which any premium paid
on any share in addition to its nominal value as well as any share class specific capital
contribution without the issuance of shares is transferred.
In 2024, the Board of Directors resolved to repurchase and cancel the shares held by the
Shareholders for an aggregate amount of EUR 0.6 million, split between Class A Shares
amounting to EUR 0.1 million and Class B Shares amounting to EUR 0.5 million. Thi
s
resulted to a decrease in the Special Reserve by EUR Nil and to a decrease in the share
capital by EUR 0.05 million, with the remaining resulting in a decrease of the retained
earnings (see Note 10.4). There were no repurchases and cancellation of shares
during the
year. As at 31 December 2025, there were no Special Reserve balance maintained (31
December 2024: EUR Nil).
10.3 Legal Reserve
From the annual net profits of the Company,
five per cent (5%) shall be allocated to the
legal reserve. This allocation shall cease to be mandatory as soon and as long as such
reserve amounts to ten per cent (10%) of the share capital of the Company. As at
31 December 2025, the legal reserve is EUR 4,546 (2024: EUR 4,546).
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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10.4 Retained Earnings
1 January 2025 to
1 January 2025 to
1 January 2025 to
1 January 2025 to
31 December 2025
31 December 2025
31 December 2025
31 December 2025
1 January 2024 to
1 January 2024 to
1 January 2024 to
1 January 2024 to
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Balance at the beginning of the year
Balance at the beginning of the year
Balance at the beginning of the year
Balance at the beginning of the year
12
12
12
12,645
645
645
645,433
433
433
433
14
14
14
14,079
079
079
079,172
172
172
172
Distribution to shareholders
(576,921)
Total comprehensive result for the year
(2,383,521)
(856,818)
Balance at the end of the year
Balance at the end of the year
Balance at the end of the year
Balance at the end of the year
10,261,912
10,261,912
10,261,912
10,261,912
12,645,433
12,645,433
12,645,433
12,645,433
Proceeds from the Class A4 Notes (see Note 11) are used to invest in Class A4 Units in the
Sub-
Fund (see Note 7). Proceeds from the Class B4 Notes (see Note 11) are used to invest
in Class B4 Units in the Sub-Fund (see Note 7).
The Company’s investment in Carry Units in the Sub-Fund valued at EUR 10.6
million
(2024: EUR 13.0
million) (see Note 7) are not financed by Notes but by the Shareholders
of the Company. Consequently, any gains or losses on the Company’
s investment in the
Carry Units in the Sub-
Fund are not offset by a corresponding change in financial
liabilities at FVTPL, i.e. the ultimate beneficiaries in the Carry Units of the Sub-
Fund are
the Shareholders of the Company, as outlined in section “
Description of the underlying
Transactions of the Sub-Fund” in the Notes Prospectus. The Sub-
Fund has not paid any
carried interest in 2025 (2024: EUR Nil).
11. Financial Liabilities at FVTPL
Financial liabilities at FVTPL as at 31 December 2025 are analysed as follows:
Financial liabilities
inancial liabilities
inancial liabilities
inancial liabilities
Number of Notes
Number of Notes
Number of Notes
Number of Notes
31 December
31 December
31 December
31 December 202
202
202
2025
Nominal Value EUR
Nominal Value EUR
Nominal Value EUR
Nominal Value EUR
31 December
31 December
31 December
31 December 202
202
202
2025
Fair Value EUR
Fair Value EUR
Fair Value EUR
Fair Value EUR
31 December
31 December
31 December
31 December 202
202
202
2025
Class A4 Notes
2,555
35,770,000
27,213,837
Class B4 Notes
1,120
15,680,000
10,001,361
Total
Total
Total
Total
51,450,000
51,450,000
51,450,000
51,450,000
37,215,198
37,215,198
37,215,198
37,215,198
EUR
EUR
EUR
EUR
Notes
Notes
Notes
Notes
Total
Total
Total
Total
Balances
Balances
Balances
Balances as
as
as
as at 1 January 202
at 1 January 202
at 1 January 202
at 1 January 2025
49,136,259
49,136,259
49,136,259
49,136,259
49,136,259
49,136,259
49,136,259
49,136,259
Net gains recognised through profit or loss
(11,921,061)
(11,921,061)
Balances as at 31 December 2025
Balances as at 31 December 2025
Balances as at 31 December 2025
Balances as at 31 December 2025
37,215,198
37,215,198
37,215,198
37,215,198
37,215,198
37,215,198
37,215,198
37,215,198
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Non-current financial liabilities at FVTPL as at 31 December 2024 are analysed as follows:
Financial liabilities
Financial liabilities
Financial liabilities
Financial liabilities
Number of Notes
Number of Notes
Number of Notes
Number of Notes
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Nominal Value EUR
Nominal Value EUR
Nominal Value EUR
Nominal Value EUR
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Fair Value EUR
Fair Value EUR
Fair Value EUR
Fair Value EUR
31 December 2024
31 December 2024
31 December 2024
31 December 2024
Class A4 Notes
2,555
35,770,000
35,212,882
Class B4 Notes
1,120
15,680,000
13,923,377
Total
Total
Total
Total
51
51
51
51,450
450
450
450,000
000
000
000
49
49
49
49,136
136
136
136,259
259
259
259
EUR
EUR
EUR
EUR
Notes
Notes
Notes
Notes
Total
Total
Total
Total
Balances as at 1 January 2024
Balances as at 1 January 2024
Balances as at 1 January 2024
Balances as at 1 January 2024
114
114
114
114,279
279
279
279,074
074
074
074
114
114
114
114,279
279
279
279,074
074
074
074
Net gains recognised through profit or loss
(7,077,815)
(7,077,815)
Redemptions
(58,065,000)
(58,065,000)
Balances as at 31 December 2024
Balances as at 31 December 2024
Balances as at 31 December 2024
Balances as at 31 December 2024
49
49
49
49,136
136
136
136,259
259
259
259
49
49
49
49,136
136
136
136,259
259
259
259
The unrealised gains/(losses) of the liabilities represents the difference between the
carrying amount of a financial assets at FVTPL at the beginning of the year,
or the
transaction price if it was purchased in the current reporting year,
and its carrying amount
at the end of the reporting year.
During the year,
the Company paid interest on the Notes in the amount of
EUR 0.9 million (2024: EUR 4.2
million) (based on proceeds received from its investment
in Class A4 and B4 Units in the Sub-Fund less ongoing expenses).
During the year, the Company did not make any redemption on the Notes (2024
: EUR
58.1 million).
Upon issuance,
Notes subscribed by the Company are registered in the books of Euroclear
Sweden AB. Notes issued by the Company are listed on the Official List of NGM and
admitted to trading on the regulated market of NGM.
The details of the interest, principal and maturity of the Notes are available
in the Notes Prospectus which is publicly available on the Company’
s website
(www.bridgepoint.eu/investment-strategies/credit/bdlsv).
12. Trade and Other Payables
Trade and other payables are mainly comprised of tax payable, administration fees,
audit
fees,
director fees and legal and professional fees payable. There were no distributions
payable as at 31 December 2025 and 31 December 2024.
13. Taxation
The company is subject to general tax laws and regulations applicable to all commercial
companies in Luxembourg. A securitisation company’
s commitments to remunerate
investors for issued bonds or shares and other creditors qualify as a deductible expense
according to the Securitisation Law. No deferred tax is recognised for 2025 (2024
:
EUR Nil).
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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34
14. Related Party Transactions
There are no related party transactions other than the transactions between the Company
and the Sub-
Fund and between the Company and its shareholders (refer to Note 7 and
Note 11). During the year ended 31 December 2025, EUR 13,860
(2024: EUR Nil) of
service fees were incurred from members of the Board of Directors of the Company and
accounted under other expenses in the Statement of Profit or Loss and Other
Comprehensive Income.
15. Commitments and Contingencies
Bridgepoint Direct Lending I SV S.A.
As at 31 December
2025,
investors have committed to invest in Class A4 and Class B4
Notes to be issued by the Company for a total amount of EUR 525.0 million (2024
:
EUR 525.0 million).
As at 31 December
2025,
Class A4 and Class B4 Notes for a total amount of
EUR 51.5 million (2024: EUR 51.5
million) have been issued excluding not recallable
redemption (refer to Note 11 for further details).
As at 31 December
2025,
the total drawn commitment from the Noteholders amounted
to EUR 459.4 million (2024: EUR 459.4 million).
As at 31 December
2025,
the total undrawn commitment from the Noteholders
amounted to EUR 39.4 million (2024: EUR 65.6 million).
With effective date 30 June
2025, a cancellation of undrawn commitments of EUR 26.2 million was recorded.
Bridgepoint Credit FCP-SIF-
Bridgepoint Direct Lending I
As at 31 December
2025,
the Company has committed to invest an aggregate amount of
EUR 530.3 million (2024: 530.3 million) in the Sub-Fund.
As at 31 December
2025, the Company has undrawn commitment of EUR 129.6
million
(2024: EUR 156.1 million) in the Sub-Fund.
The above commitments have no specific maturity date as they relate to the duration of
the Sub-Fund, and when all positions will be sold.
16. Material Agreements
Bridge Facility Agreement
On 30 June 2015, the Sub-Fund entered into a side agreement (the “Side Agreement”
)
with Barclays Bank PLC (“Barclays”) relating to a EUR 50,000,
000 revolving facility
agreement (the “Facility Agreement”) which was entered into by, among others,
the
Sub-
Fund and Barclays. The Company (as debtor) is also party to a related pledge over
commitments agreement dated 30 June 2015 between the Sub-
Fund (as pledgor) and
Barclays. Under the terms of the Side Agreement and the pledge over commitments
agreement, the Company acknowledges that Barclays is granted by the Sub-
Fund an
assignment of the rights of the Sub-
Fund to issue drawdown notices to the Company and
the Company agrees to comply with any drawdown notice issued by Barclays to it,
which
Barclays would only be entitled to serve while an event of default is continuing under the
Facility Agreement. On 30 June 2015,
the Company also granted powers of attorney to
Barclays, under the terms of which,
while an event of default is continuing under the
Facility Agreement,
Barclays is entitled to issue Notes and to take certain steps in
operation of the bank account of the Company in order to facilitate the repayment of
amounts outstanding under the Facility Agreement.
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31 December 2025
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On 14 June 2016, the Fund entered into an Amended and Restated Facility Agreement,
pursuant to which, among other amendments,
the termination date of the facility was
extended to 30 June 2017 and the facility was increased to EUR 79 million. On 14 June
2016,
the Company also entered into a confirmation agreement in respect of the Side
Agreement
,
where it confirmed that the undertakings it gave under the Side Agreement
shall continue to be given in respect of the Amended and Restated Facility Agreement.
On 28 June 2017, the termination date of the facility was extended to 30 June 2018.
On 21 June 2018,
the termination date of the facility was extended to 30 June 2019 and
total facility reduced to EUR 50 million.
On 27 June 2019,
the termination date of the facility was extended to 30 June 2020 and
the total facility reduced to EUR 38 million.
On 11 June 2020,
the termination date of the facility was extended to 30 June 2021 and
the total facility reduced to EUR 20 million.
On 30 June 2021,
the termination date of the facility was extended to 30 June 2022 and
the total facility remained at EUR 20 million.
On 8 June 2022,
the termination date of the facility was extended to 30 June 2023 and
the total facility reduced to EUR 10 million.
On 27 June 2023, the termination date of the facility was extended to 30 June 2024,
the total facility amounts to EUR 10 million.
On 20 June 2024, the termination date of the facility was extended to 30 April 2025,
the
total facility amounts to EUR 10 million.
On 16 April 2025, the termination date of the facility was extended to 30 March 2026,
the total facility amounts to EUR 10 million.
Administrator Agreement
The Company entered into an administration agreement with Citco Fund Services
(Luxembourg) S.A. (the “Administrator”
). The Administrator receives from the Company
a fixed administration fee of EUR 10,
000 effective from fourth quarter of 2020. The total
administration fee for the year was EUR 37,770
(2024: EUR 46,459), of which EUR
4,005 (2024: EUR Nil) was still payable at year end.
Administration fees due to parties
other than the Administrator amounted to EUR 12,661
(2024: EUR 6,294), of which
EUR 3,223 (2024: EUR 2,925) was still payable at year end.
17. Involvement with Unconsolidated Structured Entities
The Company has concluded that the unlisted closed-ended Sub-Fund in which it invests,
but that it does not consolidate, meet the definition of structured entities because:
The voting rights in the Sub-
Fund are not dominant rights in deciding who controls
it because the rights relate to administrative tasks only;
The Sub-Fund activities are restricted by its prospectus and managed by the Entity’
s
Board of Managers of the Management Company; and
The Sub-Fund has narrow and well-
defined objectives to provide investment
opportunities to investors.
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31 December 2025
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36
The table below describes the type of structured entity that the Company does not consolidate but in which it holds an interest.
Type of Structure Entity
Type of Structure Entity
Type of Structure Entity
Type of Structure Entity
Nature and Purpose
Nature and Purpose
Nature and Purpose
Nature and Purpose
Interest Held by the
Interest Held by the
Interest Held by the
Interest Held by the
Company
Company
Company
Company
Investment fund
To invest in secured debt or comparable debt instruments issued in order to
finance European domiciled mid-market businesses as well as equity or equity-
like instruments in conjunction with or following a capital re-
organisation of
debt investments
Investment in Units
The investment objective of Sub-
Fund is to provide its Investors with a target blended
gross return of 8-
10% per annum whilst focusing on capital preservation through
investment in secured debt (in the form of senior,
unitranche and mezzanine loans) or
comparable debt instruments issued in order to finance European domiciled mid-
market
businesses as well as equity or equity-
like instruments in conjunction with or following a
capital re-organisation of debt investments. The Sub-Fund has the ability to invest
through both the primary and secondary loan markets.
The maximum exposure to loss is the carrying amount of the financial assets held. The
NAV
of
the
unconsolidated
structured
entity
is
EUR
47.5
million
(2024:
EUR 61.6 million)
and the carrying amount included in the financial asset at FVTPL is
EUR 45.4 million (2024: EUR 61.6 million).
The Company has 100% ownership in the
Sub-Fund capital.
During the years ended 31 December 2025 and 31 December 2024,
the Company did
not provide financial support to the Sub Fund and has no intention of providing financial
or other support aside from its contractual commitment obligation as further detailed in
Note 15. The investment in the Sub-Fund is closed-ended with
no possibility of
redemptions for a term of 7 years with the possibility of an extension of 2 years as further
described in the Issuing Document.
18. Employees
The Company had no employees during the year.
19. Subsequent Events
Summary
There were no other adjusting or non-
adjusting events after the reporting date that would
require disclosure or revision to the Financial Statements as presented.
Bridgepoint Direct Lending I SV S.A.
31 December 2025
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Management and Administration
Registered Office
6B
,
Rue du Fort Niedergrünewald
L-2226 Luxembourg
Grand Duchy of Luxembourg
Board of Directors
Aurélie Ritter (
a
ppointed on 1 November 2025)
Ayaz Khan (resigned on 2 March 2026)
Csaba Horváth
Don Scannell (resigned on 1 November 2025)
Nicholas Curwen (appointed on 17 February 2025)
Thibaut Thal
Administrator
Citco Fund Services (Luxembourg) S.A.
Carré Bonn, 20 rue de la Poste
L-2012 Luxembourg
Grand Duchy of Luxembourg
Auditor
KPMG Audit S.à r.l.
39, Avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
Issuer Agent
Nordic Fixed Income AB (trading as Arctic
Securities)
Biblioteksgatan 8
111 46 Stockholm
Sweden
Central Securities Depositary
Euroclear Sweden AB
P.O. Box 191
101 23 Stockholm
Sweden
Legal Advisers
Arendt & Medernach SA
41A, Avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
Mannheimer Swartling Advokatbyrå AB
Norrlandsgatan 21
P.O. Box 1711
111 87 Stockholm
Sweden
Bridgepoint.eu
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The information included in this report is highly confidential, trade-
secret and proprietary
information and is being made available to recipients on a strictly confidential basis and may
not be disclosed or discussed with any person other than any recipient’
s affiliates and
professional advisers on a confidential and need to know basis. Recipients should note that this
report contains valuation estimates with respect to certain investments which are subject to
change. In particular, recipients should note
that the value of such investments may go down as
well as up. In addition,
changes in any assumptions on which such valuations are based and
other factors outside of the Manager’
s control may have a material impact upon such valuations
and the actual value of such investments may therefore be materially different from the
valuations presented herein. Accordingly,
recipients should not treat such valuations as
necessarily indicative of, or any guarantee as to,
future results and nothing contained herein
should be relied upon as a promise or representation whether as to past or future performance
or otherwise. The information contained in this report is being provided solely to assis
t
investors in the Fund with an assessment of their investment in the Fund and is not to be
construed as investment or any other advice and should not be relied upon as such. Further,
the
information contained in this report should not form the basis of any investment decision or
decision to engage in any transaction.