Interim report
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Pengana Capital Group Limited Appendix 4D Half-year report 1. Company details Name of entity: Pengana Capital Group Limited ABN: 43 059 300 426 Reporting period: For the half-year ended 31 December 2025 Previous period: For the half-year ended 31 December 2024 2. Results for announcement to the market 31 Dec 2025 31 Dec 2024 Change Change $'000 $'000 $'000 % Revenue from ordinary activities 33,157 34,906 (1,749) (5%) Profit from ordinary activities after tax attributable to the owners of Pengana Capital Group Limited 1,713 3,498 (1,785) (51%) Profit for the half-year attributable to the owners of Pengana Capital Group Limited 1,713 3,498 (1,785) (51%) 31 Dec 2025 31 Dec 2024 Cents Cents Basic earnings per share 1.82 4.02 Diluted earnings per share 1.75 3.98 Amount per security Franked amount per security Cents Cents On 28 August 2025, a final dividend was declared for the year ended 30 June 2025 and paid on 30 September 2025 to shareholders registered on 16 September 2025. 2.0 2.0 On 26 February 2026, the directors declared an interim dividend for the half-year ended 31 December 2025 to be paid on 31 March 2026 to shareholders registered on 17 March 2026. 2.5 2.5 Comments Please refer to the Chief Executive Officer’s Report accompanying the interim report for a comprehensive review of operations. 3. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security 40.83 39.63 The net tangible assets per ordinary security for the reporting period is calculated based on 93,803,896 (31 December 2024: 94,191,607) ordinary shares on issue. This number does not include 4,655,103 (31 December 2024: 4,780,103) treasury shares. Net tangible assets exclude intangible assets, right-of-use assets, deferred tax liabilities and lease liabilities.
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Pengana Capital Group Limited Appendix 4D Half-year report 4. Dividend reinvestment plans ('DRP') The company has a dividend reinvestment plan ('DRP'). The DRP will not be operative for the dividend declared on 26 February 2026. 5. Details of associates and joint venture entities Reporting entity's percentage holding Contribution to profit/(loss) 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Name of associate / joint venture % % $'000 $'000 Pengana Private Equity Trust (Associate) 0.92% 0.89% (79) (55) Pengana Diversified Private Credit Fund (Associate) - 0.01% - - Pengana International Equities Limited (Associate) - 2.69% 438 824 Group's aggregate share of associates and joint venture entities' profit/(loss) (where material) Profit/(loss) from ordinary activities before income tax 359 769 6. Audit qualification or review Details of audit/review dispute or qualification (if any): The financial statements were subject to a review by the auditors, and the unqualified review report is attached as part of the Interim Report. 7. Attachments Details of attachments (if any): The Interim Report of Pengana Capital Group Limited for the half-year ended 31 December 2025 is attached. 8. Signed As authorised by the Board of Directors Signed ___________________________ Date: 26 February 2026 David Groves Non-Executive Independent Chairman Sydney
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PENGANA CAPITAL GROUP LIMITED ABN 43 059 300 426 HEAD OFFICE Suite 1, Level 27 Governor Phillip Tower, 1 Farrer Place Sydney NSW 2000 Australia Ph.: +61 2 8524 9900 Fax: +61 2 8524 9901 PENGANA.COM PENGANA CAPITAL GROUP LIMITED INTERIM REPORT 31 DECEMBER 2025
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T ABLE OF CONTENTS Directors’ report 1 Auditor’s independence declaration 3 Statement of profit or loss 4 Statement of other comprehensive income 5 Statement of financial position 6 Statement of changes in equity 7 Statement of cash flows 8 Notes to the financial statements 9 Directors’ declaration 18 Independent auditor's review report to the members of Pengana Capital Group Limited 19
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Pengana Capital Group Limited Directors' report 31 December 2025 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'group') consisting of Pengana Capital Group Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2025. Directors The following persons were directors of Pengana Capital Group Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated: David Groves - Non-Executive Independent Chairman Russel Pillemer - Managing Director and Chief Executive Officer Jeremy Dunkel - Non-Executive Independent Director Kevin Eley - Non-Executive Independent Director Brendan O'Dea - Non-Executive Director Principal activities The principal activity of the group is funds management with the objective of increasing investor wealth by developing, offering and managing investment funds in Australia and globally as opportunities arise. Dividends Dividends paid during the financial half-year were as follows: Consolidated 31 Dec 2025 31 Dec 2024 $'000 $'000 On 28 August 2025, a fully franked final dividend of 2.0 cents per ordinary share was declared for the year ended 30 June 2025 and paid on 30 September 2025 to the shareholders registered on 16 September 2025 (31 December 2024: 2.0 cents per ordinary share). 1,880 1,669 On 26 February 2026, the directors declared a fully franked interim dividend for the half-year ended 31 December 2025 of 2.5 cents per ordinary share. The dividend will be paid on 31 March 2026 to eligible shareholders on the register on 17 March 2026. Significant changes in the state of affairs There were no significant changes in the state of affairs of the group during the financial half-year. Review of operations The profit for the group after providing for income tax amounted to $1,713,000 (31 December 2024: $3,498,000). Australian Accounting Standards require consolidation of certain Pengana investment vehicles, and recognition of performance fees as revenue, both of which can distort the performance of the corporate entity. The company provides additional disclosures which exclude the impact of consolidation and clearly isolate performance fees in a separate investor presentation lodged with the ASX to assist shareholders in better understanding the group's results. Matters subsequent to the end of the financial half-year Apart from the dividend declared as discussed above, no other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the group's operations, the results of those operations, or the group's state of affairs in future financial years. Rounding of amounts The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. Pengana Capital Group Limited 31 December 2025 Interim Report 1
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Pengana Capital Group Limited Directors' report 31 December 2025 This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001. On behalf of the directors ___________________________ ___________________________ David Groves Russel Pillemer Non-Executive Independent Chairman Chief Executive Officer 26 February 2026 Sydney Pengana Capital Group Limited 31 December 2025 Interim Report 2
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Auditor’s independence declaration to the directorsof Pengana Capital Group Limited As lead auditor for the review of the half-year financial report of Pengana Capital Group Limited for the half-year ended 31 December 2025, I declare to the best of my knowledge and belief, there have been: a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; b. No contraventions of any applicable code of professional conduct in relation to the review; and c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the review. This declaration is in respect of Pengana Capital Group Limited and the entities it controlled during the financial period. Ernst & Young Rita Da Silva Partner 26 February 2026 Pengana Capital Group Limited 31 December 2025 Interim Report 3
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Pengana Capital Group Limited Statement of profit or loss For the half-year ended 31 December 2025 Consolidated Note 31 Dec 2025 31 Dec 2024 $'000 $'000 The above statement of profit or loss should be read in conjunction with the accompanying notes Revenue Management fees 21,125 20,205 Performance fees 5,975 12,959 Other fee revenue 260 - Interest revenue 394 213 Total revenue 3 27,754 33,377 Share of profit of associates accounted for using the equity method 359 769 Other income and gains 4 5,044 760 Total revenue and income 33,157 34,906 Expenses Human resources expenses (9,074) (9,094) Fund manager profit share expenses (8,328) (11,692) Fund operating expenses (2,043) (2,386) Distribution expense to unitholders (2,743) (539) Occupancy expenses (190) (188) Capital raising and product development expenses (2,277) (835) Technology and telecommunications expenses (798) (723) Marketing and investment research expenses (1,768) (502) Insurance expenses (538) (541) Professional, registry and listing related expenses (258) (470) Depreciation and amortisation expenses (1,603) (1,614) Finance costs (43) (62) Other operating expenses (536) (458) Total expenses (30,199) (29,104) Profit before income tax expense 2,958 5,802 Income tax expense 5 (1,245) (2,304) Profit after income tax expense for the half-year attributable to the owners of Pengana Capital Group Limited 1,713 3,498 Cents Cents Basic earnings per share 16 1.82 4.02 Diluted earnings per share 16 1.75 3.98 Pengana Capital Group Limited 31 December 2025 Interim Report 4
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Pengana Capital Group Limited Statement of other comprehensive income For the half-year ended 31 December 2025 Consolidated 31 Dec 2025 31 Dec 2024 $'000 $'000 The above statement of other comprehensive income should be read in conjunction with the accompanying notes Profit after income tax expense for the half-year attributable to the owners of Pengana Capital Group Limited 1,713 3,498 Other comprehensive income Items that will not be reclassified subsequently to profit or loss Loss on the revaluation of equity instruments at fair value through other comprehensive income, net of tax - (37) Other comprehensive income for the half-year, net of tax - (37) Total comprehensive income for the half-year attributable to the owners of Pengana Capital Group Limited 1,713 3,461 Pengana Capital Group Limited 31 December 2025 Interim Report 5
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Pengana Capital Group Limited Statement of financial position As at 31 December 2025 Consolidated Note 31 Dec 2025 30 Jun 2025 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes Assets Current assets Cash and cash equivalents 43,404 20,373 Trade and other receivables 6 9,840 6,930 Prepayments and deposits 1,091 757 Financial assets at fair value through profit or loss 7 59,948 29,680 Total current assets 114,283 57,740 Non-current assets Trade and other receivables 6 325 332 Financial assets at fair value through profit or loss 7 129,579 13,580 Investments accounted using the equity method 8 3,007 11,531 Property, plant and equipment 793 747 Intangibles 9 47,965 49,238 Right-of-use assets 1,497 1,930 Prepayments and deposits 771 773 Total non-current assets 183,937 78,131 Total assets 298,220 135,871 Liabilities Current liabilities Trade and other payables 10 11,218 9,678 Employee benefits 1,728 1,627 Lease liabilities 851 826 Liability to unitholders 11 76,340 21,779 Income tax liability 1,516 2,394 Total current liabilities 91,653 36,304 Non-current liabilities Trade and other payables 10 23 23 Employee benefits 168 216 Provisions 186 186 Lease liabilities 767 1,237 Deferred tax 569 1,096 Liability to unitholders 11 119,281 12,195 Total non-current liabilities 120,994 14,953 Total liabilities 212,647 51,257 Net assets 85,573 84,614 Equity Contributed equity 12 109,426 109,534 Reserves 13 47,908 48,554 Accumulated losses (71,761) (73,474) Total equity 85,573 84,614 Pengana Capital Group Limited 31 December 2025 Interim Report 6
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Pengana Capital Group Limited Statement of changes in equity For the half-year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes Contributed Accumulated equity Reserves losses Total equity Consolidated $'000 $'000 $'000 $'000 Balance at 1 July 2024 99,085 50,227 (76,084) 73,228 Profit after income tax expense for the half-year - - 3,498 3,498 Other comprehensive income for the half-year, net of tax - (37) - (37) Total comprehensive income for the half-year - (37) 3,498 3,461 Transactions with owners in their capacity as owners: Share-based payments - 447 - 447 Loan repayment on treasury shares 10,715 - - 10,715 Dividends paid (note 14) - (1,669) - (1,669) Balance at 31 December 2024 109,800 48,968 (72,586) 86,182 Contributed Accumulated equity Reserves losses Total equity Consolidated $'000 $'000 $'000 $'000 Balance at 1 July 2025 109,534 48,554 (73,474) 84,614 Profit after income tax expense for the half-year - - 1,713 1,713 Other comprehensive income for the half-year, net of tax - - - - Total comprehensive income for the half-year - - 1,713 1,713 Transactions with owners in their capacity as owners: Share buy-back (note 12) (108) - - (108) Share-based payments (note 13) - 1,234 - 1,234 Dividends paid (note 14) - (1,880) - (1,880) Balance at 31 December 2025 109,426 47,908 (71,761) 85,573 Pengana Capital Group Limited 31 December 2025 Interim Report 7
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Pengana Capital Group Limited Statement of cash flows For the half-year ended 31 December 2025 Consolidated Note 31 Dec 2025 31 Dec 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes Cash flows from operating activities Receipts from customers (inclusive of GST) 27,052 24,904 Payments to suppliers, customers and employees (inclusive of GST) (25,819) (22,128) Dividends received 269 338 Interest received 301 199 Other revenue 116 159 Income taxes paid (2,416) (440) Net cash (used in)/from operating activities (497) 3,032 Cash flows from investing activities Proceeds from repayment of loan to Pengana Private Credit Master Fund - 1,110 Proceeds from shareholder loan repayments 7 7 Payments for purchase of financial instruments held at fair value through profit or loss (132,721) (14,068) Payment for equity accounted investments - (169) Payments for property, plant and equipment (147) (17) Payments for intangibles 9 (28) (133) Net cash used in investing activities (132,889) (13,270) Cash flows from financing activities Proceeds received on repayment of treasury share loans - 10,715 On market buy-back (108) - Dividends paid 14 (1,880) (1,669) Repayment of lease liabilities (489) (469) Proceeds from applications by unitholders 162,946 13,982 Payments for redemptions by unitholders (3,065) - Distribution paid to unitholders (987) (165) Net cash from financing activities 156,417 22,394 Net increase in cash and cash equivalents 23,031 12,156 Cash and cash equivalents at the beginning of the financial half-year 20,373 9,111 Cash and cash equivalents at the end of the financial half-year 43,404 21,267 Pengana Capital Group Limited 31 December 2025 Interim Report 8
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 1. Material accounting policy information These general purpose financial statements for the interim half-year reporting period ended 31 December 2025 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'. These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2025 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001. The financial statements cover Pengana Capital Group Limited as a consolidated entity consisting of Pengana Capital Group Limited ('company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year (collectively the 'group'). The financial statements are presented in Australian dollars, which is Pengana Capital Group Limited’s functional and presentation currency. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted The group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the group during the financial half-year ended 31 December 2025 and are not expected to have any significant impact for the full financial year ending 30 June 2026. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Note 2. Operating segments Identification of reportable operating segments The main business activity is the provision of funds management services. The Board of Directors and the Chief Executive Officer, are identified as the Chief Operating Decision Makers ('CODM'), and they consider the performance of the main business activities on an aggregated basis to determine the allocation of resources. Other activities undertaken by the group, including investing activities, are incidental to the main business activities. Based on the internal reports that are used by the CODM, the group has one operating segment being development, offering of and management of investment funds. The operating segment information is the same information as provided throughout the financial statements and are therefore not duplicated. The information reported to the CODM is on a regular basis. Note 3. Disaggregation of revenue Revenue is substantially generated in Australia and is recognised over time. Revenue is categorised as either management or performance fees on the statement of profit or loss. Pengana Capital Group Limited 31 December 2025 Interim Report 9
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 4. Other income and gains Consolidated 31 Dec 2025 31 Dec 2024 $'000 $'000 Dividends and distributions 93 - Rental income 79 79 Net gain on assets at fair value through profit or loss 4,835 600 Other income 37 81 5,044 760 Note 5. Income tax The group calculates income tax expense for the period using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim consolidated statement of profit or loss are: Consolidated 31 Dec 2025 31 Dec 2024 $'000 $'000 Income taxes Current income tax expense 1,615 2,458 Deferred income tax expense relating to origination and reversal of temporary differences (370) (154) Income tax expense recognised in statement of profit or loss 1,245 2,304 Note 6. Trade and other receivables Consolidated 31 Dec 2025 30 Jun 2025 $'000 $'000 Current assets Management fees receivable 3,916 3,519 Performance fees receivable 5,679 3,279 9,595 6,798 Other receivables 245 132 9,840 6,930 Non-current assets Other loans 325 332 10,165 7,262 Pengana Capital Group Limited 31 December 2025 Interim Report 10
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 7. Financial assets at fair value through profit or loss Consolidated 31 Dec 2025 30 Jun 2025 $'000 $'000 Current assets Profit participating notes 59,948 29,680 Non-current assets Profit participating notes 119,281 12,195 Financial assets at fair value through profit or loss 10,298 1,385 129,579 13,580 189,527 43,260 Profit participating notes are held by investment vehicles consolidated within the group. Refer to note 15 for further information on fair value measurement. Note 8. Investments accounted using the equity method Consolidated 31 Dec 2025 30 Jun 2025 $'000 $'000 Non-current assets Investments in associates 3,007 11,531 Interests in associates The following interests in associates are accounted for using the equity method of accounting: Ownership interest Principal place of business / 31 Dec 2025 30 Jun 2025 Name Country of incorporation % % Pengana Private Equity Trust Australia 0.92% 0.89% Pengana International Equities Limited* Australia - 2.69% * Pengana International Equities Limited was an associate until 21 October 2025, after which date the group no longer had significant influence and is now accounted for at fair value through profit or loss. The above table excludes interests in Pengana Diversified Private Credit Fund and Pengana Global Private Credit SMA Fund with immaterial ownership interest less than 0.01%. Pengana Capital Group Limited 31 December 2025 Interim Report 11
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 9. Intangibles Consolidated 31 Dec 2025 30 Jun 2025 $'000 $'000 Non-current assets Goodwill - at cost 40,627 40,860 Acquired relationships - at cost 27,220 27,220 Less: Accumulated amortisation (20,235) (19,216) 6,985 8,004 Software - at cost 521 493 Less: Accumulated amortisation (168) (119) 353 374 47,965 49,238 Reconciliations Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below: Acquired Goodwill relationships Software Total Consolidated $'000 $'000 $'000 $'000 Balance at 1 July 2025 40,860 8,004 374 49,238 Additions - - 28 28 Other changes (233) - - (233) Amortisation expense - (1,019) (49) (1,068) Balance at 31 December 2025 40,627 6,985 353 47,965 Note 10. Trade and other payables Consolidated 31 Dec 2025 30 Jun 2025 $'000 $'000 Current liabilities Trade payables 449 - Accrued expenses 4,175 4,927 Fund manager profit share 6,253 4,518 Other payables 341 233 11,218 9,678 Non-current liabilities Other payables 23 23 11,241 9,701 Pengana Capital Group Limited 31 December 2025 Interim Report 12
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 11. Liability to unitholders Consolidated 31 Dec 2025 30 Jun 2025 $'000 $'000 Current liabilities Net assets attributable to unitholders 76,340 21,779 Non-current liabilities Net assets attributable to unitholders 119,281 12,195 195,621 33,974 Units issued by investment vehicles that are consolidated within the group are classified as a liability under AASB 132 Financial Instruments Presentation due to differing entitlements to income and capital. Note 12. Contributed equity Consolidated 31 Dec 2025 30 Jun 2025 31 Dec 2025 30 Jun 2025 Shares Shares $'000 $'000 Ordinary shares - fully paid 98,458,999 98,744,950 117,002 117,336 Less: Treasury shares (4,655,103) (4,780,103) (7,576) (7,802) 93,803,896 93,964,847 109,426 109,534 Movements in ordinary share capital Details Date Shares $'000 Balance 1 July 2025 98,744,950 117,336 Share buy-back December 2025 (160,951) (108) Gain on loan repayment on treasury shares - 35 Share buy-back (loan share plan shares) 31 December 2025 (125,000) (261) Balance 31 December 2025 98,458,999 117,002 Movements in treasury shares Details Date Shares $'000 Balance 1 July 2025 (4,780,103) (7,802) Derecognise treasury shares 31 December 2025 125,000 226 Balance 31 December 2025 (4,655,103) (7,576) Share buy-back On 3 December 2025, Pengana Capital Group Limited announced the extension of on-market share buy-back of ordinary shares. Maximum number of securities proposed to be bought back is 9,874,495 ordinary shares. The proposed buy-back ends on 14 September 2026. During the half-year, the company bought back 160,951 ordinary shares and 125,000 treasury shares via an Employee Share Scheme Buy-Back. Pengana Capital Group Limited 31 December 2025 Interim Report 13
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 13. Reserves Consolidated 31 Dec 2025 30 Jun 2025 $'000 $'000 Profits reserve 35,623 37,503 Foreign currency reserve 91 91 Share-based payments reserve 12,194 10,960 47,908 48,554 Movements in reserves Movements in each class of reserve during the current financial half-year are set out below: Profits Foreign currency Share-based payments reserve reserve reserve Total Consolidated $'000 $'000 $'000 $'000 Balance at 1 July 2025 37,503 91 10,960 48,554 Dividends paid (1,880) - - (1,880) Share-based payments - - 1,234 1,234 Balance at 31 December 2025 35,623 91 12,194 47,908 Note 14. Dividends Dividends paid during the financial half-year were as follows: Consolidated 31 Dec 2025 31 Dec 2024 $'000 $'000 On 28 August 2025, a fully franked final dividend of 2.0 cents per ordinary share was declared for the year ended 30 June 2025 and paid on 30 September 2025 to the shareholders registered on 16 September 2025 (31 December 2024: 2.0 cents per ordinary share). 1,880 1,669 On 26 February 2026, the directors declared a fully franked interim dividend for the half-year ended 31 December 2025 of 2.5 cents per ordinary share. The dividend will be paid on 31 March 2026 to eligible shareholders on the register on 17 March 2026. Pengana Capital Group Limited 31 December 2025 Interim Report 14
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 15. Fair value measurement Fair value hierarchy The following tables detail the group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Observable market data used in valuation techniques to determine the fair value. Level 2 instruments are not traded in an active market Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total Consolidated - 31 Dec 2025 $'000 $'000 $'000 $'000 Assets Financial instruments at fair value through profit or loss 8,913 - 1,385 10,298 Profit participating notes - - 179,229 179,229 Total assets 8,913 - 180,614 189,527 Level 1 Level 2 Level 3 Total Consolidated - 30 Jun 2025 $'000 $'000 $'000 $'000 Assets Financial instruments at fair value through profit or loss - - 1,385 1,385 Profit participating notes - - 41,875 41,875 Total assets - - 43,260 43,260 There were no transfers between levels during the financial half-year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short-term nature. The fair value of financial liabilities, excluding liability to unitholders, is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities. Valuation techniques for fair value measurements categorised within level 3 Profit participating notes (level 3) The group holds profit participating notes issued by Pengana Private Credit Feeder Fund. A profit participating note is a debt security which provides economic exposure to the underlying investments of Pengana Private Credit Feeder Fund. Profit participating notes are valued using the latest available valuations for underlying funds. Valuations for underlying funds are typically issued on a quarterly basis and as much as (and in some cases in excess of) 90 days after each calendar quarter end. The group seeks to ensure that it receives unaudited Underlying Fund financial statements typically on a quarterly basis (and more frequently where available) and, to the extent practicable, financial statements that have been audited by a third- party accounting firm annually. Whilst the valuations are generally obtained quarterly, given the nature of the investments, the process of completing the valuations can take up to three months, or longer in some cases. Financial instrument at fair value through profit or loss (level 3) Investments are recorded at fair value determined on the basis of the latest transacted price. Pengana Capital Group Limited 31 December 2025 Interim Report 15
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 15. Fair value measurement (continued) Level 3 assets and liabilities Movements in level 3 assets and liabilities during the current financial half-year are set out below: Financial assets at fair value through profit Profit participating or loss notes Total Consolidated $'000 $'000 $'000 Balance at 1 July 2025 1,385 41,875 43,260 Acquisition of profit participating notes - 132,721 132,721 Change in fair value through profit or loss - 4,633 4,633 Balance at 31 December 2025 1,385 179,229 180,614 The level 3 assets and liabilities unobservable inputs and sensitivity are as follows: Sensitivity Description Unobservable inputs 31 December 2025 Profit participation note (PPN) The sensitivity of the group's profit and net assets to price risk associated with a 4% movement in the value of PPNs $7,169,000 (increase/decrease) Financial assets at fair value through profit or loss The sensitivity of the group's profit and net assets to price risk associated with a 5% movement in the value of private entities $69,000 (increase/decrease) Note 16. Earnings per share Consolidated 31 Dec 2025 31 Dec 2024 $'000 $'000 Profit after income tax attributable to the owners of Pengana Capital Group Limited 1,713 3,498 Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 93,944,536 87,081,969 Adjustments for calculation of diluted earnings per share: Dilutive impact of performance and service rights 3,833,272 880,667 Weighted average number of ordinary shares used in calculating diluted earnings per share 97,777,808 87,962,636 Cents Cents Basic earnings per share 1.82 4.02 Diluted earnings per share 1.75 3.98 The weighted average number of ordinary shares to calculate basic earnings per share excludes 4,655,103 (31 December 2024: 4,780,103) treasury shares. Pengana Capital Group Limited 31 December 2025 Interim Report 16
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Pengana Capital Group Limited Notes to the financial statements 31 December 2025 Note 17. Share-based payments At the 5 November 2025 Annual General Meeting, shareholders approved the adoption of the Pengana Rights Plan and the grant of securities under the plan. On 15 December 2025, under the Pengana Rights Plan 2,410,831 options with an exercise price set at a premium to market value were granted to Russel Pillemer and/or his nominee and 4,565,173 performance rights were granted to employees (including 862,015 granted to Russel Pillemer and/or his nominee). Note 18. Events after the reporting period Apart from the dividend declared as disclosed in note 14, no other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the group's operations, the results of those operations, or the group's state of affairs in future financial years. Note 19. General information Pengana Capital Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Suite 27.01 Level 27, Governor Phillip Tower 1 Farrer Place Sydney, NSW 2000 A description of the nature of the group's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 February 2026. Pengana Capital Group Limited 31 December 2025 Interim Report 17
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Pengana Capital Group Limited Directors' declaration 31 December 2025 In the directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes give a true and fair view of the group's financial position as at 31 December 2025 and of its performance for the financial half-year ended on that date; and ● there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001. On behalf of the directors ___________________________ ___________________________ David Groves Russel Pillemer Non-Executive Independent Chairman Chief Executive Officer 26 February 2026 Sydney Pengana Capital Group Limited 31 December 2025 Interim Report 18
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Independent auditor’s review report to the members of Pengana Capital Group Limited Conclusion We have reviewed the accompanying half-year financial report of Pengana Capital Group Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 31 December 2025, the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, explanatory notes and the directors’ declaration. Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Group does not comply with the Corporations Act 2001, including: a. Giving a true and fair view of the consolidated financial position of the Group as at 31 December 2025 and of its consolidated financial performance for the half-year ended on that date; and b. Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. Basis for conclusion We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor’s responsibilitiesfor the review of the half-year financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. Directors’ responsibilitiesfor the half-year financial report The directors of the Company are responsible for the preparation of the half -year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. Auditor’sresponsibilities for the review of the half-year financial report Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at31 December 2025 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. Pengana Capital Group Limited 31 December 2025 Interim Report 19
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Ernst & Young Rita Da Silva Jaddus Manga Partner Partner Sydney Sydney 26 February 2026 26 February 2026 Pengana Capital Group Limited 31 December 2025 Interim Report 20
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PENGANA CAPITAL GROUP LIMITED
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PENGANA CAPITAL GROUP LIMITED ABN 43 059 300 426 HEAD OFFICE Suite 1, Level 27 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia Ph.: +61 2 8524 9900 Fax: +61 2 8524 9901 PENGANA.COM