Annual report and accounts 31 December 2025 Get connected to a universe of technology and services businesses 2 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information Contents Strategic report Financial and performance highlights Chairman’s statement Manager's update Business model and risk framework Key Performance Indicators Directors’ duties Investment objective and investment policy Hg’s review Overview Responsible investment Year in review Investments and realisations Overview of underlying investments Top 20 investments Other investments Financial statements Income statement Balance sheet Statement of cash flows Statement of changes in equity Notes to the financial statements Independent auditor’s report Corporate governance Directors’ report Directors’ responsibilities statement Corporate governance statement Reports from the Committees of the Board Directors’ remuneration report Further information AIFM Directive Shareholder information Notice of Annual General Meeting Board, management and administration 60 61 62 63 64 79 4 8 14 16 24 26 29 31 36 40 46 50 52 58 90 97 98 101 110 115 118 123 129 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 3 The objective of HgCapital Trust ('HgT') is to provide shareholders with consistent long-term returns in excess of the FTSE All-Share Index by investing predominantly in unquoted companies where value can be created through strategic and operational change. The investment opportunity Exposure to a portfolio of >60 companies diversified by end market and geography - worth >$185 billion in aggregate enterprise value, with >130,000 employees globally Strategy focused on unquoted businesses with resilient, recurring revenue streams Invest alongside some of the world’s largest investors in private equity, in high-growth companies sourced by Hg Hg has managed the HgT investment portfolio since 1994 A leading investor in European and transatlantic technology and services companies. Together we build enduring businesses that transform how people work. c.430 employees, including >250 investment, portfolio, and other professional management executives with >$110bn assets under management Network of seasoned professionals from across industry who support management teams to create value and help businesses to achieve their full potential Sharing of knowledge and expertise by facilitating the active collaboration of management teams across sector clusters and geographies Please see pages 30 to 58 References in this annual report and accounts to HgCapital Trust plc have been abbreviated to ‘HgCapital Trust’ or ‘HgT’. Hg refers to the trading name of Hg Pooled Management Limited and HgCapital LLP. Hg Pooled Management Limited is the ‘Manager’. References in this annual report and accounts to ‘total return’ refer to a return where it is assumed that an investor has reinvested all historic dividends at the time when they were paid. References in this annual report and accounts to pounds sterling have been abbreviated to ‘sterling’. Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. 4 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information Financial and performance highlights 2025 performance at a glance 2025 saw continued investment and realisation activity, accompanied by robust underlying trading performance across the portfolio. Jim Strang, Chairman, HgT 4.0% NAV per share (561.5p) 31 December 2024: +10.4% Please see note 10(b) £2.6bn Net assets 31 December 2024: £2.5bn Please see note 10(b) -4.9% Share price (507.0p) 31 December 2024: +25.7% £2.3bn Market capitalisation 31 December 2024: £2.5bn 5.0p Full year dividend 31 December 2024: 5.5p Please see page 16 1.5% Total ongoing charges 31 December 2024: 1.4% Please see page 94 for the basis of calculation £357m Invested on behalf of HgT 31 December 2024: £606m Please see page 46 £215m Realisations to HgT 31 December 2024: £508m Please see page 48 £368m Available liquid resources (14% of NAV) 31 December 2024: £336m (13% of NAV) Please see page 44 £2.2bn Outstanding commitments (85% of NAV)\* 31 December 2024: £735m (29% of NAV) Please see page 44 Note: NAV per share and share price return on a total return basis assuming all historical dividends have been re-invested, which is an Alternative Performance Measure ('APM'). Please see the definitions of the APM's in the glossary pages 121 to 122 \*Includes the top-up commitments in Hg Genesis 11 and Hg Mercury 5 which had not previously been reflected in the £1.8 billion outstanding commitments reported in the Trading Update on 6 February 2026. ![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 5 The investment portfolio A snapshot as at 31 December 2025 The core attraction of this sector remains the ability to deliver sustainable earnings growth through a variety of market environments and against volatile macro-economic backdrops. In addition, AI materially expands the opportunity set and we see encouraging early momentum in our businesses. Beyond this, for the portfolio, M&A remains a key driver of outperformance. David Toms, Head of Research, Hg 25.2x EV to EBITDA multiple 31 December 2024: 26.1x 7.4x Net debt to EBITDA ratio 31 December 2024: 7.4x +17% LTM sales growth 31 December 2024: +19% +19% LTM EBITDA growth 31 December 2024: +23% 33% EBITDA margin 31 December 2024: 34% Please see pages 42 to 43 The portfolio composition changes as a result of investment and realisation activity, which may mean prior period metrics are not directly comparable. Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. Figures are based on all investments as at the balance sheet date and basis of calculation can therefore change year on year. ![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 6 Long-term performance: ten-year total return Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. Long-term net asset growth Historical total return performance Both HgT’s share price and net asset value per share have continued to outperform the FTSE All-Share Index over the long-term. | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | | | | | | 1 year % | 3 years % p.a. | 5 years % p.a. | 10 years % p.a. | 20 years % p.a. | | NAV per share | 4.0 | 8.4 | 14.1 | 17.0 | 14.1 | | Share price | (4.9) | 14.7 | 12.4 | 18.9 | 14.1 | | FTSE All-Share Index | 24.0 | 13.6 | 11.7 | 8.4 | 7.0 | | NAV per share performance relative to FTSE All-Share Index | (20.0) | (5.2) | 2.4 | 8.6 | 7.1 | | Share price performance relative to the FTSE All-Share Index | (28.9) | 1.1 | 0.7 | 10.5 | 7.1 | Long-term performance 10-year share price total return: +18.9% p.a. Based on HgT’s share price at 31 December 2025 and allowing for all historic dividends being reinvested, an investment of £1,000 made 20 years ago would now be worth £13,881, a total return of 1,288%. An equivalent investment in the FTSE All-Share Index would be worth £3,839. Please refer to note 10(b) on page 69 for further detail on the calculation of NAV per share. ![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 7 Ten-year dividend history Historic dividends restated for the 10:1 share-split completed in May 2019. Discrete annual total return performance against the FTSE All-Share Index Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. HgT provides shareholders with unique listed access to the investment portfolio of Hg. The performance that HgT has delivered has come from the continual refinement and focus on a clear investment model implemented by Hg, targeting software and services leaders that transform how people work. Jim Strang, Chairman, HgT Full year results press release 2025: hgcapitaltrust.com/news-insights/news/ ![image]()![image]()![image]()![image]() Strategic report Hg’s review Financial statements Corporate governance Further information 8 Annual Report & Accounts 2025 Jim Strang Chairman, HgT Against the challenging macro-environment backdrop, companies within the HgT portfolio continued to report strong and consistent underlying trading performance, with LTM sales growing at 17% and EBITDA growing at 19% respectively, with EBITDA margins of 33%, figures which compare favourably with peer businesses. This performance reflects the mission-critical nature of the software and technology-enabled services in which Hg invests, where embedded workflows, deep domain knowledge and recurring revenue models continue to support resilient demand even during periods of technological and market transition. The positive effect of this trading performance and uplifts on exit on HgT’s NAV per share was significantly affected by the reduction in the valuations of comparable listed companies used to derive the carrying value of the HgT portfolio. Despite these significant headwinds, the HgT NAV per share increased by 4.0% over the year, while the share price decreased by 4.9% over the same period. 1source: Global Private Equity Report 2026, Bain & Company Chairman’s statement Key highlights for 2025 included: •NAV per share total return was 4.0% over the year, and as a result, at 31 December 2025 stood at £5.62 with net assets of £2.6 billion •The share price total return showed a decrease of 4.9% over 2025 at £5.07; market capitalisation at the year-end was £2.3 billion •Strong underlying performance from the portfolio with LTM revenue and EBITDA growth of 17% and 19% and margins of 33% for the overall portfolio; in line with prior year figures •Investments of £357 million made over the year and realisation proceeds of £215 million generated •Realisations in 2025 included GTreasury at an uplift of 97% to book value, overall, exits over the year added 4.6 pence to the NAV •In November, HgT announced the exit of Intelerad (due to complete in March 2026). The transaction price reflected an uplift of 62% to its last reported carrying value •At year-end, HgT had available liquid resources of £368 million (including a £375 million credit facility, of which £36 million was drawn as at 31 December 2025) •Realisations over 2025 saw an average uplift to book value of 25% •Outstanding commitments to Hg funds totalling £2.2 billion (85% of NAV) which are expected to be called over the next four to five years Despite the challenging market conditions, 2025 remained an active period for new investments and realisations. This was accompanied by strong underlying trading performance across the existing portfolio as individual assets leveraged their market positions and technology leadership. Overall, the markets for private equity transactions gradually improved over the year and notably post Q1, as uncertainty from ‘Liberation Day’ in the USA abated. At the year end, the aggregate activity levels in private markets in 2025 were in fact the second highest ever recorded, only bettered by 20211. The portfolio delivered strong growth in sales and profitability with LTM sales growth of 17% and EBITDA growth of 19% respectively. The EBITDA margin across the portfolio averaged 33%. Hg continues to refine and enhance not only its investment capability but also its in-house value creation skills to support these portfolio companies in reaching their ambitious growth targets and achieving their full potential. Within the aggregate investment and other professional executives team which now number more than 250, Hg has more than 60 full-time members in its value creation group working collaboratively with portfolio company management teams. It goes without saying that AI remains an area of absolute focus for Hg and the portfolio with very significant investments made in resources to support new investment selection and value creation across the portfolio. The impressive efforts Hg has made on this front not only reflects its own efforts but also from the multiple partnerships entered into with the likes of Anthropic (Claude), Replit, Cognition Labs (Devin and now Windsurf), Forethought and Intercom, this network continues to grow. Driving AI transformation Building on the efforts underway since 2019, Hg has added Hg Catalyst, a dedicated AI incubator designed to accelerate AI product innovation across Hg’s portfolio. Operating from newly created European and North American hubs in London and New York, Catalyst brings a scaled capacity of over 80 AI engineers, product managers, and designers who work directly within portfolio companies to build enterprise-ready AI products that demonstrate real customer value. Hg’s focus on AI and build-out of expertise has been recognised and rewarded in the recent fundraising cycle with significant new capital committed to Hg by a large Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. ![image]()![image]()![image]()![image]()![image]()![image]() Strategic report Hg’s review Financial statements Corporate governance Further information 9 Annual Report & Accounts 2025 pool of global investors, with Hg’s share of all European buyout capital raising approaching 30% of the total for 2025. Performance The NAV of HgT saw an increase over the full year, delivering a 4% uplift over 2025 on a total return basis. The positive contribution from the underlying portfolio included strong trading (+19%) and exits which was offset by a contraction in multiples from companies in the HgT valuation basket and modest increases in net debt used to accelerate portfolio growth. While trading remains the key driver of performance over the long-term, movements in comparable valuation multiples can impact performance over shorter-term periods, and this was the case during 2025. Elevated public market volatility saw multiples used to value HgT’s portfolio companies contract, reducing portfolio valuations by 8% over the reporting period. In addition, increases in net leverage, deployed to support future growth, further reduced valuations by 6%. Further investments to finance bolt-on M&A are an area which Hg has highlighted as being particularly attractive in the current environment and where the sector-leading businesses across the portfolio can improve their relative market positions, product and service offering. On a long-term basis, HgT has seen a share price CAGR on a total return basis of 18.9% p.a. over the past 10 years, outperforming the FTSE All Share index by 10.5% p.a. Total net assets of HgT at 31 December 2025 were £2.6 billion. An analysis of NAV movements and movement within the underlying portfolio is set out on pages 40 and 41 of this report. At the end of December 2025, the HgT portfolio comprised a total of 61 investments, all of which focus on mission-critical B2B vertical software and technology-enabled service companies. The portfolio has continued to perform strongly, delivering revenue and EBITDA growth of 17% and 19% respectively over the last 12 months. This performance reflects the defensive growth and recurring revenue characteristics of businesses whose products sit at the core of customer workflows and deep domain expertise, and which benefit from high switching costs and long-term contractual relationships. Profitability continues to be strong with an average EBITDA margin of 33% across the portfolio. These businesses typically exhibit highly predictable forward cash flows and are appropriately financed (on an individual basis), including significant debt covenant flexibility around their financial structures. The average ratio of net debt to EBITDA across the portfolio at the end of the period was 7.4x (December 2024: 7.4x), while the average valuation multiple for the portfolio was 25.2x EV-to-EBITDA (December 2024: 26.1x), which implies that debt accounts for less than 30% of the average portfolio company capital structure. This allows for a significant equity cushion within the portfolio, reflecting the thoughtful approach to leverage, and is consistent with similar peer companies in the market. Notably, Hg has a dedicated debt capital markets team which continually monitors and manages the capital structures of the underlying portfolio companies to ensure they are as robust and flexible as possible in terms of tenor, interest cost and maturity. As regards dividends, HgT aims to achieve long-term growth in the net asset value per share and in the share price, rather than to deliver a specific dividend yield, with the dividend primarily determined by the level of income from the underlying portfolio, which can vary over time. As regards 2025, the Board of HgT has declared a final dividend of 3.0 pence per share (December 2024: 3.5 pence per share), payable in May; this, in conjunction with the interim dividend of 2.0 pence reflects the 5.0 pence floor. Dividend: see page 118 of this report Dividend re‑investment plan: page 118 of this report Investments HgT invested £357 million in 2025 with new and follow-on investments primarily in IFS, P&I, A-LIGN, Citation, Payworks, Diamant Software and Scopevisio, including £34 million of co-investment (on which HgT does not pay management fees or carried interest). Co-investments now represent c. 10% of NAV, increasing from 9% at the start of 2025, in line with HgT’s long-term goal of 10-15%. HgT continues to increase its exposure to co-investments, with further expected over the next twelve months. Increasing the allocation to co-investments allows HgT to utilise more fully its available liquid resources, to improve returns and to reduce overall fees. On 6 January 2026, HgT announced that it would invest £93 million in OneStream, investing alongside other institutional investors via the Hg Saturn 4 fund. Hg has subsequently completed the over-subscribed syndication of $1.5bn of OneStream equity alongside the Saturn 4 fund. As part of the syndication, HgT will invest an additional $9 million (£7 million) in OneStream as a co-investor, increasing its aggregate investment in OneStream to £100 million. In a separate transaction, Hg has also signed the partial sell-down of over €50 million of equity in Septeo Group at the 31 December 2025 valuation to a group of institutional investors. As part of this transaction, HgT has taken the opportunity to convert c.€45 million (£39 million) of its existing NAV exposure in Septeo via the Hg Genesis 9 fund into fee-free co-investment, by co-investing in a structure alongside the new investors coming into the business. Realisations Despite the challenging market conditions, HgT delivered eight liquidity events. These included the sales of Trackunit, smartTrade and GTreasury. In aggregate, HgT saw £215 million in realisations from the underlying portfolio, representing 9% of opening net assets. This continues a track record of strong realisation activity, which has generated liquidity of 23% of opening net assets on average for the preceding five financial years. Realisations over 2025 saw an average uplift to book value of 25%, including the sale of GTreasury at an uplift to carrying value of 97%, this highlights the attractiveness to strategic buyers, of the mission-critical companies in which the Manager continues to invest. Similarly, post-period saw the full realisation of Intelerad, announced in November 2025, returning £52 million to HgT at an uplift of c. 62% to its carrying value. In February, Hg agreed the partial sale of Septeo, a leading provider of mission-critical software for regulated verticals based in France, returning £41 million to HgT. These transactions are expected to complete in Q1 2026. Valuations remain an area of continued focus for the HgT Audit Valuation and Risk Committee ('AVRC'), with a long-term record of exits above carrying values. This realisation activity continues to distinguish Hg in a market environment where generating liquidity remains challenging. Hg’s recent record of delivering more than £12 billion of total realisation proceeds to its investors Strategic report Hg’s review Financial statements Corporate governance Further information 10 Annual Report & Accounts 2025 (including HgT) over the last two years highlights the fundamental strengths and attractiveness of the underlying portfolio to both trade and financial buyers. For further detail on portfolio transaction activity: see pages 46 to 49 of this report Fundraising In line with HgT’s long-term investment model, a number of new commitments were made in the period to the next series of funds being raised by Hg. Hg continues to demonstrate a disciplined approach to fundraising, matching their desired fund size targets to the deal opportunities they are tracking. Shareholders will recall from my previous communications that HgT made a series of initial commitments to Hg’s three latest funds in the first half of the year. In the second half the programme of commitments to the current vintage of funds was agreed, consistent with Hg's long-term approach to commitment pacing. In that process HgT increased its exposure to the Hg Genesis 11 and Hg Mercury 5 funds to €700 million and €300 million respectively, in line with original plans. Additionally, in February HgT completed a reduction in its commitment to the Hg Saturn 4 fund from $1 billion to $900 million. This tactical adjustment modestly reduces the sizing of individual cash flows associated with investments made by that fund and allows HgT to be more active in co-investments situations alongside the Hg Saturn 4 fund where co-invest opportunities are expected to be greatest. HgT has, for example, participated post-period in the co-investment opportunity in OneStream which Hg announced in January 2026. Commitments: see pages 44 of this report All new fund commitments benefit from a subscription facility, meaning that HgT can take advantage of the same delayed drawdowns as other institutional investors in the funds, as is normal market practice. Consequently, Hg Saturn 4 will commence cash drawdowns from 2026 while we anticipate the first capital calls for Hg Genesis 11 and Hg Mercury 5 in 2027. As with previous vintages, HgT maintains its specific ‘opt-out’ right on these new fund commitments (see Balance sheet section below). As previously indicated, committing to Hg’s future funds is the single greatest lever HgT has to support the long-term growth in NAV. Participating in this latest fundraising process will continue to underpin HgT’s long‑term growth, while sizing these commitments appropriately. HgT continues to participate in the current vintage as Hg’s largest single client. Hg funds: see pages 32 and 33 of this report Capital Allocation As part of the Board of HgT’s commitment to shareholders, our primary objective is to maximise investment returns through a disciplined approach to the allocation of available liquid resources. This incorporates the ongoing monitoring by the Board, working with the Manager, forecast cash flows and estimated returns. As I have stated in past reports, the Board continually seeks ways to improve the effectiveness of governance. As part of this process, much attention has been devoted to the topic of capital allocation, including listening to shareholder feedback. The approach, framework and tools adopted are set out below. Investments At the core of the capital allocation policy is the imperative to drive compelling investment returns for shareholders. HgT has delivered strong shareholder returns to investors over a period of more than two decades, a fact highlighted by the Association of Investment Companies (‘AIC’). theaic.co.uk The Board seeks to maintain this impressive track record by continuing to access the repeatable returns delivered by the Hg investment platform over the long term. HgT’s commitments to Hg funds ensure that HgT maintains exposure to Hg’s deal flow, which is the single biggest driver of investment opportunities with the potential to generate long-term returns. As such, the priority of the Board is to ensure that HgT is well positioned to access these returns, at acceptable levels of risk. This includes taking up co-investment opportunities (free of management fees and performance fees), in what remains an attractive investment environment. Buybacks From time to time, market conditions can create divergence between the share price of HgT and its net asset value. The Board, the Manager and HgT’s broker monitor such divergence closely, following a clearly defined share buyback framework. The Board has developed a process with a number of ‘triggers’ set by absolute and relative levels of share price discount over various time periods. Where two or more such ‘triggers’ are activated, the Board formally considers the appropriateness of buying back shares, giving due regard to the relative merits and opportunity costs of doing so on long-term NAV growth. In doing so, the Board remains mindful that periods of share price volatility can coincide with attractive investment opportunities within the portfolio and therefore seeks to balance short-term discount management with the long-term objective of compounding NAV for shareholders. Dividends Dividends payable by HgT are in part determined by the levels of income that are generated by the underlying assets of the portfolio. As deal structures used by Hg have evolved, the level of income generated has trended lower in recent years, albeit it can easily vary from one year to the next. In this context, the Board has in recent years guided shareholders that 5.0 pence per share is a reasonable basis for a dividend ‘floor’. Business Model – Dividends: see page 16 Shareholder information – Dividends: see page 118 Debt facility The final element of the capital allocation policy relates to the use of leverage. HgT maintains a Revolving Credit Facility of £375 million (c.15% of net assets) to support the implementation of the investment strategy. Strategic report Hg’s review Financial statements Corporate governance Further information 11 Annual Report & Accounts 2025 Balance sheet A key role of the Board is to balance considerations of HgT’s future commitments to Hg funds, balance sheet and cash position, while maintaining a clear focus on risk. This is a continuous cycle of activity which has to adapt to unpredictable events. HgT has invested in upgrading the systems used to manage this process, aligning them with similar tools that Hg uses to manage its own cash-flow forecasting. As a result, the Board benefits from the ability to assess the various scenarios with a greater degree of granularity which should enhance the quality of decision making. As one of the tools used to manage the balance sheet, HgT has a revolving credit facility to support the investment programme and to improve balance sheet efficiency. As a reminder, HgT benefits from an ‘opt-out’ clause within its underlying investment agreements with Hg (please refer to business model on page 16 for further details), which provides a useful risk management tool as the Board seeks to manage and optimise the HgT balance sheet. Impact and sustainability The Board and the Manager, Hg, continue to increase their focus on using sustainability as a value creation tool. We share a firmly held view that not only should the financial returns to shareholders be attractive but they must be delivered in a manner which is consistent with our responsibility to society. As a technology investor, the Board understands the need to ensure that those businesses in which we invest reduce their carbon footprint and contribute to tackling climate change. The UN Principles for Responsible Investment (UNPRI) assessment of Hg’s approach to responsible investment is 5\* (94%) for policies and stewardship and 5\* (97%) for Private Equity, and the Board of HgT meets regularly with the Hg Responsible Investment team to ensure that Hg’s work is well understood and endorsed by the Board. As we have previously reported, Hg launched The Hg Foundation in 2020 – a charitable enterprise which provides funding and operational support to initiatives across Europe, the UK and the US. The Hg Foundation’s goal is to have an impact on the development of those skills and learning most required for employment within the technology industry, focusing on individuals who might otherwise experience barriers to access this education. The Foundation is funded by the Hg management company and its team members. Sustainability: see page 36 of Hg’s review The Hg Foundation: see page 37 of Hg's review Reporting and Transparency The Board continues to look at ways to increase the effectiveness of communications for shareholders. As part of this initiative, HgT has provided trading updates since 2024 post period ends, giving our shareholders earlier guidance on the performance of HgT ahead of the full year and interim results, but after review by the HgT Audit Valuation and Risk Committee (‘AVRC’) and approval by the HgT Board. HgT has also engaged with third-party marketing specialists to increase the scope and reach of its marketing activities in the UK and overseas, where regulations permit. The HgT website and social media presence are frequently reviewed in order to continue to improve our dissemination of information to all shareholders and there are additional initiatives in progress to increase further shareholder engagement. HgT website: hgcapitaltrust.com Board and governance In late 2024 we commenced the process to find a new Non‑Executive Director, and an external search firm was engaged to support the Nomination Committee and the Board in delivering a successful outcome, noting the skills and experience which would be most additive to HgT. We were pleased to announce in July the appointment of Graham Paterson to the Board. Graham is an experienced investment professional with over 25 years' experience in private equity and as a chartered accountant, brings a unique combination of skills and personal strengths that are highly complementary to HgT now, and as we continue to execute our strategy of investing in a portfolio of high-growth private companies in the software and services sector. On appointment to HgT, he joined the AVRC, the Nomination Committee and the Management Engagement Committee. Subject to his election at the Company's 2026 Annual General Meeting (‘AGM’) on 7 May 2026, Graham will take on the role of HgT's Chairman of the AVRC, at the conclusion of that AGM. Strategic report Hg’s review Financial statements Corporate governance Further information 12 Annual Report & Accounts 2025 Concurrent with Graham’s election at the AGM, Richard Brooman, the current Chairman of the AVRC, will retire from the Board after serving HgT for 18 years. Richard’s contribution to the success of HgT has been immense. Over his tenure, the market capitalisation has grown from £239 million to £2.3 billion (as at 31 December 2025). This very visible sign of the success he helped steward does not speak to the countless ways he has worked tirelessly for the benefit of the company and to support his colleagues on the Board. His Board colleagues have all benefited from this wisdom, calmness and thoughtful advice over many years. On behalf of all the HgT stakeholders I would like to extend my deepest thanks to Richard for his many years of service to HgT. Nomination Committee report: see page 108 of the governance section Recent volatility in public market software companies As the Board stated in the trading update released on 6 February, public market volatility increased sharply through the first quarter of 2026, especially in the software sector, sparked by investor concerns about the potential impact of AI on the software industry, coupled with a rotation of capital out of software and into hardware (chips, memory and data-centre build-out). The recent material sell-off in listed software shares and associated volatility has also had a pronounced negative impact on HgT’s share price, which is down 21.1% period to date at 6 March 2026. The recent widespread sell-off seen in the sector has been with little distinction made across the many different players in the space and their respective strengths and weaknesses. Given the scale of the recent dislocation between the share price and the value placed on the assets within the HgT portfolio, the Board considered a number of potential actions to address the discount to net asset value and the full set of tools at its disposal. Following the HgT trading update announced in February, the Board disclosed to shareholders that it had initiated a buyback programme, following the well-established processes HgT has developed to manage such situations. The Board is in constant dialogue with the Manager and its advisers around what proactive steps may be taken to mitigate these situations. While public market multiples (both software and tech-enabled services; US and Europe) are one input to Hg’s valuation methodology, relevant private M&A comparables (‘comps’) form a material input for valuations, reflecting Hg’s model of acquiring full or effective control of the companies within the portfolio. The weightings of these comps for each individual business means the valuation multiples are linked to, but do not fully track, movements in the public markets. Very broadly and depending on the mix of comparables and their relative movements, we see typically 20-40% of the movement in public comparables flow through to the multiples used to value our portfolio companies. The multiples derived from these relevant public and private comps are then applied to the earnings of the portfolio companies, which remain the key driver of valuations and long-term performance. The HgT portfolio businesses have typically grown their EBITDA by 10-15% organically each year, i.e. c. 3% each quarter. In addition, the impact of M&A activity may increase levels of growth in a given period. Despite the recent volatility and seemingly indiscriminate negative sentiment in public markets, HgT’s portfolio companies continue to deliver resilient and profitable organic growth consistent with a “rule of 40” portfolio, while balance sheets remain robust across the portfolio. Notably, Hg’s significant investment in its own AI initiatives is rapidly building momentum and is now driving increased value creation across the portfolio. Furthermore, Hg has a strong track record of generating realisations at premia to carrying value, including during periods of heightened market volatility, with the significant majority of exits taking place in the private markets. Hg’s view remains that AI presents significant opportunities for innovative, product-led, incumbent software companies. Hg has been investing in software for more than two decades and today we are investors and board members in >60 privately-owned software and services businesses, providing us with granular insight into the interactions between SaaS businesses and their customers, informing our view on how AI will diffuse into the real economy. In his recent essay, Matthew Brockman, Hg’s Chief Investment Officer, shares his perspectives on how AI is reshaping software, the opportunity this presents for incumbents and how Hg is working closely with its portfolio companies as they transition to be AI-first businesses: hgcapital.com/insights Prospects Risk across the global economy and geopolitical environment remained elevated throughout 2025 and in early 2026, and notably, in recent weeks, with the latest conflict in the Middle East. In response, the Board has maintained a strong focus on disciplined risk management and scenario planning. While geopolitical developments, cyber risk, foreign-exchange volatility, public-market valuation movements and evolving sentiment toward artificial intelligence are expected to persist in the near term, the underlying performance of the HgT portfolio has remained resilient. Continued organic growth, strong profitability and highly recurring revenues provide a robust foundation for long-term net asset value growth and sustainable shareholder returns. HgT continues to benefit from the quality and consistency of the Hg investment platform. Its repeatable strategy in mission-critical B2B software and technology-enabled services, together with deep operational value-creation capabilities and accelerating AI adoption across the portfolio, supports sustained earnings growth, attractive investment opportunities and ongoing realisation activity. Although short-term valuations may fluctuate with market conditions, the Board believes long-term performance will be driven principally by earnings growth and disciplined capital allocation. Accordingly, notwithstanding continued macroeconomic and market uncertainty, the Board remains positive about HgT’s long-term outlook. Strong portfolio trading, continued access to Hg’s investment opportunities and a consistent focus on value creation position HgT well to deliver attractive and sustainable returns for shareholders over time. Jim Strang Chairman 6 March 2026 Strategic report Hg’s review Financial statements Corporate governance Further information 13 Annual Report & Accounts 2025 Driving AI transformation 20 AI and data in-house specialists >1,600 GenAI projects live across the portfolio >100 AI product builds AI dramatically expands the remit of software. It is a massive expansion of the value pool from the $1tn software market, into the $50tn human labour market. David Toms, Head of Research, Hg 'Six possible things before breakfast': see page 38 AI represents one of the most significant technological shifts in recent times. The speed and manner in which software is developed, and the capabilities of agentic AI, are advancing rapidly. Hg was one of the first private equity managers to understand the value of building an AI-focused in-house team as part of their portfolio operations. 'Everything, everywhere, but not all at once': see page 38 A year ago, conversations about AI in enterprise software centred on co-pilots and personal productivity - promising tools that could make individuals faster. This year, the tone is different. The technology has crossed an invisible line. We are no longer talking about AI assistance; we are talking about fundamentally different operating models that put agents at the core. The gap between early movers and everyone else is widening faster than anyone anticipated. 'Silicon Valley Leadership Summit 2026': see page 38 We are working with many of our forward-looking portfolio companies on two fronts – product and operations - to help them ‘re-found’ themselves and become AI-first Matthew Brockman, CIO, Hg GTreasury, the treasury solutions platform acquired by Ripple last year, is a good example of our Hg Catalyst team working closely with a portfolio company to develop AI. Below, we provide a case study of GTreasury. £30m HgT proceeds 97% uplift to book value $1bn enterprise value | | | | --- | --- | | | | | Fund: | Hg Mercury 4 | | Entry Date: | June 2023 | | Exit Date: | December 2025 | | Cluster: | Tax & Accounting | | Hg ownership: | 78%1 | 1Includes co-investors. Please note all figures related to HgT’s share in GTreasury Founded in 1986 and headquartered in Chicago, Illinois, GTreasury is a leading provider of Treasury Management Software solutions to mid-sized enterprise clients globally, servicing over 1,000 customers across 30 industries and 160 countries. Having tracked the company for more than five years prior to investing, Hg had a thesis around mid-market, cash and treasury management software as part of a secular trend. A focused value creation plan including a full go-to-market transformation and continued product innovation helped Hg to accelerate GTreasury’s growth. The Hg Catalyst team worked with GTreasury to launch GSmart AI, a new agentic product built on top of decades of data and deep domain knowledge. GSmart proactively identifies risks and variances and recommends strategic actions for finance leaders. Previously these were tasks that a human would do after exporting and analysing data from the platform. Now it’s all done by agentic AI software - and customers love it. Hg completed the sale of GTreasury in December 2025 to a US-based strategic buyer, Ripple at a 97% uplift to carrying value, in Hg’s first AI-driven exit. Hg Catalyst is our AI product incubator. It deploys small, senior teams to sit inside portfolio companies and accelerate AI product builds. The focus is on defining narrow workflows with clear success metrics, fast release cycles, and reuse of patterns so each new build is quicker and safer than the last. We operate across the portfolio with a scaled capacity of 80+ engineers, product managers, and designers. This also means a breakthrough in one business can be rolled across the rest of the portfolio in weeks, not quarters. ![image]()![image]()![image]()![image]()![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 14 Manager's update We are already selling AI-first applications to customers across many businesses in the portfolio… they look to trusted, existing providers able to provide integrated new capabilities into established applications, seamlessly linked to years or decades of proprietary data and workflows. Our current budgets show a significant EBITDA benefit from AI initiatives. David Toms Head of Research, Hg 1 iShares Expanded Tech-Software Sector ETF At the start of the fourth quarter of 2025, software sector performance in the public markets (based on the IGV ETF1 that we use as a proxy for the sector) was looking relatively unexciting on a year-to-date basis. The quarterly gyrations smoothed out to leave the sector multiple flat for the year, with earnings showing typical mid-teens growth. By the end of Q4, this dynamic had shifted – not due to changes in forecasts, but because sentiment, and therefore multiples, moved to a more negative position, a shift that has continued into 2026. Focussing first on sector trading, our analysis shows that growth rate expectations for the sector, which have been on a modest but consistent negative trend for around three years, stabilised in Q3 and showed slight improvement in Q4. Indeed, were it not for the shift in sentiment, the tone for 2026 might be erring towards the upbeat. 2026 revenue growth expectations are aligned with the 2025 performance, rather than requiring any acceleration, and the potential for AI-led efficiency gains and addressable market expansion could give room for outperformance in the second half of 2026. Despite this, sentiment (expressed via multiples) has taken an aggressively negative stance. Public markets seem to have concluded that although AI will dramatically expand the range of opportunities that can be addressed by software, none of this TAM expansion will be available to incumbent software companies and instead their existing positions will be eroded. We should be very clear that this is at odds with the evidence we currently see in our portfolio, where our current budgets show a significant EBITDA benefit from AI initiatives. We are already selling AI-first applications to customers across many businesses in the portfolio – typically (though not exclusively) small businesses who, as always, desire minimal friction when it comes to software implementation. They look to trusted, existing providers able to provide integrated new capabilities into established applications, seamlessly linked to years or decades of proprietary data and workflows that customers already understand. For more insights on this topic please visit the Insights page on the Hg website. As we have previously indicated, in any quarter, there are two main factors influencing our valuations: One, valuation change in public comparators, of which we, very broadly, see 20-40% of the impact in any one quarter. Our valuation model is driven partly by such inputs, but also by less volatile, longer-term M&A comparables in the public and private markets. Our multiples are generally directionally similar to US public software indices, albeit more muted (in both directions). However, at times there can be modest divergence, generally reflecting the precise mix of comps that we use and the relative weightings of those. Secondly, growth in earnings. Our companies have typically grown their EBITDA by 10-15% organically each year, i.e. c. 3% each quarter, and approximately double this on an ‘all in’ basis including M&A. The relative pace of both movements (rating changes can be relatively rapid; earnings growth tends to be much steadier) dictates movements in any one quarter, but over time, earnings growth tends to dominate. ![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 15 Abrupt movements in public market valuations can create opportunities for us to exploit what we see as material mispricing opportunities, and we continue to look to capitalise on these through P2P transactions. Luke Finch Head of Client Services, Hg Outlook Looking ahead to the rest of 2026 – public markets are now valuing software companies broadly in line with the overall market, i.e. the long-term c. 50% premium that software has attracted, has faded. This is in spite of sustained superior growth, margins and cash flows. Private markets do not reprice in the same way – we saw similar trends in public markets in 2022, yet throughout that period we continued to generate liquidity from our portfolio at a premium to our holding values, and at a very material premium to public peers. However, should current public market multiples persist, this is likely to cause a further headwind to our own valuation multiples in future periods, as private markets absorb an element of the public market movements. The flipside of this is that abrupt movements in public market valuations can create opportunities for us to exploit what we see as material mispricing opportunities, and we continue to look to capitalise on these through P2P transactions. Our continued investments in AI capabilities and the expansion of our serial chair program position us well to capture the significant opportunities ahead, particularly as agentic AI moves from potential to productivity, in products that are offered to customers across our portfolio. Following the de-rating in listed software companies, we do not believe that public markets currently ascribe sufficient value to the types of mission-critical B2B software businesses in Hg's core clusters. From an investment perspective this creates opportunities. We recently agreed a take-private transaction for OneStream, a US financial software provider, at an attractive valuation for a business with strong growth and a significant margin opportunity. Correspondingly, the public markets currently represent a less attractive route for exits, with sales to strategics and financial sponsors anticipated to remain the primary exit routes in this environment. In the longer term, we expect the market to differentiate those workflow applications that possess domain-specific data, context, and customer trust. Many such applications will retain their own customer relationships and provide agentic capabilities to their customers, materially enhancing their value. Another revenue opportunity is to provide deterministic capabilities as “tool calls” to other AI applications, and in turn to leverage those applications to broaden their own capabilities – taking up the slack for what is, demographically, a shrinking human labour pool. Development and commercialisation of such capabilities has been underway within our portfolio for over two years now, with examples such as Access’s AI-powered payroll and IFS’s partnership with Anthropic: peoplehr.com/en-gb/evo/ai-powered-payroll ifs.com/en/insights/news/ifs-partners-with-anthropic Hg activity over 2025 c.£4.5bn invested >£2.0bn returned ![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 16 Business model and risk framework Hg's private equity ownership model has the potential to create significant value. HgT seeks to capture this upside, whilst operating within a rigorous risk management framework. The Board believes that there is a convincing rationale for directly investing in well-researched private businesses where there is potential for substantial growth in value, notably where there is the ability to work with management to implement strategic or operational improvements. HgT offers a simple and liquid means by which shareholders can invest in unquoted growth companies, while benefiting from an investment company's governance model. Business model To achieve HgT’s investment objective and within the limits set by the investment policy, HgT invests in unquoted businesses managed, and in most cases controlled, by the Manager. From time to time, HgT may hold listed securities in pursuit of its investment policy. HgT is currently invested in >60 companies (as set out on pages 50 and 51 of this report), ranging in size, sector and geography, providing diversification. The Board has delegated the management of HgT’s investments to Hg Pooled Management Limited (the ‘Manager’ or ‘Hg’). Further details of the terms of the management agreement are set out on page 115 of this report. The Manager invests predominantly in unquoted technology and services businesses in expanding sectors and provides portfolio management support. Hg’s review on pages 30 to 58 of this report outlines how HgT’s investments are managed on behalf of HgT. Most of HgT’s investments are held through unique, special-purpose partnerships, of which it is the majority limited partner. Periodically, HgT enters into a formal commitment to invest in businesses identified by the Manager, alongside institutional investors which invest in other Hg Limited Partnership Funds. Such commitments are normally drawn down over three to four years. The institutional investors and HgT invest on similar terms. HgT is usually the largest investor in each Hg fund. The Board has a further objective of keeping HgT as fully invested as is practicable, while ensuring that it will have the necessary cash available when a new investment arises. The Board, on the advice of the Manager, makes assumptions about the rate of deployment of funds into new investments and the timing and value of realisations. However, to mitigate the risk of being unable to fund any draw-down under its commitments to invest, the Board has negotiated a right to opt out of its obligation to fund such draw-downs, without penalty where certain conditions exist. HgT may also take up a co-investment opportunity, directly investing into the business alongside the respective Hg funds (in addition to the investment which it has committed to make). Typically, HgT has no liability to pay management fees on such co-investment and no performance fee incentive is payable to the Manager on realisation (currently 10% of HgT’s NAV is in co-investments). HgT may also offer to acquire or sell a limited partnership interest in any of Hg’s funds, in the event that an institutional investor wishes to realise or purchase its partnership interest. The Board regularly monitors progress across all of the businesses in which it is invested as well as their valuation, the development of the Manager’s investment strategy and the resources and sustainability of the business model. Performance HgT’s aim is to achieve returns in excess of the FTSE All-Share Index over the long term. In the year to 31 December 2025, HgT’s NAV per share increased by 4.0% on a total return basis. The FTSE All-Share Index increased by 24.0% on a total return basis over the period. The share price decreased on a total return basis by 4.9%. NAV per share has grown by 17.0% p.a. compound over the last 10 years and 14.1% p.a. compound over the last 20 years. The share price has seen broadly similar performance growing by 18.9% p.a. compound over the last 10 years and 14.1% p.a. compound over the last 20 years. All of the above returns assume the reinvestment of all historical dividends. The Board and the Manager aim to continue to achieve consistent, long-term returns in this range. HgT is not managed so as to achieve any short-term performance relative to any index. The Board also compares HgT’s NAV and share price performance versus other comparable indices with similar characteristics. Dividend HgT aims to achieve growth in the net asset value per share and in the share price, rather than to achieve a specific level of dividend. Furthermore, the ability of HgT to pay dividends is very much influenced by the capital structures of the transactions entered into by Hg and by income received on any liquid resources held subject to investment. The Board has indicated that it currently believes 5.0 pence per share, over the full year, to be a reasonable level for a floor. The Board is recommending a final dividend for 2025 of 3.0 pence (2024: 3.5 pence) which brings the full year dividend to 5.0 pence, following the interim dividend of 2.0 pence. The Board keeps the dividend objective of HgT under regular review and will communicate, to shareholders, further guidance on the dividend when it is practicable to do so. Investment trust status As HgT is constituted as an investment trust and its shares are listed on the London Stock Exchange, it can take advantage of tax benefits available to investment trusts. This allows HgT to realise investments from its portfolio without liability to corporation tax. The Board intends to retain this status provided that it is in shareholders’ interest so to do. It is important to note that HgT, in order to qualify for continuing investment trust tax status, may retain no more than 15% of its taxable income, in any given year. Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 17 Going concern HgT’s business activities, together with those factors likely to affect its future development, performance and financial position are described in the Board’s Strategic Report and Hg’s Review. The financial position of HgT, its cash flows, liquidity and borrowing facilities are described in the Strategic Report. The Directors have considered the FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting and believe that HgT is well placed to manage its business risks successfully. The Directors review cash flow projections regularly, including important assumptions about future realisations and the rate at which funds will be deployed into new investments. The Directors have a reasonable expectation that HgT will have adequate resources to continue in operational existence for at least the next 12‑month period from the date of approval of this Report and to be able to meet its outstanding commitments. Accordingly, they continue to adopt the going concern basis in preparing these results. Longer-term viability statement In line with provision 36 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of HgT over a period longer than the twelve months required by the ‘Going Concern’ provision. The Board believes that the appropriate period over which to assess HgT’s viability depends on several factors, the outstanding investment commitments in particular, therefore, the Directors evaluate these on an ongoing basis. However, since HgT’s objective is to provide shareholders with consistent, long-term and sustainable returns, the Board believes that it should assess the viability of HgT over a minimum of five years. Therefore, the Directors have elected to assess HgT’s viability over the five-year period ending December 2030, because the current commitments, at year end, run until 2030. The key underlying assumption we make is that HgT’s business model remains broadly unchanged and HgT continues to invest in unquoted businesses acquired by Hg. Assessment of prospects •The Board has assessed HgT’s prospects and long-term viability, taking into account: •HgT’s position with reference to the business model (a description of which can be found on page 16); •the balance sheet, cash flow projections (including the key underlying assumptions), and availability of funding. As at 31 December 2025, including cash on the balance sheet and the undrawn facility available at that time, HgT had available liquid resources of £368 million, 14% of the NAV; •HgT’s outstanding commitments (see page 44); and •the principal risks and uncertainties including: macro-economic, performance; regulatory; operational; financial; liquidity; and borrowing, detailed on pages 18 to 21 of the Strategic Report. Assessment of risks As part of the Risk Management Framework (described on page 102), principal and emerging risks and uncertainties are routinely subject to a comprehensive review by the Audit, Valuation and Risk Committee and the Board. Managing risk is fundamental to the delivery of HgT’s strategy, and this is achieved by defining HgT’s risk appetite and managing risks within that appetite, particularly those that could threaten its business model, future performance, solvency, valuation, liquidity or reputation. Of the identified risks, the following are the most important to the assessment of viability: availability of capital; performance of underlying portfolio companies; the timing of deployment or exits; political and macro-economic uncertainty and their impact on the markets. Principal risks: see page 18 to 21 Stress testing The Directors of HgT regularly stress test the portfolio and its cash flows and review and challenge the sensitivity of the business model against the principal risks which are likely to have an adverse impact on HgT. This is done by reviewing: •sensitivity to equity price risk. The impact of 1x reduction in EV to EBITDA multiple applied to unquoted investments, as well as mitigating actions, details on page 74 to 75 in Note 19 to the financial statements; •HgT’s financial position. The Board discusses updated base case and downside scenarios for cash flow projections at every Board meeting. These scenario analyses take into account available liquid resources, including the bank facility, pipeline of new investments, existing and expected commitments, and the potential timings of new acquisitions and exits, and model their impacts on HgT’s financial position over the coming five years; and, •Scenario stress and reverse stress tests. The scenarios, rooted in our principal risks, model significant impacts on HgT’s liquidity and its ability to continue to invest and operate in line with its business model. The Board regularly considers the results of stress and reverse stress testing and a detailed explanation of the four scenarios that were tested is included on page 103. The results of these tests indicated that the risk of the circumstances described in these scenarios occurring and impacting HgT’s viability remained low. The review also found that the reverse stress tests were deemed to be sufficiently improbable and posed a low likely risk of impact to HgT’s viability and medium-term resilience. Assessment of viability Based on the Board’s assessment, the Directors have a reasonable expectation that HgT will be able to continue to operate and meet its liabilities, as they fall due, over a five year period ending December 2030. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 18 Principal and emerging risks and uncertainties During 2025, the Board has continued to operate a comprehensive Risk Management Framework to assess the principal and emerging risks facing HgT. Managing risk is fundamental to the sustainable long-term delivery of HgT’s strategy and this framework provides objective support for Board decisions, as they relate to performance, capital structure, liquidity, valuation and business model. Information about the work undertaken by the AVRC to prepare for the upcoming change in requirements to reporting on risk management and the internal controls framework under Provision 29 of the UK Corporate Governance Code can be found on page 102 of this report. AVRC Report – see page 102 The Risk Management Framework is dynamic and used by the AVRC to assess the probability and likely impact of principal risks, to ensure that HgT operates within a defined risk appetite for each category, and that focus is maintained upon those risks which require attention, prioritising mitigating actions from both HgT and Hg. The risk register is regularly stress-tested, providing assurance that the performance of HgT is insulated, as far as practical, from exogenous factors in the operating environment. During the first half of the year, public markets experienced two of the most volatile quarters in recent history and the macroeconomic environment remained challenging, with ongoing global geopolitical uncertainty. More recently, the prospect of AI disruption and uncertainty for software business models more generally has caused significant volatility in the share prices of listed companies in the sector. Despite these challenges, the underlying demand drivers for software solutions remain robust, and the resilience of HgT’s portfolio continued to be demonstrated. The Board and AVRC do not expect any material first-order impact on the HgT portfolio from US tariffs, but there is a risk that a combination of geopolitical challenges, fiscal tightening, supply chain constraints, and cost increases, cause broad economic challenges (e.g. on inflation and growth). Meanwhile, valuation risk can arise from meaningful valuation shifts in companies we use as comparators, where they are used as inputs in our own model. Our multiples are generally directionally similar to US public software indices, albeit more muted. A return of shareholder activism has been noted by the Board and is being closely monitored. However, while the overall business environment remains challenging, the core attraction of the software sector remains its ability to deliver sustainable earnings growth through a variety of market environments. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 19 HgT considers the principal risks to be in four main categories: Investment Risk the risk to HgT that inappropriate investment or realisation decisions reduce the returns made. Financial Risk the risk that HgT’s valuation, liquidity or resources are insufficient to allow HgT to invest. Operational Risk the risk of changing regulation: failure of Hg’s processes and internal control systems and underlying performance. External Risk the risk of adverse macro-economic, regulatory or geo-political change or participation from external actions such as activist shareholders. | | | | | | --- | --- | --- | --- | | | | | | | Potential risk | Potential impact | Mitigations                                                                                                                                                      Trend/Appetite | | | | | | | | Investment | | | | | Investment Performance Risk that poor investment selection and monitoring by the Manager, or other factors, lead to underperformance against the investment case of the underlying portfolio companies. | •Reduction in NAV •Reduction in share price •Reputational damage | •Hg’s clear investment strategy focusing on technology and services and investing with proven domain knowledge and execution capabilities •Capital deployment is rigorously determined by the Hg Investment Committee •Portfolio performance is reviewed regularly by Hg’s Realisation Committee comprising experienced investment professionals and by the HgT AVRC •Hg’s Value Creation Team comprises a deep bench of functional experts driving growth and business model optimisation across the portfolio to drive performance | | | Exposure solely to technology Risk that technology-focused investment strategy could lead to relative underperformance and/or increased volatility if sentiment towards the sector turns negative. | •Reduction in NAV •Reduction in share price | •The Hg portfolio is concentrated by design, yet is diversified by its end-users and is considered a defence against an ageing workforce, lack of productivity and ultimately, economic downturns •Hg’s dedicated research team analyses how data and technology affect current and future investment opportunities and market trends •Hg is committed to investing in companies exhibiting specific business model attributes, believing such businesses will perform through the macroeconomic environment and market cycle (business critical need delivered as software or service; subscription or repeat revenue model; intellectual property (“IP”) protections providing higher margins; fragmented customer base) •Hg’s investment in its value creation team and specifically in Hg Catalyst to take advantage of AI initiatives | | | Financial | | | | | Valuations Risk that inaccurate valuations would lead to a misleading NAV and/or inaccurate financial reporting. | •False market in HgT shares •Reputational damage •Reduction in share price •Constrained access to capital | •Valuations are prepared by Hg in accordance with IPEV guidelines and reviewed by HgT's AVRC •Hg’s Valuation Committee, independently chaired, reviews valuations quarterly •The auditors, both of the Hg funds and HgT, review the valuations and methodology as part of their audit procedures •HgT's AVRC reviews and cross-checks valuations against a broad range of objective valuation methodologies | | | Liquidity & commitment Risk that insufficient liquid resources are available to make investments or capacity is insufficient to underwrite future commitments to Hg funds. | •Reputational damage •Missed investment opportunity •Reduced NAV growth •Reduced shareholder return | •Borrowing structures and cash flow forecasts are considered at each HgT Board meeting •An additional £375 million of liquidity is available through a bank facility, of which £36 million was drawn as at 31 December 2025 •When its shares trade at a premium, HgT could choose to issue new shares •Option to execute secondary sales of HgT's stake in one or more Hg funds •An opt-out facility is available where certain conditions exist across all investing funds | | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 20 | | | | | | --- | --- | --- | --- | | | | | | | Potential risk | Potential impact | Mitigations                                                                                                                                                      Trend/Appetite | | | | | | | | Operational | | | | | Regulatory, legal & tax Risk that regulation changes affect investment trust status and/or that other changes in legislation, regulation or government policy could influence the decisions of investors. | •Increased corporation tax, leading to an adverse impact on valuation •Reduction in share price •Lack of adherence to regulation leading to reputational risk | •Hg monitors the relevant key variables to ensure compliance with sections 1158 and 1159 of the Corporation Tax Act 2010 and preserve HgT’s investment trust status, which is confirmed by Hg at each meeting of the Board •Regular compliance and risk reviews are reported to the Board by the Manager’s compliance team •The Investor Relations team and HgT’s external advisers engage with stakeholders and provide updates to the Board on legal and regulatory developments | | | Manager & third-party providers Risk that control weaknesses of the Manager and/or third-party providers, lead to poor performance or non-compliance with regulations. | •Reputational damage •Reduced shareholder returns | •The Manager is regulated and supervised by the FCA •The Manager has controls in place, including those related to investment decisions; portfolio reviews; recruitment, training and promotions; financial performance and payments; protection of client assets; compliance; regulation •The Board of HgT and its auditors regularly review these processes and controls •Annual independent assurance report (e.g. AAF) reviewed by HgT’s Board | | | Key personnel Risk that Hg is unable to recruit, develop and retain key people, leading to a decline in investment performance. | •Could impair the Company’s ability to deliver its investment strategy and meet its external obligations •Investment performance may suffer | •Dedicated People Team and established performance, reward, and employee wellbeing schemes to attract and retain key individuals, including through the use of long-term incentives such as performance fees •Hg fosters a positive culture in a cognitive and ethnically diverse environment •Succession planning and development of investment executive talent a key focus for People team | | | Cyber security & fraud Risk of cyber attack, data loss or fraud at Hg and portfolio companies. | •Loss of or lack of control over data due to cyber attacks •Reputational damage •Regulatory sanction •Value loss | •Increased investment in the portfolio cyber security team which assesses the cyber-security risks of acquisitions and monitors cyber security across Hg and the portfolio companies and mandates improvements •The Privacy, AI & Security Committee, co-Chaired by Hg’s Head of Compliance & Risk and Hg’s Data Privacy SME, seeks to ensure Hg maintains appropriate processes, procedures and controls to protect its data •Depositary oversees custody of investments and cash in accordance with AIFMD | | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 21 | | | | | | --- | --- | --- | --- | | | | | | | Potential risk | Potential impact | Mitigations                                                                                                                                                      Trend/Appetite | | | | | | | | External | | | | | Political & macro-economic uncertainty Risk arising from macro-economic shocks, geo-political instability, conflict and pandemic events. | •Portfolio companies suffer revenue declines •Reduction in valuation of portfolio investments •Disruption to capital markets •Earnings multiples of listed companies applied to valuations might be adversely affected | •Hg’s portfolio is diversified by end market and geography, with the majority of revenues derived from subscription-based recurring revenues for non-discretionary technology-led services •The Manager remains focused on the various issues which may need to be addressed, including: – reduced availability of credit to fund future investments – regulation, marketing, trade and foreign exchange movements •These are regularly monitored by the Board of HgT, considering a range of downturn scenarios/stress tests in our business planning •Operational performance, valuations and investment deal flow have shown resilience to pandemic disruptions | | | Foreign exchange Risk of foreign exchange movements affecting investments made in currencies other than Sterling. | •Reduction in shareholder returns | •The Board of HgT regularly monitors currency fluctuations •The Hg treasury functions hedge currency exposure and actively mitigate currency risk where appropriate •The revolving credit facility permits drawdowns in each of the three currencies | | | Shareholder Activism Risk that activist investors target the investment trust at a wide discount to NAV and make use of that concentrated minority position to demand radical changes to the Trust such as changes to investment strategy or force liquidations. | •Forced liquidation or restructuring of the Trust •Replacement of Board or Manager •Other mandate changes against general wishes of long-term shareholders | •Hg has implemented a Capital Allocation and Share Buy-back policy which dictates the Board’s dedication to shareholder value and the actions available to the Board in instances of a wide discount to NAV. •There are structural protections inherent in the nature of HgT, namely that Hg is the Manager of each underlying partnership in which HgT is invested and investors cannot be transferred out of these vehicles without Hg consent, which prevents forced liquidation of HgT positions. •Hg monitors the shareholder base of HgT and reviews all new entrants to the shareholder register which enables monitoring of potential activist shareholders building a position in HgT. •HgT has implemented an Activist shareholder plan which can be enacted by the Board in a live scenario. | | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 22 Environmental, social and governance matters For HgT, responsible investing means growing sustainable businesses which are great employers and good corporate citizens, whilst also generating superior risk adjusted returns for our shareholders. The Board fully supports the Manager’s approach to responsible investing and the way in which Hg has embedded ESG considerations throughout the investment process. Environmental Hg, the Manager, is committed to zero emissions by offsetting its entire carbon footprint. It is a certified Carbon Neutral company, and has been carbon neutral since 2019. Hg also works with the portfolio companies to help measure, manage and improve their carbon emissions and energy efficiency. By seeking a controlling stake in most of Hg’s investments, the Manager can make a meaningful contribution in supporting portfolio companies to promote positive environmental change. Hg’s Carbon Footprint Report hgcapital.com/responsibility As a closed-ended investment fund, HgT is exempt from complying with the Task Force on Climate-related Financial Disclosures (‘TCFD’) or producing a non-financial and sustainability information statement; however, the Board fully recognises the impact climate change has on the environment and society and endorses Hg’s TCFD framework, Sustainability Policy, and Responsible Investing Report. Hg's Responsible Investing Report hgcapital.com/responsibility Climate change risks We believe that by understanding and managing the emerging risks and opportunities that arise from climate change we can enhance our investment decisions. Social Social responsibility The Board recognises that HgT has a responsibility to its shareholders, stakeholders and the wider society. The Board believes that responsible business practices help generate superior long-term performance and therefore, fully endorses Hg’s Responsible Investment Policy, which sets out Hg’s approach to the identification and management of sustainability and ESG related risks and opportunities throughout investment activities, including the management of the investee companies. Responsible investing is embedded across the entire investment cycle, from deal screening and due diligence to ownership and exit. Hg has been a signatory of the UNPRI since 2012 and the Board has welcomed Hg’s continuing commitment to set ambitious goals for various aspects of ESG matters, including social responsibility. Further details on how Hg integrates responsible investing into the investment process can be found in Hg’s Sustainability Report 2024/2025. Employees, human rights and community issues HgT has no employees and a very limited direct impact on the environment. HgT aims to conduct itself responsibly, ethically and fairly and has sought to ensure that Hg’s management of investments takes account of social, environmental and ethical factors where appropriate. Consequently, the requirement to provide information about employees, human rights and community issues, including information in respect of any of its policies in relation to these matters and their effectiveness, does not directly apply to HgT. Modern slavery HgT has no employees of its own and the Directors are satisfied that, to the best of their knowledge, its Manager complies with the provisions of the UK Modern Slavery Act 2015. Governance The role of the board is to promote the long-term sustainable success of HgT, generating value for our shareholders. This includes HgT’s Board overseeing the governance framework and being ultimately responsible for compliance with applicable legal and regulatory requirements, HgT’s external reporting and communications with the shareholders and other stakeholders. Considering the implications of decisions on HgT’s stakeholders is an integral part of the Board’s decision-making process. Some of the key decisions the Board took this year, their implications on HgT’s stakeholders and their outcomes are described below. The Role of the Board: page 90 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 23 Purpose The purpose of HgT is to deliver consistent long-term returns in excess of the FTSE All-Share Index by investing predominantly in unquoted companies where value can be created through strategic and operational change. HgT provides shareholders with listed exposure to a fast-growing network of unquoted investments, not otherwise available to its shareholders. HgT’s values focus on transparency and clarity in its reporting, constructive challenge in maintaining a strong relationship with the Manager and mitigating avoidable risk. Culture By formally identifying the important elements of HgT’s culture, the Directors can assess and monitor the culture and ensure that it remains well aligned with HgT’s purpose, values and strategy in the pursuance of the long-term sustainable success of HgT. HgT's culture: page 90 Diversity The Board recognises the value of both identity and cognitive diversity to ensure that varied perspectives are considered when making decisions and to achieve that, HgT seeks to attract Directors with diverse outlooks and experience. The Board's Diversity and Inclusion Policy includes objectives and principles HgT follows when recruiting new Directors, to make sure that diversity in all its forms is encouraged and embedded in the new Director search process. The Board’s Diversity and Inclusion Policy: page 108 HgT is pleased to have met the target of the FTSE Women Leaders Review to increase the number of women on Boards in all FTSE 350 companies and as at the end of the year we have 43% female and 57% male representation on our Board. We expect that following the 2026 AGM, the gender balance will be 50% female and 50% male. One of our two senior positions on the Board is held by a woman, with Erika Schraner serving as HgT's Senior Independent Director. The Board constitution of HgT is compliant with the recommendations of the Parker Review at the end of the financial year, with 14% ethnic representation on the Board. In accordance with Listing Rule 6.6.6R(9), the Board is required to disclose on a 'comply or explain' basis whether it has met the following targets: (i)    at least 40 per cent of the Board should be women; (ii)    at least one of the senior board positions should be held by a woman; and (iii)    at least one member of the Board should be from a minority ethnic background. As described above, the Board is pleased to report that HgT has met each of these targets. The information presented in the following tables was collected on a self-reporting basis, and the Board members were asked to complete them, based on how they identify. Gender representation on the Board as at 31 December 2025 | | | | | | --- | --- | --- | --- | | | | | | | Gender identity or sex | No. Board members | % on the Board | No. senior positions on the Board1 | | Men | 4 | 57% | 1 | | Women | 3 | 43% | 1 | | Not specified/prefer not to say | – | – | – | Ethnic representation on the Board as at 31 December 2025 | | | | | | --- | --- | --- | --- | | | | | | | Ethnic background | No. Board members | % on the Board | No. senior positions on the Board1 | | White British or other White (including minority white groups) | 6 | 86% | 2 | | Mixed/Multiple Ethnic Groups | – | – | – | | Asian/Asian British | 1 | 14% | – | | Black/African/ Caribbean/Black British | – | – | – | | Other ethnic group | – | – | – | | Not specified/prefer not to say | – | – | – | 1 Senior positions on the Board are the Chairman and the Senior Independent Director. HgT is an externally managed investment company with no executive directors, chief executive officer or chief financial officer, therefore, disclosures regarding executive management are not applicable to HgT. We continue to monitor progress on improving the diversity with the Board, which has been in compliance with both the FTSE Women Leaders and Parker guidelines for some years. Jim Strang, Chairman, HgT ![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 24 ![image]()![image]()![image]()![image]()![image]() The Board reviews four separate Key Performance Indicators ('KPI') to assess the success of HgT in meeting its stated objective. Financial performance1 Objective Activities undertaken 1. NAV per Share The value of the portfolio and liquid resources post costs and dividends paid: 5-year annualised return +14% 5-year cumulative return +94% Maintaining historic levels of growth in HgT’s NAV. The Board holds regular discussions both formally and between Board and AVRC meetings in order to monitor the performance of the portfolio. These include: •A rigorous review of valuations •FX and hedging •Fees •Cash, commitments and credit availability 2. Total shareholder return Share price total return assuming all historical dividends have been re-invested: 5-year annualised return +12% 5-year cumulative return +79% Continuing to deliver consistently strong returns to shareholders. The Board regularly reviews the marketing and IR functions of HgT with the Manager to continue to provide transparent and clear reporting. These include: •Shareholder views •Market performance •Volumes and liquidity •Share price discount to NAV 3. Portfolio performance2 Trading performance of the portfolio companies: 5-year average sales growth +24% 5-year average EBITDA growth +25% Ensuring underlying portfolio companies continue to grow at attractive rates. The Board regularly reviews the performance of the underlying portfolio companies and meets with the deal executives to focus in detail on particular businesses and ‘clusters’.3 4. Balance sheet3 Commitment Coverage Ratio: Sum of available liquid resources (including credit facility) divided by total undrawn commitments 5-year average 0.40x Ensuring HgT’s balance sheet is optimally structured to support investment activity and future growth in NAV. The Board holds regular meetings with Hg to review the cash, commitments and availability of credit in order to optimise the balance sheet and ensure sufficient capacity to underwrite future commitments. 1 Alternative Performance Measure ('APM'), please see the definition of the APM's in the glossary on pages 121 to 122. 2 From Q1 2025 HgT has reported all trading data on investments held by HgCapital Trust plc (100% Hg portfolio), calculated on a weighted basis, based on the respective gross valuations of the underlying companies within the portfolio. 3 HgT can opt out of a new investment without penalty, should it not have the cash available to invest. Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 25 ![image]()![image]()![image]()![image]() In addition to the KPIs the Board also reviews risks and governance in meeting its stated objective. Risk management and governance 1. Key risks Key risks are identified via the comprehensive risk management framework and process adopted by HgT. Overall risk management is a continuous process where principal and emerging risks are identified and suitable mitigating actions agreed and tracked by the Board. The key risk which remain outside of appetite and direct control is the elevated political & macro-economic uncertainty. See page 21 Ensuring a rigorous risk management process is in place and that key risks are identified, monitored and suitable mitigating actions are undertaken. The HgT AVRC supports the Board in the creation of a strong risk management framework to provide a robust assessment of principal and emerging risks facing HgT. Please refer to page 16 of this report 2. Governance Ensuring strong governance and operating in a socially and environmentally responsible manner. By implementing strong and transparent governance practices, the Board ensures, not only the effective and proper administration of HgT, but also that Hg, as manager, acts and behaves in a socially and environmentally responsible manner across all its operations. Ensuring HgT is managed to the highest standards of governance and that HgT's affairs are conducted in a socially and environmentally responsible manner. The Board recognises HgT’s responsibility to its shareholders and the wider society and endorses Hg’s policy to invest in a socially responsible manner. The Board meets regularly with the Head of ESG at Hg to monitor this. Objective Activities undertaken Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 26 Directors’ duties Our Section 172(1) statement describes how the Board has, in performing its duties over the course of the year, had regard to the matters set out in Section 172(1) (a) to (f) of the Companies Act 2006 ('the Act'). Fulfilling Directors’ duties under section 172(1) naturally supports HgT in achieving its investment objective and making decisions in a responsible and sustainable way. During the year, the Directors consider that they have acted in a way that they consider, in good faith, would most likely promote the long-term success of HgT for the benefit of its members as a whole, with due regard to the likely consequences of any decisions in the long term, the interests of our shareholders and other stakeholders, as required by the Act. More information on how the Board fulfilled its duties under the Section 172(1) can be found in this Report: | | | | | --- | --- | --- | | | | | | Section 172 matter | More information can be found in the following sections: | | | The likely consequences of any decision in the long term | | Business model and risk framework: page 16 Sustainability: page 36 | | The interests of employees | HgT is an investment trust with no employees; instead, below we describe how the Board engages with the Manager and its key service providers | | | Fostering HgT’s business relationships with suppliers, customers and others | | HgT's MEC Report: page 106 How HgT engages with its stakeholders: below | | The impact of operations on the community and the environment | | Sustainability: page 36 | | Maintaining a reputation for high standards of business conduct | | The Role of the Board: page 90 Sustainable Framework and Hg's Responsible investment: page 36 | | Acting fairly between members of HgT | | How HgT engages with its stakeholders: below | How HgT engages with its stakeholders The Board seeks to understand the needs and priorities of the different stakeholder groups – and these are taken into account in Board’s discussions and form part of the decision-making process. How the Board engages with each of HgT’s stakeholder groups is described in the following table. | | | | | | --- | --- | --- | --- | | | | | | | Stakeholders | Why they are important | Board engagement | Outcome | | Shareholders | Continued shareholder support and engagement are critical to the continuing existence of HgT and the delivery of its long-term strategy | Over the years, HgT has developed various ways of engaging with shareholders to gain a deeper understanding of their needs and views. These include: •Annual General Meeting (AGM), where shareholders have the opportunity to meet the Directors and ask questions •Publications: The annual and interim results presentations, as well as quarterly reports and factsheets •Shareholder meetings: The Manager organises Investor Roadshows and meets with the shareholders (2025: 153 meetings), the Chairman also participates in a number of events and meetings representing HgT. All investors are offered the opportunity to meet the Chairman and other Board members •Investor Relations updates: At every Board meeting, the Directors receive updates on share trading activity, share price performance and shareholders’ feedback •Working with external partners: the Board engages external marketing providers, such as investor communications advisors, to obtain a more detailed view on specific aspects of shareholder communications, such as developing more effective ways to communicate with investors | During the year, the Board: •Discussed the feedback and views of our shareholders received at investor calls and our 2025 AGM and consequently, we expanded our quarterly performance updates •Made changes to our annual report to make it clearer and more concise | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 27 | | | | | | --- | --- | --- | --- | | | | | | | Stakeholders | Why they are important | Board engagement | Outcome | | The Manager | The Manager’s performance is critical for HgT to deliver its investment strategy successfully and meet its investment objective | Maintaining a constructive working relationship with the Manager is crucial as the Board and the Manager both aim to continue to achieve consistent, long-term returns. Important components in the collaboration with the Manager, consistent with the Board’s culture, are: •Encouraging open discussion with the Manager •Drawing on the Board Members’ individual experience to provide constructive challenge and advice to the Manager •Willingness to make the Board Members’ experience available to support the Manager in the sound, long-term development of its business, recognising that the sustainability and robustness of the Manager is in the best interest of HgT’s shareholders | The Board: •Completed the annual review of the Manager, details of which can be found on page 106 •Considered and agreed a proposal to extend HgT's direct investments alongside Hg, reflecting the quality of our engagement with Hg, and conviction in Hg’s capabilities •Considered and agreed to re-size the existing commitment to Hg Saturn 4 fund (more on page 10) | | The Company Secretary, the Registrar, the Depositary, the Broker, the AIFM | In order to function as an investment trust listed on the London Stock Exchange, HgT relies on a range of advisers, who support it in meeting all relevant obligations | The Board maintains regular contact with its key external service providers, both through Board and Committee meetings, as well as outside of the regular meeting cycle and their advice, needs and views, are taken into account. In addition, the Management Engagement Committee ('MEC'), tasked with regular reviews of the external service providers, holds formal relationship meetings with HgT’s suppliers | The Board followed the MEC’s recommendations to retain all of HgT’s current essential advisers The Directors carefully considered the various fees paid by HgT, to ensure all appointments remained in the best interests of the HgT | | Lenders | Availability of funding and liquidity are crucial to HgT’s ability to take advantage of investment opportunities as they arise | Availability of funding is critical, therefore HgT aims to demonstrate to lenders that it is a well-managed business, and that the Board regularly focuses on risk and risk management | HgT is beginning to engage with our existing and potentially new lenders to extend the tenure and further increase the Company’s revolving credit facility, further details on the progress are on pages 10 and 44 | | Institutional Investors and proxy advisers | The ongoing support of the major institutional investors and proxy voting agencies is important to the continuity and the reputation of HgT | The Board welcomes the views and recommendations of our investors and proxy voting agencies, as they provide a valuable feedback mechanism and play a part in highlighting evolving shareholders’ expectations and concerns. The Chair, the Manager and the Company Secretary regularly engage with investors and proxy voting agencies to hear their views and answer questions | The Board regularly reviews HgT’s corporate reporting to enhance disclosures that are particularly important to our investors, such as diversity, ESG or succession planning | | Regulators | HgT can operate only with the approval of its regulators, who have an interest in how HgT operates in the market and treats its shareholders | The Board regularly considers how it meets its regulatory and statutory obligations and how any governance decisions it makes can have an impact on its stakeholders, both in the shorter and in the longer term. The Board receives reports from its third‑party providers, including the Investment Manager and the Company Secretary, on the Company’s compliance and considers any inspections or reviews that are commissioned by regulatory bodies | The Board regularly checks that HgT’s policies and procedures remain compliant with all applicable regulations | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 28 Some of the key decisions made in 2025 Examples of the Board’s principal decisions during the year, how the Board fulfilled its duties under Section 172(1) of the Act and the related engagement activities are set out below: | | | | | | --- | --- | --- | --- | | | | | | | Key matters considered | How, in reaching these decisions, the Directors had regard to section 172(1) (a) to (f) matters | How the decision-making process was influenced by our stakeholders | Outcome | | Appointment of Graham Paterson | Continued refreshing of the Board is important to ensure that the HgT’s Board has the right skills, experience, and diversity to deliver our long term strategic plans and ambition | The Board considered the recommendations and expectations of our stakeholders, including the Parker Review panel; our shareholders; best practice; and the views of proxy voting agencies | In July 2025, HgT announced the appointment of Graham Paterson to the Board More details are on page 109 | | Audit tender | The Directors appreciate the role external audit plays in the assessment of the company’s financial statements and its importance to HgT’s stakeholders, as well as HgT’s reputation and long-term financial sustainability | The Directors agreed to undertake the audit tender process one year earlier than required to accommodate the planned leadership change of the Audit, Valuation and Risk Committee Chair. The process of the tender was informed by the FRC’s guidance for best practice, and four reputable audit firms were invited to participate in the tender process | In October 2025, following a thorough audit tender process, the Board decided, subject to shareholder approval at the forthcoming AGM, to retain the incumbent auditors, Grant Thornton UK. More details: p105 | | Commitment to the Genesis 11 and Mercury 5 Funds | The decisions to invest in Hg’s investment vehicles are, by nature, longer-term decisions, and HgT’s Board carefully considers HgT’s liquidity projections, the expected returns and relevant scenario analyses, which model the various factors, including the dividend cover | Consistent with HgT’s strategy and business model, this longer-term commitment cycle supports the long-term growth of the NAV and supports the objective of generating long-term returns for investors | In May and October 2025, the Board agreed commitments of €700m to Hg’s Genesis 11 fund and €300m to Hg’s Mercury 5 fund. Commitments: page 44 | For and on behalf of the Board Jim Strang Chairman of the Board 6 March 2026 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 29 Investment objective and investment policy The objective of HgT is to provide shareholders with consistent long-term returns in excess of the FTSE All-Share Index by investing predominantly in unquoted companies where value can be created through strategic and operational change. Investment policy The policy of HgT is, in summary, to invest in or alongside private funds managed by Hg, which in turn invest in a portfolio of companies, where Hg believes that it can add value through increasing organic growth, generating operational improvements, driving margin expansion, reorganisation or acquisition – to achieve scale. In this way, HgT seeks to maximise its opportunities and reduce investment risk by holding a spread of businesses diversified by end-market and geography. Risk management HgT has adopted formal policies to control risk arising through excessive leverage or concentration. HgT’s maximum exposure to unquoted investments is 100% of the gross assets of HgT from time to time. On investment, no investment in a single business will exceed a maximum of 20% of gross assets. HgT may invest in other listed closed-ended investment funds, up to a maximum at the time of investment of 15% of gross assets. Sectors and markets HgT’s policy is to invest, directly or indirectly, in businesses in which Hg can work collaboratively with management teams to help those businesses achieve their full potential and grow, organically and inorganically. HgT’s investments are focused on a range of specific sub-sectors within the software and technology-enabled business services in industry verticals where Hg can utilise the full extent of its knowledge and experience. The businesses HgT invests in often operate across multiple countries but are substantially headquartered in Europe, with a minority based in North America. Leverage Each underlying investment is usually leveraged, but no more than its own cash flow can support, in order to enhance value creation; it is impractical to set a maximum for such gearing across the portfolio as a whole. HgT commits to invest in new opportunities in order to maintain the proportion of gross assets which are invested at any time, but monitors such commitments carefully against projected cash flows. HgT has the power to borrow and to charge its assets as security. The articles restrict HgT’s ability (without shareholders’ approval) to borrow more than twice HgT’s share capital and reserves, allowing for the deduction of debit balances on any reserves. Hedging Part of HgT’s portfolio is located outside of the UK, predominantly in northern Europe, with a further part in businesses which operate in US dollars. HgT may therefore hold investments valued in currencies other than sterling. From time to time, HgT may put in place hedging arrangements with the objective of protecting the sterling translation of a valuation in another currency. Derivatives are also used to protect the sterling value of the cost of investment made or proceeds from realising investments in other currencies, between the exchange of contracts and the completion of a transaction. Commitment strategy HgT employs a commitment strategy to ensure that its balance sheet is managed efficiently. The level of commitment is regularly reviewed by the Board and Hg. Liquid funds HgT maintains a level of liquidity to ensure, as far as can be forecast, that it can participate in all investments made by Hg throughout the investment-realisation cycle. At certain points in that cycle, HgT may hold substantial amounts of cash awaiting investment. HgT may invest its liquid funds in government or corporate debt securities, or in bank deposits, in each case with an investment grade rating, or in managed liquidity funds which hold investments of a similar quality. If there is surplus capital and conditions for new investment appear to be unfavourable, the Board will consider returning capital to shareholders, probably through the market purchase of shares. Any material change to HgT’s investment objective and policy will be made only with the approval of shareholders in a general meeting. 30 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information Build better, and what you build will last. It will stand stronger, reach further, rise higher. It will endure. Hg is a leading investor in European and transatlantic technology and services businesses. Hg focuses on building transatlantic champions that provide critical services for many thousands of businesses globally. We are a tech investor that has both a strong European heritage and scaled presence across North America. We are investing in the future - helping to progress workplace automation and digitisation trends still in early stages of adoption, set to transform the workplace for professionals over decades to come. References in this annual report and accounts to the ‘portfolio’, ‘companies’ or ‘businesses’ refer to a number of investments held by HgT through its direct investments in fund-limited partnerships (HGT LP, HGT 7 LP ('G7'), HGT 8 LP ('G8'), HGT Genesis 9 LP ('G9'), HGT Genesis 10 LP ('G10'), HGT Mercury 2 LP ('M2'), HGT Mercury 3 LP ('M3'), HGT Mercury 4 LP ('M4'), HGT Saturn LP ('S1'), HGT Saturn 2 LP ('S2'), HGT Saturn 3 LP ('S3') and HGT Saturn 4 LP ('S4'). Hg Pooled Management Limited was authorised as an alternative investment fund manager with effect from 22 July 2014. Please refer to pages 115 to 117 of the 2025 annual report. Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 31 The Hg portfolio, if taken as one company, would be one of the largest and fastest-growing software companies in Europe. Source: Hg analysis >30 years of investment >200 investments primarily in technology and services businesses >60 portfolio companies 6 offices in London, Munich, New York, San Francisco, Paris and Singapore >200 highly regarded institutional investors >$110bn assets under management About Hg HgT is the largest client of Hg and it has been managing HgT’s assets since 1994, offering investors a liquid investment vehicle to gain exposure to Hg’s diversified network of unquoted investments, with minimal administrative burdens, no long-term lock up or minimum size of investment. HgT has the additional benefit of a Board of independent Directors and corporate governance, investing in parallel in Hg's funds on the same financial terms as all institutional investors. Previously the private equity arm of Mercury Asset Management plc acquired by Merrill Lynch in 1997, Hg became a fully independent partnership in 2000, 100% owned and managed by its partners. Hg has worked hard to develop its unique culture and approach – setting it apart from other investors. It is committed to building enduring technology and services leaders that transform how people work, through deep sector specialisation and dedicated, strategic and operational support. Our investments Primarily focused on defensive growth buyouts operating in specific end-market ‘clusters’ worth >$185 billion in aggregate enterprise value, growing faster than the broader economy. Hg predominantly seeks controlling equity buyout investments in businesses headquartered in Europe and North America, often with a global footprint and customer base. See our Investment Strategy on page 32 The power of the portfolio The Hg approach and strategy creates a natural environment for knowledge-sharing, with a network effect to drive best practices and value creation initiatives. We believe in collaboration and the ‘power of the portfolio’. Hg invests repeatedly in specific business models, with a dedicated Value Creation Team that has been able to develop an approach to drive value creation during Hg ownership. See The power of the portfolio on page 35 Overview Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 32 Investment strategy One strategy across a diverse size range Lower mid-market Typical deal equity requirement of >€100m Mid-market Typical deal equity requirement of >€500m Upper mid-market Typical deal equity requirement of >€1bn A specialised focus on long-term success Hg’s investment thesis is built on a fundamental conviction: technology and services will continue to transform professional productivity for decades to come. Consider the evolution across professional services – doctors, lawyers, accountants, auditors, compliance officers, insurers, HR professionals. Each of these sectors will continue to experience a profound shift in how work gets done. From the advent of personal computing to industry-specific software, from SaaS delivery models to the proliferations of AI tools, technological advancement and specialised services are reshaping professional work in waves that take decades to fully materialise. This long-term transformation sits at the heart of Hg’s strategy. The firm takes a decades-long view on these trends, carefully studying how different sectors adopt and benefit from new technologies. Through analysing hundreds of thousands of businesses, Hg has developed deep expertise in identifying which providers are best positioned to lead this change. But identification is just the beginning. Hg’s real value comes from its ability to partner with these selected businesses, applying its accumulated knowledge and operational expertise to help them scale. This approach – combining sector specialisation, long-term perspective, and hands-on value creation – has established Hg as a leading investor in European and Transatlantic technology and service businesses that are transforming how professionals work. ‘Sweet-spot’ business models and AI readiness Hg has a clear and robust business model, focused on long-term, consistent and defensive growth, predominantly through investment in buyouts located throughout Europe and North America. We seek companies which share similar characteristics, often providing a platform for merger and acquisition (M&A) opportunities. Hg sees AI as a transformative opportunity, particularly for businesses that automate professional workflows. We focus on companies with proprietary, non-replicable data that we anticipate will provide durable competitive advantage and enhances model performance. Crucially, AI must be embedded at the core of the product - not layered on - to deliver meaningful efficiency gains and clear differentiation. We also prioritise proven customer adoption, favouring production-ready solutions with paying users and a measurable share of AI-enabled bookings. In mission-critical, regulated environments, accuracy is paramount and tolerance for error is minimal. Businesses that combine defensible data, deep workflow integration and high reliability are best positioned to generate sustained AI-driven value. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 33 Deep knowledge and networks within our end-market 'clusters' Through its focus on technology and services, Hg has developed a collective expertise and a deep understanding of several end-market clusters. Hg is not constrained by top-down asset allocation and applies a rigorous approach when evaluating all investment opportunities. The objective is to pursue investment theses supporting long term growth, leveraging its expertise working in these sectors, implementing initiatives designed to maximise organic expansion, as well as through M&A, over typical hold periods of approximately five years. Hg has a unique approach and strategy, with a focus on achieving scale in these tightly defined ‘clusters’ of expertise. This specialisation helps us to build deep know-how. This flexible approach means that, at any given time, the Hg portfolio is likely to comprise around 60 technology and services businesses with similar characteristics, but of different sizes and maturity profiles. Hg’s offices in North America enhance the ability to crystallise and develop transatlantic investment opportunities, manage existing investments and make bolt-on acquisitions, as well as continue to engage with – and ultimately sell – portfolio companies to North American trade buyers. Hg’s position as one of Europe’s leading software investors is enhanced by its US footprint. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 34 ![image]()![image]() Our team With investment offices across Europe, Asia and North America, Hg has a diverse and exceptionally talented team that pride themselves on an impressive and consistent track record, generating strong returns across market cycles. This has been achieved by staying innovative, striving to constantly improve and evolving the firm whilst maintaining Hg’s unique culture. Our culture is at the core of what makes Hg a high performing firm. When it comes to complex decision making, originating new ideas and determining strategy, it is critical to have a team contributing different insights, perspectives and information. We prioritise cognitive diversity and foster belonging through active engagement initiatives including employee engagement surveys, our Culture Committee, and structured mentoring programmes. We're committed to elevating potential through comprehensive talent development whilst creating meaningful impact through our Foundation's education and employment-based programmes. We also look to foster diversity and inclusion in the wider investment ecosystem and we are a proud partner of Level 20, SEO’s Alternative Investment Programme, 10,000 Black Interns, Bloss.m and LGBT Great. All of these are not-for-profit organisations aligned around a common vision to inspire and support more under-represented groups to join our industry. Hg’s key staff: hgcapital.com/team Hg's diversity and inclusion report: hgcapital.com/life-at-hg/diversity-and-inclusion Our Culture Committee remains central to fostering belonging and harnessing cognitive diversity across Hg. Combined with our focus on engagement, mentoring, and talent development - plus the Hg Foundation's community impact work - we're building a culture where different perspectives drive better outcomes. Tara Johnson Chief People Officer, Hg c.430 team members >250 investment, portfolio, and other professional management executives >35 nationalities Having different types of people around the table fundamentally changes how we source deals, ask broader and better questions, and challenge the assumptions that underpin conventional thinking. This leads to better investment decisions and superior business performance - the more complex the challenge, the greater the advantage we create. Nic Humphries Senior Partner, Hg ![image]()![image]()![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 35 Value creation and the power of the portfolio >60 senior Hg operational specialists >$125m of annual cost savings for our portfolio from Hg's collective deals >1,600 GenAI projects live across the portfolio >80 C‑suite and board placements led by in‑house talent team over last two years With our focused yet scaled portfolio, we have a unique opportunity to provide deep, systematic support to management across all the key value creation levers that Hg’s experience is able to provide, across all the businesses in which we invest. This is particularly powerful when confronted with a platform shift like GenAI and we have a unique ‘GenAI Laboratory’ across more than 60 innovative companies to unlock the potential. Christopher Kindt Head of Value Creation, Hg Our focus From sharing best practice and resources, through to tailored teams of technical experts, we work closely with the companies in which we invest to ensure that they gain the tools and guidance required for business success: Every company gets access to the operational experts, project execution resources, intellectual property ('IP') and third party networks, with the nature of support taking a variety of forms including: •direct support, co‑owning and driving specific initiatives to help the business deliver value more quickly •utilising experienced industry experts to mentor senior executives, helping them to build more scalable functions •introducing management teams to their counterparts in other Hg portfolio companies which have faced comparable challenges Value creation We work with our portfolio management teams to drive impact, by identifying opportunities systematically through benchmarks and diagnostics, helping prioritise and build robust value creation plans, and then establishing and executing rigorous impact projects. Our >60 functional experts deploy proven practice playbooks alongside a network of trusted execution partners. Serial Chairs partner directly with portfolio CEOs to own the value creation lifecycle, supported by Value Creation Directors who coordinate resources and drive execution. hgcapital.com/working-together The Hg portfolio community One of the most powerful ways in which we drive transformation and value creation is through comprehensive peer-to-peer collaboration and systematic operational engagement. Through our online platform, Hive, and an extensive programme of specialist events, Hg provides access to leading-edge IP and resources, along with opportunities for best practice sharing and problem solving. By bringing together portfolio leadership through over 100 virtual events per year and annual in-person forums for C-suite executives across the UK, Europe and North America, our engagement programme maximizes the impact of Hg's investment focus and scale. These initiatives deliver targeted value creation support to portfolio management teams, leveraging our collective expertise and industry insights to drive meaningful transformation across the portfolio. Hg’s suite of AI products and services for Portfolio Company operations Retina is Hg’s suite of AI products and services, giving companies rapid access to data & AI capabilities without complex investment. It spans BI, GTM decisioning and AI‑driven M&A, distilling know‑how from >60 companies (> $185bn EV). Powered by 20 in‑house experts and 50+ specialist consultants. hgcapital.com/retina Hg’s incubator for customer‑facing AI products Hg Catalyst, our dedicated AI incubator, accelerates the velocity and quality of AI product innovation for our portfolio. Catalyst brings a scaled capacity of 80+ elite AI engineers and advisors from leading labs (e.g., Anthropic, OpenAI) to launch production‑ready AI months faster while reducing risk and raising quality. Since launching in 2025, Catalyst has supported 15+ AI product launches yielding up to 40%+ bookings uplift. ![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 36 Sustainability Our clients entrust us with more than their capital – they're counting on us to deliver exceptional returns while protecting their legacy through responsible stewardship. We don't just manage money; we honour the confidence placed in us by upholding high sustainability standards throughout the entire investment process. Steven Batchelor Managing Partner & Co-CEO, Hg UNPRI ratings – 5 out of 5 stars: for PE (97%) for Policy, Governance and Strategy (94%) Confidence building measures (100%) $40m donated via The Hg Foundation since 2020 45 Employee Net Promoter Score workday.com Materiality A materiality assessment is a process in which a company identifies sustainability and broader emerging issues that are most important to its business and stakeholders given its operating context. We published our first formal materiality assessment in 2022. In 2025, we took it further. Our updated assessment embraces ‘double materiality’ looking at key sustainability topics through both impact and financial lenses, aligning with the Corporate Sustainability Reporting Directive. Our materiality assessment is founded on an extensive review of primary and secondary information, combining multiple perspectives: •Direct conversations with those who know Hg best engaging key stakeholders across our organisation, portfolio and external partners through focused interviews and surveys •Learning from others reviewing best practices from both private equity peers and major technology players •Listening to broader voices using external media scanning to capture wider perspectives Companies that are well governed don’t just avoid problems - they create competitive advantages by reducing costs, inspiring their teams, strengthening stakeholder relationships, and ultimately building resilience. Simply put, sustainability isn’t just an add-on to business success - it’s a foundation that makes it possible. Caroline Löfgren Chief Sustainability Officer, Hg Embedding Sustainability into our Investment Process Sustainability topics are embedded into the investment process, from screening to exit. ![image]()![image]()![image]()![image]()![image]()![image]()![image]()![image]() Strategic report Hg’s review Financial statements Corporate governance Further information 37 Annual Report & Accounts 2025 ![image]()![image]()![image]()![image]() Our approach to sustainability is grounded in how best to create enduring value in the businesses we invest in. Sustainable business practices are practical drivers of value: •Good governance prevents costly mistakes •Resource efficiency saves money •Effective risk management protects your business •Thoughtful people practices help you attract and keep the best talent •Maintaining strong relationships with all stakeholders strengthens your market position Jean-Baptiste Brian Managing Partner & Co-CEO, Hg Removing barriers to education & skills in technology ~$45m committed to date 40+ partnerships c.70k learners directly supported The vision of The Hg Foundation is that the tech workforce of the future harnesses the talents of all, regardless of background. To achieve this, it helps under-represented groups to access high quality jobs in tech by supporting education- and employment- based programmes across the UK, Europe and the US. The Foundation, which is an independent registered charity, is funded through a proportion of performance fee from current and future Hg funds and a proportion of Hg’s annual profits. By 2027 the Foundation's aim is to catalyse 100,000 high quality opportunities on the talent pipeline into the technology sector, making full use of the assets of the Hg network and investing heavily in understanding the impact of its work. thehgfoundation.com ![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 38 For more insights, please visit Hg's website Insights 20 FEBRUARY 2026 Matthew Brockman on what's really happening in software right now 19 FEBRUARY 2026 Six possible things before breakfast 12 FEBRUARY 2026 Hg Silicon Valley Leadership Summit 2026: navigating the AI transformation 4 FEBRUARY 2026 Everything, everywhere, but not all at once 15 JANUARY 2026 Google Cloud's Daniël Rood on building Europe's first AI team 8 JANUARY 2026 Our history: the first 25 years of Hg Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 39 For more insights, please visit Hg's website 18 DECEMBER 2025 Skin in the game: with Professor Neil Lawrence 9 DECEMBER 2025 The 3 speed problem: Oji Udezue on CPO leadership in the age of unlimited engineering 25 NOVEMBER 2025 Fevered determination: Building Zalos from zero to enterprise in 5 weeks 5 NOVEMBER 2025 The Chief Product Officer becomes the centre of the universe 5 NOVEMBER 2025 GTM fundamentals amplified with AI Subscribe to the Hg monthly update Subscribe here Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 40 Year in review Net asset value (NAV) During the year, the NAV of HgT increased by £73 million from the £2.5 billion reported at 31 December 2024. Unrealised and realised movements on the underlying portfolio is on a look-through basis and reflects the indirect investments held within the fund limited partnerships. Unrealised losses include the impact of ratings multiple contraction and FX movements. See the Portfolio Investment Attribution chart on page 41 which highlights the impact of this movement during the year ended 31 December 2025. For more information, please refer to the top 20 companies on pages 52 to 57 Largest realised and unrealised movements in the value of the portfolio 1 Other includes movements across 35 portfolio companies not shown. Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. ![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 41 Analysis of NAV movements The analysis of the NAV is based on the performance of HgT's direct investment funds adjusted for fees and other movements incurred by HgT. The return on investment of the direct funds held by HgT contributed positively to the change in NAV, adding £149.4 million, of which £45.6 million relates to income from investments. Reductions in NAV included: movements on liquid resources of £4.0 million, Foreign exchange on translation of £3.0 million, the payment of £25.2 million of dividends to shareholders, priority profit share of £31.6 million and other expenses of £12.6 million. 1 Including unrealised and foreign exchange movement on liquid assets. Attribution analysis of movements in the value of portfolio investments2 The attribution analysis is based on a look-through approach summarising the valuation movement of the indirect portfolio investments held within the funds. This is a driver of value for HgT direct fund investments. As the figures in the bridge relate to underlying portfolio performance they will not correspond directly to the transaction in the financial statements of HgT. During the year, the value of the unrealised portfolio investments increased by £147.9 million, before the provision for performance fees at the level of the funds. The majority of the increase, £547.1 million, relates to increased earnings from the underlying investments, offset by a decrease in valuation multiples reducing the value of investments by £223.4 million. Negative currency movements of £3.1 million and an increase in net debt of £172.8 million further offset the unrealised gain during the period. Acquisitions net of realisations at carrying value increased the overall value by £179.9 million. 2    Including accrued income Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 42 Portfolio trading performance •The full portfolio has delivered sales growth of 17% (31 December 2024: 19%) and EBITDA growth of 19% (31 December 2024: 23%) over the last 12 months ('LTM') •72% of the total portfolio companies achieved double-digit sales growth. •This robust trading performance in a challenging macro-environment reflects the resilient nature of HgT’s portfolio companies and the mission-critical services they provide for their customers •P&I, IRIS, Ideagen, Team.blue and GGW were among some of the companies that reported particularly strong trading over the last 12 months Top 20 company profiles: pages 52 to 57 1    Excluding 12 investments valued on a basis other than earnings. Please note: From Q1 2025 HgT has reported all trading data on investments held by HgCapital Trust plc (100% Hg portfolio), calculated on a weighted basis, based on the respective gross valuations of the underlying companies within the portfolio. The portfolio composition changes as a result of investment and realisation activity, which may mean prior period metrics are not directly comparable. LTM sales growth: +17% LTM EBITDA growth: +19%1 LTM Sales LTM EBITDA Number of investments within associated band % of portfolio by value within associated band Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 43 Portfolio valuation and net debt analysis •Investments in the portfolio were valued at an average EV/EBITDA multiple of 25.2x (31 December 2024: 26.1x) •EV/EBITDA multiples are used to value the majority of HgT’s portfolio companies, in accordance with IPEV Valuation guidelines •Multiples are derived with reference to comparable companies – both listed and private – and relevant M&A transactions •The average uplift to carrying value pre signing date achieved on full and partial realisations over the last twelve months was 25%. •HgT’s portfolio companies make appropriate use of debt to reduce their cost of capital and enhance returns to equity holders •Portfolio companies have demonstrated a history of growing earnings and of being very cash generative, supporting their ability to service existing debt and to refinance •Weighted average net debt for the full portfolio of 7.4x LTM EBITDA (31 December 2024: 7.4x), represents less than 30% of the portfolio company capital structures on average 1    Excluding 12 investments valued on a basis other than earnings. Please note: From Q1 2025 HgT has reported all trading data on investments held by HgCapital Trust plc (100% Hg portfolio), calculated on a weighted basis, based on the respective gross valuations of the underlying companies within the portfolio. The portfolio composition changes as a result of investment and realisation activity, which may mean prior period metrics are not directly comparable. EV to EBITDA valuation multiples: 25.2x1 Net debt to EBITDA ratios: 7.4x1 LTM EBITDA Debt Number of investments within associated band % of portfolio by value within associated band Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 44 Outstanding commitments of HgT At 31 December 2025, HgT had available liquid resources of £368 million (including a £375 million credit facility which was £36 million drawn at year end) and had outstanding commitments of £2,193 million, as listed above. We anticipate that these outstanding commitments will be drawn down over the next four to five years and are likely to be partly financed by cash flows from future realisations. Additionally, to mitigate the risk of being unable to fund any draw-down under its commitments to invest alongside Hg’s funds, the Board maintains the right to opt out of HgT’s obligation to fund such commitments without penalty, where certain conditions exist. In addition to Hg Saturn 4, the HgT committed €700 million to Hg Genesis 11 and €300 million to Hg Mercury 5 during the year. Note: undrawn commitment total includes the top-up commitments in Hg Genesis 11 and Hg Mercury 5 which had not previously been reflected in the £1.8 billion outstanding commitments reported in the Trading Update on 6 February 2026. On 27 February 2026, HgT completed a reduction to its commitment in Hg Saturn 4 of $100 million, resulting in a final commitment to the fund of $900 million. | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | Fund | Fund vintage | Fund currency | Original commitment fund currency million | Original commitment GBP £million | | Outstanding commitments as at 31 December 2025 | | Outstanding commitments as at 31 December 2024 | | | £million | % of NAV | £million | % of NAV | | S4 | 2025 | USD | 1,000.0 | 743.5 | | 743.5 | 28.9 | – | – | | G11 | 2025 | EUR | 700.0 | 611.2 | | 611.2 | 23.8 | – | – | | M5 | 2025 | EUR | 300.0 | 261.9 | | 261.9 | 10.2 | – | – | | HGT | Various | USD | 176.1 | 130.9 | | 114.8 | 4.5 | 124.8 | 5.0 | | S3 | 2022 | USD | 875.0 | 650.5 | | 105.5 | 4.1 | 153.0 | 6.1 | | G10 | 2022 | EUR | 500.0 | 436.6 | | 92.0 | 3.6 | 196.5 | 7.9 | | M4 | 2023 | EUR | 175.0 | 152.8 | | 85.9 | 3.3 | 70.4 | 2.8 | | S2 | 2020 | USD | 400.0 | 297.4 | | 82.2 | 3.2 | 94.4 | 3.8 | | G9 | 2020 | EUR | 360.0 | 314.3 | | 56.3 | 2.2 | 55.1 | 2.2 | | M3 | 2020 | EUR | 115.0 | 100.4 | | 19.3 | 0.8 | 20.2 | 0.8 | | G8 | 2018 | GBP | 260.0 | 260.0 | | 14.0 | 0.5 | 14.5 | 0.6 | | S1 | 2018 | GBP | 150.0 | 150.0 | | 5.7 | 0.2 | 5.8 | 0.2 | | G7 | 2013 | GBP | 200.0 | 200.0 | | 0.2 | – | 0.2 | – | | M2 | 2017 | GBP | 80.0 | 80.0 | | – | – | – | – | | Total | | | | | | 2,192.6 | 85.3 | 734.9 | 29.4 | | Liquid resources | | | | | | 29.2 | 1.1 | 59.1 | 2.4 | | Undrawn Bank facility | | | | | | 338.7 | 13.2 | 276.8 | 11.1 | | Net outstanding commitments unfunded by liquid resources | | | | | | 1,824.7 | 71.0 | 399.0 | 15.9 | Outstanding commitments and available resources as % of NAV Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 45 Investment portfolio of HgT | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | Gross Investments £000 | NAV Facilities £000 | Subscription Lines £000 | Performance Fee £000 | Other Assets /Liabilities £000 | Net Fund NAV's £000 | | HGT Saturn 3 LP | 682,017 | – | – | – | 1,171 | 683,188 | | HGT Genesis 10 LP | 387,721 | – | – | – | (19,703) | 368,018 | | HGT Saturn 2 LP | 455,244 | (98,215) | – | (33,071) | (2,041) | 321,917 | | HGT Genesis 9 LP | 427,032 | (81,494) | – | (32,242) | (13,846) | 299,450 | | HGT LP | 333,093 | (20,468) | (46,825) | (841) | (31,700) | 233,259 | | HGT 8 LP | 302,048 | (62,725) | – | (47,600) | (1,324) | 190,399 | | HGT Saturn LP | 157,349 | (25,308) | – | (26,734) | (2,620) | 102,687 | | HGT Mercury 4 LP | 95,557 | – | – | – | (966) | 94,591 | | HGT Mercury 3 LP | 136,340 | (24,604) | – | (13,329) | (20,226) | 78,181 | | HGT Mercury 2 LP | 96,895 | (5,772) | – | (18,269) | (689) | 72,165 | | HGT 7 LP | 27,731 | – | – | (5,554) | (3,563) | 18,614 | | HGT Saturn 4 LP | 178,470 | – | (165,966) | – | 1,315 | 13,819 | | Other unquoted investments held by the company | (5,190) | – | – | – | – | (5,190) | | | 3,274,307 | (318,586) | (212,791) | (177,640) | (94,192) | 2,471,098 | Please see page 73 for further information Hg 'cluster' by value 28%    ERP & Payroll 27%    Tax & Accounting 20%    Legal & Regulatory Compliance 8%    Insurance 6%    Fintech 5%    Healthcare IT 4%    Tech Services 2%    Automation & Engineering Investment vintage by value Geographic spread by value1 1    based on portfolio company headquarters ![image]()![image]()![image]()![image]()![image]()![image]()![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 46 Investments Over the year, Hg invested £4.5 billion on behalf of its clients, with HgT’s share being £357 million. HgT provides shareholders with a unique listed access point to the investment portfolio of Hg. The vast majority of these investments are generated by establishing and developing relationships with companies over many years and the continual refinement and focus on a clear investment model, targeting technology and services leaders that transform how people work. In addition to new investments, M&A within the underlying portfolio remains an important part of accelerating growth and generating future value. New investments included £34 million of co-investment (on which HgT does not pay management fees or performance fees). Investments made during the year | | | | | | --- | --- | --- | --- | | | | | | | Company | Cluster | Location | Cost £000 | | IFS | ERP & Payroll | Scandinavia | 111,553 | | P&I | ERP & Payroll | Germany | 103,401 | | A-LIGN | Legal & Regulatory Compliance | N. America | 43,559 | | Citation | Tech Services | UK | 30,648 | | Diamant | Tax & Accounting | Germany | 18,405 | | Payworks | ERP & Payroll | N. America | 16,897 | | Scopevisio | ERP & Payroll | Germany | 4,826 | | New investments | | | 329,289 | | Trackunit | Automation & Engineering | Scandinavia | 16,737 | | Blinqx | ERP & Payroll | Benelux | 7,020 | | Waystone | Legal & Regulatory Compliance | UK | 5,365 | | Follow-on investments | | | 29,122 | | Other1 | | | (1,208) | | Total investments on behalf of HgT | | | 357,203 | 1 Other investments includes immaterial transactions in relation to the remaining portfolio. Note: Total Investments is an Alternative Performance Measure ('APM'), please see the definition of the APM's in the glossary on pages 121 to 122. The figures above reflect gross investments in the underlying portfolio held indirectly by HgT within the funds. Cash drawn down by the funds from HgT will differ by amount and timing. New investments included in the above table may refer to transactions where HgT was previously invested, has seen a return of proceeds from a realisation of an Hg fund stake, and has now re-invested through other Hg Funds. To view our press releases, please visit: hgcapitaltrust.com/news-insights/news#2025 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 47 New investments over the year to 31 December 2025 £112m invested on behalf of Hg In May 2025, Hg completed a further investment in IFS, a leading provider of cloud enterprise software and Industrial AI applications. For further information on IFS, please see page 53 £103m invested on behalf of HgT including £13m in co-investment In May 2025, Hg completed a further investment in Personal & Informatik AG (‘P&I’), a leading provider of modern, cloud-based HR solutions based in Germany, after acquiring a stake from Permira. For further information on P&I, please see page 53 £44m invested on behalf of HgT including £4m in co-investment In August, Hg completed an investment in US headquartered A-LIGN, a leading provider of technology enabled cybersecurity compliance services. Hg acquired a majority stake in the company from Warburg Pincus. £31m invested on behalf of HgT In February 2025, Hg completed a further investment in to The Citations Group (‘Citation’), which provides long-term, subscription-based compliance (HR/Employment Law, Health and Safety) and Quality (ISO certification, supplier verification) solutions to over 70,000 SMEs in the UK and Australia. £18m invested on behalf of HgT In December, Hg completed an investment in Diamant Software, a leading provider of accounting and financial controlling solutions for mid-sized companies and public-sector organisations in Germany. £17m invested on behalf of HgT In November, Hg completed an investment in Payworks, a Canadian leader in total workforce management. By combining Payworks’ local expertise with Hg’s global capital and specialization, the investment will provide scale to drive enhanced product development and expansion across the Canadian HCM landscape. £5m invested on behalf of HgT In May 2025, Hg completed a new investment in Scopevisio AG, a German headquartered leading innovator in cloud-based business automation. Further investments since 31 December 2025 £100m invested on behalf of HgT including £7m in co-investment Post-period investment in the take-private of OneStream which delivers a unified, AI-powered enterprise finance platform that helps the world's largest brands close faster, plan with confidence, and Take Finance Further. This transaction is expected to complete in April 2026. £39m co-investment agreed on behalf of HgT Hg agreed a co-investment (free of all fees and charges), in Septeo, a leading provider of mission-critical software for regulated verticals based in France. This transaction is expected to complete in March 2026. To view our press releases, please visit: hgcapitaltrust.com/news-insights/news#2025 ![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 48 Realisations Over the year, Hg has returned over £2.0 billion for its clients, including £215 million for HgT, with full and partial realisations over the last year at an average uplift to latest carrying value of 25%. The continued realisation activity in 2025 continues to highlight the fundamental strength of the underlying portfolio. Hg has achieved eight liquidity events since the start of 2025. This sets Hg apart in a period when the industry has struggled to generate portfolio liquidity. This realisation activity over the past two years was a clear differentiator for HgT, highlighting the fundamental strengths and attractiveness of the underlying portfolio to both trade and financial buyers. Realisations made during the year | | | | | | | --- | --- | --- | --- | --- | | | | | | | | Company | Cluster | Exit route | Proceeds £000 | 1 | | Citation | Tech Services | Secondary sale | 45,245 | | | smartTrade | Fintech | Secondary sale | 30,476 | | | GTreasury | Tax & Accounting | Trade sale | 29,845 | | | Full realisations | | | 105,566 | | | P&I | ERP & Payroll | Partial sale | 50,815 | | | Trackunit | Automation & Engineering | Partial sale | 39,071 | | | Quantios | Fintech | Refinancing | 3,019 | | | Other2 | | | 16,843 | | | Partial realisations | | | 109,748 | | | Total realisations | | | 215,314 | | 1    Includes gross revenue realised of £44.2 million during the year ended 31 December 2025. 2    Other realisations includes immaterial transactions in relation to the remaining portfolio. Note: Total Realisations is an Alternative Performance Measure ('APM'), please see the definition of the APM's in the glossary on pages 121 to 122. The figures above reflect gross realisations and are before deductions for performance fees or facilities which may impact distributions (proceeds) paid out to HgT from the direct fund investments, alongside any timing differences between realisations of portfolio companies and distributions from the funds. Full exits included in the above table may refer to transactions where an Hg fund investment has been realised, however, in some cases, HgT has retained a stake in the business through re-investment though other Hg Funds. To view our press releases, please visit: hgcapitaltrust.com/news-insights/news#2025 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 49 Full realisations in the year to 31 December 2025 £45m returned to HgT In March 2025, Hg completed a recapitalisation of The Citation Group (‘Citation’), an international provider of tech-enabled compliance and certification solutions to small to medium-sized enterprises. As part of the transaction, Citation welcomed HarbourVest Partners, a global private markets investment manager, as a new investor in the business. £30m returned to HgT In June 2025, Hg completed the exit of smartTrade, a global provider of multi-asset electronic trading and payments platforms to TA Associates. £30m returned to HgT In December 2025, Hg completed the full sale of GTreasury, a global leader in Adaptable Treasury Solutions for the Office of the CFO, to Ripple, a leading provider of digital asset infrastructure for the enterprise. Partial realisations in the year to 31 December 2025 £51m returned to HgT In May 2025, Hg completed the partial exit of Personal & Informatik AG (‘P&I’), a leading provider of modern, cloud-based HR solutions based in Germany. £39m returned to HgT In June 2025, Hg completed the partial exit of Trackunit, a leading SaaS and operating data platform provider for the construction ecosystem globally, to the Private Equity business at Goldman Sachs Alternatives. £3m returned to HgT In January 2025, Hg completed the refinancing of Quantios, which provides entity management, client accounting, practice management, compliance and workflow software for trust, fund and corporate service providers around the world. Further realisations since 31 December 2025 £52m expected to be returned to HgT In November, Hg announced the full exit of Intelerad, a global leader in medical imaging software solution, to GE Healthcare. During Hg’s ownership, Intelerad has increased its revenue by over 3.5 times, transforming it into one of the world’s leading enterprise imaging platforms. For further information on Intelerad, please see page 57 £41m expected to be returned to HgT In February, Hg agreed the partial sale of Septeo, a leading provider of mission-critical software for regulated verticals based in France. To view our press releases, please visit: hgcapitaltrust.com/news-insights/news#2025 ![image]()![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 50 Overview of the underlying portfolio held through HgT’s limited partnerships | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | Investments (in order of value) | | Fund | Cluster | Location | Year1 | Residual cost £000 | Total valuation2 £000 | Portfolio value % | Cum. Value % | | 1 | Visma | S1/S2/S3/HGT | Tax & Accounting/ERP & Payroll | Scandinavia | 2024 | 209,271 | 391,785 | 11.9 | 11.9 | | 2 | IFS | S3/S4/HGT | ERP & Payroll | Scandinavia | 2022 | 208,349 | 314,676 | 9.6 | 21.5 | | 3 | Access | S3/G8/HGT | ERP & Payroll | UK | 2020 | 165,269 | 229,931 | 7.0 | 28.5 | | 4 | P&I | S1/S4/HGT | ERP & Payroll | Germany | 2025 | 141,096 | 219,209 | 6.7 | 35.2 | | 5 | Howden | S2/HGT | Insurance | UK | 2021 | 85,825 | 169,608 | 5.2 | 40.4 | | 6 | Septeo | G9/G10/HGT | Legal & Regulatory Compliance | France | 2020 | 63,058 | 127,804 | 3.9 | 44.3 | | 7 | Ideagen | G10/G9/M3/HGT | Legal & Regulatory Compliance | UK | 2022 | 68,861 | 117,495 | 3.6 | 47.9 | | 8 | Auditboard | S3/HGT | Legal & Regulatory Compliance | N. America | 2024 | 98,499 | 114,602 | 3.5 | 51.4 | | 9 | Litera | G8/G9 | Legal & Regulatory Compliance | N. America | 2019 | 28,919 | 102,239 | 3.1 | 54.5 | | 10 | IRIS | S3/HGT | Tax & Accounting/ERP & Payroll | UK | 2024 | 75,381 | 84,779 | 2.6 | 57.1 | | 11 | FE fundinfo | M2/G9 | Fintech | UK | 2021 | 26,402 | 79,843 | 2.4 | 59.5 | | 12 | Sovos | S2/HGT | Tax & Accounting | N. America | 2020 | 49,593 | 67,488 | 2.1 | 61.6 | | 13 | team.blue | G10/HGT | Tech Services | Benelux | 2022 | 35,911 | 67,452 | 2.1 | 63.7 | | 14 | Waystone | S2/HGT | Legal & Regulatory Compliance | UK | 2022 | 46,269 | 56,774 | 1.7 | 65.4 | | 15 | Gen II | G9 | Fintech | N. America | 2020 | 21,416 | 55,475 | 1.7 | 67.1 | | 16 | LucaNet | G9 | Tax & Accounting | Germany | 2022 | 20,050 | 54,317 | 1.7 | 68.8 | | 17 | Azets | G7/HGT | Tax & Accounting | UK | 2016 | 26,505 | 52,996 | 1.6 | 70.4 | | 18 | GGW | S3 | Insurance | Germany | 2024 | 45,875 | 52,326 | 1.6 | 72.0 | | 19 | Intelerad | G8 | Healthcare IT | N. America | 2020 | 11,870 | 51,642 | 1.6 | 73.6 | | 20 | Caseware | G8 | Tax & Accounting | N. America | 2020 | 11,238 | 50,923 | 1.6 | 75.2 | | 21 | A-LIGN | G10/HGT | Legal & Regulatory Compliance | N. America | 2025 | 43,559 | 49,618 | 1.5 | 76.7 | | 22 | Rhapsody | M2/M3/HGT | Healthcare IT | N. America | 2022 | 20,757 | 44,648 | 1.4 | 78.1 | | 23 | insightsoftware | S2/HGT | Tax & Accounting | N. America | 2021 | 53,493 | 44,625 | 1.4 | 79.5 | | 24 | Ncontracts | G10 | Legal & Regulatory Compliance | N. America | 2024 | 31,404 | 42,598 | 1.3 | 80.8 | | 25 | Benevity | S2/HGT | ERP & Payroll | N. America | 2021 | 32,124 | 42,547 | 1.3 | 82.1 | | 26 | Ivalua | G10 | Tax & Accounting | France | 2024 | 33,030 | 42,414 | 1.3 | 83.4 | | 27 | HHA | G9 | Healthcare IT | N. America | 2021 | 24,633 | 40,641 | 1.2 | 84.6 | | 28 | Project CH | S2 | Tax & Accounting | Germany | 2021 | 18,159 | 38,485 | 1.2 | 85.8 | | 29 | Citation | G10 | Tech Services | UK | 2025 | 30,648 | 31,813 | 1.0 | 86.8 | | 30 | Trackunit | G9/HGT | Automation & Engineering | Scandinavia | 2021 | 28,619 | 28,944 | 0.9 | 87.7 | | 31 | Prophix | G9 | Tax & Accounting | N. America | 2021 | 12,458 | 28,605 | 0.9 | 88.6 | | 32 | Norstella | M2/G9/HGT | Healthcare IT | N. America | 2020 | 24,730 | 28,574 | 0.9 | 89.5 | | 33 | CINC | M4/HGT | Tax & Accounting | N. America | 2024 | 19,235 | 24,854 | 0.8 | 90.3 | | 34 | Blinqx | M3/HGT | ERP & Payroll | Benelux | 2022 | 13,749 | 23,405 | 0.7 | 91.0 | ![image]() Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 51 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | Investments (in order of value) | | Fund | Cluster | Location | Year1 | Residual cost £000 | Total valuation2 £000 | Portfolio value % | Cum. Value % | | 35 | Auvesy | M3 | Automation & Engineering | Germany | 2021 | 8,130 | 23,063 | 0.7 | 91.7 | | 36 | Fonds Finanz | M3 | Insurance | Germany | 2022 | 8,309 | 22,834 | 0.7 | 92.4 | | 37 | Geomatikk | M2/HGT | Tech Services | Scandinavia | 2021 | 11,392 | 20,169 | 0.6 | 93.0 | | 38 | Pirum | M3/HGT | Fintech | UK | 2022 | 13,928 | 19,233 | 0.6 | 93.6 | | 39 | Focus Group | G10 | Tech Services | UK | 2024 | 21,876 | 18,840 | 0.6 | 94.2 | | 40 | Diamant | G10 | Tax & Accounting | Germany | 2025 | 18,405 | 18,485 | 0.6 | 94.8 | | 41 | Ctaima | M4 | Legal & Regulatory Compliance | Spain | 2024 | 12,005 | 17,764 | 0.5 | 95.3 | | 42 | Payworks | G10 | ERP & Payroll | N. America | 2025 | 16,897 | 17,677 | 0.5 | 95.8 | | 43 | Cube | M4 | Legal & Regulatory Compliance | UK | 2024 | 10,508 | 16,585 | 0.5 | 96.3 | | 44 | JTL | M4 | ERP & Payroll | Germany | 2023 | 7,559 | 16,255 | 0.5 | 96.8 | | 45 | Serrala | G9 | Tax & Accounting | Germany | 2021 | 23,086 | 14,423 | 0.4 | 97.2 | | 46 | NomadIA | M3 | ERP & Payroll | France | 2023 | 7,815 | 13,191 | 0.4 | 97.6 | | 47 | Workwave | S3/HGT | ERP & Payroll | Scandinavia | 2022 | 19,619 | 12,890 | 0.4 | 98.0 | | 48 | Empyrean | M4 | Fintech | N. America | 2024 | 11,408 | 12,185 | 0.4 | 98.4 | | 49 | Mitratech | G7/HGT | Legal & Regulatory Compliance | N. America | 2017 | 3,328 | 11,535 | 0.4 | 98.8 | | 50 | Bright | M3 | ERP & Payroll | Ireland | 2021 | 3,507 | 11,102 | 0.3 | 99.1 | | 51 | Quantios | M3 | Fintech | UK | 2022 | 6,697 | 10,100 | 0.3 | 99.4 | | 52 | Induver | M4 | Insurance | Benelux | 2024 | 5,230 | 8,709 | 0.3 | 99.7 | | 53 | MyUniSoft | G10 | Tax & Accounting | France | 2024 | 5,243 | 6,433 | 0.1 | 99.8 | | 54 | Scopevisio | M4 | ERP & Payroll | Germany | 2025 | 4,826 | 5,162 | 0.1 | 99.9 | | 55 | Nitrogen | M3/HGT | Fintech | N. America | 2021 | 15,868 | 4,868 | 0.1 | 100.0 | | 56 | F24 | M2/HGT | Tech Services | Germany | 2020 | 3,625 | 4,084 | 0.1 | 100.1 | | 57 | Ascendia | S3 | Insurance | Germany | 2025 | 2,420 | 2,910 | 0.1 | 100.2 | | 58 | Revalize | G9 | ERP & Payroll | N. America | 2021 | 19,898 | 2,814 | 0.1 | 100.3 | | 59 | Parte | M4 | Tech Services | Benelux | 2025 | 2,344 | 2,386 | 0.1 | 100.4 | | 60 | Teamworks | G10 | ERP & Payroll | N. America | 2025 | 1,276 | 1,300 | – | 100.4 | | 61 | ASS | G8 | Automation & Engineering | Germany | 2017 | 16,224 | – | – | 100.4 | | | Total buyout investments (61) | | | | | 2,107,677 | 3,288,133 | 100.4 | | | | Other | | Hedges | | | – | (13,826) | (0.4) | 100.0 | | | Total all investments | | | | | 2,107,677 | 3,274,307 | 100.0 | | 1  Where re-investment has occurred the investment date is based on the closing of the largest tranche of the investment holding. 2 Including accrued income of £106.1 million. Note that this is summary of the underlying investments held indirectly by HgT at fair value within the fund limited partnerships. Please refer to page 70 for a reconciliation to the fair value of the funds held directly by HgT. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 52 Top 20 investments representing 75% of the value of HgT’s investments Investments are held through limited partnerships, of which HgT is the majority limited partner. HgT invests alongside other clients of Hg. Typically, HgT’s holding forms part of a much larger interest held by all of Hg’s clients in buyout investments in companies worth $185 billion in aggregate enterprise value, with 130,000 employees globally. Hg’s review generally refers to each transaction in its entirety, apart from the tables detailing HgT’s participation or where it specifically says otherwise. Past performance is not a reliable indicator of future results. The value of shares and the income from them can go down as well as up as a result of market and currency fluctuations and investors may not get back the amount they originally invested. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 53 ![image]()![image]()![image]()![image]()![image]() 02 a software vendor for asset-centric organisations who want to differentiate on service | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | May 2025 | | ifs.com | | 45.7% | | 9.6% | Business description IFS is a global leader providing modular software for ERP, EAM, FSM and ESM with primary focus on all kinds of asset-heavy industries and a track-record of expanding its portfolio via M&A to cover a broader spectrum of adjacencies. WorkWave is a leading provider of vertical software within field service management, primarily in North America. The company provides a leading Industrial AI platform that empowers customers to dynamically manage their mission-critical assets, workflows, people and services in a responsible way. Performance IFS continues to experience strong >20% organic ARR growth with a key focus on investing behind its leading Industrial AI product portfolio. Workwave also reported solid organic growth over the period. ![image]()![image]()![image]()![image]()![image]() 03 a provider of mission-critical, integrated business-management software to SME's in the UK & Ireland, US and APAC | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | October 2022 | | theaccessgroup.com | | 41.3% | | 7.0% | Business description Founded in 1991, the Access Group ('Access') is an Enterprise Resource Planning business, providing a range of horizontal and industry-specific software solutions to SME and mid-market customers in the UK & Ireland, US and APAC. With a portfolio spanning several horizontals including Finance, HR, Payroll and verticals including Recruitment, Hospitality, Health & Social Care, Legal, Not for Profit, and Education sectors. Access’ software helps over 160,000 businesses and Not-for-Profit organisations to work efficiently. Performance 2025 reflects a year of transition as Access works through the “growing pains” observed over the last 18 months, having scaled significantly in footprint in recent years (revenue and EBITDA growth of +50% via both organic growth and M&A). With this rapid evolution, the business has grown in complexity; this is being addressed with a number of management initiatives to re-focus on underlying growth. The next phase of growth is focused heavily on an AI-enabled, product-led strategy. ![image]()![image]()![image]()![image]()![image]() 01 a provider of mission-critical business software to SMEs and the public sector outside of North America | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | May 2024 | | visma.com | | 70.5% | | 11.9% | Business description Visma provides mission-critical business software to SMEs and the public sector in Europe and Latin America. The company provides over two million paying customers with SaaS solutions including accounting, tax, invoicing and payroll. Performance Since 2006, Visma has acquired numerous companies, strengthening organic growth from innovation in new products, and margin improvement, positioning it now as one of the leading and largest SaaS companies in Europe. In May 2024, Hg completed a further investment in Visma, recognising its continued success over the 20 years that Hg has partnered with the business. Visma detailed quarterly reporting is available at visma.com ![image]()![image]()![image]()![image]()![image]()![image]() 04 a provider of an integrated HR cloud platform to the German and European Mittelstand | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | May 2025 | | pi-ag.com | | 88.1% | | 6.7% | Business description Founded in 1968, P&I is a provider of integrated software solutions for human resources management to the German and European Mittelstand. The business delivers payroll, core HR, human capital management, time and attendance as well as analytics to more than 15,000 customers across DACH and 10 further European countries via its integrated and highly automated HR cloud platform. Performance P&I continues to develop positively, driven by its ongoing transition to a SaaS model and an acceleration of new customer wins on the back of further product innovations. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 54 ![image]()![image]()![image]()![image]()![image]() 07 a leading global Environmental, Health, Safety & Quality (EHSQ) and Compliance SaaS provider | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | July 2022 | | Ideagen.com | | 85.4% | | 3.6% | Business description Founded in 1993 and headquartered in Nottingham, UK, Ideagen’s software helps companies comply with regulation, manage risk and keep people safe. It is a leader in the over $30 billion regulatory and compliance software sector, serving highly regulated industries such as industrials, manufacturing, transport, healthcare and government and business services. Ideagen has a global footprint with hubs across EMEA, North America and APAC, and its wide portfolio of solutions are used by over 15,000 customers globally. Performance Ideagen continues to perform well, with robust trading over the last year. The company has consistently delivered strong organic revenue growth with continued margin expansion while delivering accretive and strategic acquisitions. ![image]()![image]()![image]()![image]()![image]() 06 a provider of mission-critical software serving regulatory driven professions across Europe | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | December 2024 | | septeo.com | | 66.1% | | 3.9% | Business description By facilitating the work of 200,000 legal, real estate, hospitality and business professionals with modern software solutions, Septeo sits at the heart of millions of citizen's lives across France, Spain and Belgium, supporting them in the most important moments of their lives (housing, marriage, divorce, setting up a business, career development, holidays etc). Founded in 2013, The Septeo Group now has over 200,000 users, served by over 3,000 employees. Performance Septeo continues to trade well, with EBITDA ahead of budget due to a combination of top-line growth and margin improvement driven by an increasing share of recurring revenues and increased operational efficiency. ![image]()![image]()![image]()![image]()![image]() 08 a leading connected risk platform transforming audit, risk, compliance and ESG management | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | July 2024 | | auditboard.com | | 98.7% | | 3.5% | Business description Founded in 2014, AuditBoard is a leading connected risk platform transforming audit, risk, compliance and ESG management. AuditBoard’s sets itself apart with a customer-centric approach and the potent combination of innovative technology and domain expertise. The company serves nearly 2,500 enterprises, including over 50% of the Fortune 500. Performance Hg first invested in AuditBoard in July 2024. Since the investment, AuditBoard has continued to perform well, sustaining >20% organic growth while achieving meaningful margin expansion and scaling operations globally. Under Hg, the company has opened a new office in DACH, launched multiple new products across integrated risk management, and has been a leader in developing agentic AI solutions for internal auditors with its Accelerate offering. AuditBoard finished FY26 on budget for top-line growth and EBITDA. ![image]()![image]()![image]()![image]()![image]() 05 a tech-enabled international insurance distribution group | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | March 2023 | | howdengroup.com | | 23.1% | | 5.2% | Business description Founded in 1994 and headquartered in London, Howden Group Holdings (‘Howden’) is the world’s largest insurance intermediary outside of North America, managing c.$42 billion of gross written premiums today. Howden operates on a global scale, serving 1.7 million clients across 100 countries through a team of c.22,000 employees and partners. Howden is highly diversified, operating across the full insurance distribution value chain, including retail and specialty insurance brokerage, reinsurance brokerage and advisory services, and capital-light managed agency underwriting. Performance Howden continues to deliver resilient trading, maintaining organic growth outperformance relative to peers despite a moderating insurance rate environment. Howden’s recent expansion into the US retail brokerage sector will contribute strongly to future organic growth and the business has an established track record as an active acquiror, having completed over 100 M&A deals over the last three years. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 55 ![image]()![image]()![image]()![image]()![image]() 10 a leading transatlantic provider of business-critical cloud software solutions for accountants | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | April 2024 | | iris.co.uk | | 43.7% | | 2.6% | Business description IRIS serves over 100,000 customers and three million users in the Accountancy, Education, HR and SME payroll segments, delivering a suite of established and trusted software solutions which provide business-critical systems with frequent regulatory and compliance driven updates. IRIS enables accountants to deliver both regulatory compliance services and value-added 'Client Accounting Services' to improve SME’s planning and performance. Performance IRIS continues to demonstrate resilient performance, with stable revenues and strong margins. Recent trading reflects a strategic reset to focus on higher-quality, recurring SaaS revenues, resulting in a near-term slowdown in growth which is expected to re-accelerate over time as fast-growing cloud products become a greater share of total IRIS revenues. In the first half of 2024, Hg completed the realisation of Hg Saturn 1’s investment in IRIS to LGP returning a net distribution of approximately £22.2 million to HgT following the re-investment of a portion of its proceeds in the business through Hg Saturn 3. ![image]()![image]()![image]()![image]()![image]() 09 a leading provider of Legal Tech software solutions to law firms and corporate legal departments | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | November 2021 | | Litera.com | | 92.2% | | 3.1% | Business description Litera is a leader of the legal AI revolution delivering transformational, globally trusted solutions to law firms and corporate legal teams. The company's comprehensive suite of Generative and Agentic AI-driven tools powers and unifies workflows across Legal Workflow & Drafting, Firm Intelligence & Knowledge Management, and Business Development with next-generation Proactive Relationship Management. With > 30 years of legal tech innovation, the majority of the world’s largest law firms as clients and >2 million daily users, Litera is the proven, trusted platform that takes modern legal practices to the next level. Performance Litera continues to perform well, delivering high-single digit growth and strong profitability with robust margins. However, relevant public market comps have contracted over the LTM, adversely impacting valuation levels. Litera’s business quality remains high, supported by strong retention and a healthy customer base. In 2025, the Company acquired Peppermint, a leading legal-specific CRM, which is now used by 5 of the AmLaw 10. ![image]()![image]()![image]()![image]()![image]() 11 a facilitator of more efficient investing, through trusted, insightful information | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | December 2021 | | fefundinfo.com | | 69.9% | | 2.4% | Business description FE fundinfo supplies critical data that enables global Investment Managers to reach investors via Wealth Management channels, in a cost-effective and compliant manner. The business applies more than 20 years of fund data expertise to deliver innovative solutions that power smarter decision-making and connect >5,000 clients across 50+ markets. Performance FE fundinfo was initially formed via three Hg-led acquisitions (the merger of FE, fundinfo and F2C). The business has also executed on several M&A transactions under Hg’s ownership, with 16 strategic M&A deals completed, including the transformative Fundsquare acquisition in September 2022. ![image]()![image]()![image]()![image]()![image]() 12 a global provider of tax compliance solutions | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | September 2020 | | sovos.com | | 55.6% | | 2.1% | Business description Sovos is a global provider of tax compliance software solutions that help customers manage increasingly complex end-to-end tax determination and regulatory reporting requirements. Sovos's offerings help customers manage all aspects of the tax compliance process, including tax calculation, forms completion, and ultra-high-volume filing, with leading global coverage and connectivity. Performance Sovos has delivered consistent revenue and ARR growth since our initial investment, with the business entering an accelerated growth phase under a refreshed management team. ARR growth has accelerated over the past three years, supported by consistent mid-teens bookings growth, and operational rigour has supported margin expansion. Hg has continued to invest in the business to support organic growth and integrate recent acquisitions, most recently IRIS GST in India, marking Sovos's first entry into APAC. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 56 ![image]()![image]()![image]()![image]()![image]() 14 A global provider of governance, administration and compliance services to the asset management industry | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | October 2022 | | waystone.com | | 39.3% | | 1.7% | Business description Founded in 2000 and based in Dublin, Waystone serves clients with assets under management totalling more than $2 trillion, delivering the tools and expertise to manage their governance, regulatory and compliance requirements, enabling them to focus on their core business. It has achieved global scale through a series of carefully planned acquisitions and organic expansions. Today, Waystone provides an extensive range of services and solutions across multiple international jurisdictions. Performance Waystone’s revenue and EBITDA continue to see healthy growth, driven by M&A, new client wins, cross-selling and ongoing fund launches. The business remains resilient through challenging market conditions and is well-positioned to attract new clients with its best-in-class reputation, customer service and broad product offering. ![image]()![image]()![image]()![image]()![image]() 16 LucaNet is a Global Office of the CFO platform for SME customers. | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | June 2022 | | lucanet.com | | 57.7% | | 1.7% | Business description Lucanet provides software solutions for financial and operational planning, reporting and consolidation, creating one-stop-shop ‘Office of the CFO' software solutions for SMEs and enabling finance teams to complete a wide-ranging set of processes more efficiently. The business has seen strong growth and expanded rapidly, with three offices in Germany, as well as international subsidiaries across Europe and the UK, Asia and North America. Today, Lucanet serves >6,000 customers in over 50 countries worldwide. Performance Since Hg invested Lucanet’s ARR went from €36 million to now €177 million, increasing the recurring share from 50% to 88% while rapidly scaling EBITDA. Lucanet’s performance over the past three years has significantly exceeded expectations. ![image]()![image]()![image]()![image]()![image]() 15 A leading pure-play provider of alternative asset fund administration services | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | December 2020 | | gen2fund.com | | 27.7% | | 1.7% | Business description Gen II is a top provider of alternative asset fund administration services with headquarters in New York and Luxembourg. The company administers over $2 trillion across more than 700 clients and serves 50,000+ investors globally, covering strategies like Buyout, Infrastructure, Energy, Real Estate, Fund of Funds, Credit, and Retail. Gen II stands out with its tech-enabled platform offering premium, high-touch services in fund administration, accounting, tax, reporting, and regulatory compliance. The company has delivered industry-leading client experience and sustained double-digit organic growth for more than a decade. Performance Gen II continued its strong double digit organic growth in the second half of 2025. Following the successful integration of Crestbridge, a European fund administration provider, Gen II has seen good commercial development in Europe and from large clients with transatlantic activity. ![image]()![image]()![image]()![image]()![image]() 13 a leading provider of critical technology services to European SMEs, enabling online presence and success | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | July 2024 | | team.blue | | 31.4% | | 2.1% | Business description team.blue provides critical infrastructure solutions (domains, websites, and hosting services) as well as agentic SaaS products such as website builder, compliance, engagement, digital productivity and e-commerce, to enable online success for 3.3 million SMB customers across Europe. team.blue has segment leading positions in ~70% of 22 countries where they are present. Performance In 2022, Hg announced a further investment in team.blue to fund expansion in its product offering of online solutions, as well as increase its local presence across more countries in Europe via M&A. This was followed in July 2024 by the announcement of a partial sale of the business to the Canada Pension Plan Investment Board and Sofina, and subsequent re-investment by Hg G10. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 57 ![image]()![image]()![image]()![image]()![image]() 17 an international accounting, tax, audit, advisory and business services group | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | October 2016 | | azets.com | | 31.1% | | 1.6% | Business description Azets is a leading provider of business-critical accounting, tax, payroll, audit and advisory services to SMEs across Northern Europe with strong regulatory and technology growth drivers, and resilience to macroeconomic cycles. In total, Azets has 100,000+ customers with c. 8,000 employees operating from offices in the UK&I, Norway, Sweden, Denmark and Finland. The Group has c.800 offshore employees based in Romania and Estonia and a significant technology team focused on the automation of such services. Performance Azets has grown revenue throughout Hg's ownership and completed >90 acquisitions. The UK&I business continues to perform strongly, with revenue and EBITDA ahead of the prior year. In the Nordic region, revenue growth has been more challenging and management has taken actions (incl. new Nordic CEO, technology approach and GTM review). Group EBITDA growth is outpacing revenue as operational efficiency, nearshoring and tech investment drive continued margin expansion. ![image]()![image]()![image]()![image]()![image]() 20 a developer of cutting-edge audit software solutions for accounting firms, corporations and governments | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | December 2020 | | caseware.co.uk | | 70.0% | | 1.6% | Business description Founded in 1988, and based in Toronto, Caseware is a global provider of innovative compliance workflow and data analytics software solutions for Certified Public Accountants and in-house auditors worldwide. Caseware’s primary product is Working Papers which assists in compliance and non-compliance workflows such as audits, statutory accounts, tax and financial statement production and IDEA an internal and external financial audit analytics software primarily used by a global client base including corporates and Governments. Caseware is undergoing a cloud migration journey as it rolls out its new cloud solution to Working Papers customers globally. Performance Caseware’s partnership with Hg has continued to perform well, with robust organic trading, high customer retention and M&A over the period. ![image]()![image]()![image]()![image]()![image]() 18 a European P&C insurance broker and MGA group serving SME customers | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | April 2024 | | ggw.de | | 44.0% | | 1.6% | Business description GGW Group ('GGW'), is a leading European P&C insurance broker and MGA group serving SME customers, is focused on the DACH region with an increasing presence across continental Europe. Founded in 2020 GGW brings together the very best insurance brokers and MGAs – with differentiated culture and entrepreneurial spirit. Fusing long heritage, best-in-class capabilities and deep specialism, the group has built a scaled insurance distribution platform. To date, >70 platform add-ons have been acquired and GGW has become a leading independent insurance distribution platform. The group has developed from zero to >€100 million adj. EBITDA since Hg invested and expanded from Germany to DACH and into the wider European footprint. Performance GGW has continued to execute its buy-and-build strategy, with ongoing investment in the group's operational infrastructure positioning it well for its next phase of growth. GGW’s performance over the past four years has continuously exceeded expectations. ![image]()![image]()![image]()![image]()![image]() 19 a leading provider of medical imaging software and services for the healthcare industry | | | --- | | | | Latest investment date | | Website | | Hg clients' total equity: | | % of Portfolio: | | | | --- | | | | February 2020 | | Intelerad.com | | 48.2% | | 1.6% | Business description Founded in 1999, Intelerad is a leading global provider of enterprise workflow and medical imaging software solutions that enhance productivity and information accessibility for radiologists, enabling faster and more accurate diagnoses. Headquartered in Montreal, Canada, Intelerad employs over 700 staff across the globe and serves a customer base of more than 1,500 healthcare organisations, including radiology groups, imaging centres, health systems and life science companies. Performance Intelerad has continued to see strong year-on-year revenue and EBITDA growth and robust margins. During Hg’s ownership, Intelerad has increased its revenue by over 3.5 times, transforming it into one of the world’s leading enterprise imaging platforms. This consistent performance led to Hg announcing the sale of Intelerad to GE Healthcare in November, due to complete in March 2026. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 58 Specialised focus We focus on eight vertical clusters With active investments in >60 businesses Building scale and accumulating knowledge over years of repeated investments and deployed equity | | | | | | --- | --- | --- | --- | | | | | | | our verticals | our current portfolio | years focused | number of investments | | Tax & Accounting | | 21+ years | 34 | | ERP & Payroll | | 21+ years | 31 | | Legal & Regulatory Compliance | | 18+ years | 22 | | Automation & Engineering | | 16+ years | 7 | | Tech Services | | 15+ years | 17 | | Fintech | | 12+ years | 14 | | Insurance | | 11+ years | 11 | | Healthcare IT | | 11+ years | 11 | 59 Strategic report Hg’s review Financial statements Corporate governance Further information Annual Report & Accounts 2025 Financial statements Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 60 Income statement for the year ended 31 December 2025 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | Notes | Revenue return | | Capital return | | Total return | | | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | | £000 | £000 | £000 | £000 | £000 | £000 | | Gains on investments and liquidity funds | 13 | – | – | 96,055 | 224,273 | 96,055 | 224,273 | | Losses on priority profit share calls | 5 | – | – | (12,002) | (9,999) | (12,002) | (9,999) | | Net income | 4 | 26,886 | 35,942 | – | – | 26,886 | 35,942 | | Other expenses | 6(a) | (4,862) | (4,955) | – | – | (4,862) | (4,955) | | Net return before finance costs and taxation | | 22,024 | 30,987 | 84,053 | 214,274 | 106,077 | 245,261 | | Finance costs | 6(b) | (7,710) | (9,166) | – | – | (7,710) | (9,166) | | Net return before taxation | | 14,314 | 21,821 | 84,053 | 214,274 | 98,367 | 236,095 | | Taxation | 9 | – | – | – | – | – | – | | Net return after taxation | | 14,314 | 21,821 | 84,053 | 214,274 | 98,367 | 236,095 | | | | | | | | | | | Basic and diluted return per ordinary share | 10(a) | 3.13p | 4.77p | 18.36p | 46.81p | 21.49p | 51.58p | The total return column of this statement represents HgT’s income statement. The supplementary revenue and capital return columns are both prepared under guidance published by the Association of Investment Companies (‘AIC’). All recognised gains and losses are disclosed in the revenue and capital columns of the income statement and as a consequence, no statement of comprehensive income has been presented. The movements in reserves are set out in note 21 to the financial statements. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. The following notes form part of these financial statements. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 61 Balance sheet as at 31 December 2025 | | | | | | --- | --- | --- | --- | | | | | | | | Notes | 2025 | 2024 | | | | £000 | £000 | | Fixed asset investments | | | | | Investments at fair value through profit or loss: | | | | | Investments | 12 | 2,471,098 | 2,375,294 | | Total fixed asset investments | | 2,471,098 | 2,375,294 | | Current assets – amounts receivable after one year: | | | | | Accrued income on fixed assets | 14 | 106,053 | 115,039 | | Debtors | 14 | – | – | | Current assets – amounts receivable within one year: | | | | | Debtors | 14 | 2,080 | 48,411 | | Investments at fair value through profit or loss: | | | | | Liquidity funds | 15 | 14,872 | 40,637 | | Uninvested capital in limited partnerships | 12 | – | – | | Cash at bank | 16 | 14,282 | 18,490 | | Total current assets | | 137,287 | 222,577 | | Creditors – amounts falling due within one year | 17 | (1,835) | (2,576) | | Net current assets | | 135,452 | 220,001 | | Creditors – amounts falling due after one year | 18 | (36,287) | (98,224) | | Net assets | | 2,570,263 | 2,497,071 | | Capital and reserves: | | | | | Called-up share capital | 20 | 11,443 | 11,443 | | Share premium account | 21 | 372,224 | 372,224 | | Capital redemption reserve | 21 | 1,258 | 1,258 | | Capital reserve – unrealised | 21 | 705,566 | 688,642 | | Capital reserve – realised | 21 | 1,476,219 | 1,409,090 | | Revenue reserve | 21 | 3,553 | 14,414 | | Total equity shareholders funds | | 2,570,263 | 2,497,071 | | Net asset value per ordinary share | 10(b) | 561.5p | 545.5p | | Ordinary shares in issue at 31 December | | 457,728,500 | 457,728,500 | The financial statements of HgCapital Trust plc (registered number 01525583) on page 59–77 were approved and authorised for issue by the Board of Directors on 6 March 2026 and signed on its behalf by: Jim Strang, Chairman Richard Brooman, Director The following notes form part of these financial statements. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 62 Statement of cash flows for the year ended 31 December 2025 | | | | | | --- | --- | --- | --- | | | | | | | | Notes | 2025 | 2024 | | | | £000 | £000 | | Net cash inflow/(outflow) from operating activities | 7 | 70,326 | (279,525) | | Investing activities: | | | | | Purchase of liquidity funds | 15 | (142,987) | (280,841) | | Redemption of liquidity funds | 15 | 165,291 | 467,948 | | Net cash inflow from investing activities | | 22,304 | 187,107 | | Financing activities: | | | | | Drawdown of loan facility | 18 | 64,227 | 138,147 | | Repayment of loan facility | 18 | (128,180) | (39,923) | | Servicing of finance | | (7,710) | (9,166) | | Equity dividends paid | 11 | (25,175) | (29,753) | | Net cash (outflow)/inflow from financing activities | | (96,838) | 59,305 | | | | | | | Decrease in cash and cash equivalents in the year | 16 | (4,208) | (33,113) | | Cash and cash equivalents at 1 January | 16 | 18,490 | 51,603 | | Cash and cash equivalents at 31 December | 16 | 14,282 | 18,490 | The following notes form part of these financial statements. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 63 Statement of changes in equity for the year ended 31 December 2025 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | Non-distributable | | | | Distributable | | | | | Notes | Share capital £000 | Share premium account £000 | Capital redemption reserve £000 | Capital reserve – unrealised £000 | Capital reserve – realised £000 | Revenue reserve £000 | Total £000 | | At 1 January 2024 | | 11,443 | 372,224 | 1,258 | 593,019 | 1,290,439 | 22,346 | 2,290,729 | | Net return after taxation | | – | – | – | 95,623 | 118,651 | 21,821 | 236,095 | | Equity dividends paid | 11 | – | – | – | – | – | (29,753) | (29,753) | | At 31 December 2024 | | 11,443 | 372,224 | 1,258 | 688,642 | 1,409,090 | 14,414 | 2,497,071 | | At 1 January 2025 | | 11,443 | 372,224 | 1,258 | 688,642 | 1,409,090 | 14,414 | 2,497,071 | | Net return after taxation | | – | – | – | 16,924 | 67,129 | 14,314 | 98,367 | | Equity dividends paid | 11 | – | – | – | – | – | (25,175) | (25,175) | | At 31 December 2025 | | 11,443 | 372,224 | 1,258 | 705,566 | 1,476,219 | 3,553 | 2,570,263 | The following notes form part of these financial statements. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 64 Notes to the financial statements 1.  Principal activity The principal activity of HgT is investment. HgT is an investment company as defined by section 833 of the Companies Act 2006 and an investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010 (‘CTA 2010’) and is registered as a company in England and Wales under number 01525583, with its registered office at 2 More London Riverside, London, SE1 2AP. 2.  Basis of preparation The financial statements have been prepared under the historical cost convention, except for the revaluation of financial instruments at fair value as permitted by the Companies Act 2006 and in accordance with applicable UK law and UK Accounting Standards (‘UK GAAP’), including Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (‘FRS 102’) and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (‘SORP’), issued in July 2022. All of HgT’s operations are of a continuing nature. After reviewing forecasts and stressed scenarios, the Directors have a reasonable expectation that HgT will have adequate resources to continue in operational existence for the next 12-month period from the date of approval of this report. Accordingly, they continue to adopt the going-concern basis in preparing these financial statements. 3.  Organisational structure and accounting policies Investment income and interest receivable As stated above, all income that is recognised by the funds, net of PPS, is allocated to HgT and recognised when the right to this income is established. The accounting policies below apply to the recognition of income by the funds, prior to allocation between the Partners: Interest income on non-equity shares and fixed income securities is recognised on a time apportionment basis so as to reflect the effective yield when it is probable that it will be realised. Dividends receivable on unlisted equity shares where there is no ex-dividend date and on non-equity shares are brought into account when the right to receive payment is established. Income from listed equity investments, including taxes deducted at source, is included in revenue by reference to the date on which the investment is quoted ex-dividend. Where dividends are received in the form of additional shares rather than cash dividends, the equivalent of the cash dividend is recognised as the income in the revenue account and any excess in the value of the shares received over the amount of the cash dividend is recognised in the capital reserve – realised. Limited Partnerships HgT entered into separate limited partnership agreements to establish investment-holding limited partnerships to carry on the business of an investor, with HgT being the sole limited partner in these entities with the exception of HGT 8 LP and HGT LP, in which it is the majority limited partner. Under the partnership agreements, HgT made capital commitments into the funds, with the result that HgT now holds direct investments in those funds and an indirect investment in the fixed-asset investments which are held by the funds, as it is the majority limited partner. These direct investments are included under fixed-asset investments on the balance sheet and in the table of investments on page 61. The underlying investments which are held indirectly are included in the overview of investments on pages 50 and 51. HgT does not have control over the operating, financial or governance activities of the limited partnerships in which it is a limited partner. The general partner of these partnerships has the day-to-day control and ultimate decision making powers over the activities of these partnerships. The investments are held as part of an investment portfolio and are measured at fair value and are excluded from consolidation on these grounds as per FRS 102 section 9.9C. Priority profit share under the limited partnership agreements Under the terms of the fund LPA's, each general partner (see note 5) is entitled to appropriate, as a first charge on the net income of the funds, an amount equivalent to its priority profit share (‘PPS’). HgT is entitled to net income from the funds, after payment of the PPS. In years in which these funds have not yet earned sufficient net income to satisfy the PPS, the entitlement is carried forward to the following years. The PPS is payable quarterly in advance, even if insufficient net income has been earned. Where the cash amount paid exceeds the net income, an interest-free loan is advanced to the general partner by these funds, which is funded by a capital call from HgT. Such loans are recoverable from the general partner only by an appropriation of net income until net income is earned. At the HgT level such a call is expensed in the capital column as these amounts are not recoverable (see note 5). Accordingly, HgT’s entitlement to net income and net capital gains is shown in the appropriate lines of the income statement. Notes 4, 5 and 10 to the financial statements disclose the gross income and gross capital gains of the funds and also reflect the proportion of net income and capital gains in the funds which has been paid to the general partner as its PPS. The PPS paid from net income is charged to the revenue account in the income statement, where there is insufficient income PPS is charged as an unrealised depreciation to the capital return on the income statement. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 65 Expenses All expenses are accounted for on an accruals basis. All administrative expenses are charged wholly to the revenue account. Dividend Dividend distributions are recognised at the time of declaration to shareholders and are recognised as a liability in the year that they are approved unconditionally. Current and other non-current assets Financial assets and financial liabilities are recognised in HgT’s balance sheet when HgT becomes a party to the contractual provisions of the instrument. Trade receivables are stated at nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the revenue return on the income statement. Cash comprises current accounts held with banks. Foreign currency The functional and presentation currency is pounds sterling, reflecting the economic environment in which HgT predominantly operates. All transactions in foreign currencies are translated into sterling at the rates of exchange ruling at the dates of such transactions and the resulting exchange differences are taken to the capital reserve – realised or revenue, as appropriate. Foreign currency assets and liabilities at the balance sheet date are translated into sterling at the exchange rates ruling at that date and the resulting exchange differences are taken to the capital reserve, unrealised or revenue as appropriate. Taxation Income taxes represent the sum of the tax currently payable, withholding taxes suffered and deferred tax. Tax is charged or credited in the income statement. Deferred tax is recognised on all timing differences at the reporting date. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Investments The principle applied is that investments should be reported at ‘fair value’, in accordance with Sections 11 and 12 of FRS 102 and the International Private Equity and Venture Capital (‘IPEV’) Valuation Guidelines, December 2022 edition. Where relevant, HgT applies the policies stated below to the investments held by the funds, in order to determine the fair value of its investments in these limited partnerships. Purchases of investments are recognised on a trade date basis. Sales of investments held through the funds are recognised at the trade date of the disposal. Proceeds are measured at fair value, which is regarded as the proceeds of sale less any transaction costs. Quoted: Quoted investments are held at fair value, which is deemed to be their bid price. Unquoted: Unquoted investments are also held at fair value and are valued using the following guidelines: (i)    the level of maintainable earnings or revenue and an appropriate earnings or revenue multiple, unless (iii) is required; (ii)    where more appropriate, investments can be valued based on other methodologies, including using their net assets or discounted cash flows, rather than on their earnings or revenue; and (iii)    appropriate fair value movements are made against all individual valuations where necessary to reflect unsatisfactory financial performance or a fall in comparable ratings. Debt: The investments are valued using discounted cash flows, considering the impact of changes in the credit risk of the portfolio company and changes to the market rates of return on fair value. Liquidity funds: these are short-term investments made in a combination of fixed and floating rate securities and are valued at the current fair value as determined by the manager of the fund. They can be realised at short notice. Derivative financial instruments: derivative financial instruments are held at fair value and are valued using quoted market prices for financial instruments traded in active markets, or dealer price quotations for financial instruments that are not actively traded. Both realised and unrealised gains and losses arising on fixed asset investments, financial assets and liabilities and derivative financial instruments, are taken to the capital reserves. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 66 Share capital Ordinary shares issued are recognised based on the proceeds or fair value received, with the excess of the amount received over their nominal value being credited to the share premium account. Direct issue costs are deducted from equity. Critical accounting estimates and key sources of estimation uncertainty The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported year. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. The estimates and assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key accounting estimate is in respect of the determination of the fair value of financial assets classified as fair value through profit or loss (FVTPL). The methodology used in determining fair values is disclosed above. An attribution analysis of movements in the fair value of investments can be found on page 40 and an analysis of the trading performance and valuation and gearing analysis of the indirect portfolio by value can be found from pages 52 to 57. A sensitivity analysis to equity price risk can be found in note 19. 4.  Income | | | | | --- | --- | --- | | | | | | | Revenue return | | | | 2025 | 2024 | | | £000 | £000 | | Total net income comprises: | | | | Interest | 26,886 | 35,942 | | Total net income | 26,886 | 35,942 | All income that is recognised by the funds, net of PPS, is allocated to HgT and recognised when the right to this income is established. This income and PPS is analysed further below. | | | | | --- | --- | --- | | | | | | | Revenue return | | | | 2025 | 2024 | | | £000 | £000 | | Income from investments held by the funds | | | | Unquoted investment income | 45,601 | 49,669 | | Other investment income: | | | | Liquidity funds income | 662 | 4,813 | | Total investment income | 46,263 | 54,482 | | Total other income | 191 | 484 | | Total income | 46,454 | 54,966 | | Priority profit share charge against income: | | | | Current period - HGT Genesis 10 LP | (8,674) | (5,833) | | Current period - HGT Genesis 9 LP | (6,331) | (6,684) | | Current period - HGT Saturn LP | (1,631) | (753) | | Current period - HGT Mercury 3 LP | (1,265) | (1,222) | | Current period - HGT Saturn 2 LP | (672) | (148) | | Current period - HGT LP | (509) | (362) | | Current period - HGT Mercury 4 LP | (304) | (1,078) | | Current period - HGT 7 LP | (176) | (113) | | Current period - HGT 8 LP | (6) | (140) | | Current period - HGT Mercury 2 LP | – | (2,691) | | Total priority profit share charge against income (note 5) | (19,568) | (19,024) | | Total net income | 26,886 | 35,942 | Capital reserves Capital reserve – realised The following are accounted for in this reserve: (i)    gains and losses on the realisation of investments; (ii)  losses on investments where there is little prospect of realisation or recovering any value; (iii)  realised exchange differences of a capital nature; and (iv)  expenses, together with the related taxation effect, charged to this reserve in accordance with the above policies. Capital reserve – unrealised The following are accounted for in this reserve: (i)    increases and decreases in the valuation of investments held at the year-end; (ii)  increases and decreases in the valuation of the loans to general partners; and (iii)  unrealised exchange differences of a capital nature. Strategic report Hg’s review Financial statements Corporate governance Further information 67 Annual Report & Accounts 2025 The information below relates to the funds and has been included as additional information: | | | | | --- | --- | --- | | | | | | | Revenue return | | | | 2025 | 2024 | | Priority profit share payable to general partners | £000 | £000 | | Priority profit share payable: | | | | Current year amount | 31,570 | 29,023 | | | | | | Movement on loans to general partners: | | | | Less: Current year loans advanced to general partners | (16,184) | (12,959) | | Add: Prior year loans recovered from general partners | 4,182 | 2,960 | | Total losses on priority profit share loans advanced to general partners | (12,002) | (9,999) | | | | | | Current year charge against income | 19,568 | 19,024 | | Total priority profit share charge against income (note 4) | 19,568 | 19,024 | The priority profit share payable on the funds rank as a first appropriation of net income from investments held in these partnerships respectively and is deducted prior to such income being attributed to HgT in its capacity as a Limited Partner. The net income of the funds earned during the year, after the deduction of the priority profit share, is shown on the income statement. In years in which the funds described in note 5 have not yet earned sufficient net income to satisfy the priority profit share, the entitlement is carried forward to the following years. The priority profit share is payable quarterly in advance, even if insufficient net income has been earned. Where the cash amount paid exceeds the net income, an interest free loan is advanced to the general partner by these funds, which is funded via a loan from HgT. Such loan is only recoverable from the general partner by an appropriation of net income. Until sufficient net income is earned, no value is attributed to this loan and hence an unrealised capital loss is recognised and reversed if sufficient income is subsequently generated. The terms of the above priority profit share arrangements during 2025 were: | | | | --- | --- | | | | | Fund partnership | Priority profit share | | HGT Genesis 10 LP | 1.75% on the fund commitment during the investment period | | HGT Genesis 9 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT 8 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT 7 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Mercury 4 LP | 1.75% on the fund commitment during the investment period | | HGT Mercury 3 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Mercury 2 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Saturn 4 LP | 1.0% on the fund commitment during the investment period | | HGT Saturn 3 LP | 0.75% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Saturn 2 LP | 0.75% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Saturn LP | 1.0% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT LP | 1.0% of original cost of investments in the fund, excluding co-investment | 5.  Priority profit share Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 68 | | | | | --- | --- | --- | | | | | | | Revenue return | | | | 2025 | 2024 | | (a) Operating expenses | £000 | £000 | | Registrar, management and administration fees | 2,586 | 2,288 | | Directors remuneration (note 8)1 | 461 | 412 | | Legal and other administration costs | 1,662 | 2,094 | | | 4,709 | 4,794 | | Fees payable to HgT's auditor in relation to HgT: | | | | Audit fees2 | 153 | 161 | | Total fees payable to HgT's auditor | 153 | 161 | | Total other expenses | 4,862 | 4,955 | 1  Excludes employer’s National Insurance contributions of £55,000 (2024: £45,400). 2 The audit fee is inclusive of VAT at the rate of 20%. In addition to the audit fees payable to the auditor in relation to HgT, audit fees payable to the auditor for the financial statements audit of the funds in which HgT has an investment were £109,780 (2024: £101,265). | | | | | --- | --- | --- | | | | | | | Revenue return | | | | 2025 | 2024 | | (b) Finance costs | £000 | £000 | | Interest paid | 1,647 | 2,596 | | Non-utilisation fees and other expenses | 4,563 | 4,351 | | Arrangement fees | 1,500 | 2,219 | | Total finance costs | 7,710 | 9,166 | 6.  Other expenses 7.  Cash flow from operating activities | | | | | --- | --- | --- | | | | | | Reconciliation of net return before finance costs and taxation to net cash flow from operating activities | 2025 £000 | 2024 £000 | | Net return before finance costs and taxation | 106,077 | 245,261 | | Net loss / (gains) | (96,055) | (224,273) | | Purchase of fixed asset investments | (220,401) | (643,225) | | Increase in uninvested capital | – | 1,906 | | Net cash flows relating to the purchase of fixed asset investments | (220,401) | (641,319) | | Proceeds from the sale of fixed asset investments | 194,972 | 298,554 | | Non-cash movement on transactions | 30,495 | (23,494) | | Decrease/(Increase) in accrued income from liquidity funds | 662 | (4,813) | | Decrease in accrued income and other debtors | 55,317 | 71,867 | | Decrease in creditors | (741) | (1,308) | | Net cash inflow/(outflow) from operating activities | 70,326 | (279,525) | The 2024 sale proceeds figure which amounted to £275,060,000 has been disaggregated to exclude non-cash items. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 69 8.  Directors’ remuneration The aggregate remuneration of the Directors for the year to 31 December 2025 was £460,668 (2024: £412,434). Further information on the Directors’ remuneration is disclosed in the Directors’ remuneration report on pages 110-113. 9.  Taxation In the opinion of the Directors, HgT has complied with the requirements of section 1158 and section 1159 of the CTA 2010 and will, therefore, be exempt from corporation tax on any capital gains reported in the capital return during the year. To the extent possible, HgT will elect to designate the interim dividend (see note 11) as an interest distribution to its shareholders and the final dividend distributed as dividend. This interest distribution is treated as a tax deduction against taxable income in the revenue return and results in a reduction of corporation tax being payable by HgT at 31 December 2025. The rate of corporation tax in the UK for a company was 25.0% during the year (2024: tax rate of 25.0%). However, the tax charge in the current and previous year was lower than the standard and effective tax rate, owing largely to the reduction in corporation tax from the interest distribution noted above. The effect of this and other items affecting the tax charge is shown in note 9(b) below. | | | | | --- | --- | --- | | | | | | | Revenue return | | | | 2025 | 2024 | | (a) Analysis of charge in the year | £000 | £000 | | Current tax: | | | | UK corporation tax | 3,579 | 5,455 | | Income streaming relief | (2,289) | (2,289) | | Income not subject to tax | (1,290) | (3,166) | | Current revenue tax charge/(credit) for the year | – | – | | Deferred tax: | | | | Reversal of timing differences | – | – | | Total deferred tax charge for the year (note 9(c)) | – | – | | Total taxation charge/(credit) | – | – | | | | | | --- | --- | --- | | | | | | | Revenue return | | | | 2025 | 2024 | | (b) Factors affecting tax charge/(credit) for the year | £000 | £000 | | Net revenue return before taxation | 14,314 | 21,821 | | UK corporation tax charge at 25% thereon (2024: 25%) | 3,579 | 5,455 | | Effects of: | | | | Tax relief from interest distribution | (2,289) | (2,289) | | Income not subject to tax | (1,290) | (3,166) | | Total differences | (3,579) | (5,455) | | Total taxation charge/(credit) | – | – | There is no deferred taxation to be recognised (2024: £nil). 10.  Return and net asset value per ordinary share | | | | | | | --- | --- | --- | --- | --- | | | | | | | | | Revenue return | | Capital return | | | (a) Basic and diluted return per ordinary share | 2025 | 2024 | 2025 | 2024 | | Amount (£000): | | | | | | Net return after taxation | 14,314 | 21,821 | 84,053 | 214,274 | | Weighted average number of ordinary shares (000): | | | | | | Weighted average number of ordinary shares in issue | 457,729 | 457,729 | 457,729 | 457,729 | | Basic and diluted return per ordinary share (pence) | 3.13 | 4.77 | 18.36 | 46.81 | The basic and diluted EPS are the same as HgT does not have dilutive financial instruments. | | | | | --- | --- | --- | | | | | | | Capital return | | | (b) Net asset value per ordinary share | 2025 | 2024 | | Amount (£000): | | | | Net assets | 2,570,263 | 2,497,071 | | Number of ordinary shares (000): | | | | Number of ordinary shares in issue | 457,729 | 457,729 | | Net asset value per ordinary share (pence) | 561.5 | 545.5 | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 70 11.  Dividends on ordinary shares | | | | | | | --- | --- | --- | --- | --- | | | | | | | | | | | 2025 | 2024 | | | Record date | Payment date | £000 | £000 | | Interim Dividend of 2.0p for the year ended 31 December 2025 | 25/9/2025 | 24/10/2025 | 9,155 | – | | Final Dividend of 3.5p for the year ended 31 December 2024 | 20/3/2025 | 19/5/2025 | 16,020 | – | | Interim Dividend of 2.0p for the year ended 31 December 2024 | 26/9/2024 | 25/10/2024 | – | 9,155 | | Final Dividend of 4.5p for the year ended 31 December 2023 | 21/3/2024 | 21/5/2024 | – | 20,598 | | Total equity dividends paid | | | 25,175 | 29,753 | The proposed final dividend of 3.0 pence per ordinary share for the year ended 31 December 2025 is subject to approval by the shareholders at the annual general meeting and has not been included as a liability in these financial statements. The total dividends payable in respect of the financial year, which form the basis of the retention test as set out in Section 1159 of the CTA 2010, are set out below: | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Revenue available for distribution by way of dividend for the year | 14,314 | 21,821 | | Interim Dividend of 2.0p for the year ended 31 December 2025 | (9,155) | (9,155) | | Proposed final dividend of 3.0p for the year ended 31 December 2025 (based on 457,728,500 ordinary shares in issue at 31 December 2025) | (13,732) | (16,020) | | (Distributions in excess of revenue)/Undistributed revenue for Section 1159 purposes\* | (8,573) | (3,354) | \*    Distributions in excess of revenue are financed by distributable reserves. 12.  Fixed asset investments | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Investments held at fair value through profit or loss: | | | | HGT Saturn 3 LP | 683,188 | 625,250 | | HGT Genesis 10 LP | 368,018 | 227,457 | | HGT Saturn 2 LP | 321,917 | 351,828 | | HGT Genesis 9 LP | 299,450 | 344,365 | | HGT LP | 233,259 | 227,039 | | HGT 8 LP | 190,399 | 234,290 | | HGT Saturn LP | 102,687 | 117,482 | | HGT Mercury 4 LP | 94,591 | 81,151 | | HGT Mercury 3 LP | 78,181 | 76,762 | | HGT Mercury 2 LP | 72,165 | 78,088 | | HGT 7 LP | 18,614 | 19,253 | | HGT Saturn 4 LP | 13,819 | – | | Other1 | (5,190) | (7,671) | | Total fixed asset investments | 2,471,098 | 2,375,294 | | Total fixed asset investments consist of: | | | | Fund limited partnerships | 2,471,098 | 2,375,294 | 1 Includes HgT currency hedges and direct investments. | | | | | | --- | --- | --- | --- | | | | | | | | | 2025 | 2024 | | | | £000 | £000 | | Opening valuation as at 1 January | | 2,375,294 | 1,783,857 | | Opening unrealised appreciation | - investments | (463,424) | (369,326) | | Opening book cost as at 1 January | | 1,911,870 | 1,414,531 | | Movements in the year: | | | | | Additions at cost | | 220,401 | 643,225 | | Disposals | | (194,972) | (220,029) | | | - realised gains on sales | 67,129 | 74,143 | | Closing book cost of investments | | 2,004,428 | 1,911,870 | | Add: closing unrealised appreciation | - investments | 466,670 | 463,424 | | Closing valuation of investments at 31 December | | 2,471,098 | 2,375,294 | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 71 13.  Gains on investments and liquidity funds | | | | | | --- | --- | --- | --- | | | | | | | | | Capital return | | | | | 2025 | 2024 | | | | £000 | £000 | | Realised: | | | | | Realised gains/(losses) | - fixed asset investments | 67,129 | 74,143 | | | - reallocation between reserves | – | 35,964 | | | - liquidity funds | – | (9) | | | - aborted deal fees | – | 8,553 | | Net realised gains | | 67,129 | 118,651 | | Unrealised: | | | | | Unrealised (losses)/gains | - fixed asset investments | 3,246 | 94,098 | | | - reallocation of investment fees to revenue reserve | – | 29,023 | | | - foreign exchange on investments | 30,495 | (23,495) | | | - liquidity funds | (2,799) | 1,010 | | | - aborted deal fees | – | 4,986 | | | - foreign exchange on loan facility | (2,016) | – | | | | 28,926 | 105,622 | | Net unrealised gains | | 28,926 | 105,622 | | Total gains | | 96,055 | 224,273 | Page 40 of the Manager’s Review contains an analysis of all material realised and unrealised movements in value of individual portfolio investments held as fixed asset investments, in accordance with paragraph 28 and 29 of the ‘SORP’. 14.  Debtors and accrued income | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Amounts receivable after one year: | | | | Accrued income on fixed assets | 106,053 | 115,039 | | Total amounts receivable after one year | 106,053 | 115,039 | | Amounts receivable within one year: | | | | Prepayments and other debtors | 2,080 | 3,399 | | Deferred consideration | – | 45,012 | | Total amounts receivable within one year | 2,080 | 48,411 | | Total debtors | 108,133 | 163,450 | Accrued income on fixed assets represents the accrued interest on fixed rate and floating rate debt instruments. The payment profile of the interest normally follows the redemption of the underlying portfolio company. 15.  Liquidity funds | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Investments held at fair value through profit or loss: | | | | Opening valuation | 40,637 | 221,930 | | Purchases at cost | 142,987 | 280,841 | | Redemptions | (165,291) | (467,948) | | Foreign exchange gains/(losses) | (2,799) | 1,010 | | Movement in accrued income | (662) | 4,813 | | Realised capital (losses)/gains | – | (9) | | Closing valuation | 14,872 | 40,637 | 16.  Movement in net debt | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Analysis and reconciliation of net funds: | | | | Net funds at 1 January | (79,734) | 51,603 | | Change in cash | (4,208) | (33,113) | | Change in debt due after one year | 63,953 | (98,224) | | Other non-cash changes | (2,016) | – | | Net (debt)/funds at 31 December | (22,005) | (79,734) | | Net funds comprise: | | | | Cash | 14,282 | 18,490 | | Debt due after one year | (36,287) | (98,224) | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 72 19.  Financial risk The following disclosures relating to the risks faced by HgT are provided in accordance with sections 11 and 12 of FRS 102. The reference to investments in this note is in relation to the underlying investments in HGT LP, HGT 7 LP, HGT 8 LP, HGT Genesis 9 LP, HGT Genesis 10 LP, HGT Mercury 2 LP, HGT Mercury 3 LP, HGT Mercury 4 LP, HGT Saturn LP, HGT Saturn 2 LP, HGT Saturn 3 LP HGT Saturn 4 LP and as described in note 3 on page 64. Financial instruments and risk profile HgT’s investment objective is to achieve long-term capital appreciation by indirectly investing in unquoted companies. It does this through its investments in fund partnerships, mostly in the UK and Europe. Additionally, HgT holds European and US Government securities, cash, liquidity funds and items such as debtors and creditors arising directly from its operations. In pursuing its investment objective, HgT is exposed to a variety of risks that could result in either a reduction of HgT’s net assets or a reduction in the profits available for distribution by way of dividends. Valuation risk, market risk (comprising currency risk and interest rate risk), liquidity risk and credit risk, and the Directors’ approach to the management of them, are described below. The Board and Hg coordinate HgT’s risk management. The objectives, policies and processes for managing the risks, and the methods used to manage the risks, that are set out below, have not changed from the previous accounting period. Valuation risk HgT’s exposure to valuation risk arises mainly from movements in the value of the underlying investments (held through fund partnerships), the majority of which are unquoted. A breakdown of HgT’s portfolio is given on page 45 and a breakdown of the most significant underlying investments is given on page 50. In accordance with HgT’s accounting policies, the investments in fund limited partnerships are valued by reference to their underlying unquoted investments, which are valued by the Directors following the IPEV Valuation Guidelines. Pages 72 and 73 includes details of the most significant assumptions included in the valuations. HgT does not hedge against movements in the value of these investments, apart from foreign exchange movements as explained below, though the borrowing arranged to fund these investments is normally denominated in the currency in which the business is operating and valued (see page 75). HgT has exposure to interest rate movements, through bank deposits and liquidity funds. In the opinion of the Directors, the diversified nature of HgT’s investments significantly reduces the risks of investing in unquoted companies. FRS 102 requires HgT to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: •Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). •Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). •Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The level in the fair value hierarchy, within which the fair value measurement is categorised in its entirety, is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes an ‘observable’ input requires significant judgement by the Board. The Board considers observable data relating to investments actively traded in organised financial markets, in which case fair value is generally determined by reference to stock exchange quoted market bid prices at the close of business on the balance sheet date, without adjustment for transaction costs necessary to realise the asset. The following table analyses, within the fair value hierarchy, the fund’s financial assets (by class) measured at fair value at 31 December 2025. 18.  Bank facility | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Facility at 1 January | 98,224 | – | | Draw on loan facility | 64,227 | 138,147 | | Repayment of loan facility | (128,180) | (39,923) | | Unrealised foreign exchange (gains)/losses | 2,016 | – | | Total loan facility | 36,287 | 98,224 | In March 2023 the facility was increased to £350,000,000. In March 2024 this was further increased to £375,000,000. Under the facility agreement, HgT is liable to pay interest on any drawn amount at EURIBOR plus a margin of 3.40%. A commitment fee of 1.30% is liable on any undrawn commitment. The facility expires in March 2027. The facility was drawn for £36,287,000 as at the end of the year. The facility is secured by a fixed and floating charge over the company's assets. 17.  Creditors – amounts falling due within one year | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Accruals | 1,835 | 2,576 | | Total creditors | 1,835 | 2,576 | The Directors consider that the carrying amount of creditors approximates their fair value. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 73 | | | | | | | --- | --- | --- | --- | --- | | | | | | | | | Level 1 | Level 2 | Level 3 | Total | | | £000 | £000 | £000 | £000 | | Investments held at fair value through profit or loss: | | | | | | - Investment in HGT Saturn 3 LP | – | – | 683,188 | 683,188 | | - Investment in HGT Genesis 10 LP | – | – | 368,018 | 368,018 | | - Investment in HGT Saturn 2 LP | – | – | 321,917 | 321,917 | | - Investment in HGT Genesis 9 LP | – | – | 299,450 | 299,450 | | - Investment in HGT LP | – | – | 233,259 | 233,259 | | - Investment in HGT 8 LP | – | – | 190,399 | 190,399 | | - Investment in HGT Saturn LP | – | – | 102,687 | 102,687 | | - Investment in HGT Mercury 4 LP | – | – | 94,591 | 94,591 | | - Investment in HGT Mercury 3 LP | – | – | 78,181 | 78,181 | | - Investment in HGT Mercury 2 LP | – | – | 72,165 | 72,165 | | - Investment in HGT 7 LP | – | – | 18,614 | 18,614 | | - Investment in HGT Saturn 4 LP | – | – | 13,819 | 13,819 | | - Other investments¹ | – | (5,190) | – | (5,190) | | Total fixed asset investments | – | (5,190) | 2,476,288 | 2,471,098 | | - Liquidity funds | – | 14,872 | – | 14,872 | | Total investments as at 31 December 2025 | – | 9,682 | 2,476,288 | 2,485,970 | 1 Includes HgT currency hedges. | | | | | | | --- | --- | --- | --- | --- | | | | | | | | | Level 1 | Level 2 | Level 3 | Total | | | £000 | £000 | £000 | £000 | | Investments held at fair value through profit or loss: | | | | | | - Investment in HGT Saturn 3 LP | – | – | 625,250 | 625,250 | | - Investment in HGT Saturn 2 LP | – | – | 351,828 | 351,828 | | - Investment in HGT Genesis 9 LP | – | – | 344,365 | 344,365 | | - Investment in HGT 8 LP | – | – | 234,290 | 234,290 | | - Investment in HGT Genesis 10 LP | – | – | 227,457 | 227,457 | | - Investment in HGT LP | – | – | 227,039 | 227,039 | | - Investment in HGT Saturn LP | – | – | 117,482 | 117,482 | | - Investment in HGT Mercury 4 LP | – | – | 81,151 | 81,151 | | - Investment in HGT Mercury 2 LP | – | – | 78,088 | 78,088 | | - Investment in HGT Mercury 3 LP | – | – | 76,762 | 76,762 | | - Investment in HGT 7 LP | – | – | 19,253 | 19,253 | | - Other investments¹ | – | (7,671) | – | (7,671) | | Total fixed asset investments | – | (7,671) | 2,382,965 | 2,375,294 | | - Liquidity funds | – | 40,637 | – | 40,637 | | Total investments as at 31 December 2024 | – | 32,966 | 2,382,965 | 2,415,931 | 1 Includes HgT currency hedges and other direct investments. Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include government securities and actively traded listed equities. HgT does not adjust the quoted bid price of these investments. Financial instruments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. Investments classified within level 3 have significant unobservable inputs. Level 3 instruments include private equity and corporate debt securities. As observable prices are not available for these securities, the Board has used valuation techniques to derive the fair value. In respect of unquoted instruments, or where the market for a financial instrument is not active, fair value is established by using recognised valuation methodologies, in accordance with IPEV Valuation Guidelines. Fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction. There were no transfers of assets from level 1 to level 2 or 3, level 2 to level 1 or 3 and level 3 to level 1 or 2. The following table presents the movement in level 3 investments for the year ended 31 December 2025 by class of financial instrument. | | | | | --- | --- | --- | | | | | | Total investments in limited partnerships | 2025 | 2024 | | | £000 | £000 | | Opening balance | 2,375,294 | 1,783,857 | | Purchases | 220,401 | 643,225 | | Realisations at 31 December 2024 valuation | (127,843) | (145,886) | | Unrealised appreciation of fixed asset investments | 3,246 | 94,098 | | Closing unrealised valuation of level 3 investments | 2,471,098 | 2,375,294 | Equity price risk Equity price risk is the risk of a fall in the fair value of HgT’s ownership interests (comprising equities and shareholder loans) held by HgT indirectly through its direct investments in fund limited partnerships. The Board revalues each investment on a quarterly basis. The Board manages the risks inherent in HgT’s investment activities by ensuring full and timely access to relevant information from Hg. The Board meets regularly and at each meeting reviews the trading performance of the principal underlying investments. If there appears to the Board to be a fair value movement in value between regular valuations, it can revalue the investment. The Board also monitors Hg’s compliance with HgT’s investment objective and investment policy. For unquoted equity investments, the market risk variable is deemed to be the multiples applied to a maintainable earnings figure to calculate the individual investment Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 74 valuations within each of the funds; borrowing is then deducted to arrive at a valuation of the net equity held by HgT. These multiples are largely based on the trading multiples of comparable businesses, both quoted and unquoted, and therefore there is a potential impact on the valuation of unquoted investments of a compression in the multiples of such businesses. Hg’s best estimate of the effect on the net assets of HgT due to a 1x reduction in the multiples applied to calculate the enterprise value of each investment valued on an EBITDA basis, is as follows: | | | | | | | --- | --- | --- | --- | --- | | | | | | | | | 2025 | | 20241 | | | | £000 | NAV per ordinary share Pence | £000 | NAV per ordinary share Pence | | Sensitivity to equity price risk: 1x reduction in EV to EBITDA multiple applied to unquoted investments | (178,411) | (39.0) | (149,033) | (32.6) | Hg’s best estimate of the effect on the net assets of HgT due to a 0.3x reduction in the multiples applied to calculate the enterprise value of each investment valued on a revenue basis (which implies a 30% margin which is typical for the underlying portfolio companies in which HgT invests), with all other variables held constant, is as follows: | | | | | | | --- | --- | --- | --- | --- | | | | | | | | | 2025 | | 20241 | | | | £000 | NAV per ordinary share Pence | £000 | NAV per ordinary share Pence | | Sensitivity to equity price risk: 0.3x reduction in EV to Revenue multiple applied to unquoted investments | (13,785) | (3.0) | (11,378) | (2.5) | 1    In the prior year, a 1x reduction was applied to both EBITDA and revenue multiples. The figures as at 31 December 2024 above have been disaggregated to reflect the revised methodology applied in 2025 and to show the sensitivity to revenue and EBITDA multiples separately. There are likely to be other correlations (either positive or negative) between the assumptions and other factors. Other inputs, such as the earnings of individual investments within the funds are likely to have a significant impact on the value of unquoted investments. See page 52 of the Manager’s report for an analysis of the portfolio trading performance as at 31 December 2025. The Board regularly stress tests the net asset value. Credit risk Credit risk is the risk of financial loss in the event that any of HgT’s market counterparties fail to fulfil their contractual obligations to HgT. HgT’s financial assets (excluding fixed asset investments) that are subject to credit risk, were neither impaired nor overdue at the year-end. HgT’s cash balances were held with the Royal Bank of Scotland International and amounts not required for day-to-day use were invested in liquidity funds managed by Treasury Spring. HgT subscribes only to funds with sovereign debt or bank deposits as their underlying asset. Foreign exchange forward contracts and options are held with counterparties which have credit ratings which the Board considers to be adequate. The Board regularly monitors the credit quality and financial position of these market counterparties. The credit quality of the above mentioned financial assets was deemed satisfactory. Market risk The fair value of future cash flows of a financial instrument held by HgT may fluctuate due to changes in market prices of comparable businesses. This market risk may comprise: currency risk (see below), interest rate risk and/or equity price risk (see above). The Board of Directors reviews and agrees policies for managing these risks. Hg assesses the exposure to market risk when making each investment decision, and monitors the overall level of market risk across all of HgT’s investments on an ongoing basis. Currency risk and sensitivity HgT is exposed to currency risk as a result of investing in fund partnerships which invest in companies that operate and are therefore valued in currencies other than sterling. The value of these assets in sterling, being HgT’s functional currency, can be significantly influenced by movements in foreign exchange rates. Borrowing raised to fund each acquisition in such companies is normally denominated in the currency in which the business is operating and valued, thus limiting HgT’s exposure to the value of its investments, rather than the gross enterprise value. From time to time, HgT is partially hedged against movements in the value of foreign currency against sterling where a movement in exchange rate could affect the value of an investment, as explained below. Hg monitors HgT’s exposure to foreign currencies and reports to the Board on a regular basis. The following table illustrates the sensitivity of the revenue and capital return for the year in relation to HgT’s year-end financial exposure to movements in foreign exchange rates against sterling. The rates represent the range of movements against sterling over the current year for the currencies listed, and are considered the best estimate for movements looking forward. In the opinion of the Directors, the sensitivity analysis below may not be representative of the year as a whole, since the level of exposure changes as HgT’s holdings change through the purchase and realisation of investments to meet HgT’s objectives. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 75 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | 2025 | | | | | 2024 | | | | | | Revenue return | | Capital return | | Revenue return | | | Capital return | | | | | NAV per ordinary share | | NAV per ordinary share | | | NAV per ordinary share | | NAV per ordinary share | | | £000 | Pence | £000 | Pence | | £000 | Pence | £000 | Pence | | Highest value against sterling during the year: | | | | | | | | | | | Euro | (1,350) | (2.9) | (18,183) | (39.7) | | (222) | (0.5) | (3,347) | (7.3) | | US dollar | (1,267) | (2.8) | (58,064) | (126.9) | | (993) | (2.2) | (67,380) | (147.2) | | | (2,617) | (5.7) | (76,247) | (166.6) | | (1,215) | (2.7) | (70,727) | (154.5) | | Lowest value against sterling during the year: | | | | | | | | | | | Euro | 6,998 | 15.3 | 94,248 | 205.9 | | 2,470 | 5.4 | 37,232 | 81.3 | | US dollar | 277 | 0.6 | 12,677 | 27.7 | | 234 | 0.5 | 15,861 | 34.7 | | | 7,275 | 15.9 | 106,925 | 233.6 | | 2,704 | 5.9 | 53,093 | 116.0 | At 31 December 2025, the following rates were applied to convert foreign denominated assets into sterling: Euro (1.1453); US dollar (1.3451). Hedging At times, HgT uses derivative financial instruments such as forward foreign currency contracts and option contracts to manage the currency risks associated with its underlying investment activities. The contracts entered into by HgT are denominated in the foreign currency of the geographic areas in which HgT has significant exposure against its reporting currency. The contracts are used for hedging and the fair values thereof are recorded in the balance sheet as investments held at fair value. Unrealised gains and losses are taken to capital reserves. At the balance sheet date, there was £5.2 million in outstanding derivative financial instruments (2024: £7.7 million). HgT does not trade in derivatives but may hold them from time to time to hedge specific exposures with maturities designed to match the exposures they are hedging. It is the intention to hold both the financial investments giving rise to the exposure and the derivatives hedging them until maturity and therefore no net gain or loss is expected to be realised. Derivatives are held at fair value, which represents the replacement cost of the instruments at the balance sheet date. Movements in the fair value of derivatives are included in the income statement. HgT does not adopt hedge accounting in the financial statements. Interest rate risk and sensitivity HgT has exposure to interest rate movements as this may affect the fair value of funds awaiting investment, interest receivable on liquid assets and managed liquidity funds, and interest payable on borrowings. HgT has little immediate direct exposure to interest rates on its fixed assets, as the majority of the underlying investments are fixed rate loans or equity shares that do not pay interest. Therefore, HgT’s revenue return is not materially affected by changes in interest rates. However, funds awaiting investment have been invested in managed liquidity funds and, as stated above, their valuation is affected by movements in interest rates. The sensitivity of the capital return of HgT to movements in interest rates has been based on the ECB deposit and Federal funds rates. With all other variables constant, a 0.25% decrease in these rates should increase the capital return in a full year by about £37,180 (2024: £101,500) with a corresponding decrease if the rates were to increase by 0.25%. In the opinion of the Directors, the above sensitivity analyses may not be representative of the year as a whole, since the level of exposure changes as investments are made and realised throughout the year. Liquidity risk Investments in unquoted companies, which form the majority of HgT’s investments, may not be as readily realisable as investments in quoted companies, which might result in HgT having difficulty in meeting its obligations. Liquidity risk is currently not significant as 1% of HgT’s net assets at the year-end are liquid resources and, in addition, HgT has a £375 million multi-currency bank facility which was 90% undrawn at the year end. The Board gives guidance to Hg as to the maximum amount of HgT’s resources that should be invested in any one company. Please refer to HgT’s Investment Policy on page 29. Currency and interest rate exposure HgT’s financial assets that are subject to currency and interest rate risk are analysed below: | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | 2025 | | | | | 2024 | | | | | | Fixed and floating rate | Non interest- bearing | Total | Total | | Fixed and floating rate | Non interest- bearing | Total | Total | | | £000 | £000 | £000 | % | | £000 | £000 | £000 | % | | Sterling | 59,285 | 581,008 | 640,293 | 24.6 | | 147,279 | 585,523 | 732,802 | 28.8 | | Euro | 151,218 | 759,355 | 910,573 | 34.9 | | 192,516 | 588,610 | 781,126 | 30.6 | | US dollar | 106,064 | 949,375 | 1,055,439 | 40.5 | | 132,173 | 903,359 | 1,035,532 | 40.6 | | Total | 316,567 | 2,289,738 | 2,606,305 | 100.0 | | 471,968 | 2,077,492 | 2,549,460 | 100.0 | The fixed and floating rate assets consisted of cash and liquidity funds, of which the underlying investments are a combination of fixed and floating rate. The non-interest-bearing assets represent the investments held in fund limited partnerships, gross of the provision for performance fees and debtors. Capital management policies and procedures HgT’s capital management objectives are to ensure that it will be able to finance its business as a going concern and to maximise the revenue and capital return to its equity shareholders. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 76 HgT’s capital at 31 December 2025 comprised: | | | | | --- | --- | --- | | | | | | | 2025 | 2024 | | | £000 | £000 | | Equity: | | | | Equity share capital | 11,443 | 11,443 | | Share premium | 372,224 | 372,224 | | Capital redemption reserve | 1,258 | 1,258 | | Retained earnings and other reserves | 2,185,338 | 2,112,146 | | Total capital | 2,570,263 | 2,497,071 | With the assistance of Hg, the Board monitors and reviews the broad structure of HgT’s capital on an ongoing basis. This review covers: •the projected level of liquid funds (including access to bank facilities); •the desirability of buying back equity shares, either for cancellation or to hold in treasury, balancing the effect (if any) this may have on the discount at which shares in HgT are trading against the advantages of retaining cash for investment; •the opportunity to raise funds by an issue of equity shares; and •the extent to which revenue in excess of that which is required to be distributed should be retained, while maintaining its status under Section 1158 of the CTA 2010. HgT’s objectives, policies and processes for managing capital are unchanged from the preceding accounting period. 20.  Called-up share capital | | | | | | | --- | --- | --- | --- | --- | | | | | | | | | 2025 | | 2024 | | | No. 000 | £000 | No. 000 | £000 | | Ordinary shares of 2.5p each: | | | | | | Allotted, called up and fully paid: | | | | | | At 1 January | 457,729 | 11,443 | 457,729 | 11,443 | | Issues of ordinary shares | – | – | – | – | | Purchase of own shares | – | – | – | – | | At 31 December | 457,729 | 11,443 | 457,729 | 11,443 | | Total called-up share capital | 457,729 | 11,443 | 457,729 | 11,443 | While HgT no longer has an authorised share capital, the Directors will still be limited as to the number of shares they can at any time allot, as the Companies Act 2006 requires that Directors seek authority from shareholders for the allotment of new shares. Share issue costs incurred during the year were £nil (2024: £nil). Total proceeds received from the issuance of shares during the year were £nil (2024: £nil). 21.  Share premium account and reserves | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | | | | | | Share premium account | Capital redemption reserve | Capital reserve unrealised | Capital reserve realised | Revenue reserve | | | £000 | £000 | £000 | £000 | £000 | | As at 1 January 2025 | 372,224 | 1,258 | 688,642 | 1,409,090 | 14,414 | | Reserves reallocation on investments | – | – | (82,497) | 82,497 | – | | Net movement in unrealised appreciation of fixed asset investments | – | – | 85,743 | – | – | | Net movement on sale of fixed asset investments | – | – | – | (15,368) | – | | Foreign exchange gain/(loss) on fixed asset investments | – | – | 30,495 | – | – | | (Losses)/gains on liquidity funds | – | – | (2,799) | – | – | | Foreign exchange (loss)/gain on loan facility | – | – | (2,016) | – | – | | Dividends paid | – | – | – | – | (25,175) | | Net revenue return | – | – | – | – | 14,314 | | Net loans advanced to General Partners | – | – | (12,002) | – | – | | As at 31 December 2025 | 372,224 | 1,258 | 705,566 | 1,476,219 | 3,553 | Grouped rows indicate gains/(losses) on investments. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 77 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | Fund | Fund currency | Original commitment | Original commitment | 1 | Outstanding at 31 Dec | | | | | 2025 | | 2024 | | | | £000 | | £000 | | £000 | | HGT Saturn 4 LP | USD | 1,000,000 | 743,470 | | 743,470 | | – | | HGT Genesis 11 LP | EUR | 700,000 | 611,200 | | 611,200 | | – | | HGT Mercury 5 LP | EUR | 300,000 | 261,950 | | 261,950 | | – | | HGT LP | USD | 176,060 | 130,890 | | 114,800 | | 124,813 | | HGT Saturn 3 LP | USD | 875,000 | 650,530 | | 105,480 | | 153,000 | | HGT Genesis 10 LP | EUR | 500,000 | 436,570 | | 92,020 | | 196,489 | | HGT Mercury 4 LP | EUR | 175,000 | 152,800 | | 85,950 | | 70,412 | | HGT Saturn 2 LP | USD | 400,000 | 297,390 | | 82,230 | | 94,444 | | HGT Genesis 9 LP | EUR | 360,000 | 314,330 | | 56,290 | | 55,113 | | HGT Mercury 3 LP | EUR | 115,000 | 100,410 | | 19,320 | | 20,091 | | HGT 8 LP | GBP | 260,000 | 260,000 | | 13,950 | | 14,473 | | HGT Saturn LP | GBP | 150,000 | 150,000 | | 5,680 | | 5,829 | | HGT 7 LP | GBP | 200,000 | 200,000 | | 230 | | 228 | | HGT Mercury 2 LP | GBP | 80,000 | 80,000 | | – | | – | | Total outstanding commitments | | | | | 2,192,570 | | 734,892 | 1 HgT has the benefit of an opt-out provision in connection with its commitments to invest alongside the funds, allowing it to opt out of its obligation to fund draw-downs under its commitments, without penalty, where certain conditions exist. 22.  Commitment in fund partnerships and contingent liabilities 23.  Key agreements, related party transactions and ultimate controlling party Hg acts as Manager of HgT through a management agreement and indirectly participates through fund limited partnership agreements as the general partners and, alongside a number of Hg’s executives (past and present), as the founder partners of the fund partnerships in which HgT invests. In addition, Hg acts as Administrator of HgT. HgT has no ultimate controlling party. HgT’s related parties are its Directors. Fees paid to HgT’s Board are disclosed in the Directors’ Remuneration Report on pages 110 to 113 and employer’s National Insurance contributions are disclosed in note 6(a). There are no other identified related parties at the year-end, and as of 6 March 2026. 24.  Post balance sheet events Commitments On 27 February 2026, HgT completed a reduction to its commitment in Hg Saturn 4 of $100 million, resulting in a final commitment to the fund of $900 million. Share Buyback Since the year ended 31 December 2025, the Company has undertaken a programme of share buybacks in the open market. In the period from 9 February 2026 to 6 March 2026 (being the date of approval of these financial statements), the Company has repurchased 2,252,887 ordinary shares at an average price of 422.7p per share, for a total consideration of £9.5 million. The repurchased shares have been held as treasury shares. The buyback programme remained ongoing as at the date of approval of these financial statements. These transactions have no effect on the financial statements for the year ended 31 December 2025. 78 Strategic report Hg’s review Financial statements Corporate governance Further information Annual Report & Accounts 2025 Auditor's report Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 79 Independent auditor's report to the members of HgCapital Trust plc Opinion Our opinion on the financial statements is unmodified We have audited the financial statements of HgCapital Trust plc (the ‘Company’) for the year ended 31 December 2025, which comprise Income Statement, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: •give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its net return for the year then ended; •have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and •have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern. Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: •Evaluated the Company’s cash flow forecast prepared by management including the assumptions used and level of headroom available. This also included considering the robustness of the forecasts to potential changes in underlying assumptions; •Obtained an understanding of how management has assessed the impact of events and market conditions that may cast significant doubt on the Company’s ability to continue as a going concern; •Considered the availability and nature of its liquid resources, the appropriateness of key assumptions used in the preparation of the future cash flow forecasts and the Company’s ability to opt out of future investment commitments if required; •Analysed sensitivity analysis prepared by management to assess how the Company’s cash position will react under extreme pressure and challenged management on the impact to the forecast from potential changes in assumptions. In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the Company’s business model including effects arising from macro-economic and geopolitical uncertainties, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 80 Strategic report Hg’s review Financial statements Corporate governance Further information Annual Report & Accounts 2025 Our approach to the audit Overview of our audit approach Overall materiality: £26m which represents 1% of the Company’s net assets at the planning stage of the audit. Key audit matters were identified as: •Valuation of unquoted investments (same as previous year) In the auditor’s report for the year ended 31 December 2024, accuracy of investment income was reported as a key audit matter. In the current year, this was no longer considered a key audit matter. We performed a risk-based substantive audit focused on valuation of unquoted investments at the year-end and investment income recognised during the year. There were no significant changes in the scope of the audit from the prior year. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 81 Key audit matter: Unquoted investments (Valuation) We identified valuation of unquoted investments as one of the most significant assessed risks of material misstatement due to fraud or error. Providing long-term returns to the Company’s shareholders is the primary objective sought by the Company by investing predominantly in unquoted companies through limited partnerships managed by its Investment Manager. Consequently, unquoted investments are the largest asset class in the financial statements representing 96% (2024: 95%) of the Company’s net assets of £2.6 billion (2024: £2.5 billion). Valuations of unquoted investments are subjective and have a high degree of estimation uncertainty as they are derived using market-based valuation approaches. This involves applying a multiple obtained from comparable listed companies and market transactions to maintainable earnings or revenue of investee companies. The key judgement in these models includes selection of appropriate multiples, any adjustments to observable market data and their relevant weighting. The subjective nature and complexity inherent in the valuation process introduces a risk that the fair value measurements of these unquoted investments may not be appropriate. How our scope addressed the matter In responding to the key audit matter, we performed the following audit procedures: •  Attended the Audit, Valuations & Risk Committee meetings during the year where we observed the committee’s review and challenge of unquoted investment valuations and received updates on portfolio performance from Hg Pooled Management Limited, the Investment Manager and management expert (“Hg”); •  Assessed the competence and capability of Hg to prepare investment valuations on behalf of the Company; •  Checked the arithmetic accuracy of the valuation model used by management and allocation of value based on the Company’s capital structure; •  Assessed the appropriateness of the accounting policy for the valuation of investments with reference to the requirements of FRS 102 and guidance provided in the IPEV valuation guidelines. This included checking the basis of and the data used in the construction of comparable multiples; •  Engaged valuation experts from Grant Thornton’s valuation team to corroborate and challenge key assumptions and judgements included within management’s valuation models of the investments selected in our sample. The valuation team specifically focused on: -  Analysing the composition and completeness of the basket of comparable companies derived by Hg; -  Assessing the reasonableness of the transaction multiples used in the valuations and whether these represent appropriate comparable transactions; -  Assessing whether the discounts/premiums applied to average market multiples are reasonable; and -  Assessing any other factors which may impact the fair value of an investment such as the performance of the investee Company. •  Agreed, on a sample basis, data input into valuation models to supporting information received from portfolio companies. This included testing of historic and forecast performance data obtained against audited financial statements, where available, as well as testing any material adjustments to normalise earnings; •  Checked a sample of growth rate adjustments made to supporting information received from portfolio companies. Checked those adjustments were in line with valuation methodology; •  Checked the accuracy of the transaction multiples selected by Hg and identified and challenged any multiples outside our expected range; •  Checked the valuation of performance fees by ensuring that management’s calculations are in accordance with the limited partnership agreements; and •  Undertook substantive testing of the debt instruments in underlying limited partnerships (LPs) including: -  Conducted procedures to satisfy ourselves of the qualifications and expertise of the management expert engaged to carry out investment valuations; -  Assessed the appropriateness of the valuation methodologies used and checked compliance with the provisions of both the IPEV valuation guidelines and FRS 102; -  Agreed the key inputs such as principals and interest used as inputs to the valuation to the underlying agreements; and -  Involved valuation experts from Grant Thornton’s valuation team to check the appropriateness of the valuation approach as discussed above. This included assessing the yield and changes made to source data and market indices. Relevant disclosures in the Annual Report and Accounts 2025 •  The Company’s accounting policy on valuation of unquoted investments is shown in Note 3 ‘Organisation structure and accounting policies’ to the financial statements and related disclosures are included in Note 12 ‘Fixed asset investments’; and •  The Audit, Valuations & Risk Committee identified valuation of unquoted investments as a significant matter in its report on page 104 where the committee also described the action that it has taken to address this issue. Our results Our audit work did not identify any material misstatements in relation to the valuation of unquoted investments. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 82 Our application of materiality We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the auditor’s report. Materiality was determined as follows: | | | | --- | --- | | | | | Materiality measure | Company | | Materiality for financial statements as a whole | We define materiality as the magnitude of misstatement in the financial statements that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of these financial statements. We use materiality in determining the nature, timing and extent of our audit work. | | Materiality threshold | £25,718,000 (2024: £25,223,000), which represents 1% of net assets as at the planning stage of the audit. | | Significant judgements made by auditor in determining the materiality | In determining materiality, we considered net assets as the most appropriate benchmark as it is the Company’s primary performance measure for internal and external reporting and is the measure most relevant to the stakeholders of the Company. Materiality for the current year is higher than the level that we determined for the year ended 31 December 2024 to reflect the increase in net assets. | | Performance materiality used to drive the extent of our testing | We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. | | Performance materiality threshold | £19,288,000 (2024: £18,917,000) which is 75% of the financial statement materiality as at the planning stage of the audit (2024: 75%) of financial statement materiality. | | Significant judgements made by auditor in determining the performance materiality | Our performance materiality threshold was set based on our risk assessment combined with an assessment of the Company’s overall control environment (including at Hg). Specifically, our judgement to select 75% was driven by the audit team’s experience in previous audits, the quality of information received, the qualification and experience of management and the absence of any significant issues (or adjustments) identified in the past. | | | | | --- | --- | | | | | Materiality measure | Company | | Specific materiality | We determine specific materiality for one or more particular classes of transactions, account balances or disclosures for which misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. | | Specific materiality | We determined a lower level of specific materiality for the following areas: •  Net income, other expenses, finance costs, losses on priority profit share calls, taxation in the revenue return column in the Income Statement; and •  Related party transactions including Directors’ remuneration. | | Communication of misstatements to the audit committee | We determine a threshold for reporting unadjusted differences to the audit committee. | | Threshold for communication | £1,286,000 (2024: £1,300,000) which represents 5% of financial statement materiality, and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 83 The graph below illustrates how performance materiality interacts with our overall materiality and the threshold for communication to the audit committee. Overall materiality Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 84 An overview of the scope of our audit We performed a risk-based audit that requires an understanding of the Company’s business and in particular matters related to: Understanding the Company its environment, including the controls •  Obtained an understanding of the Company and its environment, including the controls, and assessed the risks of material misstatement. •  Obtained an understanding of the relevant controls in place at the third-party service organisation. This included documenting the nature and design effectiveness of internal controls at the Investment Manager. Work to be performed on financial information of the Company (including how it addressed the key audit matters) We identified valuation of unquoted investments and accuracy of investment income as key audit matters and the procedures performed in respect of these have been included in the key audit matters section of our report. Performance of our audit •  We evaluated the internal control environment, including IT systems and general controls relating to key areas. We performed interim audits on areas that were considered efficient and effective in achieving our overall audit objective. •  Audit of the financial information of the Company was undertaken using the financial statement materiality (full-scope audit). Changes in approach from previous period There have been no changes in the scope of current year’s audit from the scope of the audit to prior year. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Our opinions on other matters prescribed by the Companies Act 2006 are unmodified In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: •    the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and •    the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 85 Matter on which we are required to report under the Companies Act 2006 In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: •  adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or •  the financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or •  certain disclosures of directors’ remuneration specified by law are not made; or •  we have not received all the information and explanations we require for our audit. Corporate governance statement We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: •  The directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified as set out on page 97; •  The directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate as set out on page 104; •  The directors’ statement on whether they have a reasonable expectation that the Company will be able to continue in operation and meets its liabilities as set out on page 97; •  The directors' statement on fair, balanced and understandable as set out on page 97; •  The board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on page 103; •  The section of the annual report that describes the review of the effectiveness of risk management and internal control systems as set out on page 103; and •  The section describing the work of the audit committee as set out on page 102. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 97, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: •  We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with the directors and management. We determined that the most significant laws and regulations were United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006, the Association of Investment Companies (AIC) Statement of Recommended Practice (SORP) ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’, the AIC Code of Corporate Governance, sections 1158 to 1164 of the Corporation Tax Act 2010 and the Listing Rules of the Financial Conduct Authority (the ‘FCA’); Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 86 •  We enquired of the directors and management to obtain an understanding of how the Company is complying with those legal and regulatory frameworks and whether there were any instances of non-compliance with laws and regulations and whether they had any knowledge of actual or suspected fraud. We corroborated the results of our enquiries through our review of the minutes of the Company’s Board and Audit, Valuations & Risk Committee meetings; •  We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included an evaluation of the risk of management override of controls. Audit procedures performed by the engagement team in connection with the risks identified included: -  Evaluation of the design and implementation of controls that management has put in place to prevent and detect fraud; -  Testing journal entries, including manual journal entries processed at the year-end for financial statements preparation and journals with unusual account combinations; and -  Challenging the assumptions and judgements made by management in its significant accounting estimates. •  These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; •  The engagement leader’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's: -  Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation; -  Knowledge of the industry in which the Company operates; -  Understanding of the legal and regulatory frameworks applicable to the Company. •  We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There were no key audit matters relating to non-compliance with laws and regulations reported by the engagement team; •  We obtained an understanding of the Company, as registered as a Company in England and Wales, its activities as an investment Company as defined by section 833 of the Companies Act 2006 and an investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010 and design and implementation of its control environment. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Other matters which we are required to address We were appointed by order of the board on 14 May 2025 to audit the financial statements for the year ended 31 December 2025. Our total uninterrupted period of engagement is 9 years, covering the years ended 31 December 2017 to 31 December 2025. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. William Pointon Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London 6 March 2026 Annual Report & Accounts 2025 87 Strategic report Hg’s review Financial statements Corporate governance Further information Corporate governance HgT's Annual General Meeting (AGM) will be held at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London, SE1 2BY on 7 May 2026 at 11.00 a.m. We welcome and encourage all shareholders to vote and attend. The Notice of Meeting, and all needed details, can be found on pages 123 to 128. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 88 The Board of Directors All Board members are Independent Non-Executive Directors. Chairman of the Board was considered independent on appointment. Jim Strang Chairman of the Board and the Nomination Committee Appointed: March 2018 Age: 54 Career: Jim has spent over 25 years in the private equity industry, latterly as Chairman EMEA and Managing Director at Hamilton Lane Inc where he also served for several years on the Global Investment Committee. Jim’s career in PE encompasses a wide range of experience gained across multiple transactions, market cycles and global markets both as an investor and an operator. Prior to his private equity career, Jim was a strategy consultant at Bain & Company, working with Bain's Private Equity Group where he consulted to major global private equity managers. Jim started his career as an equity fund manager based in Edinburgh, focusing on UK growth investments and assisting in the management of several investment companies. Relevant skills and experience: Jim brings a wide range of investment and private equity experience, both at the individual deal level and also from structuring and developing programmes of private equity investments for a large, diverse and sophisticated mix of global investors. Furthermore, his experience in working with private equity managers, while at Bain & Company, and his investment company experience gained during his tenure as fund manager provide a highly relevant and broad mix of skills to HgT. Other appointments: Board member of Business Growth Fund plc; Board member at Pictet Alternative Advisers (PAA) SA; Supervisory Board member at Lindenstone AG. Adjunct Professor at London Business School. Richard Brooman Chairman of the Audit, Valuation and Risk Committee Appointed: October 2007 Age: 70 Career: Richard qualified as a chartered accountant with Price Waterhouse. He held senior operational and financial positions at Mars, going on to become Chief Financial Officer at the global consumer healthcare business of SmithKline Beecham. Moving to the SME sector, he became Group Finance Director of VCI plc and subsequently Chief Financial Officer of Sherwood International plc, both mid‑cap businesses listed on the London Stock Exchange. Richard was also the Deputy Chairman of Invesco Perpetual UK Smaller Companies Investment Trust plc and the Senior Independent Director of DiscoverIE Group plc. Relevant skills and experience: Richard has comprehensive experience of financial and risk management in two leading global companies and of both acquisitions and disposals of businesses. This has provided a strong basis for assessing, and, where appropriate, challenging the financial and risk management framework of not only HgT, but also companies across a wide range of industries. Richard takes the lead in scrutinising the valuation of each company in the portfolio prepared by Hg. Richard will be retiring from the Board at the AGM on 7 May 2026. Other appointments: Trustee at British Youth Opera; Member of the Audit & Risk Committee at Merchant Taylors’ Company. Erika Schraner Senior Independent Director Appointed: August 2022 Age: 58 Career: Most recently, Erika's executive career included a role of a partner, UK M&A Integration Leader & TMT M&A Advisory / Delivering Deal Value Leader at PwC in London. Prior to that, Erika held a number of senior professional services roles with Ernst & Young in Silicon Valley where ultimately she became a partner and the Americas' Operational Transaction Services leader for the Technology sector. Before that, Erika worked at IBM, Symantec Corporation and CSC/DXC Technology in the USA. Erika served as a board member at Kevian Capital Management LLC and an advisory board member at FreeOn Ltd and eBoomerang Inc. Erika was also a Non-Executive Director at BluJay Solutions Ltd, Aferian plc, Videndum plc and Pod Point Group Holdings plc. Relevant skills and experience: Erika has held a number of senior leadership roles in global organizations with a career spanning 25 years in Silicon Valley, UK and Europe, in Fortune 500 Technology companies and the Big 4 professional services firms, she therefore contributes a wealth of technology, software and digital expertise, as well as extensive experience in M&A, deal value creation, realisations, and finance. Erika also brings in relevant experience having been an investor in early‑stage companies. Other appointments: Senior Independent Non-executive Director of JTC Group plc and Bytes Technology Group plc. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 89 Helena Coles Chair of the Management Engagement Committee Appointed: November 2023 Age: 58 Career: Helena has over 30 years’ experience in public equities. She co-founded Rexiter Capital Management, a specialist in Asian and emerging markets equities, in a joint venture with State Street Global Advisors, where she headed the Greater China team and had responsibility for asset allocation as well as the firm’s strategy. Until recently, she was the independent investment adviser to the Joseph Rowntree Charitable Trust, advising on the management of its endowment, and now serves as a co-opted member of the Investment Committee. Helena has also held roles at Fidelity International in sustainable investing and at the Prudential Regulation Authority in banking supervision. Helena was previously a Director of Shaftesbury Capital plc. Relevant skills and experience: Helena brings a wide range of public equities experience, including M&A and governance. She also has considerable expertise in ESG, gained through the perspectives of an asset owner, asset manager, as well as UK regulator. Combined with her non-executive roles on investment trust boards, she brings a wealth of knowledge of investors from institutions and wealth managers to platforms. A Hong Kong native, Helena has strong international experience and has worked in Asia, the US and the UK. Other appointments: JPMorgan Emerging Markets Investment Trust plc; Schroder Japan Trust plc; RIT Capital Partners plc; and co-opted member of the Investment Committee of the Joseph Rowntree Charitable Trust having previously been their Independent Investment Adviser for many years. John Billowits Non-Executive Director Appointed: May 2024 Age: 54 Career: John has over 25 years of operational and investment expertise in the software sector with a valuable international perspective, through his past roles and current appointments on the Boards of US, Canadian and European software companies. John is on the Board of Constellation Software Inc. (“CSI”), a global provider of software and services, Having joined CSI in 2004, John went onto serve as the CFO between 2007 and 2013, and then as CEO of Vela Software, a subsidiary of CSI until 2020. John has previously held a number of roles with Bain & Company, Dell Computers and PwC. Relevant skills and experience: John is a Chartered Accountant with a depth of financial knowledge. An experienced CFO and CEO, John is a highly regarded investor and operator in the software sector, and brings a unique combination of skills and personal strengths that are highly complimentary to HgT. Other appointments: Board Member of Constellation Software; Board Member of Togetherwork Holdings LLC; Topicus.com Inc; Partner at KingsPeaks Partnership. Graham Paterson Non-executive Director Appointed: July 2025 Age: 55 Career: Graham is an investment and financial services professional with over 25 years’ experience in the private equity industry. Graham was one of the founding partners of SL Capital Partners LLP, where he was a Partner and Board Member until 2010. During his 13 years at SL Capital, he was one of the managers of Standard Life Private Equity Trust plc and was a member of the advisory boards to a number of leading private equity fund managers. In 2013, Graham co- founded TopQ Software Ltd, a technology company which develops software for the private equity industry. TopQ Software was acquired by eVestment Inc (now part of NASDAQ Inc) in 2015, where until early 2018, Graham was a Director of their private markets data and analytics business. Until 2018, Graham was Chair of Octopus VCT 4 plc. Relevant skills and experience: Graham is a Chartered Accountant with a depth of experience in private equity, investing and investment companies. These, combined with comprehensive experience in the valuation of unquoted investments and financial and risk management, bring a very relevant and strong combination of skills to HgT. Other appointments: Graham currently serves as a Non-Executive Director of Diaceutics plc, Baillie Gifford US Growth Trust plc, Artemis UK Future Leaders plc and Gresham House Income & Growth VCT plc, he is also the Chair of Datactics Ltd. Pilar Junco Non-executive Director Appointed: July 2020 Age: 51 Career: Pilar is a Managing Partner and Co-Chief Client Officer at AltamarCAM Partners, a leading solutions provider for private markets. She leads the internationalisation initiatives for the firm. Before joining AltamarCAM, she worked in London at Blackstone for over 13 years, where most recently she acted as a Senior Managing Director and head of non‑US (EMEA and APAC) private wealth management and retail business. Relevant skills and experience: Pilar has a wealth of industry knowledge in private markets and brings to the board recent and relevant experience in global fundraising, leading international expansion and strategic planning. She provides the board with insights into M&A activity, investment in international private equity and into institutional and retail/HNW investors. Other appointments: Board Member at AltamarCAM Partners; Trustee at Action Against Hunger (Spain). Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 90 Directors' report The Directors present the Annual Report and Accounts of HgCapital Trust plc (HgT) (registered number 1525583) for the year ended 31 December 2025. The Corporate Governance Report forms part of this Directors' Report. Information about future developments and important events since the year end are included in the Chairman’s statement. Chairman’s Statement: page 8 HgT is an investment company, as defined in section 833 of the Companies Act 2006, and qualifies as an investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010. HgT has received confirmation from HMRC that it has been accepted as an approved investment trust, with effect from 1 January 2012, provided that it continues to meet the eligibility conditions for section 1158 and the ongoing requirements for approved companies in the Investment Trust (Approved Company) (Tax) Regulations 2011. HgT’s Board of Directors Richard Brooman, our Audit, Valuation and Risk Committee ("AVRC") Chairman, has served on the Board since 2007, and in preparation for Richard Brooman’s planned retirement at the 2026 AGM, the Board appointed Graham Paterson on 23 July 2025 to serve alongside Richard Brooman to handover the responsibilities of the AVRC Chair . Following Graham Paterson’s appointment, seven non-executive Directors, all of whom are considered to be Independent, serve on HgT’s Board. In line with the recommendations of the AIC Corporate Governance Code, all Directors, except for Richard Brooman, will stand for election or re-election at the forthcoming AGM. Directors’ Biographies: page 88 and 89 HgT’s approach to Directors’ tenure: page 108 HgT's Board diversity information: page 23 The role of the Board The role of the board is to promote the long-term sustainable success of HgT, generating value for our shareholders while having regard to the interests of our other stakeholders, HgT’s reputation, and the impact HgT might have on local communities and the environment. In performing this role, the Board sets and monitors the delivery of HgT’s strategy, which remains aligned with HgT’s purpose and the investment objective, and is supported by the culture. The Board also oversees HgT’s risk management and internal controls systems and ensures that HgT has adequate resources, and is led by a Board with the right mix of talent, skills and experience for HgT to continue in its objective to deliver consistent returns for our shareholders, now and in the longer-term. The general powers of the Directors are set out in Article 103 of HgT’s Articles of Association, which provides that the business of HgT shall be managed by the Board, which may exercise all the powers of HgT, subject to any limitations imposed by applicable legislation, the Articles and any directions given by special resolution of the shareholders of HgT. The rules concerning the appointment and replacement of Directors are also set out in the Articles and the Companies Act 2006. The Articles can be amended by shareholders at a General Meeting. The governance framework To operate efficiently and give the right level of attention and consideration to the relevant matters, the Board delegates authority to its Board Committees: the AVRC; the Nomination Committee; and the Management Engagement Committee. The Committee Chairs formally report to the Board on their Committees’ activities after every meeting. The schedule of Matters Reserved for the Board sets out areas reserved for Board decisions, and Committees’ Terms of Reference describe the role and responsibilities of the Board Committees, all of which can be found on HgT’s website. When they first join the Board, the Directors receive a tailored induction, and the Board has a structured learning programme in place. The Directors also have continued access to the advice and services of the Company Secretary and other advisers and can seek independent professional advice, when required. Board activities The Board and its Committees met regularly in 2025, as well as on an ad hoc basis, when required by business needs. Meeting agendas combined a balance of regular standing items, such as reports on current portfolio trading and HgT’s financial position, including forward looking cash flows, liquidity and outstanding commitments, and topical items, such new investment commitments or a shareholder perception study results. The Board recognises the importance of understanding and considering the views and interests of all HgT’s stakeholders, and this forms a crucial component of directors’ discussion and decision-making. Some of the key decisions the Board took in 2025, as well as an explanation of how a consideration of our stakeholders’ interests was part of that process is described on page 28. Some of the key decisions made in 2025: page 28 Throughout the year, the Board also considers the need for any additional learning sessions and in 2025, a number of sessions took place outside of the usual Board meeting cycle. The Board received a more in-depth presentations on AI, the Titan funds, valuation methodology, specifically baskets of comparable companies, debt, and topical legal developments. Culture By formally identifying the important elements of HgT’s culture, the Directors assess and monitor the culture and ensure that it remains well aligned with HgT’s purpose, values and strategy. The culture of an externally managed investment trust is the product of the Board’s and the Manager’s values, behaviours and interactions with one another and other stakeholders. Behaviours and processes that underpin HgT’s culture are considered as part of the annual review of the Manager, the strategic planning, the annual evaluation of Board effectiveness and in reporting to stakeholders – embedding consideration of stakeholders’ interests, long-term perspective, maintaining reputation for fairness and high standards of governance, corporate reporting and business conduct more generally in HgT’s culture and processes. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 91 The Directors seek to sustain a culture which contributes to achieving the purpose of HgT, consistent with its values and strategy. Elements of HgT’s culture include: •Encouraging open and timely discussion within the Board and with the Manager, allowing time and space for original and innovative thinking; •Ensuring that the interests of shareholders and the Manager (and its other clients) are well aligned, underpinned by a robust negotiation of the Manager’s terms of engagement; •Adopting a tone of constructive challenge; •Drawing on Board Members’ individual experience to support the Manager in its monitoring and driving improvements in the portfolio companies, for the benefit of all of the Manager’s clients; •Willingness to make the Board Members’ experience available to support the Manager in the long-term development of its business and resources, recognising that the long-term health of the Manager is in the interests of shareholders in HgT; •Appreciating that the asset class, as well as the individual businesses in which HgT invests, is not well understood by all stakeholders, adopting a policy of maximum transparency, consistent with the commercial interests of the portfolio companies; •Willingness to use all available means to communicate, meet and engage with shareholders and potential investors; •Attitude to risk, accepting that the prime purpose of HgT is to provide an efficient vehicle through which shareholders gain exposure to a well-managed portfolio and that the Board should not seek to add further investment risk. A healthy corporate culture contributes to the long-term success of HgT. The following observable outcomes are indicative of the Directors’ success in embedding a healthy corporate culture in HgT’s processes and policies and actively promoting it through their behaviours: •Continued support for HgT’s shares and good, consistent trading performance; •The breadth and quality of the share register, including many long-term shareholders; •The extent to which Hg colleagues are willing to be long-term shareholders in HgT; •Recognition of the transparency and clarity of reporting and website disclosures; and •Recognition of the quality of HgT’s shares as an investment by the number of broker recommendations as a long-term hold. Annual Board Performance Review The Directors consider the performance review of the Board, its Committees and themselves to be an important aspect of corporate governance, and reviews are undertaken annually, with external reviews being undertaken at least once every three years. The review undertaken in 2025 was facilitated externally by an independent consultant, Mr Toby Lapage-Norris of Trusted Advisors Partnership (‘TAP’). TAP had previously facilitated HgT’s external reviews in 2020 and 2022, otherwise, the Directors confirm that TAP has no other connection to HgT. The process and results Mr Lapage-Norris met individually with each of the Board members, the key members of the Hg team and sought the feedback from the Company Secretary. This year, the review was mainly qualitative, because the Board already completes shorter, more quantitative reviews after each scheduled Board meeting. The review focused on key areas to assess the effectiveness of the Board, its Committees, the Chairman and the Directors and identify possible areas for improvement. This included: the Board’s structure, capabilities and performance; quality of the Board’s discussions and the balance between the long-term strategy and ambition, focus on risk management and the relationships with HgT’s stakeholders. The Board discussed the results of the review process and agreed three key areas of focus for this year: 1.  Continued focus on the long term investment strategy, in the context of AI, the current macroeconomic challenges and evolving political and economic landscape; 2.  Further developing formal and informal engagement with shareholders and other stakeholders to continue to build - and keep up to date - the Board's understanding of shareholder and stakeholder needs and expectations; and 3.  Continuing to refine the meetings to use the Board’s time in a way that is the most effective and impactful. Actions taken as a result of the 2024 Board evaluation Throughout the year, the Chair and the Board make changes to the existing processes to address the actions from the previous year’s evaluation. Actions from last year included: •continuing to devote considerable time to the long term investment strategy. More information on the latest commitments are on pages 10 and 44; •continuing to evolve the AVRC-led valuations and risk management process. More information on changes we made, and preparations for reporting against Provision 29, are on page 103; •a seamless transition in the leadership of the AVRC. Since then, Graham Paterson was appointed in July 2025 as Richard Brooman's successor to chair the AVRC after the 2026 AGM and they have been working together to handover the chairmanship responsibilities. Ongoing evaluation The Chairman regularly takes into account feedback from the Directors on the effectiveness of the Board meetings throughout the year, not only when the Board is undergoing its annual performance review. The Directors complete a pulse survey after every scheduled meeting to reflect on whether the Board focused on the most important matters and whether there was a good balance between challenging and supporting the Manager in all discussions. The Directors are also asked to provide feedback on any items that were handled particularly well, or ones that were not, in the meeting. The Directors’ feedback is then taken into account as the Chairman, with the assistance of the Company Secretary and the Manager, plans the next meeting agendas. These pulse surveys provide more objective insights into the effectiveness of the Board throughout the year, and Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 92 help us compare performance with a large peer set. We have now been using the pulse surveys for three years and HgT’s Board is amongst the highest scoring Boards on the platform we use, BoardClic, with an incremental improvement of 2% compared to last year. The results The results of the evaluation indicated that the Board and its Committees continue to work well, focus on the important matters and maintain an effective working relationship with the Manager. The Directors felt that the Board was of the right size, had an appropriate range of skills and expertise and clearly defined longer-term strategic plans. In 2026, the Directors will take forward the actions identified through this year’s review and report on the outcomes in our next Report. Conflicts of interests The Directors declare all actual or potential conflict of interest to the Board, which has the authority to approve such situations. A register of the matters so approved is maintained and reviewed at each meeting of the Board. The Directors advise the Board as soon as they become aware of any possible conflicts of interest. In the event that a Director has a relevant conflict of interest they would not be party to discussions or decisions on the matter on which they are conflicted. The Board can, however, confirm that it has not been necessary to exclude any Director from the consideration of Board or Committee matters on such basis at any time during the year. Directors’ indemnity HgT has maintained appropriate Directors’ liability insurance cover throughout the year. HgT’s Articles take advantage of statutory provisions to indemnify the Directors against certain liabilities owed to third parties, even where such liability arises from conduct amounting to negligence or breach of duty or breach of trust. In addition, under the terms of appointment of each Director, HgT has agreed, subject to the restrictions and limitations imposed by statute and by HgT’s Articles, to indemnify each Director against all costs, expenses, losses and liabilities incurred in the execution of his or her office as Director or otherwise in relation to such office. Save for such indemnity provisions in HgT’s Articles and in the Directors’ terms of appointment, there are no qualifying third party indemnity provisions in force. Stewardship The exercise of any voting rights attached to HgT’s underlying investments lies with Hg. Hg has a policy of active portfolio management and ensures that significant time and resource are dedicated to every investment, with Hg executives and Operating Partners typically being appointed to investee company Boards, in order to ensure the application of active, results-orientated corporate governance. Sustainability: page 36 Results and dividend The Board reviews HgT's approach to dividends on a regular basis, taking into consideration feedback from shareholders and the evolving nature of HgT’s income streams, which are driven by the investment structures Hg utilises in its various transactions. HgT aims to achieve growth in the net asset value per share and in the share price, rather than to achieve a specific level of dividend. Dividends payable by the company are in part determined by the levels of income that are generated by the underlying assets of the portfolio. As deal structures used by Hg have evolved, the level of income generated has trended lower in recent years, albeit it can easily vary from one year to the next. In this context, the Board has in recent years guided shareholders that 5.0 pence per share is a reasonable basis for a dividend ‘floor’. Following payment of an interim dividend of 2.0 pence per ordinary share in October 2025, the Directors recommend the payment of a final dividend of 3.0 pence per ordinary share for the year ended 31 December 2025, making a total of 5.0 pence (2024: 5.5 pence). Subject to the approval of this dividend at the forthcoming Annual General Meeting (AGM), it will be paid on 12 May 2026 to shareholders on the register of members at the close of business on 20 March 2026. The Board keeps the dividend objective of HgT under regular review and will communicate further guidance on the dividend when it is practicable to do so. The total return after taxation for the year was £98.4 million (2024: £236.1 million) of which the revenue return was £14.3 million (2024: revenue return of £21.8 million). Greenhouse gas emissions HgT has no greenhouse gas emissions to report from the operations of HgT, and does not have responsibility for any other emissions producing sources or energy consumed reportable under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 or the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the UK Government’s policy on Streamlined Energy and Carbon Reporting. Hg has been carbon neutral since 2019 – more information on HgT’s and Hg’s approach to environmental matters and sustainability can be found here: page 36. As an investment company, HgT is not required to report against the TCFD framework, however, understanding and managing climate-related risks and opportunities based on the TCFD´s recommendations is a fundamental part of Hg's Sustainability Policy and Responsible Investing Report. Environmental matters: page 22 Hg’s Responsible Investing Report: hgcapital.com/responsibility Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 93 Substantial interests HgT receives notices from shareholders who have interests in 3% or more of the total voting rights of HgT. The table on page 93 shows this information as at 31 December 2025. | | | | | --- | --- | --- | | | | | | Substantial interests (as at 31 December 2025) | Ordinary shares1 | % of voting rights | | Schroders plc | 41,598,090 | 9.09 | | Rathbones Investment Management Ltd | 24,671,195 | 5.38 | | M&G plc | 22,534,903 | 4.92 | | Oxfordshire County Council Pension Fund | 19,340,000 | 4.22 | 1  Notifications are required where an investor reaches the 3% threshold and for every 1% increase or decrease thereafter. The above holdings may therefore not be wholly accurate statements of the actual investor holdings at 31 December 2025. Since 31 December 2025 and before the date of this report, HgT received the following changes: •On 5 February 2026, Jupiter Fund Management Plc notified the Company that it holds 5.46% of HgT's voting rights; and •On 23 February 2026, Valhalla Ventures Limited notified the Company that it holds 8.07% of HgT's voting rights. •On 26 February 2026, Rathbones Investment Management Ltd notified the Company that it holds 4.99% of HgT's voting rights. In addition to their direct holdings in Hg funds, the partners and staff of Hg also hold shares in HgT. As at 31 December 2025, the Partners and staff of Hg owned 23,673,876 shares; 5.17% of the total voting rights (2024: 20,052,260 shares; 4.38% of the total voting rights). Since the year end, the partners and staff of Hg have increased their shares in HgT. As at 28 February 2026, the Partners and staff of Hg owned 26,436,790 shares; 5.78% of the total voting rights. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 94 Investment management and administration HgT entered into an amended and restated Management Agreement with HgT’s investment manager, Hg Pooled Management Limited (Hg), in May 2015. In 2025, HgT’s assets were managed by Hg. HgT pays a priority profit share in respect of either its commitments to or invested capital alongside Hg funds on the same terms as those payable by all institutional investors in these funds as listed below: | | | | --- | --- | | | | | Fund partnership | Priority profit share | | HGT Genesis 10 LP | 1.75% on the fund commitment during the investment period | | HGT Genesis 9 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT 8 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT 7 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Mercury 4 LP | 1.75% on the fund commitment during the investment period | | HGT Mercury 3 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Mercury 2 LP | 1.5% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Saturn 4 LP | 1.0% on the fund commitment during the investment period | | HGT Saturn 3 LP | 0.75% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Saturn 2 LP | 0.75% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT Saturn LP | 1.0% of original cost of investments in the fund, less the original cost of investments which have been realised or written off | | HGT LP | 1.0% of original cost of investments in the fund, excluding co-investment | For HgT’s investment alongside the Hg Genesis 7, Hg Mercury 2, Hg Mercury 3, Hg Mercury 4, Hg Genesis 8, Hg Genesis 9, Hg Genesis 10, Hg Saturn 2, Hg Saturn 3 and Hg Saturn 4 funds, the performance fee arrangements are identical to that which applies to all limited partners in these funds. Under these arrangements, performance fee is payable based on 20% of the aggregate profits, but only after the repayment to HgT of its invested capital and a preferred return, based on 8% p.a., calculated daily, on the aggregate of its net cumulative cash flows in each fund and such preferred return amount which is capitalised annually. For HgT’s investment alongside the Hg Saturn fund, performance fee is payable based on 12% of the aggregate profits, payable after the repayment to HgT of its invested capital and a preferred return based on 8% p.a. If a preferred return of 12% p.a. is achieved, performance fee of 20% of aggregate profits is payable. No priority profit share or performance fee will apply to any co-investment made alongside those funds in excess of HgT’s pro-rata commitment. Thus, the co-investments made by HgT do not entitle Hg to any priority profit share or performance fee. The agreement can be terminated by either party; no compensation would be due to Hg on termination of the agreement. Hg has also been appointed as administrator of HgT for a fee equal to 0.1% p.a. of the NAV. MUFG Corporate Governance Limited was appointed as Company Secretary on 13 May 2015. Continuing appointment of the Manager The Board keeps the performance of Hg under continual review, the outcome of that review can be found on page 106. As stated in the Company's prospectus dated 11 March 2010, either party may terminate the Management Agreement with effect from the second anniversary of the date on which notice to terminate is deemed to be given, which will be 30 June or 31 December next following the date on which notice is served. Calculation of ongoing charges For the year to 31 December 2025, HgT’s ongoing charges were calculated as 1.5% (31 December 2024: 1.4%). The calculation is based on the ongoing charges expressed as a percentage of the average monthly NAV over the relevant year. The ongoing charges, in accordance with guidelines issued by The Association of Investment Companies ('AIC'), are the annualised expenses which are operational and recurring by nature and specifically exclude, among others, the expenses and gains or losses relating to the acquisition or disposal of investments, performance related fees (such as performance fee), taxation and financing charges. HgT’s ongoing charges consist of its current year priority profit share payable of £31.6 million and operating expenses of £4.9 million as described in notes 5 and 6 to the financial statements respectively. The average monthly NAV for the year to 31 December 2025 was £2.5 billion. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 95 Risk management and objectives HgT is subject to various risks in pursuing its objectives. The nature of these risks and the controls and policies in place used to minimise these risks are further detailed in the following sections: Strategic Report: page 3 Note 19 to the financial statements: page 72 The work of the Audit, Valuation and Risk Committee: page 102 Capital structure As at 31 December 2025, HgT had 457,728,500 ordinary shares of 2.5 pence each in issue, with no shares held in Treasury. Each ordinary share has one voting right attached to it. The total number of voting rights in HgT at this date was therefore 457,728,500. Subsequently, the Company had completed a number of buy backs of its own shares to hold in treasury. As at the latest practicable date of 5 March 2026, HgT had repurchased 2,052,887 shares, all of which are held in treasury, HgT has 457,728,500 shares in issue and the total number of voting rights is 455,675,613. Transfer of shares and voting rights There are no restrictions concerning the transfer of securities in HgT; no special rights with regard to control attached to securities; no restrictions on voting rights; no agreements between holders of securities regarding their transfer known to HgT; and no agreements to which HgT is a party which might change or fall away on a change of control or trigger any compensatory payments for Directors following a successful takeover bid. Buyback and issue of shares Purchase of shares At the AGM held on 14 May 2025, the Directors were given power to buyback 68,613,502 shares (being 14.99% of the HgT’s of its existing share capital) and this authority will expire at the 2026 AGM. In 2025 HgT did not purchase any of its own shares. In early 2026, using available cash on the balance sheet and within the guidelines of HgT's Capital Allocation Policy and our Buyback Policy, HgT purchased 2,052,887 Ordinary Shares as at 5 March 2026, the latest practicable date. As at that date, these shares represent 0.45% of the issued share capital (excluding treasury shares), with a nominal value of £51,322 and at a cost of £8,722,136. The bought back shares are held in Treasury. Issue of shares Pursuant to the authority granted by HgT shareholders at the 2021 AGM, as at 31 December 2025, HgT has a remaining block admission of 11,069,980. At the AGM held on 14 May 2025, HgT was granted authority to allot up to 45,772,850 Ordinary shares on a non-pre-emptive basis. No new Ordinary shares were issued pursuant to this authority, which is due to expire at HgT’s forthcoming AGM on 7 May 2026. Annual General Meeting (AGM) The AGM of HgT will be held at Hilton London Tower Bridge, 5 More London Place, Tooley Street, London, SE1 2BY on 7 May 2026 at 11 a.m. and all shareholders are invited to attend and vote, in person or by proxy. The Notice of the AGM: page 123 How the Board engages with our shareholders: page 26 The Notice of the AGM sets out the business of the meeting, with any item not of an entirely routine nature explained below. Separate resolutions are proposed in respect of each substantive issue. Proxy voting figures will be available to shareholders after the AGM. The Board is of the opinion that the passing of all resolutions being put to the AGM would be in the best interests of HgT and its shareholders. The Directors therefore recommend that shareholders vote in favour of all resolutions as set out in the Notice of Meeting as they intend to do in respect of their own shareholdings. Authority of Directors to allot shares A general authority to allot new shares (or to grant rights over shares) was given to the Directors at HgT’s AGM in 2025. The authority gives the Directors, for the period until the conclusion of the AGM in 2026, the necessary authority to allot securities up to a maximum nominal amount of £3,814,404 or approximately 33.33% of the issued Ordinary share capital of HgT. The Directors are proposing to renew the general authority to allot shares at the 2026 AGM. The Board considers it appropriate that the Directors should be granted ongoing authority to allot shares in the capital of HgT up to a maximum nominal amount of £3,797,296, representing approximately 33.33% of HgT’s ordinary share capital (excluding treasury shares) as at the latest practicable date of 5 March 2026. The power will last until the conclusion of the AGM in 2027. The Directors will continue to consider potential share issues if the market conditions permit it and doing so would, in the opinion of the Directors, be in the best interests of shareholders. Disapplication of pre-emption rights A general power to disapply the pre-emption rights set out in Section 561 of the Companies Act 2006 was granted to the Directors at the AGM in 2025. The Directors are proposing a resolution to renew and extend, subject to the passing of the resolution to allot shares, the Directors’ authority to allot equity securities for cash without pre-emption rights applying in certain circumstances. This resolution will authorise the Directors, until the date falling 15 months after the date of the passing of the resolution or, if earlier, the conclusion of the next annual general meeting of HgT, to issue ordinary shares for cash, without pre-emption rights applying, of up to an aggregate nominal value of £1,139,189, representing approximately 10% of HgT’s issued ordinary share capital (excluding treasury shares) as at the latest practicable date of 5 March 2026. No issuance of ordinary shares without pre-emption rights will be made at a price less than the prevailing net asset value per ordinary share at the time of issue. This power will be exercised only if, in the opinion of the Directors, it would be in the best interests of shareholders as a whole. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 96 Authority to buy back shares The Directors’ authority to buy back shares was renewed at last year’s AGM and will expire at the end of the AGM in 2026. The Directors are proposing to renew the authority at the forthcoming AGM, as set out in Resolution 15 in the Notice of Meeting, and are seeking authority to purchase up to 14.99% of the issued share capital, excluding treasury shares. This authority, unless renewed, will expire at the conclusion of the AGM in 2027 or if earlier, 15 months from the passing of the resolution. The authority will be used where the Directors consider it to be in the best interests of shareholders. Purchases of ordinary shares will only be made through the market for cash at prices below the prevailing NAV per ordinary share. Under the Listing Rules of the Financial Conduct Authority, the maximum price which can be paid for each ordinary share is the higher of: (a) 105% of the average of the mid-market quotations of the ordinary shares in HgT for the five business days prior to the date on which such share is contracted to be purchased; and (b) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share. The minimum price that may be paid will be the nominal value of such ordinary share, being 2.5 pence. Any shares purchased under this authority will either be cancelled or held in treasury at the discretion of the Board for future re-sale in appropriate market conditions. Continuation of HgT In 2025 shareholders passed a resolution extending the life of the Company to 2030. In accordance with HgT’s Articles of Association, the Directors will continue to propose a resolution to extend the life of HgT for a further five years once every five years. Disclosure of information to auditors Each of the persons who is a Director at the date of approval of this Report confirms that: •so far as the Director is aware, there is no relevant audit information of which HgT’s auditor is unaware; and •the Director has taken all the steps that they ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that HgT’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Donations HgT made no political or charitable donations during the year (2024: nil). Post balance sheet events Please refer to page 77 Financial instruments HgT's outstanding derivative contracts at 31 December 2025 are detailed on page 65. Note 19 to the financial statements describes the financial risk management objectives and HgT’s exposures to credit risk and liquidity risk, it also includes the details on how HgT uses hedging. Listing Rule 6.6.1R LR 6.6.1 R requires a listed company to include certain information in its Annual Report. The rule requires a disclosure of a broad range of corporate matters, including information on any allotments of shares, controlling shareholders or dividend waivers, and should be included in a single identifiable section in the Annual Report. The Directors confirm there are no disclosures to be made pursuant to this rule. On behalf of the Board Jim Strang Chairman 6 March 2026 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 97 Directors’ responsibility statement in respect of the annual report and accounts The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102, the Financial Reporting Standard applicable in the UK and Ireland. Under company law the Directors must not approve the financial statements, unless they are satisfied that they give a true and fair view of the state of affairs of HgT and of the profit or loss of HgT for that period. In preparing these financial statements, the Directors are required to: •select suitable accounting policies and then apply them consistently; •make judgements and accounting estimates that are reasonable and prudent; •state whether applicable UK Accounting Standards have been followed; •assess HgT’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern; and •use the going concern basis of accounting unless they either intend to liquidate HgT or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain HgT’s transactions and disclose with reasonable accuracy at any time the financial position of HgT and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have responsibility for taking such steps as are reasonably open to them to safeguard the assets of HgT and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statements that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on HgT’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility statement The Directors of HgT, whose names are shown on pages 88 and 89 of this Report, each confirm to the best of their knowledge that: •the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of HgT taken as a whole; and •the management report, which incorporates the Strategic Report, Directors' report and Hg’s Review include a fair review of the development and performance of the business and the position of HgT, together with a description of the principal risks and uncertainties that it faces. The Directors consider the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and the information provided to shareholders is sufficient to allow them to assess HgT’s position, performance, business model and strategy. On behalf of the Board Jim Strang Chairman 6 March 2026 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 98 Corporate governance statement This Corporate Governance Statement forms part of the Directors’ Report Statement of compliance Throughout the year HgT has complied with the Principles and Provisions of the AIC Code of Corporate Governance 2024 (AIC Code), except for provisions related to maintaining a separate Remuneration Committee. By reporting against the AIC Code, HgT meets the obligations of the UK Corporate Governance Code (the UK Code), and reports against additional AIC Code Provisions that are of specific relevance to HgT as an investment company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which have been endorsed by the Financial Reporting Council, provides more relevant information to its shareholders. The AIC Code is available on the AIC website (theaic.co.uk). An explanation of how the Board applies the principles of the AIC Code can be found in the sections of this Report as highlighted below: | | | | | | | --- | --- | --- | --- | --- | | | | | | | | AIC Code | Principle | Evidence of compliance/explanation of departure from the AIC Code | | | | A | A successful company is led by an effective and entrepreneurial Board, whose role is to promote the long-term sustainable success of HgT, generating value for shareholders and contributing to wider society. The board should ensure that the necessary resources, policies and practices are in place for the company to meet its objectives and measure performance against them. | Both the Board and Hg agree that responsible business practices help to generate superior performance in the long-term. Hg has embedded its approach of responsible investing into the whole spectrum of the investment process and takes an active interest in how the portfolio companies manage environmental, social, and governance (ESG) issues. The role of the Board and our governance framework: page 90 Sustainability: page 36 HgT’s long-term performance record: page 6 | | | | B | The Board should establish HgT’s purpose, values and strategy, and satisfy itself that these and its culture are aligned. All Directors must act with integrity, lead by example and promote the desired culture. | The purpose of HgT is to deliver consistent, long-term returns in excess of the FTSE All-Share Index to our shareholders by investing predominantly in unquoted companies, where value can be created through strategic and operational change. HgT's culture (and how it is aligned with our strategy): page 90 | | | | C | Governance reporting should focus on board decisions and their outcomes in the context of the company’s strategy and objectives. Where the board reports on departures from the Code’s provisions, it should provide a clear explanation. | HgT aims for all its reporting to be clear, understandable, and focused on the outcomes, consequences or implications the Board's decisions have on HgT's stakeholders. The Company continues to adapt and evolve its reporting. Compliance with the Code: page 98 | | | | D | In order for HgT to meet its responsibilities to shareholders and stakeholders, the Board should ensure effective engagement with, and encourage participation from, these parties. | How the Board engages with shareholders and other stakeholders: page 26 | | | | E | Principle E from the UK Code has been deleted with agreement of the FRC | Principle E of the UK Code describes the Board's responsibilities for workforce policies and practices - HgT does not have any employees, therefore, this principle is not relevant to us. | | | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 99 | | | | | | | --- | --- | --- | --- | --- | | | | | | | | AIC Code | Principle | Evidence of compliance/explanation of departure from the AIC Code | | | | F | The chair leads the Board and is responsible for its overall effectiveness in directing HgT. They should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the chair facilitates constructive Board relations and the effective contribution of all non-executive Directors, and ensures that Directors receive accurate, timely and clear information. | The Chairman, independent on appointment, leads the Board and ensures that Board debates are balanced, open and inclusive, and promote behaviours and attributes which make up our culture. The Chairman ensures that the Board is provided with information of appropriate quality and form, in a timely manner. The responsibilities of the Chairman and the Senior Independent Director (SID) have been agreed by the Board and are available on HgT's website. The annual review of the Board’s effectiveness always considers the performance of the Chairman. The Directors, led by the SID, have concluded that the Chairman has fulfilled his role and supports and promotes the effective functioning of the Board. Annual Board performance review: page 91 | | | | G | The Board should include an appropriate combination of Directors (and, in particular, independent non-executive Directors), such that no one individual or small group of individuals dominates the Board’s decision making. | Only independent, non-executive Directors serve on the Board of HgT. The Company has no executive Directors. Nomination Committee report: page 108 Board composition: page 90 | | | | H | Non-executive Directors should have sufficient time to meet their Board responsibilities. They should provide constructive challenge, strategic guidance, offer specialist advice and hold the Manager and third party service providers to account. | The Board considers the required time commitment annually. During the year under review, all Directors continued to devote a sufficient amount of time to the business of HgT. All Directors share their experience and guidance with the Manager, and, where appropriate, challenge Hg’s thinking or assumptions both through their contributions in meetings and outside of the usual meeting cycle. The Management Engagement Committee regularly assesses the performance of all third-party service providers. Management Engagement Committee Report: page 106 | | | | I | The Board, supported by the Company Secretary, should ensure that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently. | The role of the board: page 90 The governance framework: page 90 The Directors have access to the advice of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Directors regularly receive updates and guidance on regulatory matters and governance best practice from the Company Secretary, and have access to independent advisers, as necessary. | | | | J | Appointments to the Board should be subject to a formal, rigorous and transparent procedure, and an effective succession plan should be maintained. Both appointments and succession plans should be based on merit and objective criteria. They should promote diversity, inclusion and equal opportunity. | The Nomination Committee, comprising independent non-executive Directors, is responsible for identifying and recommending to the Board the appointment of new Directors. HgT's Diversity and Inclusion Policy sets out the principles and commitments the Board follows when making new appointments, including how the Directors ensure that any new appointment will add to the diversity of experience, skill, gender, social and/or ethnic backgrounds. Nomination Committee report: page 108 Directors' policy on tenure: page 108 | | | | K | The Board and its committees should have a combination of skills, experience and knowledge. Consideration should be given to the length of service of the Board as a whole and membership regularly refreshed. | The Board maintains a skills matrix which maps the key skills needed now and in future and is used to inform the role description for any new appointments and the Nomination Committee regularly considers the tenure of each of the Board members as well as the average tenure of the Board. Succession planning: page 109 Directors' policy on tenure: page 108 | | | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 100 | | | | | | | --- | --- | --- | --- | --- | | | | | | | | AIC Code | Principle | Evidence of compliance/explanation of departure from the AIC Code | | | | L | Annual evaluation of the Board should consider its performance, composition, diversity and how effectively members work together to achieve objectives. Individual evaluation should demonstrate whether each Director continues to contribute effectively. | The Directors review the performance of the Board, its Committees and themselves to be an important aspect of corporate governance, and evaluations are undertaken annually. Annual Board performance review: page 91 | | | | M | The Board should establish formal and transparent policies and procedures to ensure the independence and effectiveness of external audit functions and satisfy itself on the integrity of financial and narrative statements. | The AVRC supports the Board in fulfilling its oversight responsibilities by reviewing audit quality and external auditor's performance, objectivity and independence. The Committee also reviews the integrity and content of the Financial Statements, including the ongoing viability of HgT. Audit, Valuation & Risk Committee report: page 102 | | | | N | The Board should present a fair, balanced and understandable assessment of HgT’s position and prospects. | The AVRC supports the Board in assessing that HgT’s accounts present a fair, balanced and understandable assessment of HgT’s position and prospects. Audit, Valuation and Risk Committee report: page 102 | | | | O | The Board should establish and maintain an effective risk management and internal control framework, and determine the nature and extent of the principal risks HgT is willing to take in order to achieve its long-term strategic objectives. | The AVRC supports the Board through its independent oversight of the management of risk framework and internal controls, as well as the procedures for monitoring compliance, among other matters. Audit, Valuation and Risk Committee report: page 102 | | | | P | Remuneration policies and practices should be designed to support strategy and promote long-term sustainable success. | The Directors are all non-executive and independent of Hg, only receive Directors’ fees, no element of their remuneration is related to performance, and are not eligible for bonuses, share options or long-term performance incentives. Remuneration Report: page 110 | | | | Q | A formal and transparent procedure for developing a remuneration policy should be established. No Director should be involved in deciding his or her own remuneration outcome. | Directors' remuneration is reviewed annually, within the limits of the Remuneration Policy and HgT’s Articles of Association. The Board as a whole is responsible for deciding the level of fees paid to the non-executive Directors and the Chairman, with each Director abstaining from voting on his or her individual remuneration. Remuneration Policy and Directors fees: page 110 | | | | R | Directors should exercise independent judgement and discretion when authorising remuneration outcomes, taking account of company and individual performance, and wider circumstances. | There are no performance related elements of the Directors' remuneration, therefore, there is very little scope for the exercise of discretion. Any fee increases, if one is proposed, are carefully considered and the Board takes into account the time required for it to fulfil its duties, peers and benchmarking data, overall Company performance and wider context. The Board feels that maintaining a separate Remuneration Committee would add very little value, therefore, this remains an area of non-compliance with provisions related to maintaining a separate Remuneration Committee. The Board as a whole reports on remuneration matters. Remuneration Report: page 110 | | | Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 101 The following Reports from the Committees of the Board form part of the Corporate Governance Statement. Board committees The Board has delegated several areas of responsibility to its committees. The composition of the Board’s committees was considered by the Nomination Committee during the year and as part of the annual evaluation process. It was felt that it was appropriate that every non-executive Director should be a member of all committees. The Chairman of the Board’s membership of the AVRC remains, in the Directors’ opinion, appropriate and adds value to the Committee’s debate. Each of the Directors is considered independent of Hg, having had no previous or current connection with the Manager, other than in his or her capacity as a Director of HgT, and is considered to be independent in mind and judgement. The Board and its Committees meet on a regular basis during the year, and attendance is shown in the table below: Number of meetings attended/eligible to attend | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | Jim Strang | Richard Brooman | Erika Schraner | Helena Coles | John Billowits | Graham Paterson1 | Pilar Junco | | Board | 7/7 | 7/7 | 7/7 | 7/7 | 7/7 | 4/4 | 7/7 | | AVRC | 5/5 | 5/5 | 5/5 | 5/5 | 5/5 | 3/3 | 5/5 | | MEC | 2/2 | 2/2 | 2/2 | 2/2 | 2/2 | 1/1 | 2/2 | | Nomination | 1/1 | 1/1 | 1/1 | 1/1 | 1/1 | 0/0 | 1/1 | 1 Graham Paterson was appointed to the Board on 23 July 2025. During the year (and excluding the regular learning sessions which happen outside of the usual meeting cycle and are in addition to the meetings listed above), the Board met a total of 13 times. In addition to the regular meetings detailed above, the Board also held six ad hoc, shorter meetings of a Committee of the Board. A sub-committee of the Audit, Valuation and Risk Committee, the Quarterly Valuations Committee, also meet twice in 2025 to consider the quarterly valuations. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 102 Audit, Valuation and Risk Committee report | | | | --- | --- | | | | | Membership of the Audit, Valuation and Risk Committee | | | Richard Brooman | Chairman | | Jim Strang | Member | | Erika Schraner | Member | | Helena Coles | Member | | John Billowits | Member | | Graham Paterson (joined 23 July 2025) | Member | | Pilar Junco | Member | Key responsibilities: •Scrutinising and, where appropriate, challenging the valuations of unquoted investments as proposed by the Manager; •Reviewing the integrity and content of the financial information provided to shareholders, including the annual financial statements and the ongoing viability of HgT; •Reviewing HgT’s and the Manager's risk appetites, risk management systems and the relevant mitigating internal controls; •Monitoring compliance and reviewing the processes for compliance with relevant laws, regulations and any applicable ethical codes of practice; •Monitoring audit-related developments and planning ahead to prepare HgT’s processes and procedures for changes, including considering voluntary adoption of any new requirements; •Recommending the appointment of an external auditor, approving its remuneration and monitoring the extent of any proposed non-audit services; •Assessing the external auditor’s effectiveness, objectivity and independence; and •Reviewing the performance and quality of the external auditor's audit work. Chairman’s introduction The Committee aims to serve the interests of our shareholders and other stakeholders through its independent oversight of the financial reporting process, including the financial statements, the internal controls and risk management systems, the appointment and ongoing review of the quality of the work and independence of HgT’s external Auditor, as well as procedures for monitoring compliance. The Committee recognizes that, through its interactions with the Board, the Manager and the external Auditor, it plays a key role in facilitating a high-quality audit. In addition to the usual agenda, which encompasses all our key responsibilities, throughout the year the AVRC carefully considered the possible implications of the changing political landscape in particular in the US on the Company, the Manager and the portfolio companies. The Committee also continued to monitor, and where appropriate, challenge, the appropriateness and robustness of the valuations and the valuation methodology in the context of higher volatility in the public markets, especially in the first half of the year, after President Trump announced multiple tariffs on various goods and services. As always, the Committee also remained focused on the resilience, performance and prospects of the companies in the HgT investment portfolio through close scrutiny of performance, growth rates and outlook. These discussions complemented regular Board debates of the macroeconomic environment, portfolio’s performance, and the Manager’s ability to continue to deploy capital and deliver strong exits, realising value for the Company and its shareholders. Throughout the year, the Committee also focused on the upcoming changes to corporate reporting. From 1 January 2026, Provision 29 of the UK Corporate Governance Code requires that, in addition to monitoring and reviewing the Company’s risk management and internal controls framework, next year the Board will also report in more detail on how this is carried out, the Directors will also make a declaration about the effectiveness of the material controls, and describe situations, where those controls have not operated effectively if that indeed was the case. To prepare for these new requirements, the Committee reviewed our existing policies and procedures to comply with the upcoming changes - a more detailed explanation of the work undertaken by the Committee and its outcomes are on page 125. The Committee continues to follow the developments in strengthening the UK’s audit, corporate reporting and governance systems, and, when known, we will consider any implications for HgT of the Corporate Reporting Authority (CRA) replacing the current regulator, the Financial Reporting Council (“FRC”). Principal Risks and Uncertainties: page 18 Membership of the Committee The Terms of Reference and the composition of the Committee are reviewed regularly. All Directors are members of the Committee. Graham Paterson joined the Committee upon his appointment to the Board in July 2025; Graham Paterson joined the Committee as Chair Elect, and since his appointment, has been working alongside me to familiarise himself with all audit-related matters to prepare and handover all my responsibilities when I retire at the 2026 AGM in May. In line with the guidelines of the AIC Code of Corporate Governance, HgT’s Chairman continues to serve as a member of the Committee – the Committee remains of the opinion that Jim Strang’s in‑depth understanding of the Company, its portfolio and the wider private equity sector continue to add considerable value to the Committee’s discussions. John Billowits, Graham Paterson and I are all chartered accountants; all of the members of the Committee have recent and relevant financial experience across a broad range of sectors and areas of practice. As a whole, the Committee has competence relevant to the private equity sector. Activities during the year Below, we explain how the Committee discharged its duties by focusing on the following matters: Risk management and internal controls During the year, the Committee reviewed the risk management and internal controls; the process we follow, matters we take into account and the conclusions we reached are as follows: Process The Directors regularly review the relevant policies and meet regularly with the Head of Compliance & Risk at Hg, Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 103 review and discuss a report every six months, confirming that HgT’s affairs have been conducted in compliance with the applicable regulations. In accordance with the FRC’s guidance on Risk Management, Internal Control and Related Financial and Business Reporting, the Committee regularly reviews the effectiveness of HgT’s processes for mapping and monitoring risks and there is an ongoing process, carried out in conjunction with Hg, to identify, evaluate and manage HgT’s significant, and emerging risks. As part of this ongoing review process, the Committee considers: •the nature and acceptable scale of the risks which HgT faces in the context of its overall investment objective; •the likelihood and the potential impact on HgT’s investment objective of such risks materialising; •HgT’s ability to reduce the likelihood and impact of the principal and emerging risks it has identified; •the acceptability of the net risk after mitigation; •the process and operation of relevant controls; •the effectiveness and relative costs and benefits of particular controls; •the impact of the values, culture and style of the Manager on HgT, and; •the extent to which third parties are responsible for the effective operation of relevant controls. Outcome: Following this review, the Committee concluded that: •HgT’s risk management system remains appropriate and effective. The review process is explained in more detail below; •the annual assessment of the emerging and principal risks facing HgT, which are described on pages 18 to 21 of this Report, is robust and includes those risks which would threaten HgT’s business model, future performance, reputation, solvency or liquidity; •the accounting and internal control systems of HgT, Hg, the Depositary and other service providers are adequate; •Hg sets the appropriate ‘control culture’ by communicating the importance of internal control and risk management, both internally and across its portfolio, ensuring that all relevant employees have a good understanding of their roles and responsibilities; •the systems put in place by Hg (specifically accounting and internal control systems) meet legal and regulatory requirements, further investigations are initiated, where appropriate, to assess the effectiveness of the systems of control; and •matters of compliance are under proper review. Liquidity - stress and reverse stress testing The Manager continues to invest in risk management tools and we benefit from applications that support effectively the business and facilitate oversight. A liquidity forecast tool we use allows a dynamic assessment and stress tests of HgT’s liquidity position, it models the impact of changes to the underlying assumptions and helps us understand what factors have the most significant impact on Company’s liquidity. This is crucial since some of HgT’s portfolio companies, particularly those in the Saturn funds are large businesses and any changes to the timings of their future realisations do have a material impact on HgT’s liquidity forecasts. The Committee and the Board review, discuss and stress test regularly HgT’s long-term cash flow projections. The assumptions underpinning the different scenarios we stress test include, among others: slower deployment of funds; slower pace of realisations or an absence of any realisations over a set period of time; changes to the exit assumptions of some of our portfolio companies; changes to HgT’s likely future commitments; changes to the future likely co-investment participation, all of which could be a result, or a reaction to, challenging macro-economic conditions. The results of the stress tests feed into the HgT’s risk register and risk scores, they also inform the stress test scenarios themselves to ensure they are sufficiently severe, even if they are relatively improbable. The wider risk management framework also takes into account factors such as changes to the macro‑economic conditions or increased threat of cyber attacks, and helps the AVRC and the Board quantify certain risks, agree what any early warning signs would look like, and evaluate and agree appropriate mitigants. During the year under review, the Committee considered the results of the following stress and reverse stress test scenarios: •material valuation reduction and realisations delays; •material valuation reduction, paired with both delays to realisations and deployment; •failure to raise new debt; and •a major cyber attack on the largest portfolio company. Outcome: The reverse stress tests were deemed to be sufficiently improbable, and posed a low enough risk of impact to HgT’s viability and medium‑term resilience. Whilst the results of stress and reverse stress testing did not raise any particular concerns, the Directors continue to monitor the risk environment as a matter of course. Internal controls Controls relating to the identified risks, covering financial, operational, compliance and risk management, are embedded in the operations of Hg and other outsourced service providers, and are monitored and reported on by Hg’s Compliance function and other service providers. Hg’s Head of Compliance & Risk formally reports every six months to the Committee on Hg’s review of its internal controls. Outcome: During the year, HgT has not identified any significant failings or weaknesses in the internal control systems. Review of the current process driven by the new Code requirement As the Chair of the Committee, I led a review of the new reporting requirements, HgT’s current process and any needed adaptations. With the support and input from the Hg’s Head of Compliance, the review and resulting adjustments involved the following steps and outcomes: •examination of the existing internal controls, and determining which controls were material; •agreeing that there are many potential risks the Company is exposed to and could be affected by, but not all controls were material. The Committee agreed that material controls were those, that, to the extent possible, helped prevent the principal risks from occurring or affecting HgT, or would help mitigate their impact on the Company; •mapping the reporting provided by the Manager and other service providers to the identified material controls, to ensure that performance of each of the material controls is directly addressed by the reporting for the Board or the Committee; •reviewing the level of detail, and frequency of the reporting. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 104 •checking whether additional time or reviews needed to be added to the Committee’s agenda to enable the Board to satisfy itself that the Directors could make a declaration about the effectiveness of internal controls in HgT’s future Annual Reports; and •planning to add the declaration about the effectiveness of material controls that operated during the year to the Committee’s and the Board’s existing formal review from next year onwards. Whistleblowing and anti-bribery and anti-corruption policies The Committee regularly reviews the whistleblowing procedures and anti‑bribery and anti‑corruption policies of Hg. The Company itself has no employees, however, the Manager’s employees are able to raise concerns in confidence and anonymously and there is a process in place for a proportionate and independent investigation and follow‑up actions, should any reports be made. Outcome: The Board considered the updates received from Hg, and noted that no particular concerns or issues have been raised or identified during the year. Internal audit function Every year the Committee considers whether it would be beneficial to establish an internal audit function. Outcome: HgT is an investment company with no employees, and during the year under review, the Committee again concluded that it remained appropriate for HgT to rely on the internal controls implemented by Hg and other third‑party providers, with no need for a separate internal audit function. Financial reporting The Committee reviews the Annual report and accounts and the interim reports in detail. A key focus of its work on the Annual report and accounts is to ensure that the financial statements, and the narrative parts of our reporting taken together are fair, balanced and understandable – and provide the information necessary for shareholders to assess HgT’s position, performance, business model and strategy. In its evaluation of HgT’s accounts and whether they present a fair, balanced and understandable assessment of HgT’s position and prospects, the Committee considers, among others, whether: •the information is deemed to be free of bias, reasonable and impartial and it does not omit important elements. •there is a good level of consistency between the front and back sections of the reports and the same conclusions can be drawn from reading the two sections independently. •the key judgements referred to in the narrative reporting are consistent with the disclosures in the back end of the reports and correspond with the risks that the external auditor would include in their report. •there is a clear and cohesive framework and the important messages are highlighted throughout the document. The Committee also reviews any significant accounting or financial reporting judgements, taking into account industry practice, as well as any guidance from the external Auditor. Outcome: This year, when the Committee reviewed the annual report and accounts, it did not identify any major concerns, and was satisfied that the annual and accounts, taken as a whole, were a fair, balanced and understandable. Significant issues considered when reviewing the financial reporting The principal issue identified during the audit process and discussed by the Committee was the valuation of unquoted investments, in particular the valuation methodologies, judgement and estimations in general, as well as in the case of few specific investments where the Committee challenged the Manager’s recommended valuations. The Committee reviews all valuations in detail, and some of the other areas, highlighted by our external auditor as presenting a higher risk of material misstatement the Committee focused on were: •whether the valuations of the portfolio companies were appropriate; •how revenue was being recognised, and the consistency of approach; •management override of controls; •dividend (more detail is included below); and •the calculation and amount of performance fee. Outcome: The Committee requested and received additional information from the Manager on the half-yearly and annual valuations, it also considered the results of the checks undertaken by the external auditor through the audit work. The Committee concluded that each of the significant issues had been reviewed in sufficient detail and the appropriate disclosures were made in HgT’s reports. Dividends In addition to regular Board discussions on dividends, which, among others, consider the feedback from, and expectations of, our shareholders, the Committee regularly reviews HgT’s dividends, taking into account the evolving nature of HgT’s income streams, which are determined by the investment structures Hg utilises in transactions. HgT aims to achieve growth in the net asset value per share and in the share price, rather than a specific level of dividend. The Directors have indicated that they currently believe that a total of 5.0 pence per share per year, to be a reasonable level for a ‘floor’. The Committee also made recommendations to the Board on both the interim and the final dividends, as always, in the context of the rules pertaining to dividends payable by investment trusts. Valuations When reviewing the valuations, the Committee carefully considers: the methodology and the integrity of the recommended valuations of each of HgT’s investments prepared by Hg; reviews analytical and performance data; the valuation process itself; the supporting materials; and where appropriate, requests further information from the Manager. The valuations are carried out in accordance with the International Private Equity and Venture Capital (IPEV) Valuation Guidelines. The annual and half‑yearly valuations’ reviews are undertaken by this Committee; its work is also supported by a sub‑committee, the Quarterly Valuations Committee, tasked with performing reviews of the quarterly valuations. Outcome: Based on its review, the Committee concluded that the valuations had been performed consistently with previous year, remain in line with published industry guidelines, and do take into account the latest available information about investee companies and current market data. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 105 External audit HgT’s external Auditor, Grant Thornton UK LLP (Grant Thornton), was appointed by shareholders as the independent Auditor at HgT’s AGM in 2017, with the audit of the financial statements included in this Report being the ninth performed by Grant Thornton. Audit Tender Last year we reported that, as part of our longer term succession planning and in preparation for my retirement at HgT’s AGM on 7 May 2026, the Committee decided to carry out the audit tender process during 2025. The Committee continues to review the performance of the external auditor every year, and it remained satisfied with the firm – the tender process, taking place one year sooner than required, was motivated solely by the upcoming planned changes to the Committee’s leadership and the intention to allow Graham Paterson, the Chair elect of the Committee, ample time to familiarise himself with HgT’s valuations and reporting, before a tender was needed. Of course, bringing the audit tender forward does not preclude Graham Paterson from conducting one at any time, if he and the Committee deem it to be appropriate or necessary. With that in mind, we undertook an external audit tender in the latter part of 2025 and ultimately recommended to the Board that HgT’s incumbent auditor, Grant Thornton, continue in its role. Tender process Erika Schraner, John Billowits, and myself initiated the tender process. The process was informed by the FRC’s guidance on best practice for audit tenders. In consultation with all Committee members, we decided to invite four audit firms, including the incumbent firm, Grant Thornton to tender; the four firms included two of the big four audit firms, and two smaller audit firms. Of the four firms one declined our invitation to tender, consequently, three firms participated in the tender. We agreed a set of criteria that would help us evaluate each of the firms, including: the firm and its capabilities; audit team; audit approach; governance and reporting, commercial considerations; and interactions with the firms. We then provided guidance on this to the tendering firms, setting out areas we thought should be covered in the presentations. To help provide a better understanding of HgT, Hg’s Finance team, Erika Schraner and myself held a number of meetings with the bidding firms. The Committee also considered the results of the FRC’s 2025 Audit Quality Reviews. After a review of the proposals, we decided to meet with two of the firms; all Committee members, as well as the Hg’s Finance team, were invited to these presentations. Following the presentations and considerable debate, we decided to recommend to the Board that Grant Thornton continue to serve as HgT’s external auditor. The Committee believes that the independence and objectivity of the auditor and the effectiveness of the audit process are safeguarded and remain robust. Subsequently, the Board agreed with the Committee’s recommendation, and we will propose to our shareholders at our AGM in 2026, that Grant Thornton is re-appointed as our external auditor in respect of the financial year ending 31 December 2026. HgT remains compliant with the requirements of the Competition and Markets Authority’s Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014. In accordance with professional guidelines on rotation of audit partners, William Pointon has served as the senior statutory auditor starting with the audit for the year ended 31 December 2022 and will retire as HgT’s Audit Partner no later than in respect of the year ending 31 December 2026. Review of the Auditor During the year, the Committee also considered all relevant aspects of the Auditor's performance, separately from any assessments done as part of the audit tender. The Committee reviewed the Auditor’s terms of engagement and the audit plan. As part of the review of the audit plan, the Committee considered the major risk areas identified by Grant Thornton, and discussed the level of materiality set by the Auditor. In line with the FRC’s Minimum Standard for Audit Committees, the Committee also receives more detailed reports on, and devotes more time to, the Auditor’s quality assurance process and risks to audit quality. During the year, the Committee assessed Grant Thornton’s performance and considered its remuneration. The Committee also reviews the Non‑Audit Services Policy every year, which helps ensure that the Auditor’s independence and objectivity are not impaired. In 2024, Grant Thornton did not provide any non‑audit services to HgT and the details of the remuneration for services provided by the Auditor are set out in Note 6 to the financial statements. The AVRC also takes into account a breakdown of the fees and nature of services GT provides to HgT’s investee companies. The Auditor confirmed that it monitors the level of fees paid by these entities and it monitors and assesses the nature of the services and fees for potential independence threats on an ongoing basis. Review of the effectiveness of the audit Grant Thornton is invited to attend and present at the Committee meetings, the Auditor also meets with the Committee and its Chairman without the Hg team present. As the Committee Chairman, I maintain contact with the auditor, when required. In order to form a view on audit quality and the effectiveness of the external audit process, the Committee considers its own observations, interactions with the Auditor, the feedback from key Hg Management personnel, as well as the annual FRC’s Audit Quality Inspection and Supervision Report, which set out the FRC’s findings on audit quality at GT. Every year the Committee also conducts a formal evaluation of the effectiveness of the audit process via a tailored questionnaire, focused on four key areas, completed by all members of the Committee and the members of the Hg team, who work most closely with the auditor. The Committee, to form its view on how the auditor performed, considers: the robustness of the audit process; quality of delivery; quality of reporting; and quality of people and service. The Committee also takes into account the Auditor’s technical competence, its understanding of HgT’s business and the wider PE sector, and whether it demonstrates an appropriate level of scepticism and challenge. Outcome: Following this comprehensive review, undertaken separately to the assessment part of the audit tender, the Committee was satisfied that Grant Thornton had carried out its duties in a diligent and professional manner and provided a high level of service. Consequently, the Committee proposed to the Board that a resolution to reappoint Grant Thornton as HgT’s Auditor be put to shareholders at the 2026 AGM. Richard Brooman Chairman, Audit, Valuation and Risk Committee 6 March 2026 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 106 Management Engagement Committee report | | | | --- | --- | | | | | Membership of the Management Engagement Committee | | | Helena Coles (Chair since 16 May 2024) | Chair | | Jim Strang | Member | | Richard Brooman | Member | | Erika Schraner | Member | | John Billowits | Member | | Graham Paterson (joined 23 July 2025) | Member | | Pilar Junco | Member | Key responsibilities: •Monitor and evaluate the performance of the Manager; •Review the Manager’s compliance with HgT’s investment policy; •Review the terms of the Management Agreement; •Review the level and method of the remuneration of the Manager, including the methodology of the annual management and performance fees; •Consider the merit of obtaining an independent appraisal of the Manager’s services; •Monitor the performance of other service providers (except for that of the external auditor), including their remuneration as well as compliance with the terms of their respective agreements; and •Engage in open discussions with service providers to identify how services and relationships can be improved year on year to enhance the performance of HgT. Chair's introduction On behalf of the Committee, I am pleased to present our Report for the year ending 31 December 2025. Throughout the year, the Committee continued to support the Board in fulfilling its oversight responsibilities through its comprehensive review and monitoring of the performance of the Manager and our other third party service providers, aiming to actively cultivate our relationships and strengthen the quality and impact of the services provided to HgT. We work closely with a number of service providers and we have a well-established process we follow to receive feedback on the performance of each of the service providers, and based on that feedback, and absent any emerging issues, agree a plan for the reviews we intend to conduct in the given year, and, most likely, over the next two to three years. The Committee also maintains a Policy on Service Provider Engagement, which aims to streamline service providers’ selection and spend discussions, increase the timeliness of these reviews and enhance advanced planning for, and reviews of, any sizeable capital expenditure projects. As every year, the Committee also reviewed its terms of reference. Review of the Manager Every year, the Committee completes a thorough review of the Manager. The Committee members take into account, both, the interactions with Hg throughout the year, as well as formal presentations on the key aspects of the Manager’s performance, operations and strategy at the annual Board Strategy session. When reviewing the Manager’s performance, the Committee considers a number of different factors, which include: the quality and continuity of Hg’s team; Hg’s succession plans; sector and geographic coverage; investment processes; performance, including more recent new investments and exit activity; the management of HgT’s balance sheet and liquidity, as well as strategy. The Committee takes into account how Hg is supporting our engagement with shareholders and other key stakeholders, as well as the Manager’s ongoing commitment to enhancing HgT’s share liquidity and more generally, promoting HgT. The Committee also considers the Manager’s culture and evaluates the way in which the Manager’s partners, executives and other members of the team are remunerated and incentivised. The Committee also takes a keen interest in Hg’s updates on its people, and the Directors receive updates on recruitment and staff turnover, results of any employee satisfaction surveys and diversity, in all its forms, across the different teams. Furthermore, the Committee reviews the Manager’s ESG strategy, objectives and progress. When periodically reviewing the terms of the management agreement, the Committee also considers the remuneration arrangements and the methodology underpinning the annual management and performance fees. Outcome: Following its review, the Committee agreed that the continued appointment of the Manager remains in the best interests of HgT and its shareholders. Reviews of other service providers The Committee has the responsibility for monitoring and reviewing HgT’s other key service providers and therefore it undertakes formal, in-depth reviews of all of the third‑party service providers on a five‑yearly cycle. This is done through formal assessments of performance against the agreed service level agreements, and/or through annual review meetings. The Committee reviews the performance of certain key service providers, such as the Company Secretary and the legal advisors annually, considering the importance of the services they provide to HgT. Following consideration of the evaluation outcomes, the Committee makes recommendations to Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 107 the Board on whether, in its opinion, their appointments continue to be in HgT’s best interests. In 2025, the Committee received feedback on, and considered, the performance of all other HgT’s service providers. It decided to formally review the services of: Dickson Minto, HgT’s legal advisor; MUFG Corporate Governance, the Company Secretary; Cadarn Capital, HgT's distribution and IR adviser; Edison Group, HgT's investment research provider; and Deutsche Numis, HgT’s corporate broker. Outcome: The Committee concluded that these appointments remained in the best interests of the HgT and all were recommended to the Board. Looking ahead I will continue to focus on getting to know our service providers better, building on understanding of how they support the Company, and how they perform. The Committee as a whole will continue to focus on maintaining constructive relationships with HgT’s service providers and hold formal and informal discussions to continue to evolve the service providers’ engagement and the value they deliver. I welcome questions from shareholders on the Committee’s activities. Helena Coles Chair, Management Engagement Committee 6 March 2026 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 108 Nomination Committee report | | | | --- | --- | | | | | Membership of the Nomination Committee | | | Jim Strang | Chairman | | Richard Brooman | Member | | Erika Schraner | Member | | Helena Coles | Member | | John Billowits | Member | | Graham Paterson (joined 23 July 2025) | Member | | Pilar Junco | Member | Key responsibilities: •Review the composition of the Board and its Committees including the balance of skills, experience, knowledge and diversity, including that of gender, social and ethnic backgrounds, cognitive and personal strengths within the context of our investors’ expectations, and applicable reporting requirements; •Consider and formulate succession plans for the Chairman and the Directors in the context of HgT’s strategic plans and consistent with the HgT’s policies on Board Tenure and Diversity & Inclusion; •Identify, evaluate and recommend candidates for new Board appointments; •Evaluate the Directors’ performance and consider whether they should be recommended for re-election; •Review outside commitments of the Directors; •Develop and review policies on Board’s Tenure and Diversity & Inclusion. The Culture Policy is reviewed regularly directly by the Board; and •The evaluation of the Board, its Committees, and the Directors is led by the Chairman of the Board and findings presented at a Board meeting. Chairman’s introduction Throughout the year, the Committee focused on continuing to execute HgT’s longer-term succession plan to support the Board in having the right skills and experience to deliver the long-term strategic plans and ambition. In July 2025 we announced the appointment on Graham Paterson. Graham Paterson is working alongside our longstanding Director and Chair of the Audit, Valuation and Risk Committee, Richard Brooman, who intends to step down from the Board at the Annual General Meeting on 7 May 2026. Subject to his election at that AGM, Graham Paterson will take on the role of the Chair of that Committee following Richard Brooman's departure. More details on the appointment process, and Graham Paterson's background, can be found below/on page 89. Throughout the year HgT continued to comply with the recommendations of the FTSE Women Leaders and the Parker Reviews regarding Board’s composition and diversity, nevertheless we continue to consider them in every search. The Committee is also focused on longer-term succession planning, considering what the Board composition over the next three to five years. Policy on diversity and inclusion We recognise that the Board’s debates and decision-making are greatly enriched by a wider range of perspectives and thinking, fostered by diversity of experience and knowledge, social and ethnic backgrounds, gender, and cognitive and personal strengths. While we do believe that it would be inappropriate to set a rigid target for any specific recruitment and that all appointments must be made on merit, diversity in all its forms is embedded in every new Director search process we conduct. Therefore, since 2019, we have in place a set of objectives and principles that HgT follows when looking to recruit a new candidate, including: •any advertising states that applications from suitably qualified candidates who would add to the Board’s diversity are especially welcome; •any recruitment agency used is instructed to include diverse candidates of appropriate merit, identified through a search of a wide pool of potential appointees; •any shortlist must include candidates who, if appointed, would add to the diversity of the Board; and •recognising that the finance, investment and private equity sectors have not historically reflected the diversity of the UK society, HgT encourages the inclusion of candidates from other backgrounds, and not only based in the UK, provided they have appropriate transferable skills. Outcome: The Committee reviews this Policy every year and continues to report on its performance to shareholders. Following this year's review, we're pleased to report that we continue to meet the targets set by the FTSE Women Leaders and Parker Reviews. Our disclosure in line with the FCA's Listing Rules on gender and diversity can be found on page 23. Directors’ policy on tenure The Board adopts a policy on Board Members’ Tenure and Reappointments (“the Board Tenure Policy”). The Committee believes that a policy encompassing the whole Board, rather than just the Chairman, is better aligned with HgT’s objective of delivering long-term success and consistent returns to shareholders, which can be supported by both, the benefits of longer corporate memory and challenge provided by fresh thinking. The Board believes that the value contributed by the continuity and experience of Directors with longer periods of service is not only desirable, but essential for an investment company whose business creates a cycle of negotiating significant long-term investment commitments, which lead to investments scrutinised and monitored across a commitment-investment-realisation cycle that extend over periods of decade or longer. Consequently, the Committee considers it inappropriate to set a specific tenure limit for any individual Director or the Chairman of the Board. Instead, the Board generally seeks to recruit a new Director every two to three years, benefitting from the experience of Directors who have served on the Board for a range of different periods. This way, the Board benefits from fresh perspectives and diversity of thought, while preserving the cumulative experience and deep understanding of HgT, its commitments and investment portfolio. Outcome: The policy has operated as intended during the year and at the end of 2025, the average tenure was 5.5 years. Following the Company's 2026 AGM when Richard Brooman, our longest serving Director retires, the average tenure will be 3.8 years, with tenures ranging from 8 years to less than a year. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 109 Our longer serving Directors Richard Brooman, our Chairman of the Audit, Valuation and Risk Committee has served on the Board since 2007, and, through his corporate memory, in depth knowledge of the Company and extensive experience of working with the Manager, has provided constructive challenge and robust scrutiny of matters coming before the Board and the AVRC, in particular the valuations of the portfolio firms and negotiating the terms of the Manager’s engagement. In line with our succession plan, Richard Brooman will retire from the Board at HgT’s 2026 AGM. Outcome: In line with our longer term succession plan, following the 2026 AGM, the Board will continue to balance UK code, continuity, experience, and diversity in its broadest sense. Succession planning The Committee’s review of the Board’s composition and succession plans takes into account the Directors’ skills matrix, which maps the current skills sets, those the Board will have following planned changes, and those likely needed in future as HgT makes progress in meeting its strategic goals. Richard Brooman, our longstanding Chairman of the Audit, Valuation and Risk Committee, will step down from the Board at the AGM in 2026. Graham Paterson, the Committee's Chair Elect, was appointed in July 2025, allowing ample time for a thorough handover. More details on that process can be found in the AVRC Report on page 102. Beyond this year, the Committee also continues to consider longer term succession planning across the Board more broadly. Evaluation of the Directors’ performance In line with our policy on Board members’ tenure and reappointments, the Committee decides on changes to the Board, and makes recommendations to the Board and our shareholders for approval; the Directors do not expect to be automatically reappointed, nor do they expect to retire from the Board in the order of their original appointment. In determining whether to recommend a Director for re-election, the Committee evaluates the quality of a Director’s participation and contributions to the Board’s and Committees’ deliberations, the results of the annual performance evaluations and any other pertinent aspect of the Director’s performance. Outcome: The details and the actions arising from our annual board evaluation, facilitated externally in 2025, are described on page 91. Following the performance review, the Board concluded that the performance of all Directors remained effective; the Directors all demonstrated commitment to their roles and devoted sufficient time to the business of HgT. The Board believes that it is in the best interests of shareholders to recommend that Messrs Strang and Billowits, and Ms Coles, Ms Junco and Ms Schraner be recommended for re-election and that Mr Paterson be elected by our shareholders at the upcoming AGM. The relevant skills and experience each Director brings to the Board, and the reasons we believe their appointments are in the best interests of HgT are set out along their biographies on pages 88 and 89. Directors’ biographies: page 88 Time Commitments This year, the Directors discussed in detail the demands on the Directors’ time, reviewing the external commitments of each of the Board members in more depth. We understand that the Directors ability to fulfil their role effectively is critical, and Board members are rightly expected to devote sufficient time to their roles. Taking on too many external appointments could potentially compromise Directors’ ability to fulfil their role effectively. The Board has a more granular understanding of each of the Board members’ time commitments, which include [commitments to] their other board mandates, any advisory work, involvement with charities and teaching positions. The Board values and benefits from the experience, knowledge and perspectives the Directors gain through their other roles. Outcome: Following the more extensive review this year, the Directors are satisfied that every Board member continues to have and devote sufficient time to the business of the Company. Changes to the Board’s Composition and appointments process In 2025, the Committee led a search process, which ultimately resulted in us being able to recommend to the Board the appointment of Graham Paterson to the Board. The process begun in early 2025, when, led by myself, the Committee agreed on a description of the role, skills and attributes based on our Skills Matrix and the Diversity & Inclusion Policy. In March 2025, the Committee again engaged Fletcher Jones Limited, an executive search practice, to help to identify suitable candidates (we appointed Fletcher Jones Limited to support our recruitment efforts previously; Fletcher Jones has no other connection to HgT and the Committees does consider working with other search agencies each time). Following an extensive search process, the Committee reviewed the applications of all long-listed candidates and after agreeing the shortlist, conducted interviews with the shortlisted candidates. Outcome: In July 2025, we were happy to announce Graham Paterson's appointment to the HgT Board - Graham Paterson is a seasoned investor with over 25 years’ experience in private equity. Graham Paterson has considerable expertise in the software sector and is a chartered accountant. He brings a unique combination of skills and personal strengths which complement the Board’s skillset very well, he is also perfectly placed to take on the role of the Audit, Valuation & Risk Committee upon Richard Brooman’s retirement. Looking ahead During 2025, the Board continued to focus on HgT’s long-term commitments, against the backdrop of persistent geopolitical risks and political uncertainty. The Committee continues to support the Board by focusing on longer-term succession planning in the context of the Board’s existing and future needs, recognizing that an effective, diverse Board is crucial to HgT’s long-term, sustainable success. Jim Strang Chairman of the Nomination Committee 6 March 2026 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 110 Directors' remuneration report This Directors' Remuneration Report for the year ended 31 December 2025, has been prepared in accordance with the requirements of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The law requires the auditor to audit certain disclosures contained within this Report and these are indicated accordingly. The auditor's opinion is included in the Independent auditor's Report on pages 79-86. Ordinary resolutions for the approval of this Report and the Directors' Remuneration Policy will be put to members at the forthcoming AGM. Statement from the Chairman of the Board HgT has no employees or executive Directors and the level of the non-executive Directors’ fees are only considered within the limits prescribed by the Articles of Association; therefore, it is felt that maintaining a separate Remuneration Committee would add very little value. Consequently, the Board is responsible for deciding on the level of fees to be paid to the non-executive Directors and the Chairman at its discretion – and each Director abstains from voting on his or her own individual remuneration. The Directors’ fees are reviewed annually – and, in its assessment, the Board considers the time required to be committed to the business of HgT and whether all Directors did devote sufficient time to HgT during the year under review; whether the Board evaluation indicated that the Directors fulfilled their roles, acted effectively and in the best interests of HgT; and whether, through the evolution of HgT’s scale, complexity and its associated processes and procedures resulted in an increase in required time commitments. The Board's review also takes into account the level of fees paid by HgT's peers. During the year under review, the Board considered the annual fees, taking account of the various aspects described above, and agreed that, as HgT grows, managing the commitment / investment cycle and the balance sheet becomes increasingly complex and time consuming. The frequency and the length of meetings outside of the usual meeting cycle has been increasing, especially since the introduction of the quarterly valuations, with the Board and its committees now meeting in excess of 20 times a year; the Directors participate in, and/or deliver, regular teach in sessions; and maintain a regular contact with the Manager outside of the scheduled meetings. HgT now balances its commitments across five different fund structures and manages the balance sheet through a multi-bank lender facility, all of which require significant time and attention from the Board. With all that in mind, the Directors agreed that a small adjustment to the fee level was appropriate. Accordingly, the fee levels are as follows: | | | | | --- | --- | --- | | | | | | | Annual Fee (1 July 2025 – 30 June 2026) | Annual Fee (1 July 2024 – 30 June 2025) | | Chairman | £119,100 | £114,500 | | Senior Independent Director | £65,000 | £62,500 | | Non-Executive Director | £57,200 | £55,000 | | Chairman of the AVRC | £73,300 | £70,500 | | Chair of the MEC | £65,000 | £62,500 | No discretion was exercised in relation to directors’ remuneration. Statement of voting at General Meeting Any views expressed by shareholders at HgT’s AGM in respect of the Directors’ remuneration are taken into account in formulating the Directors’ Remuneration Policy. At the last AGM, over 99% of votes were cast in favour of the Directors’ Remuneration Report, 0.09% of the votes being cast against and 0.03% of all votes being withheld. The current Directors’ Remuneration Policy was approved by shareholders at the 2023 AGM, with 99.92% of votes cast in favour and 0.08% votes cast against showing significant shareholder support (0.03% of all votes were withheld). Statement of implementation of Remuneration Policy in respect of the financial year ending 31 December 2026 The current Remuneration Policy was approved by our shareholders at the 2023 AGM and will be proposed for a vote at the 2026 AGM. The Board will review Directors’ fees during 2026. The total aggregate annual Directors’ fees will continue to be set within an aggregate limit of £480,000. Strategic report Hg’s review Financial statements Corporate governance Further information 111 Annual Report & Accounts 2025 Policy on Directors' Remuneration (proposed to shareholders for a binding vote at the forthcoming AGM) HgT has no employees other than its Directors, who are all non‑executive and independent of HgCapital. The Company Secretary provides a comparison of the Directors’ remuneration with other investment trusts of similar size and/or mandate. This comparison, together with consideration of any change in non‑executive Directors’ responsibilities, is used to review annually whether any change in remuneration is appropriate. The remuneration of the Directors is determined within the limits set out within HgT’s Articles of Association and the total aggregate annual fees payable to the Directors in respect of any financial period currently cannot exceed £480,000. The Remuneration Policy will take effect from 7 May 2026, subject to approval by the Company’s shareholders at our AGM that day. The components of the remuneration package for non-executive Directors, which are comprised in the Directors’ remuneration policy of HgT, are as set out below: | | | | | | --- | --- | --- | --- | | | | | | | Remuneration Type | Description and approach by HgT to determination | Maximum Potential Value | Proposed change to the policy | | Fees | Annual fees set at a competitive level for the industry and appropriate for role and based on individual skills, time commitment and experience. | Aggregate Directors’ fees cannot currently exceed £480,000 per annum | None | | Additional fees for Senior Independent Director and Chairs of Committees | Additional fees may be paid to any Director who fulfils the role of the Senior Independent Director or any Director who chairs any committee of the Board. Such fees are set at a competitive level for the industry and appropriate for the role and based on individual skills, time commitment and experience. | Aggregate Directors’ fees cannot currently exceed £480,000 per annum | None | | Expenses | Non-executive Directors can claim for out-of-pocket expenses in the furtherance of their duties. | Ad hoc | None | | Payment for loss of office | No payments will be made to non-executive Directors for loss of office | | None | Each of these components of the remuneration package supports the short and long-term strategic objectives of HgT by ensuring that the non-executive Directors’ remuneration is set at a competitive level which reflects the responsibilities of, and the time devoted by, the non-executive Directors. Approach to recruitment remuneration When recruiting new Directors, the Nomination Committee considers the likely time required to be devoted to HgT’s business, taking into account the evolution of HgT’s scale, complexity and the associated processes and procedures and ensures, that the fees for any new Director appropriately reflect the responsibilities and time commitment. Other benefits None of the Directors has a service contract with HgT. The terms of their appointments are detailed in a letter sent to them when they join the Board. Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings. HgT is permitted to provide pension or similar benefits for Directors and employees of HgT; however, no pension schemes or other similar arrangements have been established and no Director is entitled to any pension or similar benefits. HgT does not have a policy on termination payments and no past Director has been compensated for loss of office or otherwise. All of HgT’s Directors are subject to annual re-election. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 112 Total remuneration paid to each Director | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | Fees | | Taxable benefits4 | | Total fixed remuneration5 | | | | 2025 £ | 2024 £ | 2025 £ | 2024 £ | 2025 £ | 2024 £ | | Jim Strang | 116,800 | 112,250 | – | – | 116,800 | 112,250 | | Richard Brooman | 71,900 | 69,375 | – | – | 71,900 | 69,375 | | Erika Schraner | 63,750 | 61,438 | | – | 63,750 | 61,438 | | Helena Coles | 63,750 | 58,495 | 51 | 64 | 63,801 | 58,559 | | John Billowits1 | 56,100 | 34,135 | 20,296 | 19,126 | 76,396 | 53,261 | | Graham Paterson2 | 32,268 | – | 2,033 | – | 34,301 | – | | Pilar Junco | 56,100 | 53,750 | – | 1,186 | 56,100 | 54,936 | | Anne West3 | – | 22,724 | – | – | – | 22,724 | | Total remuneration | 460,668 | 412,167 | 22,381 | 20,376 | 483,049 | 432,543 | 1  John Billowits was appointed to the Board in May 2024 2 Graham Paterson was appointed in July 2025 3 Anne West retired from the Board in May 2024 4  Taxable benefits include travel expenses incurred by Directors when travelling to attend Board, Committee or other meetings. 5  There are no variable elements of remuneration to disclose. The information in the above table has been audited. There have been no payments to past Directors, whether for loss of office or otherwise. None of the fees referred to in the table above was paid to any third party, in respect of the services provided by any of the Directors. No element of the Directors’ remuneration is performance related or variable. The Directors' remuneration is determined within the limits set out within HgT’s Articles of Association and the Remuneration Policy – with Directors not eligible for benefits, bonuses, share options or long‑term performance incentives. The terms and conditions for all Director appointments are set out in letters of appointment which are available for inspection at HgT's registered office. No Director has a service contract. Annual percentage change in remuneration of directors Directors' pay has increased over the last four years, as set out in this table: | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | 20251 £ | % change from 2024 to 2025 | 20241 £ | % change from 2023 to 2024 | 20231 £ | % change from 2022 to 2023 | 2022 £ | % change from 2021 to 2022 | 20211 £ | % change from 2021 to 2022 | 2020 £ | | Chairman | 119,100 | 4% | 114,500 | 4% | 110,000 | 10% | 100,000 | – | 100,000 | 39% | 72,000 | | AVRC Chairman | 73,300 | 4% | 70,500 | 3% | 68,250 | 5% | 65,000 | – | 65,000 | 21% | 53,500 | | MEC Chairman | 65,000 | 4% | 62,500 | 4% | 60,375 | 5% | 57,500 | – | 57,500 | 20% | 48,000 | | SID | 65,000 | 4% | 62,500 | 4% | 60,375 | 5% | 57,500 | – | 57,500 | 20% | 48,000 | | Non-Executive Director | 57,200 | 4% | 55,000 | 5% | 52,500 | 5% | 50,000 | – | 50,000 | 22% | 41,000 | 1     The increases in pay were effective on 1 July in the given year. HgT does not have any employees and therefore no comparisons are given in respect of Directors' and employees' pay increases. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 113 Relative importance of spend on pay This table aims to help shareholders assess the relative importance of spend on remuneration. It compares remuneration, excluding taxable benefits, against the shareholder distributions of dividends and share buybacks. | | | | | | --- | --- | --- | --- | | | | | | | | 20251 £000 | % change from 2024 to 2025 | 20241 £000 | | Total Directors' remuneration | 461 | 11.8% | 412 | | Total distributions to shareholders | 25,175 | (15.4)% | 29,753 | 1    All fee increases are effective on 1 July. Excludes Directors' travel expenses. Directors' interests There is no requirement under HgT’s Articles of Association or letters of appointment for Directors to hold shares in HgT. The interests of the Directors (including their connected persons) in the shares of HgT, at the end of the year under review are in the table below. Given [the recent decline in share price], the Board had initiated a share buyback programme (more details are on page 12), in addition, every Board member had also purchased shares in the Company on 6 February 2026. The updated shareholdings, as at the latest practicable date, are as follows: | | | | | | --- | --- | --- | --- | | | | | | | No. Ordinary shares | as at 5 March 2026 | as at 31 December 2025 | as at 31 December 2024 | | Jim Strang | 200,000 | 190,105 | 167,282 | | Richard Brooman | 50,000 | 44,500 | 40,000 | | Erika Schraner | 16,348 | 14,148 | 14,148 | | Helena Coles | 22,839 | 15,397 | 6,896 | | John Billowits | 75,000 | 55,000 | 40,000 | | Graham Paterson1 | 11,300 | 7,000 | – | | Pilar Junco | 10,000 | – | – | 1    Graham Paterson joined the Board in July 2025 The above information has been audited. Share price performance from 31 December 2015 to 31 December 2025 The FTSE All-Share Index (total return) has been used for comparative purposes, as this is the comparator used when reporting to shareholders. All figures are based on the total return to shareholders. 1Performance record rebased to 100 at 31 December 2015. Source: Hg, Factset. On behalf of the Board Jim Strang Chairman of the Board 6 March 2026 114 Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information Further Information Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 115 Alternative Investment Fund Managers Directive (AIFMD) HgT is an externally managed UK Alternative Investment Fund (‘AIF') for the purposes of the Alternative Investment Fund Managers Directive (2011/61/EU), as applicable in the UK (‘UK AIFMD’), being a public limited company incorporated in England and Wales and listed on the London Stock Exchange. HgT's registered office is 2 More London Riverside, London SE1 2AP. Hg Pooled Management Limited (‘Hg’), as Manager of HgT, has been appointed as the UK Alternative Investment Fund Manager (‘AIFM’) for the purposes of UK AIFMD. Pursuant to Article 23(1) of the AIFMD, Hg makes available the following information to the existing shareholders of HgT in order to supplement and update (where relevant) the information provided to them before they invested. Please note that where Hg has determined that the required information is already detailed elsewhere in the Annual Report and Accounts (as defined below) or other available source documents, this supplemental disclosure contains a reference to such source documents. Where Hg has determined that the required information has not been provided to shareholders, this supplemental disclosure contains the relevant details. Investment Policy and risk management The investment objective, policy and strategy of HgT and Hg are set out in HgT's Investment Objective and Investment Policy section (page 29) and Hg's Review section (pages 30-58) of the 31 December 2025 Annual Report and Accounts. HgT is subject to the FCA listing rules and as such, any material change to HgT's investment policy can only be made with the approval of shareholders in a general meeting. The principal risks associated with HgT's investment policy are set out in HgT's Business Model and Risk Framework (pages 16-21) and the Financial Risk section (page 72; note 19) of the notes to the financial statements in the Annual Report and Accounts. Hg is responsible for risk management functions and has procedures in place to evaluate, monitor and mitigate the risks faced by HgT. Hg's risk management function is reviewed by the Board and the Audit, Valuations and Risk Committee in order to ensure that the best processes are in place and properly followed. Manager Hg Pooled Management Limited (‘Hg') is the Manager of HgT, its registered office being 2 More London Riverside, London SE1 2AP. Hg is a limited company and is authorised and regulated (FRN 122466) by the Financial Conduct Authority (‘FCA'). Hg was authorised to manage AIFs for the purpose of the AIFMD with effect from 22 July 2014. Hg has been appointed to manage HgT pursuant to an agreement dated 14 January 2009 as amended and restated on 22 July 2014 (the ‘Management Agreement') to include appropriate provisions relating to AIFMD. Hg has sole responsibility for managing HgT, including investigating and negotiating any potential investments and making investment decisions for HgT (subject to the Investment Policy). Hg has delegated certain administration and investment support services to its affiliate, HgCapital LLP. In addition, HgCapital LLP is appointed as an investment adviser to Hg. Hg's duties under the Management Agreement are owed to HgT as a whole and not directly to the shareholders, whether individually or in groups. Hg maintains appropriate additional own funds to meet its regulatory capital requirements under the AIFMD, including in relation to professional liability risks. Depositary HgT has appointed APEX Depositary (UK) Limited (the ‘Depositary'), whose registered office is at 6th Floor, 140 London Wall, London, EC2Y 5DN, as the depositary in relation to HgT under an agreement dated 22 July 2014 (the ‘Depository agreement'). The Depositary is authorised and regulated (FRN 610203) by the FCA and is responsible for verifying ownership of HgT's investments (on the basis of evidence provided by Hg) and maintaining a register of such as well as cash monitoring of HgT's bank accounts and oversight as required by Hg. The Depositary's duties under the Depositary agreement are owed to HgT as a whole and not directly to the shareholders, whether individually or in groups. Auditor HgT has appointed Grant Thornton UK LLP, whose registered office is at 8 Finsbury Circus, London EC2M 7EA, as auditor. The auditor's duties are to carry out the annual audit of HgT. The auditor is primarily responsible for evaluating the application of HgT's accounting policies and the review of the financial statements. The agreement between HgT and Grant Thornton for the provision of audit services to HgT does not include any specific rights for shareholders. Legal adviser HgT has appointed Dickson Minto LLP, whose registered office is at 16 Charlotte Square, Edinburgh EH2 4DF as HgT's legal adviser. The agreement between HgT and Dickson Minto LLP does not include any specific rights for shareholders. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 116 Prime broker HgT does not retain a prime broker. Legal relationship with shareholders The rights of the shareholders are governed by HgT's Articles of Association. As at 31 December 2025, HgT had 457,728,500 ordinary shares of 2.5 pence each in issue. Each ordinary share has one voting right attached to it. The total number of voting rights in HgT at this date was 457,728,500. Further information on the share capital of HgT can be found in the ordinary share capital (page 76; note 20) section of the notes to the financial statements in the Annual Report and Accounts. Shares are not offered on an ongoing basis but may be bought or sold through a stockbroker, financial intermediary, or one of the share dealing services detailed in the Shareholder Information section of the Annual Report and Accounts (page 118). HgT is incorporated under the laws of England and Wales. As such, the courts of England and Wales will have jurisdiction to hear and determine any proceeding, and to settle any dispute, in accordance with English law, which may arise out of a shareholder's shareholding in HgT. Consequently, for shareholders residing outside that jurisdiction it may not be possible to effect service of process in an alternative jurisdiction or enforce any judgement obtained against HgT in an alternative jurisdiction. Leverage The aggregate amount of borrowing shall not exceed an amount equal to twice the aggregate of: (a)  the amount paid up, or credited as paid up, on the share capital of HgT (excluding any share capital presented as debt); and (b)  the total of any credit balance on the distributable and undistributable reserves of HgT's group, but excluding amounts attributable to outside shareholders in subsidiary undertakings of HgT and deducting any debit balance on any reserve. HgT has in place a £375 million multi-currency standby facility led by Lloyds Bank Corporate Markets plc on an unsecured basis, expiring in March 2027. The facility was drawn for £36 million at 31 December 2025. Please refer to HgT's Business model and risk framework (page 16) of the Annual Report and Accounts. Valuation policy and procedure Hg's valuation policy is to value investments in accordance with the International Private Equity and Venture Capital (‘IPEV') guidelines. HgT has an Audit, Valuation and Risk Committee which reviews these valuations and provides oversight of the valuation process and methodology. Please see HgT's Business model and risk framework section (page 18) of the Annual Report and Accounts. Liquidity management As HgT is closed-ended, and no redemptions are possible, its liquidity management is limited to ensuring it has the ability to meet the commitments made to make investments. A number of levers are available in order to manage HgT's liquidity profile. A proportion of the assets of HgT is normally maintained in liquid readily realisable form (cash, money market instruments, gilts and a managed liquidity fund) to meet draw-downs. A borrowing facility has been arranged with Lloyds Bank Corporate Markets plc, pursuant to which additional temporary facilities of up to £375 million are available (as referred to in the Leverage section above), if required. In addition, an opt-out provision has been negotiated in connection with HgT's commitment alongside Hg Genesis 8, Hg Genesis 9, Hg Genesis 10, Hg Mercury 2, Hg Mercury 3, Hg Mercury 4, Hg Saturn, Hg Saturn 2, Hg Saturn 3 and Hg Saturn 4. This permits HgT to opt out of its obligation to fund its commitment for certain liquidity or regulatory reasons, if to do so would result in HgT (i) not having the cash resources to meet any of its liabilities, expenses or obligations to fund its commitments to other funds or investment vehicles of Hg that are reasonably likely to become due within 12 months or (ii) not being able to undertake any share buyback, in each case subject to certain conditions. Please refer to HgT's Business model and risk framework (page 18) section of the Annual Report and Accounts. Fees, charges and expenses For details of the fees payable by HgT to Hg in relation to its investment activities within the underlying fund partnerships, please refer to the priority profit share (page 67; note 5) of the notes to the financial statements in the Annual Report and Accounts. In relation to the management of HgT, Hg is also entitled to receive £5,000 per quarter for its activities as the Manager of HgT and 0.025% of the NAV of HgT per quarter for its activities as administrator. HgT also incurs fees in the form of depositary fees, bank fees, marketing fees, legal fees, auditor's fees and other fees. It is not possible to provide a maximum fee payable due to the nature of these amounts. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 117 Fair treatment of shareholders and Preferential Treatment Hg and the Board are committed to treating shareholders fairly in accordance with UK company law. No preferential rights have been granted to any shareholder. Hg and the Board of HgT will not enter into any preferential arrangements which would lead to a material disadvantage to other shareholders. Remuneration disclosure HgT does not directly employ any staff and instead the Hg group, which also acts as investment adviser and provides administrative services to HgT, provides personnel to fulfil roles within its investment committee, portfolio review committee and the control and risk functions (the ‘Relevant Functions') and perform other activities for HgT. Personnel carrying out the Relevant Functions or who are senior management of Hg are referred to below as ‘Identified Staff'. The table below sets out the disclosures required under AIFMD in relation to the proportion of remuneration which Hg calculates was attributable to work done for HgT during the year ended 31 December 2025. | | | | | --- | --- | --- | | | | | | | 2025 £ | 2024 £ | | Fixed remuneration paid to Identified Staff | 482,000 | 351,000 | | Variable remuneration paid to Identified Staff | 1,095,000 | 342,000 | | Aggregate remuneration paid to Identified Staff who are senior management of the Manager | 413,000 | 205,000 | | Aggregate remuneration paid to Identified Staff who have a material impact on the risk profile of the AIF by reason of performing Relevant Functions | 1,164,000 | 488,000 | | Performance fee paid by the AIF to Identified Staff | 13,999,000 | 10,440,000 | The number of Identified Staff from Hg contributing to HgT for the year was 30 (2024: 22). Remuneration policy Hg has ensured that all remuneration is directly aligned with the specific requirements of the AIFMD. Hg's remuneration policy (which also applies directly to HgCapital LLP) seeks to avoid conflicts of interest by ensuring that: •It comprises an appropriate mix of fixed and variable remuneration that encourages staff to make a positive contribution to HgT and other AIFs that it manages; •It is consistent with the business strategy and objectives of Hg; •The assessment of performance is set in a multi-year framework appropriate to the life-cycle of the AIFs it manages in order to ensure that the assessment process is based on longer term performance; •It is under the oversight of a remuneration committee with one independent member; •It contains measures to promote sound and effective risk management; •It applies a performance fee model which (a) aligns the interests of staff involved in investment management with the risks of the AIFs and investors in the AIFs; and (b) does not incentivise inappropriate risk taking; and •It does not pay out remuneration for future potential revenues that are not certain. Reporting and updates HgT's historic performance has been disclosed to shareholders in its Annual Report and Accounts, the most recent one covering the year ended 31 December 2025 (and is publicly disseminated to all shareholders). Any further information about HgT's risk profile and risk management, any material changes to the liquidity arrangements, the proportion of assets subject to special arrangements arising from liquidity and the maximum permitted leverage will be provided via HgT's Annual Report and Accounts and on HgT's website at hgcapitaltrust.com. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 118 Shareholder information Financial calendar The announcement and publication of HgT’s results may normally be expected in the months shown below: | | | | --- | --- | | | | | February | •Preliminary results for year announced | | March | •Final results for year announced •Annual report and accounts published | | May | •Annual general meeting and payment of final dividend •Release of Manager’s quarterly update with updated 31 March NAV | | July | •Preliminary interim results announced | | September | •Interim figures announced and interim report published | | October | •Payment of interim dividend | | November | •Release of Manager’s quarterly update with updated 30 September NAV | Dividend The final dividend proposed in respect of the year ended 31 December 2025 is 3.0 pence per share. | | | | --- | --- | | | | | Ex-dividend date (date from which shares are transferred without dividend) | 19 March 2026 | | Record date (last date for registering transfers to receive the dividend) | 20 March 2026 | | Last date for registering DRIP instructions (see below) | 20 April 2026 | | Dividend payment date | 12 May 2026 | Payment of dividends The 2025 final dividend will be made via a dividend distribution. Please refer to page 16 for further information on the dividend policy and maintaining investment trust status. Cash dividends will be sent by cheque to the first-named shareholder at their registered address, to arrive on the payment date. Alternatively, dividends may be paid direct into a shareholder’s bank account. This may be arranged by contacting HgT’s registrar, Computershare Investor Services PLC (‘Computershare’), on 0370 707 1037. Dividend re-investment plan (‘DRIP’) Shareholders can choose to use their dividends to purchase further shares in HgT, forms can be obtained from HgT's registrar, Computershare: Telephone: +44 (0)370 707 1037 or computershare.com/uk/individuals/im-a-shareholder/dividend-reinvestment-plan Shareholders who have already opted for dividend re-investment do not need to re-apply. The last date for registering for this service for the forthcoming dividend is 20 April 2026. Share price HgT’s ordinary share price is published on the London Stock Exchange's website: londonstockexchange.com and on our website (subject to a 15-minute delay): hgcapitaltrust.com ISIN/SEDOL numbers The ISIN/SEDOL numbers and mnemonic code for HgT’s ordinary shares are: | | | | --- | --- | | | | | ISIN | GB00BJ0LT190 | | SEDOL | BJ0LT19 | | Reuters code | HGT.L | Share dealing Investors wishing to purchase or sell shares in HgT may do so through a stockbroker, financial adviser, bank or several share dealing platforms. To purchase this investment, you must have read the key information document (‘KID’) before the trade can be executed. This, and other information, is available on HgT’s website: hgcapitaltrust.com The registrar, Computershare, can provide you with the KID by either e-mail or post. To purchase shares, you can contact the registrar on: Telephone: +44 (0)370 703 0084 Internet share dealing: computershare.com/dealing/uk Internet dealing service is available to shareholders in certain jurisdictions, including the UK. The commission is 1.4%, subject to a minimum charge of £40 for internet share dealing. In addition, stamp duty is payable on purchases. Before you trade, you will need to register for these services. Detailed terms and conditions are available on request by telephoning +44 (0)370 703 0084. This is not a recommendation to buy, sell or hold shares in HgCapital Trust plc. Those shareholders unsure of what action to take should obtain independent financial advice. Share values may go down, as well as up, which may result in a shareholder receiving less than they originally invested. To the extent that this statement is a financial promotion for the share-dealing service provided by Computershare Investor Services PLC, it has been approved by Computershare Investor Services PLC for the purpose of section 21 (2) (b) of the Financial Services and Markets Act 2000 only. Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority. Where this has been received in a country where the provision of such a service would be contrary to local laws or regulations, this should be treated as being for information only. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 119 Uncertificated Securities Regulations 1995 – CREST HgT’s ordinary shares have joined CREST, an electronic system for uncertificated securities trading. Private investors can continue to retain their share certificates and remain outside of the CREST system. Private investors are able to buy and sell their holdings in the same way as they did before the introduction of CREST, although there may be differences in dealing charges. Income tax Where possible, dividends can be designated as an interest distribution (interest-streaming) for tax purposes. The Finance Bill 2017 included provisions which removed the requirement to deduct income tax at source from dividends notionally designated as interest distributions by investment trust companies, when they are made on or after 6 April 2017. This brought this type of income into line with the treatment of interest paid on bank and building society accounts, following the introduction of the personal savings allowance. The amount of your personal savings allowance depends on your adjusted net income. Where interest-streaming is not possible, there is an individual annual allowance across all dividend income, above which there is a tax liability. For further information, please visit the HMRC.gov.uk website. For queries about your own tax position, please speak to an independent tax adviser. Capital gains tax (‘CGT') for UK tax payers Qualifying investment trusts currently pay no corporation tax on capital gains made within the portfolio. When investors sell all or part of their holdings, they may be liable to CGT. For more information, visit gov.uk/capital-gains-tax Investments held in ISAs continue to remain exempt from CGT. Please remember that we are unable to offer individual investment or taxation advice. Those investors in any doubt about their liability for CGT should seek professional advice. Risk factors •Investments in predominantly unquoted companies, which form the majority of HgT’s investments, may not be as readily realisable as investments in quoted companies. •As Hg invests primarily in companies whose operations are headquartered or substantially based in Europe and in companies which trade internationally, the value of HgT’s shares may be affected by changes in rates of foreign exchange. •Hg invests in a portfolio of small to mid-cap companies, with enterprise values of more than £100 million (at the time of acquisition), the performance of which can fluctuate. •The price at which HgT’s shares trade on the London Stock Exchange is not the same as their NAV (although they are related); therefore, you may realise returns which are lower or higher than NAV performance. •Past performance is not necessarily a guide to future performance – and an investor may not get back the amount originally invested. •The value of investments in HgT and the income from them can fluctuate, as the value of the underlying investments fluctuates. •HgT invests in unquoted companies; although great care is taken in their valuation, such valuations cannot, by their nature, be exact and are liable to change. Duration of HgT An ordinary resolution was approved by shareholders at the annual general meeting in May 2025 to continue the life of HgT for a further five years. HgT will propose such resolution at the AGM in May 2030, and, if approved by shareholders, a similar resolution will be put to the shareholders at every fifth year thereafter. If the resolution to continue the life of HgT is not approved, a general meeting will be convened within six months after the date of the AGM to put forward proposals for the reorganisation or reconstruction of HgT. Nominee holdings Where shares are held in a nominee company name, HgT undertakes to: •provide the nominee company with multiple copies of shareholder communications, provided that an indication of quantities has been given in advance. •allow investors holding shares through a nominee company to attend general meetings, provided that the correct authority from the nominee company is available. Nominee companies are encouraged to provide the necessary authority to underlying shareholders to attend HgT’s general meetings. Non-mainstream pooled investments HgT’s shares qualify as an ‘excluded security’ under the rules in relation to non-mainstream pooled investments, therefore, are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an investment trust. HgT conducts its affairs so that the shares issued by HgT can be recommended by IFAs to ordinary retail investors, in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 120 Common reporting standard With effect from 1 January 2016, tax legislation under the OECD (‘Organisation for Economic Co-operation and Development’), The Common Reporting Standard for Automatic Exchange of Financial Account Information (‘The Common Reporting Standard’), was introduced. The legislation requires investment trust companies to provide personal information to HMRC on certain investors who purchase shares in them. As an affected company, HgT provides information annually to the local tax authority on the tax residencies of some non-UK based certificated shareholders and corporate entities. All shareholders, excluding those whose shares are held in CREST, entered onto the share register from 1 January 2016 will be sent a certification form for the purposes of collecting this information. Please see HMRC’s Quick Guide: Automatic Exchange of Information, information for account holders: gov.uk/guidance/automatic-exchange-of-information-introduction ISA status HgT’s shares are eligible for stocks and shares ISAs. Shareholders’ enquiries In the event of queries regarding your shares, please contact Computershare: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol, BS99 6ZZ Telephone: +44 (0)370 707 1037 Computershare Investor Centre: investorcentre.co.uk To register you will need your shareholder reference number (this information can be found on the last dividend voucher or your share certificate) Computershare offers a free secure share management website which allows you to: •view your share portfolio and see the latest market price of your shares. •elect to receive your shareholder communications online. •calculate the total market price of each shareholding. •view price histories and trading graphs. •update bank mandates and change of address details. •use online dealing services. General enquiries about HgT should be directed to: Hg Pooled Management Ltd 2 More London Riverside London, SE1 2AP Telephone: 020 8396 0930 Email: investorrelations@hgcapital.com Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 121 Glossary and Alternative Performance Measures ('APM') Available liquid resources (APM) Includes cash at bank, uninvested capital, cash fund investments and the undrawn bank facility. CAGR Compound annual growth rate Co-investment An equity co-investment is typically a minority investment in a company made alongside a private equity fund. These investments are free from management fees and performance fee. DACH An acronym for D (Deutschland/Germany), A (Osterreich/Austria), CH (Schweiz/Switzerland). Discount Investment trust shares frequently trade at a discount to NAV. This occurs when the share price is less than the NAV and the price which an investor pays or receives for a share would be less than the value attributable to it by reference to the underlying assets. The discount is the difference between the share price and the NAV, expressed as a percentage of the NAV. For example, if the NAV were 561.5 pence and the share price were 505.5 pence, the discount would be 10%. DPI (distributed to paid-in capital) A private equity industry metric that shows the proportion of a fund’s invested capital returned to investors. EBITDA (APM) Earnings before interest, tax, depreciation and amortisation. LTM EBITDA growth is an Alternative Performance Measure. ESG Environmental, social and governance EV (enterprise value) This is the aggregate value of a company’s entire issued share capital and net debt. Expansion capital The provision of capital to an existing, established business, to finance organic growth or acquisitions. Fund level facilities Lines of credit that sit below the fund structure. These include NAV facilities which are used to fund portfolio M&A and return cash to investors. These facilities are unsecured, with no recourse to HgT or the underlying funds and are repaid from future realised proceeds, the proportion of which will depend on the loan to value ratio at that time. Also includes subscription lines, in which HGT Saturn 4 LP participates, HGT Genesis 11 LP and HGT Mercury 5 LP will participate once active. These are short-term credit facilities used to bridge timing gaps between investment and capital calls, allowing for more efficient cash management. The fund borrows against uncalled committed capital from LPs, using these commitments as collateral. Since the debt sits below the funds the balances are included in the unrealised investments. Hedging Hedging is an investment technique designed to offset a potential loss on one investment by purchasing a second investment which is expected to perform in the opposite way. Investments (APM) Acquisition of portfolio investments in the underlying fund partnerships do not equate to cash flows for HgT, Please see below for reconciling items typical of a fund operation: | | | | --- | --- | | | | | | £000 | | Total investments (Gross fund acquisitions, not a HgT cash flow) | £357,203 | | Non investment fund expenses (Management fees and operating costs) | £32,470 | | Other (Cash rebated back to HgT and use of fund level facilities) | (£169,272) | | Investment by HgT (Capital investment into direct fund partnerships held) | £220,401 | IPO (initial public offering) An offering by a company of its share capital to the public with a view to seeking an admission of its shares to a recognised stock exchange. IRR (internal rate of return) The annualised rate of return received by an investor in a fund. This is calculated from cash drawn from and returned to the investor, together with the residual value of the investment. LBO (leveraged buyout) The purchase of all or most of a company’s share capital, often involving its managers, funded mainly by borrowings often secured on HgT’s assets, resulting in a post-financing capital structure of HgT which is geared. LP (limited partnership) An English limited partnership includes one or more general partners who have responsibility for managing the business of the partnership and have unlimited liability and one or more limited partners who do not participate in the operation of the partnership and whose liability is ordinarily capped at their capital and loan contribution to the partnership. In typical fund structures, the general partner receives a priority profit share ahead of distributions to limited partners. In addition, a limited partner, designated for the manager, will share in the profits of the partnership, alongside the other limited partners, once limited partners have been returned all loan contributions, plus a hurdle rate of return as agreed with the partnership. LTM Last twelve months MBI (management buy-in) A change of ownership, where an incoming management team raises financial backing, normally a mix of equity and debt, to acquire a business. MBO (management buyout) A change of ownership, where the incumbent management team raises financial backing, normally a mix of equity and debt, to acquire a business it manages. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 122 MOIC Multiple on invested capital – is one of the performance measurements for private fund investing. It is calculated by dividing the sum of a fund’s realised and unrealised value by the total amount invested. NAV (net asset value per share) (APM) This is the value of HgT’s assets attributable to one ordinary share. It is calculated by dividing ‘shareholders’ funds’ by the total number of ordinary shares in issue. For example, as at 31 December 2025, shareholders’ funds were £2,570,263,000, with 457,728,500 ordinary shares in issue; the NAV was therefore 561.5 pence per ordinary share. Shareholders’ funds are calculated by deducting current and long-term liabilities, and any provision for liabilities and charges, from HgT’s total assets. NPS The Net Promoter Score (NPS) is a customer satisfaction metric that measures customer loyalty and willingness to recommend a company, product, or service. The Net Promoter Score (NPS) is a customer satisfaction metric that measures customer loyalty and willingness to recommend a company, product, or service. NRR Net recurring revenue is the proportion of the revenue from existing clients which is secured and will therefore recur in the following calendar year. P2P (public to private) The purchase of all of a listed company’s shares using a special-purpose vehicle funded with a mixture of debt and unquoted equity. Performance fee Equivalent to a performance fee, this represents a share of the capital profits which will accrue to the investment manager, after achievement of an agreed preferred return. Preferred return A preferential rate of return on an individual investment or a portfolio of investments. Premium A premium occurs when the share price is higher than the NAV and investors would therefore be paying more than the value attributable to the shares by reference to the underlying assets. For example, if the share price were 617.6 pence and the NAV were 561.5 pence, the premium would be 10%. Quoted company Any company whose shares are listed or traded on a recognised stock exchange. Realisations (APM) Disposals of portfolio investments in the underlying fund partnerships do not equate to cash flows for HgT, Please see below for reconciling items typical of a fund operation: | | | | --- | --- | | | | | | £000 | | Total realisations (Gross fund realisation proceeds, not a HgT cash flow) | £215,314 | | Performance fee paid (Paid by the underlying fund, not a HgT cash flow) | (£12,271) | | Fund facility repayment (Paid out of realisations by the underlying fund, not a HgT cash flow) | (£30,091) | | Deferred distributions (Underlying portfolio company realised in the prior year but cash distributed to HgT in current period) | £73,292 | | Income received but not recognised as fixed asset investment (Income recognised on an accrued basis in the revenue returns) | (£45,963) | | Other (Cash held back at the fund for operating purposes from prior realisation events) | (£5,309) | | Disposals to HgT (Distributions from direct fund investments) | £194,972 | SASB The Sustainability Accounting Standards Board SBTi Science based targets initiative. Science-based targets show businesses how much and how quickly they need to reduce their greenhouse gas (GHG) emissions to prevent the worst effects of climate change. SBTi: sciencebasedtargets.org/ Share-split A share-split (or stock-split) is the process by which a company divides its existing shares into multiple shares. Although the number of shares outstanding increases, the total net asset value of the shares remains the same as before. HgT completed a 10:1 share-split in May 2019. TCFD Task Force on Climate-related Financial Disclosures. The Financial Stability Board created TCFD to improve and increase reporting of climate-related financial information. Total ongoing charges (APM) Please refer to page 94 Total return (APM) The total return to shareholders comprises both changes in HgT’s NAV or share price and dividends paid to shareholders; it is calculated on the basis that all historic dividends have been reinvested in HgT’s shares on the date the dividend is paid. UNPRI UN Principles of Responsible Investment. The PRI is the world’s leading proponent of sustainable investment. Unquoted company Any company whose shares are not listed or traded on a recognised stock exchange. VCD Value creation diagnostic VDD Vendor due diligence Venture capital Investing in companies at a point in that company’s life cycle which is at the concept, start-up or early stage of development. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 123 Notice of Annual General Meeting - 7 May 2026 This document is important and requires your immediate attention. If you are in any doubt about any aspect of the proposals referred to in this document or about the action which you should take, you should seek your own advice immediately from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares. HgCapital Trust plc (incorporated and registered in England and Wales under number 01525583) Directors: Jim Strang Richard Brooman Erika Schraner Helena Coles John Billowits Graham Paterson Pilar Junco Registered Office: 2 More London Riverside, London, SE1 2AP Annual General Meeting 2026 I am pleased to present the Notice of the Annual General Meeting (AGM) of HgCapital Trust plc (HgT) which will be held at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London, SE1 2BY on 7 May 2026 at 11.00 a.m. to transact the business set out in the resolutions in this Notice of AGM. The purpose of this letter is to explain certain elements of that business. We are pleased to be able to welcome our shareholders at our AGM. Those of our shareholders who will not be able to attend the meeting in person are encouraged to submit a proxy vote in advance of the meeting. All resolutions will be voted on by a poll. A form of proxy for use at the AGM is enclosed with this document or can be requested from the Company Secretary (HgCapitalSecretarial@cm.mpms.mufg.com). To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, to reach HgT’s registrars, Computershare Investor Services PLC (Computershare), no later than 48 hours before the time of the AGM, or any adjournment of that meeting. The results of the AGM business will be posted on hgcapitaltrust.com and announced to the market via the London Stock Exchange. Should you wish to ask the Board or HgT's investment manager any questions, please feel free to do so by either email to: investorrelations@hgcapital.com, or by post, by writing to HgT at 2 More London Riverside, London, SE1 2AP. Those questions which are submitted before 6 May 2026 will be answered ahead of the AGM, and we will endeavour to answer any questions subsequently received as soon as possible. Any changes to the arrangements for the AGM will be communicated to shareholders before the meeting through our website hgcapitaltrust.com and, where appropriate, by an announcement on the London Stock Exchange. Resolution 1 – To receive the Annual Report and Financial Statements The Directors are required to present the financial statements, Strategic Report, Directors' Report and Auditor's Report to the meeting. These are contained in HgT's Annual Report and Accounts for the year ended 31 December 2025 (the Annual Report). A resolution to receive the financial statements, together with the Strategic Report, Directors' Report and the Auditor's Report on those accounts is included as an ordinary resolution. Resolution 2 – Remuneration Report An advisory resolution to approve the Directors' Remuneration Report (set out in the Annual Report) is included as an ordinary resolution. Resolution 3 – Remuneration Policy The Board proposes a resolution to approve the Remuneration Policy that will apply until it is next put to shareholders for renewal of that approval, which must be at intervals of not more than three years. This year, we have not proposed any changes and the Remuneration Policy presented for a vote is consistent with that presented three years ago. Resolution 4 – Final dividend The Board proposes a final dividend of 3.0 pence per share in respect of the year ended 31 December 2025. If approved, the recommended final dividend will be paid on 12 May 2026 to all ordinary shareholders who are on the register of members on 20 March 2026. The shares will be marked ex-dividend on 19 March 2026. Resolutions 5 to 10 – Election and Re-election of Directors In line with the recommendations of the 2024 AIC Corporate Governance Code, all Directors of HgT are required to retire and offer themselves for re‑election at each AGM. In accordance with this requirement, Dr Strang, Mr Billowits, Ms Coles, Ms Junco and Ms Schraner will retire and offer themselves for re‑election as Directors and Mr Paterson will offer himself for election as a Director. Full biographies of all of the Directors are set out in the Annual Report on pages 88 and 89 and Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 124 are also available on HgT’s website hgcapitaltrust.com. The Nomination Committee considered the Directors’ performance and recommended their re-election and the Board agrees that it is in the best interests of shareholders that each of the Directors be elected or re-elected. Directors' biographies: pages 88 and 89 Succession planning: page 109 Resolutions 11 and 12 – Re-appointment and remuneration of auditor At each meeting at which HgT's financial statements are presented to its members, HgT is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit, Valuation and Risk Committee, recommends the re-appointment of Grant Thornton UK LLP as auditor to HgT, and this will be proposed to the AGM as Resolution 11. Resolution 12 authorises the Directors to fix the auditor's remuneration. Resolution 13 – Authority to allot ordinary shares Resolution 13 authorises the Board to allot ordinary shares generally and unconditionally in accordance with Section 551 of the Companies Act 2006 (the Act) up to an aggregate nominal value of £3,797,296, representing approximately one-third (33.33%) of the issued ordinary share capital (excluding treasury shares) as at latest practicable date. No ordinary shares will be issued at a price less than the prevailing net asset value per ordinary share at the time of issue, other than on a pre-emptive basis or with the prior consent of Shareholders provided in accordance with the Listing Rules. This authority shall expire at the next AGM of HgT. Resolution 14 – Authority to disapply pre-emption rights Resolution 14 is a special resolution which is being proposed to authorise the Directors to disapply the pre-emption rights of existing Shareholders in relation to issues of ordinary shares under Resolution 13, in respect of ordinary shares up to an aggregate nominal value of £1,139,189, representing approximately 10% of HgT's issued ordinary share capital as at the latest practicable date. No issuance of ordinary shares without pre-emption rights will be made at a price less than the prevailing net asset value per ordinary share at the time of issue. This authority shall expire at the next AGM of HgT. Resolution 15 – Purchase of own shares Resolution 15 is a special resolution which will grant HgT authority to make market purchases of up to 68,305,774 ordinary shares, representing 14.99% of the ordinary shares in issue (excluding treasury shares) as at the latest practicable date. The ordinary shares bought back will either be cancelled or placed into treasury, at the determination of the Directors. The maximum price which may be paid for each ordinary share must not be more than the higher of (i) 105% of the average of the mid-market values of the ordinary shares for the five business days before the purchase is made or (ii) the higher of the price of the last independent trade and the highest current independent purchase bid for a share of HgT on the trading venues where the market purchases by HgT, pursuant to the authority conferred by this Resolution 15, will be carried out. The minimum price which may be paid for each Ordinary share is £0.025. In addition, the Directors would not exercise the authority granted under this resolution, unless they consider it to be in the best interests of shareholders, which may include addressing any significant imbalance between the supply and demand for HgT's ordinary shares and to manage any discount to net asset value at which the ordinary shares trade. Purchases would be made in accordance with the provisions of the Act and the Listing Rules. This authority shall expire at the next AGM of HgT, when a resolution to renew the authority will be proposed. HgT currently intends that any ordinary shares repurchased would be held in treasury, subject to applicable law and regulation. Action to be taken All shareholders are encouraged to submit a proxy vote in advance of the meeting. Forms of Proxy should be returned so as to be received by HgT’s Registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, no later than 11 am on 5 May 2026. Alternatively, you may appoint a proxy electronically via investorcentre.co.uk/eproxy by following the instructions on that website or, if you hold your shares in CREST, via the CREST system. Please note that all proxy appointment forms should reach HgT’s registrar, Computershare, by no later than 11 am on 5 May 2026. If you hold your shares through a nominee service, please contact the nominee service provider about the process for giving voting instructions. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 125 If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by HgT and approved by the Registrar. For further information regarding Proxymity, please go to proxymity.io. Your proxy must be lodged by 11 am on 5 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. Recommendation Full details of the above resolutions are contained in the Notice. The Directors consider that all of the resolutions to be proposed at the AGM are in the best interests of HgT and its members as a whole. The Directors unanimously recommend that Shareholders vote in favour of all of the resolutions. Jim Strang Chairman, HgCapital Trust plc 6 March 2026 Notice is hereby given that the Annual General Meeting of HgCapital Trust plc (HgT) will be held at Hilton London Tower Bridge, 5 More London Place, Tooley Street, London, SE1 2BY, on 7 May 2026 at 11.00 am to transact the business set out in the resolutions below. Resolutions 1 to 13 will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than half of the votes cast must be in favour. Resolutions 14 and 15 will be proposed as special resolutions; this means that, for each of those resolutions to be passed, at least three‑quarters of the votes cast must be in favour. Ordinary resolutions 1.  To receive HgT's annual financial statements for the year ended 31 December 2025, together with the Directors' Report, the Strategic Report and the Auditor's Report on those financial statements. 2.  To approve the Directors' Remuneration Report set out on pages 110 to 113 of HgT's Annual Report and Accounts for the financial year ended 31 December 2025. 3.  To approve the Directors' Remuneration Policy. 4.  To declare a final dividend of 3 pence per share in respect of the year ended 31 December 2025. 5.  To elect Graham Paterson as a Director. 6.  To re-elect John Billowits as a Director. 7.  To re-elect Helena Coles as a Director. 8.  To re-elect Pilar Junco as a Director. 9.  To re-elect Erika Schraner as a Director. 10. To re-elect Jim Strang as a Director. 11. To re-appoint Grant Thornton UK LLP as auditor of HgT, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which financial statements are laid before HgT. 12. To authorise the Directors to determine the remuneration of the auditor. 13. THAT, in accordance with Section 551 of the Companies Act 2006 (the Act), the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of HgT to allot ordinary shares in HgT, up to a maximum aggregate nominal amount of £3,797,296 (being approximately 33.33% of the issued ordinary share capital of HgT, excluding treasury shares, as at latest practicable date) such authority (i) to replace any existing authorities in respect of ordinary shares of the Directors pursuant to Section 551 of the Act, which are hereby revoked and (ii) to expire at the conclusion of the next Annual General Meeting of HgT (unless previously renewed, varied or revoked by HgT in a general meeting), save that HgT may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted after such expiry and the Directors may allot ordinary shares in pursuance of such offers or agreements as if the authority conferred by this resolution had not expired. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 126 Special resolutions 14. THAT, subject to the passing of Resolution 13, and in accordance with Sections 570 and 573 of the Act, the Directors be and are hereby generally empowered to allot equity securities (as defined in Section 560(1) of the Act) for cash, pursuant to the authority conferred on the Directors by Resolution 13 and to sell ordinary shares from treasury for cash, as if Section 561 of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £1,139,189 (being approximately 10% of the issued ordinary share capital of HgT, excluding treasury shares, as at latest practicable date), such power to expire at the conclusion of the next Annual General Meeting of HgT (unless previously renewed, varied or revoked by HgT in general meeting) save that HgT may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired. 15. THAT, HgT be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares in the capital of HgT, provided that: a. the maximum number of ordinary shares which may be purchased is 68,305,774 (representing approximately 14.99% of the issued ordinary share capital of HgT, excluding treasury shares, as at latest practicable date); b. the minimum price, exclusive of any expenses, which may be paid for each ordinary share is the nominal value of that ordinary share; c.  the maximum price, exclusive of any expenses, which may be paid for each ordinary share is an amount equal to the higher of: i.  105% of the average of the mid-market values of the ordinary shares for the five business days before the purchase is made; and ii. the higher of the price of the last independent trade of an ordinary share and the highest current independent purchase bid for such a share on the trading venues where the market purchases by HgT, pursuant to the authority conferred by this Resolution 15 will be carried out, provided that all ordinary shares purchased pursuant to the said authority shall: i.  be cancelled immediately upon completion of the purchase; or ii. be held, sold or otherwise dealt with as treasury shares, in accordance with the provisions of the Act. This authority shall expire at the conclusion of the next Annual General Meeting of HgT (unless previously revoked, varied, renewed or extended by HgT in general meeting) save that HgT may, before such expiry, enter into a contract to purchase shares which will or may be executed wholly or partly after the expiry of such authority. By order of the Board MUFG Corporate Governance Limited Company Secretary 6 March 2026 Registered Office: 2 More London Riverside London SE1 2AP Important notes The following notes explain your general rights as a shareholder and your right to attend and vote at this Annual General Meeting or to appoint someone else to vote on your behalf. 1.  To be entitled to attend and vote at the Annual General Meeting (and for the purposes of the determination by HgT of the votes they may cast), members must be registered in the Register of Members of HgT at 6.00pm on 5 May 2026 (or, in the event of any adjournment, 48 hours before the time of the adjourned meeting excluding non-working days). Changes to the Register of Members of HgT after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting. 2.  A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member, but must attend the Annual General Meeting to represent you. Details of how to appoint the Chairman of the Annual General Meeting or another person as your proxy, using the proxy form, are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Annual General Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.     If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by HgT and approved by the Registrar. For further information regarding Proxymity, please go to proxymity.io. Your proxy must be lodged by 11am on 5 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. 3.  To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting HgT's registrars, Computershare, helpline on 0370 707 1037 or you may photocopy the proxy form. Please indicate Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 127 in the box next to the proxy holder's name, the number of shares in relation to which they are authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 4.  In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in HgT's register of members, in respect of the joint holding (the first-named being the most senior). 5.  A personalised form of proxy is enclosed with Shareholders' copies of this document. To be valid, it should be lodged with HgT's registrars, Computershare, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received no later than 48 hours (excluding non-working days) before the time appointed for the Annual General Meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the Annual General Meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. 6.  A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of HgT. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same share: a. if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; or b. if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. 7.  Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a Nominated Person) should note that the provisions in note 2 above concerning the appointment of a proxy or proxies to attend the Annual General Meeting in place of a member, do not apply to a Nominated Person, as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the Annual General Meeting. 8.  Nominated persons should also remember that their main point of contact in terms of their investment in HgT remains the member who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker regarding any changes or queries relating to the Nominated Person's personal details and interest in HgT (including any administrative matters). The only exception to this is where HgT expressly requests a response from a Nominated Person. 9.  Appointment of a proxy will not preclude a member from subsequently attending and voting at the Annual General Meeting should the member subsequently decide to do so. A member can only appoint a proxy by using the procedures set out in these notes and the notes to the proxy card. The termination of the authority of a person to act as a proxy must be notified to HgT in writing. Amended instructions must be received by Computershare by the deadline for receipt of proxies. Should a member wish to appoint a proxy electronically, such proxy appointment must be registered electronically at investorcentre.co.uk/eproxy, so as to be received no later than 48 hours (excluding non-working days) before the time appointed for the Annual General Meeting or any adjourned meeting or, in the case of a poll taken subsequent to the date of the Annual General Meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed to take the poll. To vote electronically, you will be asked to provide the Control Number, Shareholder Reference Number (SRN) and PIN, details of which are contained in the personalised proxy card enclosed. This is the only acceptable means by which proxy instructions may be submitted electronically. 10. If your shares are held through a broker or a nominee service, you will need to ask your broker or nominee to appoint you as either a proxy or as a corporate representative. If they appoint you as a proxy, the appointment must be notified to the HgT Registrar, Computershare, by the appropriate deadline (see details in Note 5). If your broker or nominee appoint you as a corporate representative, they will need to write a letter to the HgT Registrar, Computershare, setting out the details of the appointment and of your shareholding, and you will need to bring the letter with you to the meeting along with photographic proof of identity. Alternatively, you can email the Company on SecretaryHgCapitalSecretarial@cm.mpms.mufg.com. 11.  As at 5 March 2026, being the latest practicable date, HgT's issued share capital consists of 457,728,500 ordinary shares, with 2,052,887 shares held in treasury. The total number of voting rights in HgT is therefore 455,675,613. 12. A copy of the Notice of Annual General Meeting and the information required by Section 311A of the Companies Act 2006 is included on HgT's website, hgcapitaltrust.com. 13. Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the Annual General Meeting which, relates to the business of the Annual General Meeting, although no answer need be given (a) if to do so would interfere unduly with the preparation of the Annual General Meeting or involve disclosure of confidential information; (b) if the answer has already been given on HgT's website; or (c) if it is undesirable in the best interests of HgT or the good order of the Annual General Meeting. 14. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require HgT to publish a statement on its website setting out any matter relating to (a) the audit of HgT's accounts (including the auditor's report and the conduct of the audit) which are to be laid before the Annual General Meeting; or (b) any circumstances connected with an auditor of HgT ceasing to hold office since the last Annual General Meeting, that the members propose to raise at the Annual General Meeting. HgT cannot Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 128 require the members requesting the publication to pay its expenses. Any statement required to be placed on the website must also be sent to HgT's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that HgT has been required to publish on its website. 15. Members satisfying the thresholds in section 338 of the Companies Act 2006 may require HgT to give, to members of HgT entitled to receive notice of the Annual General Meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the Annual General Meeting. A resolution may properly be moved at the Annual General Meeting unless (a) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or HgT's constitution or otherwise); (b) it is defamatory of any person; or it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by HgT no later than six weeks before the date of the Annual General Meeting. 16. Members satisfying the thresholds in section 338A of the Companies Act 2006 may request HgT to include in the business to be dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly be included in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General Meeting unless (a) it is defamatory of any person or (b) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by HgT no later than six weeks before the date of the Annual General Meeting. 17. By attending the Annual General Meeting, members and their proxies and representatives are understood by HgT to have agreed to receive any communications relating to HgT’s shares made at the Annual General Meeting. 18. You may not use any electronic address provided in either this Notice or any related documents (including the Form of Proxy) to communicate with HgT for any purposes other than those expressly stated. 19. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST manual, which is available to download from the Euroclear website (euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 20. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST manual. The message must be transmitted so as to be received by the Issuer's agent (3RA50) by the latest time for receipt of proxy appointments specified in note 4 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 21. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. 22. HgT may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. 23. The Annual Report incorporating this notice of Annual General Meeting, details of the number of shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting as at 5 March 2026 (being the latest practicable date) and, if applicable, any members' statements, members' resolutions or members' matters of business received by HgT after the dates of this notice will be available on HgT's website: hgcapitaltrust.com. 24. None of the Directors has a contract of service with HgT. A copy of the terms and conditions of appointment of Directors is available for inspection at the registered office of HgT during usual business hours on any weekday (except weekends and public holidays). 25. Personal data provided by shareholders at or in relation to the Meeting will be processed in line with HgT’s privacy policy. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 129 Board, management and administration Directors Jim Strang (Chairman) Richard Brooman (Chairman of the Audit, Valuation and Risk Committee) Erika Schraner (Senior Independent Director) Helena Coles (Chair of the Management Engagement Committee) John Billowits Graham Paterson (joined on 23 July 2025) Pilar Junco Company secretary MUFG Corporate Governance Ltd Central Square 29 Wellington Street Leeds LS1 4DL Telephone: +44 (0)333 300 1950 mpms.mufg.com Registered office 2 More London Riverside London SE1 2AP Registered number 01525583 Website hgcapitaltrust.com Investment manager Hg Pooled Management Ltd1 2 More London Riverside London SE1 2AP Telephone: +44 (0)20 8396 0930 hgcapital.com Registrars and transfer office Computershare Investor Services PLC1 The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: +44 (0)370 707 1037 computershare.com/uk Broker Deutsche Numis Securities Ltd1 21 Moorfields London EC2Y 7BF Telephone: +44 (0)20 7260 1000 dbnumis.com Auditor Grant Thornton UK LLP1 8 Finsbury Circus London EC2M 7EA Telephone: +44 (0)20 7383 5100 grantthornton.co.uk Legal adviser Dickson Minto LLP 16 Charlotte Square Edinburgh EH2 4DF Telephone: +44 (0)131 225 4455 dicksonminto.com Bank The Royal Bank of Scotland International Ltd 440 Strand London WC2R 0QS Telephone: +44 (0)20 7085 5000 rbsinternational.com Administrator Hg Pooled Management Ltd1 2 More London Riverside London SE1 2AP Telephone: +44 (0)20 8396 0930 hgcapital.com Depositary Apex Depositary (UK) Ltd1 6th Floor 140 London Wall London EC2Y 5DN Telephone: +44 (0)20 3697 5353 apexgroup.com AIC Association of Investment Companies theaic.co.uk The AIC represents closed-ended investment companies. It helps its member companies through lobbying, media engagement, technical advice, training and events. The AIC’s website includes information about investments via investment companies, including investments in listed private equity companies. 1     Authorised and regulated by the Financial Conduct Authority. Past performance is not necessarily a guide to future performance. The value of investment and income from them may go down as well as up and are not guaranteed. Certain statements in this report are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties or assumptions that could cause actual results or events to differ materially from those expected or implied by those statements. Statements regarding past trends or activities should not be taken as representations that such trends or activities will continue in the future. Accordingly, undue reliance should not be placed on forward looking statements. Annual Report & Accounts 2025 Strategic report Hg’s review Financial statements Corporate governance Further information 130 For your notes hgcapitaltrust.com is regularly updated to ensure that the you can always access HgT’s latest data and information on your computer or mobile device in a transparent, convenient and intuitive manner. If you have any suggestions on improvements we can make to the site, please do get in touch at investorrelations@hgcapitaltrust.com hgcapitaltrust.com