### Annual Report and Accounts 2025 ## INVESTING ## IN RESILIENCE, ## DELIVERING ## GROWTH ## Your share in a unique portfolio ## of private companies ### We seek to deliver strong long-term returns ### by investing in resilient private companies ### in North America and Europe. STRATEGIC REPORT FY25 HIGHLIGHTS 1 What makes us different? 2 Our business at a glance • Portfolio companies’ operating performance demonstrated 4 Chair’s statement resilient growth. 6 Maximising shareholder value • Clear approach to capital allocation with a focus on creating 8 Our investment strategy sustainable shareholder value. 10 Our portfolio construction | 12 Key performance indicators | PORTFOLIO RETURN ON A LOCAL | | NAV PER SHARE TOTAL | | | --- | --- | --- | --- | --- | | | | 1,2 | | 1,2 | | 14 Manager’s review | CURRENCY BASIS | | RETURN | | 22 Stakeholder engagement 26 Our expert people 28 Culture and sustainability 30 How we manage risk 33 Principal risks and uncertainties 1,2 SHARE PRICE TOTAL RETURN 37 Viability and going concern statements GOVERNANCE 38 Governance overview KEY PERFORMANCE INDICATORS: P12 40 Board of Directors 42 Corporate governance report 45 Report of the Directors 48 Directors’ Remuneration Report PORTFOLIO VALUE NAV PER SHARE 52 Report of the Audit Committee 54 Statement of Directors’ responsibilities ## £1,523m 2,073p (31 January 2024: £1,349m) (31 January 2024: 1,909p) FINANCIAL STATEMENTS 55 Independent auditor’s report to the MARKET CAPITALISATION SHARE PRICE members of ICG Enterprise Trust Plc 62 Income statement ## 63 Balance sheet £863m 1,342p 64 Cash flow statement (31 January 2024: £824m) (31 January 2024: 1,226p) 65 Statement of changes in equity 66 Notes to the financial statements OUR BUSINESS AT A GLANCE: P2 OTHER INFORMATION 84 30 largest fund investments 85 Portfolio analysis 87 Glossary 90 Shareholder information Please note In the Chair’s statement, Manager’s review and Other information sections, reference is made 91 Investment policy to the ‘Portfolio’ (2025: £1,523m; 2024: £1,349m). Portfolio is an Alternative Performance 92 Additional disclosures required by the Measure (‘APM’), defined as the aggregate of the investment portfolios of the Company and of its subsidiary limited partnerships. The Board and Manager consider that disclosing Portfolio Alternative Investment Fund Managers Directive assists shareholders in understanding the value and performance of the portfolio companies 93 How to invest in ICG Enterprise Trust Plc which comprise the assets of the ICG Enterprise Trust, held through underlying fund investments and Direct Investments selected by the Manager. Portfolio does not include the Co-investment Incentive Scheme Accrual (2025: £53.9m; 2024: £54.4m). This ensures Portfolio returns are not distorted by certain funds and Direct Investments on which ICG Enterprise Trust Plc does not incur Co-investment Incentive Scheme costs (for example, on funds managed by Intermediate Capital Group plc (‘ICG’)). Portfolio is related to the Net Asset Value, which is the value attributed to our shareholders, and which also incorporates the Co-investment Incentive Scheme Accrual as well as the value of cash on our balance sheet. Further details are set out in the Glossary on icg-enterprise.co.uk pages 87 to 89. 1 This is an APM. Further details are set out in the Glossary on page 87. ICG Enterprise Trust Plc 2 Unless otherwise stated, all share price and NAV per Share performance figures are stated on a Total Return basis (i.e. including the effect of reinvested dividends). ## 10.2% 10.5% ## 12.5% (31 January 2024: 5.9%) (31 January 2024: 2.1%) (31 January 2024: 9.6%) GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON ### WHAT MAKES US DIFFERENT? ### At the heart of our proposition is our purpose: to provide shareholders access ### to a unique portfolio of private companies, with the added benefit of daily liquidity. ### We fulfil this purpose by leveraging our points of difference: ## Platform Focus Leveraging the expertise and reach of our Manager, A clear approach to generating long-term capital ICG, a leading global alternative asset manager growth via our resilient private company portfolio OUR BUSINESS AT A GLANCE: P2 OUR INVESTMENT STRATEGY: P8 | Active | | Dedicated | | | --- | --- | --- | --- | | A strategic approach to portfolio construction, | | A team of investment professionals, focused exclusively | | | with a flexible mandate to capital deployment | | on finding opportunities for ICG Enterprise Trust | | | | OUR PORTFOLIO CONSTRUCTION: P10 | | OUR EXPERT PEOPLE: P26 | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 1 STRATEGIC REPORT OUR BUSINESS AT A GLANCE ## Platform What we ## invest in ### Cash-generative, ### Leveraging the expertise and reach private equity-backed ### of our manager ICG plc, a leading companies in North ### global alternative asset manager. America and Europe Our Manager’s expertise and access, along with our unique access to ICG-managed funds and Direct Investments, have greatly benefited our shareholders since our partnership began in 2016. LEVERAGING ICG’S SCALE AND EXPERIENCE GLOBAL PLATFORM LONG-TERM RELATIONSHIPS A PORTFOLIO OF COMPANIES WITH RESILIENT GROWTH PROPRIETARY DEAL FLOW CHARACTERISTICS SEE P10 | $107bn | 21 | | --- | --- | | ICG plc’s Assets under | ICG plc’s locations | | Management | globally | ## How we ## manage our ## Portfolio ### Our business model ### enables us to generate ## 28% 18% ### long-term value by of Portfolio in IRR on ICG-managed ### combining our proven ICG-managed assets investments since ### strategy alongside our 1 February 2016 ### Manager’s global platform ACCESS INSIGHTS EXPERTISE THE BENEFITS FOR ICG ENTERPRISE TRUST UNDERPINNED BY OUR APPROACH TO RESPONSIBLE INVESTING Find out more about our Manager online: icgam.com SEE P28 2 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON HOW WE MANAGE OUR ASSETS GEOGRAPHIC SPLIT Five-year average: (1)% 31 January 2025: (10)% A DILIGENT INVESTMENT PROCESS SOURCE OPPORTUNITIES The team actively sources new opportunities, maintaining close relationships with private equity managers. As part of ICG, the team also benefits from insights and proprietary deal flow from the wider ICG network. OUR INVESTMENT STRATEGY: P8 REINVEST OR RETURN Proceeds from the sales of portfolio companies are reinvested in new investment opportunities, or returned to shareholders through dividends or share buybacks. | | MONITOR & ACTIVELY | ANALYSE & INVEST | | | --- | --- | --- | --- | | Ahead of any investment, deep | MANAGE PORTFOLIO | | | | Underlying performance is | | | OUR EXPERT PEOPLE: P26CAPITAL ALLOCATION: P7 | and granular due diligence closely monitored and the is undertaken. A detailed investment recommendation Portfolio’s exposures are actively managed to ensure is then discussed by the consistent, strong performance. Investment Committee and, if approved, moves to legal review. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 3 PORTFOLIO COMPOSITION BALANCE SHEET INVESTMENT TYPE NET CASH/(NET DEBT) STRATEGIC REPORT CHAIR’S STATEMENTCHAIR’S STATEMENT READ MORE: P6 ### 1 2 INVESTMENT STRATEGY COST BASE Ensuring our investment strategy aligns to our objective Working with our Manager and other suppliers to ensure of generating long-term growth by investing in resilient value for money for the services provided to ICGT. private companies. READ MORE: P7 ### 3 4 CAPITAL ALLOCATION EFFECTIVE MESSAGING AND Balancing long-term compounding growth through new SHAREHOLDER ENGAGEMENT investments, with immediate income and NAV accretion Reaching current and potential shareholders through dividends and buybacks. to drive engagement and demand for shares. 4 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 OPTIMISING NAV RETURN ALIGNING SHAREHOLDER RETURN TO NAV RETURN STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## ICG Enterprise Trust has a track record of generating long-term resilient growth. JANE TUFNELL CHAIR ### Dear fellow shareholders, For the 12 months to 31 January 2025 ICG Enterprise Trust delivered a NAV per Share Total Return of 10.5% and a Share Price Total Return of 12.5%. Over the last five years, the annualised returns have been 14.5% and 9.6% respectively. The Board has declared dividends for the year of 36p (+9% compared to FY24) and reduced ICGT's share count by 4.3% during the year by returning £36m to shareholders through share buybacks at a weighted average discount of 36.6%. #### INVESTMENT STRATEGY The Company's Portfolio grew 10.2% on a Local Currency Basis during the year (last five years annualised: 15.8%). We invest in resilient private companies and are geographically balanced between North America and Europe. During the year we evolved our target portfolio mix towards having more Direct and Secondary Investments, which will help to optimise Portfolio concentration and liquidity. #### COST BASE ICGT's ongoing charges for FY25 were 1.38% (FY24: 1.37%). As a Board, we are committed to providing value for our shareholders and transparent disclosure around our cost. The change in fees and cost savings instigated by the Board in FY24 continued to enhance the net return of our investment strategy, delivering £2.0m savings in FY25. We publish a Statement of Expenses that sets out the impact of ICGT's expenses on the financial returns to shareholders (available at www.icg-enterprise.co.uk/soe) and which has been updated for our FY25 expenses. #### CAPITAL ALLOCATION The Board has continued its proactive approach to capital allocation. We balance the potential long-term compounding returns of investments into new portfolio companies with cash returns to shareholders at par via dividends and the value accretion of buying back shares at a discount to NAV. ICGT was the first in our sector to introduce a long-term share buyback programme in FY23, and in FY25 we supplemented this with an opportunistic buyback that has been renewed for FY26. Over the last five years, ICGT's dividend per share has grown at an annualised rate of 9.4% (including the proposed 10.5p final dividend being declared for FY25). The ICGT ordinary dividend per share has now increased for the twelfth consecutive year. Since October 2022 our share buybacks have returned £51m to shareholders and acquired shares at a weighted-average discount of 37.5%, increasing NAV per Share by 54p (2.7%). We believe the share buybacks have also increased the liquidity and reduced the volatility of our shares. #### NAV PER SHARE TOTAL RETURN # 10.5% 12 months to 31 January 2025 (12 months to 31 January 2024: 2.1%) #### BALANCE SHEET We continue to implement our objective of being fully invested through cycles alongside maintaining a robust balance sheet. This allows us to manage our resources in line with our capital allocation policy. Having increased our credit facility during the year from £240m to £300m, at 31 January 2025 ICG Enterprise Trust had total available liquidity of £125m and net gearing of 10%. We have announced two transactions post period-end that in aggregate generated Total Proceeds to ICGT of over £100m. #### SALES AND MARKETING In aggregate across the Board and Manager we own in excess of 270,000 shares, and are aligned to the success of an investment in ICG Enterprise Trust shares. ICGT's discount remains at levels that the Board feels do not reflect the fundamental value of the shares. The discount is currently 41%. We continue to be challenged by the share price trading at such a discount to NAV and the Board is active in its pursuit of ways to improve the Company's rating. I had a year of strong shareholder engagement, welcomed several new holders to our register and received valuable feedback that has been shared with the Board and Manager. In conjunction with our Manager, our Corporate Broker and our distribution partner we will continue the programme to help the market understand ICGT's shareholder proposition and its role within investment portfolios. #### OUTLOOK Our focus on investing in private equity-owned companies that have resilient growth characteristics gives shareholders access to investments that they cannot reach through public market strategies. ICGT plays a valuable role in our shareholders' portfolios. I believe there is substantial value in our Portfolio and in the new investments the Manager is making on our shareholders' behalf. Our Portfolio is performing well, and I thank all shareholders for your continued support. Jane Tufnell Chair 7 May 2025 Find our Statement of Expenses online: icg-enterprise.co.uk/soe ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 5 MAXIMISING SHAREHOLDER VALUE ### Our focus is on optimising NAV return, and ### aligning shareholder return to NAV return. ### OPTIMISING NAV RETURN ## 1 2 INVESTMENT STRATEGY COST BASE Our Portfolio is designed to generate long-term resilient We work with our Manager and other providers to ensure growth. Since ICG became our Manager in 2016, we have that costs are appropriate and to maximise the net return become fully invested and have increased allocations to of our investment strategy. Effective February 2023, we North America and to Secondary Investments. These shifts announced a cap on our management fee rate and a change have positively impacted the Portfolio returns, and our focus to the cost sharing arrangement with the Manager, which on global mid-market buyouts – with no exposure to venture combined have saved shareholders approximately £1.9m capital or growth equity – has demonstrated resilience in in FY24 and £2.0m in FY25. various economic conditions. | 14.5% | 1.38% | | --- | --- | | Five-year annualised NAV | Ongoing Charges Figure | | per Share Total Return | (calculated in line with AIC guidance) | OUR STRONG TRACK RECORD OF GENERATING VALUE NET ASSET VALUE ### Our disciplined investment approach and £197 flexible mandate have delivered returns NAV PER SHARE TOTAL RETURN in excess of public markets across cycles. 31 JAN 2025 Shareholder capital invested FTSE All-Share Total Return NAV per Share Total Return ### £138 FTSE ALL-SHARE TOTAL RETURN 31 JAN 2025 ### £100 31 JAN 2020 The 10.5% NAV per Share Total Return in the year further extends the Company’s long Jan 20 Jan 21 Jan 22 Jan 23 Jan 24 Jan 25 track record of growth and outperformance. 6 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON ### ALIGNING SHAREHOLDER RETURN TO NAV RETURN EFFECTIVE MESSAGING AND ## 3 4 CAPITAL ALLOCATION SHAREHOLDER ENGAGEMENT In recent quarters we have significantly advanced ICG Enterprise Trust’s communications through clarified messages, a new website, and enhanced disclosure on the performance WITH THE BOARD of the portfolio companies. Today, supported by our partnerships with Deutsche Numis and Cadarn Capital, we are meeting with many more current and potential shareholders. This effort is continuing, and we believe it will help generate incremental demand for our shares. ### Enhancing our ### shareholder ### Deeper shareholder ### communications ### engagement through ### As best practice for digital marketing shareholder engagement ### activities has fostered evolves, ICG Enterprise Trust ### is continuing to broaden stronger connections Q. How have the share ### and deepen our sales and across a wider set buyback programmes marketing activities. ### been progressing? of audiences. The redesign of our website A. We have two buyback in 2023 along with our MARTIN LI programmes: a long-term monthly newsletter and other SHAREHOLDER RELATIONS programme, which we intend digital communications are to operate at any discount to all intended to enhance the NAV; and an opportunistic market’s understanding of programme, which is designed our offering. to take advantage of our shares as an investment opportunity relative to the other opportunities available to our investment team. Since these programmes were | Q. Is your progressive announced, they have returned | | --- | | Q. Could you outline the main Q. What are ICG Enterprise dividend policy sustainable £51m to shareholders in | | components of ICG Enterprise Trust's main mechanisms long term? aggregate, with shares having | | Trust’s capital allocation policy? for distributing capital been bought back at an average | A. We size our dividend to shareholders? discount of 37.5% and increasing A. As a Board we look at where carefully, based on our NAV per Share by 54p. our shareholders’ capital is best A. We have a progressive understanding of the cash deployed. We seek to balance the dividend policy, returning cash likely to be generated by our We also review the impact ## 24% opportunity to generate returns to shareholders on a quarterly Portfolio. As our dividend of the buybacks on the ### Effective capital Increase in by making new fund commitments basis. We also have two share policy is progressive – not trading of our shares. Since LinkedIn followers or Direct Investments, with the buyback programmes, which allocation remains linked directly to the the introduction of these value of investing in our existing we use to support trading in proceeds we generate in any programmes, we have ### a priority for the Portfolio at a discount through our shares and, in the current particular year – the Board observed more liquidity and buying back shares and the value market, to generate value by is able to exercise discretion lower volatility in our shares, Board to maximise of providing all shareholders with investing in our own Portfolio in recommending the level of which we believe is valuable ### long-term cash through dividends. at a substantial discount. These dividend paid in any given year. to current and potential ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 7 are discussed in more detail shareholders. ### shareholder returns. ## Q&A on page 21. STRATEGIC REPORT OUR INVESTMENT STRATEGY ## Focus ### A clear approach to generating long-term resilient growth. BUYOUTS TOP-TIER More consistent PRIVATE EQUITY RESILIENT returns profile, MANAGERS COMPANIES with less risk than Track records of other private investing well equity strategies through cycles ### ALL PRIVATE EQUITY INVESTING IN RESILIENT PRIVATE COMPANIES ESTABLISHED MARKET POSITION PROVIDER OF MISSION- CRITICAL SERVICES PRICING POWER We focus on the buyout segment of the HIGH MARGIN BUSINESS MODEL private equity market, in which target companies are typically profitable, cash generative and more mature. Within buyouts, our focus is on mid- market and larger transactions, DEVELOPED partnering with leading private equity MID-MARKET AND MARKETS managers in developed markets. LARGER DEALS Primarily in North America and Europe; More likely to Through this approach, we aim to more mature markets, be resilient and maintain a portfolio of companies more experienced attract stronger with resilient growth characteristics, management teams managers as we believe these companies will generate the most consistent and strong returns over the long term. 8 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON MANAGER’S REVIEW: P14OUR PORTFOLIO CONSTRUCTION: P10 THE INVESTMENT COMMITTEE The Investment Committee is responsible for the approval of all new investments and the overall management of the Portfolio, OUR EXPERT PEOPLE: P26 including any secondary sales. Commitments made in this period are expected to be invested over the next three to five years. Commitments During FY25, the ICG Enterprise Trust Portfolio generated Total ## £83m Proceeds of £151m. Total New Total Proceeds Investments ## £151m ## £181m Total New Investments of £181m during the period, of which £21m were alongside ICG. Growth ## £138m Portfolio Growth on a Local Currency Basis of 10.2%. ### EXECUTING ### OUR INVESTMENT ### STRATEGY | Minimax Froneri Chewy Datasite Global Corporation Leaf Home Solutions | | | --- | --- | | Germany UK US US US | | | Supplier of fire protection systems Manufacturer and distributor ECommerce platform for premium Provider of software focused Provider of home | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 9 | | and services of ice cream products pet food and products on virtual data rooms maintenance services | | | TOP COMPANY HOLDINGS STRATEGIC REPORT | | OUR PORTFOLIO CONSTRUCTION ## Active ### An active approach to ### portfolio construction. Geographically, we focus on the developed markets of North America ## and Europe which have deep and 52% Portfolio Investments mature private equity markets, supported by a robust corporate governance ecosystem. ICG Enterprise Trust benefits from access to ICG-managed funds and ICG-managed Direct Investments, ## which represented 28% of the 8.2% Portfolio value at the period end. Primary Portfolio Return on a Local Currency Basis The Investment Committee also regularly reviews our Portfolio to see whether unrealised value can be crystallised through sales in the secondary market. This supports our intention of being fully invested in investments with attractive go- ### forward returns. 15% Portfolio Investments ## 6.4% Secondary Portfolio Return on a Local Currency Basis ## 33% Portfolio Investments ## 16.3% Direct Investment Portfolio Return on a Local Currency Basis ## 28% Of the Portfolio is invested into ICG-managed funds and ICG-managed Direct Investments Investments in mature private equity funds which Secondaries enable us to access a diversified DIRECT INVESTMENTS Primaries allow us to access a range of managers, Directs allow us to increase our exposure Primary Fund commitments are typically drawn have an established portfolio typically return capital pool of investments with a quicker cash return Direct Investments are realised when the Investing directly in companies alongside SECONDARY INVESTMENTS helping us invest through the cycle and giving us to particularly compelling companies, and 1 | down over three to five years and are repaid as earlier than a Primary Fund investment. profile than primary commitments. underlying portfolio company is sold by its | 10 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 | | --- | --- | | PRIMARY FUNDS funds managed by ICG and third-party Acquiring fund interests and commitments access to Direct Investment opportunities. are offered to us by managers from within | | | the underlying fund realises its investments. underlying manager. | | | Commitments to new private equity funds. WHAT IT BRINGS TO OUR PORTFOLIO INDICATIVE CASH PROFILE INDICATIVE CASH PROFILE WHAT IT BRINGS TO OUR PORTFOLIO INDICATIVE CASH PROFILE WHAT IT BRINGS TO OUR PORTFOLIO fund managers. 1 Comment specifically relates to LP Secondaries. from other investors. our primary portfolio. | | GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON ### 11.2% ### Giving stakeholders a look- ### through of underlying portfolio ### company performance ### 9.0% ### enhances transparency and ### provides support for our Net ### Asset Value. ### 15.3% COLM WALSH MANAGING DIRECTOR ### 15.5% TOP 30 COMPANIES ## 41% 67% Portfolio coverage Portfolio coverage ### 4.0x ### 4.4x ### 15.4x ### 15.2x Note: values are weighted averages for the respective Portfolio segment; Enlarged Perimeter represents the aggregate value of the Top 30 Companies and a representative sample of primary funds; see Manager’s review on page 19 and see Glossary for As we focus on building out our Portfolio with definition and calculation methodology on page 87. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 11 an eye on the future, its performance over the 1 Last Twelve Months. last financial year continues to be resilient. STRATEGIC REPORT PORTFOLIO COMPANY PERFORMANCE KEY PERFORMANCE INDICATORS ## Assessing our performance ### We make long-term investments ### to generate compounding value ### over multiple years, and believe ### our performance should be judged ### on a multi-year basis. ## We monitor our KPIs ## regularly to ensure ## they remain effective ## and relevant. JANE TUFNELL CHAIR RATIONALE RISK MANAGEMENT The execution of the Company’s investment strategy is subject to risk and uncertainty. The Board and Manager have a comprehensive risk assessment process, regularly re-evaluating the impact and probability EXAMPLES OF RELATED FACTORS THAT WE MONITOR of each risk materialising and the financial or strategic impact of the risk. • Monitoring of the Portfolio performance and watchlist • Valuations provided by underlying managers • Performance of Primary Funds, Secondary Investments RATIONALE and Direct Investments 1 YEAR 10.2% Portfolio Return on a Local Currency Basis measures the total PROGRESS IN THE YEAR • Detailed analysis of the Top 30 companies’ performance, EBITDA movement in the underlying investment Portfolio valuation, without The Portfolio generated a local currency return of 10.2% in the 12 and revenue growth, leverage, valuation multiples, performance the influence of foreign exchange movements or the Co-investment months to 31 January 2025 (31 January 2024: 5.9%). A reconciliation LINK TO STRATEGIC OBJECTIVE 3 YEARS (P.A.) against investment thesis and exit prospects 8.9% Incentive Scheme Accrual. It is a measure of the performance of the of the performance can be found in the Glossary on page 87. • Portfolio composition • Overall EBITDA and revenue growth, leverage and valuation underlying managers and the investment team’s selective investment 12 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 multiples of the Portfolio as reported by the underlying managers ## 10.2% 5 YEARS (P.A.) approach and management of the Portfolio. 15.8% PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON FTSE All-Share FTSE All-Share Index Total Index Total Return Return 17.1% 17.1% 7.9% 7.9% 6.6% 6.6% RISK APPETITE The Board acknowledges and recognises that As part of its risk management framework, HOW WE MANAGE RISK: P30 | | | in the normal course of business the Company | the Board considers its risk appetite in relation | | | --- | --- | --- | --- | --- | | | | is exposed to risk and that it is willing to accept | to each of the identified principal risks and | | | EXAMPLES OF RELATED FACTORS THAT WE MONITOR EXAMPLES OF RELATED FACTORS THAT WE MONITOR | | | | | | | | a certain level of risk in managing the business | monitors this on an ongoing basis. Where a | PRINCIPAL RISKS AND UNCERTAINTIES: P33 | | • Performance relative to the wider public markets and in particular • Performance relative to the wider public markets and in particular | | | | | | | | to achieve its targeted returns. | risk is approaching or is outside the tolerance | | | | the FTSE All-Share Total Return the FTSE All-Share Total Return | | | | set, the Board will consider the appropriateness • Performance relative to listed private equity peer group • Performance relative to the listed private equity peer group of actions being taken to manage the risk. RATIONALE RATIONALE • Portfolio performance • Level of discount in absolute terms and relative to the listed 1 YEAR 1 YEAR 10.5% 12.5% NAV per Share Total Return is shown net of all costs associated Measures performance in the delivery of shareholder value, after PROGRESS IN THE YEAR PROGRESS IN THE YEAR • Valuations provided by underlying managers private equity peer group with running the Company and includes the impact of any movement taking into account share price movements (capital growth) and any The Company has continued to build on its positive performance, The Company’s share price increased to 1,342p. Together with • Trading liquidity and demand for the Company’s shares in • Impact of foreign exchange on valuations in foreign exchange on valuations. As it includes all of the components dividends paid in the period. The Share Price Total Return will differ reporting NAV per Share Total Return of 10.5% in the 12 months to dividends of 34p paid in the year, we generated a Share Price Total LINK TO STRATEGIC OBJECTIVE LINK TO STRATEGIC OBJECTIVE 3 YEARS (P.A.) 3 YEARS (P.A.) conjunction with marketing activity 8.9% 6.6% • Effect of financing (cash drag) on performance of the Company’s performance it reflects the attributable value of a from NAV per Share Total Return depending on the movement in the 31 January 2025 (31 January 2024: 2.1%). The FTSE All-Share Total Return of 12.5% in the 12 months to 31 January 2025 (31 January | • Portfolio composition • Portfolio composition | | | | --- | --- | --- | | shareholder’s investment in ICG Enterprise Trust Plc. share price discount to NAV per Share. • Accretive impact of any share buybacks | | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 13 | | Return was 17.1% over the same period (31 January 2024: 1.9%). 2024: 9.6%). The FTSE All-Share Total Return was 17.1% over the | | | | • Net gearing • Net gearing | | | | 10.5% 12.5% 5 YEARS (P.A.) 5 YEARS (P.A.) • Ongoing charges incurred, including management fees and expenses | 14.5% 9.6% | | same period (31 January 2024: 1.9%). See page 4 for more details. NAV PER SHARE TOTAL RETURN SHARE PRICE TOTAL RETURN STRATEGIC REPORT • Progressive dividend policy and share buyback programme MANAGER’S REVIEW ## Our Portfolio has ## delivered resilient ## growth over the last ## five years, a period ## that encompasses ## COVID-19, inflation, ## interest rate hikes ## and geopolitical ## uncertainty. OLIVER GARDEY HEAD OF PRIVATE EQUITY FUNDS INVESTMENT Q. How did the global private equity Q. How have ICG Enterprise Trust's ### Q&A: MARKET ENVIRONMENT buyout market fare in 2024? portfolio companies been performing ### DURING 2024 compared to public companies in 2024? A. The global buyout market showed signs of improvement in 2024, with A. Our Portfolio recorded LTM earnings 3 M&A volumes increasing modestly growth of 15%. compared with 2023, though still below This compares to single-digit private the five-year average. company earnings growth, as measured ICG Enterprise Trust’s portfolio reflected by ICG plc’s private company database these trends, with realisations in-line with of over 1,700 private companies, and 4 the global buyout distributions average negative FTSE All-Share earnings growth . 1 of 11% . Q. What is your outlook for the next Q. How was the fundraising environment in 12 months? 2024, and what opportunities did it present A. Whilst the macro-economic climate for ICG Enterprise Trust? is changing and there is a wide range A. Global buyout fundraising fell by 25% of potential outcomes with regards to TMT in 2024 compared to 2023, but was on market activity, it is also likely to present 2 Consumer goods & services par with 2021 and 2022 . By fund size the opportunities, particularly in the mid-market space was most resilient. secondaries market. We received over Healthcare £100m in proceeds in April 2025 (post Business services The read-through to ICG Enterprise Trust period-end) from a secondary sale and Industrials is two-fold: (1) we continue to see the the realisation of Minimax. Financials mid-market as an attractive area to invest; and (2) an overall tougher fundraising Our sector positioning, strong origination Education environment creates competition for network and robust balance sheet Leisure capital amongst GPs which benefits LPs position us well in the current economic Other like ICG Enterprise Trust. climate. Combined with the breadth of 1 Source: Bain & Company Global Private Equity our Portfolio, our vintage diversification We committed £83m in FY25, to Report 2025. and our focus on investing in high-quality 2 Source: McKinsey Global Private Markets Report 2025. seven managers across North America resilient businesses, we believe this | 3 EBITDA, based on Enlarged Perimeter covering | and Europe. | | | --- | --- | --- | | 67% of the Portfolio. | | underpins our ability to generate long- | | 4 EBITDA, source: ICG Private Company Database, | | term returns for our shareholders. | median 4QMA data to Q3 2024; FTSE All-Share: Bloomberg, to December 2024. 14 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 RESILIENT SECTOR EXPOSURE GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON | Alternative Performance Measures | The following table sets out IAS metrics and the APM equivalents: | | | | | | --- | --- | --- | --- | --- | --- | | The Board and the Manager monitor the financial performance | | 31 January 2025 | | 31 January 2024 | | | of the Company on the basis of Alternative Performance | IAS | | £m | | £m | | Measures (‘APM’), which are non-UK-adopted IAS (‘IAS’) | Investments 1,470 1,296 | | | | | measures. The APM predominantly form the basis of the NAV 1,332 1,283 financial measures discussed in this review, which the Board Cash flows from the sale believes assists shareholders in assessing their investment of Portfolio Investments 20 41 and the delivery of the investment strategy. Cash flows related to the purchase The Company holds certain investments in subsidiary entities. of Portfolio Investments 34 25 The substantive difference between APM and IAS is the treatment of the assets and liabilities of these subsidiaries. The APM basis ‘looks through’ these subsidiaries to the underlying 31 January 2025 31 January 2024 APM £m £m assets and liabilities they hold, and it reports the investments as the Portfolio APM, gross of the liability in respect of the Portfolio 1,523 1,349 Co-investment Incentive Scheme. Under IAS, the Company Realisation Proceeds 151 171 and its subsidiaries are reported separately. The assets and Total Proceeds 151 239 liabilities of the subsidiaries, which include the liability in respect Total New Investments 181 137 of the Co-investment Incentive Scheme, are presented on the face of the IAS balance sheet as a single carrying value. The same The Glossary includes definitions for all APM and, where is true for the IAS and APM basis of the cash flow statement. appropriate, a reconciliation between APM and IAS. ## Our portfolio companies are performing strongly ### Why private equity Medium- Five-year 31 January 1 term target average 2025 Every day the lives of those living and working in the US and Western 2 1. Target Portfolio composition Europe are touched by companies owned by private equity: retailers, payments processors, home security, pet food, health services – Investment category the list is long. What typically unites these businesses is that they ~40-50% 57% 52% Primary are profitable and cash generative. These businesses are actively Direct ~30-35% 28% 33% managed by their shareholders, with management teams heavily Secondary ~25-30% 15% 15% incentivised to generate returns. Increasingly companies with these 2 characteristics are choosing to grow under private equity ownership Geography and to stay private for longer. Within that, ICGT focuses on a subset North America ~50% 40% 46% of those companies that we expect will generate resilient growth. Europe (including the UK) ~50% 52% 48% As more businesses are owned by private equity, we believe it is a structurally attractive allocation within an investment portfolio, Other — 8% 6% | with a track record of attractive returns, and significant opportunity | 2. Balance sheet | | | | --- | --- | --- | --- | | to continue that trajectory. | | 3 | | | | Net cash/(debt) | | ~0% (1%) (10%) | | A share in ICGT gives you access to a unique portfolio of | 1 Five-year average is the linear average of FY exposures for FY21-FY25. | | | | private companies. | 2 As a percentage of Portfolio. | | | 3 (Net cash)/debt as a percentage of NAV. Post period-end, we announced Total Proceeds of £107m from a secondary sale and the realisation of Minimax, see page 21. ### Our investment strategy Within developed markets, we focus on investing in buyouts ICG Enterprise Trust benefits from access to ICG-managed funds of profitable, cash-generative businesses that exhibit resilient and Direct Investments, which represented 28% of the Portfolio growth characteristics, which we believe will generate strong value at period end and generated a 8.4% return on a Local long-term compounding returns across economic cycles. Currency Basis. We take an active approach to Portfolio construction, with a ### Performance overview flexible mandate that enables us to deploy capital in Primary, Secondary and Direct Investments. Geographically, we focus At 31 January 2025, our Portfolio was valued at £1,523m, and the on the developed markets of North America and Europe which Portfolio Return on a Local Currency Basis for the financial year have deep and mature private equity markets. was 10.2% (FY24: 5.9%). Due to the geographic diversification of our Portfolio, the reported value is impacted by changes in foreign exchange rates. During the period, FX movements affected the Portfolio positively by £5.4m, driven by US dollar appreciation. In sterling terms, Portfolio growth during the period was 10.6%. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 15 STRATEGIC REPORT MANAGER’S REVIEW CONTINUED The net result for shareholders was that ICG Enterprise Trust For Q4 the Portfolio Return on a Local Currency Basis was 2.9% generated a NAV per Share Total Return of 10.5% during FY25, and the NAV per Share Total Return was 4.3%. ending the period with a NAV per Share of 2,073p. ### Executing our investment strategy | | 12 months to | | | 12 months to | | | | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2025 | | 31 January 2024 | | | COMMITMENTS | | Movement in the Portfolio | | £m | | | £m | | Our evergreen structure and flexible investment mandate enable 1 Opening Portfolio 1,349 1,406 us to commit through the cycle, maintaining vintage diversification | Total New Investments | 181 137 | for our Portfolio and sowing the seeds for future growth. | | --- | --- | --- | | Total Proceeds | (151) (239) | During the year we made seven new Fund Commitments totalling | | Portfolio net cash flow | 30 (102) | £83m, including £20m to funds managed by ICG plc, as detailed below: | 2 Valuation movement 138 83 Commitment during the period | Currency movement | | 6 (39) | Fund Manager | | Local currency £m | | --- | --- | --- | --- | --- | --- | | Closing Portfolio | 1,523 1,349 | | ICG Strategic | ICG $25.0m 19.8 | | | 1 Refer to the Glossary. | | | Equity V | | | 2 97% of the Portfolio is valued using 31 December 2024 (or later) valuations (FY24: 94%). Leeds VIII Leeds Equity $20.0m 15.7 Investindustrial VIII Investindustrial €15.0m 12.9 12 months to 12 months to Oak Hill VI Oak Hill $15.0m 11.9 NAV per Share Total Return 31 January 2025 31 January 2024 Thoma Bravo XVI Thoma Bravo $15.0m 11.7 % Portfolio growth (local currency) 10.2% 5.9% Valeas I Valeas $10.0m 7.5 | % Currency movement | 0.4% (2.7%) | | | | | --- | --- | --- | --- | --- | | | | American | American | $5.0m 4.0 | | % Portfolio growth (sterling) | 10.6% 3.2% | | | | | | | Securities IX | Securities | | | Impact of gearing | 0.7% (0.3%) | | | | | Finance costs and other expenses | (0.6%) (0.2%) | At 31 January 2025, ICG Enterprise Trust had outstanding | | | | Management fee | (1.3%) (1.2%) | Undrawn Commitments of £553.2m. | | | | Co-investment Incentive Scheme | (0.7%) (0.1%) | | | | Accrual Impact of share buybacks 1.8% 0.7% NAV per Share Total Return 10.5% 2.1% SELECTED INVESTMENT ACTIVITY | | FEBRUARY | MARCH | | --- | --- | --- | | | Datasite | Visma | | £64m | Manager – ICG | Manager – Hg | | Total of 5 largest | £18.4m cost | £14.5m cost | new investments | | FEBRUARY | APRIL | | --- | --- | --- | | | ICG Strategic Equity V | Leeds VIII | | £48m | Manager – ICG | Manager – Leeds Equity | | Total of 3 largest New | £19.8m commitment | £15.7m commitment | Fund Commitments FEB MAR APR 2024 2024 2024 REALISATION ACTIVITY MARCH VettaFi ## £41m Provider of financial indices and data Total of 5 largest Manager – ICG underlying realisations £10.2m proceeds 16 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON | | | Year to | | Commitments are made in the funds’ underlying currencies. The | | --- | --- | --- | --- | --- | | | 31 January 2025 | | | currency split of the Undrawn Commitments at 31 January 2025 | | Movement in Outstanding Commitments | | | £m | | was as follows: Undrawn Commitments as at 1 February 2024 552.0 31 January 2025 31 January 2024 New Fund Commitments 83.4 Undrawn Commitments £m £m | New Commitments relating to Direct Investments | 65.3 | | | | --- | --- | --- | --- | | | | US dollar | 310.3 289.9 | | Total New Investments | (181.4) | | 213.1 235.7 | Euro Currency and other movements 33.9 Sterling 29.8 26.4 Undrawn Commitments as at 31 January 2025 553.2 Total 553.2 552.0 Total Undrawn Commitments at 31 January 2025 comprised INVESTMENT £419.1m of Undrawn Commitments to funds within their Total New Investments of £181.4m during the period, of which Investment Period, and a further £134.1m was to funds outside 12% (£21.1m) were alongside ICG. New investment by category their Investment Period. detailed in the table below: | | 31 January 2025 | | 31 January 2024 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Cost | % of New | | | | £m | | £m | | | | | | | | | | Investment category | £m | investments | | Undrawn Commitments: | | | | | Primary | 115.4 | 63.6% | funds in Investment Period 419.1 434.2 Direct 58.4 32.2% Undrawn Commitments: Secondary 7.6 4.2% funds outside Investment Period 134.1 117.7 Total 181.4 100.0% Total Undrawn Commitments 553.2 552.0 Total available liquidity (including debt facility) (124.6) (195.9) Overcommitment net of total available liquidity 428.6 356.1 Overcommitment % of Net Asset Value 31.1% 27.7% | MAY | JULY | DECEMBER | | --- | --- | --- | | Audiotonix | Multiversity | Avid Bioservices | | Manager – PAI | Manager – ICG/CVC | Manager – GHO | | £14.0m cost | £9.4m cost | £7.3m cost | MAY Investindustrial VIII Manager – Investindustrial £12.9m commitment MAY JUN JUL DEC 2024 2024 2024 2024 | MAY | JUNE | JULY | | --- | --- | --- | | Compass Community | Visma | IRIS | | Provider of fostering services | Provider of business management | Provider of software for the | | and children’s residential care | software and outsourcing services | accountancy and payroll sectors | | Manager – Graphite | Manager – ICG | Manager – ICG | | £7.4m proceeds | £8.2m proceeds | £7.0m proceed | Datasite Provider of software focused on virtual data rooms Manager – ICG £7.8m proceeds ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 17 STRATEGIC REPORT MANAGER’S REVIEW CONTINUED ## Our investment strategy in action Oak Hill is a long-standing US manager tracing its roots back to 1986. It targets mid-market companies and develops investment themes based on long-term trends. EXECUTING OUR MANAGER – OAK HILL INVESTMENT STRATEGY TOP TIER MANAGER COUNTRY – UNITED STATES Leading middle-market private equity firm (35-year history) with an experienced team. COMMITMENTS ## $15m STRONG TRACK RECORD TOTAL NEW INVESTMENTS Consistency of returns and alignment with resilient growth strategy. Commitment to Oak Hill VI CO-INVESTMENT DEAL FLOW GROWTH Strong source of co-investment deal flow since our primary commitment to Fund IV. TOTAL PROCEEDS SOURCE OF LIQUIDITY Quick return of capital from Oak Hill funds. BSI Software is a leading Swiss-based provider of Customer Relationship Management software, primarily for mid-market insurance and banking EXECUTING OUR MANAGER – BREGAL clients in the DACH region. INVESTMENT STRATEGY COUNTRY – SWITZERLAND ALIGNMENT WITH OUR STRATEGY A mission-critical product and an attractive financial profile. COMMITMENTS STRUCTURAL GROWTH DRIVERS ## £5m TOTAL NEW INVESTMENTS Unique product offering (specialised by vertical and geography) and Total investment loyal customer base; high levels of integration/customisation and high GROWTH switching costs. TRACK RECORD TOTAL PROCEEDS Strong and consistent track record of growth: revenue has grown in each of the last 20 years. ICG INSTITUTIONAL KNOWLEDGE The insight from ICG on BSI’s competitive positioning and tech platform provides a unique and differentiated angle. Post period-end (April 2025), we announced the realisation of Minimax. Minimax is one of the leading global providers of fire protection systems EXECUTING OUR MANAGER – ICG and services. INVESTMENT STRATEGY COUNTRY – GERMANY LEADING MARKET POSITION High-quality business with a number of resilient growth attributes; COMMITMENTS high barriers for new entrants. ## €53m TOTAL NEW INVESTMENTS STRUCTURAL GROWTH DRIVERS Proceeds received in Q1 FY2 Resilient business model underpinned by mission-critical product (of which €10m reinvested in GROWTH and high levels of recurring revenue. Q1FY26) TRACK RECORD TOTAL PROCEEDS Attractive financial profile and proven management team. ICG INSTITUTIONAL KNOWLEDGE ICG first invested in Minimax in 2006 and has built a detailed understanding of the business and strong relationship with the management team. 18 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON The five largest new investments in the period were as follows: 1 Investment Description Manager Country Cost £m Datasite Provider of software focused on virtual data rooms ICG United States 18.4 Visma Provider of business management software and Hg Norway 14.5 outsourcing services Audiotonix Manufacturer of audio mixing consoles PAI United Kingdom 14.0 Multiversity Provider of online higher education courses ICG/CVC Italy 9.4 Avid Bioservices GHO United States 7.3 Top 5 largest underlying new investments 63.6 1 Represents ICG Enterprise Trust’s indirect investment (share of fund cost) plus any Direct Investments in the period. Occasionally ICGT simultaneously has both a realisation from and an investment into the same company in the same period. This typically occurs when an underlying fund sells a company that is purchased by another fund within ICGT’s portfolio. During FY25 shareholders will note that Datasite and Visma appear both in the top 5 realisations and top 5 new investments, which is a result of this situation. GROWTH At 31 January 2025, ICG Enterprise Trust’s exposure to quoted The Portfolio grew by £138.0m (+10.2%) on a Local Currency Basis companies was valued at £73.1m, equivalent to 4.8% of the in the 12 months to 31 January 2025. Portfolio value (31 January 2024: 4.8%). Across the Portfolio, quoted positions resulted in a £4.3m increase in Portfolio NAV Growth across the Portfolio was split as follows: during the period. The share price of our largest listed exposure, • By investment type: growth was spread across Primary (8.2%), Chewy, increased by 119% in local currency (USD) during the Secondary (6.4%) and Direct (16.3%) period. This positively impacted the Portfolio Return on a Local • By geography: North America and Europe experienced growth Currency Basis by approximately 0.8%. of 12.1% and 8.4% respectively At 31 January 2025 Chewy was the only quoted investment that The growth in the Portfolio is underpinned by the performance individually accounted for 0.5% or more of the Portfolio value: of our portfolio companies, which delivered robust financial | performance during the period: | | | 31 January 2025 | | | --- | --- | --- | --- | --- | | | | Company | % of Portfolio value | | | | Enlarged | Chewy CHWY-US | | 2.0% | 1 Portfolio metrics Top 30 Perimeter Other companies 2.8% Portfolio coverage 41% 67% Total 4.8% Last Twelve Months (‘LTM’) revenue growth 9.0% 11.2% REALISATIONS LTM EBITDA growth 15.5% 15.3% During FY25, the ICG Enterprise Trust Portfolio generated Total Net Debt/EBITDA 4.0x 4.4x Proceeds of £150.8m. Enterprise Value/EBITDA 15.4x 15.2x Realisation activity during the period included 40 Full Exits 1 Values are weighted averages for the respective Portfolio segment; see Glossary for generating proceeds of £73.7m. These were completed at a definition and calculation methodology. weighted average Uplift to Carrying Value of 19% and represent a weighted average Multiple to Cost of 2.9x for those investments. QUOTED COMPANY EXPOSURE We do not actively invest in publicly quoted companies but gain listed investment exposure when IPOs are used as a route to exit an investment. In these cases, exit timing typically lies with the manager with whom we have invested. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 19 Ticker STRATEGIC REPORT Provider of biologics development and manufacturing services MANAGER’S REVIEW CONTINUED The five largest underlying realisations in the period were as follows: Investment Manager Description Country Proceeds £m VettaFi ICG Provider of master limited partnerships indices United States 10.2 Visma ICG Provider of business management software and Norway 8.2 outsourcing services Datasite ICG Provider of software focused on virtual data rooms United States 7.8 Compass Community Graphite Provider of fostering services and children's United Kingdom 7.4 residential care IRIS ICG Provider of software and services for the accountancy United Kingdom 7.0 and payroll sectors Total of 5 largest underlying realisations 40.6 ### Balance sheet and liquidity During the year, our balance sheet flexibility was enhanced through an increase in the credit facility size from €240m to Net assets at 31 January 2025 were £1,332m, equal to 2,073p €300m. This change was effective from 20 December 2024. per share. At 31 January 2025, ICG Enterprise Trust had a cash balance The Company had net debt of £128m and at 31 January 2025, the of £3.9m (31 January 2024: £11.2m) and total available liquidity Portfolio represented 114% of net assets (31 January 2024: 105%). of £124.6m (31 January 2024: £195.9m). £m % of net assets £m | Portfolio | 1,523.1 114.3% | | | | | | --- | --- | --- | --- | --- | --- | | | | | Cash at 31 January 2024 | | 11.2 | | Cash | | 3.9 0.3% | | | | | | | | Total Proceeds | | 150.8 | | Drawn debt | (131.9) (9.9%) | | | | | | | | | New investments | (181.4) | | Co-investment Incentive Scheme Debt drawn down 111.9 Accrual (53.9) (4.0%) | | | | | Shareholder returns | (58.2) | | --- | --- | --- | --- | --- | --- | | Other net current liabilities | | (8.8) (0.7%) | | | | | | | | | Management fees | (16.0) | | Net assets | 1,332.4 | | 100.0% | | | | | | | | FX and other expenses | (13.5) | | Our objective is to be fully invested through the cycle, while ensuring | | | | Cash at 31 January 2025 | 3.9 | that we have sufficient financial resources to be able to take Available undrawn debt facilities 120.7 advantage of attractive investment opportunities as they arise. Total available liquidity 124.6 20 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON ### Dividend and share buyback ICG Enterprise Trust has a progressive dividend policy alongside two share buyback programmes to return capital to shareholders. DIVIDENDS The Board has declared a dividend of 10.5p per share in respect of the fourth quarter, taking total dividends for the year to 36p (FY24: 33p). It is the twelfth consecutive year of ordinary dividend per share increases. SHARE BUYBACKS The following purchases have been made under the Company's share buyback programmes: Long-term Opportunistic Total | | | | | 1 | | | | | 2 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Since | | | | | Since | | | | Since | | | 3 | | | 1 | | 3 | | | 2 | 3 | | | | FY25 | | inception | | | FY25 | | inception | | FY25 | | inception | | Number of shares purchased 1,420,500 2,752,688 1,492,175 1,492,175 2,912,675 4,244,863 % of opening shares since buyback started 4.3% 6.2% Capital returned to shareholders £17.3m £32.6m £18.3m £18.3m £35.6m £50.7m Number of days shares have been acquired 87 183 11 11 98 194 Weighted average discount to last reported NAV 37.0% 38.3% 36.2% 36.2% 36.6% 37.5% NAV per Share accretion (p) 36.5 54.1 NAV per Share accretion (% of NAV) 1.8% 2.7% 1 Since October 2022 (which was when the long-term share buyback programme was launched) up to and including 31 January 2025. 2 Since May 2024 (which was when the opportunistic buyback programme was launched) up to and including 31 January 2025. 3 Based on company-issued announcements / date of purchase, rather than date of settlement. Note: aggregate consideration excludes commission, PTM and SDRT. ### The Board believes the long-term buyback programme Activity since the period end demonstrates the Manager’s discipline around capital allocation; Notable activity between 1 February 2025 and 31 March 2025 underlines the Board’s confidence in the long-term prospects of has included: the Company, its cash flows and NAV; will enhance the NAV per Share; and, over time, may positively influence the volatility of • Four new Fund Commitments for a combined value of £64m the Company’s discount and its trading liquidity. • New investments of £39m • Realisation Proceeds of £26m During the period, the Board announced an opportunistic share buyback programme for FY25 of up to £25m. This is intended From 1 February 2025 up to and including 30 April 2025, 718,000 to enable us to take advantage of current trading levels, when shares (£8.9m) were bought back at a weighted-average discount the ability to purchase shares in meaningful size at a significant to NAV of 37.9%. discount presents itself. It was renewed for FY26 for an additional In addition, during the month of April 2025, we announced that year up to £25m. proceeds of £107m were received as a result of two transactions: ### Foreign exchange rates • Secondary sale (£62m net proceeds), executed at a discount of The details of relevant foreign exchange rates applied in this report 5.5% to 30 September 2024 valuation and realising a 1.6x return are provided in the table below: on invested cost (15% IRR) • Realisation of Minimax (€53m (£45m) proceeds), ICGT’s largest Average Average 31 January 31 January portfolio company at 31 January 2025 (3.1% of Portfolio value). | | rate for | rate for | 2025 | | 2024 | | | --- | --- | --- | --- | --- | --- | --- | | | FY25 | FY24 | year end | year end | | ICG Enterprise Trust is reinvesting €10m in the next stage of | | GBP:EUR | 1.1838 1.1526 1.1960 1.1729 | | | | | Minimax’s growth alongside management and other investors | including certain ICG funds GBP:USD 1.2751 1.2479 1.2396 1.2688 EUR:USD 1.0772 1.0827 1.0363 1.0818 ICG Private Equity Funds Investment Team 7 May 2025 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 21 STRATEGIC REPORT STAKEHOLDER ENGAGEMENT ## Engaging with ## our stakeholders OUR SHAREHOLDERS ### The Board is committed to understanding ### and taking into account the interests of ### our stakeholders in Board discussions ### and deliberations, decision-making and ### reporting, acknowledging that these ### views may at times diverge. ### Section 172 of the Companies Act 2006 requires ### directors to act in a way that they consider, in good ### faith, to promote the success of the Company for ### the benefit of its members as a whole. ### Further details of our supplier engagement can ### be found in our corporate governance report. COMMUNICATING WITH SHAREHOLDERS CORPORATE GOVERNANCE REPORT: P42 We engage with our shareholders across a broad range of channels including our website, our disclosures to the market, our publication of results factsheets and a full Annual Report. We also conduct General Meetings, roadshows and update meetings with key shareholders and potential shareholders. OUR OUR SHAREHOLDERS MANAGER The Board directors, in their discussions and deliberations, have OUR INVESTEE regard to the long-term consequences ENTITIES of their decisions, the interests of the OUR KEY Company’s various stakeholders, the STAKEHOLDER impact of the Company’s operations GROUPS on the community and the environment, and maintaining a reputation for a high standard of business conduct HOW WE ENGAGE and fair treatment between the The Board is committed to giving Company’s shareholders. investors the opportunity to build a OUR COMMUNITY clear understanding of our investment AND ENVIRONMENT strategy and developments, and WHY THEY ARE A STAKEHOLDER strives to make our vision and our Shareholders’ interests are enshrined results accessible through our public in our purpose – that shareholders disclosures and materials. benefit from the economic returns of the Company – as key stakeholders, Other means of effective engagement and serving the best interests of the during the year include our structured shareholders is a priority for the Board. programme of presentations to existing The Board is mindful of having a range OUR and potential shareholders of the annual, OTHER SERVICE LENDERS of shareholders, and will have regard PROVIDERS interim and quarterly results, as well as our to the interests of shareholders as a regular dialogue with sell-side analysts. whole when making decisions. LOOKING AHEAD The Board believes that the focus on clarity and quality of shareholder communication has been beneficial to the Company’s position in the market 22 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 and the Board will continue to build on this over the coming year. GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON OUR MANAGER OUR INVESTEE ENTITIES The Manager engages with the General Partners of our investee funds and Direct Investments. The Board is also mindful of the impact of the investee entities’ operations on the environment and community and requires the Manager to report on key metrics in this regard. The Board provides oversight and strategic direction for the Manager’s engagement with the General Partners of our investee entities. The Board is committed to working with General Partners who are closely engaged with the investee companies, with an active BOARD AND AUDIT management style, including the promotion COMMITTEE MEETINGS of direct board representation of the General Partners on the investee entity boards. The Board welcomes employees of the The Board is kept updated on the Manager’s Manager to attend and report to the Board ongoing dialogue across the existing and and Audit Committee meetings. These potential investee base, and views the structured and formal engagements are strength of the Manager’s relationships as supplemented by regular calls, planning fundamental to the success of our current meetings and ad hoc involvement and investments, as well as to generating new advice on ongoing matters. investment opportunities. PROVIDING OVERSIGHT AND STRATEGIC DIRECTION The Manager works with the General Partners to ensure that there are robust governance and reporting frameworks at the investee entity level. The Manager understands that it is important to the Board that we, as a Company, maintain a reputation for a high standard of business conduct and that this ethos flows through into our investment portfolio. HOW WE ENGAGE HOW WE ENGAGE The Board’s oversight of the Manager is The Manager has various levels of exercised through a series of formal and relationships with the General Partners of informal meetings during the year. The the investment funds and interactions are Management Engagement Committee continual, including formal sessions (e.g. WHY THEY ARE A STAKEHOLDER is responsible for formally monitoring dedicated investor days) as well as through The Manager looks after the shareholders’ and evaluating the performance and regular informal discussions. Where the capital, as well as supporting the Company remuneration of the Manager. The Board relationship is closer, discussions are more by providing a range of services. Our engages with the Manager at a range frequent and detailed. Discussions with Manager works with us to enable the of levels. Key relationships have been General Partners focus on investment Company to benefit from the ICG Group’s WHY THEY ARE A STAKEHOLDER developed with the investment team, performance, the pipeline of new investment products, broad network and Our capital helps our portfolio companies The Manager will continue to engage as well as with the strategic business opportunities and ESG factors. specialist expertise. The Manager is a key to grow. The Board carefully reviews with the General Partners, working functions such as Finance, Legal and stakeholder, critical to the success of the the Company’s investment strategy closely and collaborating with their Company Secretariat, Shareholder Company’s operations. and provides the Manager with its views investee entities to set appropriate Relations and Treasury. The Board’s LOOKING AHEAD LOOKING AHEAD on the direction of future investment targets and to ensure transparent regular engagement and open dialogue Our Manager is regularly launching new We maintain our focus on the Manager’s opportunities that will benefit the investee and effective reporting. across these relationships have proven investment strategies and in the coming active General Partner selection process to entities, as well as generating returns to be effective and beneficial. years, the Board will carefully assess which ensure the Company invests shareholders’ for the Company’s shareholders. of these opportunities may be appropriate capital in the right opportunities. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 23 for ICG Enterprise Trust to invest in. STRATEGIC REPORT STAKEHOLDER ENGAGEMENT CONTINUED OUR COMMUNITY OTHER SERVICE OUR LENDERS AND ENVIRONMENT PROVIDERS REVIEWING PERFORMANCE BUILDING STRONG ONGOING AND REPORTING RELATIONSHIPS ENGAGEMENT The Company has a well-established The Board has emphasised to the Key providers for the Company include ESG screening and diligence process Manager the value in maintaining strong the Company’s auditors, brokers, fund that applies to all new investments. and resilient relationships with our administration providers, the Depositary lenders, to facilitate the Company’s long- and the Registrar. ESG performance and reporting are term prospects. reviewed periodically – there is an The Manager holds regular engagement ongoing dialogue between the Company meetings with each of these providers and the Company’s stakeholders in and the Board has regular involvement this area. in these relationships as well. HOW WE ENGAGE The Board acknowledges that responsible investing is subject to increasing focus from its shareholders, as well as greater regulatory emphasis. The Board is therefore focused on partnering with General Partners who share the Company’s approach to responsible WHY THEY ARE A STAKEHOLDER WHY THEY ARE A STAKEHOLDER LOOKING AHEAD WHY THEY ARE A STAKEHOLDER LOOKING AHEAD investing. The Board recognises that The Board recognises its wider The Company’s liquidity facilities are The Board and the Manager keep Our service providers support the As the Company continues on its the long-term consequences of its HOW WE ENGAGE HOW WE ENGAGE responsibilities to the community and important to the Company’s operations renewal and extension options under Company to ensure that its operations growth journey and the regulatory decision-making and the operations of The Manager acts as the main point of The ICG Group manages service the environment and understands the and its long-term prospects. Maintaining constant review, as well as any other run smoothly and to ensure compliance landscape evolves, the Board remains the Company have a genuine influence contact with our lenders. The Manager, providers on behalf of the Company and important role that the Company plays excellent lender engagement and market opportunities for liquidity. with legal, regulatory and ethical mindful of the Company’s changing on the community and environment with direction from the Board, focuses the Board oversees this management as it invests its capital across the market. relationships helps the Board to secure obligations. Our service providers needs and the Company’s wider in which the Company operates. on ensuring a consistent and open through the Management Engagement optimum facility terms. help the Company to maintain our responsibilities to the community Beyond investment scrutiny, the Board dialogue with our core relationship Committee. The Manager escalates key high business conduct standards. and environment as it takes decisions is seeking out opportunities to engage banks, keeping the banks appraised matters to the Board and the Chairs in relation to service provider with its community and environment of the Company’s performance and of the Board Committees. The Chair LOOKING AHEAD relationships. The Board will continue stakeholders, including periodic updates We are prepared for increasing ESG banking needs. of the Audit Committee meets with to assess the commercial arrangements | from the Manager about sustainability reporting requirements. The Board the auditors twice a year and has, on | | | --- | --- | | with the service providers to ensure This year the Board approved the | | | matters in our portfolio and the will continue to monitor ESG factors occasion, attended key relationship | | | the provision of high-quality services increase of the Company’s Revolving | | | Manager’s corporate-level carbon and performance across the Portfolio. meetings with our service providers. | 24 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 | | for an appropriate price. Credit Facility (see page 25). | | reduction targets. GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON ## Purposeful stakeholder engagement ## ensures informed Board decision-making OUR OUR OUR INVESTEE SHAREHOLDERS MANAGER ENTITIES STAKEHOLDER INTERESTS ### Our share buyback programmes Our buyback programmes impact our shareholders, in that we are ### have generated meaningful directing capital away from new investments and towards our own ### stock as an investment opportunity. This also impacts the investment shareholder value alongside our team within the Manager, reducing the amount of capital they can ### progressive dividend policy and commit to new investment opportunities and by extension the amount ### our investment programme. of capital we can provide our investee entities. THE BOARD’S STAKEHOLDER CONSIDERATIONS JANE TUFNELL CHAIR During the year, the ongoing buyback was reviewed and approved, given our previous commitment to use it at any discount to NAV. The Board continues to believe the shareholder benefits of lower volatility and enhanced liquidity are potentially meaningful to generating demand for our shares in the long term. OUTCOME We have continued our ongoing buyback programme, and have renewed The opportunistic buyback required more deliberation. The Board our opportunistic buyback programme for FY26 at up to £25m. discussed the value our capital has to our managers and investee companies in these times of lower liquidity, along with the benefits Having reviewed the effect of our buyback programmes across a of maintaining a through-cycle investment approach to generate number of qualitative and quantitative metrics, we discussed the long-term value. It balanced these by noting the discount at which investment programme with the Manager. In light of the prevailing our shares trade, and the immediate value to shareholders that could discount, the Board determined that a renewal of the opportunistic be generated by purchasing our shares at these prices. programme was in the best long-term interests of our stakeholders. OUR OUR SHAREHOLDERS LENDERS THE BOARD’S STAKEHOLDER CONSIDERATIONS The Board reviews the Company’s balance sheet frequently and, towards the end of the financial year, concluded that increasing ### Having a robust capital structure, the size of the credit facility would be beneficial to shareholders | significant liquidity and access to | by enhancing our balance sheet flexibility. | | --- | --- | | financing lines is crucial to enabling | It was decided that the €240m facility, which was originally | | our Manager to maintain a through- | determined in 2022, should be increased to €300m to accommodate | Portfolio growth and the level of outstanding commitments. ### cycle investment approach. OUTCOME ALASTAIR BRUCE The original facility agreement included a mechanism to increase the AUDIT COMMITTEE CHAIR size of the facility, which was exercised by the Manager and approved by the Board in December 2024. It was deemed the additional size was necessary to allow the evolution of the investment programme and provide comfort to shareholders. STAKEHOLDER INTERESTS Ensuring the Company has sufficient liquid resources to manage its obligations is a key consideration for the Board. Stakeholders have an interest in that it affects metrics such as the overcommitment ratio and the available liquidity as a percentage of outstanding commitments, which are useful metrics to stakeholders to gauge the Company’s ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 25 DISCIPLINED CAPITAL ALLOCATION ENHANCING BALANCE SHEET FLEXIBILITY Continuing our share buyback programmes Increasing the size of our credit facility financial health. The provision of a credit facility also enables the STRATEGIC REPORT Company to continue to be fully invested. OUR EXPERT PEOPLE ## Dedicated THE INVESTMENT COMMITTEE The Investment Committee is responsible The Committee includes senior members for the approval of all new investments and of the investment team ensuring a broad the overall management of the Portfolio, perspective on the private equity including any secondary sales. landscape and relative value and risk. | Head of Private Equity Funds Investment Managing Director Managing Director | | --- | | Oliver has overall responsibility for the Liza brings experience of both fund and Colm brings experience of both fund and | | execution of the Company’s investment direct investments in Europe and Asia Pacific direct investments in Europe and the US to the | | strategy. He brings his extensive 25+ years’ from her prior role at GIC to the Investment Investment Committee. He has a broad range | | experience across the private equity market Committee. She has 19 years’ private equity of relationships with managers and investors | | from his prior role as Partner and member of experience and, prior to GIC, worked in in private equity which help provide insights | | the global investment committee at Pomona the private equity division of Henderson on new opportunities. With 20 years’ private | | Capital, and Partner and investment committee Global Investors and started her career equity experience, he previously worked at | | member at Adams Street, Rothschild/Five in the corporate finance group at Terra Firma in its finance and structuring team | | Arrows Capital and J.H. Whitney & Co to the PricewaterhouseCoopers. and at Deloitte where his clients included a | 26 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 Investment Committee. number of private equity firms. OLIVER GARDEY LIZA LEE MARCHAL COLM WALSH GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON ### An expert team of people, combining deep ### knowledge and unwavering commitment. ### Leveraging the ### oversight and support ### of our Manager ICG plc FUNCTIONAL SPECIALISTS The Company benefits from the breadth of skills and experience of the Manager in supporting its activities and overseeing its third-party providers. Specific technical expertise, including Shareholder Relations, Finance, Operations, Legal and Company Secretarial, support the Company’s day-to-day activities. THE INVESTMENT TEAM The Investment Committee is further supported by the wider investment team of four professionals within ICG, who have a strong combination of direct and ### fund investment experience. The principal members are: We support the Board and the ### investment team by ensuring ### that current and prospective ### shareholders have a thorough ### understanding of ICG ### Enterprise Trust, and that ### shareholder feedback is ### presented in a balanced ### manner that can inform ### decision-making. CHRIS HUNT HEAD OF SHAREHOLDER RELATIONS, ICG | Vice President Principal | | --- | | Josie joined the team in 2022 and focuses Lili joined the team in 2019 from Ares | | on North American buyout investments, Management where she worked in the | | including the evaluation, due diligence Direct Lending Investment team on a range | Find out more about our people online: and monitoring of partnerships and direct of private equity-backed transactions. Prior icg-enterprise.co.uk investments. Prior to this, Josie spent to this, she spent five years in the Corporate five years at J.P. Morgan where she was Finance Debt Advisory and Restructuring responsible for sourcing, conducting due businesses at Deloitte. Lili is a Chartered diligence and executing private equity, Accountant and a graduate from Warwick private credit and real estate fund University with a degree in MORSE (Maths, opportunities. Josie received a BA in Operational Research, Statistics and Economics and a Minor in Mathematics Economics). Lili is based in London. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 27 from Boston College. Josie is based in JOSIE FAIR LILI JONES New York. STRATEGIC REPORT CULTURE AND SUSTAINABILITY ## Our Manager’s approach to responsible business ### The Board’s oversight of the Manager encompasses their ### culture and their approach to a sustainable investment strategy. ### Creating the right environment ### for our people to thrive The culture of the dedicated investment team managing ICG Enterprise Trust’s assets centres around long-term relationships with a wide range of stakeholders; sustainable investment excellence; and demonstrating integrity, diversity and collaboration. BOARD OVERSIGHT The Board of ICG Enterprise Trust ensures that it reviews the Manager’s culture. This is monitored through our regular interaction and discussions with the Manager and the Management Engagement Committee also undertakes a formal review. CULTURE AND INCLUSION The Manager promotes an inclusive environment where everyone is motivated to contribute fully, feeling recognised and included regardless of age, gender, race, sexual orientation, disability, religion or beliefs. DEVELOPING FUTURE LEADERS The Manager emphasises the importance of training and development to attract and retain top talent, investing significantly in this area. Utilising a performance management system and encouraging managers to offer effective career coaching and tailored training opportunities, the Manager aims to develop and enhance core skills, boost technical competency and nurture talent. 28 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON ### Our approach to sustainability integration DEAL SCREENING AND PRE-INVESTMENT PORTFOLIO MONITORING • Exclusion List • Sustainability performance embedded • Pre-investment sustainability assessment (including climate risk assessment) in monitoring process • RepRisk screening • Regular dialogue with managers • Third-party funds sustainability questionnaire • Underlying manager’s sustainability • Discussions with underlying manager reporting • Diligence findings included in all investment proposals • Training for investment team We have a well-established policy and Exclusion List, through Sustainability performance is integral pre-investment sustainability a pre-investment sustainability to our monitoring process for funds assessment and diligence process assessment. We also consider whether and Direct Investments. for all new fund investments and the underlying manager’s approach For Primary Funds and Secondary Direct Investments. Our approach aligns with ICG’s Responsible Investing Investments, we track various to considering sustainability factors Policy. As we do not directly influence sustainability metrics, including the throughout the investment process an underlying manager’s portfolio underlying manager’s adherence to and during the period in which the construction, we seek to partner international sustainability standards. fund is invested depends on the with underlying managers who share A strong relationship with the type of investment we make. a similar approach to investing. underlying manager enables active We have a greater ability to assess For Secondary Investments, as well engagement to identify and mitigate sustainability considerations in as assessing the underlying manager’s potential sustainability risks. our Direct Investments given that approach to sustainability matters, we The ICG Enterprise Trust investment we have clearer visibility of the also assess each underlying investee team undergoes formal sustainability underlying companies when making company and ensure, to the extent training, equipped with skills and tools an investment decision. We operate possible, the Enterprise Trust does for identifying and monitoring an Exclusion List to ensure we do not invest in businesses on ICG’s sustainability issues. not make Direct Investments in Exclusion List. companies considered incompatible We screen the largest investee with our corporate values and use companies in a secondary transaction a comprehensive pre-investment using a third-party risk platform, sustainability assessment for all which uses, on a daily basis, over Direct Investments. 100,000 public sources to identify For Primary Fund investments, we any company associated with assess the underlying manager’s sustainability risk incidents. approach to sustainability All the underlying managers we work matters, including whether it has with have a sustainability policy and its own responsible investing sustainability monitoring in place. ACROSS ALL MANAGERS WE MADE COMMITMENTS TO IN FY25 REGULATORY SUSTAINABILITY DISCLOSURES As Manager of ICG Enterprise Trust, ICG Alternative Investment Limited has for the first time this year prepared: • A Task Force on Climate-related Financial Disclosures (‘TCFD’) product report for ICG Enterprise Trust in accordance with ESG 2.3.5 of the Financial Conduct Authority (‘FCA’) handbook • Disclosures under the FCA’s Sustainability Disclosure requirement icg-enterprise.co.uk icgam.com Go online to find out more about how Go online to find out more about our sustainability considerations have been Manager’s sustainability disclosures. integrated into ICG’s investment process. ## 100% 100% ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 29 operate a sustainability policy have a sustainability monitoring process in place STRATEGIC REPORT HOW WE MANAGE RISK ## Identifying and evaluating the strategic, financial ## and operational impact of our key risks ### The execution of the Company’s investment strategy is subject to a variety ### of risks and uncertainties, and the Board and Manager have identified several ### principal risks to the Company’s business. As part of this process, the Board ### has put in place an ongoing process to identify, assess and monitor the principal ### and emerging risks facing the Company, including those that would threaten ### its business model, future performance, solvency or liquidity. RISK MANAGEMENT FRAMEWORK The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses and monitors the risk management framework and specifically reviews the controls and assurance programmes in place. BOARD OF DIRECTORS: Responsible for risk management leadership ### JANE TUFNELL Strategic risk management in private equity drives CHAIR ### opportunity and value. Guides and provides counsel AUDIT COMMITTEE: Reviews and monitors the risk management process ### Consistent review and vigilant monitoring of the ALASTAIR BRUCE AUDIT COMMITTEE CHAIR ### risk management process are the cornerstones of ### informed decision-making and sustainable growth ### in private equity. Provides regular reporting THE MANAGER: Responsible for risk reporting and running the controls assurance programmes overseen by the Manager’s Risk Committee JESSICA MILLIGAN ### Transparent and timely risk reporting ensures FINANCE DIRECTOR ### accountability, fosters trust among stakeholders ### and enhances strategic decision-making. CORPORATE GOVERNANCE REPORT: P42 30 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON PRINCIPAL RISKS OTHER RISKS The Company depends upon the The Company’s principal risks are individual Other risks, including reputational risk, experience, skill and reputation of the risks, or a combination of risks, that could are potential outcomes of the principal employees of the Manager. The Manager’s threaten the Company’s business model, risks materialising. These risks are actively ability to retain the service of these future performance, solvency or liquidity. managed and mitigated as part of the individuals, who are not obligated to wider risk management framework of remain employed by the Manager, and Details of the Company’s principal risks, the Company and the Manager. recruit successfully, is a significant potential impact, controls and mitigating factor in the success of the Company. factors are set out on pages 33 to 36. EMERGING RISKS Emerging risks are considered by the Board and are regularly assessed to identify any potential impact on the Company and to determine whether any actions are required. Emerging risks often include those related to regulatory/ legislative change and macro-economic and political change. PRINCIPAL RISKS AND UNCERTAINTIES The Company considers its principal risks (as well as several underlying risks comprising each principal risk) in four categories: ### 1 2 ### Investment risks: the risk to ### performance resulting from ### ineffective or inappropriate ### investment selection, execution ### or monitoring. ### 3 4 ### Financial risks: the risk of adverse RISK ASSESSMENT PROCESS ### impact on the Company due to having A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk ### insufficient resources to meet its materialising and the strategic, financial and operational impact of the risk. Where the residual risk is determined to be obligations or counterparty failure and outside appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements. ### Operational risks: the risk of loss External risks: the risk of failing to ### the impact any material movement ### deliver the Company’s investment resulting from inadequate or ### in foreign exchange rates may have ### failed internal processes, people objective and strategic goals due ### on underlying valuations. ### or systems and external events, to external factors beyond the ### including regulatory risk. Company’s control. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 31 STRATEGIC REPORT HOW WE MANAGE RISK CONTINUED The Board acknowledges and recognises that in the normal course of business, the Company is exposed to risk and it is willing to accept a certain level of risk in managing the business to achieve its targeted returns. The Board’s risk appetite framework provides a basis for the ongoing monitoring of risks and enables dialogue with respect to the Company’s current and evolving risk profile, allowing strategic and financial decisions to be made on an informed basis. The Board considers several factors to determine its acceptance for each principal risk and categorises acceptance for each risk as low, moderate and high. Where a risk is approaching or is outside the tolerance set, the Board will consider the appropriateness of actions being taken to ### Risk management is a key component of manage the risk. In particular, the Board has a lower tolerance ### our approach, serving as the foundation for financing risk with the aim to ensure that even under a stress scenario, the Company is likely to meet its funding ### for informed decision-making and requirements and financial obligations. Similarly, the Board ### ensuring that we navigate uncertainties has a low risk tolerance concerning operational risks including ### with confidence. legal, tax and regulatory compliance and business process and continuity risk. OLIVER GARDEY HEAD OF PRIVATE EQUITY FUNDS INVESTMENT PRINCIPAL RISKS AND UNCERTAINTIES: P33 Low HighRisk tolerance INVESTMENT RISKS Investment performance Valuation EXTERNAL RISKS Political and macro-economic uncertainty Climate change The listed private equity sector Foreign exchange OPERATIONAL RISKS Regulatory, legal and tax compliance Key professionals The Manager and third-party providers FINANCIAL RISKS Financing 32 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 RISK APPETITE AND TOLERANCE GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON PRINCIPAL RISKS AND UNCERTAINTIES ## How we manage and mitigate our key risks RISK IMPACT MITIGATION CHANGE IN THE YEAR INVESTMENT RISKS INVESTMENT Poor origination, investment selection The Manager has a strong track record Stable PERFORMANCE and monitoring by the Manager of investing in private equity through The Board is responsible for The Manager selects the and/or third-party managers which multiple economic cycles. The Manager ensuring that the investment fund investments and Direct may have a negative impact on has a highly selective investment policy is met. The day-to-day Investments for the Company’s Portfolio performance. approach and disciplined process, management of the Company’s Portfolio, executing the which is overseen by ICG Enterprise assets is delegated to the investment strategy approved Trust’s Investment Committee within Manager under investment by the Board. The underlying the Manager, which comprises a guidelines determined by the managers of those funds in balance of skills and perspectives. Board. The Board regularly turn select individual investee Further, the Company’s Portfolio is reviews these guidelines to companies. The origination, diversified, reducing the likelihood ensure they remain appropriate investment selection and of a single investment decision and monitors compliance with management capabilities of impacting Portfolio performance. the guidelines through regular both the Manager and the third- reports from the Manager, party managers are key to the including performance performance of the Company. reporting. The Board also reviews the investment strategy at least annually. Following this assessment and other considerations, the Board concluded that investment performance risk has remained stable. VALUATION Incorrect valuations being provided The Manager carries out a formal Stable In valuing its investments would lead to an incorrect overall NAV. valuation process quarterly including The Board regularly in private equity funds and a review of third-party valuations. reviews and discusses the unquoted companies and This process includes a comparison valuation process in detail with publishing its NAV, the of unaudited valuations to latest the Manager, including the Company relies to a significant audited reports, as well as a review sources of valuation information extent on the accuracy of of any potential adjustments that are and methodologies used. financial and other information required to ensure the valuations of provided by the underlying Following this assessment and the underlying investments are in managers to the Manager. other considerations, the Board accordance with the fair market value There is the potential for concluded that there was no principles required under UK-adopted inconsistency in the valuation material change in valuation risk. International Accounting Standards (‘IAS’). methods adopted by the managers of these funds and companies and for valuations to be misstated. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 33 STRATEGIC REPORT PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED RISK IMPACT MITIGATION CHANGE IN THE YEAR EXTERNAL RISKS POLITICAL AND MACRO- Changes in the political or macro- The Manager uses a range of Increasing ECONOMIC UNCERTAINTY economic environment could complementary approaches to The Board monitors and reviews Political and macro-economic significantly affect the performance inform strategic planning and the potential impact on the uncertainty and other global of existing investments (and risk mitigation, including active Company from political and events, such as pandemics, valuations) and prospects for investment management, economic developments on an that are outside the Company’s realisations. In addition, they profitability and balance sheet ongoing basis, including input and control could adversely impact could impact the number of scenario planning and stress discussions with the Manager. the environment in which the credible investment opportunities testing to ensure resilience across Company and its investment the Company can originate. a range of outcomes. Incorporating these views and portfolio companies operate. other considerations, the Board The process is supported by a concluded that this risk had increased. dedicated in-house economist and professional advisers where appropriate. CLIMATE CHANGE Climate-related transition risks, The Manager has a well-defined, Stable The underlying managers of driven in particular by abrupt shifts firm-wide Responsible Investing The Board monitors and reviews the fund investments and Direct in the political and technological Policy and sustainable investing the potential impact to the Investments in the Company’s landscape, impact the value of the framework in place. Company from failures by Portfolio fail to ensure that their Company’s Portfolio. A tailored sustainable investing underlying managers to mitigate portfolio companies respond framework applies across all stages of the impact of climate change on to the emerging threats from the Company’s investment process. portfolio company valuation. climate change. THE LISTED PRIVATE A change in sentiment to the sector Private equity continues to Increasing EQUITY SECTOR has the potential to damage the outperform public markets over The persistence of the discount The listed private equity sector Company’s reputation and impact the long term and has proved to to NAV, together with other could fall out of favour with the performance of the Company’s be an attractive asset class through sector uncertainties, indicates investors leading to a reduction in share price and widen the discount various cycles. The Manager is an increase in risk. demand for the Company’s shares. the shares trade at relative to NAV active in marketing the Company’s per Share, causing shareholder shares to a wide variety of investors The Board receives regular dissatisfaction. to ensure the market is informed updates from the Company’s about the Company’s performance broker and is kept informed and investment proposition. of all material discussions with investors and analysts. In setting the capital allocation policy, including the allocations to dividends and share buybacks, the Board monitors the discount to NAV and considers appropriate solutions to address any ongoing or substantial discount to NAV. FOREIGN EXCHANGE The Company does not hedge The Board regularly reviews the Stable The Company has continued to its foreign exchange exposure. Company’s exposure to currency The Board reviewed the Company’s expand its geographic diversity Therefore, movements in exchange risk and reconsiders possible exposure to currency risk and by making investments in different rates between these currencies hedging strategies on at least possible hedging strategies and countries. Accordingly, most may have a material effect on the an annual basis. concluded that there was no investments are denominated underlying sterling valuations Furthermore, the Company’s material change in foreign exchange in US dollars and euros. of the investments and multicurrency bank facility permits risk during the year and that it performance of the Company. the borrowings to be drawn in remains appropriate for the euros and US dollars, if required. Company not to hedge its foreign exchange exposure. 34 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON RISK IMPACT MITIGATION CHANGE IN THE YEAR OPERATIONAL RISKS REGULATORY, LEGAL The failure of the Manager and the The Board is responsible for ensuring Stable AND TAX COMPLIANCE Company to comply with the rules the Company’s compliance with all The Company remains Failure by the Manager to of professional conduct and relevant applicable regulatory, legal and tax responsive to a wide range of comply with relevant regulation laws and regulations could expose requirements. Monitoring of this developing regulatory areas; and legislation could have an the Company to regulatory sanction compliance has been delegated to and will continue to enhance its adverse impact on the Company. and penalties as well as significant the Manager, of which the in-house processes and controls in order Additionally, adherence to damage to its reputation. Legal, Compliance and Risk functions to remain compliant with changes in the legal, regulatory provide regular updates to the current and expected legislation. and tax framework applicable Board covering relevant changes to the Manager could become to regulation and legislation. onerous, lessening competitive The Board and the Manager or market opportunities. continually monitor regulatory, legislative and tax developments to ensure early engagement in any areas of potential change. KEY PROFESSIONALS If the Manager’s team is not able The Manager regularly updates the Stable Loss of key professionals at to deliver its objectives, investment Board on team developments and The Board reviewed the the Manager could impair the opportunities could be missed succession planning. The Manager Company’s exposure to people Company’s ability to deliver its or misevaluated, while existing places significant focus on: risk and concluded that the investment strategy and meet investment performance may suffer. • Developing key individuals to ensure Manager continues to operate its external obligations if that there is a pipeline of potential sustainable succession, replacements are not found succession candidates internally. competitive remuneration in a timely manner. External appointments are considered and retention plans. if that best satisfies the business needs. The Board believes that • A team-based approach to the risk in respect of people investment decision-making, i.e. no remains stable. one investment professional has sole responsibility for an investment or fund manager relationship. Sharing insights and knowledge widely across the investment team, including discussing all potential new investments and the overall performance of the Portfolio. Designing and implementing a compensation policy that helps to minimise turnover of key people. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 35 STRATEGIC REPORT PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED RISK IMPACT MITIGATION CHANGE IN THE YEAR OPERATIONAL RISKS CONTINUED THE MANAGER AND Failure by a third-party provider to The performance of the Manager, Stable THIRD-PARTY PROVIDERS deliver services in accordance with the Administrator, the Depositary and The Board carries out a formal (INCLUDING BUSINESS its contractual obligations could disrupt other third-party providers is subject annual assessment (supported PROCESSES, BUSINESS or compromise the functioning of the to regular review and reported to by the Manager’s internal audit CONTINUITY AND CYBER) Company. A material loss of service the Board. function) of the Manager’s The Company is dependent on could result in, among other things, an The Manager, the Administrator and internal controls and risk third parties for the provision inability to perform business critical the Depositary produce internal control management systems. of services and systems, functions, financial loss, legal liability, reports to provide assurance regarding especially those of the regulatory censure and reputational The Board also received regular the effective operation of internal Manager, the Administrator damage. reporting from the Manager and controls. These reports are provided and the Depositary. other third parties. The failure of the Manager and to the Audit Committee for review. Administrator to deliver an appropriate The Committee would seek further Following this review and cyber security platform for critical representations from service providers other considerations, the technology systems could result in if not satisfied with the effectiveness Board concluded that there unauthorised access by malicious third of their control environment. was no material change in the parties, breaching the confidentiality, Manager and other third-party The Audit Committee formally assesses integrity and availability of Company suppliers risk. the internal controls of the Manager, data, negatively impacting the the Administrator and Depositary on Company’s reputation. an annual basis to ensure adequate controls are in place. The assessment in respect of the current year is discussed in the Report of the Audit Committee. The Management Agreement and agreements with other third-party service providers are subject to notice periods that are designed to provide the Board with adequate time to put in place alternative arrangements. FINANCIAL RISKS FINANCING If the Company encountered The Manager monitors the Company’s Stable The Company has outstanding difficulties in meeting its outstanding liquidity, overcommitment ratio and The Board reviewed the commitments to private equity commitments, there would be covenants on a frequent basis, and Company’s exposure to financing funds in excess of total liquidity significant reputational damage undertakes cash flow monitoring, and risk, noting the Net Debt position, that may be drawn down at any as well as risk of damages being provides regular updates on these the increase in available facility time. The ability to fund this claimed from managers and other activities to the Board. and the short-term realisation difference is dependent on counterparties. forecast and concluded that this receiving cash proceeds from risk was stable. investments (the timing of which are unpredictable) and the availability of financing facilities. 36 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON VIABILITY AND GOING CONCERN STATEMENTS | VIABILITY STATEMENT | GOING CONCERN | | | --- | --- | --- | | In accordance with the UK Corporate | In assessing the appropriateness of | The Company’s Strategic Report is set | | Governance Code, the Board has assessed | continuing to adopt the going concern | out on pages 1 to 37 and was approved | | the financial position and prospects of the | basis of accounting, the Board has assessed | by the Board on 7 May 2025. | | Company over a longer period than the | the financial position and prospects of | | | 12 months required by the ‘going concern’ | the Company over the next 12 months. | | | basis of accounting. The Board has assessed | The Company’s business activities, | | Jane Tufnell the viability of the Company over a five- together with factors likely to affect its Chair year period from the balance sheet date, future development, performance, position 7 May 2025 | being a period of time over which the Board | and cash flows, are set out in the Chair’s | | --- | --- | | can reasonably assess the Company’s | statement on page 4, and the Manager’s | | prospects and over which the majority | review on page 14. | of the Company’s commitments will be Based on this assessment, the Board expects drawn down. that the Company will be able to continue in | The Board has carried out a robust | operation and meet its liabilities as they fall | | --- | --- | | assessment of the principal risks and their | due until, at least, 31 May 2026, a period | | mitigants as noted on page 33. Those | of more than 12 months from the signing | | considered most significant to the viability | of the financial statements. Therefore, | | of the Company included those relating | it is appropriate to continue to adopt the | | to investment performance, political and | going concern basis of preparation of the | | macro-economic uncertainty, and the ability | Company’s financial statements. | of the Company to manage its financing and overcommitment risk. The Company’s financial position is strengthened by its access to its bank facility of €300m (£251m), which was extended and upsized during the year and matures in May 2028. This is subject to a number of covenants. The Company’s Net Debt was £128m as at 31 January 2025 which is expected to be repaid with cash flows from the Company’s investments. The Board has assessed the Company’s ability to remain viable and meet its liabilities as they fall due through the review of balance sheet and cash flow projections provided by the Manager. As part of this, a range of stressed scenarios and sensitivity analyses was examined to identify conditions that might result in the facility’s covenants being breached, and included the consideration of possible remedial action that the Company could undertake to avoid such breaches. Key variables considered included Portfolio gains and losses, fund drawdowns and realisations, and availability of the credit facility. Based on this assessment, the Board has a reasonable expectation that the Company will remain viable over a five-year period from the balance sheet date. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 37 STRATEGIC REPORT GOVERNANCE OVERVIEW ## The Board’s oversight of strategy and ## risk is fundamental in promoting the ## long-term success of the Company. JANE TUFNELL CHAIR DEAR SHAREHOLDERS The Board’s oversight of strategy and risk is fundamental in In this overview, we report on the Company’s governance promoting the long-term success of the Company. In performing framework and the activities of the Board and its Committees this role, the Board seeks to be responsive to both the evolving during the year. Effective corporate governance is fundamental regulatory environment and changing expectations regarding the to the way the Company conducts its business. By encouraging role of business in society. entrepreneurial and responsible management, it supports the In particular, the Board seeks to ensure that both its own culture creation of long-term, sustainable value for shareholders and and that of the Manager are aligned with the Company’s purpose, for wider society. and that the Company has the necessary financial and human resources to deliver its strategy. DEFINING A CLEAR GOVERNANCE STRUCTURE BOARD OF DIRECTORS MANAGEMENT AUDIT NOMINATIONS ENGAGEMENT COMMITTEE COMMITTEE COMMITTEE INVESTMENT MANAGER Broad delegated authority under Supervision of the Management Agreement, service providers subject to investment policies, by the Manager procedures and guidelines (and Articles of Association) SERVICE PROVIDERS ADMINISTRATOR SHAREHOLDER CORPORATE CUSTODIAN/ LEGAL/TAX AND COMPANY AUDITOR REGISTRAR RELATIONS & BROKERS DEPOSITARY ADVISERS SECRETARY MARKETING Board oversight of the Manager (including the ability to give 38 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 Board oversight of service providers specific instructions) GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON ROLE OF THE BOARD conducted by Board Level Partners Ltd (‘BLP’) to review the effectiveness of the Board. The review concluded that the Board STRATEGIC OVERSIGHT continues to perform effectively and displays a strong corporate It is the responsibility of the Board to ensure that there is effective governance culture. stewardship of the Company’s activities. Strategic issues are determined by the Board and a formal schedule of matters reserved for the Board CULTURE AND VALUES has been adopted, which includes capital allocation, the investment The Board expects all directors to act with integrity and to apply their budget and managing potential conflicts arising from investment in skill, care, due diligence and professional experience in deliberations other ICG-managed funds. In order to discharge their responsibilities regarding the Company’s business. The Board applies various practices effectively, directors have full and timely access to relevant information. and behaviours to ensure that its culture aligns with the Company’s purpose, values and strategy, including a robust annual review and COMPLIANCE WITH THE CODE regular consideration of our direction at Board meetings. Embedding The Board applies the principles of the 2019 Association of the Company’s culture in all its activities is a priority for the Board. Investment Companies Corporate Governance Code (‘AIC Code’), endorsed by the Financial Reporting Council. The Board is SUCCESSION PLANNING supportive of the AIC Code, which sets out a framework of best The Board’s tenure and succession policy seeks to ensure that the practice in respect of the governance of investment companies. Board remains well-balanced through the appointment of directors During the year, the Board considered the revised AIC Code, with a range of skills and experience, as well as promoting diversity published in August 2024, and is preparing to comply with the of gender, social and ethnic backgrounds, cognitive and personal revised principles and provisions. strengths. This is managed through the regular review of the Board composition and phased appointments of new directors. BOARD PERFORMANCE EVALUATION The Board has a formal process for the annual evaluation of its REGULAR MEETINGS performance and that of the Chair. In accordance with Provision 26 The Board, which meets at least four times each year, reviews the of the AIC Code, the Company undergoes an annual evaluation of Company’s investment Portfolio and investment performance and the Board’s performance as a whole, its Committees, the Chair and considers financial reports. There is also contact with the directors the individual directors. During the year, an external review was between meetings where this is necessary for the Company’s business. THE BOARD AT A GLANCE Number of Number in Percentage of Number of Percentage senior positions executive executive 1 Board members of the Board on the Board management management 3 50% 1 N/A N/A 3 50% 1 N/A N/A N/A N/A N/A N/A N/A Number of Number in Percentage of Number of Percentage senior positions executive executive 1 Board members of the Board on the Board management management 5 83.3% 2 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 1 16.7% 0 N/A N/A N/A N/A N/A N/A N/A | Key responsibilities Key responsibilities Key responsibilities | | | --- | --- | | CORPORATE GOVERNANCE REPORT: P44 CORPORATE GOVERNANCE REPORT: P44 | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 39 | | Reviewing the interim and annual Monitoring and evaluating the performance Selecting and proposing suitable candidates for Reviewing the effectiveness and scope Monitoring and evaluating the performance and Reviewing the risks to which the Company Overseeing compliance with regulatory AUDIT COMMITTEE MANAGEMENT ENGAGEMENT COMMITTEE NOMINATIONS COMMITTEE | | | financial statements. and remuneration of the Manager. appointment or reappointment to the Board. of the external audit. remuneration of other key service providers. is exposed and mitigating controls. and financial reporting requirements. Alastair Bruce (Chair) David Warnock (Chair) Adiba Ighodaro (Chair) REPORT OF THE AUDIT COMMITTEE: P52 | | | Gender representation Men Women Not specified/Prefer not to say Ethnicity representation White British or other White (including minority white groups) Mixed/Multiple ethnic groups Asian/Asian British Black/African/Caribbean/Black British Not specified/Prefer not to say STR A T EGIC REPO R T 1 Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director. The Company does not have a CEO or a CFO. | | BOARD OF DIRECTORS ## A diverse and experienced Board | JANE TUFNELL | DAVID WARNOCK | ALASTAIR BRUCE | | --- | --- | --- | | Chair | Senior Independent Non-Executive Director and | Independent Non-Executive Director | | | Chair of the Management Engagement Committee | and Chair of the Audit Committee | | BACKGROUND | BACKGROUND | BACKGROUND | | Jane Tufnell was appointed to the Board | David Warnock was appointed to the Board in | Alastair Bruce was appointed to the Board | | in 2019, became Chair in 2020 and was | 2020, and became Senior Independent Director | in 2018 and became Chair of the Audit | | Nominations Committee Chair until 30 April | in 2021. David co-founded the investment firm | Committee in 2019. Alastair was a Managing | | 2025. She started her career in 1986, joining | Aberforth Partners and was a partner for 19 | Partner of Pantheon Ventures between 2006 | | County NatWest, where she jointly ran the | years until his retirement from that firm in | and 2013, having joined the firm in 1996. | | NatWest Pension Fund’s exposure to UK | 2008. He has held non-executive directorships | During his tenure at Pantheon Ventures, | | smaller companies. In 1994 she co-founded | in several public and private companies and | Alastair was involved in all aspects of the | | Ruffer Investment Management Ltd where she | before Aberforth was with Ivory & Sime plc | firm’s business, particularly the management | | worked for over 20 years to build the business | and 3iGroup plc. David is currently Chair | of Pantheon International PLC (‘PIP’), the | | to an AUM of £20bn, before leaving in 2015. | of CT Global Managed Portfolio Trust plc | expansion of Pantheon Ventures’ global | | Jane is Senior Independent Non-Executive | and an active investor in a number of | platform and the creation of a co-investment | | Director of Aberforth Geared Value and Income | private companies. | business. Alastair is a non-executive director | | Trust plc and Schroders Capital Global | | of Fidelity China Special Situations PLC and | | Innovation Trust plc. She has served as a non- | | Barings Emerging EMEA Opportunities PLC. | executive director of a number of other entities. | EXPERIENCE | EXPERIENCE | EXPERIENCE | | --- | --- | --- | | Jane brings extensive financial services and | David brings extensive private equity, | Alastair brings over 25 years of private | | fund management experience to the Board. | investment trust and listed company experience | equity, investment management and financial | | She is a seasoned public company board member | to the Board. He worked for many years in | experience to the Board. Through his | | and chair, and has significant experience of all | private equity and served as a non-executive | involvement with the management of PIP, | | aspects of investment company management, | director of Patria Private Equity Trust plc. | he has extensive experience of managing | | governance and regulation. | He has been involved in all aspects of | a listed private equity vehicle. | investment trusts, either as a manager or as a non-executive director, for over 30 years. SKILLS AND EXPERIENCE MEETINGS Jane David Alastair Gerhard Adiba Janine Tufnell Warnock Bruce Fusenig Ighodaro Nicholls Board Audit MEC 8/8 3/3 1/1 8/8 3/3 1/1 8/8 3/3 1/1 8/8 3/3 1/1 8/8 3/3 1/1 8/8 3/3 1/1 The quorum for any Board meeting is two directors but attendance by all directors at each meeting is strongly encouraged. 40 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 Investment Private equity Asset UK corporate International Finance Audit Jane Tufnell David Warnock Alastair Bruce Gerhard Fusenig Adiba Ighodaro Janine Nicholls trusts management governance Board member GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON Audit Management Engagement Nominations GERHARD FUSENIG ADIBA IGHODARO JANINE NICHOLLS Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director and Chair of the Nominations Committee | BACKGROUND | BACKGROUND | BACKGROUND | | --- | --- | --- | | Gerhard Fusenig was appointed to the Board in | Adiba brings extensive expertise in global private | Janine Nicholls was appointed to the Board in | | 2019. Over the last 25 years, Gerhard has held | markets from over 30 years of experience, | 2022. She has more than 30 years’ experience | | a number of senior management roles including | including legal structuring, development finance, | in private equity and financial services and is | | the position of co-COO of Asset Management | private equity origination and investment. Adiba | currently COO of Snowball, a multi-asset | | and CEO of Core Investments at Credit Suisse, | is currently an Independent Non-Executive | impact investor. She previously held the same | | as well as Global Head of Fund Services at | Director on the board of Standard Chartered | role at private equity firms GHO Capital and | | UBS. Gerhard is a non-executive director of | Bank Nigeria Ltd where she chairs the Board | Hermes GPE. Prior to this, Janine held a | | SolvencyAnalytics AG. Former directorships | Credit Committee. Adiba is also a non-executive | number of direct, co-investment and primary | | include Standard Life Aberdeen PLC, Aberdeen | director on the boards of Polar Capital | funds’ investment roles and also held a number | | Asset Management PLC and Credit Suisse | Technology Trust plc and M-Kopa Holdings Ltd. | of related advisory board seats. | Insurance Linked Strategies Ltd. | EXPERIENCE | EXPERIENCE | EXPERIENCE | | --- | --- | --- | | Gerhard is highly experienced as an executive | Adiba brings extensive expertise in global private | Janine brings to the Board diverse financial, | | in the investment management sector and is | markets from over 30 years of experience, | investment and operational experience. | | also very familiar with board practices and | including legal structuring, development finance, | In addition to her private equity investment | | corporate governance requirements due to | private equity origination and investment. Adiba | experience, she has experience overseeing | | his range of board positions, including major | is currently an Independent Non-Executive | functions including Regulatory Compliance, | | listed companies. | Director on the board of Standard Chartered | Risk Management, Accounting, Human | | | Bank Nigeria Ltd where she chairs the Board | Resources and Investor Relations and has a | | | Credit Committee. Adiba is also a non-executive | broad perspective on the private equity | | | director on the boards of Polar Capital | industry. Janine is a Non-Executive Director | | | Technology Trust plc and M-Kopa Holdings Ltd. | on the board of Calculus Venture Capital Trust, | where she is Chair of the Audit Committee. Janine is a chartered accountant. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 41 COMMITTEE MEMBERSHIP STR A T EGIC REPO R T CORPORATE GOVERNANCE REPORT Composition and independence ### The Company is committed to appropriate standards The Board is comprised of six non-executive directors. There is no ### of corporate governance and the Board has applied Chief Executive Officer position within the Company as day-to-day ### the Principles and complied with the Provisions of management of the Company’s affairs has been delegated to the ### the AIC Code throughout the year. The AIC Code Manager. The Board regularly reviews the independence of its ### adapts the Principles and Provisions set out in the members and, having due regard to the definitions and current guidelines on independence under the Code, considers all directors ### UK Corporate Governance Code (the ‘Code’) issued to be independent. There are no relationships or circumstances ### by the Financial Reporting Council to make them relating to the Company that are likely to affect their judgement. ### more relevant for investment companies. Senior Independent Director CORPORATE GOVERNANCE David Warnock is the Senior Independent Director. He provides The Board considers that reporting against the Principles and support to the Chair in her role leading the Board while also Provisions of the AIC Code provides more relevant information providing his challenge and acting as a conduit for any points to shareholders. The Board remains cognisant of the provisions to be raised in respect of the Chair. of the Code. A copy of the AIC Code and the Code can be obtained Induction and training from the websites of the Association of Investment Companies Board training is provided regularly to ensure that Board members (www.theaic.co.uk) and of the Financial Reporting Council are well placed to conduct their role. New Board members receive (www.frc.org.uk) respectively. a formal induction on all aspects of the Company’s business. The Board subscribes to the view that long-serving directors Performance evaluation should not be prevented from forming part of an independent The Board reviews its own performance annually. The assessment majority. It does not consider that a director’s tenure necessarily covers the effectiveness and performance of the Board as a whole, reduces his or her ability to act independently and, following the Board Committees and an evaluation of each director. This formal performance evaluations, believes that each of the directors process helps ensure that the Board’s operations remain aligned is independent in character and judgement and that there are with the culture, purpose and values of the Company. no relationships or circumstances which are likely to affect During the year, an external effectiveness review was conducted their judgement. by Board Level Partners (‘BLP’), an independent consultancy, The Board considers that the tenure profile of the Board, through a structured interview process. There is no other represented by the length of service of each of its directors, commercial connection between the Company and BLP. BLP is appropriately balanced such that Board succession and renewal received briefings from the Chair before reviewing all Board and planning are managed over the medium to longer term. The Committee materials from the prior year, met with each director composition of the Board continues to include directors who as well as a number of employees of the Manager who regularly bring an appropriate mix of skills, experience, expertise and present to, engage with or observe meetings of the Board. BLP diversity (including gender diversity) to Board decision-making. also attended Board and Committee meetings as silent observers. All of the Company’s directors will seek re-election at each Annual A formal written report was presented to the Board, which General Meeting. The terms and conditions of appointment of concluded overall that the Board functions well, that discussions the non-executive directors will be available for inspection at the are transparent and clear, and that relationships between Board Annual General Meeting. members are respectful. As part of its review, BLP conducted an appraisal of the Chair and delivered its findings in a formal written Each non-executive director is appointed by a letter of report to the Senior Independent Director. It also presented appointment on an ongoing basis and subject to election or individual confidential reports on each director to the Chair. re-election at the Company’s Annual General Meeting. A non- The evaluation reported that progress had been achieved in addressing executive director will only be proposed for re-election at an several major strategic issues, including the refreshment of the Board, Annual General Meeting if the Board is satisfied with the non- the establishment of a Management Engagement Committee, the executive director’s performance, independence and ongoing implementation of additional measures to optimise shareholder time commitment. returns, a revision of the Company’s three objectives, an improved The Directors’ Remuneration Report, including the Directors’ management fee agreement, and an enhanced sales and marketing Remuneration Policy, can be found on page 48. programme. It concluded that the Board oversees the management of the Company effectively and has the skills and expertise to The Company is also subject to the Alternative Investment Fund protect stakeholders’ interests. Its directors offer diverse but Managers Directive (‘AIFMD’) and has a Management Agreement complementary skills and experience of private equity, listed with the Manager to act as its Alternative Investment Fund companies and financial markets in the UK and overseas, and Manager (‘AIFM’). Aztec Financial Services (UK) Limited acts as its challenge the Manager constructively. All directors make a useful Depositary, in accordance with the requirements of the AIFMD. contribution to the Board commensurate with their experience The Board is mindful of the Parker Review report update on and skills. ethnic diversity, setting out progress and asking all FTSE 350 While the evaluation did not highlight any material weakness or companies to set themselves a new target for ethnic diversity concerns, it identified some areas for focus in the future, including at senior management level to be achieved by December 2027. the support services provided to the Board by ICG plc, long-term The Company has not set targets for ethnic diversity at senior succession planning, shareholder communications and Board management level as the Company does not have any executive dynamics. The Board evaluation also considered the activities of the staff, however the Board has encouraged the Manager to Nominations, Audit and Management Engagement Committees, continue to integrate diversity and inclusivity into its recruitment and concluded that the Committees were operating effectively and retention policy. with the right balance of membership, experience and skills. 42 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON The Board discussed the report and agreed a number of follow up The Board meetings follow a formal agenda, which is approved by actions, including: the Chair and circulated by the Company Secretary in advance of the meeting to all the directors and other attendees. At each Board • continuing to improve the support services provided to the meeting every agenda item is considered against the Company’s Board by ICG plc; strategy, its investment objectives and its investment policy. • additional improvements to Board papers to enhance discussions about risk; A typical agenda includes: • further consideration to be given to long-term succession plans; • a review of investment performance; • the introduction of occasional Board-only events to enhance • a review of investments and divestments and asset management Board dynamics, following a period of Board refreshment; and initiatives in progress; • further improvements to the sales and marketing programme • an update on investment opportunities available in the market to enhance communications with retail investors. and how they fit within the Company’s strategy; All specified actions are underway and a number have been completed. • consideration of any investment opportunities above a specified size; • a review of the Company’s financial performance; Directors’ time commitments • a review of the Company’s financial forecasts, cash flow and The Company has a policy of ensuring that all non-executive ability to meet targets, including stressed scenarios and directors of the Company have sufficient time to commit to the sensitivity analyses; respective duties and responsibilities applicable to their particular Board roles. When making new appointments, the Board takes • a review of the Company’s financial and regulatory compliance; into account other demands on potential candidates’ time and • a review of any conflicts of interest, including the consideration prior to appointment any significant commitments are disclosed of investments which may amount to a conflict of interest; with an indication of the time involved. In the year under review • updates on shareholder and stakeholder relations; the Board assessed the time commitment of each individual • updates on the Company’s capital market activity; and director on external appointments. Each director’s aggregate time • specific regulatory, compliance or corporate governance updates. commitment is discussed with him or her as part of the annual Board meetings also include a number of presentations from the appraisal process. In the year under review, all directors were Manager. Board papers are disseminated to the directors via a secure considered to have sufficient time to commit to their respective online platform for reasons of efficiency and cyber security. The online roles on the Board, taking account of their external appointments. platform is also used to store relevant Company documentation, Board diversity as it provides the directors with quick and secure access. There are currently three female and three male directors Company Secretary on the Board. The Board considers all candidates for Board The directors also have access to the advice and services of the appointments and does not discriminate based on gender Company Secretary, Andrew Lewis, Head of Secretariat, Meirion or any other factor, making appointments based on the skills Morgan, and ICG’s Company Secretariat function (on behalf of and experience of the candidates. ICG FMC Limited). The Board is aware of the requirements of the Listing Rules in Insurance and indemnities respect of gender and ethnic diversity and confirms that it has During the year under review, the Board has maintained met the target of having at least 40% female membership on appropriate insurance cover in respect of legal action against the Board, one senior Board position is held by a woman (Chair) the directors. The policy does not cover dishonest or fraudulent and at least one individual on the Board is from a minority ethnic actions by the directors. background. Diversity is one of the key considerations when directors are appointed to the Board, and is factored in to all Stewardship searches for new directors. Gender and ethnicity data relating The Company seeks to make investments in funds and companies to the Board was collected using a standardised process and which are well-managed with high standards of corporate managed by the Company Secretary. Each Board member was governance. The directors believe this creates the proper requested to disclose information on a confidential and voluntary conditions to enhance long-term shareholder value. The exercise basis, through which the individual self-reports their ethnicity and of voting rights attached to the Company’s Portfolio has been gender identity (or specifies they do not wish to report such data). delegated to the Manager. However, the Board will be informed of any sensitive voting issues involving the Company’s investments. Role of the Board It is the responsibility of the Board to ensure that there is Conflicts of interest effective stewardship of the Company’s affairs. Strategic issues The Company has adopted a policy requiring all directors to are determined by the Board, a formal schedule of operational disclose other positions and also any other matter which may matters reserved for the Board has been adopted in order to give rise to a conflict. Such conflicts can then be considered by the enable it to discharge its responsibilities, and directors have full other directors and, if necessary, either approved or not approved. and timely access to relevant information. Currently there are no material conflicts in respect of any director. There is an agreed procedure under which directors, wishing Manager policies to do so in the furtherance of their duties, may take independent The Manager has policies and processes in place, including professional advice at the Company’s expense. those over the following areas. Regular training is provided for all Manager employees. The Board has reviewed these processes In the event that any directors are unable to attend Board and and found them to be adequate: anti-bribery and corruption policy; Committee meetings, the relevant directors will be contacted whistleblowing policy; and environmental policy. by the Chair before and/or after the meeting to ensure they were aware of the issues being discussed and to obtain their input. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 43 STR A T EGIC REPO R T CORPORATE GOVERNANCE REPORT CONTINUED COMMITTEES Engagement with service providers Nominations Committee The Board operates in an open and co-operative manner with All of the directors serve on the Nominations Committee which the Company’s stakeholders, particularly in light of the long-term meets when necessary to select and propose suitable candidates nature of the Company’s investment proposition. The Board for appointment or reappointment to the Board. During the year, expects the Company’s third-party service providers, particularly Jane Tufnell chaired the Committee (save in respect of matters the Manager who is responsible for the management of the relating to the Chair of the Board, when it is chaired by the Senior Company’s Portfolio, to uphold the same values as the Board. Independent Director). The Board approved the appointment of To this end, the Board (via the MEC) includes consideration of Adiba Ighodaro as Committee Chair on 30 April 2025, principally the Manager’s corporate culture, as far as practical or possible, to promote independence when the succession of the Chair of the as part of the overall assessment of the service provided to it. Board is considered. When making an appointment, the Board Stakeholder engagement considers the existing composition of the Board to determine areas Please see page 22 for further details. which require strengthening. Independent external consultants are used to help identify a shortlist of candidates. INTERNAL CONTROLS The Committee is mindful of all forms of diversity in its processes, The Board, at least annually, assesses the internal controls of the and does not discriminate based on gender or any other factor when Manager. There have been no material adverse findings from this considering candidates. The Board is aware of the requirements of review. Please see page 52 for details of this in the Report of the the Parker Review in respect of ethnic diversity and acknowledges Audit Committee. the importance of all forms of diversity. Diversity is one of the key SHAREHOLDER RELATIONS considerations when directors are appointed to the Board, and is The Company’s Annual Report and Accounts and Interim Report factored into all searches for new directors. contain a detailed review of performance and of changes to the The Committee has adopted a succession plan to ensure that investment Portfolio, our regular factsheets, contain updated succession matters continue to be appropriately considered over information in a more abbreviated form, and the latest Company the coming years. The long-term plan takes account of the potential presentations, and are made available to shareholders through future retirements of directors who reach nine years of service and the Company’s website (www.icg-enterprise.co.uk). the skills that they bring which will need replacement, and envisages Quarterly releases in respect of the Company’s performance are that successors will be sought ahead of such retirements to allow announced to the market and available to shareholders. At the for an appropriate handover period with minimal disruption. Annual General Meeting, a presentation is made by the Manager Remuneration Committee and investors are given an opportunity to question the Chair, the As the Board is comprised solely of non-executive directors, other directors and the Manager. the Company does not have a Remuneration Committee. The determination of the directors’ fees is dealt with by the Communication with shareholders is given a high priority by the whole Board. Board. The Manager and all directors, and in particular the Chair and Senior Independent Director, are available to enter into Please see page 48 for the Directors’ Remuneration Report. dialogue with shareholders. The Manager holds regular discussions Audit Committee with analysts and existing and potential institutional shareholders The activities of the Committee were considered as part of the and values the feedback obtained in this manner. external effectiveness review conducted by BLP and completed A structured programme of shareholder presentations by the in accordance with standard governance arrangements as Manager to institutional shareholders takes place following the summarised on page 38. BLP found that the Committee functioned publication of the Annual Report and quarterly results. In addition, well, with the appropriate balance of membership, skills and Board members are available to meet institutional shareholders. experience, so contributing to ICG Enterprise’s long-term success. The Board receives regular updates from the Company’s broker Please see page 52 for the Report of the Audit Committee. and is kept informed of all material discussions with investors and Management Engagement Committee analysts which helps the directors develop their understanding In accordance with industry good practice, in February 2021 of shareholders’ views and expectations. the Company formed a Management Engagement Committee A detailed list of the Company’s shareholders is reviewed at each (‘MEC’) to review the activities of the Manager and other key Board meeting. service providers. The MEC meets at least annually, is chaired by the Senior Independent Director and is comprised of all of the Directors can be contacted via the registered office of the directors. The Committee held its annual review of all key service Company (see the Shareholder information section on page 90). providers in October 2024. It conducted a detailed review of the performance of all key service providers, including the Manager. A number of follow-up actions were agreed, however, the Jane Tufnell Committee concluded that in all material respects all service Chair providers were performing to the required standards. 7 May 2025 44 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## REPORT OF THE DIRECTORS The directors present their report and the audited financial statements for the year ended 31 January 2025. The Report of the Directors should be read in conjunction with the Strategic Report (pages 1 to 37) and the Report of the Audit Committee (page 52). ### STATUS OF THE COMPANY ICG Enterprise Trust Plc (the 'Company') is an investment company as defined by Section 833 of the Companies Act 2006 and is registered and domiciled in England (number 1571089). During the year under review the Company carried on the business of an investment trust. The Company will continue to be an investment trust provided it continues to satisfy the conditions of Section 1158 of the Corporation Tax Act 2010. The Company has continued to direct its affairs with the objective of retaining such approval. The Company's shares are eligible for tax-efficient wrappers such as Individual Savings Accounts ('ISAs'), Junior ISAs and Self Invested Personal Pensions ('SIPPs'). ### SIGNIFICANT SHAREHOLDINGS Information provided to the Company pursuant to the Disclosure Guidance and Transparency Rules ('DTRs') is published on a Regulatory Information Service and on the Company's website. As at 31 January 2025, the Company has not been notified of disclosures by significant shareholders in accordance with Rule 5 of the DTRs. In the period from 31 January 2025 to the date of this report, the Company has not been notified of any changes to significant shareholdings. ### SHAREHOLDERS The Company has a significant retail shareholder base, largely held via retail platforms. The holdings of the three largest retail platforms on the Company's share register are disclosed below, following an analysis of the Company's shareholders as at 31 January 2025. | Holding | % holding | | --- | --- | | Columbia Threadneedle Investments Saving Schemes | 32.0 | | Interactive Investor | 7.4 | | Hargreaves Lansdown | 6.1 | ### INVESTMENT POLICY The Company's investment policy is set out on page 91. The policy has not changed since last year. No material change will be made to the investment policy without prior shareholder approval. ### PURCHASE OF SHARES The Company has the authority, subject to various terms as set out in its Articles and in accordance with the Companies Act 2006, to acquire up to 14.99% of the shares in issue. The Company intends to renew this authority annually. During the course of the year, the Company purchased 2,912,675 shares, with an aggregate nominal value of £291,267.50, for an aggregate amount of £35,851,378, representing 4% of the issued share capital of the Company on 31 January 2025. These shares were held in treasury. On 30 April 2025, the Company cancelled all its shares held in treasury. ### DIVIDEND Quarterly dividends in respect of the year ended 31 January 2025 were paid on 30 August 2024 (8.5 pence per share), 29 November 2024 (8.5 pence per share) and 28 February 2025 (8.5 pence per share) for a total of 25.5 pence per share. A final dividend of 10.5 pence per share will, if approved, be paid on 18 July 2025 to holders of ordinary shares on the register at the close of business on 4 July 2025. This would bring the total dividend for the year to 36 pence per share. ### DIRECTORS All of the directors listed on page 40 held office throughout the year and up to the date of signing the financial statements, and all directors will stand for re-election at the forthcoming Annual General Meeting. Gerhard Fusenig is resident in Switzerland. All of the other directors of the Company are resident in the UK. The directors' biographical details demonstrate the wide range of skills and experience that they bring to the Board. The Board has decided that all directors will submit themselves for re-election every year. A thorough review of all directors standing for re-election has been conducted. The review concluded that all directors bring valuable skills and experience to the Board and continue to operate effectively, and accordingly are recommended for re-election. ### MANAGER ICG Alternative Investment Limited ('ICG' or the 'Manager') is the manager of the Company. ICG is authorised as an Alternative Investment Fund Manager and is regulated by the Financial Conduct Authority. The Manager provides investment management, company secretarial and general administrative services to the Company under a Management Agreement. This agreement can be terminated by either party giving not less than one year's notice. The investment management fee payable under this agreement is calculated as 1.4% of the investment Portfolio and 0.5% of outstanding commitments to funds in their Investment Periods, in both cases excluding the funds managed directly by ICG (see note 18 on page 81) and by the former manager of the Company, Graphite Capital (see page 46). This fee is subject to cap at 1.25% of Net Asset Value ('NAV') up to £1.5bn of NAV, 1.10% on NAV in excess of £1.5bn and below £2.0bn, and 1.0% of NAV in excess of £2.0bn. The effective management fee charged by the Manager in the year was 1.25% of the Company's net assets and the Company's Ongoing Charges ratio was 1.38% as calculated in accordance with AIC guidance and as shown in the Glossary. Further information around cost disclosures can be found in the Company's Key Information Document on the Shareholder resources section of the Company's website. For the ICG-managed funds (see note 16 on page 76) the annual management charge is between 1.3% and 1.5% of original commitments for funds in their Investment Period, and between 0.8% to 1.5% of unrealised cost for funds where their Investment Period has ended. For the Graphite-managed funds the annual management charge is 2% of original commitments for funds in their Investment Period, and between 1% to 2% for funds where their Investment Period has ended. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 45 REPORT OF THE DIRECTORS CONTINUED INVESTMENTS IN GRAPHITE CAPITAL FUNDS (FORMER MANAGER) 31 January 2025 31 January 2024 | | | Original | Remaining | | | | | Original | Remaining | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | commitment | | commitment | | Fair value | | commitment | | commitment | | Fair value | | | Fund | | £’000 | | £’000 | | £’000 | | £’000 | | £’000 | | £’000 | Graphite Capital Partners IX 30,000 2,281 18,366 30,000 4,525 15,921 Graphite Capital Partners VIII 40,000 3,113 15,517 40,000 899 22,742 Graphite Capital Partners VIII Top Up Fund 20,000 1,011 3,742 20,000 1,295 4,678 Graphite Capital Partners VII 35,138 456 6,720 35,138 456 6,309 Total 125,138 6,861 44,345 137,453 7,174 49,650 The charges and incentive arrangements for both ICG and CO-INVESTMENT INCENTIVE SCHEME Graphite-managed funds are at the same level as those paid ICG and certain of its executives and, in respect of certain historical by third-party investors in the funds. investments, the executives and connected parties of the Former Manager (together the ‘Co-investors’), are required to co-invest The Board reviews the activities and performance of the Manager alongside the Company (other than in investments made in funds on an ongoing basis and reviews the investment strategy annually. managed by the Manager or the Former Manager), for which they The Board reviews the Company’s investment record over short are entitled to a share of investment profits if certain performance and long-term periods, taking into account factors including the hurdles are met, as set out below: Net Asset Value per Share and the share price as well as the • The Co-investors are required to contribute 0.5% of the cost general competence of the Manager. of every new fund investment (excluding those investments The Board also considers the performance of the Manager in carrying made by Graphite Capital funds, and any ICG fund investments out its company secretarial and general administrative functions. made after 1 February 2016) and Direct Investment made by the Company. In addition, the Audit Committee carries out a formal assessment • If such an investment has generated at least an 8% per annum of the Manager’s internal controls and risk management systems compound return in cash to the Company (the ‘Threshold’), the every year. Co-investors are entitled to receive 10% of the Company’s total The Board has contractually delegated responsibility for management gains from that investment inclusive of return of cost, out of of the investment Portfolio and the provision of accounting and future cash receipts from the investment. company secretarial services to the Manager. Custody of unquoted Further details of these arrangements can be found in note 9 securities has been contractually delegated to an FCA regulated to the financial statements. third-party custodian, Aztec Financial Services (UK) Limited (‘Aztec’). CAPITAL Aztec has also been appointed the Company’s Depositary, in As at 31 January 2025, 72,913,000 ordinary shares of 10 pence accordance with the Alternative Investment Fund Managers each were in issue and fully paid. The Company did not hold shares Directive. Custody of quoted securities has been contractually held in treasury as at 30 April 2025, being the latest practical date delegated to an FCA regulated third-party custodian, Charles Stanley before publication of this document. & Co Limited, although Aztec retains liability for safeguarding in respect of these assets. The performance of these third parties is Resolutions will be proposed at the forthcoming Annual General overseen by the Board as part of its regular reviews of the Manager. Meeting to: Based on the above, it is the Board’s opinion that the continuing • allot up to a maximum of 21,184,730 ordinary shares of 10p each, appointment of ICG as Manager of the Company on the agreed representing 33% of the Company’s issued share capital (excluding terms is in the best interests of shareholders as a whole. shares held as treasury shares) as at 30 April 2025; and • disapply pre-emption rights on up to 10% of the issued share capital (excluding shares held as treasury shares) to enable the Board to re-issue any ordinary shares held in treasury without having first to offer them to all existing shareholders; and to renew the directors’ authority to buy back up to 9,526,773 ordinary shares (being 14.99% of the issued share capital (excluding shares held as treasury shares as at 30 April 2025)) subject to the constraints to be set out in the proposed resolution. The authority will be used where the directors consider it to be in the best interest of shareholders. It is the current intention of the Board that any shares thus purchased would be held as treasury shares. 46 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON GREENHOUSE GAS EMISSIONS INDEPENDENT AUDITORS The Company has no employees and no premises, and therefore As set out in the Report of the Audit Committee, Ernst & has no greenhouse gas emissions to report, nor does it have Young LLP were appointed as auditors for the year ended responsibility for any other emissions-producing sources under 31 January 2025 at the Annual General Meeting in 2024 and the Companies Act 2006 (Strategic Report and Directors’ Reports) are recommended for reappointment by the Audit Committee. Regulations 2013 and the Streamlined Energy and Carbon A resolution reappointing them and authorising the directors Reporting (‘SECR’) requirements. to determine their remuneration will be submitted at the Annual General Meeting. TRANSFER OF SHARES AND VOTING RIGHTS All ordinary shares have equal voting rights. There are no INCORPORATION BY CROSS REFERENCE restrictions concerning the transfer of securities in the Company, Certain information required to be disclosed in the Report of the no special rights with regard to control attached to securities, no Directors is shown within other sections of the Annual Report and agreements between holders of securities regarding their transfer Accounts. Please refer to the Report of the Directors on page 45. known to the Company, and no agreement to which the Company is party that affects its control following a takeover bid. ANNUAL GENERAL MEETING The Annual General Meeting will be held on 24 June 2025. The Company’s Articles of Association may be amended by Further details will be provided in the Notice of Meeting to special resolution of the shareholders in a General Meeting. be circulated to shareholders. Holders of ordinary shares enjoy the rights set out in the Articles of Association of the Company and under the laws of England and By order of the Board: Wales. Any share may be issued with or have attached to it such rights and restrictions as the Company by ordinary resolution or, failing such resolution, the Board may decide. Andrew Lewis On behalf of ICG FMC Limited DISCLOSURE OF INFORMATION TO AUDITORS 7 May 2025 Each of the persons who are 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 the Company’s auditors are unaware; and • each director has taken all the steps that he or she ought to have taken as a director in order to become aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. The confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 47 STR A T EGIC REPO R T DIRECTORS’ REMUNERATION REPORT REMUNERATION COMMITTEE As the Board is comprised solely of non-executive directors, the Company does not have a Remuneration Committee. The determination of the directors’ fees is dealt with by the whole Board. STATEMENT BY THE CHAIR In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Company presents its Remuneration Policy and Remuneration Report separately. The Remuneration Policy sets out how the Company proposes to pay the directors, including each element of remuneration that the directors are entitled to, and how this supports the Company’s long-term strategy and performance. All provisions of this policy are expected to remain in effect until the Annual General Meeting in 2026 when the Company is next required to submit its policy on the remuneration of its directors to the members. The Remuneration Report sets out how the Remuneration Policy has been implemented in the year. In accordance with the Remuneration Policy set out below, the Board performs an annual review of directors’ fees. The fees payable to the directors for the year ended 31 January 2026 were considered in January 2025. An increase in fees of 3% was applied, reflecting inflation and market comparables. TABLE OF REMUNERATION BY ROLE | | | Year ended | | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2026 | | | 31 January 2025 | | | 31 January 2024 | | | | Role | | | £ | | | £ | | | £ | Chair of the Board 76,100 73,900 71,020 Chair of the Audit Committee 61,500 59,700 57,378 Senior Independent Director and Chair of MEC 60,500 58,700 46,407 1 Directors’ fees 49,700 48,300 46,407 1 The fee includes all fees payable for service as a director and a member of the Audit Committee and the MEC. REMUNERATION POLICY It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable to non-executive directors in the wider industry, the role that individual directors fulfil, the time committed to the Company’s affairs and the limits stated by the Company’s Articles of Association. It is not the Company’s policy to include an element of performance related pay; all fees are paid in cash rather than any other instrument. This Remuneration Policy was approved at the 2023 Annual General Meeting. The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable to the directors to a total of £410,940 per annum. The limit in the Articles increases annually in line with inflation and would also increase pro-rata in the event of an additional appointment increasing the number of Board members. The level of fees for directors is reviewed annually by the Board. The Board considers the Remuneration Policy to be effective in supporting the short and long-term strategic objectives of the Company by ensuring that the Company continues to be able to recruit and retain non-executive directors who are suitably qualified and experienced to supervise the Company’s affairs. 48 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON Share price performance The Company’s performance is compared to the FTSE All-Share Index Total Return as this is considered to be the most appropriate comparator index. 1 Share price performance 1 On a total return basis (i.e. including the effect of re-invested dividends). Indexed to a starting point of £100. Service contracts It is not the Company’s policy to enter into service contracts with its directors. No director has a service contract with the Company. The directors each serve under a letter of appointment. Notice period and loss of office payment policy The directors are subject to a notice period of one month unless removed by a resolution at a General Meeting or pursuant to any provision of the Articles of Association. It is not the Company’s policy to enter into arrangements that entitle any of the directors to compensation for loss of office. No director is entitled to any such compensation. Statement of consideration of conditions elsewhere in the Company The Company has no employees. Therefore the Company cannot take into account the pay and employment conditions of its employees when setting and implementing the Remuneration Policy. Statement of consideration of shareholder views The Company places great importance on communication with its shareholders. The Board confirms that no negative views were expressed in relation to its Remuneration Policy during the year. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 49 STR A T EGIC REPO R T DIRECTORS’ REMUNERATION REPORT CONTINUED DIRECTORS’ REMUNERATION REPORT The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, this is indicated below. The directors were not entitled to any loss of office payments, pension benefits, share options or other incentives in the year ended 31 January 2025 (2024: £nil). Relative importance of spend on pay The following table compares the remuneration paid to the directors with aggregate distributions to shareholders in the year to 31 January 2025 and the prior year. This disclosure is a statutory requirement. However, the directors consider that this comparison is not meaningful as (a) the Company has no employees, and (b) its objective is to provide shareholders with long-term capital growth, and share buybacks and dividends form only a small part of total shareholders’ returns. | | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2025 | | | 31 January 2024 | | | | Components of remuneration package | | | £’000 | | | £’000 | Directors’ remuneration 340 316 | | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2025 | | | 31 January 2024 | | | | Shareholder distributions | | | £’000 | | | £’000 | Dividends paid 22,308 21,694 Share buybacks 35,851 13,068 Total distributions to shareholders 58,159 34,762 Remuneration in the year (audited) 1 | | | Fees Expenses | | | | | Total Change in annual fee over years ended 31 January | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | 2024 | 2025 | 2024 | 2025 | | 2024 | | Name | £’000 | | £’000 | £’000 | £’000 | £’000 | | £’000 2025 2024 2023 2022 | 2 Jane Tufnell 74 71 — — 74 71 4% 9% 3% 22% Alastair Bruce 60 58 — — 60 58 4% 9% 4% 19% 3 David Warnock 59 46 — — 59 46 26% 9% 5% 504% 4,5 Gerhard Fusenig 48 46 3 3 51 49 4% 4% 9% 7% 3 Adiba Ighodaro 48 46 — — 48 46 4% 85% N/A N/A 3 Janine Nicholls 48 46 — — 48 46 4% 85% N/A N/A Total 337 313 3 3 340 316 1 Expenses are a taxable benefit. 2 Joined the Board in June 2019 and served for part of the year ended 31 January 2020. 3 Joined the Board in July 2022 and served for part of the year ended 31 January 2023. 4 Joined the Board in September 2019 and served for part of the year ended 31 January 2020. 5 Gerhard Fusenig is resident in Switzerland and the Company has agreed to pay for his costs of travel to London (including appropriate accommodation) to attend meetings of the Board. 50 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVERNANCE FIN A NCIA L STA T E MENT S OTH E R IN F O RMA T I ON Directors’ shareholdings and share interests (audited) The beneficial interests of the directors in the shares of the Company are shown below. There is no requirement for the directors to own securities of the Company. Save as disclosed below, no director had any notifiable interest in the securities of the Company. | | | Year ended | | Year ended | | --- | --- | --- | --- | --- | | | 31 January 2025 | | 31 January 2024 | | | Name | Number of shares | | Number of shares | | Jane Tufnell 31,025 31,025 David Warnock 30,000 30,000 Alastair Bruce 30,000 30,000 Gerhard Fusenig 26,000 26,000 Adiba Ighodaro 800 800 Janine Nicholls 2,219 2,219 Total 120,044 120,044 As at 7 May 2025, the beneficial interests of the Directors in the shares of the Company amounted to 123,208 shares. The Portfolio Manager, Oliver Gardey, holds 68,690 shares in the Company, which have been acquired in the open market at market rates. In aggregate, and including the Portfolio Manager, employees of ICG hold a total of 147,039 shares in the Company, which were also acquired in the open market at market rates. The Company does not compensate any employees of ICG through the issuance of shares, nor does it offer employees of ICG the opportunity to acquire shares in the Company at preferential prices. In addition, participants in the Co-investment Incentive Scheme, including current employees of ICG, are required to contribute 0.5% of the cost of every new fund investment (see page 46 for more detail). Statement of shareholder voting The Remuneration Policy was last approved at the Annual General Meeting on 25 June 2023, with the following proxy votes cast: Votes Number % For 19,609,662 98.31 Against 337,645 1.69 Withheld 141,491 — At the Annual General Meeting held on 25 June 2024, a resolution to approve the Directors’ Remuneration Report for the year ended 31 January 2024 was passed with the following proxy votes cast: Votes Number % For 18,495,681 98.87 Against 212,326 1.13 Withheld 134,542 — The Board does not consider the numbers of votes against these resolutions to be significant. Resolution to approve Directors’ Remuneration Report A resolution to approve the Remuneration Report for the year ended 31 January 2025 will be put to the members at the forthcoming Annual General Meeting. On behalf of the Board: Jane Tufnell Chair 7 May 2025 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 51 STR A T EGIC REPO R T REPORT OF THE AUDIT COMMITTEE INTRODUCTION All Board members currently serve on the Audit Committee. As set out on page 40, the members of the Committee have a range of recent and relevant financial experience. They also have relevant experience in the sector in which the Company operates. The Committee operates within written terms of reference, which are available within the Corporate governance section of the Company’s website www.icg-enterprise.co.uk, clearly setting out its authority and duties. The primary role of the Committee is to review the interim and annual financial statements, the effectiveness and scope of the external audit, the risks to which the Company is exposed and mitigating controls, and compliance with regulatory and financial reporting requirements. The Committee also provides advice to the Board on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable. The Committee meets at least three times a year. A quorum is KEY RESPONSIBILITIES any two of the members of the Committee but full attendance Reviewing the interim and annual financial statements, at each meeting is strongly encouraged. the effectiveness and scope of the external audit, the risks to which the Company is exposed and mitigating Three meetings were held in the financial year, and all were controls, and compliance with regulatory and financial quorate. The Company’s auditors, Ernst & Young LLP (‘EY’), reporting requirements. attended all meetings. The Committee also has direct access to the auditors as necessary at other times and the opportunity COMMITTEE MEMBERS to meet the auditors without the Manager being present. Alastair Bruce (Chair of the Committee) In addition to the key responsibilities noted, the Committee Gerhard Fusenig considered the independence of the auditors. Adiba Ighodaro SIGNIFICANT JUDGEMENTS IN RELATION TO THE FINANCIAL STATEMENTS Janine Nicholls Valuation of investments Jane Tufnell In its review of the financial statements, the Committee considers whether the Company’s investments are fairly valued. David Warnock The valuation of investments is predominantly based on third- party managers’ valuations. The Committee discussed the COMMITTEE ACTIVITIES valuation process and governance in detail with the Manager Oversight of audit conducted by the Company’s auditors and reviewed the plan of the external auditors to ensure that Continued review and scrutiny of valuations it was appropriately designed to provide assurance over the valuation of the investments. The Committee has been satisfied with the process established by the Manager. The Manager reported the results of the valuation process, including the sources of valuation information and the methodologies used. The auditors separately reported the results of their audit work to the Committee. The Committee concluded that the valuation process had been properly carried out and that the investments had been fairly valued in accordance with UK-adopted International Accounting Standards, in line with International Private Equity and Venture Capital Valuation Guidelines. icgam.com Find out more about our Audit Committee — Terms of Reference. 52 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **Going concern and viability** In order to support the Board in determining that it is appropriate to continue to adopt the going concern basis of preparation of the Company's financial statements, the Committee has challenged and assessed the key assumptions underpinning that decision. This included: - an assessment of the Company's business activities, as set out in the Chair's statement on page 4 and the Manager's review on page 14; - the Company's principal risks and their mitigants, as noted on page 33; and - the Company's ability to manage its liquidity and overcommitment levels over the period of 12 months and longer from the date of this report, incorporating the Company's balance sheet and cash flow projections provided by the Manager. These projections included scenarios with varying levels of investment gains and losses, fund drawdowns and realisations, availability of the credit facility, and possible remedial action that the Company could undertake if required in the event of significant valuation declines and/or reductions in liquidity. Further details around liquidity risk and overcommitment risk are detailed in note 17 on page 79 within the notes to the financial statements. Accordingly, the Committee was satisfied that the going concern basis of accounting remained appropriate for the Company. # **FAIR, BALANCED AND UNDERSTANDABLE** Following a thorough review, and discussion with the Manager and the auditors, the Committee has advised the Board that the Annual Report and Accounts for the year ended 31 January 2025, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. # **INTERNAL CONTROLS AND NEED FOR AN INTERNAL AUDIT FUNCTION** The Board has overall responsibility for the Company's systems of internal controls and for reviewing their effectiveness. The purpose of the controls is to ensure that the assets of the Company are safeguarded, proper accounting records are maintained and the financial information used within the business and for publication is reliable. The Committee regularly reviews, identifies and evaluates the risks taken by the Company to allow them to be appropriately managed. All of the Company's day-to-day management functions are delegated to the Manager, which has its own internal control and risk monitoring arrangements. The Committee makes a regular assessment of these arrangements with reference to the Company's risk matrix. The Committee also received a report, based on agreed-upon procedures, from the Manager's internal audit function. In accordance with the Alternative Investment Fund Managers Directive ('the Directive'), the Company has appointed Aztec Financial Services (UK) Limited ('the Depositary') as depositary. The Depositary's responsibilities include the monitoring of the cash flows of the Company, the safekeeping of the Company's assets, and the general oversight of the Company including its compliance with its investment policy. The Audit Committee has reviewed the Depositary's reports for the period from 1 February 2024 to 31 January 2025, that set out the testing and procedures carried out by the Depositary to satisfy itself that it is fulfilling its obligations, and that the Company was operating in accordance with the Directive. The reports did not identify any issues. The Committee considers, therefore, that an internal audit function specific to the Company is unnecessary. # **AUDIT INDEPENDENCE AND EFFECTIVENESS** EY were reappointed as auditors for the year ended 31 January 2025 at the Annual General Meeting in June 2024. The Company has complied with the terms of the September 2014 Competition and Markets Authority Order, including in respect of audit tendering. EY were first appointed as auditors for the year ended 31 January 2021. The Audit Committee has reviewed the provision of non-audit services and believes them to be cost-effective and not an impediment to the auditors' objectivity and independence. Details of the total fees paid to EY by the Company are set out in note 4 to the financial statements. In the year ended 31 January 2024, £71k (2024: £53k) was payable to the auditors in respect of non-audit services; these services were the review of the Interim Statement and Agreed upon Procedures over the operation of the Co-investment Incentive Scheme. It has been agreed that all non-audit work to be carried out by the external auditors must be approved in advance by the Audit Committee, and in line with the latest guidelines for the provision of non-audit services by the Company's auditors. The Committee reviews the performance of the auditors each year. The Committee considers a range of factors including the quality of service, their expertise and the level of audit fee. The Committee has been pleased with the work undertaken by both the Manager and EY. The Committee accordingly recommends that Ernst & Young LLP be appointed auditors for the year ending 31 January 2026. I would be pleased to discuss the work of the Committee with any shareholder. **Alastair Bruce** Chair of the Audit Committee 7 May 2025 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 53 STATEMENT OF DIRECTORS’ RESPONSIBILITIES The directors are responsible for preparing the Annual Report, The directors are also responsible for safeguarding the assets of the Directors’ Remuneration Report and the financial statements the Company and for taking reasonable steps for the prevention in accordance with applicable law and regulations. and detection of fraud and other irregularities. Company law requires the directors to prepare financial The directors are responsible for the maintenance and integrity statements for each financial year. Accordingly, the directors have of the Company’s website. prepared the financial statements in accordance with UK-adopted Legislation in the United Kingdom governing the preparation and International Accounting Standards (‘UK-IAS’) and the Statement dissemination of financial statements may differ from legislation of Recommended Practice (‘SORP’) for investment trusts issued by in other jurisdictions. the Association of Investment Companies in July 2022. Company law also requires that the directors do not approve the financial Having taken advice from the Audit Committee, the directors statements unless they are satisfied that they give a true and fair consider that the Annual Report, taken as a whole, is fair, balanced view of the state of affairs of the Company and of the profit or and understandable and provides the information necessary for loss of the Company for the relevant period. In preparing these shareholders to assess the Company’s position and performance, financial statements, the directors are required to: business model and strategy. • select suitable accounting policies and then apply them consistently; Each of the directors, whose names and functions are listed on • make judgements and accounting estimates that are reasonable page 40, confirm that, to the best of their knowledge: and prudent; • the financial statements, which have been prepared in • provide additional disclosures when compliance with the accordance with UK-IAS in conformity with the requirements of specific requirements in UK-IAS is insufficient to enable users the Companies Act 2006, give a true and fair view of the assets, to understand the impact of particular transactions, other liabilities, financial position and profit of the Company; and events and conditions on the Company financial position and financial performance; • the Strategic Report includes a fair review of the development and performance of the business and the position of the • state whether UK-IAS have been followed, subject to any material Company, together with a description of the principal risks departures disclosed and explained in the financial statements; and and uncertainties that it faces. • prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue On behalf of the Board: in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s Jane Tufnell transactions and disclose with reasonable accuracy at any time Chair the financial position of the Company and enable them to ensure 7 May 2025 that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006 and, as regards the Company’s financial statements, UK-IAS and the SORP for investment trusts. 54 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC OPINION We have audited the financial statements of ICG Enterprise Trust plc (the “Company”) for the year ended 31 January 2025 which comprise the Income Statement, Balance Sheet, Cash Flow Statement, Statement of Changes in Equity, and the related notes 1 to 19, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards. In our opinion, the financial statements: • give a true and fair view of the Company’s affairs as at 31 January 2025 and of its profit for the year then ended; • have been properly prepared in accordance with UK adopted international accounting standards; and • have been prepared in accordance with the requirements of the Companies 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. INDEPENDENCE We are independent of the 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. 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 the audit. CONCLUSIONS RELATING TO GOING CONCERN 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. Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included the following procedures: • We made enquiries of the Audit Committee and ICG Alternative Investment Limited (“the Manager”) to determine whether, in their opinion, they had any knowledge of events or conditions beyond the period of the directors’ assessment that may cast significant doubt on the Company’s ability to continue as a going concern. • We obtained the directors’ going concern assessment and validated that the assessment covers a period to 31 May 2026, which is at least 12 months from when these financial statements are authorised for issue. • We obtained the forecasts and cash flows prepared by the Manager, underpinning the directors’ assessment of going concern. We challenged the sensitivities and assumptions used in the forecasts, including comparing assumptions of future cash flows. • We obtained the stress testing and reverse stress testing performed by the Manager and challenged the appropriateness and severity of stresses applied, through comparison to market and historical data. We validated the standing data used by agreeing this to supporting documentation. • We made enquiries of the Audit Committee and the Manager to determine whether, in their opinion, there is any material uncertainty regarding the Company’s ability to pay liabilities and commitments as they fall due over the period of twelve months from the date of approval of the financial statements and challenged this assessment. • We obtained the legal agreements to validate the existence of the multi-currency revolving credit facility entered into by the Company during the year and agreed the covenants included in the going concern assessment and supporting stress testing. We recalculated the relevant covenants for each quarter-end in the going concern assessment period based on these key terms. • We validated that the disclosures made in the Annual Report and Accounts regarding the Company’s ability to continue as a going concern are consistent with our understanding of the business and with the assumptions and calculations which underpin the directors’ assessment of going concern. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period to 31 May 2026, which is at least 12 months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 55 STR A T EGIC REPO R T INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED OVERVIEW OF OUR AUDIT APPROACH Key audit matters • Risk of incorrect valuation of unquoted investments. • Risk of inaccurate recognition of realised gains/(losses) and change in unrealised gains/(losses) on unquoted investments. Materiality • Overall materiality of £13.3m which represents 1% of net assets. AN OVERVIEW OF THE SCOPE OF OUR AUDIT Tailoring the scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness of controls, the potential impact of climate change and changes in the business environment when assessing the level of work to be performed. All audit work was performed directly by the audit engagement team. Climate change There has been increasing interest from stakeholders as to how climate change will impact companies. The Company has determined that the impact of climate-related transition risks, driven in particular by abrupt shifts in the political and technological landscape, may impact the value of the Company’s Portfolio, which is the aggregate of the investment portfolios of the Company and of its subsidiary limited partnerships. This is explained on page 33 in the Principal Risks and Uncertainties section of the Strategic Report, which forms part of the “Other information,” rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”. Our audit effort in considering the impact of climate change on the financial statements was focused on the adequacy of the Company’s disclosures in the financial statements as set out in Note 1(a) and the conclusion that there is no further impact of climate change to be taken into account as the investments are valued based on market-based valuation approaches as at the year-end as required by IFRS. All investments therefore reflect the market participants view of climate change risk on the investments held by the Company. We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and associated disclosures. Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key audit matter. 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 which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. 56 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N Key observations communicated | Risk Our response to the risk | | to the Audit Committee | | --- | --- | --- | | Risk of incorrect valuation of | We performed the following procedures: | The results of our | | unquoted investments (2025: | | procedures are: | We obtained an understanding of and evaluated the design and £1,469.5m, 2024: £1,296.4m) | | implementation of processes and controls around the unquoted | We identified no material | | --- | --- | --- | | Refer to the Audit Committee | investment valuations by performing a walkthrough. | misstatements in relation to | | Report (page 52); Accounting | | the risk of incorrect valuation | We obtained the valuation policy applied by the Company and policies (pages 66 to 69); and of unquoted investments and validated compliance with the International Private Equity and Notes 10 and 17 of the Financial the resulting impact on the Venture Capital Guidelines December 2022. Statements (page 73 to 74 and unrealised gain/(losses) in 78 to 81). For a sample of unquoted investments held by the Company, the Income Statement. we performed the following procedures to gain assurance over The unquoted investment the valuation: portfolio is material to the | financial statements and | • we independently obtained the most recently available | | --- | --- | | consists of illiquid private equity | third-party valuations and agreed the valuations to the | | fund investments of £151.0m | value per the accounting records; | | (2024: £136.5m) and direct | • where the most recently available third-party valuation | | co-investments into private | was not at the reporting date of the Company, we obtained | | companies of £154.2m (2024: | management’s fair value assessment at year end by reviewing | | £123.8m). The Company also | the cash flow adjustments, distributions and drawdowns, | | has six (2024: six) subsidiary | reviewing adjustments made to indirect investments by | | undertakings of £1,164.3m | reviewing underlying quoted adjustments using independent | | (2024: £1,036.1m), held at | pricing sources on a look through basis, and agreeing these | | fair value under IFRS 10, | adjustments to supporting documentation and bank | | which invest into the same | statements; and | | unquoted investments. | • we verified the reasonableness of all foreign exchange rates used | by comparison to an independent source. The valuations of unquoted investments do not have Subsequent to the finalisation of the investment valuations, we inputs based on observable obtained updated capital account statements received since the market data and are therefore valuation date of the latest valuation from the underlying fund subjective, increasing the manager and other financial information such as cashflow notices likelihood of error. relevant to the valuation of the unquoted investments, to consider and ensure that no material valuation differences arose. The net assets of each investment are provided to the We performed the following procedures to gain assurance over Company by the fund managers the reliability of the unaudited capital account statements: or sponsors of the investee • for a sample of investments where the valuation was based companies and any necessary on unaudited capital account statements, we assessed their adjustments are made by the reliability by comparing the Net Asset Value (‘NAV’) per the Administrator, for example latest audited financial statements to the NAV per the cash flow adjustments for unaudited capital account statement as at the same date; and drawdowns and distributions between the date of the last • we obtained a sample of relevant underlying audited financial valuation provided and the year- statements, inspecting the GAAP applied and accounting end date of the Company. The policies on key areas impacting the NAV and compared these year end valuations are then to IFRS. We ensured that the auditor was registered with the reviewed by the Manager and appropriate local accounting body and issued an unmodified the directors. audit opinion. We challenged the Manager’s procedures to determine whether events and circumstances that occurred between the date of the third-party valuations and the reporting date of the Company had an impact on the valuation of the investment portfolio and we have not identified any issues. We reviewed the minutes of the Valuation Committee meetings and held discussions with key personnel at the Manager to discuss the performance of the portfolio for the year. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 57 STR A T EGIC REPO R T INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED Key observations communicated Risk Our response to the risk to the Audit Committee Risk of inaccurate recognition We performed the following procedures: The results of our of realised gains/(losses) procedures are: We obtained an understanding of and evaluated the design (2025: £1.5m, 2024: £-1.0m) and implementation of the processes and controls around the We identified no material and change in unrealised recognition of realised and change in unrealised gains/(losses) misstatements in relation gains/(losses) (2025: £132.2m, by performing a walkthrough. to the risk of inaccurate 2024: £42.2m) on unquoted recognition of realised investments We performed a review and recalculation to confirm that the gains/(losses) and change Company’s accounting policy in relation to realised and change Refer to the Accounting policies in unrealised gains/(losses) in unrealised gains/(losses) on unquoted investments was (pages 66 to 69); and Note 10 of on unquoted investments. correctly applied with the Annual Report and Accounts and the Financial Statements (pages we validated that the policy is in compliance with IFRS 9. 73 to 74). To validate the inputs into the manual calculation: Gains or losses on investments originate from the capital • we recalculated the change in unrealised gain/(loss) for a sample distributions and capital gains of investments based on the fair value of the investments audited for investments during the as part of our investments testing; year. Total gains from capital • we agreed a sample of purchases and sales of investments during distribution are calculated the year to call and distribution notices, or to secondary sales as the difference between documentation, and bank statements; and the movement in cost against • we agreed the carrying values used in the realised gains/(losses) carrying value during the calculation for a sample of investments to independently year and the net proceeds, obtained capital account statements. after deducting cost To address the risk of management override, we tested the adjustments incidental to appropriateness of journal entries and other adjustments made the capital distribution. in the recording of gains/(losses) on fair value of investments. There is a manual calculation performed by the Manager for recognising gains/(losses) as realised or change in unrealised, based on the Company’s revenue recognition accounting policy. There is a risk that the manual calculations of realised and change in unrealised gains/ (losses) on unquoted investments are incorrectly calculated by the Manager, which could lead to the disclosures regarding the capital element of the Income Statement and the Statement of Changes in Equity being materially misstated. In addition, an incorrect recording of realised gains/ (losses) by the Company could directly affect the amount available to be paid as a dividend to shareholders. This could have an impact on the perceived performance and share price of the Company and therefore could be an incentive to misstate the realised gains/(losses). 58 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## OUR APPLICATION OF MATERIALITY We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. ### Materiality **The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.** We determined materiality for the Company to be £13.32m (2024: £12.59m), which is 1% (2024: 1%) of net assets. We believe that net assets provides us with materiality aligned to the key measurement of the Company's performance. ### Performance materiality **The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.** On the basis of our risk assessments, together with our assessment of the Company's overall control environment, our judgement was that performance materiality was 75% (2024: 75%) of our planning materiality, namely £10.0m (2024: £9.4m). We have set performance materiality at this percentage due to reduction of corrected and uncorrected misstatements noted in the prior year audit which indicated a lower risk and likelihood of misstatements. ### Reporting threshold **An amount below which identified misstatements are considered as being clearly trivial.** We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.7m (2024: £0.6m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. ## 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 this 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 course of 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 this gives rise to 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 the other information, we are required to report that fact. We have nothing to report in this regard. ## OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 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 directors' report have been prepared in accordance with applicable legal requirements. ## MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION 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 directors' report. 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, 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. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 59 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED 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 UK 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: • Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 37; • Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on page 37; • Directors’ statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets its liabilities set out on page 37; • Directors’ statement on fair, balanced and understandable set out on page 53; • the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 53; • the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 53; and • the section describing the work of the audit committee set out on page 52. RESPONSIBILITIES OF DIRECTORS As explained more fully in the Directors’ Responsibilities Statement set out on page 54, 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. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (UK adopted international accounting standards, the Companies Act 2006, the Listing Rules, the UK Corporate Governance Code, Section 1158 of the Corporation Tax Act 2010, The Companies (Miscellaneous Reporting) Regulations 2018, and The Statement of Recommended Practice for the Financial Statements of Investment Trust Companies as issued by the Association of Investment Companies). • We understood how the Company is complying with those frameworks through discussions with members of the Manager and the Non-Executive Directors including the Chairman of the Audit Committee, in addition to our review of board minutes, committee minutes, and papers provided to the Audit Committee. • We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We identified fraud and management override risks in relation to the inaccurate recognition of realised gains/(losses) and change in unrealised gains/(losses) on unquoted investments. Our audit procedures stated above in the ‘Key audit matters’ section of this auditor’s report were performed to address this identified fraud risk. • Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the reporting to the directors with respect to the application of the documented policies and procedures and review of the financial statements to ensure compliance with the reporting requirements of the Company. 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. 60 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N OTHER MATTERS WE ARE REQUIRED TO ADDRESS • Following the recommendation from the audit committee, we were appointed by the Company on 27 June 2019 to audit the financial statements for the year ending 31 January 2025 and subsequent financial periods. • The period of total uninterrupted engagement including previous renewals and reappointments is 6 years, covering the years ending 31 January 2020 to 31 January 2025. • The 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. Denise Davidson (Senior statutory auditor) for and on behalf of Ernst & Young LLP Statutory Auditor London 7 May 2025 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 61 STR A T EGIC REPO R T INCOME STATEMENT Year to 31 January 2025 Year to 31 January 2024 | | Revenue | | | | Revenue | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | return | Capital return | | Total | return | Capital return | | Total | | Notes | £’000 | | £’000 | £’000 | £’000 | | £’000 | £’000 | Investment returns Income, gains and losses on investments 2,10 1,060 134,156 135,216 2,365 39,369 41,734 Deposit interest 2 48 — 48 405 — 405 Other income 2 5 — 5 104 — 104 Foreign exchange gains and losses — (729) (729) — 1,193 1,193 1,113 133,427 134,540 2,874 40,562 43,436 Expenses Investment management charges 3 (1,618) (14,558) (16,175) (1,615) (14,533) (16,148) Other expenses including finance costs 4 (2,439) (8,417) (10,856) (2,520) (7,402) (9,922) (4,057) (22,975) (27,031) (4,135) (21,935) (26,070) Profit/(loss) before tax (2,943) 110,453 107,510 (1,261) 18,627 17,366 Taxation 6 — — — — Profit/(loss) for the period (2,943) 110,453 107,510 (1,261) 18,627 17,366 Attributable to: Equity shareholders (2,943) 110,453 107,510 (1,261) 18,627 17,366 Basic and diluted earnings per share 7 163.95p 25.63p The columns headed ‘Total’ represent the income statement for the relevant financial years and the columns headed ‘Revenue return’ and ‘Capital return’ are supplementary information in line with guidance published by the AIC. There is no Other Comprehensive Income. All profits are from continuing operations. The notes on pages 66 to 83 form an integral part of the financial statements. 62 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N BALANCE SHEET | | 31 January | | 31 January | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Notes | | £’000 | | £’000 | Non-current assets Investments held at fair value 9,10,17 1,469,549 1,296,382 Current assets Cash and cash equivalents 11 3,927 9,722 Prepayments and receivables 12 2,018 2,258 5,945 11,980 Current liabilities Borrowings (131,931) (20,000) Payables 13 (11,171) (5,139) Net current assets / (liabilities) (137,157) (13,159) Total assets less current liabilities 1,332,392 1,283,223 Capital and reserves Share capital 14 7,292 7,292 Capital redemption reserve 2,112 2,112 Share premium 12,936 12,936 Capital reserve 1,315,727 1,279,751 Revenue reserve (5,675) (2,733) Total equity 1,332,392 1,283,223 Net Asset Value per Share (basic and diluted) 15 2072.9p 1909.4p The notes on pages 66 to 83 form an integral part of the financial statements. The financial statements on pages 62 to 83 were approved by the Board of Directors on 7 May 2025 and signed on its behalf by: Jane Tufnell Alastair Bruce Director Director ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 63 STR A T EGIC REPO R T CASH FLOW STATEMENT | | | Year to | | Year to | | --- | --- | --- | --- | --- | | | 31 January | | 31January | | | | | 2025 | | 2024 | | Notes | | £’000 | | £’000 | Operating activities Sale of portfolio investments 19,966 40,611 Purchase of portfolio investments (34,144) (25,162) Cash flow to subsidiaries' investments (152,174) (116,084) Cash flow from subsidiaries' investments 125,769 195,300 Interest income received from portfolio investments 494 1,695 Dividend income received from portfolio investments 547 779 Other income received 53 509 Investment management charges paid (16,021) (15,647) Other expenses paid (1,881) (2,596) Net cash inflow/(outflow) from operating activities (57,391) 79,405 Financing activities Bank facility fee paid (2,011) (3,970) Interest paid (545) (5,571) Credit Facility utilised 139,761 128,109 Credit Facility repaid (27,831) (174,954) Purchase of shares into treasury (35,851) (13,068) Equity dividends paid 8 (22,308) (21,694) Net cash (outflow)/inflow from financing activities 51,215 (91,148) Net decrease in cash and cash equivalents (6,176) (11,743) Cash and cash equivalents at beginning of year 11 9,722 20,694 Net decrease in cash and cash equivalents (6,176) (11,743) Effect of changes in foreign exchange rates 381 771 Cash and cash equivalents at end of period 11 3,927 9,722 The notes on pages 66 to 83 form an integral part of the financial statements. 64 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N STATEMENT OF CHANGES IN EQUITY | | | | Capital | | | Realised | | Unrealised | | | | | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | redemption | | | Share | capital | | | capital | Revenue | | shareholders’ | | | | | | | | | | 1 | | | | 1 | | | | Share capital | | | reserve | premium | | reserve | | | reserve | reserve | | | equity | | | £’000 | | £’000 | | £’000 | £’000 | | | £’000 | £’000 | | | £’000 | Opening balance at 1 February 2024 7,292 2,112 12,936 473,015 790,602 (2,733) 1,283,223 Profit for the period and total comprehensive income — — — (6,033) 116,485 (2,942) 107,510 2 Capital distribution by subsidiary — — — — — — — Dividends paid — — — (22,308) — — (22,308) Purchase of shares into treasury — — — (36,033) — — (36,033) Closing balance at 31 January 2025 7,292 2,112 12,936 408,641 907,087 (5,675) 1,332,392 | | | | Capital | | Realised | | Unrealised | | | | | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | redemption | | Share | capital | | | capital | Revenue | | shareholders’ | | | | | | | | | 1 | | | | 1 | | | | Share capital | | | reserve | premium | reserve | | | reserve | reserve | | | equity | | | £’000 | | £’000 | £’000 | £’000 | | | £’000 | £’000 | | | £’000 | Opening balance at 1 February 2023 7,292 2,112 12,936 468,054 811,698 (1,473) 1,300,619 Profit for the period and total comprehensive income — — — 31,032 (12,405) (1,261) 17,366 2 Capital distribution by subsidiary — — — 8,691 (8,691) — — Dividends paid — — — (21,694) — — (21,694) Purchase of shares into treasury — — — (13,068) — — (13,068) Closing balance at 31 January 24 7,292 2,112 12,936 473,015 790,602 (2,734) 1,283,223 1 Distributable reserves. 2 During the prior reporting period ICG Enterprise Trust Limited Partnership made a distribution of realised profits totalling £8.6m to the Company. The notes on pages 66 to 83 form an integral part of the financial statements. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 65 STR A T EGIC REPO R T NOTES TO THE FINANCIAL STATEMENTS 1 ACCOUNTING POLICIES General information These financial statements relate to ICG Enterprise Trust Plc (‘the Company’). ICG Enterprise Trust Plc is registered in England and Wales and is incorporated in the United Kingdom. The Company is domiciled in the United Kingdom and its registered office is Procession House, 55 Ludgate Hill, London EC4M 7JW. The Company’s objective is to provide long-term growth by investing in private companies managed by leading private equity managers. (a) Basis of preparation The financial information for the year ended 31 January 2025 has been prepared in accordance with UK-adopted International Accounting Standards (‘UK-IAS’) and the Statement of Recommended Practice (‘SORP’) for investment trusts issued by the Association of Investment Companies in July 2022. UK-IAS comprises standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee. These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the revaluation of certain assets at fair value. The directors have concluded that the preparation of the financial statements on a going concern basis continues to be appropriate; the directors’ assessment is further detailed in the Report of the Directors on page 45. Going concern In assessing the appropriateness of continuing to adopt the going concern basis of accounting, the Board has assessed the financial position and prospects of the Company. The Company’s business activities, together with factors likely to affect its future development, performance, position and cash flows, are set out in the Chair’s statement on page 4, and the Manager’s review on page 14. As part of this review, the Board assessed the potential impact of principal risks on the Company’s business activities, the Company’s cash position, the availability of the Company’s credit facility and compliance with its covenants, and the Company’s cash flow projections. Based on this assessment, the Board expects that the Company will be able to continue in operation and meet its liabilities as they fall due until, at least, 31 May 2026, a period of more than 12 months from the signing of the financial statements. Therefore it is appropriate to continue to adopt the going concern basis of preparation of the Company’s financial statements. Climate change In preparing the financial statements, the directors have considered the impact of climate change, particularly in the context of the climate change risks identified in the Principal risks and uncertainties section of the Strategic Report, and the impact of climate change risk on the valuation of investments. These considerations did not have a material impact on the financial reporting judgements and estimates in the current year, nor were they expected to have a significant impact on the Company’s going concern or viability. Accounting policies The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the current and prior year. In order to reflect the activities of an investment trust company, supplementary information which analyses the income statement between items of revenue and capital nature has been presented alongside the income statement. In analysing total income between capital and revenue returns, the directors have followed the guidance contained in the SORP as follows: Capital gains and losses on investments sold and on investments held arising on the revaluation or disposal of investments classified as held at fair value through profit or loss should be shown in the capital column of the income statement. Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest or otherwise) should be shown in the revenue column of the income statement. The Board should determine whether the indirect costs of generating capital gains should also be shown in the capital column of the income statement. If the Board decides that this should be so, the management fee should be allocated between revenue and capital in accordance with the Board’s expected long-term split of returns, and other expenses should be charged to capital only to the extent that a clear connection with the maintenance or enhancement of the value of investments can be demonstrated. The accounting policy regarding the allocation of expenses is set out in note 1(i). In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that: (a) it obtains funds from one or more investors for the purpose of providing investors with investment management services; (b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and (c) it measures and evaluates the performance of substantially all of its investments on a fair value basis. As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments and are classified as held at fair value through profit and loss. 66 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N (b) Financial assets The Company classifies its financial assets in the following categories: at fair value through profit or loss; and at amortised cost. The classification depends on the purpose for which the financial assets were acquired. The classification of financial assets is determined at initial recognition. Financial assets at fair value through profit or loss The Company classifies its quoted and unquoted investments as financial assets at fair value through profit or loss. These assets are measured at subsequent reporting dates at fair value and further details of the accounting policy are disclosed in note 1(c). Financial assets at amortised cost Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow test and are held to receive contractual cash flows. These are classified as current assets and measured at amortised cost using the effective interest rate method. The Company’s financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables in the balance sheet. (c) Investments Investments comprise fund investments and portfolio company investments held by the Company directly, together with the fair value of the Company’s interest in controlled structured entities (see note 9) which themselves invest in fund investments and portfolio company investments. All investments are classified upon initial recognition as held at fair value through profit or loss (described in these financial statements as investments held at fair value) and are measured at subsequent reporting dates at fair value. All investments are fair valued in line with IFRS 13 ‘Fair Value Measurement’, using industry standard valuation guidelines such as the International Private Equity and Venture Capital (‘IPEV’) valuation guidelines. Changes in the value of all investments held at fair value, which include returns on those investments such as dividends and interest, are recognised in the income statement and are allocated to the revenue column or the capital column in accordance with the SORP (see note 1(a)). More detail on certain categories of investment is set out below. Given that the subsidiaries and associates are held at fair value and are exposed to materially similar risks as the Company, we do not expect the risks to materially differ from those disclosed in note 17. Unquoted investments Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted investments as determined by the third-party investment manager of those funds. The third-party investment manager performs periodic valuations of the underlying investments in their funds, typically using earnings multiple or discounted cash flow methodologies to determine enterprise value in line with IPEV guidelines. In the absence of contrary information, these net asset valuations received from the third-party investment managers are deemed to be appropriate by the Manager, for the purposes of the Manager’s determination of the fair values of the unquoted investments. A robust assessment is performed by the Manager’s experienced Investment Committee to determine the capability and track record of the investment manager. All investment managers are scrutinised by the Investment Committee and an approval process is recorded before any new investment manager is approved and an investment made. This level of scrutiny provides reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value. Adjustments may be made to the net asset values provided or an alternative valuation method may be adopted if deemed to be more appropriate. The most common reason for adjustments to the value provided by an underlying manager is to take account of events occurring between the date of the manager’s valuation and the reporting date, for example, subsequent cash flows or notification of an agreed sale. Subsidiary undertakings The investments in the controlled structured entities (‘subsidiaries’) are recognised at fair value through profit and loss. The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in the Co-investment Incentive Scheme. Under these arrangements, ICG (the ‘Manager’) and certain of its executives and, in respect of certain historic investments, the executives and connected parties of Graphite Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’), are required to co-invest alongside the Company, for which they are entitled to a share of investment profits if certain performance hurdles are met. These arrangements are discussed further in the Report of the Directors on page 45. At 31 January 2025, the accrual was estimated as the theoretical value of the interests if the Portfolio had been sold at the carrying value at that date. Associates The Company holds an interest (including indirectly through its subsidiaries) of more than 20% in a small number of investments that may normally be classified as subsidiaries or associates. These investments are not considered subsidiaries or associates as the Company does not exert control or significant influence over the activities of these companies/structured entities as they are managed by other third parties. (d) Prepayments and receivables Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing facility. These fees will be amortised over the life of the facility on a straight-line basis. (e) Payables Other payables are non-interest bearing and are stated at their amortised cost, which is not materially different from fair value. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 67 STR A T EGIC REPO R T NOTES TO THE FINANCIAL STATEMENTS CONTINUED 1 ACCOUNTING POLICIES CONTINUED (f) Cash and cash equivalents Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. (g) Dividend distributions Dividend distributions to shareholders are recognised in the period in which they are paid. (h) Income When it is probable that economic benefits will flow to the Company and the amount can be measured reliably, interest is recognised on a time apportionment basis. Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on equity shares where no ex-dividend date is applicable are brought into account when the Company’s right to receive payment is established. UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding tax. Income distributions from funds are recognised when the right to distributions is established. (i) Expenses All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the income statement, consistent with the SORP, with the following exceptions: • Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated to the capital column. • The Board expects the majority of long-term returns from the Portfolio to be generated from capital gains. Expenses are allocated 90% to the capital column and 10% to the revenue column, reflecting the Company’s current and future return profile. Other expenses are allocated to the capital column where a clear connection with the maintenance or enhancement of the value of investments can be demonstrated. • All expenses allocated to the capital column are treated as realised capital losses (see note 1(l)). (j) Taxation Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. Tax recognised in the income statement represents the sum of current tax and deferred tax charged or credited in the year. The tax effect of different items of expenditure is allocated between capital and revenue on the same basis as the particular item to which it relates. Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are not recognised in respect of tax losses carried forward to future periods. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the assets are realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. (k) Foreign currency translation The functional and presentation currency of the Company is sterling, reflecting the primary economic environment in which the Company operates. Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, financial assets and liabilities denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Gains and losses arising on the translation of investments held at fair value are included within gains and losses on investments held at fair value in the income statement. Gains and losses arising on the translation of other financial assets and liabilities are included within foreign exchange gains and losses in the income statement. (l) Revenue and capital reserves The revenue return component of total income is taken to the revenue reserve within the statement of changes in equity. The capital return component of total income is taken to the capital reserve within the statement of changes in equity. Gains and losses on the realisation of investments including realised exchange gains and losses and expenses of a capital nature are taken to the realised capital reserve (see note 1(i)). Changes in the valuations of investments which are held at the year end and unrealised exchange differences are accounted for in the unrealised capital reserve. Net gains on the realisation of investments in the controlled structured entities (see note 9) are transferred to the Company by way of profit distributions. The revenue reserve is distributable by way of dividends to shareholders. The realised capital reserve is distributable by way of dividends and share buybacks. The capital redemption reserve is not distributable and represents the nominal value of shares bought back for cancellation. 68 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **(m) Treasury shares** Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled. # **(n) Critical estimates and assumptions** Estimates and judgements used in preparing the financial information are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results. In preparing the financial statements, the directors have considered the impact of climate change on the key estimates within the financial statements. The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities in the next financial year relate to the valuation of unquoted investments. Unquoted investments are primarily the Company's investments in unlisted funds, managed by third-party investment fund managers and ICG. As such there is significant estimation in the valuation of the unlisted fund at a point in time. Note 1(c) sets out the accounting policy for unquoted investments. The carrying amount of unquoted investments at the year end is disclosed within note 10. # **(o) Segmental reporting** Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker who is responsible for allocating resources and assessing performance of the segments has been identified as the Board. It is considered that the Company's operations comprise a single operating segment. # **2 INVESTMENT RETURNS** | | Year ended 31 January 2023 £'000 | Year ended 31 January 2024 £'000 | | --- | --- | --- | | **Income from investments** | | | | Overseas interest and dividends | 1,060 | 2,365 | | | 1,060 | 2,365 | | Deposit interest on cash | 48 | 405 | | Other | 5 | 104 | | | 53 | 509 | | **Total income** | **1,113** | **2,874** | | **Analysis of income from investments** | | | | Unquoted | 1,060 | 2,365 | | | 1,060 | 2,365 | # **3 INVESTMENT MANAGEMENT CHARGES** Management fees paid to ICG for managing ICG Enterprise Trust amounted to 1.25% (2024: 1.25%) of the average net assets in the year. The reduction in the fee is due to the application of the cap (see page 45). From 1 February 2023 the management fee is subject to a cap of 1.25% of net asset value. The amounts charged during the year are set out below: | | Year ended 31 January 2025 | | | Year ended 31 January 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Investment management charge | 1,617 | 14,558 | 16,175 | 1,615 | 14,533 | 16,148 | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 69 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 3 INVESTMENT MANAGEMENT CHARGES CONTINUED The Company and its subsidiaries also incur management fees in respect of its investment in funds managed by members of ICG on an arms-length basis. £’000 £’000 | ICG Europe VIII 434 | 467 | | --- | --- | | ICG Strategic Equity V 353 | 131 | | ICG Strategic Equity IV 340 | 593 | | ICG LP Secondaries Fund I LP 325 | 55 | | ICG Europe VII 238 | 257 | | ICG Strategic Equity III 238 | 183 | | ICG Europe Mid-Market II 95 | 87 | | ICG Augusta Partners Co-Investor II 89 | 91 | | ICG Europe Mid-Market 87 | 120 | | ICG North American Private Debt II 68 | 74 | | ICG Strategic Secondaries II 36 | 74 | | ICG Europe VI 23 | 41 | | ICG Asia Pacific III 15 | 30 | | ICG Recovery Fund 2008B 3 | 31 | | ICG Europe V 2 | 1 | 2,346 2,235 4 OTHER EXPENSES The Company did not employ any staff in the year to 31 January 2025 (2024: none). 31 January 2025 31 January 2024 £’000 £’000 £’000 £’000 Directors’ fees (see note 5) 340 316 Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 170 239 Fees payable to the Company’s auditor and its associates for other services: - Audit of the accounts of the subsidiaries 108 139 - Audit-related assurance services 71 53 Total auditors’ remuneration 349 431 Administrative expenses 811 1,021 1,500 1,768 Bank facility costs allocated to revenue 277 258 Interest costs allocated to revenue 661 493 Expenses allocated to revenue 2,438 2,519 Bank facility costs allocated to capital 8,417 7,403 Total other expenses 10,855 9,922 1 The auditors of the Company have additionally provided £16k (2024: £14k) of non-audit related services permitted under the Financial Reporting Council’s (‘FRC’) Revised Ethical Standards. The service related to agreed upon procedures over the Company’s carried interest scheme. These expenses have been charged to the Manager of the Company. Included within Total other expenses above are £9.4m (2024: £8.2m) of costs related to financing and £(0.2)m (credit) (2024: £0.2m) of other expenses which are non-recurring and are excluded from the Ongoing Charges as detailed in the glossary on page 88. Professional fees of £0.2m (2024: £0.2m) incidental to the acquisition or disposal of investments are included within gains/(losses) on investments held at fair value. 70 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 31 January 2025 31 January 2024 Year ended Year ended Year ended Year ended STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## 5 DIRECTORS' REMUNERATION AND INTERESTS The fees paid by the Company to the directors and the directors' interests in the share capital of the Company are shown in the Directors' Remuneration Report on page 48. No income was received or receivable by the directors from any other subsidiary of the Company. ## 6 TAXATION In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 25%, principally due to the Company's status as an investment trust, which means that capital gains are not subject to corporation tax. The effect of this and other items affecting the tax charge are shown in note 6(b) below. The UK's main rate of corporation tax increased from 19% to 25% with effect from 1 April 2023. A blended rate of 24% was applied for the year ended 31 January 2024, calculated by the number of days within the accounting period spanning the rate change. A corporation tax rate of 25% was applied for the year ended 31 January 2025. | | Year ended 31 January 2025 £'000 | Year ended 31 January 2024 £'000 | | --- | --- | --- | | **a) Analysis of charge in the year** | | | | Tax credit on items allocated to revenue | — | — | | Tax charge on items relating to prior years | — | — | | **Corporation tax** | — | — | | **b) Factors affecting tax charge for the year** | | | | Profit on ordinary activities before tax | 107,510 | 17,367 | | Profit before tax multiplied by rate of corporation tax in the UK of 25% (2024: 24%) | 26,790 | 4,168 | | Effect of: | | | | – net investment returns not subject to corporation tax | (33,357) | (9,735) | | – dividends not subject to corporation tax | (52) | (187) | | – expenses not deductible for tax purposes | 1,353 | — | | – taxable allocation of income and expenses from partnerships | 489 | 5,754 | | – current year management expenses not utilised/(utilised) | 4,777 | — | | **Total tax charge** | — | — | The Company has £70.0m excess management expenses carried forward (2024: £53.5m). No deferred tax assets or liabilities (2024: nil) have been recognised in respect of the carried forward management expenses due to the uncertainty that future taxable profit will be generated that these losses can be offset against. For all investments the tax base is equal to the carrying amount. There was no deferred tax expense relating to the origination and reversal of timing differences in the year (2024: nil). ## 7 EARNINGS PER SHARE | | Year ended 31 January 2025 | Year ended 31 January 2024 | | --- | --- | --- | | Revenue return per ordinary share | (4.49p) | (1.86p) | | Capital return per ordinary share | 168.38p | 27.49p | | Earnings per ordinary share (basic and diluted) | 163.95p | 25.63p | Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity shareholders of £(2.9)m (2024: £(1.3)m) by the weighted average number of ordinary shares outstanding during the year. Capital return per ordinary share is calculated by dividing the capital return attributable to equity shareholders of £102.4m (2024: £18.6m) by the weighted average number of ordinary shares outstanding during the year. Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to equity shareholders of £99.5m (2024: £17.4m) by the weighted average number of ordinary shares outstanding during the year. The weighted average number of ordinary shares outstanding (excluding those held in treasury) during the year was 65,569,285 (2024: 67,761,359). There were no potentially dilutive shares, such as options or warrants, in either year. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 71 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 8 DIVIDENDS 31 January 31 January 2025 2024 £’000 £’000 Third quarterly dividend in respect of year ended 31 January 2024: 8p per share (2023: 6.0p) 5,345 4,781 Final dividend in respect of year ended 31 January 2024: 9p per share (2023: 9.0p) 5,894 6,105 First quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p) 5,557 5,415 Second quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p) 5,512 5,393 Total 22,308 21,694 The Company paid a third quarterly dividend of 8.5p per share in February 2025. The Board has proposed a final dividend of 10.5p per share (estimated cost £6.7m) in respect of the year ended 31 January 2025 which, if approved by shareholders, will be paid on 18 July 2025 to shareholders on the Register of Members at the close of business on 04 July 2025. 9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES Subsidiary undertakings (controlled structured entities) Subsidiaries of the Company as at 31 January 2025 comprise the following controlled structured entities, which are registered in England and Wales. Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries. Ownership Ownership Direct subsidiaries interest 2025 interest 2024 ICG Enterprise Trust Limited Partnership 97.5% 97.5% ICG Enterprise Trust (2) Limited Partnership 97.5% 97.5% ICG Enterprise Trust Co-investment Limited Partnership 99.0% 99.0% | | Ownership | Ownership | | | --- | --- | --- | --- | | Indirect subsidiaries | interest 2025 | interest 2024 | | | ICG Enterprise Holdings LP 99.5% | | | 99.5% | | ICG Morse Partnership LP 99.5% | | | 99.5% | | ICG Lewis Partnership LP 99.5% | | | 99.5% | In accordance with IFRS 10 (amended), the subsidiaries are not consolidated and are instead included in unquoted investments at fair value. The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors (ICG and certain of its executives and in respect of certain historical investments, the executives and connected parties of Graphite Capital, the Former Manager) in the Co-investment Incentive Scheme. As at 31 January 2025 a total of £53.9m (2024: £54.4m) was accrued in respect of these interests. During the year the Co-investors invested £1.0m (2024: £0.7m) into ICG Enterprise Trust Co-investment Limited Partnership. Payments received by the Co- investors amounted to £10.8m or 7.1% of £150.8m of Total Proceeds received in the year (2024: £5.4m or 2.3% of £238.6m proceeds received). See the Report of the Directors on page 46 for further details of the operation of the scheme. Unconsolidated structured entities The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made and held via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12. The Company holds interests in closed-ended limited partnerships which invest in underlying companies for the purposes of capital appreciation. The Company and the other limited partners make commitments to finance the investment programme of the relevant manager, who will typically draw down the amount committed by the limited partners over a period of four to six years (see note 16). The table below disaggregates the Company’s interests in unconsolidated structured entities. The table presents for each category the related balances and the maximum exposure to loss. Co-investment | Unquoted | | Incentive Scheme | | Maximum loss | | | | --- | --- | --- | --- | --- | --- | --- | | investments | | | accrual | | exposure | | | | £'000 | | £'000 | | | £'000 | As at 31 January 2025 1,523,459 (53,910) 1,469,549 As at 31 January 2024 1,350,821 (54,439) 1,296,382 Further details of the Company’s investment Portfolio are included in the Other information section on page 85. 72 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 Year ended Year ended STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## 10 INVESTMENTS The tables below analyse the movement in the carrying value of the Company's investment assets in the year. In accordance with accounting standards, subsidiary undertakings of the Company are reported at fair value rather than on a 'look-through' basis. An investee fund is considered to generate realised gains or losses if it is more than 85% drawn and has returned at least the amount invested by the Company. All gains and losses arising from the underlying investments of such funds are presented as realised. All gains and losses in respect of fund investments that have not satisfied the above criteria are presented as unrealised. Direct Investments are considered to generate realised gains or losses when they are sold. Investments are held by both the Company and through its subsidiaries. | | Quoted £'000 | Unquoted £'000 | Subsidiary undertakings £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Cost at 1 February 2024 | – | 179,528 | 300,114 | 479,642 | | Unrealised appreciation at 1 February 2024 | – | 80,768 | 735,972 | 816,740 | | Valuation at 1 February 2024 | – | 260,296 | 1,036,086 | 1,296,382 | | Movements in the year: | | | | | | Purchases | – | 34,144 | 151,292 | 185,436 | | Sales | | | | | | – capital proceeds | | (20,214) | (125,769) | (145,983) | | – realised gains/(losses) based on carrying value at previous balance sheet date | | 1,530 | | 1,530 | | Movement in unrealised appreciation | | 29,473 | 102,711 | 132,184 | | **Valuation at 31 January 2025** | **–** | **305,229** | **1,164,320** | **1,469,549** | | Cost at 31 January 2025 | – | 193,458 | 325,637 | 519,095 | | Unrealised appreciation/ (depreciation) at 31 January 2025 | – | 111,771 | 838,683 | 950,454 | | **Valuation at 31 January 2025** | **–** | **305,229** | **1,164,320** | **1,469,549** | | | Quoted £'000 | Unquoted £'000 | Subsidiary undertakings £'000 | Total £'000 | | --- | --- | --- | --- | --- | | Cost at 1 February 2023 | – | 195,104 | 378,426 | 573,530 | | Unrealised appreciation at 1 February 2023 | – | 74,074 | 701,471 | 775,545 | | Valuation at 1 February 2023 | – | 269,178 | 1,079,897 | 1,349,075 | | Movements in the year: | | | | | | Purchases | – | 25,181 | 116,988 | 142,169 | | Sales | | | | | | – capital proceeds | | (40,757) | (195,300) | (236,057) | | – realised gains/(losses) based on carrying value at previous balance sheet date | | (1,044) | | (1,044) | | Movement in unrealised appreciation | | 7,739 | 34,500 | 42,239 | | **Valuation at 31 January 2023** | **–** | **260,296** | **1,036,086** | **1,296,382** | | Cost at 31 January 2024 | – | 179,528 | 300,114 | 479,642 | | Unrealised appreciation/ (depreciation) at 31 January 2024 | – | 80,768 | 735,972 | 816,740 | | **Valuation at 31 January 2024** | **–** | **260,296** | **1,036,086** | **1,296,382** | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 73 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 10 INVESTMENTS CONTINUED 31 January 31 January 2025 2024 £’000 £’000 Realised gains/loss based on cost 1,530 (1,044) Amounts recognised as unrealised in previous years — — Realised gains based on carrying values at previous balance sheet date 1,530 (1,044) Increase in unrealised appreciation 132,184 42,239 Gains on investments 133,714 41,195 ‘Realised gains based on cost’ represents the total increase in value, compared to cost, of those funds which meet the criteria set out on page 73. These gains are adjusted for amounts previously reported as unrealised (and included within the fair value at the previous balance sheet date) to determine the ‘Realised gains based on carrying values at previous balance sheet date’. Gains on investments includes the ‘Realised gains based on carrying values at previous balance sheet date’ together with the net fair value movement on the balance of the investee funds. Related undertakings At 31 January 2025, the Company held direct and indirect interests in six limited partnership subsidiaries. These interests, net of the incentive accrual as described in note 9, were: | | 31 January | | | 31 January | | | --- | --- | --- | --- | --- | --- | | | | 2025 | | | 2024 | | Investment | | | % | | % | ICG Enterprise Trust Limited Partnership 99.9% 99.9% ICG Enterprise Trust (2) Limited Partnership 66.5% 66.5% ICG Enterprise Trust Co-investment Limited Partnership 66.0% 66.0% ICG Enterprise Holdings LP 99.5% 99.5% ICG Morse Partnership LP 99.5% 99.5% ICG Lewis Partnership LP 99.5% 99.5% The registered address and principal place of business of the subsidiary partnerships is Procession House, 55 Ludgate Hill, London, EC4M 7JW. In addition, the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities. These investments are not considered subsidiaries or associates as the Company does not exert control or have significant influence over the activities of these companies/partnerships. As at 31 January 2025 1 Investment Instrument % interest 2 Graphite Capital Partners VII Top Up Plus Limited partnership interests 20.0% 2 Graphite Capital Partners VIII Top Up Limited partnership interests 41.1% 3 ICG Velocity Limited partnership interests 32.5% As at 31 January 2024 1 Investment Instrument % interest 2 Graphite Capital Partners VII Top Up Plus Limited partnership interests 20.0% 2 Graphite Capital Partners VIII Top Up Limited partnership interests 41.1% 3 ICG Velocity Limited partnership interests 32.5% 1 The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage shown for shares represents the proportion of total shares in issue. 2 Address of principal place of business is 7 Air Street, Soho, London W1B 5AD. 3 Address of principal place of business is Procession House, 55 Ludgate Hill, London EC4M 7JW. 74 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## 11 CASH AND CASH EQUIVALENTS | | 31 January 2025 £'000 | 31 January 2024 £'000 | | --- | --- | --- | | Cash at bank and in hand | 3,927 | 9,722 | ## 12 PREPAYMENTS AND RECEIVABLES | | 31 January 2025 £'000 | 31 January 2024 £'000 | | --- | --- | --- | | Prepayments and accrued income | 2,018 | 2,258 | As at 31 January 2025, prepayments and accrued income included £2.0m (2024: £2.3m) of unamortised costs in relation to the bank facility. Of this amount £0.8m (2024: £0.5m) is expected to be amortised in less than one year. ## 13 PAYABLES – CURRENT | | 31 January 2025 £'000 | 31 January 2024 £'000 | | --- | --- | --- | | Accruals, including facility interest | 11,171 | 5,139 | | Bank facility drawn | 131,931 | 20,000 | | Payables | 143,102 | 25,139 | Bank facility details are shown in the Liquidity risk section of note 17 on page 79. ## 14 SHARE CAPITAL | Equity share capital | Authorised | | Issued and fully paid | | | --- | --- | --- | --- | --- | | | Number | Nominal £'000 | Number | Nominal £'000 | | Balance at 31 January 2025 | 120,000,000 | 12,000 | 72,913,000 | 7,292 | | Balance at 31 January 2024 | 120,000,000 | 12,000 | 72,913,000 | 7,292 | All ordinary shares have a nominal value of 10.0p. At 31 January 2025 and 31 January 2024, 72,913,000 shares had been allocated, called up and fully paid. During the year 2,932,675 shares were bought back in the market and held in treasury (2024: 1,130,708 shares). At 31 January 2025, the Company held 8,640,808 shares in treasury (2024: 5,708,133) and had 64,272,192 (2024: 67,204,867) shares outstanding, all of which have equal voting rights. | | 31 January 2025 | 31 January 2024 | | --- | --- | --- | | Shares held in treasury | 8,640,808 | 5,708,133 | | Shares not held in treasury | 64,272,192 | 67,204,867 | | Total | 72,913,000 | 72,913,000 | ## 15 NET ASSET VALUE PER SHARE The net asset value per share is calculated on equity attributable to equity holders of £1,332.4m (2024: £1,283.2m) and on 64,272,192 (2024: 67,204,867) ordinary shares in issue at the year end. There were no potentially dilutive shares, such as options or warrants, at either year end. Calculated on both the basic and diluted basis the net asset value per share was 2,072.9p (2024: 1,909.4p). ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 75 NOTES TO THE FINANCIAL STATEMENTS CONTINUED 16 CAPITAL COMMITMENTS AND CONTINGENCIES The Company and its subsidiaries had uncalled commitments in relation to the following Portfolio investments: | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | ICG LP Secondaries Fund I LP 41,146 34,811 2 ICG Strategic Equity V 36,868 19,704 1 ICG Europe Mid-Market Fund II 19,245 21,316 2 ICG Augusta Partners Co-Investor 17,775 17,365 2 ICG Strategic Secondaries Fund II 16,938 16,547 1 ICG Europe VIII 14,339 25,901 1 ICG Ludgate Hill (Feeder B) SCSp 13,591 13,860 2 ICG Strategic Equity Fund III 11,201 10,942 ICG MXV Co-Investment 8,361 — 2 ICG Strategic Equity IV 7,055 10,385 1 ICG Europe VII 6,082 6,541 2 ICG Ludgate Hill (Feeder) IIIA Porsche SCSp 5,691 4,652 1 ICG Europe Mid-Market Fund 5,524 5,476 2 ICG Ludgate Hill (Feeder) II Boston SCSp 5,392 5,267 2 ICG Asia Pacific Fund III 2,523 2,634 1 ICG Europe VI 4,013 4,311 2 ICG North American Private Debt Fund II 2,097 1,682 1 ICG Colombe Co-investment 1,811 2,378 2 ICG Dallas Co-Investment 1,240 1,280 Commitments of less than £1,000,000 at 31 January 2025 5,746 5,991 Total ICG 226,638 211,043 Graphite Capital Partners IX 2,281 4,525 1 Graphite Capital Partners VIII 4,124 2,194 1,2 Graphite Capital Partners VII 456 456 Total Graphite funds 6,861 7,175 1 Includes interest acquired through a secondary fund purchase. 2 Includes the associated Top Up funds. 76 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N | 31 January | | 31 January | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | Leeds VIII-A 16,135 — Bowmark VII 15,000 15,000 New Mountain VII 14,299 15,763 PAI Europe VIII 12,356 20,900 Thoma Bravo XVI-A 12,101 — Investindustrial VIII 12,009 — Cinven VIII 11,748 12,789 CVC IX A 10,546 12,789 Bain VI 9,939 11,319 CDR XII 8,908 11,822 The Resolute Fund VI 8,577 11,822 Hellman Friedman XI (Parallel) 8,067 7,881 Advent International X-A 8,039 10,849 Bregal Unternehmerkapital IV-A 7,762 8,526 Green Equity Investors Side IX 7,618 15,611 Permira VIII 7,618 9,356 Genstar Capital Partners XI (EU) 7,455 7,850 Apax XI EUR 6,860 8,383 Gridiron V 6,578 9,008 Oak Hill VI (Offshore) 5,034 — Investindustrial VII 4,895 4,219 Audax Private Equity VII-B 4,546 5,830 Integrum I 4,052 5,715 American Securities IX 4,034 — Thomas H Lee Equity Fund IX 3,998 6,762 PAI Mid-Market Fund 3,764 4,963 BC XI 3,710 4,900 Bowmark VI 3,357 1,357 Hg Genesis X 3,326 3,469 Ivanti 2,979 2,910 Valeas Capital Partners I A 2,973 — CVC VII 2,944 — PAI VII 2,430 2,872 GHO Capital III 2,257 2,617 Bain XIII 2,247 2,739 Audiotonix 2,243 — Bain Tech Opportunities II 2,239 2,276 Tailwind III 2,203 1,517 Ambassador Theatre Group 2,056 2,049 Commitments of less than £2,000,000 at 31 January 2025 62,785 36,908 Total third party 319,687 333,747 Total commitments 553,186 551,965 The Company and its subsidiaries had no other unfunded commitments to investment funds. Commitments made by the Company and its subsidiaries are irrevocable. As at 31 January 2025, the Company (excluding its subsidiaries) had uncalled commitments in relation to the above Portfolio of £114.3m (2024: £98.1m). The Company did not have any contingent liabilities at 31 January 2025 (2024: none). The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation to the above Portfolio of £438.9m (2024: £453.9m). The Company is responsible for financing its pro-rata share of those uncalled commitments (see note 9). ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 77 STR A T EGIC REPO R T NOTES TO THE FINANCIAL STATEMENTS CONTINUED ## 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company is an investment company as defined by Section 833 of the Companies Act 2006 and conducts its affairs so as to qualify as an investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010 (Section 1158). The Company's objective is to provide long-term growth by investing in private companies managed by leading private equity managers. Investments in funds have anticipated lives of approximately 10 years. Direct Investments are made with an anticipated holding period of between three and five years. ### Financial risk management The Company's activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk), investment risk, credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. The Board has overall responsibility for managing the risks and the framework for monitoring and co-ordinating these risks. The Audit Committee regularly reviews, identifies and evaluates the risks taken by the Company to allow them to be appropriately managed. All of the Company's management functions are delegated to the Manager which has its own internal control and risk monitoring arrangements. The Committee makes a regular assessment of these arrangements, with reference to the Company's risk matrix. The Company's financial risk management objectives and processes used to manage these risks have not changed from the previous period and the policies are set out below: ### Market risk #### (i) Currency risk The Company's investments are principally in continental Europe, the US and the UK, and are primarily denominated in euro, US dollars and sterling. There are also smaller amounts in other European currencies. The Company's investments in controlled structured entities are reported in sterling. The Company is exposed to currency risk in that movements in the value of sterling against these foreign currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board regularly reviews the level of foreign currency denominated assets and outstanding commitments in the context of current market conditions and may decide to buy or sell currency or put in place currency hedging arrangements. No hedging arrangements were in place during the financial year. The composition of the net assets of the Company by reporting currency at the year end is set out below: | | Sterling £'000 | Euro £'000 | USD £'000 | Other £'000 | Total £'000 | | --- | --- | --- | --- | --- | --- | | 31 January 2025 | | | | | | | Investments | 1,201,166 | 81,755 | 186,623 | 5 | 1,469,549 | | Cash and cash equivalents and other net current assets | (139,168) | 1,385 | 618 | 8 | (137,157) | | | 1,061,998 | 83,140 | 187,241 | 13 | 1,332,392 | | | | | | | | | 31 January 2024 | | | | | | | Investments | 1,068,115 | 81,164 | 146,881 | 222 | 1,296,382 | | Cash and cash equivalents and other net current assets | (21,553) | 4,504 | 3,878 | 12 | (13,159) | | | 1,046,562 | 85,668 | 150,759 | 234 | 1,283,223 | On a look-through basis to the currency of the portfolio company, the effect of a 25% increase or decrease in the sterling value of the euro would be a fall of £71.3m and a rise of £65.1m in the value of shareholders' equity and on profit after tax at 31 January 2025 respectively (2024: a fall of £74m and a rise of £56.1m based on 25% increase or decrease). The effect of a 25% increase or decrease in the sterling value of the US dollar would be a fall of £158m and a rise of £152.1m in the value of shareholders' equity and on profit after tax at 31 January 2025 respectively (2024: a fall of £141.9m and a rise of £124.4m based on 25% movement). The percentages applied are based on market volatility in exchange rates observed in prior periods. #### (ii) Interest rate risk The Company's assets primarily comprise non-interest bearing investments in funds and non-interest bearing investments in portfolio companies. The fair values of these investments are not significantly directly affected by changes in interest rates. The Company's net debt balance is exposed to interest rate risk; the financial impact of this risk is currently immaterial. The Company is indirectly exposed to interest rate risk through the impact of interest rates on the performance of investments in funds and portfolio companies as a result of interest rate changes impacting the underlying manager valuation. This performance impact as a result of interest rate risk is recognised through the valuation of those investments, which will be affected by the impact of any change in interest rates on the financial performance of the underlying portfolio companies and also on any valuation of those investments for sale. The Company is not able to quantify how a change in interest rates would impact valuations. 78 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N (iii) Price risk The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company’s objective, which is to provide long-term capital growth through investment in unquoted companies. The investment Portfolio is continually monitored to ensure an appropriate balance of risk and reward in order to achieve the Company’s objective. The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be the price itself. The table below shows the impact of a 30% increase or decrease in the valuation of the investment Portfolio. The percentages applied are reasonable based on the Manager’s view of the potential for volatility in the Portfolio valuations under stressed conditions. 31 January 2025 31 January 2024 Increase in Decrease in Increase in Decrease in variable variable variable variable £’000 £’000 £’000 £’000 30% (2023: 30%) movement in the price of investments Impact on profit after tax 423,339 (370,568) 374,044 (320,217) A reasonably possible percentage change in relation to the earnings estimates or Enterprise Value/EBITDA multiples used by the underlying managers to value the private equity fund investments and co-investments may result in a significant change in fair value of unquoted investments. Investment and credit risk (i) Investment risk Investment risk is the risk that the financial performance of the companies in which the Company invests either improves or deteriorates, thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are, by their nature, subject to potential investment losses. The investment Portfolio is highly diversified in order to mitigate this risk. (ii) Credit risk The Company’s exposure to credit risk arises principally from its investment in cash deposits. The Company aims to invest the majority of its liquid portfolio in assets which have low credit risk. The Company’s policy is to limit exposure to any one investment to 15% of gross assets. This is regularly monitored by the Manager as a part of its cash management process. Cash is held on deposit with Royal Bank of Scotland (‘RBS’) and totalled £3.9m (2024: £9.7m). RBS currently has a credit rating of A1 from Moody’s. This represented the maximum exposure to credit risk at the balance sheet date. No collateral is held by the Company in respect of these amounts. None of the Company’s cash deposits or money market fund balances were past due or impaired at 31 January 2025 (2024: nil) and as a result of this, no ECL provision has been recorded. Liquidity risk The Company makes commitments to private equity funds in advance of that capital being invested, typically in illiquid, unquoted companies. These commitments are in excess of the Company’s total liquidity, therefore resulting in an overcommitment. When determining the appropriate level of overcommitment, the Board considers the rate at which commitments might be drawn down, typically over four to six years, versus the rate at which existing investments are sold and cash realised. The Company has an established liquidity management policy, which involves active monitoring and assessment of the Company’s liquidity position and its overcommitment risk. This is regularly reviewed by the Board and incorporated into the Board’s assessment of the viability of the Company, as detailed on page 37 of the Strategic Report. This process incorporates balance sheet and cash flow projections, including scenarios with varying levels of Portfolio gains and losses, fund drawdowns and realisations, availability of the credit facility, exchange rates, and possible remedial action that the Company could undertake if required in the event of significant Portfolio declines. At the year end, the Company had cash and cash equivalents totalling £3.9m and had access to committed bank facilities of £251m maturing in May 2028, which is a multi-currency revolving credit facility provided by SMBC and Lloyds. The key terms of the facility are: • Upfront cost: 120bps. • Non-utilisation fees: 115bps per annum. • Margin on drawn amounts: 300bps per annum. As at 31 January 2025 the Company’s total financial liabilities amounted to £143.1m (2024: £25.1m) of payables which were due in less than one year, which includes accrued balances payable in respect of the credit facility above. Movement in financial liabilities arising from financing activities The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year. 31 January 31 January 2025 2024 £’000 £’000 | At 1 February | 22,062 67,700 | | --- | --- | | Proceeds from borrowings | 139,762 128,109 | | Repayment of long term borrowings | (27,831) (174,954) | | Change in capitalisation of bank facility fees | 782 1,206 | | At 31 January | 134,775 22,061 | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 79 STR A T EGIC REPO R T NOTES TO THE FINANCIAL STATEMENTS CONTINUED # 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED # Capital risk management The Company's capital is represented by its net assets, which are managed to achieve the Company's investment objective. As at the year end, the Company had net debt of £135.9m (2024: £10.3m). The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy back shares and it also determines dividend payments. The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by Section 1159 of the Corporation Tax Act 2010 and by the Companies Act 2006, respectively. Total equity at 31 January 2024, the composition of which is shown on the balance sheet, was £1,332.4m (2024: £1,283.2m). # Fair values estimation IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy: - 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 valuation techniques applied to level 3 assets are described in note 1(c) of the financial statements. No investments were categorised as level 1 or level 2. The Company's policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year when they are deemed to occur. The sensitivity of the Company's investments to a change in value is discussed on page 79. The following table presents the assets that are measured at fair value at 31 January 2025 and 31 January 2024: | 31 January 2025 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | --- | --- | --- | --- | --- | | **Investments held at fair value** | | | | | | Unquoted investments – indirect | – | – | 150,987 | 150,987 | | Unquoted investments – direct | – | – | 154,242 | 154,242 | | Quoted investments – direct | – | – | – | – | | Subsidiary undertakings | – | – | 1,164,320 | 1,164,320 | | **Total investments held at fair value** | – | – | 1,469,549 | 1,469,549 | | 31 January 2024 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | --- | --- | --- | --- | --- | | **Investments held at fair value** | | | | | | Unquoted investments – indirect | – | – | 136,473 | 136,473 | | Unquoted investments – direct | – | – | 123,823 | 123,823 | | Quoted investments – direct | – | – | – | – | | Subsidiary undertakings | – | – | 1,036,085 | 1,036,085 | | **Total investments held at fair value** | – | – | 1,296,381 | 1,296,381 | All investments are valued at fair value in accordance with IFRS 13. The Company has no quoted investments as at 31 January 2025 (2024: Nil); quoted investments held by subsidiary undertakings are reported within Level 3. Investments in Level 3 securities are in respect of private equity fund investments and co-investments. These are held at fair value and are calculated using valuations provided by the underlying manager of the investment, with adjustments made to the statements to take account of cash flow events occurring after the date of the manager's valuation, such as realisations or liquidity adjustments. 80 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N The following tables present the changes in Level 3 instruments for the year to 31 January 2025 and 31 January 2024. | | Unquoted investments | | Unquoted investments | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | (indirect) at fair value | | | (direct) at fair value | | Subsidiary | | | | | through profit or loss | | through profit or loss | | | undertakings | | Total | | 31 January 2025 | | £’000 | | | £’000 | | £’000 | £’000 | Opening balances 136,473 123,823 1,036,086 1,296,382 Additions 18,124 16,020 151,292 185,436 Disposals (16,076) (4,138) (125,769) (145,983) Gains and losses recognised in profit or loss 14,524 16,479 102,711 133,714 Closing balance 153,045 152,184 1,164,320 1,469,549 | | Unquoted investments | | Unquoted investments | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | (indirect) at fair value | | (direct) at fair value | | Subsidiary | | | | | through profit or loss | | through profit or loss | | undertakings | | Total | | 31 January 2024 | | £’000 | | £’000 | | £’000 | £’000 | Opening balances 158,896 110,282 1,079,897 1,349,075 Additions 14,933 10,248 116,988 142,169 Disposals (37,167) (3,590) (195,300) (236,057) Gains and losses recognised in profit or loss (188) 6,883 34,500 41,194 Closing balance 136,474 123,823 1,036,085 1,296,381 18 RELATED PARTY TRANSACTIONS Significant transactions between the Company and its subsidiaries are shown below: | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | | 31 January | | 31 January | | | | | 2025 | | 2024 | | Subsidiary Nature of transaction | | £’000 | | £’000 | ICG Enterprise Trust Limited Partnership Increase in amounts owed to subsidiaries — — (Decrease) in amounts owed by subsidiaries (8,689) (102) Income allocated — — ICG Enterprise Trust (2) Limited Partnership Increase in amounts owed to subsidiaries (2,956) 11,420 (Decrease) in amounts owed by subsidiaries — — Income allocated (169) 151 ICG Enterprise Trust Co-investment LP Increase in amounts owed by subsidiaries 33,229 (10,416) Income allocated 2,127 6,681 ICG Enterprise Holdings LP Increase in amounts owed to subsidiaries — (45,725) Income allocated 4,224 6,819 ICG Morse Partnership LP Increase in amounts owed by subsidiaries — (14,513) (Decrease) in amounts owed to subsidiaries — — Income allocated — — ICG Lewis Partnership LP (Decrease) in amounts owed by subsidiaries 687 1,820 Increase in amounts owed by subsidiaries — — Income allocated — — ICG Enterprise Trust Limited Partnership transferred its remaining assets to ICG Enterprise Trust PLC during the year ended 31 January 2025. It will be dissolved during the year ended 31 January 2026 and will cease to be a subsidiary at that time. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 81 STR A T EGIC REPO R T NOTES TO THE FINANCIAL STATEMENTS CONTINUED 18 RELATED PARTY TRANSACTIONS CONTINUED For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Directors as disclosed on page 40. Details of remuneration are disclosed below and in further detail in the Directors’ Remuneration Report on page 48. | Remuneration in the year (audited) | | Fees Expenses Total | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | 2024 | 2025 | 2024 | 2025 | 2024 | | Name | £’000 | | £’000 | £’000 | £’000 | £’000 | £’000 | Jane Tufnell 74 71 — 74 71 Alastair Bruce 60 58 — — 60 58 David Warnock 59 46 — 59 46 Gerhard Fusenig 48 46 3 2 51 49 Adiba Ighodaro 48 46 — — 48 46 Janine Nicholls 48 46 — — 48 46 Total 337 313 3 2 340 316 Amounts owed by/to subsidiaries represent the Company’s loan account balances with those entities, to which the Company’s share of drawdowns and distributions in respect of those entities are credited and debited respectively. Amounts owed by subsidiaries Amounts owed to subsidiaries 31 January 2025 31 January 2024 31 January 2025 31 January 2024 Subsidiary £’000 £’000 £’000 £’000 ICG Enterprise Trust Limited Partnership — — (492) 8,197 ICG Enterprise Trust (2) Limited Partnership — — 31,372 34,328 ICG Enterprise Trust Co-Investment LP 273,555 240,326 — — ICG Enterprise Holdings LP — — — — ICG Morse Partnership LP — — — — ICG Lewis Partnership LP 8,569 7,881 — — 82 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINANCIAL STATEMENTS O T HER I NFOR M A TIO N The Company and its subsidiaries’ total shares in funds and co-investments managed by the Company’s Manager are: Year ended 31 January 2025 Year ended 31 January 2024 | | Remaining | | Fair value | | Remaining | | Fair value | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | commitment | | investment | | commitment | | investment | | | Fund/Co-investment | | £’000 | | £’000 | | £’000 | | £’000 | ICG MXV Co-Investment 8,361 32,728 217 31,658 ICG Strategic Equity Fund III 10,727 31,043 10,942 39,374 ICG Europe VII 6,082 30,721 6,541 35,021 ICG Ludgate Hill (Feeder B) SCSp 13,591 23,814 13,860 24,366 ICG Europe VIII 14,339 23,640 25,901 10,746 ICG Augusta Partners Co-Investor 17,775 20,469 17,365 15,533 ICG Ludgate Hill (Feeder) III A Porsche SCSp 5,691 17,995 4,652 21,104 ICG Newton Co-Investment 393 17,808 393 17,909 ICG Progress Co-Investment 421 17,265 577 15,156 ICG Vanadium Co-Investment 246 16,180 251 14,209 ICG Ludgate Hill (Feeder) II Boston SCSp 5,392 16,030 5,267 14,721 ICG Match Co-Investment 132 15,253 129 15,403 ICG Colombe Co-investment 1,810 13,795 1,678 12,221 ICG Europe Mid-Market Fund 5,524 13,494 5,476 13,819 ICG LP Secondaries Fund I LP 41,146 12,175 34,811 21,980 ICG Cheetah Co-Investment 635 11,123 669 11,570 CX VIII Co-Investment 167 9,076 171 8,996 ICG Asia Pacific Fund III 2,523 8,706 2,634 8,436 ICG Dallas Co-Investment 1,240 8,172 1,280 8,245 ICG Strategic Equity V 36,868 7,101 19,704 895 ICG Strategic Equity IV 7,055 32,851 10,385 28,029 ICG Sunrise Co-Investment 75 5,840 76 5,402 ICG Crown Co-Investment 96 5,492 122 4,817 ICG Recovery Fund 2008 B1 846 4,954 862 4,545 ICG Strategic Secondaries Fund II 16,938 4,853 16,547 10,052 ICG Holiday Co-Investor I 286 3,748 285 2,655 ICG North American Private Debt Fund II 2,097 3,061 1,682 5,467 ICG Europe VI 4,013 2,814 4,311 5,719 ICG Holiday Co-Investor II 199 2,775 197 1,966 ICG Europe Mid-Market II 19,245 1,534 21,316 (263) ICG Europe V 545 757 555 808 ICG Cross Border 182 273 178 5,555 ICG Diocle Co-Investment 145 81 148 98 ICG Velocity Partners Co-Investor 650 18 635 — ICG European Fund 2006 B1 480 15 489 28 ICG Topvita Co-Investment 687 — 700 — ICG Trio Co-Investment 36 — 37 7,988 Ambassador Theatre Group — — — 14,177 ICG EOS Loan Fund I Ltd — — — — Total 226,638 415,652 211,043 438,410 At the balance sheet date the Company has fully funded its share of capital calls due to ICG-managed funds in which it is invested. 19 POST BALANCE SHEET EVENTS On 2 April 2025, the Company announced the completion of a secondary sale of primary fund interests generating £62m net proceeds and releasing undrawn commitments of £10m. On 30 April 2025 the Company cancelled its Treasury shares (see note 14). 9,358,808 shares were cancelled. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 83 STR A T EGIC REPO R T 30 LARGEST FUND INVESTMENTS (UNAUDITED) The table below presents the 30 largest fund investments by value at 31 January 2025. The valuations are net of underlying managers’ fees and carried interest. Outstanding Outstanding Year of Value commitment Year of Value commitment Fund commitment £m £m Fund commitment £m £m 1 | 1 PAI Strategic Partnerships | | | 17 ICG Ludgate Hill III | | | --- | --- | --- | --- | --- | | | Mid-market and large buyouts 2019 34.6 0.2 | | | Secondary portfolio 2022 18.0 5.7 | | 2 ICG Strategic Equities Fund IV | | | 18 Resolute V | | | | GP-led secondary transactions 2021 32.9 7.1 | | | Mid-market buyouts 2021 17.1 1.4 | | 3 ICG Strategic Equities Fund III | | | 19 Advent Global Private Equity IX | | | | GP-led secondary transactions 2018 31.0 11.2 | | | Large buyouts 2019 16.4 0.5 | | 4 ICG Europe VII | | | 20 ICG Ludgate Hill (Feeder) II Boston SCSp | | | | Mezzanine and equity | 2018 30.7 6.1 | | Secondary portfolio 2022 16.0 5.4 | in mid-market buyouts 21 New Mountain Partners VI 5 CVC European Equity Partners VII Mid-market buyouts 2020 14.9 0.5 Large buyouts 2017 25.7 2.9 22 Investindustrial VII 6 PAI Europe VII Mid-market buyouts 2019 14.0 4.9 Mid-market and large buyouts 2017 24.6 2.4 23 ICG Europe Mid-Market Fund 7 ICG Ludgate Hill (Feeder B) SCSp | | | | | Mezzanine and equity | 2019 13.5 5.5 | | --- | --- | --- | --- | --- | --- | | | Secondary portfolio 2021 23.8 13.6 | | | in mid-market buyouts | | | 8 ICG Europe VIII | | | 24 CVC Capital Partners VIII | | | | | Mezzanine and equity | 2021 23.6 14.3 | | Large buyouts 2020 13.4 0.5 | | in mid-market buyouts 25 Bowmark Capital Partners VI 9 Gridiron Capital Fund III Mid-market buyouts 2018 13.1 3.4 Mid-market buyouts 2016 23.4 1.3 26 Tailwind Capital Partners III 10 Resolute IV Mid-market buyouts 2018 13.1 2.2 Mid-market buyouts 2018 23.0 0.9 27 BC European Capital X 11 Gridiron Capital Fund IV Large buyouts 2016 13.1 1.4 Mid-market buyouts 2019 21.5 0.5 28 Thomas H Lee Equity Fund IX 1 12 ICG Augusta Partners Co-Investor Mid-market and large buyouts 2021 12.9 4.0 Secondary fund restructurings 2018 20.5 17.8 29 Permira VII 13 Oak Hill V Large buyouts 2019 12.6 1.6 Mid-market buyouts 2019 19.9 0.6 30 ICG LP Secondaries Fund I LP 14 Seventh Cinven LP-led secondary transactions 2022 12.2 41.1 Large buyouts 2019 19.8 1.8 Total of the largest 2 15 Graphite Capital Partners VIII 30 fund investments 593.0 165.3 Mid-market buyouts 2013 19.3 4.1 Percentage of total investment Portfolio 0.4 16 Graphite Capital Partners IX Mid-market buyouts 2018 18.4 2.3 1 Includes the associated Top Up funds. 2 All or part of interest acquired through a secondary sale. 84 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON PORTFOLIO ANALYSIS (UNAUDITED) The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2025. The valuations are gross of underlying managers’ fees and carried interest. Year of Company Manager investment Country Supplier of fire protection systems and services ICG 2018 Germany 3.1% 2 Froneri Manufacturer and distributor of ice cream products PAI Partners 2013/2019 United Kingdom 2.5% 3 Chewy ECommerce platform for premium pet food and products BC Partners 2022 United States 2.0% 4 Datasite Global Corporation Provider of software focused on virtual data rooms ICG 2024 United States 1.9% 5 Leaf Home Solutions Provider of home maintenance services Gridiron Capital 2016 United States 1.6% 6 Visma Provider of business management software and outsourcing services HgCapital/ICG 2020/2024 Norway 1.6% 7 Circana Provider of mission-critical data and predictive analytics to consumer goods manufacturers New Mountain Capital 2022 United States 1.6% 8 European Camping Group Operator of premium campsites and holiday parks PAI Partners 2021/2023 France 1.5% 9 Davies Group Provider of speciality business process outsourcing services BC Partners 2021 United Kingdom 1.5% 10 Ambassador Theatre Group Operator of theatres and ticketing platforms ICG 2021 United Kingdom 1.4% 11 Precisely Provider of enterprise software Clearlake Capital/ICG 2021/2022 United States 1.3% 12 Newton Provider of management consulting services ICG 2021/2022 United Kingdom 1.3% 13 David Lloyd Leisure Operator of premium health clubs TDR Capital 2013/2020 United Kingdom 1.3% 14 Curium Pharma Supplier of nuclear medicine diagnostic pharmaceuticals ICG 2020 United Kingdom 1.3% 15 PSB Academy Provider of private tertiary education ICG 2018 Singapore 1.3% 16 Crucial Learning Provider of corporate training courses focused on communication skills and Leeds Equity Partners 2019 United States 1.3% leadership development 17 Class Valuation Provider of residential mortgage appraisal management services Gridiron Capital 2021 United States 1.3% 18 Domus Operator of retirement homes ICG 2017/2021 France 1.2% 19 Yudo Designer and manufacturer of hot runner systems ICG 2017/2018 South Korea 1.2% 20 ECA Group Provider of autonomous systems for the aerospace and maritime sectors ICG 2022 France 1.1% 21 Brooks Automation Provider of semiconductor manufacturing solutions Thomas H. Lee Partners 2021/2022 United States 1.0% 22 Planet Payment Provider of integrated payments services focused on hospitality and luxury retail Advent International/ 2021 Ireland 1.0% Eurazeo Funds Management Luxembourg/ICG 23 Ivanti Provider of IT management solutions Charlesbank Capital 2021 United States 1.0% Partners/ICG 24 Vistage Provider of CEO leadership and coaching for small and mid-size businesses in the US Gridiron Capital 2022 United States 1.0% Value as ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 85 a % of STR A T EGIC REPO R T Portfolio 1 Minimax PORTFOLIO ANALYSIS (UNAUDITED) CONTINUED Year of Company Manager investment Country 25 Audiotonix Manufacturer of audio mixing consoles PAI Partners 2024 United Kingdom 0.9% 26 Digicert Provider of enterprise security solutions ICG 2021 United States 0.9% 27 Ping Identity Provider of intelligent access management solutions Thoma Bravo 2022/2023 United States 0.9% 28 KronosNet Provider of tech-enabled customer engagement and business solutions ICG 2022 Spain 0.8% 29 Archer Technologies Developer of governance, risk and compliance software intended for risk Cinven 2023 United States 0.7% management 30 Silvus Technologies Developer of mobile communications datalinks used in law enforcement, unmanned The Jordan Company 2019 United States 0.7% systems and other commercial/industrial applications Total of the 30 largest underlying investments 40.2% This section presents supplementary information regarding the Portfolio (see the Manager’s review and the Glossary for further details and definitions). PORTFOLIO COMPOSITION % of value % of value 31 January 31 January 31 January 31 January of underlying of underlying Portfolio by invested 2025 2025 2024 2024 1 Portfolio by calendar year investments investments currency £m % £m % of investment 31 January 2025 31 January 2024 US dollar 795.9 52.3% 673.7 49.9% 2025 0.5% —% Euro 584.2 38.4% 555.1 41.2% 2024 10.1% —% 7.6% 6.9% Sterling 139.8 9.2% 119.8 8.9% 2023 | 2022 | 18.5% 18.7% | Other 3.2 0.2% 0.3 —% | | --- | --- | --- | | 2021 | 25.7% 27.9% | Total 1,523.1 100.0% 1,349 100.0% | | 2020 | 8.6% 11.4% | | 1 Currency exposure by reference to the reporting currency of each investment. | 2019 | 10.3% 12.4% | | --- | --- | | 2018 | 7.3% 10.5% | | 2017 | 2.2% 4.2% | | 2016 and older | 9.2% 8.0% | Total 100.0% 100.0% | | | % of value | | | % of value | | --- | --- | --- | --- | --- | --- | | | | of underlying | | | of underlying | | | | investments | | | investments | | Portfolio by sector | 31 January 2025 | | | 31 January 2024 | | | TMT | | | 29.9% 25.3% | | | | Consumer goods and services | | | 18.1% 17.5% | | | | Healthcare | | | 11.5% 11.3% | | | | Business services | | | 12.4% 13.1% | | | | Industrials | | | 7.8% 7.9% | | | | Education | | | 7.6% 5.7% | | | | Financials | | | 5.0% 7.4% | | | | Leisure | | | 4.0% 7.3% | | | | Other | | | 3.7% 4.5% | | | Total 100.0% 100.0% Value as 86 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 a % of Portfolio GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON GLOSSARY (UNAUDITED) Alternative Performance Measures (‘APMs’) are a term defined Discount arises when the Company’s shares trade at a price below by the European Securities and Markets Authority as ‘financial the Company’s NAV per Share. In this circumstance, the price that measures of historical or future performance, financial position, an investor pays or receives for a share would be less than the or cash flows, other than a financial measure defined or specified value attributable to it by reference to the underlying assets. The in the applicable financial reporting framework’. Discount is the difference between the share price and the NAV, expressed as apercentage of the NAV. For example, if the NAV APMs are used in this report if considered by the Board and was 100p and the share price was 90p, the Discount would be 10%. the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company and for Drawdowns are amounts invested by the Company when called comparing the performance of the Company to its peers, taking by underlying managers in respect of an existing Commitment. into account industry practice. EBITDA stands for earnings before interest, tax, depreciation and Definitions and reconciliations to IFRS measures are provided in amortisation, which is a widely used performance measure in the the main body of the report or in this Glossary, where appropriate. private equity industry. Buyback impact on NAV per Share is calculated by comparing Enlarged Perimeter As well as performance metrics for our Top the NAV per Share with an adjusted NAV per Share as follows: 30 companies, we include data for our ‘Enlarged Perimeter’, which represents the aggregate value of the Top 30 Companies and as Year ended Since inception many of the managers from within the Top 30 funds as practicable. | | 31 January 2025 | | (Oct. 22) | | | | --- | --- | --- | --- | --- | --- | | Opening number of shares | | 67,190,867 68,523,055 | | A | Enterprise Value (‘EV’) is the aggregate value ofacompany’s entire | | Number of shares bought back | | | | | issued share capital and Net Debt. | | in period | | 2,912,675 4,244,863 | | | | Exclusion List The Exclusion List defines the business activities Closing number of shares 64,278,192 64,278,192 B whichare excluded from investment. 31 January 2025 NAV £1,332m £1,332m C FTSE All-Share Index Total Return The change in the level of the Add back cash invested in buybacks £36m £51m FTSE All-Share Index, assuming that dividends are re-invested on 31 January 2025 NAV theday that they are paid. | + cash invested in buybacks | £1,368m £1,383m | | | D | | | --- | --- | --- | --- | --- | --- | | 31 January 2025 NAV per Share | 2,073p 2,073p | | E (C/B) | | Full Exits are exit events (e.g., trade sale, sale by public offering, or | | Pro forma NAV per Share | | | | | sale to a financial buyer) following which the residual exposure to | | excluding buybacks | 2,036p 2,019p | | F (D/A) | | an underlying company is zero or immaterial; this does not include | | Impact of buybacks | | 36p 54p | G (E/F) | | Fund Disposals. See ‘Fund Disposals’. | | NAV per Share accretion | | | | | Fund Disposals are where the Company receives sales proceeds from | | from buybacks | | 1.8% 2.7% | | G/F | | the full or partial sale of a fund position within the secondary market. Note: scenario excluding buyback does not include any cash impact of dividends that General Partner (‘GP’) The General Partner is the entity managing would have been paid to holders of those shares had the buyback not been undertaken. aprivate equity fund. This is commonly referred to as the manager. Carried Interest is equivalent to a performance fee. This represents Hedging is an investment technique designed to offset a potential ashare of the profits that will accrue to the underlying private equity loss on one investment by purchasing a second investment that is managers, after achievement of an agreed Preferred Return. expected to perform in the opposite way. Cash drag is the negative impact on performance arising as a result Initial Public Offering (‘IPO’) An IPO is an offering by a company ofthe allocation of a portion of the entity’s assets to cash. of its share capital to the public with a view to seeking an admission Co-investment is a Direct Investment in a company alongside of its shares to a recognised stock exchange. a private equity fund. Internal Rate of Return (‘IRR’) is a measure ofthe rate of return Co-investment Incentive Scheme Accrual represents the received by an investor in a fund. It is calculated from cash drawn estimated value of interests in the Co-investment Incentive from and returned to the investor, together with the residual value Scheme operated bythe subsidiary partnerships of the Company. of the investment. Commitment represents the amount of capital that each investor Investment Period is the period in which funds areable to make agrees to contribute to a fund or a specific investment. new investments under the terms of their fund agreements, typically up to five years after the initial Commitment. Compound Annual Growth Rate (‘CAGR’) is the rate of return that would be required for an investment to grow from its Last Twelve Months (‘LTM’) refers to the timeframe of the beginning balance to its ending balance, assuming the profits were immediately preceding 12 months in reference to financial metrics reinvested atthe end of each period of the investment’s life span. used to evaluate the Company’s performance. Deployment See ‘Total new investment’. Limited Partner (‘LP’) The Limited Partner is an institution or individual who commits capital to a private equity fund established Direct Investment is an investment in a portfolio company held asa Limited Partnership. These funds are generally protected directly, not through a private equity fund. Direct Investments from legal actions and any losses beyond the original investment. are typically co-investments with a private equity fund. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 87 STR A T EGIC REPO R T GLOSSARY (UNAUDITED) CONTINUED Limited Partnership A Limited Partnership includes one or more Other Net Liabilities at the aggregated Company level represent General Partners, who have responsibility for managing the net other liabilities per the Company’s balance sheet. Net other business of the partnership and have unlimited liability, and one liabilities per the balance sheet of the subsidiaries are amounts or more Limited Partners, who do not participate in the operation payable under the Co-investment Incentive Scheme Accrual. of the partnership and whose liability is ordinarily capped at their Overcommitment refers to where private equity fund investors capital andloan contribution to the partnership. In typical fund make Commitments exceeding the amount of cash immediately structures, the General Partner receives a priority share ahead available for investment. When determining the appropriate level of distributions toLimited Partners. of Overcommitment, careful consideration needs to be given to Net Asset Value per Share (‘NAV per Share’) is the value of the rate at which Commitments might be drawn down, and the rate the Company’s net assets attributable to one ordinary share. It is at which realisations will generate cash from the existing Portfolio calculated by dividing ‘shareholders’ funds’ by the total number to fund new investment. of ordinary shares in issue. Shareholders’ funds are calculated by Portfolio represents the aggregate of the investment Portfolios of the deducting current and long-term liabilities, and any provision for Company and of its subsidiary Limited Partnerships. This APM liabilities and charges, from the Company’s total assets. is consistent with the commentary in previous annual and interim Net Debt is calculated as the total short-term and long-term debt reports. The Board and the Manager consider that disclosing our in a business, less cash and cash equivalents. Portfolio assists shareholders in understanding the value and performance of the underlying investments selected by the Manager. Ongoing Charges are calculated in line with guidance issued by It is shown before the Co-investment Incentive Scheme Accrual the Association of Investment Companies (‘AIC’) and capture to avoid being distorted by certain funds and Direct Investments management fees and expenses, excluding finance costs, incurred on which ICG Enterprise Trust Plc does not incur these costs (for at the Company level only. The calculation does not include the example, on funds managed by ICG plc). Portfolio is related to the expenses and management fees incurred by any underlying funds. NAV, which is the value attributed to our shareholders, and which Amount also incorporates the Co-investment Incentive Scheme Accrual as Total per excluded from Included well as the value of cash retained on our balance sheet. income AIC Ongoing Ongoing statement Charges Charges The value of the Portfolio at 31 January 2025 is £1,523.1m 31 January 2025 £’000 £’000 £’000 (2024: £1,345.7m). Management fees 16,175 — 16,175 The closest equivalent amount reported on the balance sheet is General expenses 1,500 165 1,665 ‘investments at fair value’. A reconciliation of these two measures Finance costs 9,354 (9,354) — along with other figures aggregated for the Company and its subsidiary Limited Partnerships is presented below: Total 27,029 (9,189) 17,840 Net assets Total Company Total Ongoing Charges 17,840 IFRS balance of subsidiary Co-investment and subsidiary 31 January 2025 sheet fair Limited Incentive Limited Average NAV 1,294,186 | | £m | | | value | Partnerships | Scheme Accrual | Partnerships | | --- | --- | --- | --- | --- | --- | --- | --- | | Ongoing Charges as % of NAV 1.38% | | 1 | | | | | | | | Investments | | 1,469.5 (0.3) 53.9 1,523.1 | | | | | Cash 3.9 3.9 Amount Total per excluded from Included Other Net income AIC Ongoing Ongoing Liabilities (141.0) 0.3 (53.9) (194.6) statement Charges Charges 31 January 2024 £’000 £’000 £’000 Net assets 1,332.4 — — 1,332.4 Management fees 16,148 — 16,148 Net assets of Total Company General expenses 1,773 (209) 1,564 IFRS balance subsidiary Co-investment and subsidiary 31 January 2024 sheet fair Limited Incentive Limited Finance costs 8,152 (8,152) — | | £m | | | value | Partnerships | Scheme Accrual | Partnerships | | --- | --- | --- | --- | --- | --- | --- | --- | | Total 26,073 (8,362) 17,712 | | 1 | | | | | | | | Investments | | 1,296.4 (1.9) 54.4 1,349.0 | | | | | Total Ongoing Charges 17,712 Cash 9.7 9.7 Average NAV 1,291,759 Other Net Liabilities (22.9) 1.9 (54.4) (75.5) Ongoing Charges as % of NAV 1.37% Net assets 1,283.2 — — 1,283.2 Included within General expenses above are £(0.2)m (credit) 1 Investments as reported on the IFRS balance sheet at fair value comprise the total of (2024: £0.2m) of other expenses which are non-recurring and assets held by the Company and the net asset value of the Company’s investments in are excluded from the Ongoing Charges. the subsidiary Limited Partnerships. 88 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON Portfolio Return on a Local Currency Basis represents the change in Share buybacks, or stock repurchases, occur when a company the valuation of the Company’s Portfolio before the impact of uses its own funds to buy its outstanding shares in the open market, currency movements and Co-investment Incentive Scheme Accrual. thereby reducing the number of shares in circulation. As a result of buybacks, existing shareholders own a greater percentage of the The Portfolio return of 10.2% is calculated as follows: company’s assets and profits. If share buybacks are executed at a 31 January 31 January discount to NAV, the buyback will increase the NAV per Share of £m 2025 2024 the remaining shares outstanding. Income, gains and losses on investments 142.0 125.3 Share Price Total Return is the change in the Company’s share Foreign exchange gains and losses included price, assuming that dividends are re-invested on the day that in gains and losses on investments 5.4 (38.6) they are paid. Incentive accrual valuation movement (9.3) (3.7) Total New Investment is the total of direct Co-investment Total gains on Portfolio investments and fund investment Drawdowns in respect of the Portfolio. excluding impact of foreign exchange 138.1 83.1 In accordance with IFRS 10, the Company’s subsidiaries are Opening Portfolio valuation 1,349.0 1,406.4 deemed to be investment entities and are included in subsidiary investments within the financial statements. Movements in the Portfolio Return on a Local Currency Basis 10.2% 5.9% cash flow statement within the financial statements reconcile Portfolio Company refers to an individual company in an to the movement in the Portfolio as follows: investment portfolio. 31 January 31 January £m 2025 2024 Preferred Return is the preferential rate of return on an individual investment or a portfolio of investments, which is typically 8% Purchase of Portfolio investments per cash flow statement 34.1 25.2 per annum. Purchase of Portfolio investments within Premium occurs when the share price is higher than the NAV subsidiary investments 152.2 111.6 and investors would therefore be paying more than the value Return of invested cost/expenses (4.9) — attributable to the shares by reference to the underlying assets. Total New Investment 181.4 136.7 Quoted Company is any company whose shares are listed or traded on a recognised stock exchange. Total Proceeds are amounts received by the Company in respect of the Portfolio, which may be in the form of capital proceeds or Realisation Proceeds are amounts received in respect of income such as interest or dividends. In accordance with IFRS 10, underlying realisation activity from the Portfolio and exclude any the Company’s subsidiaries are deemed to be investment entities inflows from the sale of fund positions via the secondary market. and are included in subsidiary investments within the financial Realisations – Multiple to Cost is the average return from Full statements. Exits from the Portfolio in the period on a primary investment basis, Movements in the cash flow statement within the financial weighted by cost. statements reconcile to the movement in the Portfolio as follows: | | 31 January | | 31 January | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | £m | | 2025 | | 2024 | | 31 January | | 31 January | | | | | | | | £m | | 2025 | | 2024 | Cumulative realisation proceeds from full exits in the year 73.7 100.8 Sale of Portfolio investments per cash flow statement 20.0 40.6 Cost 35.9 28.8 Sale of Portfolio investments, interest Average return multiple to cost 2.9x 3.5x received and dividends received within subsidiary investments 125.8 195.3 Realisations – Uplift to Carrying Value is the aggregate uplift on Interest income per cash flow statement 0.5 1.7 Full Exits from the Portfolio in the period excluding publicly listed Dividend income per cash flow statement 0.5 0.8 companies that were exited via sell downs of their shares. Return of invested cost 4.0 — 31 January 31 January £m 2025 2024 Total Proceeds 150.8 238.6 Realisation Proceeds from Full Exits in the Fund Disposals — (67.6) year 73.7 100.8 Realisation Proceeds 150.8 171.0 Prior Carrying Value (at previous quarterly valuation prior to exit) 62.0 89.2 Total Return is the change in the Company’s Net Asset Value per Realisation – Uplift to Carrying Value 19.0% 29.5% Share, assuming that dividends are re-invested at the end ofthe quarter in which the dividend was paid. Secondary Investments occur when existing private equity fund interests and Commitments are purchased from an investor Undrawn Commitments are Commitments that have not yet been seeking liquidity. drawn down (please see ‘Drawdowns’). Unquoted Company is any company whose shares are not listed or traded on a recognised stock exchange. Valuation Date is the date of the valuation report issued by the underlying manager. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 89 STR A T EGIC REPO R T SHAREHOLDER INFORMATION | ADDRESS | DIVIDEND: 2024/2025 | E-COMMUNICATIONS FOR SHAREHOLDERS | | --- | --- | --- | | ICG Enterprise Trust Plc | Quarterly dividends of 8.5 pence were paid on: | ICG Enterprise Trust Plc would like to | | Procession House | | encourage shareholders to receive | • 30 August 2024 55 Ludgate Hill shareholder documents electronically, • 29 November 2024 London EC4M 7JW via our website or email notification • 28 February 2025 instead of hard copy format. 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For those shareholders that hold their shares The announcement and publication of Alternatively, dividends may be paid through the Columbia Threadneedle savings the Company’s results may normally be direct into a shareholder’s bank account schemes, please contact the Columbia expected in the months shown below: via Bankers’ Automated Clearing Service Threadneedle Investor Services team (investor. May: Final results for year announced, (‘BACS’). This can be arranged by enquiries@columbiathreadneedle.com) to Annual Report and Accounts register your details for e-communications. contacting the Company’s Registrar, published Computershare Investor Services PLC. 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London EC2V 7BF Group does not promote, sponsor or endorse the content of this communication. 020 7260 1000 90 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON INVESTMENT POLICY ENVIRONMENTAL, SOCIAL AND OVERCOMMITMENT AND ### The objective of the Company GOVERNANCE (‘ESG’) MATTERS USE OF CREDIT FACILITIES ### is to provide long-term growth The Company is committed to its The Company intends to be overcommitted ### by investing in private companies responsibility to its community and in order to ensure a high level of investment. ### managed by leading private environment and ESG matters are The Company may from time to time draw considered as part of the investment on its pre-agreed borrowing facilities to fund ### equity managers. process. The Company aims to act investment drawdowns and ongoing expenses responsibly and cautiously as the of the Company. This allows the Company INVESTMENT TYPE The Company will typically invest through: guardian of its investors’ capital and to operate a more efficient balance sheet ensures that ESG matters are considered by reducing the need to retain large cash • Primary Funds: commitments to private at all stages of the investment cycle. balances. The Company’s objective is to be equity funds during their initial fund raise. broadly fully invested, while ensuring that • Secondary Funds: acquiring interests in QUOTED SECURITIES there is sufficient liquidity to be able to funds or investments after the fund’s The Company may from time to time have take advantage of attractive investment initial fund raise accessed either directly underlying interests in quoted companies. opportunities as they arise. We do not intend or through a fund structure. This is typically due to companies which to be geared other than for short-term • Direct Investments: investing alongside were originally acquired as private companies working capital purposes. The level of leading private equity managers, or being listed on public markets as part of overcommitment is monitored regularly by the directly, in specific private companies. an exit strategy. It may hold these interests Board and the Manager, taking into account through a fund (where the underlying uninvested cash, the availability of bank INVESTMENT STAGE manager is responsible for exiting the facilities, the projected timing of cash flows to The Company will predominantly gain investment) or directly. and from the Portfolio, and market conditions. exposure to private companies which are The Company does not anticipate acquiring mature, cash generative, profitable CASH new listed investments unless directly businesses and where the underlying private The Company holds cash on deposit with related to the execution of its private equity manager exercises majority control. UK regulated banks or invests it in debt company investment strategy. The Company may invest in other private instruments or money market funds which markets strategies if it feels that these themselves invest in such instruments. RISK DIVERSIFICATION opportunities would offer shareholders These investments are typically very liquid, The Company will ensure that its interest similar risk-adjusted returns to its core with high credit quality and low capital risk. in any one portfolio company, taking into investment strategy. It does not expect The Company will limit exposure to any one account direct and indirect holdings, will such investments to constitute a substantial bank, issuer or fund to 15% of gross assets. not exceed 15% of the Company’s total part of its investment programme. investments at the time of initial acquisition COMPARATOR INDEX or subsequent addition. It is the Company’s PORTFOLIO CONSTRUCTION The Company’s comparator index is the policy to invest no more than 10% of its gross The Company does not have any fixed FTSE All-Share Index Total Return. The assets in other listed investment companies. allocations to specific sectors or regions, Board considers that this provides the but aims to be broadly diversified by most appropriate reference point for the geography, industry sector and year Company’s shareholders. of investment. HEDGING The Company may invest in either equity The Company holds investments and or debt instruments but expects that makes fund commitments in currencies underlying investments will mostly be other than sterling and is exposed to the in equity instruments. It expects that risk of movements in the exchange rate the majority of its returns will be derived of these currencies. From time to time from capital appreciation. the Company may put in place hedging arrangements in order to manage currency risk. The Company may also from time to time consider hedging certain other risks of the Company such as equity market exposure or interest rate risk. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 91 STR A T EGIC REPO R T ADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED) FAIR TREATMENT OF SHAREHOLDERS REMUNERATION ### The Company is an Alternative The Manager is governed by a board Under the AIFMD, we are required to ### Investment Fund for the purposes consisting of both non-executive and make disclosures relating to remuneration ### of the UK Alternative Investment | | executive directors which oversees and | of certain employees working for the | | --- | --- | --- | | Fund Managers Directive | manages the ICG Group of which the | Manager, which acted as manager of the | | (‘AIFMD’) and the Manager was | Manager is part. ICG has a number of | Company throughout the year ended | | | committees that assist in this regard, | 31 January 2025. | ### appointed as its Alternative together with a risk function that through a ### Investment Fund Manager for Amount of remuneration paid risk framework assists in the identification, The relevant disclosures are available ### the purposes of the AIFMD. control and mitigation of the ICG Group’s on the Company’s website. risks. This includes, but is not limited to, The Directive requires certain disclosures the fair treatment of the ICG Group’s Co-investment Incentive Scheme to be made in the Annual Report of the regulatory clients, fund investors and The incentive paid by the Company Company. Many of these disclosures are corporate investors. Details of ICG’s during the year ended 31 January 2025 included in other sections of the Annual governance and risk framework can be is disclosed in note 9 to the financial Report and Accounts, principally the found in ICG’s annual report which is statements. Strategic Report (pages 1 to 37), available at www.icgam.com. Remuneration and incentivisation Governance (pages 38 to 54) and Financial Statements (pages 62 to 83). policies and practices RISK PROFILE AND RISK MANAGEMENT This section completes the disclosures The overriding principle governing The risks and uncertainties facing the required by the Directive. the Manager’s remuneration decisions Company are regularly reviewed by the is that awards, in particular of variable Board, the Audit Committee and the ASSETS SUBJECT TO SPECIAL ARRANGEMENTS remuneration, do not encourage risk taking Manager. The principal risks faced by the The Company holds no assets subject to which is inconsistent with the investment Company and the approach to managing special arrangements arising from their objectives (and therefore risk profiles) those risks are set out in Principal risks illiquid nature which are unusual within of the funds managed by the Manager. and uncertainties (page 33). the context of the fund. Remuneration consists of salary, bonus The sensitivity of the Company to market, and co-investment incentives. LEVERAGE credit and investment, and capital risk The Company will not employ leverage The co-investment incentive arrangements is discussed in note 17 of the financial in excess of 30% of its gross asset value. are intended to closely align the interests statements. The risk limits currently in place in respect of the diversification of shareholders and the Manager – under PROFESSIONAL LIABILITY OF THE MANAGER of the Portfolio and credit risk are set out these arrangements, payments may only be In accordance with the requirements of in Investment policy on page 91. made when investment profits have been the Directive, the Manager holds additional realised in cash. The operation of these capital to cover potential professional MATERIAL CHANGES arrangements is set out in the Report of the liability risks. In addition, the Manager There have been no material changes in Directors on page 45. holds professional indemnity insurance. relation to the matters described in Article The Manager has a remuneration committee 23 of the Directive. REDEMPTION RIGHTS which takes remuneration decisions. The The shares of the Company are listed committee takes into account the short and on the London Stock Exchange. long-term performance of the Manager, Shareholders may buy and sell shares of the funds managed by the Manager, and on that market. As the Company is of individuals. closed ended, shareholders do not have the right to redeem their investment. 92 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 GOVE R NANC E FINA N CIAL STAT E MENT S OTH E R INF O RMAT I ON HOW TO INVEST IN ICG ENTERPRISE TRUST PLC ICG Enterprise Trust Plc is listed on the ISA STATUS London Stock Exchange. A straightforward The Company’s shares are eligible for way for individuals to purchase and hold tax-efficient wrappers such as Individual shares in the Company is to contact a Savings Accounts (‘ISAs’), Junior ISAs and stockbroker, savings plan provider or Self Invested Personal Pensions (‘SIPPs’). online investment platform. Information about ISAs and SIPPs, as You may be able to find a stockbroker well as general advice on saving and using the website of the independent investing, can be found on the Wealth Management Association at government’s free and independent www.pimfa.co.uk. service at www.moneyhelper.org.uk. You may also be able to purchase shares As with any investment into a company via your bank account provider. listed on the stock market, you should remember that: For a fee, your chosen intermediary can purchase shares in the Company • the value of your investment and the on your behalf. income you get from it can fall as well as rise, so you may not get back the amount COLUMBIA THREADNEEDLE SAVINGS SCHEMES you invested; and Investors through Columbia Threadneedle • past performance is no guarantee savings schemes can contact the Investor of future performance. Services team on: This is a medium to long-term investment • Telephone: 0345 600 3030 so you should be prepared to invest your • Email: investor.enquiries@ money for at least five years. columbiathreadneedle.com If you are uncertain about any aspect of your decision to invest, you should consider seeking independent financial advice. Details of the Company’s website and contact information for potential and existing shareholders can be found in the Shareholder information section on page 90. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 93 STR A T EGIC REPO R T NOTES 94 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2025 ® | This report has been printed on Arena Extra White Smooth | | | Pureprint Group is a CarbonNeutral | company, registered with | | | --- | --- | --- | --- | --- | --- | | | ® | ® | | | ® | | which is certified by the Forest Stewardship Council | (‘FSC | ’). | the Environmental Management System ISO 14001 and is FSC | | | ® The FSC is a worldwide label which identifies products chain-of-custody certified. obtained from sustainable and responsible forest management. The unavoidable carbon emissions generated during the Printed by the Pureprint Group using the latest environmental manufacturing and delivery of this document have been reduced printing technology. to net zero through a verified carbon offsetting project. 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