## ANNUAL REPORT ## AND ACCOUNTS ## 2026 ICG ENTERPRISE TRUST PLC STRATEGIC REPORT ## 1 FY26 at a glance ICG Enterprise Trust (‘ICGT’) is a leading 2 Our business at a glance 4 Chair’s statement ## 6 Our portfolio construction UK-listed investor in private equity-backed 8 Our investment strategy 12 Our manager relationship ## 13 Key performance indicators companies. 14 Manager’s review 20 Finance review 22 Stakeholder engagement 26 Our expert people 28 Culture and sustainability ## We seek to deliver long-term compounding growth 30 How we manage risk ## 32 Principal risks and uncertainties by investing in profitable, cash-generative, private 35 Viability and going concern statements ## companies across North America and Europe. GOVERNANCE 37 Governance overview 38 Board of Directors at a glance ## As companies remain private for longer, and often stay 39 Board of Directors 40 Corporate governance statement ## private, private equity remains a structurally attractive 43 Report of the Directors ## 45 Directors’ Remuneration Report asset class, with a strong track record of robust, 47 Report of the Audit Committee ## 49 Statement of Directors’ responsibilities sustainable returns. FINANCIAL STATEMENTS 51 Independent auditor’s report to the members of ICG Enterprise Trust plc 56 Income statement 57 Balance sheet 58 Cash flow statement 59 Statement of changes in equity 60 Notes to the financial statements OTHER INFORMATION 73 30 largest fund investments 74 Portfolio analysis 76 Glossary 79 Shareholder information 80 Investment policy 81 Additional disclosures required by the Alternative Investment Fund Managers Directive 82 How to invest in ICG Enterprise Trust plc icg-enterprise.co.uk ICG Enterprise Trust plc STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Optimising shareholder value Maximising portfolio performance ## “Our investment strategy and “Our strong manager relationships ## approach to capital allocation and selective investment approach ## are intended to optimise position us well to deliver long- ## shareholder returns.” term compounding returns.” JANE TUFNELL OLIVER GARDEY CHAIR HEAD OF PRIVATE EQUITY FUND INVESTMENTS 1 PORTFOLIO VALUE NAV PER SHARE SHARE PRICE | £1,353m | | 2,045p | | 1,534p | | | --- | --- | --- | --- | --- | --- | | (31 JANUARY 2025: £1,523m) | | (31 JANUARY 2025: 2,073p) | | (31 JANUARY 2025: 1,342p) | | | | 1,2 | | 1,2 | | 1,2 | | PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS | | NAV PER SHARE TOTAL RETURN | | SHARE PRICE TOTAL RETURN | | ## 4.8% 0.5% 17.3% (31 JANUARY 2025: 10.2%) (31 JANUARY 2025: 10.5%) (31 JANUARY 2025: 12.5%) NAV PER SHARE (p) TOTAL AVAILABLE LIQUIDITY NEW INVESTMENTS (£m) REALISATIONS (£m) DIVIDEND PER SHARE (p) TOTAL SHAREHOLDER (£m) DISTRIBUTIONS (£m) | 2,500 250 50 250 450 80 | | | 227 | | --- | --- | --- | --- | | | | 2,073 | 382 | | 400 | | | 2,045 | | | 196 1,909 | | 39 194 | | 2,000 200 40 200 350 | | 181 58 36 | | | 60 | 33 | | | 51 300 | 1,500 150 30 150 | 137 239 | | | --- | --- | --- | | 250 | | 125 | | 40 | 35 | | 200 1,000 100 20 100 151 1 This is an APM. Further details are set out in the Glossary on page 76. 150 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). 20 100 10 50 50 500 50 ### 1 0 0 0 0 0 0 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 FY26 AT A GLANCE FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY26 FY26 FY26 FY26 FY26 FY26 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION FOCUSED INVESTMENT STRATEGY TYPICAL RESILIENT GROWTH CHARACTERISTICS OF COMPANIES WE LIKE TO INVEST IN: ESTABLISHED PRICING POWER MARKET POSITION PROVIDER OF HIGH-MARGIN MISSION-CRITICAL SERVICES BUSINESS MODEL DEVELOPED TOP-TIER RESILIENT BUYOUTS MARKETS MANAGERS COMPANIES More consistent Primarily in North More likely to Track records of returns profile, America and Europe; be resilient and investing well with less risk than more mature markets, attract stronger through cycles other private more experienced management teams ### ALL PRIVATE EQUITY equity strategies managers ### PARTNERING WITH LEADING ### PRIVATE EQUITY MANAGERS We focus on the buyout segment of the 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, partnering with leading private equity managers in developed markets. Through this approach, we aim to maintain a portfolio of companies with resilient growth characteristics, as we believe these companies will generate the most consistent and strong returns over the long term. ### MID-MARKET AND 2 LARGER DEALS ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR BUSINESS AT A GLANCE STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ACTIVE MANAGEMENT BY A DEDICATED TEAM HOW WE INVEST We generate long-term value by investing in companies directly as well Investing in profitable, cash-generative companies in North America ### as through funds managed by ICG plc (‘ICG’) and other leading private and Europe. ### equity managers. PORTFOLIO COMPOSITION INVESTMENT TYPE 4 REINVEST OR RETURN 1 SOURCE OPPORTUNITIES TARGET | Proceeds from the sales of portfolio | The team actively sources new opportunities, | | | | --- | --- | --- | --- | | companies are reinvested in new investment | maintaining close relationships with top-tier | | 40-50% 25-30% 30-35% | | opportunities, or returned to shareholders | private equity managers. As part of ICG, the | | | | through dividends and share buybacks. | team also benefits from insights and proprietary | FIVE-YEAR AVERAGE | | deal flow from the wider ICG network. 31 JANUARY 2026 SECONDARY DIRECT PRIMARY GEOGRAPHIC SPLIT TARGET FIVE-YEAR AVERAGE 31 JANUARY 2026 OTHERNORTH AMERICAEUROPE A STRONG BALANCE SHEET Active balance sheet management helps ICG Enterprise Trust weather different macro-economic environments while supporting new investments, buybacks and dividends. 3 MONITOR & ACTIVELY 2 TOTAL AVAILABLE LIQUIDITY NET DEBT OVERCOMMITMENT RATIO MANAGE PORTFOLIO ANALYSE & INVEST Underlying performance is closely ## monitored and the Portfolio’s £227m £33m 32% Ahead of any investment, deep and granular exposures are actively managed to (£1,353m Portfolio value) due diligence is undertaken. A detailed ensure consistent, strong performance. investment recommendation is then discussed by the Investment Committee and, if approved, moves to legal review. ### 47% 49% 50% 52% 53% 14% 17% 45% 6% 48% 5% 30% 34% 50%0% 3 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR BUSINESS AT A GLANCE CONTINUED CHAIR'S STATEMENT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # ICG Enterprise Trust has a track record of generating long-term resilient growth ![img-0.jpeg](img-0.jpeg) ## Dear fellow shareholders, ICGT's strategy is to invest in profitable, cash-generative private companies that can deliver long-term growth. A share in the Company provides access to a unique portfolio of such companies in the US and Europe, which is impossible to replicate in public markets. For the 12 months to 31 January 2026, ICGT generated a NAV per Share Total Return of 0.5% and the discount to NAV of its shares narrowed from 35% to 24%. Shareholders received a Share Price Total Return of 17.3% for the year. Over the last five years, ICGT has delivered an annualised NAV per Share Total Return of 10.0% and an annualised Share Price Total Return of 12.6%. In the months between the end of our financial year and the publication of this report, the environment for private equity has become more complicated and macro-economic uncertainty has increased in a number of areas. In that context, I am confident in the experienced and dedicated team that manages ICGT, and I believe the Company has an attractive portfolio. We will remain focused on executing our investment strategy and allocating our capital thoughtfully. ### PERFORMANCE ICGT's portfolio returned 4.8% in local currency terms and 1.2% in sterling terms during FY26. Portfolio companies in aggregate have continued to generate double digit growth in profits¹, and have modest leverage in the context of private equity. NAV per Share Total Return was 0.5% for FY26. This was a disappointing result albeit in a challenging market. The Board continues to have great confidence in our Portfolio of mature cash-generative companies to deliver attractive returns for our shareholders. At 31 January 2026, ICGT had net debt of £33m and Total Available Liquidity of £227m, which the Board judges appropriate in the current environment. ### SHAREHOLDER ENGAGEMENT 2025 saw a high level of engagement with shareholders. I and the Manager met with a wide range of investors, and we welcomed several new investors to our shareholder register. We were also pleased to win Investment Week's 'Investment Company of the Year 2025' award in the private equity category. These conversations, together with the newsletter survey the Manager ran in October 2025, have helped to refine our programme of initiatives to engage with our existing shareholder base and attract new investors. The Board will oversee delivery of these initiatives and monitor their effectiveness. ### CAPITAL ALLOCATION During the year, the Manager made new investments of £194m and committed £201m to new funds, in line with the programme approved and regularly reviewed by the Board. The Portfolio generated net cash flow of £188m. Alongside this investment activity, ICGT bought back 3% of its opening share count at an average discount of 32.3%. The Board regularly reviews the effectiveness of the programmes with the Manager and our advisors. The share buybacks undertaken during the year enhanced the NAV per Share Total Return by 1.1%. Find our Statement of Expenses at icg-enterprise.co.uk/see 1 EBITDA based on Enlarged Perimeter covering 70% of the Portfolio. 4 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION We maintain the progressive dividend policy, ICGT is managed by an experienced team with the Aligning shareholder return to NAV return with total FY26 dividends of 39p per share. This resources, network and track record to navigate CAPITAL ALLOCATION Over the year, we invested selectively into high-quality represents an 8% increase on the prior year and complex markets. The Company has a robust capital th Capital allocation remains a central pillar of how we private companies, while returning capital through the 13 consecutive year of ordinary dividend structure and liquidity, and an investment strategy generate long-term shareholder value. We continue to our progressive dividend policy and two buyback per share increases. that supports our objective of delivering long-term balance new investment opportunities with the disciplined programmes. Combined, these are intended to optimise compounding returns. return of capital, ensuring the proceeds generated by shareholder returns. LOOKING AHEAD Thank you for your continued support. our Portfolio are deployed in the most effective way. I believe there is substantial value in ICGT’s shares, and your Board is committed to working with the Manager and other partners to support the marketing of ICGT to a wide range of current JANE TUFNELL and potential shareholders. Chair 6 May 2026 ## £194m TOTAL NEW INVESTMENTS ### Optimising NAV performance ## INVESTMENT STRATEGY COST BASE £23m Our Portfolio is designed to generate long-term resilient We work with our Manager and other providers to IN DIVIDENDS growth. Since ICG became our Manager in 2016, we have ensure that costs are appropriate and to maximise the become fully invested and have increased allocations to net return of our investment strategy. Effective FY24, North America and to Secondary Investments. These shifts we announced a cap on our management fee rate and have positively impacted the Portfolio returns, and our focus a change to the cost sharing arrangement with the on global mid-market buyouts – with no exposure to venture Manager, which combined have saved shareholders capital or growth equity – has demonstrated resilience in approximately £2m in each of FY24, FY25 and FY26. various economic conditions. STRONG TRACK RECORD OF PERFORMANCE COST BASE OVER TIME Our disciplined investment approach and flexible Our focus on cost discipline continues to support ## £28m mandate have delivered strong long-term returns. NAV growth. The reduction in our ongoing charges figure from FY23 to FY24 reflects the benefits IN BUYBACKS of the revised fee arrangements agreed with our Manager. As the portfolio grows, we remain committed to maintaining an efficient cost base for shareholders. EFFECTIVE MESSAGING AND £181 SHAREHOLDER ENGAGEMENT Share Price In recent years we have significantly advanced CURRENT Total Return ONGOING ICG Enterprise Trust's communications through 31 Jan 2026 | | | | CHARGE | clarified messaging, shorter-form video content | | --- | --- | --- | --- | --- | | | | £161 | | and enhanced disclosure on the performance of | | 1.48% | NAV per Share | | | | the portfolio companies. Total Return | | | | 31 Jan 2026 | As best practice for shareholder engagement | | --- | --- | --- | --- | --- | | £100 | | | | evolves, ICG Enterprise Trust is continuing to | | 31 Jan 2021 | | 1.39% | | | | | 1.38% | | | broaden and deepen our sales and marketing | Private Equity Masterclass in September 2025 with 1.37% activities, all intended to enhance the market’s three Chairs of LPE trusts; watch the video at: understanding of our offering. asset.tv Jan Jan Jan Jan Jan Jan ### 5 FY23 21 22 23 FY24 24 25 FY25 26 FY26 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 CHAIR’S STATEMENT CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## An active approach ## Portfolio construction ### Geographically, we focus on the ### developed markets of North America 2 ### and Europe, which have deep and mature SECONDARY ### private equity markets, supported by a ### Acquiring fund interests ### robust corporate governance ecosystem. ### and commitments from ### other investors ### 1 ## 14% PRIMARY ## SECONDARY 0.8% ### Commitments to new ### INVESTMENTS SECONDARY PORTFOLIO ### private equity funds RETURN ON A LOCAL CURRENCY BASIS (FY26) ## 5.2% PRIMARY PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS (FY26) ## 52% ### PRIMARY ### FUNDS ## 34% ### DIRECT ### INVESTMENTS 3 ## 29% DIRECT ### Investing directly in OF THE PORTFOLIO IS INVESTED ### companies alongside funds INTO ICG-MANAGED FUNDS ### managed by ICG and third- AND DIRECT INVESTMENTS ### party fund managers OUR MANAGER RELATIONSHIP: P12 ## 6.0% DIRECT PORTFOLIO RETURN ON ### A LOCAL CURRENCY BASIS (FY26) 6 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR PORTFOLIO CONSTRUCTION STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Portfolio performance 1. PRIMARY 2. SECONDARY 3. DIRECT As we focus on building out our Portfolio with an eye on the future, the performance of our companies within the Portfolio continues to be resilient. INDICATIVE CASH PROFILE INDICATIVE CASH PROFILE INDICATIVE CASH PROFILE Primary commitments are Investments in mature private Direct Investments Enlarged | typically drawn down over | equity funds which have an | are realised when the | | | | --- | --- | --- | --- | --- | | | | | Top 30 | Perimeter | | three to five years and are | established portfolio typically | underlying portfolio | | | Last Twelve Months ('LTM') revenue growth 10% 10% repaid as the underlying return capital earlier than a company is sold by its fund realises its investments. primary commitment. underlying manager. LTM EBITDA growth 14% 13% Net Debt / EBITDA 4.7x 4.8x | WHAT IT BRINGS TO | WHAT IT BRINGS TO | WHAT IT BRINGS TO | | | --- | --- | --- | --- | | OUR PORTFOLIO | OUR PORTFOLIO | OUR PORTFOLIO | Enterprise Value / EBITDA 15.9x 15.7x | | Primaries allow us to access a | Secondaries enable us to | Directs allow us to increase | | Note: values are weighted averages for the respective Portfolio segment; Enlarged Perimeter represents the aggregate range of managers, helping us access a diversified pool of our exposure to particularly value of the Top 30 Companies and a representative sample of Primary Funds. See Glossary for definition. invest through the cycle and investments with a quicker compelling companies, giving us access to Direct cash return profile than and are offered to us by Investment opportunities. primary commitments. managers from within our primary portfolio. CORE PRINCIPLES CORE PRINCIPLES CORE PRINCIPLES Invest in proven, Partner with Partner with high-performing top-tier managers top-tier managers funds ## 70% PORTFOLIO Diversify across Enhance risk-return Back resilient COVERAGE vintages and profile companies geographies Invest in companies Select for alignment Offer liquidity to which benefit from and long-term fit GPs and LPs long-term growth trends ### Top 30 ### Offer high-quality Companies Stay flexible to seize Have multiple co-investment opportunities growth levers opportunities ## 37% The Investment Committee also regularly reviews our Portfolio to see whether unrealised value can be PORTFOLIO COVERAGE crystallised through sales in the secondary market. This supports our intention of being fully invested in investments with attractive go-forward returns. ### 7 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR PORTFOLIO CONSTRUCTION CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Executing our investment strategy ### Proceeds generated from ### realisations during the period, ### providing capital for reinvestment ### Commitments made in this period ### and shareholder returns. ### are expected to be invested over ## £201m the next three to five years. CASE STUDY: COMMITMENTS PAGE 9 ### FY26 was an ### improved year for ### transaction activity, ### with £382m Total ### Proceeds generated. ## £194m ## £382m TOTAL NEW TOTAL PROCEEDS INVESTMENTS CASE STUDY: CASE STUDY: PAGE 11 PAGE 10 ## £73m GROWTH ### Portfolio Growth on a Local ### Total New Investments ### Currency Basis of 4.8%. ### of £194m during the ### period, of which £62m ### were alongside ICG. ### 8 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR INVESTMENT STRATEGY STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Commitment case study: ICG Europe IX ### Committing to a long-standing ### manager relationship EXECUTING OUR INVESTMENT STRATEGY COMMITMENTS OUR RATIONALE ## €25m ### Strategy alignment ## COMMITMENT TO ICG EUROPE IX ### Targeting mid/upper mid-market ### European Corporate is one of ICG’s flagship strategies and has ### European companies in non- ### a 36-year track record. The team of 70+ investment executives, ### cyclical industries. ### based across seven European offices, provides flexible, tailored ### solutions supporting family owners, founders and management ### Attractive risk-return profile ### teams in realising their objectives for long-term, sustainable ### Focus on bespoke and highly ### value creation. ### structured subordinated debt and ### equity instruments, providing both ### embedded downside protection ### whilst retaining access to upside. ### Proven track record ### Long track record and consistency ### of returns. ### Co-investment deal flow ### Strong source of co-investment ### deal flow. ### 9 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR INVESTMENT STRATEGY CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Investment case study: Global Market Foods ### Co-investment made alongside ### Audax Private Equity ## $15m ## TOTAL CO-INVESTMENT ### Global Market Foods is an importer and distributor of ### international foods, primarily serving the independent ### grocer channel, headquartered in Chicago. EXECUTING OUR INVESTMENT STRATEGY TOTAL NEW INVESTMENTS OUR RATIONALE ### Attractive risk-return profile Multiple growth levers High-quality manager Very strong financial profile; displayed Organic growth through growing market share Audax has a strong buy-and-build background positive revenue growth through multiple and expanding into new cuisines and parts of and track record with food distributors. ### economic downturns; multiple exit routes the US and Canada; significant M&A potential. ### provide an attractive fan of outcomes. ### 10 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR INVESTMENT STRATEGY CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Realisation case study: Froneri | ICG Enterprise Trust initially | “We first invested in Froneri in 2013 | | --- | --- | | invested alongside PAI Partners | alongside PAI, one of our longest- | | in 2013 and reinvested in 2019 | standing relationships. We continued | ### to support the company through a ### number of transformational events, and ### this exit represents a strong return for ### shareholders in ICG Enterprise Trust plc.” COLM WALSH MANAGING DIRECTOR ## £38m ## REALISATION PROCEEDS ### Froneri is one of the largest pure play ice cream ### manufacturers globally with expertise across brands, ### licences and private label. ## #1 EXECUTING OUR INVESTMENT STRATEGY ACROSS COUNTRIES FRONERI OPERATES IN TOTAL PROCEEDS OUR RATIONALE ## 25 ### High-quality manager Strategy alignment Proven track record NUMBER OF COUNTRIES PAI Partners has built Froneri (originally R&R) High-margin business model in a defensive sector. Resilient earnings profile; strong EBITDA ### into a leading global ice cream manufacturer. performance supported predominantly ### by net sales growth. ## 12,000+ 11 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR INVESTMENT STRATEGY CONTINUED EMPLOYEES WORLDWIDE STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Benefitting from the expertise and reach of ICG, ## a leading global alternatives asset manager ## MAXIMISING ## SHAREHOLDER VALUE ### LEVERAGING ICG’S SCALE AND EXPERIENCE A GLOBAL LONG-TERM PROPRIETARY PLATFORM RELATIONSHIPS DEAL FLOW LOCATIONS GLOBALLY ASSETS UNDER MANAGEMENT ### THE BENEFITS FOR ICG ENTERPRISE TRUST ## 29% 6.9% ACCESS INSIGHTS EXPERTISE | | OF PORTFOLIO IN | LOCAL CURRENCY RETURN ON | | --- | --- | --- | | | ICG-MANAGED ASSETS | ICG-MANAGED ASSETS FOR THE | | Our Manager’s expertise and network, as well as | | YEAR ENDED 31 JANUARY 2026 | ## ICG Enterprise Trust’s access to ICG-managed ## funds and direct investments, have benefitted ## our shareholders since our partnership began. 12 ## 20+ ~$130bn ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR MANAGER RELATIONSHIP STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### We make long-term investments to generate compounding value over multiple years, ## Overview of our performance and believe our performance should be judged on a multi-year basis. NAV PER SHARE TOTAL RETURN RATIONALE FTSE ALL-SHARE RISK MANAGEMENT INDEX TOTAL The execution of the Company’s investment strategy RETURN is subject to risk and uncertainty. The Board and Manager have a comprehensive risk assessment process, regularly re-evaluating the impact and 21.1% probability of each risk materialising and the financial or strategic impact of the risk. 13.0% RISK APPETITE 12.6% The Board acknowledges and recognises that in the normal course of business the Company is exposed RATIONALE RATIONALE RATIONALE to risk and that it is willing to accept a certain level Portfolio Return on a Local Currency Basis measures the NAV per Share Total Return is shown net of all costs Measures performance in the delivery of shareholder of risk in managing the business to achieve its total movement in the underlying investment Portfolio associated with running the Company and includes value, after taking into account share price movements targeted returns. valuation, without the influence of foreign exchange the impact of any movement in foreign exchange on (capital growth) and any dividends paid in the period. As part of its risk management framework, the movements or the Co-investment Incentive Scheme valuations. As it includes all of the components of the The Share Price Total Return will differ from NAV per Accrual. It is a measure of the performance of the Company’s performance it reflects the attributable value Share Total Return depending on the movement in the Board considers its risk appetite in relation to each underlying managers and the investment team’s selective of a shareholder’s investment in ICG Enterprise Trust plc. share price discount to NAV per Share. of the identified principal risks and monitors this on investment approach and management of the Portfolio. an ongoing basis. Where a risk is approaching or is outside the tolerance set, the Board will consider PROGRESS IN THE YEAR PROGRESS IN THE YEAR PROGRESS IN THE YEAR the appropriateness of actions being taken to The Portfolio generated a local currency return of 4.8% The Company reported NAV per Share Total Return of The Company’s share price increased to 1,534p. manage the risk. in the 12 months to 31 January 2026 (31 January 2025: 0.5% in the 12 months to 31 January 2026 (31 January Together with dividends of 37p paid in the year, we 10.2%). A reconciliation of the performance can be found 2025: 10.5%). generated a Share Price Total Return of 17.3% in the in the Glossary on page 77. 12 months to 31 January 2026 (31 January 2025: 12.5%). The FTSE All-Share Total Return was 21.1% over the same period (31 January 2025: 17.1%). | EXAMPLES OF RELATED FACTORS THAT WE ASSESS | EXAMPLES OF RELATED FACTORS THAT WE ASSESS | EXAMPLES OF RELATED FACTORS THAT WE ASSESS | | --- | --- | --- | | • Monitoring of the Portfolio performance | • Performance relative to listed private equity peer group | • Performance relative to the wider public markets | | • Valuations provided by underlying managers | • Portfolio performance | and in particular the FTSE All-Share Total Return | | • Detailed analysis of the Top 30 Companies’ | • Valuations provided by underlying managers | • Performance relative to the listed private equity | | performance, EBITDA and revenue growth, leverage, | • Impact of foreign exchange on valuations | peer group | | valuation multiples, performance against investment | • Effect of financing (cash drag) on performance | • Level of discount in absolute terms and relative to the | | thesis and exit prospects | | listed private equity peer group | • Accretive impact of any share buybacks • Overall EBITDA and revenue growth, leverage and • Trading liquidity and demand for the Company’s shares • Ongoing charges incurred, including management fees valuation multiples of the Portfolio as reported by in conjunction with marketing activity and expenses the underlying managers LINK TO STRATEGIC OBJECTIVE LINK TO STRATEGIC OBJECTIVE LINK TO STRATEGIC OBJECTIVE • Portfolio composition • Portfolio composition • Portfolio composition • Net gearing • Net gearing • Progressive dividend policy and share buyback | | | | programmes | HOW WE MANAGE RISK: P30 | | --- | --- | --- | --- | --- | | | 1 YEAR 1 YEAR 1 YEAR | 4.8% 0.5% 17.3% | | PRINCIPAL RISKS AND UNCERTAINTIES: P32 | | 3 YEARS (P.A.) 3 YEARS (P.A.) 3 YEARS (P.A.) | | 7.0% 4.2% 13.1% | | | ### 13 | 17.3% 4.8% 0.5% PORTFOLIO RETURN ON SHARE PRICE TOTAL RETURN | | | --- | --- | | 5 YEARS (P.A.) 5 YEARS (P.A.) 5 YEARS (P.A.) | 11.8% 10.0% 12.6% | | A LOCAL CURRENCY BASIS ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 | | KEY PERFORMANCE INDICATORS STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Underlying portfolio ## companies performing well ## 10% £1,353m LTM REVENUE GROWTH PORTFOLIO VALUE AS AT 31 JANUARY 2026 ## “Our portfolio companies ## 1 ## recorded 13% EBITDA ## growth during the year.” OLIVER GARDEY HEAD OF PRIVATE EQUITY FUND INVESTMENTS 1 Based on Enlarged Perimeter. ### 14 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 MANAGER’S REVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | WHY PRIVATE EQUITY | OUR INVESTMENT STRATEGY | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | Medium-term | | Five-year | | | | | | | target | average | 1 31 January 2026 | | Every day the lives of those living and working in the US | Within developed markets, we focus on investing | | | | | | | and Western Europe are touched by companies owned | in buyouts of profitable, cash-generative businesses | 2 | | | | | 1. Target Portfolio composition by private equity: retailers, payments processors, home that exhibit resilient growth characteristics, Investment category | security, pet food, health services – the list is long. What | which we believe will generate strong long-term | | | | --- | --- | --- | --- | | | | Primary | ~40-50% 53% 52% | | typically unites these companies is that they are profitable | compounding returns across economic cycles. | | | | and cash generative. These companies are actively | | Direct | ~30-35% 30% 34% | We take an active approach to Portfolio construction, managed by their shareholders, with management teams Secondary ~25-30% 17% 14% with a flexible mandate that enables us to deploy heavily incentivised to generate returns. Increasingly, capital in Primary, Secondary and Direct Investments. Geography companies with these characteristics are choosing to grow Geographically, we focus on the developed markets North America ~50% 45% 48% under private equity ownership and to stay private for of North America and Europe which have deep and longer. Within that, ICGT focuses on a subset of those Europe ~50% 49% 47% mature private equity markets. companies that we expect will generate resilient growth. 6% 5% Other — As more companies are owned by private equity, we 1 Five-year average is the linear average of FY exposures for FY22-FY26. believe it is a structurally attractive allocation within 2 As a percentage of Portfolio. an investment portfolio, with a track record of attractive returns, and significant opportunity to continue ICG Enterprise Trust benefits from access to ICG-managed funds and Direct Investments, which that trajectory. represented 29% of the Portfolio value at period end and generated a 6.9% return on a Local Currency Basis. A share in ICGT gives you access to a unique portfolio of private companies. POST PERIOD-END: VOLATILITY IN PUBLIC MARKET SOFTWARE COMPANIES Looking ahead, we believe a number of our software ### “Our software investments are a companies are well-positioned to benefit from AI, ### good example of our disciplined particularly those with deterministic products and ### investment strategy. We have been deep domain expertise. Post period-end, public market software companies ### increasingly selective, focusing The average EV/EBITDA multiple of our software experienced increased share price volatility amid 1 investments at year-end was 21.6x. By comparison , ### concerns over the impact of Artificial Intelligence on mission-critical companies.” the S&P 500 Software Industry Index stood at 27x (‘AI’) on the sector. at the start of 2026. OLIVER GARDEY The investment team’s view is that, in general, software HEAD OF PRIVATE EQUITY FUND INVESTMENTS As public market movements feed through to private companies can be very attractive investments. Business valuations over the coming quarters, we believe models are characterised by high margins, sticky ICGT’s limited exposure, the quality of the existing recurring revenues, low capital intensity and structural software companies and our disciplined approach growth driven by digitalisation. The understandably should continue to support portfolio resilience. strong investor appetite drove software valuations to become elevated and, in our view, unsupportable. Over We discussed this further during the past six years, ICGT has taken a disciplined approach our 2026 Shareholder Seminar: to software investing, declining opportunities in several icg-enterprise.co.uk/cmd high-quality companies where valuations were considered unsustainable. As a result, ICGT’s software exposure is 12%, which ## we believe is below the private market average. This 12% exposure is focused on mission-critical businesses in SOFTWARE EXPOSURE IN ICGT PORTFOLIO 1 Indicative software index, noting differences in size and composition of software company. areas such as accounting, payroll and compliance, which we consider resilient and, in every case, we only invested ### after stress-testing the impact of reduced exit valuations. 15 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 MANAGER’S REVIEW CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | | FY26 | | FY26 | | --- | --- | --- | --- | | From Commitment to Growth | | From Investment to Realisation | | | Integrum is a US-based manager focused on high- | | Minimax is one of the leading global providers of fire | | | quality, resilient companies in less cyclical sectors | | protection systems and services. | | within financial services, such as insurance ## brokerage, wealth management and payments. $18m It is a company with a leading market position, with a £49m number of resilient growth attributes and high barriers | | COMMITMENT TO | | CASH PROCEEDS | | --- | --- | --- | --- | | The senior leadership team has substantial | | for new entrants. It has structural growth drivers, | | | | INTEGRUM II | | (OF WHICH £8M REINVESTED) | | investment, operating and advisory experience. | | underpinned by its mission-critical products and high | | levels of recurring revenue. | It also has a similar investment strategy to ICG | | FY23 | | FY19 | | --- | --- | --- | --- | --- | | Enterprise Trust, investing in market-leading | | | ICGT originally invested in Minimax in July 2018 | | | companies with resilient business models, | | | alongside funds managed by ICG. ICGT benefits from | | | high net retention and strong organic growth. | $10m | | ICG’s strong institutional knowledge of the company, | | ## £17m COMMITMENT TO as ICG funds first invested in Minimax in 2006, and INVESTMENT ICG Enterprise Trust committed $18m to INTEGRUM I has built a detailed understanding of the company Integrum II in FY26, having committed $10m and a strong relationship with the management team. to Integrum I in FY23. ### “Minimax was ICGT’s largest | “Integrum’s strategy aligns with | | company exposure at 31 January | | | --- | --- | --- | --- | | ICGT’s. Fund I is performing well; | | 2025. We were pleased to | | | and it is a manager that offers | | announce £49m cash proceeds | | | co-investment opportunities – | | and reinvested £8m to continue | | | all hallmarks of what we look | | to benefit from the next stage | | | for in an investment partner.” | | of its growth.” | | | COLM WALSH | | LIZA LEE MARCHAL | | | MANAGING DIRECTOR | | MANAGING DIRECTOR | | | | Find out more at: | | Find out more at: | | | icg-enterprise.co.uk | | icg-enterprise.co.uk | ### 16 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 MANAGER’S REVIEW CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### Performance overview 12 months to 12 months to NAV per Share Total Return 31 January 2026 31 January 2025 At 31 January 2026, our Portfolio was valued at £1,353m, and the Portfolio Return on a Local Currency % Portfolio growth (local currency) 4.8% 10.2% Basis for the financial year was 4.8% (FY25: 10.2%). % Currency movement (3.6) % 0.4% Due to the geographic diversification of our Portfolio, the reported value is impacted by changes in foreign % Portfolio growth (sterling) 1.2% 10.6% exchange rates. During the period, FX movements affected the Portfolio negatively by £55m, driven by | sterling’s 10.4% appreciation against the US dollar in the year. In sterling terms, Portfolio growth during | | | | | | | | Impact of gearing | 0.2% 0.7% | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | the period was 1.2%. | | | | | | | | Management fee | (1.2) % (1.3) % | | The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return | | | | | | | | Finance costs and other expenses | (0.5) % (0.6) % | | of 0.5% during FY26, ending the period with a NAV per Share of 2,045p. | | | | | | | | Co-investment Incentive Scheme Accrual | (0.1) % (0.7) % | | | | | | | | | | Impact of share buybacks | 1.1% 1.8% | | | | | 12 months to | | | 12 months to | | NAV per Share Total Return | 0.5% 10.5% | | | | | 31 January 2026 | | | 31 January 2025 | | | | | Movement in the Portfolio | | | | | £m | | £m | | | | | 1 | | | | | | | For Q4 the Portfolio Return on a Local Currency Basis was 1.5% and the NAV per Share Total Return was (1.1%). | | | Opening Portfolio | | | | 1,523 1,349 | | | | | | | Total New Investments | | | | | 194 181 | | | | | | Total Proceeds | | | | (382) (151) | | | | | | | Portfolio net cash flow | | | | (188) 30 | | | | | | | | | 2 | | | 73 138 | | | | | Valuation movement Currency movement (55) 6 Closing Portfolio 1,353 1,523 1 Refer to the Glossary. 2 93% of the Portfolio valuations are dated 31 December 2025 or later (FY25: 97%). ### FY26 realisation activity ### of Top 30 Companies | | MANAGER – ICG | MANAGER – ICG | MANAGER – PAI | | | --- | --- | --- | --- | --- | | | Supplier of fire protection | Provider of software focused | Manufacturer and distributor | | | | systems and services | on virtual data rooms | of ice cream products | | | | £49m | £23m | £38m | | | Apr Aug Sep OctJul | | | | Jan | ### Feb 2025 Jan 2026 | MANAGER – PAI | MANAGER – TJC | MANAGER – TDR | | --- | --- | --- | | Operator of premium campsites | Developer of mobile | Operator of premium | | and holiday parks | communications datalinks | health clubs | | £19m | £8m | £20m | MANAGER – ICG Provider of private tertiary education ### 17 ## £19m ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 MANAGER’S REVIEW CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Executing our investment strategy Commitments are made in the funds’ underlying currencies. The currency split of the Undrawn Commitments at 31 January 2026 was as follows: COMMITMENTS Our structure and investment mandate enable us to commit through the cycle, maintaining vintage 31 January 2026 31 January 2025 | diversification for our Portfolio and sowing the seeds for future growth. | Undrawn Commitments £m £m | | | --- | --- | --- | | During the year we made 11 new Fund Commitments totalling £201m, including £88m to funds managed | US dollar | 381.6 310.3 | | by ICG plc, as detailed below: | Euro | 229.1 213.1 | | | Sterling | 24.6 29.8 | Commitment during the period Fund Manager Local currency £m Total 635.3 553.2 ICG LP Secondaries Fund II ICG $90.0m 67.3 INVESTMENTS ICG Europe IX ICG €25.0m 20.9 Total New Investments were £194m during the period, of which 32% (£62m) were alongside ICG. Advent GPE XI Advent €20.0m 17.1 New investments by category are detailed in the table below: TH Lee X THL $20.0m 15.8 Cost % of New Hg Saturn IV Hg $20.0m 15.4 Investment category £m investments Green Equity Investor X Leonard Green $20.0m 14.8 | | Primary | 84.3 | 43.4% | | --- | --- | --- | --- | | Integrum II Integrum $18.0m 13.8 | Direct | 69.2 | 35.6% | | GHO Capital IV GHO €15.0m 12.4 | Secondary | 40.7 | 21.0% | | New Mountain Strategic Equity II New Mountain $15.0m 11.0 | Total | 194.2 | 100.0% | Hg Genesis XI Hg €10.0m 8.7 Stone Point - Trident X Stone Point $5.0m 3.7 SECONDARY SALE FY26 At 31 January 2026, ICG Enterprise Trust had outstanding Undrawn Commitments of £635.3m. Total During the year, ICGT sold eight mature Undrawn Commitments at 31 January 2026 comprised £470.5m of Undrawn Commitments to funds Primary Fund investments, which generated within their Investment Period, and a further £164.8m were to funds outside their Investment Period. £62m of net cash proceeds. The sale was ## £62m 15% executed at a 5.5% discount, and crystallised Year to NET CASH PROCEEDS IRR a return of 1.6× invested cost (15% IRR). 31 January 2026 | Movement in Outstanding Commitments | | £m | | | | --- | --- | --- | --- | --- | | Undrawn Commitments as at 1 February 2025 | 553.2 | | 1.6x | 5.5% | | New Fund Commitments | 201.0 | | MULTIPLE OF COST | DISCOUNT | | New Commitments relating to Direct Investments | 79.5 | | | | | Total New Investments | (193.7) | | | | ### “This is the fourth time in the last Currency and other movements (4.7) ### five years that ICGT has executed a ### secondary sale, as part of our active Undrawn Commitments as at 31 January 2026 635.3 ### approach to managing our Portfolio 31 January 2026 31 January 2025 ### and our focus on maximising £m £m ### shareholder returns. Undrawn Commitments: funds in Investment Period 470.5 419.1 | This sale allows ICGT to take advantage | Undrawn Commitments: funds outside Investment Period 164.8 134.1 | | --- | --- | | of a strong pricing environment and | Total Undrawn Commitments 635.3 553.2 | | enables us to redeploy this capital into | Total available liquidity (including debt facility) (227.1) (124.6) | | opportunities that we believe will | Overcommitment net of total available liquidity 408.2 428.6 | | generate additional long-term value | Overcommitment % of Net Asset Value 32.1% 31.1% | ### for our shareholders.” OLIVER GARDEY HEAD OF PRIVATE EQUITY ### 18 FUND INVESTMENTS ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 MANAGER’S REVIEW CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The five largest new investments in the period were as follows: At 31 January 2026, Chewy was the only quoted investment that individually accounted for 0.5% or more of the Portfolio value: Investment Description Manager Country Cost £m 1 31 January 2026 Project Domino Diversified secondaries portfolio ICG Multiple 18.7 | | | | | Company Ticker | % of Portfolio value | | | --- | --- | --- | --- | --- | --- | --- | | Dayforce Provider of human capital management | | Thoma | United States 11.2 | | | | | | | | | Chewy CHWY-US | | 1.2% | | | solutions | Bravo | | | | | | | | | | Other companies | | 2.7% | Global Market Foods Speciality distributor of international foods Audax United States 10.9 Total 3.9% Headlands Research Operator of a network of clinical trial sites TH Lee United States 9.1 Minimax Supplier of fire protection systems and services ICG Germany 8.3 REALISATIONS Total of top 5 largest underlying new investments 58.1 During FY26, the ICG Enterprise Trust Portfolio generated Total Proceeds of £382m. 1 Represents ICG Enterprise Trust’s indirect investment (share of fund cost) plus any Direct Investments in the period. Realisation activity during the period included 49 Full Exits generating proceeds of £196m. These were Occasionally ICGT simultaneously has both a realisation from and an investment into the same company in the same period. This typically occurs completed at a weighted average Uplift to Carrying Value of 11.2% and represent a weighted average when an underlying fund sells a company that is purchased by another fund within ICGT’s portfolio. During FY26 shareholders will note that Minimax appears both in the top 5 realisations and top 5 new investments, which is a result of this situation. Multiple to Cost of 3.0x for those investments. The five largest underlying realisations in the period were as follows: GROWTH The Portfolio grew by £73m (+4.8%) on a Local Currency Basis in the 12 months to 31 January 2026, driven Investment Description Manager Country Proceeds £m by realised gains and supported by earnings growth on a weighted-average basis across the Enlarged Minimax Supplier of fire protection systems and services ICG Germany 48.8 Perimeter of 13%. Froneri Manufacturer and distributor of ice cream products PAI United Kingdom 38.1 No single movement at the level of an individual fund or direct investment had a positive or negative impact Datasite Global Provider of SaaS software focused on virtual ICG United States 22.5 of greater than 0.5% on the overall Portfolio valuation. Corporation data rooms Growth across the Portfolio was split as follows: PSB Academy Provider of private tertiary education ICG Singapore 19.2 • By investment type: growth was spread across Primary (+5.2%), Secondary (+0.8%) and Direct (+6.0%) European Operator of premium campsites and holiday parks PAI France 18.8 • By geography: North America and Europe experienced growth of +5.6% and +3.9% respectively Camping Group The growth in the Portfolio is underpinned by the performance of our portfolio companies, which delivered Total of 5 largest underlying realisations 147.4 robust financial performance during the period: Enlarged Portfolio metrics 1 Top 30 Perimeter ICG PRIVATE EQUITY FUNDS INVESTMENTS TEAM Portfolio coverage 37% 70% 6 May 2026 Last Twelve Months ('LTM') revenue growth 10% 10% LTM EBITDA growth 14% 13% Net Debt / EBITDA 4.7x 4.8x Enterprise Value / EBITDA 15.9x 15.7x 1 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 Glossary for definition. 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. Activity since the period end At 31 January 2026, ICG Enterprise Trust’s exposure to quoted companies was valued at £52.4m, equivalent to 3.9% of the Portfolio value (31 January 2025: 4.8%). Across the Portfolio, quoted positions resulted Notable activity between 1 February 2026 and 31 March 2026 has included: in a £20.7m decrease in Portfolio NAV during the period. This negatively impacted the Portfolio Return on a Local Currency Basis by approximately 1.4%. The share price of our largest listed exposure, Chewy, • 2 new Fund Commitments for a combined value of £30m decreased by 25% in local currency (USD) during the period. • Total New Investments of £17m • Total Proceeds of £27m From 1 February 2026 up to and including 30 April 2026, 942,647 shares for £13.7m were bought back ### at a weighted-average discount to NAV of 29.9%. 19 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 MANAGER’S REVIEW CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ALTERNATIVE PERFORMANCE MEASURES BALANCE SHEET AND LIQUIDITY The Board and the Manager monitor the financial performance of the Net assets at 31 January 2026 were £1,273m, equal to 2,045p per share. ## “Diligent capital Company on the basis of Alternative Performance Measures (‘APM’), The Company had net debt of £33m and at 31 January 2026, the which are non-UK-adopted IAS measures. The APM predominantly Portfolio represented 106% of net assets (31 January 2025: 114%). form the basis of the financial measures discussed in this review, which ## management enables the Board believes assists shareholders in assessing their investment £m % of net assets and the delivery of the investment strategy. | | | Portfolio | 1,352.9 106.3% | | | --- | --- | --- | --- | --- | | the implementation of | The Company holds certain investments in subsidiary entities. | | | | | | | Cash | | 33.8 2.7% | The substantive difference between APM and UK-IAS is the treatment Drawn debt (66.6) (5.2) % of the assets and liabilities of these subsidiaries. The APM basis ‘looks ## our capital allocation Co-investment Incentive Scheme Accrual (44.4) (3.5) % through’ these subsidiaries to the underlying assets and liabilities they hold, and it reports the investments as the Portfolio APM, gross of Other net current liabilities (3.2) (0.3) % the liability in respect of the Co-investment Incentive Scheme. Under Net assets 1,272.6 100.0% ## policy across cycles.” UK-IAS, the Company and its subsidiaries are reported separately. The assets and liabilities of the subsidiaries, which include the liability Our policy is to be fully invested through the cycle, while ensuring in respect of the Co-investment Incentive Scheme, are presented that we have sufficient financial resources to be able to meet existing on the face of the UK-IAS balance sheet as a single carrying value. obligations and take advantage of attractive investment opportunities The same is true for the UK-IAS and APM basis of the cash flow statement. ANDREW WOLFE as they arise. FINANCE DIRECTOR The following table sets out UK-IAS metrics and the APM equivalents: The Company utilises a €300m (£260m) credit facility to enhance balance sheet flexibility. During the year the credit facility was | | 31 January 2026 | | 31 January 2025 | | | | --- | --- | --- | --- | --- | --- | | UK-IAS | | £m | | £m | extended by one year and matures in May 2029. | | Investments 1,309 1,470 | | | | | At 31 January 2026, ICG Enterprise Trust had a cash balance | | NAV 1,273 1,332 | | | | | of £33.8m (31 January 2025: £3.9m) and total available liquidity | of £227.1m (31 January 2025: £124.6m). Cash flows from the sale of Portfolio Investments 60 20 £m Cash flows related to the purchase of 3.9 Cash at 31 January 2025 Portfolio Investments 51 34 | | | | | | Total Proceeds | 382.3 | | --- | --- | --- | --- | --- | --- | --- | | | | | | | New investments | (194.2) | | | 31 January 2026 | | 31 January 2025 | | | | | | | | | | Debt repaid | (73.6) | | APM | | £m | | £m | | | | | | | | | Dividends and buybacks | (51.3) | Portfolio 1,353 1,523 Management fees (16.2) Realisation Proceeds 316 151 FX and other expenses (17.1) Total Proceeds 382 151 Cash at 31 January 2026 33.8 Total New Investments 194 181 Available undrawn debt facilities 193.3 The Glossary includes definitions for all APM and, where appropriate, Total available liquidity 227.1 a reconciliation between APM and UK-IAS. ### 20 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 FINANCE REVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION DIVIDEND AND SHARE BUYBACK FOREIGN EXCHANGE RATES ICG Enterprise Trust has a progressive dividend policy alongside two share buyback programmes The details of relevant foreign exchange rates applied in this report are provided in the table below: to return capital to shareholders. In total ICGT returned £51m to shareholders in FY26 through dividends | and buybacks. | Average | Average | | | | | | --- | --- | --- | --- | --- | --- | --- | | | rate for | rate for | 31 January 2026 | | 31 January 2025 | | | | FY26 | FY25 | | year end | | year end | DIVIDENDS GBP:EUR 1.1640 1.1838 1.1549 1.1960 The Board has proposed a dividend of 12p per share in respect of the fourth quarter, taking total | | th | GBP:USD | 1.3288 1.2751 1.3687 1.2396 | | --- | --- | --- | --- | | dividends for the year to 39p (FY25: 36p). This is the 13 | consecutive year in which ordinary dividend | | | | per share increased. | | EUR:USD | 1.1422 1.0772 1.1852 1.0363 | | SHARE BUYBACKS | | NAV PER SHARE MOVEMENT IN 12 MONTHS TO 31 JANUARY 2026 | | The following purchases have been made under the Company's share buyback programmes: Long-term Opportunistic Total Since Since Since FY26 3 inception 1 FY26 3 inception 2 FY26 3 inception Number of shares purchased 1,007,501 3,754,189 1,031,221 2,523,396 2,038,722 6,277,585 % of opening shares since buyback started 3.0% 9.2% Capital returned to shareholders through buybacks £13.9m £46.4m £13.9m £32.2m £27.8m £78.6m Number of days shares have been acquired 82 264 12 23 94 287 Weighted average discount to last reported NAV 31.7% 36.5% 32.8% 34.8% 32.3% 35.8% NAV per Share accretion (p) 21.5 72.6 NAV per Share accretion (% of NAV) 1.1% 3.7% 1 Since October 2022 (which was when the long-term share buyback programme was launched) up to and including 31 January 2026. 2 Since May 2024 (which was when the opportunistic buyback programme was launched) up to and including 31 January 2026. 3 Based on date of settlement. Note: aggregate consideration excludes commission, PTM and SDRT. The Board believes the long-term buyback programme demonstrates the Manager’s discipline around ## capital allocation; underlines the Board’s confidence in the long-term prospects of the Company, its cash NAV per Share 2,200.0p flows and NAV; will enhance the NAV per Share; and, over time, may positively influence the volatility 113.5p ICGT’s Portfolio recorded a +4.8% valuation gain on a local currency basis, driven by realised gains of the Company’s discount and its trading liquidity. The Board reconfirms the long-term share buyback and the strength of the earnings growth from the underlying portfolio companies. 2,175.0p programme is intended to operate at any discount to NAV. This underlying performance was largely offset by one of the largest 12-month appreciations The opportunistic buyback programme is intended to enable us to take advantage of attractive trading of GBP vs USD in a decade. We note that over the last five and ten years the FX impact has been 2,150.0p levels when we have the ability to purchase a meaningful number of shares. The size of the opportunistic broadly neutral. buyback programme will be subject to a number of considerations, including the availability of shares and 2,125.0p Fees and expenses detracted 0.6% to NAV per Share, whilst the impact of share buybacks added our cash flow experience and expectations. 21.5p. Dividends of 37p were paid out to shareholders during the year, which is shown as a detractor 2,100.0p The Board has renewed both long-term and opportunistic buyback programmes for FY27, with the in this graph but dividends add to shareholder returns and this is reflected in NAV per Share Total opportunistic buyback sized at up to £25m. (85.7)p Return figures. 2,072.9p 2,075.0p (37.0)p 21.5p 2,044.6p 2,050.0p (25.0)p 2,025.0p (15.5)p 2,000.0p January FV change Portfolio FX Dividends Management Other P&L Buybacks January ### 21 2025 fees 2026 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 FINANCE REVIEW CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The Board is committed to understanding and Section 172 of the Companies Act 2006 requires taking into account the interests of our stakeholders directors to act in a way that they consider, in good ## Engaging with in Board discussions and deliberations, decision- faith, to promote the success of the Company for making and reporting, acknowledging that these the benefit of its members as a whole. views may at times diverge. ## our stakeholders OUR SHAREHOLDERS OUR MANAGER OUR INVESTEE ENTITIES OUR COMMUNITY AND ENVIRONMENT OUR LENDERS OTHER SERVICE PROVIDERS ### Continuing our share buyback programmes Enhancing our engagement with individual shareholders THE BOARD’S STAKEHOLDER CONSIDERATIONS THE BOARD’S STAKEHOLDER CONSIDERATIONS During the year, the long-term buyback programme was The Board reviewed how best to strengthen reviewed and approved, given our previous commitment engagement with individual investors and concluded to use it at any discount to NAV. The Board continues to that a combination of proactive communication and believe the shareholder benefits of lower volatility and strong regulatory transparency would be most effective. enhanced liquidity will generate long-term demand for It emphasised the need to present information in our shares. accessible, individual-focused formats, including digital channels and targeted events. The Board also recognised The opportunistic buyback programme was evaluated with the importance of maintaining an accurate beneficial similar considerations in mind. The Board assessed the ownership register to safeguard shareholder rights and value of preserving capital for deployment by the Manager therefore approved using the Section 793 process under into investee companies, alongside the importance of the Companies Act 2006 to identify underlying holders ### “Our share buyback programmes maintaining a through-cycle investment approach. These “Individual shareholders make up a and improve the quality of shareholder data. considerations were weighed against the discount at which | have continued to create value for | | significant part of the Company’s | | | --- | --- | --- | --- | | | the shares traded and the immediate value available to | | OUTCOME | | shareholders, complementing our | | shareholder base, and the Board is | | | | shareholders through repurchases at that level. | | During the year, the Company carried out a large-scale | | progressive dividend policy and the | | committed to providing clear, accessible | Section 793 exercise, issuing over 6,000 notices to | OUTCOME sustained growth of our investment and timely information to strengthen shareholders representing around 20% of the issued share We have continued our long-term buyback programme capital. We also engaged with the CT Savings Plans, which ### programme.” and have renewed our opportunistic buyback programme engagement and transparency.” represent around 31% of the Company’s issued share for FY27 at up to a value of £25m. capital. This significantly improved our understanding JANE TUFNELL DAVID WARNOCK Having reviewed the impact of our buyback programmes of the shareholder register and provided greater visibility CHAIR SENIOR INDEPENDENT DIRECTOR across a number of qualitative and quantitative metrics, of underlying individual holders. It also enhanced the we discussed the investment programme with the Company’s ability to communicate with them, including STAKEHOLDER INTERESTS Manager. In light of the prevailing discount, the Board STAKEHOLDER INTERESTS through its monthly newsletter. The outreach resulted Our buyback programmes form an integral part of the determined that a renewal of the buyback programmes Individual shareholders have a strong interest in the in a more than 50% increase in newsletter subscribers. Company’s capital-allocation framework, requiring was in the best long-term interests of our stakeholders. Company’s investment strategy, performance and The Board further expanded individual shareholder- the Board to balance capital deployment between capital allocation, and expect clear transparency around focused communication through webinars, podcasts maintaining a progressive dividend, new investments voting rights. Effective engagement builds confidence, and participation in events such as the AIC Investment and share repurchases. Decisions are taken with close supports share liquidity and promotes equitable Company Showcase, ensuring individual investors consideration of these competing priorities to support treatment across the shareholder base. The Board also received timely updates and educational content. long-term value creation and retaining capacity for recognises that many individual investors hold their Shareholder feedback was positive, with many noting the future investment and support for investee companies. shares through platforms and savings schemes, making Company’s strong engagement relative to peers. Looking direct communication more challenging. Individual ahead, the Board intends to build on this momentum by shareholders remain a significant source of long-term exploring new individual outreach channels, increasing demand for the Company’s shares; accordingly, the Board interactivity in communications and further enhancing is focused on how best to engage with this audience. digital content and distribution to improve accessibility. To address this, the Board approved initiatives during the year to enhance visibility and give individual shareholders opportunities to engage directly with the Company. ### 22 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STAKEHOLDER ENGAGEMENT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### OUR SHAREHOLDERS OUR MANAGER WHY THEY ARE A STAKEHOLDER WHY THEY ARE A STAKEHOLDER Shareholders’ interests are embedded in our purpose, which recognises that they should benefit from The Manager is responsible for overseeing shareholders’ capital, as well as supporting the Company the returns generated by the Company. As key stakeholders, serving their best interests remains a by providing a range of services. Our Manager works with the Board to enable the Company to benefit priority for the Board. from the ICG Group’s investment products, broad network and specialist expertise. The Manager is a key stakeholder, critical to the success of the Company’s operations. The Board is mindful of the Company’s broad shareholder base and, when making decisions, considers the interests of shareholders as a whole. COMMUNICATING WITH SHAREHOLDERS BOARD AND COMMITTEE MEETINGS We engage with our shareholders across a The Board welcomes employees of the Manager broad range of channels including webinars, to attend and present to the Board and its conferences, podcasts, newsletters, our website, Committee meetings. These structured and disclosures to the market, publication of formal engagements are supplemented by results factsheets and our Annual Report. regular calls, planning meetings and ad hoc involvement and advice on ongoing matters. We also conduct General Meetings, roadshows and in-person meetings with key shareholders and potential shareholders. HOW WE ENGAGE LOOKING AHEAD HOW WE ENGAGE LOOKING AHEAD The Board is committed to ensuring that investors The Board believes that the focus on clarity The Board’s oversight of the Manager is exercised Our Manager is regularly launching new have a clear understanding of our investment and quality of shareholder communication has through a series of formal and informal meetings investment strategies and in the coming years, strategy and ongoing developments. We strive been beneficial to the Company’s position in during the year. The Management Engagement the Board will carefully assess which of these to make our vision and performance transparent the market and the Board will continue to build Committee is responsible for formally monitoring opportunities may be appropriate for the and accessible through comprehensive public on this over the coming year. and evaluating the performance and remuneration Company to invest in. disclosures and materials. of the Manager. The Board engages with the Manager at a range of levels. Key relationships Other means of effective engagement during have been developed with the investment team, as the year include our structured programme well as with the strategic business functions such of presentations to existing and potential as Finance, Legal and Company Secretariat, shareholders of the annual, interim and quarterly Shareholder Relations and Treasury. The Board’s results, as well as our regular dialogue with regular engagement and open dialogue across analysts. During the year, the Chair held these relationships have proven to be effective meetings with a number of major shareholders and beneficial. For more information on the to listen to their views and to provide insight Management Engagement Committee’s activities, into the Company’s performance. see page 42. ### 23 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STAKEHOLDER ENGAGEMENT CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### OUR INVESTEE ENTITIES OUR COMMUNITY AND ENVIRONMENT WHY THEY ARE A STAKEHOLDER WHY THEY ARE A STAKEHOLDER Our capital supports our portfolio companies with their growth ambitions. The Board carefully The Board recognises its wider responsibilities to the community and the environment and reviews the Company’s investment strategy and provides the Manager with its views on the direction understands the important role that the Company plays as it invests its capital across the market. of future investment opportunities that will benefit the investee entities, as well as generating returns for the Company’s shareholders. 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. | PROVIDING OVERSIGHT AND STRATEGIC DIRECTION | REVIEWING PERFORMANCE AND REPORTING | | --- | --- | | The Board provides oversight and strategic | The Company has a well-established approach | | direction for the Manager’s engagement with | to sustainability in our investment approach | | the General Partners of our investee entities. | that is appropriately tailored to the nature | | The Manager is committed to working with | of the investment. See page 29 for more details. | | General Partners who are closely engaged | Sustainability performance and reporting are | | with the investee companies, with an active | reviewed periodically – there is an ongoing | | management style, including the promotion | dialogue between the Company and the | | of direct board representation of the General | Company’s stakeholders in this area. | Partners on the investee entity boards. The Board is kept updated on the Manager’s ongoing dialogue across the existing and potential investee base, and views the strength of the Manager’s relationships as fundamental to the success of our current investments, as well as to generating new investment opportunities. HOW WE ENGAGE The Manager understands that it is important HOW WE ENGAGE Beyond investment scrutiny, the Board is seeking The Manager has various levels of relationships to the Board that we, as a Company, maintain The Board acknowledges that responsible out opportunities to engage with its community with the General Partners of the investment a reputation for a high standard of business investing is subject to increasing focus from and environment stakeholders, including periodic funds and interactions are ongoing, including conduct and that this ethos flows through into its shareholders, as well as greater regulatory updates from the Manager about sustainability formal sessions (e.g. dedicated investor days) our investment portfolio. emphasis. The Board is therefore focused on matters in our portfolio. as well as through regular informal discussions. partnering with General Partners who share the Where the relationship is closer, discussions LOOKING AHEAD Company’s approach to responsible investing. LOOKING AHEAD are more frequent and detailed. Discussions We maintain our focus on the Manager’s active The Board recognises that the long-term We are prepared for increasing sustainability with General Partners focus on investment General Partner selection process to ensure consequences of its decision-making and the reporting requirements. The Board will performance, the pipeline of new opportunities the Company invests shareholders’ capital in operations of the Company have a genuine continue to monitor sustainability factors and ESG factors. the right opportunities. influence on the community and environment and performance across the Portfolio. in which the Company operates. The Manager works with the General Partners The Manager will continue to engage with to ensure that there are robust governance and the General Partners, working closely and reporting frameworks at the investee entity level. collaborating with their investee entities to set appropriate targets and to ensure transparent and effective reporting. ### 24 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STAKEHOLDER ENGAGEMENT CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### OUR LENDERS OTHER SERVICE PROVIDERS WHY THEY ARE A STAKEHOLDER WHY THEY ARE A STAKEHOLDER The Company’s liquidity facilities are important to the Company’s operations and its long-term Our service providers support the Company to ensure that its operations run smoothly and to ensure prospects. Maintaining excellent lender engagement and relationships helps the Board to secure compliance with legal, regulatory and ethical obligations. Our service providers help the Company to optimal facility terms. maintain our high business conduct standards. BUILDING STRONG RELATIONSHIPS ONGOING ENGAGEMENT The Board has emphasised to the Manager Key providers for the Company include the value in maintaining strong and resilient the Company’s auditors, brokers, fund relationships with our lenders, to facilitate administration providers, the Depositary the Company’s long-term prospects. and the Registrar. The Manager holds regular engagement meetings with each of these providers and the Board has regular involvement in these relationships as well. HOW WE ENGAGE LOOKING AHEAD HOW WE ENGAGE LOOKING AHEAD The Manager acts as the main point of contact The Board and the Manager keep renewal and The ICG Group manages service providers on As the Company continues on its growth journey with our lenders. The Manager, with direction extension options under constant review, as well behalf of the Company and the Board oversees and the regulatory landscape evolves, the Board from the Board, focuses on ensuring a consistent as any other market opportunities for liquidity. this management through the Management remains mindful of the Company’s changing and open dialogue with our core relationship Engagement Committee. The Manager escalates needs and the Company’s wider responsibilities banks, keeping the banks appraised of the key matters to the Board and the Chairs of the to the community and environment as it takes Company’s performance and banking needs. Board Committees. The Chair of the Audit decisions in relation to service provider Committee meets with the auditors regularly relationships. The Board will continue to assess and has, on occasion, attended key relationship the commercial arrangements with the service meetings with our service providers. providers to ensure the provision of high-quality services for an appropriate price. ### 25 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STAKEHOLDER ENGAGEMENT CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Leveraging the expertise and reach of ICG, ## a leading global alternative asset manager THE INVESTMENT COMMITTEE THE INVESTMENT COMMITTEE The Investment Committee is responsible for the approval of all new investments and the overall management of the Portfolio, including ## 25+ 20+ 19+ any secondary sales. years’ experience years’ experience years’ experience The Committee includes senior members of the investment team, ensuring a broad perspective on the private equity landscape and relative value and risk. 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. SEE PAGE 27 OLIVER GARDEY COLM WALSH LIZA LEE MARCHAL LEVERAGING THE SUPPORT HEAD OF PRIVATE EQUITY FUNDS INVESTMENT MANAGING DIRECTOR MANAGING DIRECTOR OF OUR MANAGER, ICG PLC EXPERIENCE EXPERIENCE EXPERIENCE The Company benefits from the breadth of skills and experience of the Manager in Oliver has overall responsibility for the execution Colm brings experience of both fund and direct Liza brings experience of both fund and direct supporting its activities and overseeing its of the Company’s investment strategy. He brings investments in Europe and the US to the Investment investments in Europe and Asia Pacific from her third-party providers. his extensive 25+ years’ experience across the Committee. He has a broad range of relationships prior role at GIC to the Investment Committee. | | private equity market from his prior role as | with managers and investors in private equity which | She has 19 years’ private equity experience and, | | --- | --- | --- | --- | | SEE PAGE 27 | Partner and member of the global investment | | | | | | help provide insights on new opportunities. With 20 | prior to GIC, worked in the private equity | | | committee at Pomona Capital, and Partner and | years’ private equity experience, he previously | division of Henderson Global Investors and | | | investment committee member at Adams Street, | worked at Terra Firma in its finance and structuring | started her career in the corporate finance group | | | Rothschild/Five Arrows Capital and J.H. Whitney | team and at Deloitte where his clients included a | at PricewaterhouseCoopers. | | | & Co to the Investment Committee. | number of private equity firms. | | AREAS OF EXPERTISE AREAS OF EXPERTISE AREAS OF EXPERTISE • Fund and direct investments • Direct, secondary and fund investor • Fund and direct investments • Corporate finance • M&A activities • Finance and structuring • Private equity • Committee and team leadership • Fellow Chartered Accountant PRIMARY RESPONSIBILITY PRIMARY RESPONSIBILITY PRIMARY RESPONSIBILITY Building relationships with managers and Overall responsibility for the execution Building relationships with managers and investors, to provide insights on new opportunities. of the Company’s investment strategy. investors, to provide insights on new opportunities. ### 26 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR EXPERT PEOPLE STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION THE INVESTMENT TEAM SPECIALIST LP SECONDARIES SUPPORT ICGT OPERATIONAL SUPPORT FUNCTIONAL SPECIALISTS ## 12+ 10+ 20+ Specific technical expertise, including Finance, years’ experience years’ experience years’ experience Operations, Legal and Company Secretarial, support the Company’s day-to-day activities. | LILI JONES | JOSIE FAIR | RYAN LEVITT | ANDREW WOLFE | | 1 | | --- | --- | --- | --- | --- | --- | | PRINCIPAL | VICE PRESIDENT | MANAGING DIRECTOR | FINANCE DIRECTOR, ICG | | | | Lili joined the team in 2019 from Ares | Josie joined the team in 2022 and focuses on | Ryan brings his extensive experience in | | | | | Management where she worked in the | North American buyout investments, including | Secondaries investments, and is Co-Head, | | | | | Direct Lending Investment team on a range of | the evaluation, due diligence and monitoring of | LP Secondaries and a member of the LP | | | | | private equity-backed transactions. Prior to this, | partnerships and direct investments. Prior to this, | Secondaries investment committee. | | | | | she spent five years in the Corporate Finance | Josie spent five years at J.P. Morgan in New York, | | | | | | Debt Advisory and Restructuring businesses at | where she was responsible for sourcing, conducting | | | | | | Deloitte. Lili is a Chartered Accountant and a | due diligence and executing private equity, private | | | | | | | | | MARTIN LI | 1 | | | graduate from Warwick University with a degree | credit and real estate fund opportunities. | | | | | | in MORSE (Maths, Operational Research, | | | SHAREHOLDER RELATIONS, | | | | Statistics and Economics). | | | ICG | | | ## 3+ 3+ 17+ years’ experience years’ experience years’ experience ANDREW LEWIS GENERAL COUNSEL AND COMPANY SECRETARY, ICG | BRETT DAVIDSON | KATYA KHAZANEH | VIVIEN BLOSSIER | | | --- | --- | --- | --- | | ANALYST | ANALYST | MANAGING DIRECTOR | | | Brett joined the team in 2024 and focuses on | Katya joined the team in 2024 and focuses on | Vivien brings his extensive experience in | | | North American buyout investments including | European buyout investments including primary, | Secondaries investments, and is responsible | CHRIS HUNT | | primary, secondary and co-investment | secondary and co-investment opportunities. | for building out ICG’s presence in private | | HEAD OF CORPORATE opportunities. Prior to this, Brett spent two years Prior to this, Katya spent two years in the equity funds investments in Europe. He is a DEVELOPMENT AND at Cambridge Associates, where he conducted Corporate Finance Healthcare M&A Lead member of the LP Secondaries investment SHAREHOLDER RELATIONS, due diligence and advised institutional clients on Advisory team at Deloitte. Katya is a Chartered committee. ICG private investments. Financial Analyst and a graduate from UCL with a degree in Biomedical Sciences. View more about the operational support team: icg-enterprise.co.uk 1 ICG staff fully dedicated to ICGT. ### 27 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OUR EXPERT PEOPLE CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Our Manager’s approach ## to responsible business THE BOARD’S OVERSIGHT OF THE MANAGER ENCOMPASSES THEIR CULTURE AND THEIR APPROACH TO A RESPONSIBLE 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 and demonstrating integrity, diversity and collaboration. BOARD OVERSIGHT ### Performance The Board of ICG Enterprise Trust reviews ### for our clients and monitors the Manager’s corporate culture through our regular interaction and discussions with the Manager, and the Management Engagement Committee undertakes a formal review annually. ### Working CULTURE AND INCLUSION ### collaboratively, Entrepreneurialism The Manager promotes an inclusive environment ### Our Manager’s ### where everyone is motivated to contribute fully, inclusively and innovation ### feeling recognised and included regardless of and acting culture and values age, gender, race, sexual orientation, disability, DEVELOPING TALENT ### with integrity religion or beliefs. The Manager emphasises the importance of training and development to attract and retain talent. The Manager aims to develop and enhance skills, boost technical competence and nurture talent through the use of a performance management system, a mentoring programme, career coaching ### Taking responsibility Ambition provision and tailored training opportunities. ### and managing risk and focus ### 28 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 CULTURE AND SUSTAINABILITY STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION OUR APPROACH TO SUSTAINABILITY INTEGRATION ### Deal screening and pre-investment Portfolio monitoring • Exclusion List • Sustainability performance embedded in monitoring process • Pre-investment sustainability assessment (including climate risk assessment) • Reputational risk monitoring using a third-party platform • Reputational risk screening using a third-party platform • Regular dialogue with managers • Third-party funds sustainability questionnaire • Underlying manager’s sustainability reporting • Discussions with underlying manager • Training for investment team • Diligence findings included in all investment proposals We have a well-established pre-investment We also consider whether the underlying Sustainability performance is integral to REGULATORY SUSTAINABILITY sustainability assessment and diligence process manager’s approach aligns with ICG’s our monitoring process for funds and Direct DISCLOSURES for all new fund investments and Direct Responsible Investing Policy. As we do not Investments. As Manager of ICG Enterprise Trust, ICG Investments. Our approach to considering directly influence an underlying manager’s Alternative Investment Limited has prepared: For Primary Funds and Secondary Investments, sustainability factors throughout the investment portfolio construction, we seek to partner we track various sustainability metrics, including • A Task Force on Climate-related Financial process and during the period in which the fund with underlying managers who share a similar the underlying manager’s adherence to Disclosures (‘TCFD’) product report for is invested depends on the type of investment approach to investing. international sustainability standards. A strong ICG Enterprise Trust in accordance with we make. | | For Secondary Investments, as well as | relationship with the underlying manager enables | ESG 2.3.5 of the Financial Conduct | | --- | --- | --- | --- | | We have a greater ability to assess | assessing the underlying manager’s approach | active engagement to identify and mitigate | Authority (‘FCA’) handbook | | sustainability considerations in our Direct | to sustainability matters, we also assess each | potential sustainability risks. | • Disclosures under the FCA’s | | Investments given that we have clearer | underlying investee company and ensure, to | | Sustainability Disclosure requirement | The ICG Enterprise Trust investment team visibility of the underlying companies when the extent possible, the Enterprise Trust does undergoes formal sustainability training, equipped making an investment decision. We operate not invest in businesses on ICG’s Exclusion List. with skills and tools for identifying and monitoring an Exclusion List to ensure we do not make We screen the largest investee companies in a sustainability issues. Direct Investments in companies considered secondary transaction using a third-party risk incompatible with our corporate values and use platform, which uses, on a daily basis, over icgam.com/spr a comprehensive pre-investment sustainability 100,000 public sources to identify any company assessment for all Direct Investments. For more information on ICG’s approach associated with sustainability risk incidents. to responsible investing & sustainability, For Primary Fund investments, we assess the All the underlying managers we work with have a read our FY26 Sustainability and People Report. underlying manager’s approach to sustainability sustainability policy and sustainability monitoring matters, including whether it has its own in place. responsible investing policy and Exclusion List, ACROSS ALL MANAGERS WE MADE COMMITMENTS TO IN FY26 ## 100% 100% OPERATE A SUSTAINABILITY POLICY HAVE A SUSTAINABILITY MONITORING PROCESS IN PLACE icg-enterprise.co.uk Go online to find out more about how sustainability considerations have been integrated into ICG’s investment process. ### 29 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 CULTURE AND SUSTAINABILITY CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## The execution of the Company’s investment strategy ## Identifying and evaluating the ## is subject to a variety of risks and uncertainties, and ## the Board and Manager have identified several principal ## strategic, financial and operational ## 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 ## impact of our key risks 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 opportunity and value.” CHAIR ### GUIDES AND PROVIDES COUNSEL AUDIT COMMITTEE Reviews and monitors the risk management process ### “Consistent review and vigilant monitoring of the risk management process are the ALASTAIR BRUCE ### cornerstones of informed decision-making and sustainable growth in private equity.” AUDIT COMMITTEE CHAIR ### PROVIDES REGULAR REPORTING THE MANAGER Responsible for risk reporting and running the controls assurance programmes overseen by the Manager’s Risk Committee OLIVER GARDEY ### HEAD OF PRIVATE “Transparent and prompt risk reporting promotes accountability, EQUITY FUND ### builds stakeholder trust and supports effective strategic decision-making.” INVESTMENTS CORPORATE GOVERNANCE STATEMENT: P40 ### 30 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 HOW WE MANAGE RISK STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION PRINCIPAL RISKS The Company’s principal risks are individual risks, or a combination of risks, that could threaten the ### PRINCIPAL RISKS AND UNCERTAINTIES Company’s business model, future performance, ### solvency or liquidity. The Company considers its principal risks (as well as several underlying ### risks comprising each principal risk) in four categories: Details of the Company’s principal risks, potential impact, controls and mitigating factors are set out on pages 32 to 34. OTHER RISKS ### Other risks, including reputational risk, are actively Investment risks External risks managed and mitigated as part of the wider risk ### The risk to performance resulting from The risk of failing to deliver the management framework of the Company and ## 1 2 ### the Manager. ineffective or inappropriate investment Company’s investment objective and ### selection, execution or monitoring. strategic goals due to external factors EMERGING RISKS ### beyond the Company’s control. 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 arise from regulatory, legislative, macro-economic and political changes. The Company depends upon the experience, skill and reputation of the employees of the Manager. ### The Manager’s ability to retain the services of Operational risks Financial risks these individuals, who are not obligated to remain | | | The risk of loss resulting from inadequate | The risk of adverse impact on the | | --- | --- | --- | --- | | employed by the Manager, and recruit successfully, | 3 4 | | | | is a significant factor in the success of the Company. | | or failed internal processes, people or | Company due to having insufficient | | | | systems and external events, including | resources to meet its obligations or | | | | regulatory risk. | counterparty failure and the impact | ### any material movement in foreign ### exchange rates may have on ### underlying valuations. ### RISK ASSESSMENT PROCESS ### A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk materialising and the strategic, financial and operational impact of the risk. Where the residual risk is determined to be outside appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements. ### 31 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 HOW WE MANAGE RISK CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## “The Audit Committee and Manager work closely RISK APPETITE AND TOLERANCE Where a risk is approaching or is outside the The Board acknowledges and recognises that in the tolerance set, the Board will consider the ## together to monitor existing and emerging risks. normal course of business, the Company is exposed appropriateness of actions being taken to manage to risk and it is willing to accept a certain level of risk in the risk. In particular, the Board has a lower ## Internal controls are reviewed and tested regularly. managing the business to achieve its targeted returns. tolerance for financing risk with the aim to ensure The Board’s risk appetite framework provides a basis that even under a stress scenario, the Company ## Risk management is central to our disciplined for the ongoing monitoring of risks and enables is likely to meet its funding requirements and dialogue with respect to the Company’s current and financial obligations. Similarly, the Board has a ## approach to managing the investment portfolio evolving risk profile, allowing strategic and financial low risk tolerance concerning operational risks and protecting shareholder value.” decisions to be made on an informed basis. including legal, tax and regulatory compliance and business process and continuity risk. The Board considers several factors to determine OLIVER GARDEY its acceptance for each principal risk and categorises HEAD OF PRIVATE EQUITY FUND INVESTMENTS acceptance for each risk as low, moderate and high. LOWER HIGHER RISK 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 2026 PRINCIPAL RISKS AND UNCERTAINTIES STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## How we manage and mitigate our key risks RISK IMPACT MITIGATION CHANGE IN THE YEAR INVESTMENT RISKS INVESTMENT PERFORMANCE Poor origination, investment selection and monitoring by The Manager has a strong track record of investing in private STABLE The Manager selects the fund investments and Direct the Manager and/or third-party managers which may have equity through multiple economic cycles. The Manager has a The Board is responsible for ensuring that the investment policy Investments for the Company’s Portfolio, executing the a negative impact on Portfolio performance. highly selective investment approach and disciplined process, is met. The day-to-day management of the Company’s assets investment strategy approved by the Board. The underlying which is overseen by ICG Enterprise Trust’s Investment is delegated to the Manager under investment guidelines managers of those funds in turn select individual investee Committee within the Manager, which comprises a balance of determined by the Board. The Board regularly reviews these companies. The origination, investment selection and skills and perspectives. guidelines to ensure they remain appropriate and monitors management capabilities of both the Manager and the third- compliance with the guidelines through regular reports from Further, the Company’s Portfolio is diversified, reducing the party managers are key to the performance of the Company. the Manager, including performance reporting. The Board also likelihood of a single investment decision impacting Portfolio reviews the investment strategy at least annually. performance. Following this assessment and other considerations, the Board concluded that investment performance risk has remained stable. VALUATION Incorrect valuations being provided would lead to an incorrect The Manager carries out a formal valuation process quarterly STABLE In valuing its investments in private equity funds and unquoted overall NAV. including a review of third-party valuations. The Board regularly reviews and discusses the valuation process companies and publishing its NAV, the Company relies to a in detail with the Manager, including the sources of valuation This process includes a comparison of unaudited valuations significant extent on the accuracy of financial and other information and methodologies used. to latest audited reports, as well as a review of any potential information provided by the underlying managers to the Manager. adjustments that are required to ensure the valuations of the Following this assessment and other considerations, the Board There is the potential for inconsistency in the valuation methods underlying investments are in accordance with the fair market concluded that there was no material change in valuation risk. adopted by the managers of these funds and companies and for value principles required under UK-adopted International valuations to be misstated. Accounting Standards (‘IAS’). EXTERNAL RISKS POLITICAL AND MACRO-ECONOMIC UNCERTAINTY Changes in the political or macro-economic environment could The Manager uses a range of complementary approaches to INCREASING Political and macro-economic uncertainty and other global events, significantly affect the performance of existing investments (and inform strategic planning and risk mitigation, including active The Board monitors and reviews the potential impact on the such as pandemics and conflicts, that are outside the Company’s valuations) and prospects for realisations. In addition, they could investment management, profitability and balance sheet scenario Company from political and economic developments on an control could adversely impact the environment in which the impact the number of credible investment opportunities the planning and stress testing to ensure resilience across a range ongoing basis, including input and discussions with the Manager. Company and its investment portfolio companies operate. Company can originate. of outcomes. Incorporating these views and other considerations, the Board The process is supported by a dedicated in-house economist concluded that this risk had increased. and professional advisers where appropriate. CLIMATE CHANGE Climate-related transition risks, driven in particular by abrupt The Manager has a well-defined, firm-wide Responsible Investing STABLE The underlying managers of the fund investments and Direct shifts in the political and technological landscape, impact the Policy and sustainable investing framework in place. The Board monitors and reviews the potential impact to the Investments in the Company’s Portfolio fail to ensure that value of the Company’s Portfolio. Company from failures by underlying managers to mitigate A tailored sustainable investing framework applies across all stages their portfolio companies respond to the emerging threats the impact of climate change on portfolio company valuation. of the Company’s investment process. from climate change. THE LISTED PRIVATE EQUITY SECTOR A change in sentiment to the sector has the potential to damage Private equity continues to outperform public markets over the long STABLE The listed private equity sector could fall out of favour the Company’s reputation and impact the performance of the term and has proved to be an attractive asset class through various The Board receives regular updates from the Company’s with investors leading to a reduction in demand for the Company’s share price and widen the discount the shares trade cycles. The Manager is active in marketing the Company’s shares to a broker and is kept informed of all material discussions with Company’s shares. at relative to NAV per Share, causing shareholder dissatisfaction. wide variety of investors to ensure the market is informed about the investors and analysts. Company’s performance and investment proposition. 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. ### 33 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION RISK IMPACT MITIGATION CHANGE IN THE YEAR EXTERNAL RISKS CONTINUED FOREIGN EXCHANGE The Company does not hedge its foreign exchange exposure. The Board regularly reviews the Company’s exposure to STABLE The Company has continued to expand its geographic diversity Therefore, movements in exchange rates between these currency risk and reconsiders possible hedging strategies on at The Board reviewed the Company’s exposure to currency risk by making investments in different countries. Accordingly, most currencies may have a material effect on the underlying sterling least an annual basis. Furthermore, the Company’s multi-currency and possible hedging strategies and concluded that there was no investments are denominated in US dollars and euros. valuations of the investments and performance of the Company. bank facility permits the borrowings to be drawn in euros and US material change in foreign exchange risk during the year and that dollars, as required. it remains appropriate for the Company not to hedge its foreign exchange exposure. OPERATIONAL RISKS REGULATORY, LEGAL AND TAX COMPLIANCE The failure of the Manager and the Company to comply with the The Board is responsible for ensuring the Company’s STABLE Failure by the Manager to comply with relevant regulation rules of professional conduct and relevant laws and regulations compliance with all applicable regulatory, legal and tax The Company remains responsive to a wide range of developing and legislation could have an adverse impact on the Company. could expose the Company to regulatory sanction and penalties requirements. Monitoring of this compliance has been regulatory areas; and will continue to enhance its processes Additionally, adherence to changes in the legal, regulatory as well as significant damage to its reputation. delegated to the Manager, of which the in-house Legal, and controls in order to remain compliant with current and and tax framework applicable to the Manager could become Compliance and Risk functions provide regular updates to the expected legislation. onerous, lessening competitive or market opportunities. Board covering relevant changes to regulation and legislation. The Board and the Manager 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 to deliver its objectives, The Board has frequent dialogue with the Manager about its STABLE Loss of key professionals at the Manager could impair the investment opportunities could be missed or misevaluated, while resourcing model and succession planning. The Manager The Board reviewed the Company’s exposure to people risk and Company’s ability to deliver its investment strategy and meet existing investment performance may suffer. employs an active and comprehensive approach to attract, concluded that the Manager continues to operate sustainable its external obligations if replacements are not found in a retain and develop talent. This includes a well-defined succession, competitive remuneration and retention plans. timely manner. recruitment process, succession planning, competitive long-term compensation and incentives. The Board believes that the risk in respect of people remains stable. THE MANAGER AND THIRD-PARTY PROVIDERS Failure by a third-party provider to deliver services in accordance The Audit Committee formally assesses the internal controls of the STABLE (INCLUDING BUSINESS PROCESSES, BUSINESS with its contractual obligations could disrupt or compromise Manager, the Administrator and Depositary on an annual basis to The Board carries out a formal annual assessment (supported by the functioning of the Company. A material loss of service could ensure adequate controls are in place. the Manager’s internal audit function) of the Manager’s internal CONTINUITY AND CYBER) result in, among other things, an inability to perform business controls and risk management systems. The Company is dependent on third parties for the provision The assessment in respect of the current year is discussed in the critical functions, financial loss, legal liability, regulatory censure of services and systems, especially those of the Manager, Report of the Audit Committee. The Board also received regular reporting from the Manager and reputational damage. the Administrator and the Depositary. and other third parties. The Management Agreement and agreements with other third- The failure of the Manager and Administrator to deliver an party service providers are subject to notice periods that are Following this review and other considerations, the Board appropriate cyber security platform for critical technology designed to provide the Board with adequate time to put in place concluded that there was no material change in the Manager systems could result in unauthorised access by malicious third alternative arrangements. and other third-party suppliers risk. parties, breaching the confidentiality, integrity and availability of Company data, negatively impacting the Company’s reputation. FINANCIAL RISKS FINANCING If the Company encountered difficulties in meeting its The Manager monitors the Company’s liquidity, overcommitment STABLE The Company has outstanding commitments to private equity outstanding commitments, there would be significant ratio and covenants on a frequent basis, and undertakes cash The Board reviewed the Company’s exposure to financing risk, funds in excess of total liquidity that may be drawn down at any reputational damage as well as risk of damages being flow monitoring, and provides regular updates on these activities noting the Net Debt position, the increase in available liquidity and time. The ability to fund this difference is dependent on receiving claimed from managers and other counterparties. to the Board. the short-term realisation forecast, and concluded that this risk cash proceeds from investments (the timing of which are was stable. unpredictable) and the availability of financing facilities. ### 34 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION VIABILITY STATEMENT The Company’s financial position is strengthened GOING CONCERN In accordance with the UK Corporate Governance by its access to its bank facility of €300m (£260m), In assessing the appropriateness of continuing The Company’s Strategic Report is set out on Code, the Board has assessed the financial position which was extended during the year and matures in to adopt the going concern basis of accounting, pages 1 to 35 and was approved by the Board and prospects of the Company over a longer period May 2029. This is subject to a number of covenants. the Board has assessed the financial position and on 6 May 2026. than the 12 months required by the ‘going concern’ The Company’s Net Debt was £32.7m as at prospects of the Company over the next 12 months. basis of accounting. The Board has assessed the 31 January 2026 which is expected to be repaid The Company’s business activities, together with viability of the Company over a five-year period with cash flows from the Company’s investments. factors likely to affect its future development, JANE TUFNELL from the balance sheet date, being a period of time performance, position and cash flows, are set out in The Board has assessed the Company’s ability to Chair over which the Board can reasonably assess the the Chair’s statement on page 4, and the Manager’s remain viable and meet its liabilities as they fall due 6 May 2026 Company’s prospects and over which the majority review on page 14. through the review of balance sheet and cash flow of the Company’s commitments will be drawn down. projections provided by the Manager. As part of Based on this assessment, the Board expects that The Board has carried out a robust assessment of this, a range of stressed scenarios and sensitivity the Company will be able to continue in operation the principal risks and their mitigants as noted on analyses was examined to identify conditions and meet its liabilities as they fall due until, at least, page 33. Those considered most significant to the that might result in the facility’s covenants being 31 May 2027, a period of more than 12 months from viability of the Company included those relating breached, and included the consideration of possible the signing of the financial statements. Therefore, to investment performance, political and macro- remedial action that the Company could undertake it is appropriate to continue to adopt the going economic uncertainty, and the ability of the to avoid such breaches. Key variables considered concern basis of preparation of the Company’s Company to manage its financing and included Portfolio gains and losses, fund drawdowns financial statements. overcommitment risk. 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. ### 35 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 VIABILITY AND GOING CONCERN STATEMENTS STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## GOVERNANCE 37 Governance overview 38 Board of Directors at a glance 39 Board of Directors 40 Corporate governance statement 43 Report of the Directors 45 Directors’ Remuneration Report 47 Report of the Audit Committee 49 Statement of Directors’ responsibilities ### 36 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION JANE TUFNELL Effective corporate governance is the foundation evaluation of its performance and that of its CHAIR of long-term success. It ensures transparency, Committees, the Chair and individual directors. accountability and disciplined decision-making. The Board undergoes an internal evaluation DEAR SHAREHOLDERS, annually, while an external performance review In this overview, we report on the Company’s takes place at least every three years. governance framework and the activities of the Board In FY26, the Board undertook an internal self- and its Committees during the year. Effective corporate evaluation, led by the Chair, through a structured governance is fundamental to the way the Company questionnaire designed to assess the effectiveness conducts its business. By encouraging entrepreneurial of the Board and its Committees across key areas and responsible management, it supports the creation of the Company’s strategy and governance. of long-term and sustainable value for shareholders. The review concluded that the Board continues The Board’s oversight of strategy and risk is vital in to operate effectively and coherently, with a promoting the long-term success of the Company. collaborative approach taken. Each individual In performing this role, the Board seeks to be director was also assessed as part of the evaluation, responsive to both the evolving regulatory and it was concluded that each director continues environment and changing expectations regarding to make a valuable contribution to the Board. the role of business in society. In particular, the In the prior year, an external effectiveness review Board seeks to ensure that both its own culture and was conducted by Board Level Partners (‘BLP’), an that of the Manager are aligned with the Company’s independent consultancy, through a structured purpose, and that the Company has the necessary interview process. For more information on evaluation financial and human resources to deliver its strategy. of the performance of the Board, see page 40. ROLE OF THE BOARD CULTURE AND VALUES STRATEGIC OVERSIGHT The Board expects all directors to act with integrity and It is the responsibility of the Board to ensure that to apply their skill, care, due diligence and professional there is effective stewardship of the Company’s experience in deliberations regarding the Company’s DEFINING A CLEAR GOVERNANCE STRUCTURE activities. Strategic issues are determined by the business. The Board applies various practices and Board and a formal schedule of matters reserved for behaviours to ensure that its culture aligns with the Board oversight of the the Board has been adopted, which includes capital Company’s purpose, values and strategy, including a Manager (including the BOARD OF DIRECTORS allocation, the investment budget and managing robust annual review and regular consideration of our ability to give specific potential conflicts arising from investment in other instructions) direction at Board meetings. Embedding the Company’s ICG-managed funds. In order to discharge their culture in all its activities is a priority for the Board. responsibilities effectively, directors have full and timely access to relevant information. SUCCESSION PLANNING MANAGEMENT AUDIT NOMINATIONS ENGAGEMENT The Board’s tenure and succession policy seeks to COMMITTEE COMMITTEE COMPLIANCE WITH THE CODE COMMITTEE ensure that the Board remains well-balanced through The Board applies the principles and provisions the appointment of directors with a range of skills and of the 2024 Association of Investment Companies experience, as well as promoting diversity of gender, Corporate Governance Code (‘AIC Code’), as social and ethnic backgrounds, cognitive and personal INVESTMENT MANAGER endorsed by the Financial Reporting Council, except strengths. This is managed through the regular review Board delegated authority where specific departures have been disclosed. of the Board composition and phased appointments under the Management Supervision of The Board is supportive of the AIC Code, which sets | | | | | | | Board oversight | | | | of new directors. For more information on Board | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Agreement, subject to | | service providers | | | | | | | | | | | | | | | | of service providers | | | out a framework of best practice in respect of the | | | investment policies, | | by the Manager | | | | | | | | succession planning, see page 42. | | procedures and guidelines | | | | | | | | | governance of investment companies. During the | | | (and Articles of Association) | | | | | | | | | year, the Board considered the revised AIC Code, | REGULAR MEETINGS | | | | | | | | | | | published in August 2024, and is preparing to comply | The Board, which holds at least four scheduled | | | | | | SERVICE PROVIDERS | | | | | with the enhanced internal controls declaration | meetings each year, reviews the Company’s | | | | | | | | | | | required by Provision 34. | investment Portfolio and investment performance | | ADMINISTRATOR | | | | | | | | SHAREHOLDER | | and considers financial reports. There is also contact | | | | | CORPORATE | | CUSTODIAN/ | LEGAL/TAX | | | BOARD PERFORMANCE REVIEW | | | AND COMPANY | AUDITOR | | | | | | REGISTRAR | RELATIONS & | | | | | | | BROKERS | | DEPOSITARY | ADVISERS | | | | with the directors between meetings where this is | | SECRETARY | | | | | | | | MARKETING | In accordance with Provision 26 of the AIC Code, | | necessary for the Company’s business. the Board has a formal process for the annual ### 37 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 GOVERNANCE OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION COMMITTEE OVERVIEW AUDIT COMMITTEE MANAGEMENT ENGAGEMENT COMMITTEE NOMINATIONS COMMITTEE Alastair Bruce (Chair) David Warnock (Chair) Adiba Ighodaro (Chair) Key responsibilities Key responsibilities Key responsibilities Reviewing the interim and annual financial statements. Monitoring and evaluating the performance and remuneration Selecting and proposing suitable candidates for appointment of the Manager. or reappointment to the Board. Reviewing the effectiveness and scope of the external audit. Monitoring and evaluating the performance and remuneration of other key Reviewing the risks to which the Company is exposed and service providers. CORPORATE GOVERNANCE STATEMENT: P40 mitigating controls. Overseeing compliance with regulatory and financial reporting requirements. CORPORATE GOVERNANCE STATEMENT: P40 REPORT OF THE AUDIT COMMITTEE: P47 In accordance with UKLR 6.6.6R (10), as at the reference date of 31 January 2026, the composition of the Board was as follows: Number of Percentage Number of senior Number in Percentage of Board member Board members of the Board positions on the Board 1 executive management executive management Gender representation Men 3 50% 1 N/A N/A Women 3 50% 1 N/A N/A Not specified/prefer not to say N/A N/A N/A N/A N/A Ethnicity representation White British or other White (including minority white groups) 5 83.3% 2 N/A N/A Mixed/Multiple ethnic groups N/A N/A N/A N/A N/A Asian/Asian British N/A N/A N/A N/A N/A Black/African/Caribbean/Black British 1 16.7% 0 N/A N/A Not specified/Prefer not to say N/A N/A N/A N/A N/A 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. | | | | | | SKILLS AND EXPERIENCE | | | MEETINGS | LENGTH OF TENURE | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Investment | | Private | | Asset | UK corporate | | | | | Board member | | trusts | equity | management | | governance International Finance Audit | Board Audit MEC Nominations | | | | Jane Tufnell | | | | | | | 6/6 3/3 1/1 2/2 | | | | David Warnock | | | | | | | 6/6 3/3 1/1 2/2 | | 0–3 YEARS 0% | | Alastair Bruce | | | | | | | 6/6 3/3 1/1 2/2 | | 3–6 YEARS 50% | 6–9 YEARS 50% | Gerhard Fusenig | 6/6 3/3 1/1 2/2 | | --- | --- | | Adiba Ighodaro | 6/6 3/3 1/1 2/2 | | Janine Nicholls | 6/6 3/3 1/1 2/2 | ### 38 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 BOARD OF DIRECTORS AT A GLANCE STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION COMMITTEE MEMBERSHIP AUDIT MANAGEMENT ENGAGEMENT NOMINATIONS A M N A M N A M N A M N A M N A M N A M N | JANE TUFNELL | DAVID WARNOCK | ALASTAIR BRUCE | GERHARD FUSENIG | ADIBA IGHODARO | JANINE NICHOLLS | | --- | --- | --- | --- | --- | --- | | Chair | Senior Independent Non-Executive | Independent Non-Executive Director | Independent Non-Executive Director | Independent Non-Executive | Independent Non-Executive Director | | | Director and Chair of the | and Chair of the Audit Committee | | Director and Chair of the | | | | Management Engagement Committee | | | Nominations Committee | | | BACKGROUND | BACKGROUND | BACKGROUND | BACKGROUND | BACKGROUND | BACKGROUND | | Jane Tufnell was appointed to | David Warnock was appointed | Alastair Bruce was appointed to | Gerhard Fusenig was appointed | Adiba Ighodaro was appointed | Janine Nicholls was appointed | | the Board in 2019 and became | to the Board in 2020 and | the Board in 2018 and became | to the Board in 2019. Over | to the Board in 2022 and became | to the Board in 2022. She has | | Chair in 2020. She started her | became Senior Independent | Chair of the Audit Committee in | the last 25 years, Gerhard has | Chair of the Nominations | more than 30 years’ experience | | career in 1986, joining County | Director in 2021. David co- | 2019. Alastair was a Managing | held a number of senior | Committee in April 2025. Adiba is | in private equity and financial | | NatWest, where she jointly ran | founded the investment firm | Partner of Pantheon Ventures | management roles including the | a former Partner and a founding | services. She was previously the | | the NatWest Pension Fund’s | Aberforth Partners and was a | between 2006 and 2013, | position of co-COO of Asset | member of the international | COO of Snowball, a multi-asset | | exposure to UK smaller | partner for 19 years until his | having joined the firm in 1996. | Management and CEO of Core | private equity firm Actis, where | impact investor, GHO Capital | | companies. In 1994 she co- | retirement from that firm in | During his tenure at Pantheon | Investments at Credit Suisse, | she held both investing and | and Hermes GPE. Prior to this, | | founded Ruffer Investment | 2008. He has held non- | Ventures, Alastair was involved | as well as Global Head of Fund | fundraising leadership roles in the | Janine held a number of direct, | | Management Ltd where she | executive directorships in | in all aspects of the firm’s | Services at UBS. Gerhard is a | UK, Nigeria and the US. Prior to | co-investment and primary | | worked for over 20 years to | several public and private | business, particularly the | non-executive director of | this she worked with CDC Group | funds investment roles. Janine | | build the business to an AUM of | companies and before | management of Pantheon | SolvencyAnalytics AG. Former | plc (now British International | was previously a Non-Executive | | £20bn, before leaving in 2015. | Aberforth was with Ivory & | International PLC (‘PIP’), the | directorships include Standard | Investment) from which, | Director and Audit Committee | | Jane is Senior Independent | Sime plc and 3i Group plc. | expansion of Pantheon | Life Aberdeen PLC, Aberdeen | combined with Actis, she has | Chair on the board of Calculus | | Non-Executive Director of | David is currently Chair of CT | Ventures’ global platform and | Asset Management PLC and | close to 30 years of investing | Venture Capital Trust. She is a | | Schroders Capital Global | Global Managed Portfolio Trust | the creation of a co-investment | Credit Suisse Insurance Linked | across private equity, energy | Non-Executive Director and | | Innovation Trust plc and Chair | plc and an active investor in a | business. Alastair is a non- | Strategies Ltd. | infrastructure and real estate. | Chair of the Audit Committee | | of Lulworth Investment | number of private companies. | executive director of Fidelity | EXPERIENCE | Adiba is currently an Independent | of Mercia Asset Management | | Partners. She has served as a | EXPERIENCE | China Special Situations PLC | | Non-Executive Director on the | PLC. Janine qualified as a | Gerhard is highly experienced as non-executive director of a and Barings Emerging EMEA board of Standard Chartered Chartered Accountant at David brings extensive private an executive in the investment number of other entities. Opportunities PLC. Bank Nigeria Ltd where she Price Waterhouse. equity, investment trust and management sector and is also EXPERIENCE EXPERIENCE chairs the Audit Committee. EXPERIENCE listed company experience to very familiar with board practices Adiba is also a non-executive Jane brings extensive financial the Board. He worked for many Alastair brings over 25 years and corporate governance Janine brings to the Board director on the boards of Polar services and fund management years in private equity and of private equity, investment requirements due to his range diverse financial, investment Capital Technology Trust plc experience to the Board. She is served as a non-executive management and financial of board positions, including at and operational experience. and M-Kopa Holdings Ltd. a seasoned public company director of Patria Private Equity experience to the Board. major listed companies. In addition to her private equity board member and chair, and Trust plc. Through his involvement EXPERIENCE investment experience, she has significant experience of all with the management of PIP, Adiba brings extensive has experience overseeing He has been involved in all aspects of investment company he has extensive experience expertise in global private functions including Regulatory aspects of investment trusts, management, governance and of managing a listed private markets from over 30 years of Compliance, Risk Management, either as a manager or as a regulation. equity vehicle. experience, including legal Accounting, Human Resources non-executive director, for over structuring, development and Investor Relations and has 30 years. finance, private equity a broad perspective on the origination and investment. private equity industry. ### 39 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 BOARD OF DIRECTORS STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION BOARD TENURE POLICY COMPOSITION AND INDEPENDENCE The Chair’s performance review was performed by ### The Company is committed to The Board considers that the tenure profile of the The Board is comprised of six non-executive the Senior Independent Director in consultation ### appropriate standards of corporate Board, represented by the length of service of each directors. There is no Chief Executive Officer with the other directors. ### governance and the Board has applied of its directors, is appropriately balanced such that position within the Company as day-to-day The review concluded that the Board and its ### the Principles and complied with the Board succession and renewal planning are managed management of the Company’s affairs has been Committees continue to perform effectively majority of the Provisions of the AIC over the medium to longer term. The composition of delegated to the Manager. The Board regularly and that each Director allocates sufficient time Code throughout the year. The AIC Code the Board continues to include directors who bring reviews the independence of its members and, to discharge their responsibilities. an appropriate mix of skills, experience, expertise having due regard to the definitions and current ### adapts the Principles and Provisions set and diversity (including gender diversity) to Board guidelines on independence under the Code, An external performance review takes place at least ### out in the UK Corporate Governance decision-making. considers all directors to be independent. There are every three years. In the prior year, an external ### Code (the ‘Code’) issued by the Financial no relationships or circumstances relating to the effectiveness review was conducted by BLP, an All of the Company’s directors will seek re-election Reporting Council to make them more Company that are likely to affect their judgement. independent consultancy with no other commercial at each Annual General Meeting. The terms and ### relevant for investment companies. connection with the Company. The review concluded conditions of appointment of the non-executive SENIOR INDEPENDENT DIRECTOR that the Board continues to perform effectively and directors will be available for inspection at the David Warnock is the Senior Independent Director. CORPORATE GOVERNANCE displays a strong corporate governance culture. Annual General Meeting. He provides support to the Chair in her role leading The Board considers that reporting against the DIRECTORS’ TIME COMMITMENTS the Board while also providing challenge and acting Principles and Provisions of the AIC Code provides Each non-executive director is appointed by a letter as a conduit for any points to be raised in respect of The Company has a policy of ensuring that all more relevant information to shareholders and of appointment on an ongoing basis and subject to the Chair. non-executive directors of the Company have other stakeholders. The Board remains cognisant election or re-election at the Company’s Annual sufficient time to commit to the respective duties General Meeting. A non-executive director will only INDUCTION AND TRAINING of the provisions of the Code. A copy of the AIC and responsibilities applicable to their particular Code and the Code can be obtained from the be proposed for re-election at an Annual General Board training is provided regularly to ensure that Board roles. When making new appointments, websites of the Association of Investment Meeting if the Board is satisfied with the non- Board members are well placed to conduct their the Board takes into account other demands on Companies (theaic.co.uk) and of the Financial executive director’s performance, independence role. New Board members receive a formal induction potential candidates’ time and prior to appointment Reporting Council (frc.org.uk) respectively. and ongoing time commitment. on all aspects of the Company’s business. any significant commitments are disclosed with an The Directors’ Remuneration Report, including BOARD PERFORMANCE REVIEW indication of the time involved. In the year under Throughout the year ended 31 January 2026, the Company complied with the principles and the Directors’ Remuneration Policy, can be found In accordance with Provision 26 of the AIC Code, review the Board assessed the time commitment provisions of the AIC Code, except as set out below: on page 45. the Board reviews its own performance annually. of each individual director on external appointments. The assessment covers the effectiveness and Each director’s aggregate time commitment is • The Role of the Chief Executive: the Company The Company is also subject to the Alternative performance of the Board as a whole, the Board discussed with him or her as part of the annual does not have a Chief Executive or any executive Investment Fund Managers Directive (‘AIFMD’) Committees and an evaluation of each director. appraisal process. In the year under review, all directors, as all day-to-day management and and has a Management Agreement with the This process helps ensure that the Board’s directors were considered to have sufficient time administrative functions are outsourced to Manager to act as its Alternative Investment Fund operations remain aligned with the culture, to commit to their respective roles on the Board, the Manager. Manager (‘AIFM’). Aztec Financial Services (UK) purpose and values of the Company. taking account of their external appointments. Limited acts as its Depositary, in accordance with • Executive Directors’ Remuneration: the Company BOARD DIVERSITY the requirements of the AIFMD. In FY26, the internal Board performance review does not have executive directors or employees; was conducted, led by the Chair, via a structured There are currently three female and three male therefore, provisions relating to executive The Board is mindful of the Parker Review report questionnaire that employed a mixed-method directors on the Board. The Board considers all remuneration and performance-related pay are update on ethnic diversity, setting out progress and approach, combining quantitative ratings on candidates for Board appointments and does not not applicable. asking all FTSE 350 companies to set themselves a a four-point scale (from ‘Poor’ to ‘Excellent’) with discriminate based on gender or any other factor, new target for ethnic diversity at senior management • Internal Audit Function: the Board considers that qualitative commentary to provide context and making appointments based on the skills and level to be achieved by December 2027. an internal audit function specific to the company recommendations. It covered a comprehensive experience of the candidates. is unnecessary, as all operations are outsourced The Company has not set targets for ethnic diversity range of topics, including Board composition The Board is aware of the requirements of the to the Manager, which maintains its own internal at senior management level as the Company does and diversity, culture and dynamics, meeting Listing Rules in respect of gender and ethnic control and risk monitoring arrangements. not have any executive staff, however the Board has management, committee performance, oversight diversity and confirms that it has met the target encouraged the Manager to continue to integrate of investment strategy, risk management and The Chair is a member of the Audit Committee. of having at least 40% female membership on the diversity and inclusivity into its recruitment and stakeholder engagement. This methodology The Board considers this appropriate given the Board, one senior Board position is held by a woman retention policy. ensures a balanced evaluation of both measurable Chair’s relevant financial experience and the size (Chair) and at least one individual on the Board is performance indicators and nuanced perspectives, and composition of the Board, and is satisfied from a minority ethnic background. Diversity is enabling the Board to identify strengths, address that it does not compromise the Committee’s one of the key considerations when directors are areas for improvement and enhance overall independence. Leadership of the Audit Committee appointed to the Board, and is factored in to all governance effectiveness. rests with its independent non-executive Chair. searches for new directors. Gender and ethnicity ### 40 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 CORPORATE GOVERNANCE STATEMENT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION data relating to the Board was collected using a MATTERS DELEGATED TO THE MANAGER A typical agenda includes: INSURANCE AND INDEMNITIES standardised process and managed by the Company Under the Company’s Articles of Association and During the year under review, the Board has • a review of investment performance; Secretary. Each Board member was requested to the terms of the Management Agreement, the Board maintained appropriate insurance cover in respect • a review of investments and divestments and asset disclose information on a confidential and voluntary delegates day-to-day portfolio and risk management of legal action against the directors. The policy management initiatives in progress; basis, through which the individual self-reports their to the Manager, subject to defined parameters does not cover dishonest or fraudulent actions • an update on investment opportunities available ethnicity and gender identity (or specifies they do and ongoing oversight. The Manager acts as the by the directors. in the market and how they fit within the not wish to report such data). Company’s Alternative Investment Fund Manager STEWARDSHIP Company’s strategy; (‘AIFM’) and is authorised and regulated by the FCA. ROLE OF THE BOARD The Company seeks to make investments in funds The Manager’s delegated responsibilities include, • a review of the Company’s financial performance; It is the responsibility of the Board to ensure that and companies which are well-managed with high but are not limited to: • a review of the Company’s financial forecasts, cash there is effective stewardship of the Company’s standards of corporate governance. The directors flow and ability to meet targets, including stressed affairs. In order to enable it to discharge its • discretionary portfolio management within the believe this creates the proper conditions to scenarios and sensitivity analyses; responsibilities, directors have full and timely access Board-approved investment policy and risk limits; enhance long-term shareholder value. The exercise • a review of the Company’s financial and regulatory to relevant information. The Board retains ultimate • execution of investment transactions and of voting rights attached to the Company’s Portfolio compliance; responsibility for the management of the Company’s associated cash management; has been delegated to the Manager. However, the • a review of any conflicts of interest, including the business and may exercise all powers of the Company, • operational compliance and regulatory reporting; Board will be informed of any sensitive voting issues consideration of investments which may amount delegating authority as it considers appropriate. involving the Company’s investments. • implementation of marketing and shareholder to a conflict of interest; Strategic issues are determined by the Board. engagement activities, consistent with the Board’s CONFLICTS OF INTEREST • updates on shareholder and stakeholder relations; A formal schedule of operational matters reserved strategic objectives; The Company has adopted a policy requiring all for the Board has been adopted, which includes, • updates on the Company’s capital market activity; • exercise of voting and engagement rights on directors to disclose other positions and also any but is not limited to: and portfolio holdings in line with the Board-approved other matter which may give rise to a conflict. Such • specific regulatory, compliance or corporate • setting and amending the Company’s investment stewardship policy; and conflicts can then be considered by the other governance updates. objective and policy (subject to shareholder • preparation of management information, directors and, if necessary, either approved or not approval where required); performance reporting and other disclosures Board meetings also include a number of approved. Currently there are no material conflicts • approval of the Company’s strategic direction required under the UK AIFM Laws and FCA Rules. presentations from the Manager. Board papers are in respect of any director. and risk appetite; disseminated to the directors via a secure online All activities undertaken by the Manager remain MANAGER POLICIES platform for reasons of efficiency and cyber security. • capital allocation decisions, including share subject to the Board’s overall supervision, review The Manager has policies and processes in place, The online platform is also used to store relevant issuance, buybacks and gearing limits; and control, and the Board may issue directions or including those over the following areas. Regular Company documentation, as it provides the • appointment, oversight and removal of the amend the investment policy as necessary. training is provided for all Manager employees. The directors with quick and secure access. Manager and other key service providers; Board has reviewed these processes and found them BOARD MEETINGS • approval of major corporate actions, such as In the event that any directors are unable to attend to be adequate: anti-bribery and corruption policy; The Board meetings follow a formal agenda, which mergers, acquisitions or disposals; Board and Committee meetings, the relevant whistleblowing policy; and environmental policy. is approved by the Chair and circulated by the • oversight of the Company’s risk management directors will be contacted by the Chair before and/ Company Secretary in advance of the meeting to all and internal control framework; or after the meeting to ensure they were aware of COMMITTEES the directors and other attendees. At each Board • determination of the Company’s ESG and the issues being discussed and to obtain their input. NOMINATIONS COMMITTEE meeting every agenda item is considered against the stewardship priorities; All of the directors serve on the Nominations Company’s strategy, its investment objectives and COMPANY SECRETARY • approval of the annual report and accounts Committee which meets when necessary to select its investment policy. The directors also have access to the advice and and key shareholder communications; and and propose suitable candidates for appointment services of the Company Secretary, Andrew Lewis, or reappointment to the Board. During the year, • Board and Committee composition, succession Head of Secretariat, Meirion Morgan, and ICG’s Adiba Ighodaro chaired the Committee. In FY26, planning and governance policies. Company Secretariat function (on behalf of ICG the Committee focused on advancing the Company’s FMC Limited). There is an agreed procedure under which directors, long-term succession planning to ensure the Board wishing to do so in the furtherance of their duties, continues to have the right balance of skills and may take independent professional advice at the experience to support its strategic objectives. A key Company’s expense. priority was planning for the orderly transition of the Audit Committee Chair, alongside maintaining strong governance and independence. ### 41 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 CORPORATE GOVERNANCE STATEMENT CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The Committee has recommended a long-term AUDIT COMMITTEE ENGAGEMENT WITH SERVICE PROVIDERS Quarterly releases in respect of the Company’s succession plan to ensure continuity and effective The activities of the Committee were considered The Board operates in an open and co-operative performance are announced to the market and governance. The plan anticipates potential director as part of the internal effectiveness review and manner with the Company’s stakeholders, particularly available to shareholders. At the Annual General retirements at the nine-year tenure mark and completed in accordance with standard governance in light of the long-term nature of the Company’s Meeting, a presentation is made by the Manager identifies the key skills that will require replacement. arrangements as summarised on page 37. The investment proposition. The Board expects the and investors are given an opportunity to question Successors will be sought well in advance to allow review concluded that the Committee functioned Company’s third-party service providers, particularly the Chair, the other directors and the Manager. for a smooth handover and minimal disruption. The well, with the appropriate balance of membership, the Manager who is responsible for the management Communication with shareholders is given a high Committee also reviewed succession planning for skills and experience, so contributing to ICG of the Company’s Portfolio, to uphold the same values priority by the Board. The Manager and all directors, other Board roles through to 2030, emphasising the Enterprise’s long-term success. as the Board. and in particular the Chair and Senior Independent need to maintain audit expertise and incorporate Please see page 47 for the Report of the To this end, the Board (via the MEC) includes Director, are available to enter into dialogue with market developments and emerging trends such as Audit Committee. consideration of the Manager’s corporate culture, shareholders. The Manager holds regular discussions artificial intelligence into future candidate selection. as far as practical or possible, as part of the overall with analysts and existing and potential institutional MANAGEMENT ENGAGEMENT COMMITTEE The Committee reviewed the Board’s composition assessment of the service provided to it. shareholders and values the feedback obtained in In line with industry best practice and Provision 17 and refreshed the skills matrix to reflect evolving this manner. of the AIC Code, the Company established a STAKEHOLDER ENGAGEMENT requirements. The matrix is included on page 38. Management Engagement Committee (‘MEC’) in Please see page 22 for further details. A structured programme of shareholder presentations The Committee also undertook its periodic review February 2021 to review the performance of the by the Manager to institutional shareholders takes of its Terms of Reference, recommending updates Manager and other key service providers. The MEC INTERNAL CONTROLS place following the publication of the Annual Report in line with best practice guidance. In addition, the meets at least annually, is chaired by the Senior The Board, at least annually, assesses the internal and quarterly results. In addition, Board members Committee confirmed that all current directors Independent Director and comprises all directors. controls of the Manager. There have been no are available to meet institutional shareholders. continue to perform effectively and recommended The Committee held its annual review of all key material adverse findings from this review. The The Board receives regular updates from the their re-election at the AGM. service providers in October 2025. It conducted a Board recognises the enhanced requirements under Company’s broker and is kept informed of all material detailed review of the performance of all key service Provision 34 of the Code to monitor the Company’s Throughout these discussions, the Committee discussions with investors and analysts which helps providers, including the Manager. A number of follow- risk management and internal control systems. reaffirmed that the independence of the remaining the directors develop their understanding of up actions were agreed, however, the Committee During the year, the Board has begun preparations directors ensures the Board as a whole remains shareholders’ views and expectations. concluded that in all material respects all service to meet this requirement by reviewing its existing independent, even where tenure extensions are providers were performing to the required standards. material controls framework. The Board intends to A detailed list of the Company’s shareholders considered in the best interests of the Company implement this enhanced review process during the is reviewed at each Board meeting. and its stakeholders. The Committee undertook a comprehensive review next financial year and will provide a declaration on of the Manager’s performance. This included Directors can be contacted via the registered office REMUNERATION COMMITTEE its findings in the 2027 Annual Report. consideration of investment returns relative to peers, of the Company (see the Shareholder information The Board has considered the AIC Code requirement discount levels and progress against the agreed Please see Report of the Audit Committee on section on page 79). to establish a remuneration committee of strategic plan. The Committee also reviewed the page 47 for further information on the Company’s independent non-executive directors. As the Board Manager’s resourcing and development, noting the internal controls. is comprised solely of non-executive directors, the balance of seniority within the team and the additional Board has concluded that a separate remuneration SHAREHOLDER RELATIONS JANE TUFNELL support available from the wider ICG functions. committee would not provide additional governance The Company’s Annual Report and Accounts Chair value at this time. Accordingly, the Company does not and Interim Report contain a detailed review of 6 May 2026 have a remuneration committee. The determination performance and of changes to the investment of the directors’ fees is dealt with by the whole Board. portfolio, our regular factsheets, contain updated information in a more abbreviated form, and the Please see page 45 for the Directors’ Remuneration latest Company presentations, and are made Report. available to shareholders through the Company’s website (icg-enterprise.co.uk). ### 42 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 CORPORATE GOVERNANCE STATEMENT CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The directors present their report and the audited INVESTMENT POLICY The directors’ biographical details demonstrate the The investment management fee payable under this financial statements for the year ended 31 January The Company’s investment policy is set out on page wide range of skills and experience that they bring to agreement is calculated as 1.4% of the investment 2026. The Report of the Directors should be read in 80. The policy has not changed since last year. the Board. The Board has decided that all directors Portfolio and 0.5% of outstanding commitments conjunction with the Strategic Report (pages 1 to 35) will submit themselves for re-election every year. to funds in their Investment Periods, in both cases No material change will be made to the investment and the Report of the Audit Committee (page 47). excluding the funds managed directly by ICG (see policy without prior shareholder approval. A thorough review of all directors standing for re- Note 3 to the financial statements on page 62) and election has been conducted. The review concluded STATUS OF THE COMPANY by the former manager of the Company, Graphite PURCHASE OF SHARES that all directors bring valuable skills and experience ICG Enterprise Trust plc (the ‘Company’) is an Capital (see page 44). This fee is subject to cap at The Company has the authority, subject to various to the Board and continue to operate effectively, investment company as defined by Section 833 1.25% of Net Asset Value (‘NAV’) up to £1.5bn of terms as set out in its Articles and in accordance with and accordingly are recommended for re-election. of the Companies Act 2006 and is registered NAV, 1.10% on NAV in excess of £1.5bn and below the Companies Act 2006, to acquire up to 14.99% of and domiciled in England (number 1571089). £2.0bn, and 1.0% of NAV in excess of £2.0bn. the shares in issue. The Company intends to renew DIRECTORS’ INDEMNITY AND INSURANCE The Company has no branches outside the United this authority annually. The Company has maintained appropriate directors’ The effective management fee charged by the Kingdom. During the year under review the and officers’ liability insurance throughout the year. Manager in the year was 1.25% of the Company’s net Company carried on the business of an investment During the course of the year, the Company In accordance with Article 147 of the Company’s assets and the Company’s Ongoing Charges ratio was trust. The Company will continue to be an purchased 2,038,722 shares, with an aggregate Articles of Association and sections 232–234 of the 1.39% as calculated in accordance with AIC guidance investment trust provided it continues to satisfy the nominal value of £203,872, for an aggregate amount Companies Act 2006, the Company may indemnify any and as shown in the Glossary. Further information conditions of Section 1158 of the Corporation Tax of £27,848,153, representing 3.2% of the issued director or former director of the Company or of any around cost disclosures can be found in the Company’s Act 2010. The Company has continued to direct its share capital of the Company (excluding treasury associated company against certain liabilities incurred Statement of Expenses on the Shareholder resources affairs with the objective of retaining such approval. shares) on 31 January 2026. The shares purchased in the execution of their duties, including liabilities to section of the Company’s website. are held in treasury. The Company’s shares are eligible for tax-efficient third parties arising from negligence, breach of duty For the ICG-managed funds (see Note 3 to wrappers such as Individual Savings Accounts or breach of trust, subject to statutory limitations. DIVIDEND the financial statements on page 62) the annual (‘ISAs’), Junior ISAs and Self Invested Personal Quarterly dividends in respect of the year ended The Company may also provide funds to meet management charge is between 1.3% and 1.5% of Pensions (‘SIPPs’). 31 January 2026 were paid on 29 August 2025 expenditure incurred in defending civil, criminal original commitments for funds in their Investment (9 pence per share), 28 November 2025 (9 pence per or regulatory proceedings or in connection with Period, and between 0.8% to 1.5% of unrealised cost SIGNIFICANT SHAREHOLDINGS share) and 27 February 2026 (9 pence per share) applications for relief, as permitted by law. Under for funds where their Investment Period has ended. Information provided to the Company pursuant for a total of 27 pence per share. A final dividend of the terms of appointment for each director, and to the Disclosure Guidance and Transparency For the Graphite-managed funds the annual 12 pence per share will, if approved, be paid on 17 July subject to these restrictions, the Company has Rules (‘DTRs’) is published on a Regulatory management charge is 2% of original commitments 2026 to holders of ordinary shares on the register agreed to indemnify each director against all costs, Information Service and on the Company’s website. for funds in their Investment Period, and between at the close of business on 3 July 2026. The directors expenses, losses and liabilities reasonably incurred As at 31 January 2026, the Company has not been 1% to 2% for funds where their Investment Period recommend this final dividend, which would bring the in the discharge of their office. Qualifying third-party notified of disclosures by significant shareholders has ended. total dividend for the year to 39 pence per share. indemnity provisions for the benefit of the directors in accordance with Rule 5 of the DTRs. were in force during the year and up to the date of INVESTMENTS IN GRAPHITE CAPITAL FUNDS In the period from 31 January 2026 to the date DIRECTORS approval of this report. (FORMER MANAGER) of this report, the Company has not been notified All of the directors listed below held office throughout The charges and incentive arrangements for both ICG of any changes to significant shareholdings. the year and up to the date of signing the financial DONATIONS and Graphite-managed funds are at the same level as statements, and all directors will stand for re-election The Company made no political donations those paid by third-party investors in the funds. | SHAREHOLDERS | at the forthcoming Annual General Meeting: | or contributions during the year (2025: nil). | | | --- | --- | --- | --- | | The Company has a significant retail shareholder | | | The Board reviews the activities and performance | | | • Jane Tufnell: Chair | MANAGER | | | base, largely held via retail platforms. The holdings of | | | of the Manager on an ongoing basis and reviews the | | | • David Warnock: Senior Independent | ICG Alternative Investment Limited (‘ICG’ or the | | | the three largest retail platforms on the Company’s | | | investment strategy annually. | | | Non-Executive Director and Chair of the | ‘Manager’) is the manager of the Company. ICG is | | share register are disclosed below, following an Management Engagement Committee authorised as an Alternative Investment Fund Manager The Board reviews the Company’s investment analysis of the Company’s shareholders as at • Alastair Bruce: Independent Non-Executive and is regulated by the Financial Conduct Authority. record over short and long-term periods, taking 31 January 2026: Director and Chair of the Audit Committee The Manager provides investment management, into account factors including the Net Asset Value Holding % holding company secretarial and general administrative per Share and the share price as well as the general • Gerhard Fusenig: Independent Non-Executive services to the Company under a Management competence of the Manager. Columbia Threadneedle Investments Director Agreement. This agreement can be terminated by Saving Plans 31.2 • Adiba Ighodaro: Independent Non-Executive The Board also considers the performance of the either party giving not less than one year’s notice. | | Director and Chair of the Nominations Committee | | Manager in carrying out its company secretarial | | --- | --- | --- | --- | | Interactive Investor 7.7 | | Either party may also terminate the agreement | | | | • Janine Nicholls: Independent Non-Executive | | and general administrative functions. | | Hargreaves Lansdown 5.9 | | sooner in limited circumstances following a material | | Director breach of the other party’s obligations. ### 43 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 REPORT OF THE DIRECTORS STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION shareholders. It is the current intention of the INDEPENDENT AUDITORS 31 January 2026 31 January 2025 | | | | | | | | | | | | | | Board that any shares thus purchased would be | As set out in the Report of the Audit Committee, | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Original | Remaining | | | | | Original | Remaining | | | | | | | | commitment | | commitment | | Fair value | | commitment | | commitment | | Fair value | | held as treasury shares. | Ernst & Young LLP were appointed as auditors | | Fund | | £’000 | | £’000 | | £’000 | | £’000 | | £’000 | | £’000 | | | for the year ended 31 January 2026 at the Annual Graphite Capital Partners IX 30,000 942 14,477 30,000 2,281 18,366 GREENHOUSE GAS EMISSIONS General Meeting in 2025 and are recommended Graphite Capital Partners VIII 40,000 3,113 12,971 40,000 3,113 15,517 The Company has no employees and no premises, for reappointment by the Audit Committee. and therefore has no greenhouse gas emissions to Graphite Capital Partners VIII A resolution reappointing them and authorising report, nor does it have responsibility for any other Top Up Fund 20,000 1,011 1,717 20,000 1,011 3,742 the directors to determine their remuneration will emissions-producing sources under the Companies be submitted at the Annual General Meeting. Graphite Capital Partners VII 35,138 456 7,070 35,138 456 6,720 Act 2006 (Strategic Report and Directors’ Reports) Total 125,138 5,522 36,235 125,138 6,861 44,345 Regulations 2013 and the Streamlined Energy and INCORPORATION BY CROSS REFERENCE Carbon Reporting (‘SECR’) requirements. In accordance with the Companies Act 2006 and In addition, the Audit Committee carries out a formal Capital funds, and any ICG fund investments made applicable regulations, certain disclosures required assessment of the Manager’s internal controls and after 1 February 2016) and Direct Investment TRANSFER OF SHARES AND VOTING RIGHTS to be included in the directors’ report are set out risk management systems every year. made by the Company. All ordinary shares have equal voting rights. elsewhere in this Annual Report and are incorporated • If such an investment has generated at least an There are no restrictions concerning the transfer The Board has contractually delegated responsibility into the directors’ report by reference, as follows: 8% per annum compound return in cash to the of securities in the Company, no special rights for management of the investment Portfolio and the Company (the ‘Threshold’), the Co-investors are with regard to control attached to securities, no • A description of the principal risks and provision of accounting and company secretarial entitled to receive 10% of the total gains from agreements between holders of securities regarding uncertainties facing the Company is included services to the Manager. Custody of unquoted that investment inclusive of return of cost, out their transfer known to the Company, and no in the Strategic Report on pages 32 to 34. securities has been contractually delegated to an of future cash receipts from the investment. agreement to which the Company is party that • Details of likely future developments in the FCA regulated third-party custodian, Aztec Financial affects its control following a takeover bid. business are set out in the Strategic Report Services (UK) Limited (‘Aztec’). Further details of these arrangements can be found on pages 1 to 35. in Note 9 to the financial statements. The Company’s Articles of Association may be Aztec has also been appointed the Company’s • The Company’s Corporate Governance Statement, amended by special resolution of the shareholders in Depositary, in accordance with the Alternative CAPITAL required by DTR 7.2, is set out on pages 40 to 42 a General Meeting. Holders of ordinary shares enjoy Investment Fund Managers Directive. Custody of As at 31 January 2026, 63,554,192 ordinary shares and is incorporated by reference into this report. the rights set out in the Articles of Association of the quoted securities has been contractually delegated of 10 pence each were in issue and fully paid. The Company and under the laws of England and Wales. • Information on the Company’s financial risk to an FCA regulated third-party custodian, Charles Company held 2,257,369 shares held in treasury as Any share may be issued with or have attached to it management objectives, policies and exposures to Stanley & Co Limited, although Aztec retains liability at 30 April 2026, being the latest practicable date such rights and restrictions as the Company by price, credit, liquidity and cash flow risks is included for safeguarding in respect of these assets. before publication of this document. ordinary resolution or, failing such resolution, the in Note 17 to the financial statements on page 67. The performance of these third parties is overseen by Resolutions will be proposed at the forthcoming Board may decide. • Details of the Company’s business model, strategy the Board as part of its regular reviews of the Manager. Annual General Meeting to: and key performance indicators are provided in DISCLOSURE OF INFORMATION TO AUDITORS the Strategic Report on pages 1 to 35. Based on the above, it is the Board’s opinion that the • allot up to a maximum of 20,227,952 ordinary Each of the persons who are a director at the date • The Company has no employees. Employee continuing appointment of ICG as Manager of the shares of 10 pence each, representing of approval of this report confirms that: engagement and workforce matters, as well as Company on the agreed terms is in the best interests approximately 33% of the Company’s issued share broader stakeholder engagement, are addressed of shareholders as a whole. capital (excluding shares held as treasury shares) • so far as the director is aware, there is no relevant by the Manager and are described under as at 30 April 2026; and audit information of which the Company’s auditors ‘Stakeholder engagement’ on page 22. CO-INVESTMENT INCENTIVE SCHEME are unaware; and • disapply pre-emption rights on up to 10% of the ICG and certain of its executives and, in respect of issued share capital (excluding shares held as • each director has taken all the steps that he or ANNUAL GENERAL MEETING certain historical investments, the executives and treasury shares) to enable the Board to issue she ought to have taken as a director in order to The Annual General Meeting will be held on connected parties of the Former Manager (together or re-issue any ordinary shares held in treasury become aware of any relevant audit information 25 June 2026. Further details will be provided in the the ‘Co-investors’), are required to co-invest without having first to offer them to all existing and to establish that the Company’s auditors are Notice of Meeting to be circulated to shareholders. alongside the Company (other than in investments shareholders; and aware of that information. The confirmation is made in funds managed by the Manager or the given and should be interpreted in accordance By order of the Board: • renew the directors’ authority to buy back up Former Manager), for which they are entitled to a to 9,188,394 ordinary shares (being 14.99% with the provisions of Section 418 of the share of investment profits if certain performance of the issued share capital (excluding shares held Companies Act 2006. hurdles are met, as set out below: as treasury shares as at 30 April 2026)) subject ANDREW LEWIS to the constraints to be set out in the proposed • The Co-investors are required to contribute On behalf of ICG FMC Limited resolution. The authority will be used where the 0.5% of the cost of every new fund investment 6 May 2026 directors consider it to be in the best interest of (excluding those investments made by Graphite ### 44 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 REPORT OF THE DIRECTORS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION REMUNERATION COMMITTEE policy to include an element of performance-related pay; all fees are paid in cash rather than any other As the Board is comprised solely of non-executive directors, the Company does not have a remuneration instrument. This Remuneration Policy has been unchanged for a number of years and is unchanged since committee. The determination of the directors’ fees is dealt with by the whole Board. To ensure robust the last shareholder approval at the 2023 Annual General Meeting. oversight, the Board operates a formal, transparent procedure to set fees and considers peer benchmarks, The Articles of Association and subsequent shareholder resolutions currently limit the aggregate fees payable time commitments, Board performance effectiveness outputs, and Company complexity. Decisions on fees to the directors to a total of £420,000 per annum. The limit in the Articles increases annually in line with inflation are always taken collaboratively as a board. and would also increase pro-rata in the event of an additional appointment increasing the number of Board In line with Provision 38 of the AIC Code, the Senior Independent Director and the non-executive directors, members. The Board confirms compliance with this limit for the year ended 31 January 2026. excluding the Chair, have delegated responsibility for determining the Chair’s remuneration. 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 STATEMENT BY THE CHAIR non-executive directors who are suitably qualified and experienced to supervise the Company’s affairs. In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) SHARE PRICE PERFORMANCE 1 Regulations 2013, the Company presents its Remuneration Policy and Remuneration Report separately. The Company’s performance is compared to the FTSE All-Share Index Total Return as this is considered to be The Remuneration Policy sets out how the Company proposes to pay the directors, including each element the most appropriate comparator index. 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 shareholders. At the 2026 Annual General Meeting, the Remuneration Policy as set out below will be resubmitted to a vote of shareholders. No changes are proposed to the Remuneration Policy. 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 2027 were reviewed in January 2026. In determining the level of directors’ fees, the Board considered the Company’s policy, industry benchmarks for non-executive directors, the responsibilities of individual directors, the time committed to the Company’s affairs, and the limits set out in the Company’s Articles of Association. Following this review, an increase of 4% was approved, reflecting inflation and prevailing market comparables. This review confirmed that while the Company’s directors’ fees remain broadly competitive, the Chair’s fee is positioned at the lower end of the peer group range. In light of this assessment — and recognising the importance of ensuring that remuneration remains appropriate to attract and retain high-quality Board leadership — the Board agreed 1 On a total return basis (i.e. including the effect of re-invested dividends). Indexed to a starting point of £100. to implement an incremental increase to the Chair’s fee. Accordingly, the Chair’s fee will increase by 7% SERVICE CONTRACTS to £81,500. The Board further noted that maintaining a trajectory of gradual, benchmarked increases will It is not the Company’s policy to enter into service contracts with its directors. No director has a service support the Company’s ability to recruit a suitably qualified successor to the Chair in due course. contract with the Company. The directors each serve under a letter of appointment. TABLE OF REMUNERATION BY ROLE 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 | | | Year ended | | | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2027 | | | 31 January 2026 | | | 31 January 2025 | | | Meeting or pursuant to any provision of the Articles of Association. It is not the Company’s policy to enter | | Role | | | £ | | | £ | | | £ | | into arrangements that entitle any of the directors to compensation for loss of office. No director is entitled Chair of the Board 81,500 76,100 73,900 to any such compensation. Chair of the Audit Committee 64,000 61,500 59,700 STATEMENT OF CONSIDERATION OF CONDITIONS ELSEWHERE IN THE COMPANY Senior Independent Director and Chair of MEC 62,900 60,500 58,700 The Company has no employees. Therefore the Company cannot take into account the pay and employment 1 conditions of its employees when setting and implementing the Remuneration Policy. Directors’ fees 51,700 49,700 48,300 STATEMENT OF CONSIDERATION OF SHAREHOLDER VIEWS 1 The fee includes all fees payable for service as a director and a member of the Audit Committee and the MEC. The Company places great importance on communication with its shareholders. The Board confirms that PROPOSED REMUNERATION POLICY no negative views were expressed in relation to its Remuneration Policy during the year. It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable OTHER BENEFITS to non-executive directors in the wider industry, the role that individual directors fulfil, the time committed to Directors are entitled to reimbursement of reasonable expenses incurred in the performance of their duties the Company’s affairs and the limits stated by the Company’s Articles of Association. It is not the Company’s and attendance at meetings. The Company does not provide pensions or similar benefits to directors. ### 45 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 DIRECTORS’ REMUNERATION REPORT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION DIRECTORS’ REMUNERATION REPORT | | | | Year ended | | Year ended | | --- | --- | --- | --- | --- | --- | | The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures | | 31 January 2026 | | 31 January 2025 | | | | Name | Number of shares | | Number of shares | | have been audited, this is indicated below. The directors were not entitled to any loss of office payments, Jane Tufnell 31,025 31,025 pension benefits, share options or other incentives in the year ended 31 January 2026 (2025: nil). David Warnock 30,000 30,000 RELATIVE IMPORTANCE OF SPEND ON PAY Alastair Bruce 30,000 30,000 The following table compares the remuneration paid to the directors with aggregate distributions to shareholders in the year to 31 January 2026 and the prior year. This disclosure is a statutory requirement. Gerhard Fusenig 26,000 26,000 However, the directors consider that this comparison is not meaningful as (a) the Company has no employees, Adiba Ighodaro 800 800 and (b) its objective is to provide shareholders with long-term capital growth, and share buybacks and dividends Janine Nicholls 5,383 2,219 form only a small part of total shareholders’ returns. Total 123,208 120,044 | | | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2026 | | | 31 January 2025 | | | As at 6 May 2026, the beneficial interests of the directors in the shares of the Company amounted to | | Components of remuneration package | | | £’000 | | | £’000 | | 125,969 shares. Directors’ remuneration 351 340 STATEMENT OF SHAREHOLDER VOTING The Remuneration Policy was last approved at the Annual General Meeting on 27 June 2023, with the Year ended Year ended following proxy votes cast: 31 January 2026 31 January 2025 Shareholder distributions £’000 £’000 Votes Number % Dividends paid 23,404 22,308 For 19,609,662 98.31 Share buybacks 27,987 35,851 Against 337,645 1.69 Withheld 141,491 — Total distributions to shareholders 51,391 58,159 At the Annual General Meeting held on 24 June 2025, a resolution to approve the Directors’ Remuneration REMUNERATION IN THE YEAR (AUDITED) Report for the year ended 31 January 2025 was passed with the following proxy votes cast: Change in annual fee over years ended Votes Number % Fees Expenses 1 Total 31 January 2 For 17,463,555 98.79 | | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Name | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 2026 2025 2024 2023 2022 | | Against 213,646 1.21 | | Jane Tufnell | 76 74 — — 76 74 | | | | | | 3% 4% 9% 3% 22% | Withheld 157,213 — | | Alastair Bruce | 62 60 — — 62 60 | | | | | | 3% 4% 9% 4% 19% | | The Board does not consider the numbers of votes against these resolutions to be significant. | David Warnock | | 61 59 — — 61 59 | 3% 26% 9% 5% 504% | | | --- | --- | --- | --- | --- | | | 1 | | | RESOLUTION TO APPROVE DIRECTORS’ REMUNERATION REPORT | | Gerhard Fusenig | | 50 48 2 3 52 51 | 4% 4% 4% 9% 7% | | A resolution to approve the Remuneration Report for the year ended 31 January 2026 will be put Adiba Ighodaro 50 48 — — 50 48 4% 4% 85% N/A N/A to the members at the forthcoming Annual General Meeting. Janine Nicholls 50 48 — — 50 48 4% 4% 85% N/A N/A On behalf of the Board: Total 349 337 2 3 351 340 1 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. 2 The year-on-year changes in fees for directors reflects movements in roles, in addition to any increase in underlying fee rates, and pro-rations JANE TUFNELL for directors joining and leaving the Board, during the financial year. Chair 6 May 2026 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 The Portfolio Manager, Oliver Gardey, holds 68,690 shares in the Company, which have been acquired had any notifiable interest in the securities of the Company. in the open market at market rates. In aggregate, and including the Portfolio Manager, employees of ICG hold a total of 94,370 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 44 for more detail). ### 46 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 DIRECTORS’ REMUNERATION REPORT CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ALASTAIR BRUCE INTRODUCTION SIGNIFICANT JUDGEMENTS IN RELATION This included: CHAIR OF THE All Board members currently serve on the TO THE FINANCIAL STATEMENTS • an assessment of the Company’s business AUDIT COMMITTEE Audit Committee. As set out on page 39, the VALUATION OF INVESTMENTS activities, as set out in the Chair’s statement on members of the Committee have a range of recent In its review of the financial statements, the Committee page 4 and the Manager’s review on page 14; and relevant financial experience. They also have considers whether the Company’s investments • the Company’s principal risks and their mitigants, relevant experience in the sector in which the are fairly valued. The valuation of investments is as noted on page 32; and Company operates. predominantly based on third-party managers’ • the Company’s ability to manage its liquidity and The Committee operates within written terms of valuations. The Committee discussed the valuation overcommitment levels over the period of 12 reference, which are available within the Corporate process and governance in detail with the Manager months and longer from the date of this report, governance section of the Company’s website and reviewed the plan of the external auditors to incorporating the Company’s balance sheet and icg-enterprise.co.uk, clearly setting out its authority ensure that it was appropriately designed to provide cash flow projections provided by the Manager. and duties. The primary role of the Committee is to assurance over the valuation of the investments. These projections included scenarios with review the interim and annual financial statements, The Committee has been satisfied with the process varying levels of investment gains and losses, the effectiveness and scope of the external audit, established by the Manager. The Manager reported the fund drawdowns and realisations, availability of the the risks to which the Company is exposed and results of the valuation process, including the sources of credit facility, and possible remedial action that the mitigating controls, and compliance with regulatory valuation information and the methodologies used. The Company could undertake if required in the event and financial reporting requirements. The auditors separately reported the results of their audit of significant valuation declines and/or reductions Committee also provides advice to the Board on work to the Committee. The Committee concluded in liquidity. Further details around liquidity risk whether the Annual Report and Accounts, taken that the valuation process had been properly carried and overcommitment risk are detailed in Note 17 as a whole, is fair, balanced and understandable. out and that the investments had been fairly valued in to the financial statements on page 68. Accordingly, KEY RESPONSIBILITIES The Committee meets at least three times a year. accordance with UK-adopted International Accounting the Committee was satisfied that the going concern Reviewing the interim and annual financial A quorum is any two of the members of the Standards and in line with International Private Equity basis of accounting remained appropriate for statements, the effectiveness and scope Committee but full attendance at each meeting and Venture Capital Valuation Guidelines. the Company. of the external audit, the risks to which is strongly encouraged. the Company is exposed and mitigating GOING CONCERN AND VIABILITY controls, and compliance with regulatory FAIR, BALANCED AND UNDERSTANDABLE Three meetings were held in the financial year, In order to support the Board in determining that and financial reporting requirements. Following a thorough review, and discussion with and all were quorate. The Company’s auditors, it is appropriate to continue to adopt the going the Manager and the auditors, the Committee Ernst & Young LLP (‘EY’), attended all meetings. concern basis of preparation of the Company’s COMMITTEE MEMBERS has advised the Board that the Annual Report and The Committee also has direct access to the auditors financial statements, the Committee has challenged • Alastair Bruce (Chair of the Committee) Accounts for the year ended 31 January 2026, taken as necessary at other times and the opportunity and assessed the key assumptions underpinning as a whole, is fair, balanced and understandable and • Gerhard Fusenig to meet the auditors without the Manager that decision. provides the information necessary for shareholders • Adiba Ighodaro being present. to assess the Company’s position and performance, • Janine Nicholls In addition to the key responsibilities noted, business model and strategy. • Jane Tufnell the Committee considered the independence • David Warnock of the auditors. COMMITTEE ACTIVITIES • Oversight of audit conducted by the ## Company’s auditors “The Audit Committee’s role is to ensure that strong • Ongoing review of the Company’s risk ## performance is underpinned by robust controls, clear management and internal control systems ## • Continued review and scrutiny of reporting and disciplined risk management. This year, valuations ## we have maintained a rigorous focus on financial integrity • Review of the reporting of financial ## information to shareholders while supporting the Company’s continued evolution.” ALASTAIR BRUCE CHAIR OF THE AUDIT COMMITTEE ### 47 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 REPORT OF THE AUDIT COMMITTEE REPORT OF THE AUDIT COMMITTEE CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **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 is working closely with the Manager to address the enhanced requirements introduced by Provision 34 of the Code, which will be reported upon for the first time for the year ended 31 January 2027. 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') in depository. 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 2025 to 31 January 2026, 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 2026 at the Annual General Meeting in June 2025. 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 2026, £68,790 (2025: £66,140) 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 2027. I would be pleased to discuss the work of the Committee with any shareholder. # **ALASTAIR BRUCE** Chair of the Audit Committee 6 May 2026 "Effective governance is not static. During the year, the Committee has challenged assumptions, reviewed judgements in detail and ensured that the Company's financial reporting remains transparent, balanced and fair." # **ALASTAIR BRUCE** CHAIR OF THE AUDIT COMMITTEE ![img-1.jpeg](img-1.jpeg) ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 48 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ### The directors are responsible for The directors are also responsible for safeguarding the assets of the Company and for taking reasonable ### preparing the Annual Report, the steps for the prevention and detection of fraud and ### Directors’ Remuneration Report other irregularities. ### and the financial statements in The directors are responsible for the maintenance ### accordance with applicable law and integrity of the Company’s website. ### and regulations. Legislation in the United Kingdom governing the Company law requires the directors to prepare preparation and dissemination of financial statements financial statements for each financial year. may differ from legislation in other jurisdictions. Accordingly, the directors have prepared the financial statements in accordance with UK-adopted Having taken advice from the Audit Committee, International Accounting Standards (‘UK-IAS’) and the directors consider that the Annual Report, taken the Statement of Recommended Practice (‘SORP’) as a whole, is fair, balanced and understandable and for investment trusts issued by the Association of provides the information necessary for shareholders Investment Companies in July 2022. Company law to assess the Company’s position and performance, also requires that the directors do not approve the business model and strategy. financial statements unless they are satisfied that Each of the directors, whose names and functions they give a true and fair view of the state of affairs are listed on page 39, confirm that, to the best of of the Company and of the profit or loss of the their knowledge: Company for the relevant period. In preparing these financial statements, the directors are required to: • the financial statements, which have been prepared in accordance with UK-IAS in conformity • select suitable accounting policies and then apply with the requirements of the Companies Act them consistently; 2006, give a true and fair view of the assets, • make judgements and accounting estimates that liabilities, financial position and profit of the are reasonable and prudent; Company; and • provide additional disclosures when compliance • the Strategic Report includes a fair review of the with the specific requirements in UK-IAS is development and performance of the business insufficient to enable users to understand the and the position of the Company, together with a impact of particular transactions, other events description of the principal risks and uncertainties and conditions on the Company financial position that it faces. and financial performance; • state whether UK-IAS have been followed, subject On behalf of the Board: to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on a going JANE TUFNELL concern basis unless it is inappropriate to presume Chair that the Company will continue in business. 6 May 2026 The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure 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. ### 49 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STATEMENT OF DIRECTORS’ RESPONSIBILITIES STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## FINANCIAL ## STATEMENTS 51 Independent auditor’s report to the members of ICG Enterprise Trust plc 56 Income statement 57 Balance sheet 58 Cash flow statement 59 Statement of changes in equity 60 Notes to the financial statements ### 50 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION OPINION to continue to adopt the going concern basis of Based on the work we have performed, we have particular by abrupt shifts in the political and We have audited the financial statements of accounting included the following procedures: not identified any material uncertainties relating to technological landscape, may impact the value of ICG Enterprise Trust plc (the ‘Company’) for the events or conditions that, individually or collectively, the Company’s Portfolio, which is the aggregate • We made enquiries of the Audit Committee year ended 31 January 2026 which comprise may cast significant doubt on the Company’s ability of the investment portfolios of the Company and of and ICG Alternative Investment Limited (‘the the Income Statement, Balance Sheet, Cash Flow to continue as a going concern for a period to its subsidiary limited partnerships. This is explained Manager’) to determine whether, in their opinion, Statement, Statement of Changes in Equity, 31 May 2027, which is at least 12 months from when on page 33 in the Principal risks and uncertainties they had any knowledge of events or conditions and the related notes 1 to 19, including material the financial statements are authorised for issue. section of the Strategic Report, which forms part beyond the period of the directors’ assessment accounting policy information. of the “Other information,” rather than the audited that may cast significant doubt on the Company’s In relation to the Company’s reporting on how they financial statements. Our procedures on these The financial reporting framework that has been ability to continue as a going concern. have applied the UK Corporate Governance Code, unaudited disclosures therefore consisted solely applied in their preparation is applicable law and we have nothing material to add or draw attention to • We obtained the directors’ going concern of considering whether they are materially UK adopted International Accounting Standards. in relation to the directors’ statement in the financial assessment and validated that the assessment inconsistent with the financial statements or our covers a period to 31 May 2027, which is at least statements about whether the directors considered In our opinion, the financial statements: knowledge obtained in the course of the audit or 12 months from when these financial statements it appropriate to adopt the going concern basis otherwise appear to be materially misstated, in line • give a true and fair view of the Company’s affairs of accounting. are authorised for issue. with our responsibilities on “Other information”. as at 31 January 2026 and of its loss for the year • We obtained the forecasts and cash flows Our responsibilities and the responsibilities of the then ended; Our audit effort in considering the impact of climate prepared by the Manager, underpinning the directors with respect to going concern are described • have been properly prepared in accordance with change on the financial statements was focused directors’ assessment of going concern. We in the relevant sections of this report. However, UK-adopted International Accounting Standards; on the adequacy of the Company’s disclosures in challenged the sensitivities and assumptions because not all future events or conditions can be and the financial statements as set out in Note 1(a) and used in the forecasts, including comparing predicted, this statement is not a guarantee as to • have been prepared in accordance with the assumptions of future cash flows. the conclusion that there is no further impact of the Company’s ability to continue as a going concern. requirements of the Companies Act 2006. climate change to be taken into account as the • We obtained the stress testing and reverse stress investments are valued based on market-based testing performed by the Manager and challenged OVERVIEW OF OUR AUDIT APPROACH BASIS FOR OPINION valuation approaches as at the year-end as required the appropriateness and severity of stresses applied, KEY AUDIT • Risk of incorrect valuation of We conducted our audit in accordance with by IFRS. All investments therefore reflect the through comparison to market and historical data. MATTERS unquoted investments. International Standards on Auditing (UK) (ISAs (UK)) market participants’ view of climate change risk We validated the standing data used by agreeing and applicable law. Our responsibilities under those • Risk of inaccurate recognition of on the investments held by the Company. We also this to supporting documentation. standards are further described in the Auditor’s realised gains/ (losses) and change challenged the directors’ considerations of climate • We made enquiries of the Audit Committee and the responsibilities for the audit of the financial in unrealised gains/(losses) on change risks in their assessment of going concern Manager to determine whether, in their opinion, statements section of our report. We believe that unquoted investments. and associated disclosures. there is any material uncertainty regarding the the audit evidence we have obtained is sufficient MATERIALITY • Overall materiality of £12.7m Company’s ability to pay liabilities and commitments Based on our work we have not identified the impact and appropriate to provide a basis for our opinion. which represents 1% of net assets. as they fall due over the period of twelve months of climate change on the financial statements to be from the date of approval of the financial statements a key audit matter or to impact a key audit matter. INDEPENDENCE We are independent of the Company in accordance and challenged this assessment. AN OVERVIEW OF THE SCOPE OF OUR AUDIT TAILORING THE SCOPE KEY AUDIT MATTERS with the ethical requirements that are relevant • We obtained the legal agreements to validate the existence of the multi-currency revolving credit Our assessment of audit risk, our evaluation of Key audit matters are those matters that, in our to our audit of the financial statements in the UK, facility extended by the Company during the year materiality and our allocation of performance professional judgement, were of most significance including the FRC’s Ethical Standard as applied to and agreed the covenants included in the going materiality determine our audit scope for the in our audit of the financial statements of the current listed public interest entities, and we have fulfilled concern assessment and supporting stress testing. Company. This enables us to form an opinion on period and include the most significant assessed our other ethical responsibilities in accordance with We recalculated the relevant covenants for each the financial statements. We take into account size, risks of material misstatement (whether or not due these requirements. quarter-end in the going concern assessment risk profile, the organisation of the Company and to fraud) that we identified. These matters included The non-audit services prohibited by the FRC’s effectiveness of controls, the potential impact period based on these key terms. those which had the greatest effect on: the overall Ethical Standard were not provided to the Company of climate change and changes in the business • We validated that the disclosures made in audit strategy; the allocation of resources in the and we remain independent of the Company in environment when assessing the level of work the Annual Report and Accounts regarding the audit; and directing the efforts of the engagement conducting the audit. to be performed. All audit work was performed Company’s ability to continue as a going concern team. These matters were addressed in the context directly by the audit engagement team. of our audit of the financial statements as a whole, are consistent with our understanding of CONCLUSIONS RELATING TO GOING CONCERN the business and with the assumptions and and in our opinion thereon, and we do not provide In auditing the financial statements, we have CLIMATE CHANGE calculations which underpin the directors’ a separate opinion on these matters. concluded that the directors’ use of the going There has been increasing interest from assessment of going concern. concern basis of accounting in the preparation of the stakeholders as to how climate change will impact financial statements is appropriate. Our evaluation companies. The Company has determined that the of the directors’ assessment of the Company’s ability impact of climate-related transition risks, driven in ### 51 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OF ICG ENTERPRISE TRUST PLC INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ICG ENTERPRISE TRUST PLC CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | **Risk** Risk of incorrect valuation of unquoted investments (2026: £1,308.9m, 2025: £1,469.5m) Refer to the Report of the Audit Committee (page 47) Material Accounting Policy Information (pages 60 to 62) and Notes 30 and 17 of the Financial Statements (pages 65 and 67 to 69, respectively). The unquoted investment portfolio is material to the financial statements and consists of illiquid private equity fund investments of £148.1m (2025: £151.0m) and direct co-investments into private companies of £166.8m (2025: £154.2m). The Company also has five (2025: five) subsidiary undertakings of £994.0m (2025: £1,164.3m), held at fair value under IFRS 10, which invest into the same unquoted investments. The valuations of unquoted investments do not have inputs based on observable market data and are therefore subjective, increasing the likelihood of error. Net Asset Values ('NAV') of each investment are provided to the Company by the fund managers or sponsors of the investee companies and any necessary adjustments are made by the Administrator, for example cash flow adjustments for drawdowns and distributions between the date of the last valuation provided and the year-end date of the Company. The year-end valuations are then reviewed by the Manager and the directors. | **Our response to the risk** We performed the following procedures: We obtained an understanding of and evaluated the design and implementation of processes and controls around the unquoted investment valuations by performing a walkthrough. We obtained the valuation policy applied by the Company and validated compliance with the International Private Equity and Venture Capital Guidelines December 2022. For all unquoted investments held by the Company, we performed the following procedures to gain assurance over the valuation: - we independently obtained the most recently available third-party valuations and agreed the valuations to the value per the accounting records; - where the most recently available third-party valuation was not at the reporting date of the Company; - we obtained management's fair value assessment at year end by: - reviewing the cash flow adjustments, distributions and drawdowns; - reviewing adjustments made to indirect investments by reviewing underlying quoted adjustments using independent pricing sources on a look through basis; and - agreeing these adjustments to supporting documentation and bank statements; and - we verified the reasonableness of all foreign exchange rates used by comparison to an independent source. Subsequent to the finalisation of the investment valuations, we obtained updated capital account statements received since the valuation date of the latest valuation from the underlying fund manager and other financial information such as cash flow notices relevant to the valuation of the unquoted investments, to consider and ensure that no material valuation differences arose. We performed the following procedures to gain assurance over the reliability of the unaudited capital account statements: - for a sample of investments where the valuation was based on unaudited capital account statements, we assessed their reliability by comparing the Net Asset Value ('NAV') per the latest audited financial statements to the NAV per the unaudited capital account statement as at the same date; and - we obtained a sample of relevant underlying audited financial statements, inspecting the GAAP applied and accounting policies on key areas impacting the NAV and compared these to IFRS. We ensured that the auditor was registered with the appropriate local accounting body and issued an unmodified 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. | Key observations communicated to the Audit Committee The results of our procedures are: We identified no material misstatements in relation to the risk of incorrect valuation of unquoted investments. | | --- | --- | --- | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 52 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Risk Our response to the risk Key observations communicated to the Audit Committee Risk of inaccurate recognition of realised gains/(losses) We performed the following procedures: The results of our procedures are: (2026: -£1.4m, 2025 £1.5m) and change in unrealised We obtained an understanding of and evaluated the design and implementation of the processes and controls We identified no material misstatements in gains/(losses) (2026: £15.8m, 2025: £132.2m) on around the recognition of realised and change in unrealised gains/(losses) by performing a walkthrough. relation to the risk of inaccurate recognition of unquoted investments realised gains/(losses) and change in unrealised We performed a review and recalculation to confirm that the Company’s accounting policy in relation to realised Refer to Material Accounting Policy Information gains/(losses) on unquoted investments. and change in unrealised gains/(losses) on unquoted investments was correctly applied with the Annual Report (pages 60 to 62); and Note 10 of the Financial Statements and Accounts and we validated that the policy is in compliance with IFRS 9. (page 65). To validate the inputs into the manual calculation: Gains or losses on investments originate from capital distributions and fair value movements for investments • we recalculated the change in unrealised gain/(loss) for a sample of investments based on the fair value of the during the year. Realised gains or losses are calculated as investments audited as part of our investments testing; a difference between amount realised and last carrying • we agreed a sample of purchases and sales of investments during the year to call and distribution notices, value at the last reporting year end. Unrealised gains or or to secondary sales documentation, and bank statements; and losses are calculated as difference between the opening • we agreed the carrying values used in the realised gains/(losses) calculation for a sample of investments carrying value and the carrying value at the reporting to independently obtained capital account statements. date (or cost where the investment was acquired during To address the risk of management override, we tested the appropriateness of journal entries and other the year). adjustments made 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). ### 53 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OF ICG ENTERPRISE TRUST PLC CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION OUR APPLICATION OF MATERIALITY OTHER INFORMATION We have nothing to report in respect of the following RESPONSIBILITIES OF DIRECTORS We apply the concept of materiality in planning The other information comprises the information matters in relation to which the Companies Act 2006 As explained more fully in the Statement of and performing the audit, in evaluating the effect of included in the annual report other than the financial requires us to report to you if, in our opinion: Directors’ Responsibilities set out on page 49, the identified misstatements on the audit and in forming statements and our auditor’s report thereon. The directors are responsible for the preparation of the • adequate accounting records have not been kept, our audit opinion. directors are responsible for the other information financial statements and for being satisfied that or returns adequate for our audit have not been contained within the annual report. they give a true and fair view, and for such internal MATERIALITY received from branches not visited by us; or control as the directors determine is necessary to Our opinion on the financial statements does The magnitude of an omission or misstatement • the financial statements and the part of the enable the preparation of financial statements that not cover the other information and, except to that, individually or in the aggregate, could Directors’ Remuneration Report to be audited are free from material misstatement, whether due the extent otherwise explicitly stated in this report, reasonably be expected to influence the economic are not in agreement with the accounting records to fraud or error. we do not express any form of assurance decisions of the users of the financial statements. and returns; or conclusion thereon. In preparing the financial statements, the directors Materiality provides a basis for determining the • certain disclosures of directors’ remuneration are responsible for assessing the Company’s ability nature and extent of our audit procedures. Our responsibility is to read the other information specified by law are not made; or to continue as a going concern, disclosing, as and, in doing so, consider whether the other • we have not received all the information and We determined materiality for the Company to be applicable, matters related to going concern and information is materially inconsistent with the explanations we require for our audit. £12.72m (2025: £13.32m), which is 1% (2025: 1%) using the going concern basis of accounting unless financial statements or our knowledge obtained of net assets. We believe that net assets provides the directors either intend to liquidate the Company in the course of the audit or otherwise appears to CORPORATE GOVERNANCE STATEMENT us with materiality aligned to the key measurement or to cease operations, or have no realistic be materially misstated. If we identify such material We have reviewed the directors’ statement in of the Company’s performance. alternative but to do so. inconsistencies or apparent material misstatements, relation to going concern, longer-term viability and we are required to determine whether this gives that part of the Corporate Governance Statement PERFORMANCE MATERIALITY AUDITOR’S RESPONSIBILITIES FOR THE AUDIT rise to a material misstatement in the financial relating to the Company’s compliance with the OF THE FINANCIAL STATEMENTS The application of materiality at the individual statements themselves. If, based on the work provisions of the UK Corporate Governance Code Our objectives are to obtain reasonable assurance account or balance level. It is set at an amount we have performed, we conclude that there is a specified for our review by the UK Listing Rules. about whether the financial statements as a whole to reduce to an appropriately low level the material misstatement of the other information, are free from material misstatement, whether due to probability that the aggregate of uncorrected and Based on the work undertaken as part of our audit, we are required to report that fact. fraud or error, and to issue an auditor’s report that undetected misstatements exceeds materiality. we have concluded that each of the following elements of the Corporate Governance Statement includes our opinion. Reasonable assurance is a high We have nothing to report in this regard. On the basis of our risk assessments, together with level of assurance, but is not a guarantee that an is materially consistent with the financial statements our assessment of the Company’s overall control audit conducted in accordance with ISAs (UK) will | | OPINIONS ON OTHER MATTERS PRESCRIBED | or our knowledge obtained during the audit: | | | --- | --- | --- | --- | | environment, our judgement was that performance | BY THE COMPANIES ACT 2006 | | always detect a material misstatement when it | | materiality was 75% (2025: 75%) of our planning | | • Directors’ statement with regards to the | | | | In our opinion the part of the directors’ | | exists. Misstatements can arise from fraud or error | | materiality, namely £9.5m (2025: £10.0m). We have | | appropriateness of adopting the going concern | | | | remuneration report to be audited has been | | and are considered material if, individually or in the | | set performance materiality at this percentage | | basis of accounting and any material uncertainties | | | | properly prepared in accordance with the | | aggregate, they could reasonably be expected to | | due to reduction of corrected and uncorrected | | identified set out on page 35; | | | | Companies Act 2006. | | influence the economic decisions of users taken on | | misstatements noted in the prior year audit which | | • Directors’ explanation as to its assessment of the | the basis of these financial statements. | In our opinion, based on the work undertaken indicated a lower risk and likelihood of misstatements. Company’s prospects, the period this assessment in the course of the audit: | | | covers and why the period is appropriate set out | EXPLANATION AS TO WHAT EXTENT THE AUDIT | | --- | --- | --- | --- | | REPORTING THRESHOLD | • the information given in the strategic report and | on page 35; | WAS CONSIDERED CAPABLE OF DETECTING | | An amount below which identified misstatements | the directors’ report for the financial year for | • Directors’ statement on whether it has a | IRREGULARITIES, INCLUDING FRAUD | | are considered as being clearly trivial. | which the financial statements are prepared is | reasonable expectation that the Company will | Irregularities, including fraud, are instances of non- | | | consistent with the financial statements; and | be able to continue in operation and meets its | compliance with laws and regulations. We design | We agreed with the Audit Committee that we would • the strategic report and directors’ report have liabilities set out on page 35; procedures in line with our responsibilities, outlined report to them all uncorrected audit differences in been prepared in accordance with applicable • Directors’ statement on fair, balanced and above, to detect irregularities, including fraud. The excess of £0.6m (2025: £0.7m), which is set at 5% legal requirements. understandable set out on page 47; risk of not detecting a material misstatement due of planning materiality, as well as differences below • Board’s confirmation that it has carried out a to fraud is higher than the risk of not detecting one that threshold that, in our view, warranted reporting MATTERS ON WHICH WE ARE REQUIRED robust assessment of the emerging and principal resulting from error, as fraud may involve deliberate on qualitative grounds. TO REPORT BY EXCEPTION concealment by, for example, forgery or intentional risks set out on pages 31 to 34; We evaluate any uncorrected misstatements against In the light of the knowledge and understanding of the • The section of the annual report that describes the misrepresentations, or through collusion. The extent both the quantitative measures of materiality Company and its environment obtained in the course of review of effectiveness of risk management and to which our procedures are capable of detecting discussed above and in light of other relevant the audit, we have not identified material misstatements internal control systems set out on page 48; and irregularities, including fraud is detailed below. qualitative considerations in forming our opinion. in the strategic report or directors’ report. • The section describing the work of the audit committee set out on page 47. ### 54 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OF ICG ENTERPRISE TRUST PLC CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | However, the primary responsibility for the | OTHER MATTERS WE ARE REQUIRED TO ADDRESS | | --- | --- | | prevention and detection of fraud rests with both | • Following the recommendation from the audit | | those charged with governance of the Company | committee, we were appointed by the Company | | and management. | on 27 June 2019 to audit the financial statements | for the year ending 31 January 2026 and • We obtained an understanding of the legal and subsequent financial periods. regulatory frameworks that are applicable to the • The period of total uninterrupted engagement Company and determined that the most significant including previous renewals and reappointments are those that relate to the reporting framework is 7 years, covering the years ending 31 January (UK-adopted International Accounting Standards, 2020 to 31 January 2026. the Companies Act 2006, the Listing Rules, the UK • The audit opinion is consistent with the additional Corporate Governance Code, Section 1158 of report to the audit committee. the Corporation Tax Act 2010, The Companies (Miscellaneous Reporting) Regulations 2018, USE OF OUR REPORT and The Statement of Recommended Practice This report is made solely to the Company’s for the Financial Statements of Investment Trust members, as a body, in accordance with Chapter 3 Companies as issued by the Association of of Part 16 of the Companies Act 2006. Our audit Investment Companies). work has been undertaken so that we might state • We understood how the Company is complying to the Company’s members those matters we are with those frameworks through discussions with required to state to them in an auditor’s report and members of the Manager and the Non-Executive for no other purpose. To the fullest extent permitted Directors including the Chair of the Audit by law, we do not accept or assume responsibility to Committee, in addition to our review of board anyone other than the Company and the Company’s minutes, committee minutes, and papers provided members as a body, for our audit work, for this to the Audit Committee. report, or for the opinions we have formed. • We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering AHMER HUDA the key risks impacting the financial statements. (Senior statutory auditor) We identified fraud and management override for and on behalf of Ernst & Young LLP risks in relation to the inaccurate recognition of Statutory Auditor realised gains/(losses) and change in unrealised London gains/(losses) on unquoted investments. Our audit 6 May 2026 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 https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. ### 55 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 OF ICG ENTERPRISE TRUST PLC CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Year to 31 January 2026 Year to 31 January 2025 | | 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 2,306 13,584 15,890 1,060 134,156 135,216 Deposit interest 2 196 — 196 48 — 48 Other income 2 63 — 63 5 — 5 Foreign exchange gains and losses — 3,533 3,533 — (729) (729) 2,565 17,117 19,682 1,113 133,427 134,540 Expenses Investment management charges 3 (1,606) (14,457) (16,063) (1,618) (14,558) (16,175) Other expenses including finance costs 4 (3,198) (8,850) (12,048) (2,439) (8,417) (10,856) (4,804) (23,307) (28,111) (4,057) (22,975) (27,031) Profit/(loss) before tax (2,239) (6,190) (8,429) (2,943) 110,453 107,510 Taxation 6 — — — — — — Profit/(loss) for the period (2,239) (6,190) (8,429) (2,943) 110,453 107,510 Attributable to: Equity shareholders (2,239) (6,190) (8,429) (2,943) 110,453 107,510 Basic and diluted earnings per share 7 (13.35)p 163.95p 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 60 to 71 form an integral part of the financial statements. ### 56 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 INCOME STATEMENT BALANCE SHEET STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | | Notes | 31 January 2026 £'000 | 31 January 2025 £'000 | | --- | --- | --- | --- | | **Non-current assets** | | | | | Investments held at fair value | 9, 10, 17 | 1,308,900 | 1,469,549 | | **Current assets** | | | | | Cash and cash equivalents | 11 | 33,837 | 3,927 | | Prepayments and receivables | 12 | 1,486 | 2,018 | | | | 35,323 | 5,943 | | **Current liabilities** | | | | | Borrowings | 13 | (66,570) | (131,931) | | Payables | 13 | (5,081) | (11,171) | | **Net current liabilities** | | (36,328) | (137,157) | | **Total assets less current liabilities** | | 1,272,572 | 1,332,392 | | **Capital and reserves** | | | | | Share capital | 14 | 6,355 | 7,292 | | Capital redemption reserve | | 3,049 | 2,112 | | Share premium | | 12,936 | 12,936 | | Capital reserve | | 1,258,146 | 1,315,727 | | Revenue reserve | | (7,914) | (5,675) | | **Total equity** | | 1,272,572 | 1,332,392 | | **Net Asset Value per Share (basic and diluted)** | 15 | 2044.6p | 2072.9p | The notes on pages 60 to 71 form an integral part of the financial statements. The financial statements on pages 56 to 71 were approved by the Board of Directors on 6 May 2026 and signed on its behalf by: JANE TUFNELL Director ALASTAIR BRUCE Director ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 57 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | | | Year to | | Year to | | --- | --- | --- | --- | --- | | | 31 January 2026 | | 31 January 2025 | | | Notes | | £'000 | | £'000 | Operating activities Sale of portfolio investments 60,090 19,966 Purchase of portfolio investments (50,605) (34,144) Cash flow to subsidiaries' investments (154,775) (152,174) Cash flow from subsidiaries' investments 320,137 125,769 Interest income received from portfolio investments 708 494 Dividend income received from portfolio investments 1,452 547 Other income received 259 53 Investment management charges paid (16,240) (16,021) Other expenses paid (1,998) (1,881) Net cash inflow/(outflow) from operating activities 159,028 (57,391) Financing activities Bank facility fee paid (2,572) (2,011) Interest paid (6,492) (545) Credit facility utilised 126,608 139,761 Credit facility repaid (196,875) (27,831) Purchase of shares into treasury (27,987) (35,851) Equity dividends paid 8 (23,404) (22,308) Net cash (outflow)/inflow from financing activities (130,722) 51,215 Net increase/(decrease) in cash and cash equivalents 28,306 (6,176) Cash and cash equivalents at beginning of year 11 3,927 9,722 Net increase/(decrease) in cash and cash equivalents 28,306 (6,176) Effect of changes in foreign exchange rates 1,604 381 Cash and cash equivalents at end of period 11 33,837 3,927 The notes on pages 60 to 71 form an integral part of the financial statements. ### 58 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 CASH FLOW STATEMENT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | | | | Capital | | | | | | | | | | | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | redemption | | | | Realised capital | | | Unrealised capital | | Revenue | | shareholders’ | | | Share capital | | | reserve | Share premium | | | reserve | 1 | | reserve | reserve | 1 | | equity | | | £’000 | | £’000 | | £’000 | | £’000 | | | £’000 | £’000 | | | £’000 | Opening balance at 1 February 2025 7,292 2,112 12,936 408,641 907,087 (5,675) 1,332,392 Profit for the period and total comprehensive income — — — 37,556 (43,747) (2,239) (8,429) Transfer to capital redemption reserve (937) 937 — — — — — Dividends paid or approved — — — (23,404) — — (23,404) Purchase of shares into treasury — — — (27,987) — — (27,987) Closing balance at 31 January 2026 6,355 3,049 12,936 394,806 863,340 (7,914) 1,272,572 Total | | | Capital redemption | | | | Realised capital | | | Unrealised capital | | Revenue | | shareholders’ | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Share capital | | | reserve | Share premium | | | reserve | 1 | | reserve | reserve | 1 | | 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 Dividends paid or approved — — — (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 1 Distributable reserves. The notes on pages 60 to 71 form an integral part of the financial statements. ### 59 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STATEMENT OF CHANGES IN EQUITY STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 1 MATERIAL ACCOUNTING POLICY INFORMATION Returns on any share or debt security for a fixed amount (whether in respect of dividends, interest GENERAL INFORMATION or otherwise) should be shown in the revenue column of the income statement. These financial statements relate to ICG Enterprise Trust plc (‘the Company’). ICG Enterprise Trust plc is The Board should determine whether the indirect costs of generating capital gains should also be shown in registered in England and Wales and is incorporated in the United Kingdom. The Company is domiciled in the capital column of the income statement. If the Board decides that this should be so, the management fee the United Kingdom and its registered office is Procession House, 55 Ludgate Hill, London EC4M 7JW. should be allocated between revenue and capital in accordance with the Board’s expected long-term split of The Company’s objective is to provide long-term growth by investing in private companies managed by returns, and other expenses should be charged to capital only to the extent that a clear connection with the leading private equity managers. maintenance or enhancement of the value of investments can be demonstrated. (A) BASIS OF PREPARATION The accounting policy regarding the allocation of expenses is set out in Note 1(j). The financial information for the year ended 31 January 2026 has been prepared in accordance with In accordance with IFRS 10 (amended), the Company is deemed to be an investment entity on the basis that: 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. (a) it obtains funds from one or more investors for the purpose of providing investors with investment management services; UK-IAS comprise standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee. (b) it commits to its investors that its business purpose is to invest funds for both returns from capital appreciation and investment income; and 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 (c) it measures and evaluates the performance of substantially all of its investments on a fair value basis. that the preparation of the financial statements on a going concern basis continues to be appropriate. As a result, the Company’s controlled structured entities (‘subsidiaries’) are deemed to be investments GOING CONCERN and are classified as held at fair value through profit and loss. In assessing the appropriateness of continuing to adopt the going concern basis of accounting, the Board has NEW AND AMENDED STANDARDS AND INTERPRETATIONS assessed the financial position and prospects of the Company. The Company’s business activities, together The Company adopts new standards, if applicable, when they become effective. There are no new standards with factors likely to affect its future development, performance, position and cash flows, are set out in the that are expected to have a material impact on the Company. IFRS 18 Presentation and Disclosure in Chair’s statement on page 4, and the Manager’s review on page 14. Financial Statements is not expected to have a material impact on the results or net assets of the Company; As part of this review, the Board assessed the potential impact of principal risks on the Company’s business the impact on the presentation of the financial statements is still being assessed. 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. (B) FINANCIAL ASSETS The Company classifies its financial assets in the following categories: at fair value through profit or loss; Based on this assessment, the Board expects that the Company will be able to continue in operation and and at amortised cost. The classification depends on the purpose for which the financial assets were acquired. meet its liabilities as they fall due until, at least, 31 May 2027, a period of more than 12 months from the The classification of financial assets is determined at initial recognition. 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. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS CLIMATE CHANGE 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 In preparing the financial statements, the directors have considered the impact of climate change, accounting policy are disclosed in Note 1(c). 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. FINANCIAL ASSETS AT AMORTISED COST Financial assets at amortised cost are non-derivative financial assets which pass the contractual cash flow These considerations did not have a material impact on the financial reporting judgements and estimates test and are held to receive contractual cash flows. These are classified as current assets and measured at in the current year, nor were they expected to have a significant impact on the Company’s going concern amortised cost using the effective interest rate method. The Company’s financial assets at amortised cost or viability. comprise cash and cash equivalents and trade and other receivables in the balance sheet. 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. ### 60 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 1 MATERIAL ACCOUNTING POLICY INFORMATION CONTINUED (D) PREPAYMENTS AND RECEIVABLES (C) INVESTMENTS Receivables include unamortised fees which were incurred directly in relation to the agreement of a financing Investments comprise fund investments and portfolio company investments held by the Company directly, facility. These fees will be amortised over the life of the facility on a straight-line basis. 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. (E) BORROWINGS Borrowing drawdowns are recognised initially at cost being the fair value of the amounts received upon All investments are classified upon initial recognition as held at fair value through profit or loss (described in utilisation. They are subsequently stated at amortised cost. 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 (F) PAYABLES standard valuation guidelines such as the International Private Equity and Venture Capital (‘IPEV’) valuation Other payables are non-interest bearing and are stated at their amortised cost, which is not materially guidelines. Changes in the value of all investments held at fair value, which include returns on those different from fair value. 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 (G) CASH AND CASH EQUIVALENTS categories of investment is set out below. Given that the subsidiaries and associates are held at fair value and Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three are exposed to materially similar risks as the Company, we do not expect the risks to materially differ from months or less. those disclosed in Note 17. (H) DIVIDEND DISTRIBUTIONS UNQUOTED INVESTMENTS Dividend distributions to shareholders are recognised in the period in which they are paid. Fund investments and Co-investments (collectively ‘unquoted investments’) are fair valued using the net asset value of those unquoted investments as determined by the investment manager of those funds. The (I) INCOME investment manager performs periodic valuations of the underlying investments in their funds, typically using When it is probable that economic benefits will flow to the Company and the amount can be measured earnings multiple or discounted cash flow methodologies to determine enterprise value in line with IPEV reliably, interest is recognised on a time apportionment basis. guidelines. In the absence of contrary information, these net asset valuations received from the investment Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends managers are deemed to be appropriate by the Manager, for the purposes of the Manager’s determination receivable on equity shares where no ex-dividend date is applicable are brought into account when the of the fair values of the unquoted investments. A robust assessment is performed by the Manager’s Company’s right to receive payment is established. 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 UK dividend income is recorded at the amount receivable. Overseas dividend income is shown net of withholding before any new investment manager is approved and an investment made. This level of scrutiny provides tax. Income distributions from funds are recognised when the right to distributions is established. reasonable comfort that the investment manager’s valuation will be consistent with the requirement to use fair value. (J) EXPENSES All expenses are accounted for on an accruals basis. Expenses are allocated to the revenue column in the Adjustments may be made to the net asset values provided or an alternative valuation method may be income statement, consistent with the SORP, with the following exceptions: 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 • Expenses which are incidental to the acquisition or disposal of investments (transaction costs) are allocated and the reporting date, for example, subsequent cash flows or notification of an agreed sale. to the capital column. SUBSIDIARY UNDERTAKINGS • 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 The investments in the controlled structured entities (‘subsidiaries’) are recognised at fair value through Company’s current and future return profile. Other expenses are allocated to the capital column where a profit and loss. clear connection with the maintenance or enhancement of the value of investments can be demonstrated. The valuation of the subsidiaries takes into account an accrual for the estimated value of interests in • All expenses allocated to the capital column are treated as realised capital losses (see Note 1(m). 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 (K) TAXATION Capital Management LLP (the ‘Former Manager’) (together ‘the Co-investors’), are required to co-invest Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not alongside the Company, for which they are entitled to a share of investment profits if certain performance liable for taxation on capital gains. hurdles are met. These arrangements are discussed further in the Report of the Directors on page 43. At 31 January 2026, the accrual was estimated as the theoretical value of the interests if the Portfolio Tax recognised in the income statement represents the sum of current tax and deferred tax charged or had been sold at the carrying value at that date. 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. 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. ### 61 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **1 MATERIAL ACCOUNTING POLICY INFORMATION CONTINUED** 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 basis 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. # **(L) 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. # **(M) 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 1b). 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. # **(N) TREASURY SHARES** Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled. # **(O) 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 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. # **(P) 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 2020 £'000 | Year ended 31 January 2021 £'000 | | --- | --- | --- | | **Income from investments** | | | | Interest and dividends from investments | 2,306 | 1,060 | | | 2,306 | 1,060 | | Deposit interest on cash | 196 | 48 | | Other | 63 | 5 | | | 259 | 52 | | **Total income** | **2,565** | **1,113** | | **Analysis of income from investments** | | | | Unquoted | 2,306 | 1,060 | | | 2,306 | 1,060 | # **3 INVESTMENT MANAGEMENT CHARGES** From 1 February 2023 the management fee has been subject to a cap of 1.25% of net asset value. See page 43 for more details. Management fees paid to ICG for managing ICG Enterprise Trust amounted to 1.25% (2025: 1.25%) of the average net assets in the year. The amounts charged during the year are set out below. | | Year ended 31 January 2020 | | | Year ended 31 January 2021 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Investment management charge | 1,606 | 14,457 | 16,063 | 1,617 | 14,558 | 16,171 | ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2024 62 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 3 INVESTMENT MANAGEMENT CHARGES CONTINUED Included within Total other expenses above are £9.8m (2025: £9.4m) of costs related to financing and £0.5m The Company and its subsidiaries also incur management fees in respect of its investment in funds managed (2025: £0.2m credit) of other expenses which are non-recurring and are excluded from the Ongoing Charges | by members of ICG on an arms-length basis. | | | as detailed in the Glossary on page 77. | | --- | --- | --- | --- | | | | Year ended Year ended | Professional fees of £0.2m (2025: £0.2m) incidental to the acquisition or disposal of investments are included | | | 31 January 2026 31 January 2025 | | within gains/(losses) on investments held at fair value. | £’000 £’000 5 DIRECTORS’ REMUNERATION AND INTERESTS ICG Europe VIII 521 434 The fees paid by the Company to the directors and the directors’ interests in the share capital of the ICG Strategic Equity V 475 353 Company are shown in the Directors’ Remuneration Report on page 45. No income was received or ICG Strategic Equity III 227 238 receivable by the directors from any other subsidiary of the Company. ICG Europe VII 217 238 6 TAXATION ICG LP Secondaries Fund I LP 354 325 In both the current and prior years the tax charge was lower than the standard rate of corporation tax of 25%, ICG Europe Mid-Market 427 87 principally due to the Company’s status as an investment trust, which means that capital gains are not subject ICG Strategic Equity IV 312 340 to corporation tax. The effect of this and other items affecting the tax charge are shown in Note 6(b) below: ICG Europe Mid-Market II 422 95 Year ended Year ended ICG Augusta Partners Co-Investor II 76 89 31 January 2026 31 January 2025 ICG North American Private Debt II 34 68 £’000 £’000 ICG Strategic Secondaries II 17 36 a) Analysis of charge in the year ICG Europe VI 20 23 Tax credit on items allocated to revenue — — ICG Asia Pacific III 13 15 Tax charge on items relating to prior years — — ICG Recovery Fund 2008B — 3 Corporation tax — — ICG Europe V — 2 b) Factors affecting tax charge for the year 3,115 2,346 Profit on ordinary activities before tax (8,429) 107,510 Profit before tax multiplied by rate of corporation tax in the UK of 25% (2025: 25%) (2,108) 26,790 4 OTHER EXPENSES The Company did not employ any staff in the year to 31 January 2026 (2025: none). Expenses are presented Effect of: inclusive of irrecoverable VAT at a rate of 20%, where applicable. – net investment returns not subject to corporation tax (4,279) (33,357) – dividends not subject to corporation tax (363) (52) Year ended Year ended – expenses not deductible for tax purposes 1,588 1,353 31 January 2026 31 January 2025 – taxable allocation of income and expenses from partnerships 138 489 £’000 £’000 £’000 £’000 – current year management expenses not utilised/(utilised) 5,024 4,777 Directors’ fees (see Note 5) 351 340 Total tax charge — — Fees payable to the Company’s auditor for the audit of the 1 373 170 Company’s annual accounts The Company has £89.5m excess management expenses carried forward (2025: £70.0m). No deferred tax Fees payable to the Company’s auditor and its associates for other services: assets or liabilities (2025: nil) have been recognised in respect of the carried forward management expenses - Audit of the accounts of the subsidiaries 135 108 due to the uncertainty that future taxable profit will be generated that these losses can be offset against. 2 - Audit-related assurance services 69 71 For all investments the tax base is equal to the carrying amount. There was no deferred tax expense relating Total auditors’ remuneration 577 349 to the origination and reversal of timing differences in the year (2025: nil). Administrative expenses 1,343 811 2,271 1,500 Bank facility costs allocated to revenue 289 277 Interest costs allocated to revenue 638 661 Expenses allocated to revenue 3,198 2,438 Bank facility costs allocated to capital 8,850 8,417 Total other expenses 12,048 10,855 1 The auditors’ remuneration for the year ended 31 January 2026 includes an under-accrual of £176k from the prior year. 2 The auditors have additionally provided £16k (2025: £16k) 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. ### 63 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 7 EARNINGS PER SHARE 9 SUBSIDIARY UNDERTAKINGS AND UNCONSOLIDATED STRUCTURED ENTITIES Year ended Year ended SUBSIDIARY UNDERTAKINGS (CONTROLLED STRUCTURED ENTITIES) 31 January 31 January Subsidiaries of the Company as at 31 January 2026 comprise the following controlled structured entities, 2026 2025 which are registered in England and Wales. ICG Lewis (Delaware) LLC is registered in Delaware, USA. Revenue return per ordinary share (3.55p) (4.49p) Subsidiaries of the Company’s direct subsidiaries are reported as indirect subsidiaries. Capital return per ordinary share (9.80p) 168.38p Ownership Ownership Earnings per ordinary share (basic and diluted) (13.35p) 163.95p Direct subsidiaries interest 2026 interest 2025 ICG Enterprise Trust Limited Partnership —% 97.5% Revenue return per ordinary share is calculated by dividing the revenue return attributable to equity ICG Enterprise Trust (2) Limited Partnership 97.5% 97.5% shareholders of £(2.2)m (2025: £(2.9)m) by the weighted average number of ordinary shares ICG Enterprise Trust Co-investment Limited Partnership 99.0% 99.0% outstanding during the year. Capital return per ordinary share is calculated by dividing the capital return attributable to equity Ownership Ownership Indirect subsidiaries interest 2026 interest 2025 shareholders of £(6.2)m (2025: £110.4m) by the weighted average number of ordinary shares outstanding during the year. ET Holdings LP 99.5% 99.5% ICG Morse Partnership LP 99.5% 99.5% Basic and diluted earnings per ordinary share are calculated by dividing the earnings attributable to ICG Lewis Partnership LP 99.5% 99.5% equity shareholders of £(8.4)m (2025: £107.5m) by the weighted average number of ordinary shares ICG Lewis (Delaware) LLC 99.5% —% outstanding during the year. The weighted average number of ordinary shares outstanding (excluding those held in treasury) during The ICG Enterprise Trust Limited Partnership was dissolved on 31 July 2025. ICG Lewis (Delaware) LLC the year was 63,153,044 (2025: 65,569,285). There were no potentially dilutive shares, such as was formed on 31 December 2025. options or warrants, in either year. In accordance with IFRS 10 (amended), the subsidiaries are not consolidated and are instead included in unquoted investments at fair value. 8 DIVIDENDS Year ended Year ended The fair value of the investment in subsidiaries includes an accrual for the interests of the Co-investors (ICG 31 January 31 January and certain of its executives and in respect of certain historical investments, the executives and connected 2026 2025 parties of Graphite Capital, the Former Manager) in the Co-investment Incentive Scheme. As at 31 January £’000 £’000 2026, a total of £44.4m (2025: £53.9m) was accrued in respect of these interests. During the year the Third quarterly dividend in respect of year ended 31 January 2025: 8.5p per share (2024: 8.0p) 5,460 5,345 Co-investors invested £0.7m (2025: £1.0m) into ICG Enterprise Trust Co-investment Limited Partnership. Final dividend in respect of year ended 31 January 2025: 10.5p per share (2024: 9.0p) 6,625 5,894 Payments received by the Co-investors amounted to £11.9m or 3.1% of £382.3m of Total Proceeds received First quarterly dividend in respect of year ended 31 January 2026: 9.0p per share (2025: 8.5p) 5,669 5,557 in the year (2025: £10.8m or 7.1% of £150.8m Total Proceeds received). See the Report of the Directors on Second quarterly dividend in respect of year ended 31 January 2026: 9.0p per share (2025: 8.5p) 5,650 5,512 page 43 for further details of the operation of the scheme. Total 23,404 22,308 UNCONSOLIDATED STRUCTURED ENTITIES The Company’s principal activity is investing in private equity funds and directly into private companies. The Company paid a third quarterly dividend of 9.0p per share in February 2026. The Board has Such investments may be made and held via a subsidiary. The majority of these investments are proposed a final dividend of 12.0p per share (estimated cost £7.5m) in respect of the year ended unconsolidated structured entities as defined in IFRS 12. 31 January 2026 which, if approved by shareholders, will be paid on 17 July 2026 to shareholders on the Register of Members at the close of business on 3 July 2026. 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 2026 1,353,292 (44,392) 1,308,900 As at 31 January 2025 1,523,459 (53,910) 1,469,549 Further details of the Company’s investment Portfolio are included in the Other Information section on page 73. ### 64 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 10 INVESTMENTS 31 January 31 January The tables below analyse the movement in the carrying value of the Company’s investments in the year. 2026 2025 In accordance with accounting standards, subsidiary undertakings of the Company are reported at fair value £’000 £’000 rather than on a ‘look-through’ basis. Realised (losses)/gains based on carrying values at previous balance sheet date (1,365) 1,530 Increase in unrealised appreciation 15,825 132,184 An investee fund is considered to generate realised gains or losses if it is more than 85% drawn and has Gains on investments 14,460 133,714 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 Gains on investments includes the ‘Realised loss based on carrying values at previous balance sheet date’, that have not satisfied the above criteria are presented as unrealised. which meet the criteria set out on this page, together with the net fair value movement on the balance of Direct Investments are considered to generate realised gains or losses when they are sold. the investee funds. Investments are held by both the Company and through its subsidiaries. RELATED UNDERTAKINGS Subsidiary At 31 January 2026, the Company held direct and indirect interests in five limited partnership and one limited Quoted Unquoted undertakings Total liability company subsidiaries. These interests, net of the incentive accrual as described in Note 9, were: £’000 £’000 £’000 £’000 | Cost at 1 February 2025 — 193,458 325,637 519,095 | | 31 January | | | 31 January | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2026 | | | 2025 | | | Unrealised appreciation at 1 February 2025 — 111,771 838,683 950,454 | Investment | | | % | | | % | | Valuation at 1 February 2025 — 305,229 1,164,320 1,469,549 | ICG Enterprise Trust Limited Partnership —% 99.9% | | | | | | | | Movements in the year: | ICG Enterprise Trust (2) Limited Partnership 66.5% 66.5% | | | | | | | | Purchases — 50,606 154,590 205,196 | ICG Enterprise Trust Co-investment Limited Partnership 66.0% 66.0% | | | | | | | | Sales | ICG Enterprise Holdings LP 99.5% 99.5% | | | | | | | | – capital proceeds — (60,167) (320,138) (380,305) | ICG Morse Partnership LP 99.5% 99.5% | | | | | | | | – realised gains/(losses) based on carrying value at previous | ICG Lewis (Delaware) LLC 99.5% —% | | | | | | | — (1,365) — (1,365) balance sheet date ICG Lewis Partnership LP 99.5% 99.5% Movement in unrealised appreciation — 20,636 (4,811) 15,825 Valuation at 31 January 2026 — 314,939 993,961 1,308,900 The registered address of the limited liability company is The Corporation Trust Company, Corporation Cost at 31 January 2026 — 183,897 160,089 343,986 Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The registered address and principal place of business of all other subsidiary partnerships is Procession House, 55 Ludgate Hill, London EC4M 7JW. Unrealised appreciation at 31 January 2026 — 131,042 833,872 964,914 Valuation at 31 January 2026 — 314,939 993,961 1,308,900 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. Subsidiary Quoted Unquoted undertakings Total As at 31 January 2026 £’000 £’000 £’000 £’000 Investment Instrument % interest 1 Cost at 1 February 2024 — 179,528 300,114 479,642 2 Graphite Capital Partners VII Top Up Plus Limited partnership interests 20.0% Unrealised appreciation at 1 February 2024 — 80,768 735,972 816,740 Graphite Capital Partners VIII Top Up Limited partnership interests 41.1% Valuation at 1 February 2024 — 260,296 1,036,086 1,296,382 3 ICG Velocity Limited partnership interests 42.9% Movements in the year: Purchases — 34,144 151,292 185,436 As at 31 January 2025 Sales 1 Investment Instrument % interest – capital proceeds — (20,214) (125,769) (145,983) 2 Graphite Capital Partners VII Top Up Plus Limited partnership interests 20.0% – realised gains based on carrying value at previous balance — 1,530 — 1,530 Graphite Capital Partners VIII Top Up Limited partnership interests 41.1% sheet date 3 ICG Velocity Limited partnership interests 32.5% Movement in unrealised appreciation — 29,473 102,711 132,184 1 The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage Valuation at 31 January 2025 — 305,229 1,164,320 1,469,549 shown for shares represents the proportion of total shares in issue. Cost at 31 January 2025 — 193,458 325,637 519,095 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. Unrealised appreciation at 31 January 2025 — 111,771 838,683 950,454 Valuation at 31 January 2025 — 305,229 1,164,320 1,469,549 ### 65 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | 11 CASH AND CASH EQUIVALENTS | | | | | 15 NET ASSET VALUE PER SHARE | | --- | --- | --- | --- | --- | --- | | | 31 January | | 31 January | | The net asset value per share is calculated on equity attributable to equity holders of £1,272.6m (2025: | | | | 2026 | | 2025 | | £1,332.4m) and on 62,239,470 (2025: 64,272,192) ordinary shares in issue at the year end. There were £’000 £’000 no potentially dilutive shares, such as options or warrants, at either year end. Calculated on both the basic Cash at bank and in hand 33,837 3,927 and diluted basis, the net asset value per share was 2,044.6p (2025: 2,072.9p). 16 CAPITAL COMMITMENTS AND CONTINGENCIES 12 PREPAYMENTS AND RECEIVABLES The Company and its subsidiaries had uncalled commitments in relation to the following Portfolio investments: | 31 January | | 31 January | | | | | --- | --- | --- | --- | --- | --- | | | 2026 | | 2025 | | | | | | | | 31 January | 31 January | £’000 £’000 2026 2025 £'000 £'000 Prepayments and accrued income 1,486 2,018 ICG LP Secondaries Fund II (Feeder) SCSp 65,758 — As at 31 January 2026, prepayments and accrued income included £1.1m (2025: £2.0m) of unamortised ICG LP Secondaries Fund I LP 28,378 41,146 costs in relation to the bank facility. Of this amount £0.8m (2025: £0.8m) is expected to be amortised in ICG Strategic Equity V 26,866 36,868 less than one year. ICG Europe IX 21,447 — 1 ICG Europe Mid-Market Fund II 17,543 19,245 13 PAYABLES – CURRENT ICG Augusta Partners Co-Investor 15,822 17,775 | 31 January | | 31 January | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2026 | | 2025 | ICG Strategic Secondaries Fund II 15,340 16,938 | | | | | £’000 £’000 | | | | 1 | | | | | | | ICG Ludgate Hill (Feeder B) SCSp | | 14,081 13,591 | 1 Accruals 5,081 11,171 ICG Europe VIII 11,224 14,339 ICG Strategic Equity Fund III 10,166 11,201 Credit facility drawn 66,570 131,931 1 ICG Europe VII 5,907 6,082 71,651 143,102 ICG Strategic Equity IV 5,618 7,055 ICG Ludgate Hill (Feeder) IIIA Porsche SCSp 5,154 5,691 Bank facility details are shown in the Liquidity risk section of Note 17 on page 68. 1 | | | | ICG Europe Mid-Market Fund | | 4,966 5,524 | | --- | --- | --- | --- | --- | --- | | 14 SHARE CAPITAL | | | ICG Ludgate Hill (Feeder) II Boston SCSp 4,883 5,392 | | | | | Authorised Issued and fully paid | | ICG Ludgate Hill (Feeder) Domino SCSp 3,952 — | | | | | | Nominal Nominal | | 1 | | | | | | ICG Europe VI | | 4,157 4,013 | Equity share capital Number £’000 Number £’000 ICG Asia Pacific Fund III 2,242 2,523 Balance at 31 January 2026 120,000,000 12,000 63,554,192 6,355 ICG Midsummer 1,862 — Balance at 31 January 2025 120,000,000 12,000 72,913,000 7,292 ICG North American Private Debt Fund II 1,804 2,097 1 ICG Colombe Co-investment 1,876 1,811 All ordinary shares have a nominal value of 10.0p. At 31 January 2026, 63,554,192 (2025: 72,913,000) Commitments of less than £1,000,000 at 31 January 2026 6,263 15,347 shares had been allocated, called up and fully paid. During the year, 2,032,722 shares were bought back Total ICG 275,308 226,638 in the market and held in treasury (2025: 2,932,675 shares). On 30 April 2025, the Company cancelled 2 Graphite Capital Partners VIII 4,124 4,124 9,358,808 10p ordinary shares that were held in treasury. Following the cancellation, the Company had Graphite Capital Partners IX 942 2,281 63,554,192 ordinary shares in issue. At 31 January 2026, the Company held 1,314,722 shares in treasury 2 Graphite Capital Partners VII 456 456 (2025: 8,640,808) and had 62,239,470 (2025: 64,272,192) shares outstanding, all of which have equal Total Graphite funds 5,522 6,861 voting rights. 1 Includes interest acquired through a secondary fund purchase. 31 January 31 January 2 Includes the associated Top Up funds. 2026 2025 Shares held in treasury 1,314,722 8,640,808 Shares not held in treasury 62,239,470 64,272,192 Total 63,554,192 72,913,000 ### 66 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 16 CAPITAL COMMITMENTS AND CONTINGENCIES CONTINUED As at 31 January 2026, the Company (excluding its subsidiaries) had uncalled commitments in relation 31 January 31 January to the above Portfolio of £174.4m (2025: £114.3m). The Company did not have any contingent liabilities 2026 2025 at 31 January 2026 (2025: none). | | | £’000 | £’000 | | | --- | --- | --- | --- | --- | | Advent International GPE XI-D Scsp 17,324 — | | | | The Company’s subsidiaries, which are not consolidated, had the balance of uncalled commitments in relation | | Green Equity Investors (Lux) X, S.C.Sp. | 14,613 — | | | to the above Portfolio of £460.9m (2025: £438.9m). The Company is responsible for financing its pro-rata | | Thomas H Lee Equity Fund X | 14,613 — | | | share of those uncalled commitments (see Note 9). | | Hg Saturn 4 B L.P | 14,576 — | | | | | Leeds VIII-A | 12,886 16,135 | | | 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | | PAI VIII | 12,430 12,356 | | | The Company is an investment company as defined by Section 833 of the Companies Act 2006 and conducts | | Integrum II | 11,735 — | | | its affairs so as to qualify as an investment trust under the provisions of Section 1158 of the Corporation Tax | | GHO Capital IV EUR LP | 11,264 — | | | Act 2010 (‘Section 1158’). The Company’s objective is to provide long-term growth by investing in private | | New Mountain Strategic Equity Fund II, L.P. | 10,960 — | | | companies managed by leading private equity managers. | | Bowmark VII | 10,890 15,000 | | | | Investments in funds have anticipated lives of approximately 10 years. Direct Investments are made with Thoma Bravo XVI-A 9,926 12,101 an anticipated holding period of between three and five years. Cinven VIII 9,550 11,748 New Mountain VII 9,436 14,299 FINANCIAL RISK MANAGEMENT CVC IX A 9,240 10,546 8,662 — The Company’s activities expose it to a variety of financial risks: market risk (comprising currency risk, Hg Genesis 11 B L.P 8,261 12,009 interest rate risk and price risk), investment risk, credit risk and liquidity risk. The Company’s overall risk Investindustrial VIII 7,504 9,939 management programme focuses on the unpredictability of financial markets and seeks to minimise potential Bain VI 7,343 8,908 adverse effects on the Company’s financial performance. The Board has overall responsibility for managing CDR XII Hellman Friedman XI (Parallel) 7,306 8,067 the risks and the framework for monitoring and co-ordinating these risks. The Audit Committee regularly Advent International X-A 6,517 8,039 reviews, identifies and evaluates the risks taken by the Company to allow them to be appropriately managed. Genstar Capital Partners XI (EU) 6,302 7,455 All of the Company’s management functions are delegated to the Manager which has its own internal control Apax XI EUR 6,248 6,860 and risk monitoring arrangements. The Committee makes a regular assessment of these arrangements, with Bregal Unternehmerkapital IV-A 6,247 7,762 reference to the Company’s risk matrix. The Company’s financial risk management objectives and processes | The Resolute Fund VI | 5,646 8,577 | used to manage these risks have not changed from the previous period and the policies are set out below: | | --- | --- | --- | | Permira VIII | 5,409 7,618 | | | Green Equity Investors Side IX | 5,000 7,618 | MARKET RISK | | Investindustrial VII | 4,143 4,895 | (I) CURRENCY RISK | | Bowmark VI | 3,975 3,357 | The Company’s investments are principally in continental Europe, the US and the UK, and are primarily | | Oak Hill VI (Offshore) | 3,884 5,034 | denominated in euro, US dollars and sterling. There are also smaller amounts in other European currencies. | | American Securities IX | 3,653 4,034 | The Company’s investments in controlled structured entities are reported in sterling. The Company is | | Trident X Parallel Fund, L.P | 3,653 — | exposed to currency risk in that movements in the value of sterling against these foreign currencies will affect | | TH Lee IX | 3,271 3,998 | | the net asset value and the cash required to fund undrawn commitments. The Board regularly reviews the Audax Private Equity VII-B 3,180 4,546 level of foreign currency denominated assets and outstanding commitments in the context of current market BC XI 3,166 3,710 conditions and may decide to buy or sell currency or put in place currency hedging arrangements. No hedging Five Arrows III 3,151 1,823 arrangements were in place during the financial year. | CVC VII | 3,140 2,944 | | | --- | --- | --- | | Ivanti | 2,698 2,979 | | | Valeas Capital Partners I A | 2,526 2,973 | | | Charlesbank X | 2,406 1,685 | | | Hg Genesis X | 2,324 3,326 | | | Audiotonix | 2,243 2,243 | | | BSI Software | 2,016 1,265 | | | Commitments of less than £2,000,000 at 31 January 2026 | 55,192 | 85,838 | Total third party 354,509 319,687 Total commitments 635,339 553,186 The Company and its subsidiaries had no other unfunded commitments to investment funds. Commitments made by the Company and its subsidiaries are irrevocable. ### 67 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED 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 2026 | | | | | | | Investments | 1,026,902 | 85,458 | 196,546 | (6) | 1,308,900 | | Cash and cash equivalents and other net current assets (if at all fixed) | (44,933) | 6,233 | 2,369 | 3 | (36,328) | | | 981,969 | 91,691 | 198,915 | (3) | 1,272,572 | | | Sterling £'000 | Euro £'000 | USD £'000 | Other £'000 | Total £'000 | | --- | --- | --- | --- | --- | --- | | 31 January 2025 | | | | | | | Investments | 1,201,166 | 85,755 | 186,623 | 5 | 1,469,549 | | Cash and cash equivalents and other net current assets (if at all fixed) | (139,168) | 1,385 | 618 | 8 | (137,157) | | | 1,061,998 | 83,140 | 187,241 | 13 | 1,332,392 | 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 £117.4m and a rise of £114.9m in the value of shareholders' equity and on profit after tax at 31 January 2026 respectively (2025: a fall of £71.3m and a rise of £65.1m based on a 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 £181.5m and a rise of £178.4m in the value of shareholders' equity and on profit after tax at 31 January 2026 respectively (2025: a fall of £158m and a rise of £152.1m based on a 25% movement). The percentages applied are based on market volatility in exchange rates observed in prior periods. # (8) 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. # (9) 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 2026 | | 31 January 2025 | | | --- | --- | --- | --- | --- | | | Increase in variable £'000 | Decrease in variable £'000 | Increase in variable £'000 | Decrease in variable £'000 | | 30% (2025: 30%) movement in the price of investments | | | | | | Impact on profit after tax | 372,686 | (382,564) | 423,339 | (370,568) | A reasonably possible percentage change in relation to the earnings estimates of 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 # (1) 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. # (2) 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. Additionally, the Company is exposed to credit risk through its investments in unquoted companies and the Company's subsidiaries (refer to Note 10). Cash is held on deposit with Royal Bank of Scotland ('RBS') and totalled £33.8m (2025: £3.9m). 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 2026 (2025: 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 ill-liquid, unquoted companies. Those 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 35 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. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 68 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED The following table presents the assets that are measured at fair value at 31 January 2026 and 31 January 2025: At the year end, the Company had cash and cash equivalents totalling £33.8m and had access to committed bank facilities of £260m maturing in May 2029, which is a multi-currency revolving credit facility provided Level 1 Level 2 Level 3 Total 31 January 2026 £’000 £’000 £’000 £’000 by SMBC and Lloyds. The key terms of the facility are: Investments held at fair value • Upfront cost: 120bps. Unquoted investments – indirect — — 148,108 148,108 • Non-utilisation fees: 115bps per annum. Unquoted investments – direct — — 166,831 166,831 • Margin on drawn amounts: 300bps per annum. Quoted investments – direct — — — — As at 31 January 2026, the Company’s total financial liabilities amounted to £71.7m (2025: £143.1m) Subsidiary undertakings — — 993,961 993,961 of payables which were due in less than one year, which includes accrued balances payable in respect Total investments held at fair value — — 1,308,900 1,308,900 of the credit facility above. Level 1 Level 2 Level 3 Total MOVEMENTS IN FINANCIAL LIABILITIES ARISING FROM FINANCING ACTIVITIES 31 January 2025 £’000 £’000 £’000 £’000 The following table sets out the movements in total liabilities held at amortised cost arising from financing Investments held at fair value activities undertaken during the year. Unquoted investments – indirect — — 150,987 150,987 31 January 31 January Unquoted investments – direct — — 154,242 154,242 2026 2025 Quoted investments – direct — — — — £’000 £’000 Subsidiary undertakings — — 1,164,320 1,164,320 At 1 February 134,775 22,062 Total investments held at fair value — — 1,469,549 1,469,549 Proceeds from borrowings 126,608 139,762 Repayment of long-term borrowings (196,875) (27,831) All investments are valued at fair value in accordance with IFRS 13. The Company has no quoted investments as at 31January 2026 (2025: nil); quoted investments held by subsidiary undertakings are reported within Level 3. Foreign exchange and other movements 2,061 782 At 31 January 66,569 134,775 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 CAPITAL RISK MANAGEMENT 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. 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 £32.7m (2025: £128.0m). The following tables present the changes in Level 3 instruments for the year to 31 January 2026 and 31 January 2025. The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, Unquoted investments Unquoted investments to issue and buy back shares and it also determines dividend payments. The Company complied with its (indirect) at fair value (direct) at fair value Subsidiary through profit or loss through profit or loss undertakings Total externally imposed capital requirements with respect to the obligation and ability to pay dividends by Section 31 January 2026 £’000 £’000 £’000 £’000 1159 of the Corporation Tax Act 2010 and by the Companies Act 2006, respectively. Total equity at Opening balances 153,045 152,184 1,164,320 1,469,549 31January 2026, the composition of which is shown on the balance sheet, was £1,272.6m (2025: £1,332.4m). Additions 21,171 29,435 154,590 205,196 Disposals (33,486) (26,681) (320,138) (380,305) FAIR VALUES ESTIMATION Gains and losses recognised in profit or loss 16,190 3,081 (4,811) 14,460 IFRS 13 requires disclosure of fair value measurements of financial instruments categorised according | to the following fair value measurement hierarchy: | Closing balance 156,920 158,019 993,961 1,308,900 | | | | | --- | --- | --- | --- | --- | | • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). | | Unquoted investments | Unquoted investments | | | | | (indirect) at fair value | (direct) at fair value | Subsidiary | • Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, through profit or loss through profit or loss undertakings Total either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). 31 January 2025 £’000 £’000 £’000 £’000 • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) Opening balances 136,473 123,823 1,036,086 1,296,382 (Level 3). Additions 18,124 16,020 151,292 185,436 The valuation techniques applied to Level 3 assets are described in Note 1(c) of the financial statements. Disposals (16,076) (4,138) (125,769) (145,983) No investments were categorised as Level 1 or Level 2. 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 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 additions figure includes amounts of £11.1m (2025: £8.9m) from the parent to subsidiary which relate to incentive payments that are included in the ‘Cash flow to subsidiaries’ investments line in the cash flow The sensitivity of the Company’s investments to a change in value is discussed on page 68. statement. The gains and losses recognised in profit or loss in the note do not align directly with the income statement due to difference in classification and disclosure requirements. ### 69 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 18 RELATED PARTY TRANSACTIONS For the purpose of IAS 24 Related Party Disclosures, key management personnel comprised the Board of Significant transactions between the Company and its subsidiaries are shown below: Directors as disclosed on page 39. Details of remuneration are disclosed below and in further detail in the Directors’ Remuneration Report on page 45. | | | Year ended | | Year ended | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 31 January | | 31 January | | | | | | | | | | | | | | | | | Remuneration in the year (audited) | | Fees Expenses Total | | | | | | | | | | 2026 | | 2025 | | | | | | | | | | Subsidiary Nature of transaction | | | £’000 | | £’000 | | 2026 | | 2025 | 2026 | 2025 | 2026 | 2025 | | ICG Enterprise Trust Limited Partnership | Increase in amounts owed to subsidiaries 492 — | | | | | Name | £’000 | | £’000 | £’000 | £’000 | £’000 | £’000 | | | Decrease in amounts owed to subsidiaries — (8,689) | | | | | Jane Tufnell 76 74 — — 76 74 | | | | | | | | | | Income allocated — — | | | | | Alastair Bruce 62 60 — — 62 60 | | | | | | | | | ICG Enterprise Trust (2) Limited Partnership | Increase in amounts owed to subsidiaries 4,714 — | | | | | David Warnock 61 59 — — 61 59 | | | | | | | | 1 | | Decrease in amounts owed to subsidiaries — (2,956) | Gerhard Fusenig | 50 48 2 3 52 51 | | --- | --- | --- | --- | | | Income allocated 52 (169) | Adiba Ighodaro 50 48 — — 50 48 | | | ICG Enterprise Trust Co-Investment LP | Increase in amounts owed by subsidiaries — 33,229 | Janine Nicholls 50 48 — — 50 48 | | | | Decrease in amounts owed to subsidiaries (59,839) — | Total 349 337 2 3 351 340 | | Income allocated 2,444 2,127 1 Gerhard Fusenig is resident in Switzerland and the Company has agreed to pay for his costs of travel to London (including appropriate ICG Enterprise Holdings LP Increase in amounts owed by subsidiaries — — accommodation) to attend meetings of the Board. Decrease in amounts owed to subsidiaries — — Amounts owed by/to subsidiaries represent the Company’s loan account balances with those entities, to Income allocated 3,410 4,224 which the Company’s share of drawdowns and distributions in respect of those entities are credited and ICG Morse Partnership LP Increase in amounts owed by subsidiaries — — debited respectively. Decrease in amounts owed to subsidiaries — — Amount owed by subsidiaries Amount owed to subsidiaries Income allocated — — | | | | 31 January 2026 | | 31 January 2025 | | 31 January 2026 | | 31 January 2025 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | ICG Lewis Partnership LP | Increase in amounts owed by subsidiaries 446 687 | | | | | | | | | | | | | Subsidiary | | £’000 | | £’000 | | £’000 | | £’000 | Decrease in amounts owed to subsidiaries — — ICG Enterprise Trust Limited Partnership — — — (492) Income allocated — — ICG Enterprise Trust (2) Limited Partnership — — 36,085 31,372 ICG Lewis (Delaware) LLC Increase in amounts owed by subsidiaries — — ICG Enterprise Trust Co-Investment LP 213,716 273,555 — — Decrease in amounts owed to subsidiaries — — ICG Enterprise Holdings LP — — — — Income allocated — — ICG Morse Partnership LP — — — — ICG Lewis Partnership LP 9,015 8,569 — — ICG Enterprise Trust Limited Partnership transferred its remaining assets to ICG Enterprise Trust plc during ICG Lewis (Delaware) LLC — — — — the year ended 31 January 2025. The Partnership was dissolved on 31 July 2025 and ceased to be a subsidiary. ### 70 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 18 RELATED PARTY TRANSACTIONS CONTINUED The Company and its subsidiaries’ total shares in funds and co-investments managed by the Company’s Manager are: | | Year ended 31 January 2026 Year ended 31 January 2025 | | | | | | | | | Year ended 31 January 2026 Year ended 31 January 2025 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Remaining | | Fair value | | Remaining | | Fair value | | | Remaining | | Fair value | | Remaining | | Fair value | | | commitment | | investment | | commitment | | investment | | | commitment | | investment | | commitment | | investment | | Fund/Co-investment | | £’000 | | £’000 | | £’000 | | £’000 | Fund/Co-investment | | £’000 | | £’000 | | £’000 | £’000 | | ICG Strategic Equity IV 5,618 34,146 7,055 32,851 | | | | | | | | | ICG Asia Pacific Fund III 2,242 6,985 2,523 8,706 | | | | | | | | | ICG Europe VIII 11,224 32,346 14,339 23,640 | | | | | | | | | ICG Sunrise Co-Investment 77 6,399 75 5,840 | | | | | | | | | ICG Vanadium Co-Investment 255 23,497 246 16,180 | | | | | | | | | ICG Recovery Fund 2008 B1 728 5,758 846 4,954 | | | | | | | | | ICG Strategic Equity Fund III 10,166 21,740 10,727 31,043 | | | | | | | | | ICG Crown Co-Investment 58 4,910 96 5,492 | | | | | | | | | ICG LP Secondaries Fund I LP 28,378 21,061 41,146 12,175 | | | | | | | | | ICG Europe Mid-Market II 17,543 4,163 19,245 1,534 | | | | | | | | | ICG Ludgate Hill (Feeder B) SCSp 14,081 18,409 13,591 23,814 | | | | | | | | | ICG Strategic Secondaries Fund II 15,340 4,016 16,938 4,853 | | | | | | | | | ICG Strategic Equity V 26,866 17,949 36,868 7,101 | | | | | | | | | ICG Holiday Co-Investor I 259 2,944 286 3,748 | | | | | | | | | ICG Ludgate Hill (Feeder) Domino SCSp 3,952 17,364 — — | | | | | | | | | ICG Holiday Co-Investor II 180 2,178 199 2,775 | | | | | | | | | ICG Augusta Partners Co-Investor 15,822 16,189 17,775 20,469 | | | | | | | | | ICG North American Private Debt Fund II 1,804 1,937 2,097 3,061 | | | | | | | | | ICG Midsummer 1,862 14,965 — — | | | | | | | | | ICG Europe VI 4,157 1,130 4,013 2,814 | | | | | | | | | ICG Ludgate Hill (Feeder) III A Porsche SCSp 5,154 14,552 5,691 17,995 | | | | | | | | | ICG Europe IX 21,447 234 — — | | | | | | | | | ICG Colombe Co-investment 1,876 14,404 1,810 13,795 | | | | | | | | | ICG Europe V 561 127 545 757 | | | | | | | | | ICG Cheetah Co-Investment 636 14,379 635 11,123 | | | | | | | | | ICG Diocle Co-Investment 150 65 145 81 | | | | | | | | | ICG Ludgate Hill (Feeder) II Boston SCSp 4,883 13,878 5,392 16,030 | | | | | | | | | ICG Velocity Partners Co-Investor 588 16 650 18 | | | | | | | | | CX VIII Co-Investment 173 13,062 167 9,076 | | | | | | | | | ICG European Fund 2006 B1 497 5 480 15 | | | | | | | | | ICG Match Co-Investment 119 12,904 132 15,253 | | | | | | | | | ICG Cross Border 165 — 182 273 | | | | | | | | | ICG Europe VII 5,907 12,879 6,082 30,721 | | | | | | | | | ICG LP Secondaries Fund II (Feeder) SCSp 65,758 — — — | | | | | | | | | ICG MXV Co-Investment 245 12,690 8,361 32,728 | | | | | | | | | ICG Progress Co-Investment 381 — 421 17,265 | | | | | | | | | ICG Europe Mid-Market Fund 4,966 12,354 5,524 13,494 | | | | | | | | | ICG Trio Co-Investment — — 36 — | | | | | | | | | ICG Newton Co-Investment 393 10,167 393 17,808 | | | | | | | | | ICG Topvita Co-Investment — — 687 — | | | | | | | | | ICG Dallas Co-Investment 797 8,600 1,240 8,172 | | | | | | | | | Total | 275,308 398,401 226,638 415,652 | | | | | | | 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 There have been no material events since the balance sheet date. ### 71 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 NOTES TO THE FINANCIAL STATEMENTS CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## OTHER ## INFORMATION 73 30 largest fund investments 74 Portfolio analysis 76 Glossary 79 Shareholder information 80 Investment policy 81 Additional disclosures required by the Alternative Investment Fund Managers Directive 82 How to invest in ICG Enterprise Trust plc ### 72 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The table below presents the 30 largest fund investments by value at 31 January 2026. 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 ICG STRATEGIC EQUITIES FUND IV | | | | | | | 17 GRAPHITE CAPITAL PARTNERS VIII* | | | | | | | | | GP-led secondary transactions 2021 34.1 5.6 | | | | | | | Mid-market buyouts 2013 14.7 4.1 | | | | | | | 2 ICG EUROPE VIII | | | | | | | 18 TAILWIND CAPITAL PARTNERS III | | | | | | | | | Mezzanine and equity in mid-market buyouts 2021 32.3 11.2 | | | | | | | Mid-market buyouts 2018 14.6 1.1 | | | | | | | 3 ICG STRATEGIC EQUITIES FUND III | | | | | | | 19 ADVENT GLOBAL PRIVATE EQUITY IX | | | | | | | | | GP-led secondary transactions 2018 21.7 10.2 | | | | | | | Large buyouts 2019 14.6 0.5 | | | | | | | 4 CVC EUROPEAN EQUITY PARTNERS VII | | | | | | | 20 CVC CAPITAL PARTNERS VIII | | | | | | | | | Large buyouts 2017 21.3 3.1 | | | | | | | Large buyouts 2020 14.6 0.5 | | | | | | | 5 ICG LP SECONDARIES FUND I LP | | | | | | | 21 ICG LUDGATE HILL III | | | | | | | | | LP-led secondary transactions 2022 21.1 28.4 | | | | | | | Secondary portfolio 2022 14.6 5.2 | | | | | | | 6 GRIDIRON CAPITAL FUND III | | | | | | | 22 GRAPHITE CAPITAL PARTNERS IX | | | | | | | | | Mid-market buyouts 2016 20.1 1.2 | | | | | | | Mid-market buyouts 2018 14.5 0.9 | | | | | | | 7 SEVENTH CINVEN | | | | | | | 23 ICG LUDGATE HILL (FEEDER) II BOSTON SCSP | | | | | | | | | Large buyouts 2019 19.8 1.7 | | | | | | | Secondary portfolio 2022 13.9 4.9 | | | | | | | 8 PAI EUROPE VII | | | | | | | 24 GRIDIRON CAPITAL FUND IV | | | | | | | | | Mid-market and large buyouts 2017 18.5 1.5 | | | | | | | Mid-market buyouts 2019 13.5 0.4 | | | | | | | 9 ICG LUDGATE HILL (FEEDER B) | | | | | | | 25 ADVENT GLOBAL PRIVATE EQUITY X | | | | | | | | | Secondary portfolio 2021 18.4 14.1 | | | | | | | Large buyouts 2022 13.3 6.5 | | | | | | | 10 ICG STRATEGIC EQUITIES FUND V | | | | | | | 26 NEW MOUNTAIN PARTNERS VI | | | | | | | | | GP-led secondary transactions 2023 17.9 26.9 | | | | | | | Mid-market buyouts 2020 13.2 1.6 | | | | | | | 11 OAK HILL V | | | | | | | 27 ICG EUROPE VII | | | | | | | | | Mid-market buyouts 2019 17.6 0.5 | | | | | | | Mezzanine and equity in mid-market buyouts 2018 12.9 5.9 | | | | | | | 12 ICG LUDGATE HILL (FEEDER) DOMINO | | | | | | | 28 THOMAS H LEE EQUITY FUND IX | | | | | | | | | Secondary portfolio 2025 17.4 4.0 | | | | | | | Mid-market and large buyouts 2021 12.8 3.3 | | | | | | | 13 RESOLUTE V | | | | | | | 29 BOWMARK CAPITAL PARTNERS VI | | | | | | | | | Mid-market buyouts 2021 17.1 0.6 | | | | | | | Mid-market buyouts 2018 12.6 4.0 | | | | | | | 14 INVESTINDUSTRIAL VII | | | | | | | 30 ICG EUROPE MID-MARKET FUND | | | | | | | | | Mid-market buyouts 2019 16.3 4.1 | | | | | | | Mezzanine and equity in mid-market buyouts 2019 12.4 5.0 | | | | | | | 15 ICG AUGUSTA PARTNERS CO-INVESTOR** | | | | | | | | Total of the largest 30 fund investments 517.2 174.3 | | | | | | | | Secondary fund restructurings 2018 16.2 15.8 | | | | | | | Percentage of total investment Portfolio 38.2% | | | | | | 16 GRIDIRON CAPITAL FUND V Mid-market buyouts 2022 15.0 1.7 ### 73 * Includes the associated Top Up funds. ** All or part of interest acquired through a secondary sale. ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 30 LARGEST FUND INVESTMENTS (UNAUDITED) STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The table below presents the 30 companies in which ICG Enterprise Trust had the largest investments by value at 31 January 2026. The valuations are gross of underlying managers’ fees and carried interest. | | | | | | | | Value as | | | | | | Value as | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Year of | | a % of | | | | | Year of | a % of | | | Company Manager | | | investment Country | | | Portfolio | | Company Manager | | investment Country | | Portfolio | | 1 CIRCANA | | | | | | | | 16 CLASS VALUATION | | | | | | | | Provider of mission-critical data and predictive | New Mountain 2022 United States 2.1% | | | | | | | Provider of residential mortgage appraisal | Gridiron 2021 United States 1.1% | | | | | | analytics to consumer goods manufacturers | | | | | | | | management services | | | | | | 2 VISMA | | | | | | | | 17 YUDO | | | | | | | | Provider of business management software and | | Hg / | 2017/ 2020 / | | Norway 2.0% | | | Designer and manufacturer of hot runner systems ICG 2017 / 2018 South Korea 1.1% | | | | | | | outsourcing services | | ICG | | 2024 | | | | | | | | | 18 DIGICERT 3 LEAF HOME SOLUTIONS Provider of enterprise security solutions ICG 2021 United States 1.1% Provider of home maintenance services Gridiron 2016 / 2025 United States 1.8% 19 DOMUSVI Operator of nursing homes ICG 2017 / 2021 France 1.1% 4 CURIUM PHARMA 20 BROOKS AUTOMATION Supplier of nuclear medicine diagnostic ICG 2020 United Kingdom 1.8% Provider of semiconductor manufacturing TH Lee 2021 / 2022 United States 1.0% pharmaceuticals solutions 5 EXAIL 21 EUROPEAN CAMPING GROUP Provider of autonomous systems for the ICG 2022 France 1.7% Operator of premium campsites and holiday PAI 2021 / France 1.0% aerospace and maritime sectors | | | | | parks | | 2022 / | | --- | --- | --- | --- | --- | --- | --- | | 6 DAVIES GROUP | | | | | 2023 / 2025 | | | | Provider of speciality business process | BC 2021 United Kingdom 1.6% | 22 MULTIVERSITY | | | | outsourcing services | | | | | Provider of online higher education CVC / | | 2024 Italy 0.9% | | --- | --- | --- | --- | --- | --- | --- | | 7 CRUCIAL LEARNING | | | | | ICG | | | | Provider of corporate training courses focused on | Leeds Equity 2019 United States 1.4% | 23 PING IDENTITY | | | | communication skills and leadership development Provider of cyber security solutions Thoma Bravo 2022 / 2023 United States 0.9% 8 VISTAGE 24 DATAVANT Provider of CEO leadership and coaching for Gridiron 2022 United States 1.4% Provider of healthcare data ICG 2023 United States 0.9% small and mid-size businesses in the US | 9 AMBASSADOR THEATRE GROUP | | | 25 ARCHER | | | | --- | --- | --- | --- | --- | --- | | | Operator of theatres and ticketing platforms ICG 2021 United Kingdom 1.4% | | | Developer of governance, risk and compliance | Cinven 2023 United States 0.9% | | 10 PRECISELY | | | | software intended for risk management | | | | Provider of enterprise software Clearlake / | 2021 / 2022 United States 1.3% | 26 NEWTON | | | ICG Provider of management consulting services ICG 2021 / 2022 United Kingdom 0.8% 11 KRONOSNET 27 DAYFORCE Provider of tech-enabled customer engagement ICG 2022 Spain 1.3% Provider of human capital management solutions Thoma Bravo 2026 United States 0.8% and business solutions 28 GLOBAL MARKET FOODS 12 MINIMAX Speciality distributor of international foods Audax 2026 United States 0.8% Supplier of fire protection systems and services ICG 2018 / Germany 1.3% 29 AMEOS GROUP 2024 / 2025 Operator of private hospitals ICG 2021 Switzerland 0.8% 13 CHEWY 30 AVID BIOSERVICES Online retailer of pet food and products BC 2014 / United States 1.2% 2015 / 2022 Provider of biologic drug development and GHO 2025 United States 0.7% manufacturing services 14 PLANET PAYMENT Total of the 30 largest underlying investments 36.9% Provider of integrated payments services focused Eurazeo / 2021 Ireland 1.2% on hospitality and luxury retail ICG This section presents supplementary information regarding the Portfolio (see the Manager’s review and the 15 AUDIOTONIX Glossary for further details and definitions). Manufacturer of audio mixing consoles PAI 2024 United Kingdom 1.1% ### 74 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 PORTFOLIO ANALYSIS (UNAUDITED) STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION PORTFOLIO COMPOSITION % of value of % of value of Portfolio by calendar year | | underlying investments | | | underlying investments | | | --- | --- | --- | --- | --- | --- | | of investment | | 31 January 2026 | | | 31 January 2025 | | 2026 | | | 0.7% —% | | | | 2025 | | | 9.7% 0.5% | | | | 2024 | | | 12.5% 10.1% | | | | 2023 | | | 8.5% 7.6% | | | | 2022 | | | 19.7% 18.5% | | | | 2021 | | | 22.3% 25.7% | | | | 2020 | | | 7.9% 8.6% | | | | 2019 | | | 8.2% 10.3% | | | | 2018 | | | 2.9% 7.3% | | | | 2017 and older | | | 7.6% 11.4% | | | Total 100.0% 100.0% | | | | % of value of | | | | % of value of | | --- | --- | --- | --- | --- | --- | --- | --- | | | underlying investments | | | | underlying investments | | | | Portfolio by sector | | 31 January 2026 | | | | 31 January 2025 | | | TMT | | | | 30.1% 29.9% | | | | | Consumer goods and services | | | | 14.5% 18.1% | | | | | Healthcare | | | | 12.6% 11.5% | | | | | Business services | | | | 11.0% 12.4% | | | | | Financials | | | | 10.6% 7.8% | | | | | Industrials | | | | 10.3% 5.0% | | | | | Education | | | | 5.1% 7.6% | | | | | Leisure | | | | 2.3% 4.0% | | | | | Other | 3.5% 3.7% | | | | | | | Total 100.0% 100.0% 31 January 2026 31 January 2026 31 January 2025 31 January 2025 Portfolio by invested currency 1 £m % £m % US dollar 771 57.0% 796 52.4% Euro 478 35.3% 584 38.4% Sterling 104 7.7% 140 9.2% Total 1,353 100.0% 1,520 100.0% 1 Currency exposure by reference to the reporting currency of each investment. ### 75 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 PORTFOLIO ANALYSIS (UNAUDITED) CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Alternative Performance Measures (‘APMs’) are a term defined by the European Securities and Markets Discount arises when the Company’s shares trade at a price below the Company’s NAV per Share. In this Authority as ‘financial measures of historical or future performance, financial position, or cash flows, other circumstance, the price that an investor pays or receives for a share would be less than the value attributable than a financial measure defined or specified in the applicable financial reporting framework’. to it by reference to the underlying assets. The Discount is the difference between the share price and the NAV, expressed as apercentage of the NAV. For example, if the NAV was 100p and the share price was 90p, APMs are used in this report if considered by the Board and the Manager to be the most relevant basis for the Discount would be 10%. shareholders in assessing the overall performance of the Company and for comparing the performance of the Company to its peers, taking into account industry practice. Drawdowns are amounts invested by the Company when called by underlying managers in respect of an existing Commitment. Definitions and reconciliations to IFRS measures are provided in the main body of the report or in this Glossary, where appropriate. EBITDA stands for earnings before interest, tax, depreciation and amortisation, which is a widely used performance measure in the private equity industry. Buyback impact on NAV per Share is calculated by comparing the NAV per Share with an adjusted NAV per Share as follows: Enlarged Perimeter The aggregate value of the Top 30 Companies and as many of the managers from within the Top 30 funds as practicable (70% of Portfolio value at 31 January 2026). | | | Year ended | Since inception | | | | | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2026 | | | (Oct. 22) | | Enterprise Value (‘EV’) is the aggregate value ofacompany’s entire issued share capital and Net Debt. | | Opening number of shares | | 64,278,192 68,517,055 | | | A | | Exclusion List The Exclusion List defines the business activities whichare excluded from investment. Number of shares bought back in period 2,038,722 6,277,585 Closing number of shares 62,239,470 62,239,470 B FTSE All-Share Index Total Return The change in the level of the FTSE All-Share Index, assuming that dividends are re-invested on theday that they are paid. | 31 January 2026 NAV | £1,273m £1,273m | | | C | | | --- | --- | --- | --- | --- | --- | | Add back cash invested in buybacks | | £28m £79m | | | Full Exits are exit events (e.g., trade sale, sale by public offering, or sale to a financial buyer) following which | | 31 January 2026 NAV | | | | | the residual exposure to an underlying company is zero or immaterial; this does not include Fund Disposals. | | + cash invested in buybacks | £1,300m £1,351m | | | D | See ‘Fund Disposals’. | | 31 January 2026 NAV per Share | 2,044.6 p 2,044.6 p | | E (C/B) | | | Fund Disposals are where the Company receives sales proceeds from the full or partial sale of a fund position Pro forma NAV per Share excluding buybacks 2,023.1p 1,972p F (D/A) within the secondary market. Impact of buybacks 21.5p 72.6p G (E-F) General Partner (‘GP’) The General Partner is the entity managing aprivate equity fund. This is commonly NAV per Share accretion referred to as the manager. from buybacks 1.1% 3.7% G/F Hedging is an investment technique designed to offset a potential loss on one investment by purchasing a Note: scenario excluding buyback does not include any cash impact of dividends that would have been paid to holders of those shares had the buyback not been undertaken. second investment that is expected to perform in the opposite way. Carried Interest is equivalent to a performance fee. This represents ashare of the profits that will accrue Initial Public Offering (‘IPO’) An IPO is an offering by a company of its share capital to the public with a view to the underlying private equity managers, after achievement of an agreed Preferred Return. to seeking an admission of its shares to a recognised stock exchange. Cash drag is the negative impact on performance arising as a result ofthe allocation of a portion of the Internal Rate of Return (‘IRR’) is a measure ofthe rate of return received by an investor in a fund. It is calculated entity’s assets to cash. from cash drawn from and returned to the investor, together with the residual value of the investment. Co-investment is a Direct Investment in a company alongside a private equity fund. Investment Period is the period in which funds areable to make new investments under the terms of their fund agreements, typically up to five years after the initial Commitment. Co-investment Incentive Scheme Accrual represents the estimated value of interests in the Co-investment Incentive Scheme operated bythe subsidiary partnerships of the Company. Last Twelve Months (‘LTM’) refers to the timeframe of the immediately preceding 12 months in reference to financial metrics used to evaluate the Company’s performance. Commitment represents the amount of capital that each investor agrees to contribute to a fund or a specific investment. Limited Partner (‘LP’) The Limited Partner is an institution or individual who commits capital to a private equity fund established asa Limited Partnership. These funds are generally protected from legal actions Compound Annual Growth Rate (‘CAGR’) is the rate of return that would be required for an investment to and any losses beyond the original investment. grow from its beginning balance to its ending balance, assuming the profits were reinvested atthe end of each period of the investment’s life span. Limited Partnership A Limited Partnership includes one or more General Partners, who have responsibility for managing the business of the partnership and have unlimited liability, and one or more Limited Partners, Deployment See ‘Total New Investment’. who do not participate in the operation of the partnership and whose liability is ordinarily capped at their Direct Investment is an investment in a portfolio company held directly, not through a private equity fund. capital andloan contribution to the partnership. In typical fund structures, the General Partner receives a Direct Investments are typically co-investments with a private equity fund. priority share ahead of distributions toLimited Partners. ### 76 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 GLOSSARY (UNAUDITED) STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Net Asset Value per Share (‘NAV per Share’) is the value of the Company’s net assets attributable to one Portfolio represents the aggregate of the investment Portfolios of the Company and of its subsidiary Limited ordinary share. It is calculated by dividing ‘shareholders’ funds’ by the total number of ordinary shares in Partnerships. This APM is consistent with the commentary in previous annual and interim reports. The Board issue, excluding treasury shares. Shareholders’ funds are calculated by deducting current and long-term and the Manager consider that disclosing our Portfolio assists shareholders in understanding the value and liabilities, and any provision for liabilities and charges, from the Company’s total assets. performance of the underlying investments selected by the Manager. It is shown before the Co-investment Incentive Scheme Accrual to avoid being distorted by certain funds and Direct Investments on which Net Debt is calculated as the total short-term and long-term debt in a business, less cash and cash ICG Enterprise Trust plc does not incur these costs (for example, on funds managed by ICG plc). Portfolio equivalents. is related to the NAV, which is the value attributed to our shareholders, and which also incorporates the Ongoing Charges are calculated capturing management fees and expenses, excluding finance costs, incurred Co-investment Incentive Scheme Accrual as well as the value of cash and debt retained on our balance sheet. at the Company level only. The calculation does not include the expenses and management fees incurred by The value of the Portfolio at 31 January 2026 is £1,352.9m (2025: £1,523.1m). any underlying funds. The closest equivalent amount reported on the balance sheet is ‘investments at fair value’. A reconciliation Amount excluded of these two measures along with other figures aggregated for the Company and its subsidiary Limited | | Total per income | | | from Ongoing | | Included Ongoing | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | statement | | | Charges | | Charges | Partnerships is presented below: | | | | | | | | | 31 January 2026 | | | £’000 | | £’000 | | £’000 | | | | | | | | | | Management fees 16,063 16,063 | | | | | | | | | | | | | | Total Company | | | | | | | | | | | | | | Net assets of | Co-investment | | and subsidiary | | | General expenses 2,273 (473) | | | | | | 1,800 | | | IFRS balance | subsidiary Limited | | Incentive Scheme | | | Limited | | | | | | | | | | 31 January 2026 £m | sheet fair value | | Partnerships | | Accrual | Partnerships | | Finance costs 9,775 (9,775) — 1 Investments 1,308.9 (0.4) 44.4 1,352.9 Total 28,111 (10,248) 17,863 Cash 33.8 33.8 Total Ongoing Charges 17,863 Other Net Liabilities (70.1) 0.4 (44.4) (114.1) Average NAV 1,285,750 Net assets 1,272.6 — — 1,272.6 Ongoing Charges as % of NAV 1.39% Net assets of Co-investment Total Company and Amount excluded | | | | | | | | IFRS balance sheet | | subsidiary Limited | | Incentive Scheme | | subsidiary Limited | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Total per income | | from Ongoing | | Included Ongoing | | | | | | | | | | | | | | | | | | 31 January 2025 £m | | fair value | | Partnerships | | Accrual | | Partnerships | | | statement | | Charges | | Charges | | | | | | | | | | 1 | 31 January 2025 | £’000 | £’000 | £’000 | Investments | 1,469.5 (0.3) 53.9 1,523.1 | | --- | --- | --- | --- | --- | --- | | Management fees 16,175 — 16,175 | | | | Cash 3.9 3.9 | | | General expenses 1,500 165 1,665 | | | | Other Net Liabilities (141.0) 0.3 (53.9) (194.6) | | | Finance costs 9,354 (9,354) — | | | | Net assets 1,332.4 — — 1,332.4 | | Total 27,029 (9,189) 17,840 1 Investments as reported on the IFRS balance sheet at fair value comprise the total of assets held by the Company and the net asset value of the Total Ongoing Charges 17,840 Company’s investments in the subsidiary Limited Partnerships. Average NAV 1,294,186 Portfolio Return on a Local Currency Basis represents the change in the valuation of the Company’s Ongoing Charges as % of NAV 1.38% Portfolio before the impact of currency movements and Co-investment Incentive Scheme Accrual. Included within General expenses above are £0.5m (2025: £0.2m (credit)) of other expenses which are The Portfolio return of 4.8% is calculated as follows: non-recurring and are excluded from the Ongoing Charges. £m 31 January 2026 31 January 2025 Other Net Liabilities at the aggregated Company level represent net other liabilities per the Company’s Income, gains and losses on investments 126.3 142.0 balance sheet. Net other liabilities per the balance sheet of the subsidiaries include amounts payable under Foreign exchange gains and losses included in gains and losses on investments (55.1) 5.4 the Co-investment Incentive Scheme Accrual. Incentive accrual valuation movement 1.7 (9.3) Overcommitment refers to where private equity fund investors make Commitments exceeding the amount Total gains on Portfolio investments excluding impact of foreign exchange 72.9 138.1 of cash immediately available for investment. When determining the appropriate level of Overcommitment, Opening Portfolio valuation 1,523.1 1,349.0 careful consideration needs to be given to the rate at which Commitments might be drawn down, and the Portfolio Return on a Local Currency Basis 4.8 % 10.2% rate at which realisations will generate cash from the existing Portfolio to fund new investment. ### 77 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 GLOSSARY (UNAUDITED) CONTINUED GLOSSARY (UNAUDITED) CONTINUED STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Portfolio Company refers to an individual company in an investment portfolio. Primary Investment is a Commitment to a private equity fund. Preferred Return is the preferential rate of return on an individual investment or a portfolio of investments, which is typically 8% per annum. Premium occurs when the share price is higher than the NAV and investors would therefore be paying more than the value attributable to the shares by reference to the underlying assets. Quoted Company is any company whose shares are listed or traded on a recognised stock exchange. Realisation Proceeds are amounts received in respect of underlying realisation activity from the Portfolio and exclude any inflows from the sale of fund positions via the secondary market. Realisations – Multiple to Cost is the average return from Full Exits from the Portfolio in the period on a primary investment basis, weighted by cost. | £m | 31 January 2026 | 31 January 2025 | | --- | --- | --- | | Cumulative realisation proceeds from full exits in the year | 195.8 | 73.7 | | Cost | 80.2 | 35.9 | | Average multiple of cost | 3.0x | 2.9x | Realisations – Uplift to Carrying Value is the aggregate uplift on Full Exits from the Portfolio in the period comparing realisation proceeds to the most recent valuation prior to the announcements of the disposal. This measure excludes publicly listed companies that were exited via sell downs of their shares. | £m | 31 January 2026 | 31 January 2025 | | --- | --- | --- | | Realisation Proceeds from Full Exits in the year | 195.8 | 73.7 | | Prior Carrying Value (most recent valuation prior to the announcement of the disposal) | 176.1 | 62.8 | | Realisation – Uplift to Carrying Value | 11.2% | 19.0% | Secondary Investments occur when existing private equity fund interests and Commitments are purchased from an investor seeking liquidity. Share buybacks, or stock repurchases, occur when a company uses its own funds to buy its outstanding shares in the open market, thereby reducing the number of shares in circulation. As a result of buybacks, existing shareholders own a greater percentage of the company's assets and profits. If share buybacks are executed at a discount to NAV, the buyback will increase the NAV per Share of the remaining shares outstanding. Share Price Total Return is the change in the Company's share price, assuming that dividends are re-invested on the day that they are paid. Total New Investment is the total of direct Co-investment and fund investment Drawdowns in respect of the Portfolio. In accordance with IFRS 10, the Company's subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements. Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows: | £m | 31 January 2026 | 31 January 2025 | | --- | --- | --- | | Purchase of Portfolio investments per cash flow statement | 50.6 | 34.1 | | Purchase of Portfolio investments within subsidiary investments | 154.8 | 152.2 | | Return of invested cost/expenses | (11.1) | (4.9) | | Total New Investment | 194.2 | 181.4 | Total Proceeds are amounts received by the Company in respect of the Portfolio, which may be in the form of capital proceeds or income such as interest or dividends. In accordance with IFRS 10, the Company's subsidiaries are deemed to be investment entities and are included in subsidiary investments within the financial statements. Movements in the cash flow statement within the financial statements reconcile to the movement in the Portfolio as follows: | £m | 31 January 2026 | 31 January 2025 | | --- | --- | --- | | Sale of Portfolio investments per cash flow statement | 60.1 | 20.0 | | Sale of Portfolio investments, interest received and dividends received within subsidiary investments | 320.1 | 125.8 | | Interest income per cash flow statement | 0.7 | 0.5 | | Dividend income per cash flow statement | 1.5 | 0.5 | | Other income per cash flow statement | 0.3 | 0.1 | | Return of invested cost | 3.6 | 4.6 | | Debt costs arising from Secondary Sales | (3.9) | 10.6 | | Total Proceeds | 382.3 | 150.8 | | Fund Disposals | (66.3) | — | | Realisation Proceeds | 316.0 | 150.8 | Total Return is the change in the Company's Net Asset Value per Share, assuming that dividends are re-invested at the end of the quarter in which the dividend was paid. Undrawn Commitments are Commitments that have not yet been 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. ICC ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 78 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION | ADDRESS | MANAGER | PAYMENT OF DIVIDENDS | To receive shareholder communications | | --- | --- | --- | --- | | ICG Enterprise Trust plc | ICG Alternative Investment Limited | Cash dividends will be sent by cheque to the first- | electronically in the future, including all reports and | | Procession House | Procession House | named shareholder at their registered address, to | notices of meetings, you just need the Shareholder | | 55 Ludgate Hill | 55 Ludgate Hill | arrive on the payment date. | Reference Number printed on your proxy form or | | London EC4M 7JW | London EC4M 7JW | | dividend notices, and knowledge of your registered | Alternatively, dividends may be paid direct into a address. Please register your details free at 020 3545 2000 020 3545 2000 shareholder’s bank account via Bankers’ Automated investorcentre.co.uk. Clearing Service (‘BACS’). This can be arranged by Registered number: 01571089 Authorised and regulated by the Financial Conduct contacting the Company’s Registrar, Computershare For those shareholders that hold their shares through Place of registration: England Authority (FRN: 606186). Investor Services PLC. the Columbia Threadneedle savings plans, please contact the Columbia Threadneedle Investor Services team WEBSITE BROKER SHARE PRICE (investor.enquiries@columbiathreadneedle.com) icg-enterprise.co.uk Deutsche Numis The Company’s mid-market ordinary share price to register your details for e-communications. 45 Gresham Street is published daily in the Financial Times and Daily REGISTRAR London EC2V 7BF Telegraph under the section ‘Investment Companies’. ISIN/SEDOL NUMBERS Computershare Investor Services PLC 020 7260 1000 In the Financial Times the ordinary share price is The ISIN/SEDOL numbers and ticker for the The Pavilions listed in the sub-section ‘Conventional-Private Equity’. Company’s ordinary shares are: Bridgwater Road DIVIDEND: 2025/2026 | Bristol BS99 6ZZ | | | ISIN: GB0003292009 | | --- | --- | --- | --- | | | Quarterly dividends of 9 pence were paid on: | REGISTRAR SERVICES | | | www-uk.computershare.com/investor | | Communications with shareholders are mailed | SEDOL: 329200 | • 29 August 2025 Telephone: 0370 889 4091 to the address held in the share register. Any Reuters: ICGT.L • 28 November 2025 notifications and enquiries relating to the registered COLUMBIA THREADNEEDLE SAVINGS SCHEMES • 27 February 2026 share holdings, including a change of address AIC Investors through Columbia Threadneedle savings A final dividend of 12 pence is proposed in respect of or other amendment, should be directed to The Company is a member of the Association plans can contact the Investor Services team on: the year ended 31 January 2026, payable as follows: Computershare Investor Services PLC. For those of Investment Companies (theaic.co.uk). shareholders that hold their shares through the Telephone: 0345 600 3030 Ex-dividend 2 July 2026 (shares trade without rights Columbia Threadneedle savings plans, please LEGAL NOTICE Email: investor.enquiries@columbiathreadneedle.com date: to the dividend). contact the Investor Services team ‘FTSE’ is a trade mark of certain LSE Group Record date: 3 July 2026 (last date for registering (investor.enquiries@ columbiathreadneedle.com). FINANCIAL CALENDAR companies. All rights in any FTSE index or data transfers to receive the dividend). | The announcement and publication of the | | | | referred to herein vest in the relevant LSE Group | | --- | --- | --- | --- | --- | | | Dividend | 17 July 2026 | E-COMMUNICATIONS FOR SHAREHOLDERS | | | Company’s results may normally be expected | | | | company which owns the index or the data. Neither | payment date: ICG Enterprise Trust plc would like to encourage in the months shown below: LSE Group nor its licensors accept any liability for shareholders to receive shareholder documents any errors or omissions in the indexes or data and May: Final results for year announced, Annual 2025/2026 DIVIDEND PAYMENT DATES electronically, via our website or email notification no party may rely on any indexes or data contained Report and Accounts published instead of hard copy format. This is a faster and It is anticipated that quarterly dividends in this communication. The LSE Group does not June: Annual General Meeting and first quarter’s more environmentally friendly way of receiving will be paid in the following months: promote, sponsor or endorse the content of this results announced shareholder documents. communication. • September 2026 October: Interim figures announced and half-yearly The online investor centre from our Registrar, report published • December 2026 Computershare, provides all of the information • March 2027 January: Third quarter’s results announced required regarding your shares. • July 2027 All announcements can be viewed on the Company’s Its features include: website (see above). • The option to receive shareholder communications electronically instead of by post. • Direct access to data held for you on the share register including recent share movements and dividend details. • The ability to change your address or dividend instructions online. ### 79 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 SHAREHOLDER INFORMATION STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ENVIRONMENTAL, SOCIAL AND GOVERNANCE CASH ### The objective of the Company is to (‘ESG’) MATTERS The Company holds cash on deposit with UK ### provide long-term growth by investing The Company is committed to its responsibility to regulated banks or invests it in debt instruments ### in private companies managed by leading its community and environment and ESG matters or money market funds which themselves invest in ### private equity managers. are considered as part of the investment process. such instruments. These investments are typically The Company aims to act responsibly and cautiously very liquid, with high credit quality and low capital INVESTMENT TYPE as the guardian of its investors’ capital and ensures risk. The Company will limit exposure to any one The Company will typically invest through: that ESG matters are considered at all stages of the bank, issuer or fund to 15% of gross assets. investment cycle. • Primary Funds: commitments to private equity COMPARATOR INDEX funds during their initial fund raise. QUOTED SECURITIES The Company’s comparator index is the FTSE All- • Secondary Funds: acquiring interests in funds The Company may from time to time have underlying Share Index Total Return. The Board considers that or investments after the fund’s initial fund raise interests in quoted companies. This is typically due to this provides the most appropriate reference point accessed either directly or through a fund structure. companies which were originally acquired as private for the Company’s shareholders. • Direct Investments: investing alongside leading companies being listed on public markets as part of an private equity managers, or directly, in specific exit strategy. It may hold these interests through a fund HEDGING private companies. (where the underlying manager is responsible for The Company holds investments and makes fund exiting the investment) or directly. commitments in currencies other than sterling and INVESTMENT STAGE is exposed to the risk of movements in the exchange The Company will predominantly gain exposure The Company does not anticipate acquiring new listed rate of these currencies. From time to time the to private companies which are mature, cash- investments unless directly related to the execution Company may put in place hedging arrangements generative, profitable businesses and where of its private company investment strategy. in order to manage currency risk. The Company the underlying private equity manager exercises may also from time to time consider hedging certain majority control. The Company may invest in other RISK DIVERSIFICATION other risks of the Company such as equity market private markets strategies if it feels that these The Company will ensure that its interest in any exposure or interest rate risk. opportunities would offer shareholders similar one portfolio company, taking into account direct risk-adjusted returns to its core investment strategy. and indirect holdings, will not exceed 15% of the It does not expect such investments to constitute Company’s total investments at the time of initial a substantial part of its investment programme. acquisition or subsequent addition. It is the Company’s policy to invest no more than 10% of its PORTFOLIO CONSTRUCTION gross assets in other listed investment companies. The Company does not have any fixed allocations to specific sectors or regions, but aims to be broadly OVERCOMMITMENT AND USE OF CREDIT FACILITIES diversified by geography, industry sector and year The Company intends to be overcommitted in order of investment. to ensure a high level of investment. The Company may from time to time draw on its pre-agreed The Company may invest in either equity or borrowing facilities to fund investment drawdowns debt instruments but expects that underlying and ongoing expenses of the Company. This allows the investments will mostly be in equity instruments. Company to operate a more efficient balance sheet It expects that the majority of its returns will by reducing the need to retain large cash balances. The be derived from capital appreciation. Company’s objective is to be broadly fully invested, while ensuring that there is sufficient liquidity to be able to take advantage of attractive investment opportunities as they arise. We do not intend to be geared other than for short-term working capital purposes. The level of overcommitment is monitored regularly by the Board and the Manager, taking into account uninvested cash, the availability of bank facilities, the projected timing of cash flows to and from the Portfolio, and market conditions. ### 80 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 INVESTMENT POLICY STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION FAIR TREATMENT OF SHAREHOLDERS REMUNERATION ### The Company is an Alternative The Manager is governed by a board consisting of Under the AIFMD, we are required to make ### Investment Fund for the purposes of both non-executive and executive directors which disclosures relating to remuneration of certain ### the UK Alternative Investment Fund oversees and manages the ICG Group of which the employees working for the Manager, which acted ### Managers Directive (‘AIFMD’) and the | | Manager is part. ICG has a number of committees | as manager of the Company throughout the year | | --- | --- | --- | | Manager was appointed as its Alternative | that assist in this regard, together with a risk | ended 31 January 2026. | | Investment Fund Manager for the | function that through a risk framework assists in the | | AMOUNT OF REMUNERATION PAID identification, control and mitigation of the ICG ### purposes of the AIFMD. The relevant disclosures are available on the Group’s risks. This includes, but is not limited to, the Company’s website. The Directive requires certain disclosures to be fair treatment of the ICG Group’s regulatory clients, made in the Annual Report of the Company. Many fund investors and corporate investors. Details of CO-INVESTMENT INCENTIVE SCHEME of these disclosures are included in other sections ICG’s governance and risk framework can be found The incentive paid by the Company during the year of the Annual Report and Accounts, principally the in ICG’s annual report which is available at ended 31 January 2026 is disclosed in Note 9 to the Strategic Report (pages 1 to 35), Governance (pages icgam.com. financial statements (page 64). 37 to 49) and Financial Statements (pages 56 to 71). REMUNERATION AND INCENTIVISATION POLICIES RISK PROFILE AND RISK MANAGEMENT This section completes the disclosures required AND PRACTICES The risks and uncertainties facing the Company by the Directive. The overriding principle governing the Manager’s are regularly reviewed by the Board, the Audit remuneration decisions is that awards, in particular Committee and the Manager. The principal risks ASSETS SUBJECT TO SPECIAL ARRANGEMENTS of variable remuneration, do not encourage risk faced by the Company and the approach to The Company holds no assets subject to special taking which is inconsistent with the investment managing those risks are set out in Principal risks arrangements arising from their illiquid nature objectives (and therefore risk profiles) of the funds and uncertainties (page 32). which are unusual within the context of the fund. managed by the Manager. The sensitivity of the Company to market, credit and Remuneration consists of salary, bonus and LEVERAGE investment, and capital risk is discussed in Note 17 co-investment incentives. | The Company will not employ leverage in excess | of the financial statements. The risk limits currently | | | --- | --- | --- | | of 30% of its gross asset value. | in place in respect of the diversification of the | The co-investment incentive arrangements are | | | Portfolio and credit risk are set out in Investment | intended to closely align the interests of | | PROFESSIONAL LIABILITY OF THE MANAGER | policy (page 80). | shareholders and the Manager – under these | | In accordance with the requirements of the | | arrangements, payments may only be made when | | Directive, the Manager holds additional capital | MATERIAL CHANGES | investment profits have been realised in cash. The | | to cover potential professional liability risks. | There have been no material changes in relation to | operation of these arrangements is set out in the | | In addition, the Manager holds professional | the matters described in Article 23 of the Directive. | Report of the Directors on page 43. | indemnity insurance. The Manager has a remuneration committee which takes remuneration decisions. The committee takes REDEMPTION RIGHTS into account the short and long-term performance of The shares of the Company are listed on the London the Manager, of the funds managed by the Manager, Stock Exchange. Shareholders may buy and sell and of individuals. shares on that market. As the Company is closed ended, shareholders do not have the right to redeem their investment. ### 81 ADDITIONAL DISCLOSURES REQUIRED BY THE ALTERNATIVE ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 INVESTMENT FUND MANAGERS DIRECTIVE (UNAUDITED) STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ISA STATUS ### ICG Enterprise Trust plc is listed The Company’s shares are eligible for tax-efficient ### on the London Stock Exchange. A wrappers such as Individual Savings Accounts ### straightforward way for individuals to (‘ISAs’), Junior ISAs and Self Invested Personal ### purchase and hold shares in the Company Pensions (‘SIPPs’). Information about ISAs and SIPPs, ### is to contact a stockbroker, savings plan as well as general advice on saving and investing, can ### provider or online investment platform. be found on the government’s free and independent service at moneyhelper.org.uk. You may be able to find a stockbroker using the website of the independent Wealth Management As with any investment into a company listed on Association at pimfa.co.uk. the stock market, you should remember that: You may also be able to purchase shares via your • the value of your investment and the income bank account provider. you get from it can fall as well as rise, so you may not get back the amount you invested; and For a fee, your chosen intermediary can purchase • past performance is no guarantee of future shares in the Company on your behalf. performance. | COLUMBIA THREADNEEDLE SAVINGS PLANS | This is a medium to long-term investment so you | | --- | --- | | Investors through Columbia Threadneedle savings | should be prepared to invest your money for at | | plans can contact the Investor Services team on: | least five years. | | • Telephone: 0345 600 3030 | If you are uncertain about any aspect of your | | • Email: | decision to invest, you should consider seeking | | investor.enquiries@columbiathreadneedle.com | 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 79. ### 82 ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026 HOW TO INVEST IN ICG ENTERPRISE TRUST PLC ® | 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. Designed and produced by three thirty studio www.threethirty.studio ICG ENTERPRISE TRUST PLC Procession House 55 Ludgate Hill London EC4M 7JW icg-enterprise.co.uk ICG Enterprise Trust plc